Document and Entity Information
Document and Entity Information - USD ($) $ in Billions | 12 Months Ended | ||
Sep. 30, 2020 | Nov. 19, 2020 | Sep. 25, 2020 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Sep. 30, 2020 | ||
Document Transition Report | false | ||
Entity File Number | 001-32502 | ||
Document Fiscal Year Focus | 2020 | ||
Entity Registrant Name | Warner Music Group Corp. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 13-4271875 | ||
Entity Address, Address Line One | 1633 Broadway | ||
Entity Address, City or Town | New York | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 10019 | ||
City Area Code | (212) | ||
Local Phone Number | 275-2000 | ||
Title of 12(b) Security | Class A Common Stock, $0.001 par value per share | ||
Trading Symbol | WMG | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Emerging Growth Company | false | ||
Entity Small Business | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 2.4 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001319161 | ||
Current Fiscal Year End Date | --09-30 | ||
ICFR Auditor Attestation Flag | false | ||
Amendment Flag | false | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant's Proxy Statement for the 2020 Annual Meeting of Stockholders are incorporated herein by reference in Part III of this Annual Report on Form 10-K to the extent stated herein. Such proxy statement will be filed with the Securities and Exchange Commission within 120 days of the registrant's fiscal year ended September 25, 2020. | ||
Common Class A | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 88,580,914 | ||
Common Class B | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 421,450,000 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Sep. 30, 2020 | Sep. 30, 2019 |
Current assets: | ||
Cash and equivalents | $ 553 | $ 619 |
Accounts receivable, net of allowances of $23 million and $17 million | 771 | 775 |
Inventories | 79 | 74 |
Royalty advances expected to be recouped within one year | 220 | 170 |
Prepaid and other current assets | 55 | 53 |
Total current assets | 1,678 | 1,691 |
Royalty advances expected to be recouped after one year | 269 | 208 |
Property, plant and equipment, net | 331 | 300 |
Operating lease right-of-use assets, net | 273 | 0 |
Goodwill | 1,831 | 1,761 |
Intangible assets subject to amortization, net | 1,653 | 1,723 |
Intangible assets not subject to amortization | 154 | 151 |
Deferred tax assets, net | 68 | 38 |
Other assets | 153 | 145 |
Total assets | 6,410 | 6,017 |
Current liabilities: | ||
Accounts payable | 264 | 260 |
Accrued royalties | 1,628 | 1,567 |
Accrued liabilities | 382 | 492 |
Accrued interest | 30 | 34 |
Operating lease liabilities, current | 39 | 0 |
Deferred revenue | 297 | 180 |
Other current liabilities | 80 | 286 |
Total current liabilities | 2,720 | 2,819 |
Long-term debt | 3,104 | 2,974 |
Operating lease liabilities, noncurrent | 299 | 0 |
Deferred tax liabilities, net | 163 | 172 |
Other noncurrent liabilities | 169 | 321 |
Total liabilities | 6,455 | 6,286 |
Deficit: | ||
Additional paid-in capital | 1,907 | 1,127 |
Accumulated deficit | (1,749) | (1,177) |
Accumulated other comprehensive loss, net | (222) | (240) |
Total Warner Music Group Corp. deficit | (63) | (289) |
Noncontrolling interest | 18 | 20 |
Total deficit | (45) | (269) |
Total liabilities and deficit | 6,410 | 6,017 |
Common Class A | ||
Deficit: | ||
Common stock, value, issued | 0 | 0 |
Common Class B | ||
Deficit: | ||
Common stock, value, issued | $ 1 | $ 1 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Sep. 30, 2020 | Sep. 30, 2019 |
Accounts receivable, net of allowance | $ 23 | $ 17 |
Common Class A | ||
Common stock, par value (in usd per share) | $ 0.001 | $ 0.001 |
Common stock authorized (in shares) | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued (in shares) | 88,578,361 | 0 |
Common stock outstanding (in shares) | 88,578,361 | 0 |
Common Class B | ||
Common stock, par value (in usd per share) | $ 0.001 | $ 0.001 |
Common stock authorized (in shares) | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued (in shares) | 421,450,000 | 505,830,022 |
Common stock outstanding (in shares) | 421,450,000 | 505,830,022 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2018 | |
Income Statement [Abstract] | |||
Revenues | $ 4,463 | $ 4,475 | $ 4,005 |
Costs and expenses: | |||
Cost of revenue | (2,333) | (2,401) | (2,171) |
Selling, general and administrative expenses | (2,169) | (1,510) | (1,411) |
Amortization expense | (190) | (208) | (206) |
Total costs and expenses | (4,692) | (4,119) | (3,788) |
Operating (loss) income | (229) | 356 | 217 |
Loss on extinguishment of debt | 34 | 7 | 31 |
Interest expense, net | (127) | (142) | (138) |
Other (expense) income | (57) | 60 | 394 |
(Loss) income before income taxes | (447) | 267 | 442 |
Income tax expense | (23) | (9) | (130) |
Net (loss) income | (470) | 258 | 312 |
Less: Income attributable to noncontrolling interest | (5) | (2) | (5) |
Net (loss) income attributable to Warner Music Group Corp. | $ (475) | $ 256 | $ 307 |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2018 | |
Depreciation | $ 71 | $ 61 | $ 55 |
Selling, General and Administrative Expenses | |||
Depreciation | $ 71 | $ 61 | $ 55 |
Common Class A | |||
Net (loss) income per share attributable to Warner Music Group Corp.’s stockholders (in usd per share) | $ (0.82) | $ 0 | $ 0 |
Weighted average common shares (in shares) | 26,897,115 | 0 | 0 |
Common Class B | |||
Net (loss) income per share attributable to Warner Music Group Corp.’s stockholders (in usd per share) | $ (0.95) | $ 0.51 | $ 0.61 |
Weighted average common shares (in shares) | 477,624,846 | 501,991,944 | 502,630,835 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2018 | |
Statement of Comprehensive Income [Abstract] | |||
Net (loss) income | $ (470) | $ 258 | $ 312 |
Other comprehensive (loss) income, net of tax | |||
Foreign currency adjustment | 37 | (34) | (13) |
Deferred (loss) gain on derivative financial instruments | (21) | (11) | 3 |
Minimum pension liability | 2 | (5) | 1 |
Other comprehensive income (loss), net of tax | 18 | (50) | (9) |
Total comprehensive (loss) income | (452) | 208 | 303 |
Less: Income attributable to noncontrolling interest | (5) | (2) | (5) |
Comprehensive (loss) income attributable to Warner Music Group Corp. | $ (457) | $ 206 | $ 298 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2018 | |
Cash flows from operating activities | |||
Net (loss) income | $ (470) | $ 258 | $ 312 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation and amortization | 261 | 269 | 261 |
Unrealized losses (gains) and remeasurement of foreign-denominated loans and foreign currency forward exchange contracts | 54 | (28) | (3) |
Deferred income taxes | (57) | (68) | 66 |
Loss on extinguishment of debt | 34 | 7 | 31 |
Net (gain) loss on divestitures and investments | (2) | (20) | (389) |
Non-cash interest expense | 5 | 6 | 6 |
Non-cash stock-based compensation expense | 608 | 50 | 62 |
Changes in operating assets and liabilities: | |||
Accounts receivable, net | 18 | (90) | (43) |
Inventories | (2) | 3 | (3) |
Royalty advances | (108) | (110) | 31 |
Accounts payable and accrued liabilities | (32) | 3 | 82 |
Royalty payables | 36 | 130 | 22 |
Accrued interest | (4) | 3 | (10) |
Operating lease liabilities | (3) | 0 | 0 |
Deferred revenue | 114 | (4) | (4) |
Other balance sheet changes | 11 | (9) | 4 |
Net cash provided by operating activities | 463 | 400 | 425 |
Cash flows from investing activities | |||
Acquisition of music publishing rights and music catalogs, net | (40) | (41) | (14) |
Capital expenditures | (85) | (104) | (74) |
Investments and acquisitions of businesses, net of cash received | (94) | (231) | (23) |
Proceeds from the sale of investments | 0 | 0 | 516 |
Net cash (used in) provided by investing activities | (219) | (376) | 405 |
Cash flows from financing activities | |||
Repayment of and redemption deposit for Acquisition Corp. 6.750% Senior Notes | 0 | 0 | (635) |
Call premiums paid and deposit on early redemption of debt | (23) | (5) | (23) |
Deferred financing costs paid | (17) | (7) | (12) |
Distribution to noncontrolling interest holder | (7) | (3) | (5) |
Dividends paid | (344) | (94) | (925) |
Net cash (used in) provided by financing activities | (316) | 88 | (955) |
Effect of exchange rate changes on cash and equivalents | 6 | (7) | (8) |
Net (decrease) increase in cash and equivalents | (66) | 105 | (133) |
Cash and equivalents at beginning of period | 619 | 514 | 647 |
Cash and equivalents at end of period | 553 | 619 | 514 |
3.875% Senior Secured Notes | |||
Cash flows from financing activities | |||
Proceeds from issuance of acquisition corp | 535 | 0 | 0 |
2.750% Senior Secured Notes | |||
Cash flows from financing activities | |||
Proceeds from issuance of acquisition corp | 365 | 0 | 0 |
3.000% Senior Secured Notes | |||
Cash flows from financing activities | |||
Proceeds from issuance of acquisition corp | 550 | 0 | 0 |
5.000% Senior Secured Notes | |||
Cash flows from financing activities | |||
Repayment of senior secured notes | (300) | 0 | 0 |
4.875% Senior Secured Notes | |||
Cash flows from financing activities | |||
Repayment of senior secured notes | (220) | 0 | 0 |
4.125% Senior Secured Notes | |||
Cash flows from financing activities | |||
Repayment of senior secured notes | (349) | 0 | 0 |
Senior Term Loan Facility | |||
Cash flows from financing activities | |||
Repayment of senior secured notes | (506) | 0 | 0 |
5.500% Senior Notes | |||
Cash flows from financing activities | |||
Proceeds from issuance of acquisition corp | 0 | 0 | 325 |
Senior Term Loan Facility | |||
Cash flows from financing activities | |||
Proceeds from supplement of Acquisition Corp. Senior Term Loan Facility | 0 | 0 | 320 |
3.625% Senior Secured Notes | |||
Cash flows from financing activities | |||
Proceeds from issuance of acquisition corp | 0 | 514 | 0 |
4.125% Senior Secured Notes | |||
Cash flows from financing activities | |||
Repayment of senior secured notes | 0 | (40) | 0 |
4.875% Senior Secured Notes | |||
Cash flows from financing activities | |||
Repayment of senior secured notes | 0 | (30) | 0 |
5.625% Senior Secured Notes | |||
Cash flows from financing activities | |||
Repayment of senior secured notes | $ 0 | $ (247) | $ 0 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2018 |
3.875% Senior Secured Notes | |||
Interest rate | 3.875% | 3.875% | 3.875% |
2.750% Senior Secured Notes | |||
Interest rate | 2.75% | 2.75% | 2.75% |
3.000% Senior Secured Notes | |||
Interest rate | 3.00% | 3.00% | 3.00% |
5.000% Senior Secured Notes | |||
Interest rate | 5.00% | 5.00% | 5.00% |
4.875% Senior Secured Notes | |||
Interest rate | 4.875% | 4.875% | 4.875% |
4.125% Senior Secured Notes | |||
Interest rate | 4.125% | 4.125% | 4.125% |
5.500% Senior Notes due 2026 | |||
Interest rate | 5.50% | 5.50% | 5.50% |
3.625% Senior Secured Notes | |||
Interest rate | 3.625% | 3.625% | 3.625% |
4.125% Senior Secured Notes due 2024 | |||
Interest rate | 4.125% | 4.125% | 4.125% |
4.875% Senior Secured Notes | |||
Interest rate | 4.875% | 4.875% | 4.875% |
5.625% Senior Secured Notes | |||
Interest rate | 5.625% | 5.625% | 5.625% |
6.750% Senior Notes | |||
Interest rate | 6.75% | 6.75% | 6.75% |
Consolidated Statements of (Def
Consolidated Statements of (Deficit) Equity - USD ($) $ in Millions | Total | Cumulative Effect, Period of Adoption, Adjustment | Common Class A | Common Class B | Common StockCommon Class A | Common StockCommon Class B | Additional Paid-in Capital | Accumulated Deficit | Accumulated DeficitCumulative Effect, Period of Adoption, Adjustment | Accumulated Other Comprehensive Loss | Total Warner Music Group Corp. Equity | Total Warner Music Group Corp. EquityCumulative Effect, Period of Adoption, Adjustment | Noncontrolling Interest | Noncontrolling InterestCumulative Effect, Period of Adoption, Adjustment |
Beginning balance (in shares) at Sep. 30, 2017 | 0 | 503,392,885 | ||||||||||||
Beginning balance at Sep. 30, 2017 | $ 308 | $ 0 | $ 1 | $ 1,127 | $ (654) | $ (181) | $ 293 | $ 15 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Net income | 312 | 307 | 307 | 5 | ||||||||||
Other comprehensive loss, net of tax | (9) | (9) | (9) | |||||||||||
Dividends | (925) | (925) | (925) | |||||||||||
Distribution to noncontrolling interest holders | (6) | (6) | ||||||||||||
Other (in shares) | (1,400,941) | |||||||||||||
Other | 0 | 0 | 0 | 0 | ||||||||||
Ending balance (in shares) at Sep. 30, 2018 | 0 | 501,991,944 | ||||||||||||
Ending balance at Sep. 30, 2018 | (320) | $ 150 | $ 0 | $ 1 | 1,127 | (1,272) | $ 139 | (190) | (334) | $ 139 | 14 | $ 11 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Net income | 258 | 256 | 256 | 2 | ||||||||||
Other comprehensive loss, net of tax | (50) | (50) | (50) | |||||||||||
Dividends | (300) | (300) | (300) | |||||||||||
Distribution to noncontrolling interest holders | (3) | (3) | ||||||||||||
Other (in shares) | 0 | 3,838,078 | ||||||||||||
Other | (4) | (4) | ||||||||||||
Ending balance (in shares) at Sep. 30, 2019 | 0 | 505,830,022 | 0 | 505,830,022 | ||||||||||
Ending balance at Sep. 30, 2019 | (269) | $ 0 | $ 1 | 1,127 | (1,177) | (240) | (289) | 20 | $ 0 | |||||
Ending balance (Accounting Standards Update 2016-02) at Sep. 30, 2019 | 7 | 7 | 7 | |||||||||||
Ending balance (Accounting Standards Update 2016-09) at Sep. 30, 2019 | $ 33 | 33 | $ 33 | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Net income | (470) | (475) | (475) | 5 | ||||||||||
Other comprehensive loss, net of tax | 18 | 18 | 18 | |||||||||||
Dividends | (137) | (137) | (137) | |||||||||||
Distribution to noncontrolling interest holders | (7) | (7) | ||||||||||||
Stock-based compensation expense | 11 | 11 | 11 | |||||||||||
Modification of stock-based compensation plan | 769 | 769 | 769 | |||||||||||
Shares listed through IPO (in shares) | (88,550,000) | 88,550,000 | ||||||||||||
Shares listed through IPO | 0 | |||||||||||||
Shares issued under Omnibus Incentive Plan (in shares) | 28,361 | |||||||||||||
Shares issued under Omnibus Incentive Plan | 0 | |||||||||||||
Other (in shares) | 0 | 4,169,978 | ||||||||||||
Other | 0 | 0 | 0 | 0 | ||||||||||
Ending balance (in shares) at Sep. 30, 2020 | 88,578,361 | 421,450,000 | 88,578,361 | 421,450,000 | ||||||||||
Ending balance at Sep. 30, 2020 | $ (45) | $ 0 | $ 1 | $ 1,907 | $ (1,749) | $ (222) | $ (63) | $ 18 | ||||||
Ending balance (Accounting Standards Update 2016-09) at Sep. 30, 2020 | $ 33 |
Consolidated Statements of (D_2
Consolidated Statements of (Deficit) Equity (Parenthetical) - $ / shares | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2018 | |
Accounting Standards Update [Extensible List] | us-gaap:AccountingStandardsUpdate201409Member | ||
Common Class A | |||
Common stock, dividends (in usd per share) | $ 0.12 | ||
Common Class B | |||
Common stock, dividends (in usd per share) | $ 0.27 | $ 0.59 | $ 1.84 |
Description of Business
Description of Business | 12 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | 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. Acquisition of Warner Music Group by Access Industries Pursuant to the Agreement and Plan of Merger, dated as of May 6, 2011 (the “Merger Agreement”), by and among the Company, AI Entertainment Holdings LLC (formerly Airplanes Music LLC), a Delaware limited liability company (“Parent”) and an affiliate of Access Industries, Inc., and Airplanes Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), on July 20, 2011 (the “Merger Closing Date”), Merger Sub merged with and into the Company with the Company surviving as a wholly owned subsidiary of Parent (the “Merger”). In connection with the Merger, the Company delisted its common stock from the New York Stock Exchange (the “NYSE”). The Company continued to voluntarily file with the U.S. Securities and Exchange Commission (the “SEC”) current and periodic reports that would be required to be filed with the SEC pursuant to Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as provided for in certain covenants contained in the instruments covering its outstanding indebtedness. Initial Public Offering On June 5, 2020, the Company completed an initial public offering (“IPO”) of 77,000,000 shares of Class A common stock of the Company, par value $0.001 per share (“Class A Common Stock”) at a public offering price of $25 per share. The Company listed these shares on the NASDAQ stock market under the ticker symbol “WMG.” The offering consisted entirely of secondary shares sold by Access Industries, LLC (collectively with its affiliates, “Access”) and certain related selling stockholders. On July 7, 2020, the Company completed the sale of an additional 11,550,000 shares of Class A Common Stock from the selling stockholders to the underwriters of the Company’s IPO pursuant to the exercise by the underwriters of their option to purchase additional shares of Class A Common Stock. The Company did not receive any of the proceeds of the IPO or exercise of the underwriters’ option. Following the completion of the IPO and the exercise in full of the underwriters’ option to purchase additional shares, Access and its affiliates held an aggregate of 421,450,000 shares of Class B common stock of the Company, par value $0.001 per share (“Class B Common Stock”), representing approximately 99% of the total combined voting power of the Company’s outstanding common stock and approximately 83% of the economic interest. As a result, the Company is a “controlled company” within the meaning of the corporate governance standards of NASDAQ. See Item 1A. Risk Factors — Risks Related to Our Controlling Stockholder. Recorded Music Operations Our Recorded Music business primarily consists of the discovery and development of recording artists and the related marketing, promotion, distribution, sale and licensing of music created by such recording artists. We play an integral role in virtually all aspects of the recorded music value chain from discovering and developing talent to producing, distributing and selling music to marketing and promoting recording artists and their music. In the United States, our Recorded Music business is conducted principally through our major record labels—Atlantic Records and Warner Records. In October 2018, we launched Elektra Music Group in the United States as a standalone label group, which comprises the Elektra, Fueled by Ramen and Roadrunner labels. Our Recorded Music business also includes Rhino Entertainment, a division that specializes in marketing our recorded music catalog through compilations, reissuances of previously released music and video titles and releasing previously unreleased material from our vault. We also conduct our Recorded Music business through a collection of additional record labels including Asylum, Big Beat, Canvasback, East West, Erato, FFRR, Nonesuch, Parlophone, Reprise, Sire, Spinnin’ Records, Warner Classics and Warner Music Nashville. Outside the United States, our Recorded Music business is conducted in more than 70 countries through various subsidiaries, affiliates and non-affiliated licensees. Internationally, we engage in the same activities as in the United States: discovering and signing artists and distributing, selling, marketing and promoting their music. In most cases, we also market, promote, distribute and sell the music of those recording artists for whom our domestic record labels have international rights. In certain smaller markets, we license the right to distribute and sell our music to non-affiliated third-party record labels. Our Recorded Music business’ distribution operations include Warner-Elektra-Atlantic Corporation (“WEA Corp.”), which markets, distributes and sells music and video products to retailers and wholesale distributors; Alternative Distribution Alliance (“ADA”), which markets, distributes and sells the products of independent labels to retail and wholesale distributors; and various distribution centers and ventures operated internationally. In addition to our music being sold in physical retail outlets, our music is also sold in physical form to online physical retailers, such as amazon.com, barnesandnoble.com and bestbuy.com, and distributed in digital form to an expanded universe of digital partners, including streaming services such as those of Amazon, Apple, Deezer, SoundCloud, Spotify, Tencent Music Entertainment Group and YouTube, radio services such as iHeart Radio and SiriusXM and download services. We have integrated the marketing of digital content into all aspects of our business, including artists and repertoire (“A&R”) and distribution. Our business development executives work closely with A&R departments to ensure that while music is being produced, digital assets are also created with all distribution channels in mind, including streaming services, social networking sites, online portals and music-centered destinations. We also work side-by-side with our online and mobile partners to test new concepts. We believe existing and new digital businesses will be a significant source of growth and will provide new opportunities to successfully monetize our assets and create new revenue streams. The proportion of digital revenues attributable to each distribution channel varies by region and proportions may change as the introduction of new technologies continues. As one of the world’s largest music entertainment companies, we believe we are well positioned to take advantage of growth in digital distribution and emerging technologies to maximize the value of our assets. We have diversified our revenues beyond our traditional businesses by entering into expanded-rights deals with recording artists in order to partner with such artists in other aspects of their careers. Under these agreements, we provide services to and participate in recording artists’ activities outside the traditional recorded music business such as touring, merchandising and sponsorships. We have built and acquired artist services capabilities and platforms for marketing and distributing this broader set of music-related rights and participating more widely in the monetization of the artist brands we help create. We believe that entering into expanded-rights deals and enhancing our artist services capabilities in areas such as merchandising, VIP ticketing, fan clubs, concert promotion and management has permitted us to diversify revenue streams and capitalize on other revenue opportunities. This provides for improved long-term relationships with our recording artists and allows us to more effectively connect recording artists and fans. 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 garners a share of the revenues generated from use of the musical compositions. The operations of our Music Publishing business are conducted principally through Warner Chappell Music, our global music publishing company headquartered in Los Angeles, with operations in over 70 countries through various subsidiaries, affiliates, and non-affiliated licensees and sub-publishers. We own or control rights to more than one million musical compositions, including numerous pop hits, American standards, folk songs and motion picture and theatrical compositions. Assembled over decades, our award-winning catalog includes over 80,000 songwriters and composers and a diverse range of genres including pop, rock, jazz, classical, country, R&B, hip-hop, rap, reggae, Latin, folk, blues, symphonic, soul, Broadway, techno, alternative and gospel. Warner Chappell Music also administers the music and soundtracks of several third-party television and film producers and studios. We have an extensive production music catalog collectively branded as Warner Chappell Production Music. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The Company maintains a 52-53 week fiscal year ending on the last Friday in each reporting period. The fiscal year ended September 30, 2020 ended on September 25, 2020, the fiscal year ended September 30, 2019 ended on September 27, 2019 and the fiscal year ended September 30, 2018 ended on September 28, 2018. For convenience purposes, the Company continues to date its financial statements as of September 30. 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. Common Stock On February 28, 2020, the Company amended its certificate of incorporation to increase its authorized capital stock to 2,100,000,000 shares, consisting of 1,000,000,000 shares of Class A Common Stock, 1,000,000,000 shares of Class B Common Stock, and 100,000,000 shares of preferred stock, par value $1.00 per share. In addition, the February 28, 2020 amendment to the Company’s certificate of incorporation also gave effect to the reclassification and 477,242.614671815-for-1 stock split of the Company’s existing common stock outstanding into 510,000,000 shares of Class B Common Stock. This stock split has been retrospectively presented throughout the financial statements. Upon completion of the IPO and the exercise in full of the underwriters’ option to purchase additional shares, 88,550,000 shares of Class A Common Stock, 421,450,000 shares of Class B Common Stock and no shares of preferred stock were outstanding. The Company has also issued 28,361 shares under the Warner Music Group Corp. 2020 Omnibus Incentive Plan as of September 30, 2020. See Note 13, Stock-Based Compensation Plans. Earnings per Share The consolidated statements of operations present basic and diluted earnings per share (“EPS”). Prior to the completion of the IPO, basic and diluted earnings (loss) per share were computed by dividing net income (loss) available to common stockholders by the weighted average number of outstanding common shares less shares issued for the exercise of the deferred equity units since these units were mandatorily redeemable in cash. As such, the deferred equity units were excluded from the denominator of the basic and diluted EPS calculation prior to the IPO completion. Subsequent to the completion of the IPO, the Company utilizes the two-class method to report earnings (loss) per share. The two-class method is an earnings (loss) allocation formula that determines earnings (loss) per share for each class of common stock according to dividends declared and participation rights in undistributed earnings (losses). Undistributed earnings allocated to participating securities are subtracted from net income in determining net income attributable to common stockholders. Since there was a loss for the fiscal year ended September 30, 2020, no earnings were allocated to our participating securities or our post-modification deferred equity units that are no longer mandatorily redeemable in cash after the IPO. See also Note 3, Earnings Per Share. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and the accompanying notes. Actual results could differ from those estimates. Business Combinations The Company accounts for its business acquisitions under the FASB ASC Topic 805, Business Combinations (“ASC 805”) guidance for business combinations. The total cost of acquisitions is allocated to the underlying identifiable net assets based on their respective estimated fair values. The excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. Determining the fair value of assets acquired and liabilities assumed requires management’s judgment and often involves the use of significant estimates and assumptions, including assumptions with respect to future cash inflows and outflows, discount rates, asset lives and market multiples, among other items. Cash and Equivalents The Company considers all highly liquid investments with maturities of three months or less at the date of purchase to be cash equivalents. The Company includes checks outstanding at year end as a component of accounts payable, instead of a reduction in its cash balance where there is not a right of offset in the related bank accounts. Accounts Receivable Credit is extended to customers based upon an evaluation of the customer’s financial condition. Accounts receivable are recorded at net realizable value. Refund Liabilities and Allowance for Doubtful Accounts Management’s estimate of Recorded Music physical products that will be returned, and the amount of receivables that will ultimately be collected is an area of judgment affecting reported revenues and operating income. In determining the estimate of physical product sales that will be returned, management analyzes vendor sales of product, historical return trends, current economic conditions, changes in customer demand and commercial acceptance of the Company’s products. Based on this information, management reserves a percentage of each dollar of physical product sales that provide the customer with the right of return. The provision for such sales returns is reflected as a reduction in the revenues from the related sale. Similarly, the Company monitors customer credit risk related to accounts receivable. Significant judgments and estimates are involved in evaluating if such amounts will ultimately be fully collected. On an ongoing basis, the Company tracks customer exposure based on news reports, ratings agency information, reviews of customer financial data and direct dialogue with customers. Counterparties that are determined to be of a higher risk are evaluated to assess whether the payment terms previously granted to them should be modified. The Company also monitors payment levels from customers, and a provision for estimated uncollectible amounts is maintained based on such payment levels, historical experience, management’s views on trends in the overall receivable agings and, for larger accounts, analyses of specific risks on a customer-specific basis. Concentration of Credit Risk Customer credit risk represents the potential for financial loss if a customer is unwilling or unable to meet its agreed upon contractual payment obligations. As of September 30, 2020 and September 30, 2019, Spotify represented 16% and 13%, respectively, of the Company’s accounts receivable balance. No other single customer accounted for more than 10% of accounts receivable in either period. The Company, by policy, routinely assesses the financial strength of its customers. As such, the Company does not believe there is any significant collection risk. In the Music Publishing business, the Company collects a significant portion of its royalties from copyright collecting societies around the world. Collecting societies and associations generally are not-for-profit organizations that represent composers, songwriters and music publishers. These organizations seek to protect the rights of their members by licensing, collecting license fees and distributing royalties for the use of the members’ works. Accordingly, the Company does not believe there is any significant collection risk from such societies. Inventories Inventories consist of merchandise, vinyl, CDs, DVDs and other related music products. Inventories are stated at the lower of cost or estimated realizable value. Cost is determined using first-in, first-out (“FIFO”) and average cost methods, which approximate cost under the FIFO method. Returned goods included in inventory are valued at estimated realizable value, but not in excess of cost. Derivative and Financial Instruments The Company accounts for these investments as required by the FASB ASC Topic 815, Derivatives and Hedging (“ASC 815”), which requires that all derivative instruments be recognized on the balance sheet at fair value. ASC 815 also provides that, for derivative instruments that qualify for hedge accounting, changes in the fair value are either (a) offset against the change in fair value of the hedged assets, liabilities or firm commitments through earnings or (b) recognized in equity until the hedged item is recognized in earnings, depending on whether the derivative is being used to hedge changes in fair value or cash flows. In addition, the ineffective portion of a derivative’s change in fair value is immediately recognized in earnings. The carrying value of the Company’s financial instruments approximates fair value, except for certain differences relating to long-term, fixed-rate debt (see Note 19) and other financial instruments that are not significant. The fair value of financial instruments is generally determined by reference to market values resulting from trading on a national securities exchange or an over-the-counter market. In cases where quoted market prices are not available, fair value is based on estimates using present value or other valuation techniques. Property, Plant and Equipment Property, plant and equipment acquired in conjunction with business combinations are recorded at fair value. All other additions are recorded at historical cost. Depreciation is calculated using the straight-line method based upon the estimated useful lives of depreciable assets commencing at the date assets are placed in service as follows: five The Company accounts for costs incurred to develop or purchase computer software for internal use in accordance with FASB ASC Subtopic 350-40, Internal-Use Software (“ASC 350-40”). As required by ASC 350-40, the Company capitalizes the costs incurred during the application development stage, which include costs to design the software configuration and interfaces, coding, installation, and testing. Accounting for Goodwill and Other Intangible Assets In accordance with FASB ASC Topic 350, Intangibles—Goodwill and Other (“ASC 350”), the Company accounts for business combinations using the acquisition method of accounting and accordingly, the assets and liabilities of the acquired entities are recorded at their estimated fair values at the acquisition date. Goodwill represents the excess of the purchase price over the fair value of net assets, including the amount assigned to identifiable intangible assets. Pursuant to this guidance, the Company does not amortize the goodwill balance and instead, performs an annual impairment test to assess the fair value of goodwill over its carrying value. Identifiable intangible assets with finite lives are amortized over their useful lives. Goodwill is tested annually for impairment on July 1 and at any time upon occurrence of certain events or changes in circumstances. ASC 350 gives an entity the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit or intangible asset is less than its carrying amount. If an entity determines it is not more likely than not that the fair value of a reporting unit or intangible asset is less than its carrying amount, then performing the quantitative impairment test is unnecessary. However, if an entity concludes otherwise, then the quantitative impairment test shall be used to identify the impairment and measure the amount of an impairment loss to be recognized (if applicable). The Company performs an annual impairment test of its indefinite-lived intangible assets as of July 1 of each fiscal year, unless events occur which trigger the need for an earlier impairment test. The Company has the option to perform a qualitative assessment to determine if an impairment is more likely than not to have occurred. In the qualitative assessment, the Company must evaluate the totality of qualitative factors, including any recent fair value measurements, that impact whether an indefinite-lived intangible asset other than goodwill has a carrying amount that more likely than not exceeds its fair value. The Company must proceed to conduct a quantitative analysis if the Company (i) determines that such an impairment is more likely than not to exist or (ii) forgoes the qualitative assessment entirely. The impairment tests require management to make assumptions about future conditions impacting the value of the indefinite-lived intangible assets, including projected growth rates, cost of capital, effective tax rates, tax amortization periods, royalty rates, market share and others. Valuation of Long-Lived Assets The Company periodically reviews the carrying value of its long-lived assets, including finite-lived intangibles, property, plant and equipment and amortizable intangible assets, whenever events or changes in circumstances indicate that the carrying value may not be recoverable or that the lives assigned may no longer be appropriate. To the extent the estimated future cash inflows attributable to the asset, less estimated future cash outflows, are less than the carrying amount, an impairment loss is recognized in an amount equal to the difference between the carrying value of such asset and its fair value. Assets to be disposed of and for which there is a committed plan to dispose of the assets, whether through sale or abandonment, are reported at the lower of carrying value or fair value less costs to sell. If it is determined that events and circumstances warrant a revision to the remaining period of amortization, an asset’s remaining useful life would be changed, and the remaining carrying amount of the asset would be amortized prospectively over that revised remaining useful life. Foreign Currency Translation The financial position and operating results of substantially all foreign operations are consolidated using the local currency as the functional currency. Local currency assets and liabilities are translated at the rates of exchange on the balance sheet date, and local currency revenues and expenses are translated at average rates of exchange during the period. Resulting translation gains or losses are included in the accompanying consolidated statements of (deficit) equity as a component of accumulated other comprehensive loss. Revenues Recorded Music As required by FASB ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”), the Company recognizes revenue when, or as, control of the promised services or goods is transferred to our customers and in an amount that reflects the consideration the Company is contractually due in exchange for those services or goods. The Company adopted ASC 606 as of October 1, 2018 using the modified retrospective method to all contracts not completed as of the date of adoption. Revenues from the sale or license of Recorded Music products through digital distribution channels are typically recognized when sale or usage occurs based on usage reports received from the customer. These licenses typically contain a single performance obligation, which is ongoing access to all intellectual property in an evolving content library, predicated on: (1) the business practice and contractual ability to remove specific content without a requirement to replace the content and without impact to minimum royalty guarantees and (2) the contracts not containing a specific listing of content subject to the license. For certain licenses where the consideration is fixed and the intellectual property being licensed is static, revenue is recognized at the point in time when control of the licensed content is transferred to the customer. Revenues from the sale of Recorded Music products through digital distribution channels are typically recognized when sale or usage occurs based on usage reports received from the customer. Certain contracts contain non-recoupable fixed fees or minimum guarantees, which are recoupable against royalties. Upon contract inception, the Company will assess whether a shortfall or breakage is expected (i.e., where the minimum guarantee will not be recouped through royalties) in order to determine timing of revenue recognition for the fixed fee or minimum guarantee. For fixed fee and minimum guarantee contracts where breakage is expected, the total transaction price (fixed fee or minimum guarantee) is typically recognized using an appropriate measure of progress over the contractual term. The Company updates its assessment of the transaction price each reporting period to see if anticipated royalty earnings exceed the minimum guarantee. For contracts where breakage is not expected, royalties are recognized as revenue as sales or usage occurs based upon the licensee’s usage reports and, when these reports are not available, revenue is based on historical data, industry information and other relevant trends. Music Publishing Music Publishing revenues are earned from the receipt of royalties relating to the licensing of rights in musical compositions and the sale of published sheet music and songbooks. The receipt of royalties principally relates to amounts earned from the public performance of musical compositions, the mechanical reproduction of musical compositions on recorded media including digital formats and the use of musical compositions in synchronization with visual images. Music publishing royalties, except for synchronization royalties, generally are recognized when the sale or usage occurs. The most common form of consideration for publishing contracts is sales- and usage-based royalties. The collecting societies submit usage reports, typically with payment for royalties due, often on a quarterly or biannual reporting period, in arrears. Royalties are recognized as the sale or usage occurs based upon usage reports and, when these reports are not available, royalties are estimated based on historical data, such as recent royalties reported, company-specific information with respect to changes in repertoire, industry information and other relevant trends. Synchronization revenue is typically recognized as revenue when control of the license is transferred to the customer in accordance with ASC 606. See also Note 4, Revenue Recognition. Royalty Costs and Royalty Advances The Company incurs royalty costs that are payable to our recording artists and songwriters generated from the sale or license of our Recorded Music catalog and Music Publishing copyrights. Royalties are calculated using negotiated rates in accordance with recording artist and songwriter contracts. Calculations are based on revenue earned or user/usage measures or a combination of these. There are instances where such data is not available to be processed and royalty cost calculations may be complex or involve judgments about significant volumes of data to be processed and analyzed. In many instances, the Company commits to pay our recording artists and songwriters royalties in advance of future sales. The Company accounts for these advances under the related guidance in FASB ASC Topic 928, Entertainment—Music (“ASC 928”). Under ASC 928, the Company capitalizes as assets certain advances that it believes are recoverable from future royalties to be earned by the recording artist or songwriter. Recoverability is assessed upon initial commitment of the advance based upon the Company’s forecast of anticipated revenue from the sale of future and existing albums or musical compositions. In determining whether the advance is recoverable, the Company evaluates the current and past popularity of the recording artist or songwriter, the sales history of the recording artist or songwriter, the initial or expected commercial acceptability of the product, the current and past popularity of the genre of music that the product is designed to appeal to, and other relevant factors. Advances vary in both amount and expected life based on the underlying recording artist or songwriter. To the extent that a portion of an outstanding advance is no longer deemed recoverable, that amount will be expensed in the period the determination is made. Advertising As required by the FASB ASC Subtopic 720-35, Advertising Costs (“ASC 720-35”), advertising costs, including costs to produce music videos used for promotional purposes, are expensed as incurred. Advertising expense amounted to approximately $115 million, $108 million and $104 million for the fiscal years ended September 30, 2020, September 30, 2019 and September 30, 2018, respectively. Deferred advertising costs, which principally relate to advertisements that have been paid for but not been exhibited or services that have not been received, were not material for all periods presented. Stock-Based Compensation The Company accounts for stock-based payments as required by ASC 718, Compensation—Stock Compensation (“ASC 718”). Under the recognition provision of ASC 718, the Company’s liability classified stock-based compensation costs are measured each reporting date until settlement. In February 2020, the Company filed a Form S-1 registration statement with the SEC in connection with the IPO, which required a change in accounting policy during the three months ended March 31, 2020 from the intrinsic value method to fair value method in determining the basis of measurement of its stock-based compensation liability. In determining fair value, the Company utilized an option pricing model for those awards with an option-like pay-off, which includes various inputs for volatility, term to exit, discount for lack of marketability, expected dividend yield and risk-free rates. For awards with an equity-like pay-off, inputs for discount of lack of marketability and non-performance risk were considered. The Company continued to use an income approach using a discounted cash flow model to determine its per-share value input within the model. As a result of this change in accounting policy, the Company recorded a decrease to its stock-based compensation liability of $38 million as of March 31, 2020, which resulted in a decrease of $33 million, net of tax, to accumulated deficit for the fiscal year ended September 30, 2020. Upon completion of the IPO in June 2020, the Senior Management Free Cash Flow Plan (the “Plan”) was amended to remove the cash-settlement feature on all future redemptions. As a result, all awards previously issued under the Plan will require settlement in Class A Common Stock. The participants in such plan were also allowed to sell a pro rata portion, consistent with Access’s percentage reduction in shares of Class B Common Stock as a result of the IPO, of their vested profits interests and acquired units of the LLC holding company, Management LLC, in the IPO through a “tag-along right.” Under the provision of ASC 718, the Company determined the Plan was modified as of June 3, 2020, and as such, converted the awards from liability-classified to equity-classified. Prior to conversion, the Company performed a final measurement of its stock-based compensation liability under the fair value method. The final measurement utilized the IPO listing price of $25 per share as the per-share value input within its fair value model. Upon modification of the Plan, the Company reclassified a $769 million stock-based compensation liability to additional paid-in capital, which included $57 million associated with the awards settled through the IPO tag-along right on June 5, 2020. In addition, the Company recognized approximately $11 million of stock-based compensation expense for the period of June 3, 2020 through September 30, 2020 for its unvested share awards that were granted prior to the IPO, which is included in additional paid-in capital. Income Taxes Income taxes are provided using the asset and liability method presented by FASB ASC Topic 740, Income Taxes (“ASC 740”). Under this method, income taxes (i.e., deferred tax assets, deferred tax liabilities, taxes currently payable/refunds receivable and tax expense) are recorded based on amounts refundable or payable in the current fiscal year and include the results of any differences between U.S. GAAP and tax reporting. Deferred income taxes reflect the tax effect of net operating loss, capital loss and general business credit carryforwards and the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial statements and income tax purposes, as determined under enacted tax laws and rates. Valuation allowances are established when management determines that it is more likely than not that some portion or the entire deferred tax asset will not be realized. The financial effect of changes in tax laws or rates is accounted for in the period of enactment. On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”). In accordance with ASC 740, the Company recorded the impacts in the period of enactment. From time to time, the Company engages in transactions in which the tax consequences may be subject to uncertainty. Significant judgment is required in assessing and estimating the tax consequences of these transactions. The Company prepares and files tax returns based on its interpretation of tax laws and regulations. In the normal course of business, the Company’s tax returns are subject to examination by various taxing authorities. Such examinations may result in future tax and interest assessments by these taxing authorities. In determining the Company’s tax provision for financial reporting purposes, the Company establishes a reserve for uncertain tax positions unless such positions are determined to be more likely than not of being sustained upon examination based on their technical merits. There is considerable judgment involved in determining whether positions taken on the Company’s tax returns are more likely than not of being sustained. New Accounting Pronouncements Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (“ASU 2016-02”), which established a new ASC Topic 842 (“ASC 842”) that introduces a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases are classified as either finance or operating, with classification affecting the pattern of expense recognition in the statement of operations. In July 2018, the FASB issued ASU 2018-11, Leases – Targeted Improvements (“ASU 2018-11”), which allows for retrospective application with the recognition of a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. Under this option, entities do not need to apply ASC 842 (along with its disclosure requirements) to the comparative prior periods presented. The Company adopted ASU 2016-02 on October 1, 2019, using the modified retrospective transition method provided by ASU 2018-11. The adoption of ASU 2016-02 resulted in the recognition of operating lease liabilities of $366 million and ROU assets of $297 million, which is net of the historical deferred rent liability balance of $69 million, primarily related to real estate leases. The Company also recorded a decrease to opening accumulated deficit of $7 million, net of taxes, related to previously deferred gains related to sale-leaseback transactions. Upon transition, the Company adopted the “package of three” practical expedient provided by ASC 842 and therefore has not (1) reassessed whether any expired or existing contracts are or contain a lease, (2) reassessed the lease classification for expired or existing leases and (3) reassessed initial direct costs for any existing leases. Rather, the Company will retain the conclusions reached for these items under ASC 840. In August 2017, the FASB issued ASU 2017-12, Targeted Improvements to Accounting for Hedging Activities (“ASU 2017-12”). This ASU improves certain aspects of the hedge accounting model including making more risk management strategies eligible for hedge accounting and simplifying the assessment of hedge effectiveness. ASU 2017-12 is effective for all annual periods beginning after December 15, 2018 and interim periods within those fiscal years. Early adoption is permitted and requires a prospective adoption with a cumulative-effect adjustment to accumulated deficit as of the beginning of the fiscal year of adoption for existing hedging relationships. The Company adopted ASU 2017-12 in the first quarter of fiscal 2020 and this adoption did not have a significant impact on the Company’s financial statements. Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 requires that expected credit losses relating to financial assets measured on an amortized cost basis and available-for-sale debt securities be recorded through an allowance for credit losses. ASU 2016-13 limits the amount of credit losses to be recognized for available-for-sale debt securities to the amount by which carrying value exceeds fair value and also requires the reversal of previously recognized credit losses if fair value increases. ASU 2016-13 will be effective for annual periods beginning after December 15, 2019, and interim periods within those fiscal years. The Company will adopt ASU 2016-13 beginning October 1, 2020 and this adoption is not expected to have a material impact on the Company’s financial statements. In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes (“ASU 2019-12”). This ASU eliminates certain exceptions to the general principles in ASC 740, Income Taxes. Specifically, it eliminates the exception to (1) the incremental approach for intraperiod tax allocation when there is a loss from continuing operations, and income or a gain from other items; (2) the requirement to recognize a deferred tax liability for equity method investments when a foreign subsidiary becomes an equity method investment; (3) the ability not to recognize a deferred tax liability for a foreign subsidiary when a foreign equity method investment becomes a subsidiary; and (4) the general methodology for calculating income taxes in an interim period when a year-to-date loss exceeds the anticipated loss for the year. ASU 2019-12 also simplifies U.S. GAAP by making other changes. ASU 2019-12 will be effective for the annual periods beginning after December 15, 2021, and for interim periods beginning after December 15, 2022. Earlier adoption is permitted. The Company is evaluating the impact of the adoption of this standard on its consolidated financial statements. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings per Share Basic earnings (loss) per share is computed by dividing net income (loss) available to each class of stock by the weighted average number of outstanding common shares for each class of stock. Diluted earnings (loss) per share is computed by dividing net income (loss) available to each class of stock by the weighted average number of outstanding common shares, plus dilutive potential common shares, which is calculated using the treasury-stock method. Under the treasury-stock method, potential common shares are excluded from the computation of EPS in periods in which they have an anti-dilutive effect. The potential dilutive effects of our deferred equity units, shares issued under the Omnibus Incentive Plan, and Class B Common Stock under an if-converted method have been excluded from the Class A Common Stock diluted earnings (loss) per share calculation since their effects would be anti-dilutive due to the net loss attributable to Class A Common Stock for the fiscal year ended September 30, 2020. The Company did not have any dilutive securities for the fiscal years ended September 30, 2019 or September 30, 2018. In computing earnings (loss) per share subsequent to the completion of our IPO, the Company has allocated dividends declared to Class A Common Stock and Class B Common Stock based on timing and amounts actually declared for each class of stock and the undistributed earnings (losses) have been allocated to Class A Common Stock and Class B Common Stock pro rata on a basic weighted average shares outstanding basis since the two classes of stock participate equally on a per share basis upon liquidation. Prior to the completion of the IPO in fiscal 2020, the Company declared two dividends of $37.5 million each, for a total amount of $75 million, on December 26, 2019 and March 25, 2020, respectively, which were allocated solely to Class B Common Stock as there was no outstanding Class A Common Stock at the time these dividends were declared. While Class A and Class B Common Stock have the same dividend rights, the allocation of all dividends declared prior to the IPO to Class B Common Stock has resulted in a different earnings (loss) per share for the two classes of common stock for the fiscal year ended September 30, 2020. Subsequent to the completion of the IPO, and modification of our stock-based compensation awards as described in Note 2, the Class B Common Stock issued to Management LLC for the exercise of the vested deferred equity units is included in the basic weighted average number of outstanding shares of Class B Common Stock. Upon issuance to the participants in the Plan, the Class B Common Stock will be converted into Class A Common Stock and included in the basic weighted average number of outstanding shares of Class A Common Stock. Since the shares expected to satisfy the vested portion of the deferred equity units are already included in the basic weighted average number of outstanding common shares, there is no potential dilutive effect associated with the vested portion of these stock-based compensation awards. The following table sets forth the calculation of basic and diluted net income (loss) per common share under the two-class method (in millions, except share and per share data): Fiscal Year Ended September 30, 2020 2019 2018 Class A Class B Class A Class B Class A Class B Basic and Diluted EPS: Numerator Net (loss) income attributable to Warner Music Group Corp. $ (21) $ (454) $ — $ 256 $ — $ 307 Less: Net income attributable to participating securities (1) — — — — — Net (loss) income attributable to common stockholders $ (22) $ (454) $ — $ 256 $ — $ 307 Denominator Weighted average shares outstanding 26,897,115 477,624,846 0 501,991,944 0 502,630,835 Basic and Diluted EPS $ (0.82) $ (0.95) $ — $ 0.51 $ — $ 0.61 |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Sep. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition For our operating segments, Recorded Music and Music Publishing, the Company accounts for a contract when it has legally enforceable rights and obligations and collectability of consideration is probable. The Company identifies the performance obligations and determines the transaction price associated with the contract, which is then allocated to each performance obligation, using management’s best estimate of standalone selling price for arrangements with multiple performance obligations. Revenue is recognized when, or as, control of the promised services or goods is transferred to the Company’s customers, and in an amount that reflects the consideration the Company is contractually due in exchange for those services or goods. An estimate of variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. Certain of the Company’s arrangements include licenses of intellectual property with consideration in the form of sales- and usage-based royalties. Royalty revenue is recognized when the subsequent sale or usage occurs using the best estimates available of the amounts that will be received by the Company. Disaggregation of Revenue The Company’s revenue consists of the following categories, which aggregate into the segments – Recorded Music and Music Publishing: Fiscal Year Ended September 30, 2020 2019 2018 (in millions) Revenue by Type Digital $ 2,568 $ 2,343 $ 2,019 Physical 434 559 630 Total Physical and Digital 3,002 2,902 2,649 Artist services and expanded-rights 525 629 389 Licensing 283 309 322 Total Recorded Music 3,810 3,840 3,360 Performance 142 183 212 Digital 337 271 237 Mechanical 48 55 72 Synchronization 119 120 119 Other 11 14 13 Total Music Publishing 657 643 653 Intersegment eliminations (4) (8) (8) Total Revenues $ 4,463 $ 4,475 $ 4,005 Revenue by Geographical Location U.S. Recorded Music $ 1,609 $ 1,656 $ 1,460 U.S. Music Publishing 325 300 294 Total U.S. 1,934 1,956 1,754 International Recorded Music 2,201 2,184 1,900 International Music Publishing 332 343 359 Total International 2,533 2,527 2,259 Intersegment eliminations (4) (8) (8) Total Revenues $ 4,463 $ 4,475 $ 4,005 Recorded Music Recorded Music mainly involves selling, marketing, distribution and licensing of recorded music produced by the Company’s recording artists. Recorded Music revenues are derived from four main sources, which include digital, physical, artist services and expanded-rights and licensing. Digital revenues are generated from the expanded universe of digital partners, including digital streaming services and download services. These licenses typically contain a single performance obligation, which is ongoing access to all intellectual property in an evolving content library, predicated on: (1) the business practice and contractual ability to remove specific content without a requirement to replace the content and without impact to minimum royalty guarantees and (2) the contracts not containing a specific listing of content subject to the license. Digital licensing contracts are generally long-term with consideration in the form of sales- and usage-based royalties that are typically received monthly. Certain contracts contain non-recoupable fixed fees or minimum guarantees, which are recoupable against royalties. Upon contract inception, the Company will assess whether a shortfall or breakage is expected (i.e., where the minimum guarantee will not be recouped through royalties) in order to determine timing of revenue recognition for the fixed fee or minimum guarantee. For fixed fee and minimum guarantee contracts where breakage is expected, the total transaction price (fixed fee or minimum guarantee) is recognized proportionately over the contract term using an appropriate measure of progress which is typically based on the Company’s digital partner’s subscribers or streaming activity as these are measures of access to an evolving catalog, or on a straight-line basis. The Company updates its assessment of the transaction price each reporting period to see if anticipated royalty earnings exceed the minimum guarantee. For contracts where breakage is not expected, royalties are recognized as revenue as sales or usage occurs based upon the licensee’s usage reports and, when these reports are not available, revenue is based on historical data, industry information and other relevant trends. Additionally, for certain licenses where the consideration is fixed and the intellectual property being licensed is static, revenue is recognized at the point in time when control of the licensed content is transferred to the customer. Physical revenues are generated from the sale of physical products such as vinyl, CDs and DVDs. Revenues from the sale of physical Recorded Music products are recognized upon transfer of control to the customer, which typically occurs once the product has been shipped and the ability to direct use and obtain substantially all of the benefit from the asset have been transferred. In accordance with industry practice and as is customary in many territories, certain products, such as CDs and DVDs, are sold to customers with the right to return unsold items. Revenues from such sales are generally recognized upon shipment based on gross sales less a provision for future estimated returns. Artist services and expanded-rights revenues are generated from artist services businesses and participations in expanded-rights associated with artists, including merchandising, touring, concert promotion, ticketing, sponsorship, fan clubs, artist websites and artist and brand management. Artist services and expanded-rights contracts are generally short term. Revenue is recognized as or when services are provided (e.g., at time of an artist’s event) assuming collectability is probable. In some cases, the Company is reliant on the artist to report revenue generating activities. For certain artist services and expanded-rights contracts, collectability is not considered probable until notification is received from the artist’s management. Licensing revenues represent royalties or fees for the right to use sound recordings in combination with visual images such as in films or television programs, television commercials and video games. In certain territories, the Company may also receive royalties when sound recordings are performed publicly through broadcast of music on television, radio and cable and in public spaces such as shops, workplaces, restaurants, bars and clubs. Licensing contracts are generally short term. For fixed-fee contracts, revenue is recognized at the point in time when control of the licensed content is transferred to the customer. Royalty based contracts are recognized as the underlying sales or usage occurs. Music Publishing Music Publishing acts as a copyright owner and/or administrator of the musical compositions and generates revenues related to the exploitation of musical compositions (as opposed to recorded music). Music publishers generally receive royalties from the use of the musical compositions in public performances, digital and physical recordings and in combination with visual images. Music publishing revenues are derived from five main sources: mechanical, performance, synchronization, digital and other. Performance revenues are received when the musical composition is performed publicly through broadcast of music on television, radio and cable and in retail locations (e.g. bars and restaurants), live performance at a concert or other venue (e.g., arena concerts and nightclubs) and performance of musical compositions in staged theatrical productions. Digital revenues are generated with respect to the musical compositions being embodied in recordings licensed to digital streaming services and digital download services and for digital performance. Mechanical revenues are generated with respect to the musical compositions embodied in recordings sold in any physical format or configuration such as vinyl, CDs and DVDs. Synchronization revenues represent the right to use the composition in combination with visual images such as in films or television programs, television commercials and video games as well as from other uses such as in toys or novelty items and merchandise. Other revenues represent earnings for use in printed sheet music and other uses. Digital and synchronization revenue recognition is similar for both Recorded Music and Music Publishing, therefore refer to the discussion within Recorded Music. Included in these revenue streams, excluding synchronization and other, are licenses with performing rights organizations or collecting societies (e.g., ASCAP, BMI, SESAC and GEMA), which are long-term contracts containing a single performance obligation, which is ongoing access to all intellectual property in an evolving content library. The most common form of consideration for these contracts is sales- and usage-based royalties. The collecting societies submit usage reports, typically with payment for royalties due, often on a quarterly or biannual reporting period, in arrears. Royalties are recognized as the sale or usage occurs based upon usage reports and, when these reports are not available, royalties are estimated based on historical data, such as recent royalties reported, company-specific information with respect to changes in repertoire, industry information and other relevant trends. Also included in these revenue streams are smaller, short-term contracts for specified content, which generally involve a fixed fee. For fixed-fee contracts, revenue is recognized at the point in time when control of the license is transferred to the customer. The Company excludes from the measurement of transaction price all taxes assessed by governmental authorities that are both (i) imposed on and concurrent with a specific revenue-producing transaction and (ii) collected from customers. Sales Returns and Uncollectible Accounts In accordance with practice in the recorded music industry and as customary in many territories, certain physical revenue products (such as CDs and DVDs) are sold to customers with the right to return unsold items. Revenues from such sales are recognized when the products are shipped based on gross sales less a provision for future estimated returns. In determining the estimate of physical product sales that will be returned, management analyzes vendor sales of product, historical return trends, current economic conditions, changes in customer demand and commercial acceptance of the Company’s products. Based on this information, management reserves a percentage of each dollar of physical product sales that provide the customer with the right of return and records an asset for the value of the returned goods and liability for the amounts expected to be refunded. Similarly, management evaluates accounts receivables to determine if they will ultimately be collected. In performing this evaluation, significant judgments and estimates are involved, including an analysis of specific risks on a customer-by-customer basis for larger accounts and customers and a receivables aging analysis that determines the percent that has historically been uncollected by aged category. The time between the Company’s issuance of an invoice and payment due date is not significant; customer payments that are not collected in advance of the transfer of promised services or goods are generally due no later than 30 days from invoice date. Based on this information, management provides a reserve for the estimated amounts believed to be uncollectible. Based on management’s analysis of sales returns, refund liabilities of $24 million and $23 million were established at September 30, 2020 and September 30, 2019, respectively. Based on management’s analysis of uncollectible accounts, reserves of $23 million and $17 million were established at September 30, 2020 and September 30, 2019, respectively. Principal versus Agent Revenue Recognition The Company reports revenue on a gross or net basis based on management’s assessment of whether the Company acts as a principal or agent in the transaction. The determination of whether the Company acts as a principal or an agent in a transaction is based on an evaluation of whether the Company controls the good or service before transfer to the customer. When the Company concludes that it controls the good or service before transfer to the customer, the Company is considered a principal in the transaction and records revenue on a gross basis. When the Company concludes that it does not control the good or service before transfer to the customer but arranges for another entity to provide the good or service, the Company acts as an agent and records revenue on a net basis in the amount it earns for its agency service. In the normal course of business, the Company distributes music content on behalf of third-party record labels. Based on the above guidance, the Company records the distribution of content of third-party record labels on a gross basis, subject to the terms of the contract, as the Company controls the content before transfer to the customer. Conversely, recorded music compilations distributed by other record companies where the Company has a right to participate in the profits are recorded on a net basis. Deferred Revenue Deferred revenue principally relates to fixed fees and minimum guarantees received in advance of the Company’s performance or usage by the licensee. Reductions in deferred revenue are a result of the Company’s performance under the contract or usage by the licensee. Deferred revenue increased by $527 million during the fiscal year ended September 30, 2020 related to cash received from customers for fixed fees and minimum guarantees in advance of performance, including amounts recognized in the period. Revenues of $157 million were recognized during the fiscal year ended September 30, 2020 related to the balance of deferred revenue at October 1, 2018. There were no other significant changes to deferred revenue during the reporting period. Performance Obligations The Company recognized revenue of $42 million and $51 million from performance obligations satisfied in previous periods for the fiscal years ended September 30, 2020 and September 30, 2019, respectively. Wholly and partially unsatisfied performance obligations represent future revenues not yet recorded under long-term intellectual property licensing contracts containing fixed fees, advances and minimum guarantees. Revenues expected to be recognized in the future related to performance obligations that are unsatisfied at September 30, 2020 are as follows: FY21 FY22 FY23 Thereafter Total (in millions) Remaining performance obligations $ 888 $ 73 $ 1 $ — $ 962 Total $ 888 $ 73 $ 1 $ — $ 962 |
Acquisition of EMP
Acquisition of EMP | 12 Months Ended |
Sep. 30, 2020 | |
Business Combinations [Abstract] | |
Acquisition of EMP | Acquisition of EMP On October 10, 2018, Warner Music Group Germany Holding GmbH (“WMG Germany”), a limited liability company under the laws of Germany and an indirect subsidiary of Warner Music Group Corp., closed its previously announced acquisition (the “Acquisition”) of certain shares of E.M.P. Merchandising Handelsgesellschaft mbH, a limited liability company under the laws of Germany, all of the share capital of MIG Merchandising Investment GmbH, a limited liability company under the laws of Germany (“MIG”), certain shares of Large Popmarchandising BVBA, a limited liability company under the laws of Belgium (“Large”) and each of EMP Merchandising Handelsgesellschaft mbH and MIG’s direct and indirect subsidiaries (the “Subsidiaries” and, together with EMP Merchandising Handelsgesellschaft mbH, MIG and Large, “EMP”) from funds associated with Sycamore Partners, pursuant to the Sale and Purchase Agreement, dated as of September 11, 2018, by and between SP Merchandising Holding GmbH & Co. KG, a limited partnership under the laws of Germany, and WMG Germany (“Acquisition Agreement”). The cash consideration paid at closing of the Acquisition was approximately €166 million, which reflects an agreed enterprise value of EMP of approximately €155 million (equivalent to approximately $180 million), as adjusted for, among other items, net debt and estimates of working capital of EMP. The final purchase price paid was determined to be €165 million after finalization of purchase price adjustments, including working capital and other items. The Acquisition was accounted for in accordance with ASC 805, using the acquisition method of accounting. The assets and liabilities of EMP, including identifiable intangible assets, have been measured at their fair value primarily using Level 3 inputs (see Note 19 for additional information on fair value inputs). Determining the fair value of the assets acquired and liabilities assumed requires judgment and involved the use of significant estimates and assumptions, including assumptions with respect to future cash inflows and outflows, discount rates, asset useful lives and market multiples, among other items. The use of different estimates and judgments could yield materially different results. The excess of the purchase price, over the fair value of net assets acquired, including the amount assigned to identifiable intangible assets and deferred tax adjustments, has been recorded to goodwill. The resulting goodwill has been allocated to the Company’s Recorded Music reportable segment. The recognized goodwill will not be deductible for income tax purposes. Any impairment charges made in future periods associated with goodwill will not be tax deductible. The table below presents (i) the Acquisition consideration as it relates to the acquisition of EMP by WMG Germany and (ii) the allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed on the closing date of October 10, 2018 (in millions): Purchase Price € 155 Working Capital 10 Final Purchase Price € 165 Foreign Currency Rate at October 10, 2018 1.15 Final Purchase Price in U.S. dollars $ 190 Fair value of assets acquired and liabilities assumed Cash and equivalents $ 7 Accounts receivable, net 3 Inventories 37 Other current assets 5 Property plant and equipment 32 Intangible assets 81 Accounts payable (18) Other current liabilities (11) Deferred revenue (7) Deferred tax liabilities (25) Other noncurrent liabilities (3) Fair value of assets acquired and liabilities assumed 101 Goodwill recorded 89 Total purchase price allocated $ 190 During fiscal 2019, the Company performed a preliminary allocation in the first and third quarters, which was finalized as of September 30, 2019. The acquisition accounting was based on final determinations of fair value and allocations of purchase price to the identifiable assets and liabilities acquired, including determination of the final working capital adjustment made pursuant to the mechanism set forth in the Acquisition Agreement. Pro Forma Financial Information The following unaudited pro forma information has been presented as if the Acquisition occurred on October 1, 2017. This information is based on historical results of operations, adjusted to give effect to pro forma events that are (i) directly attributable to the Acquisition; (ii) factually supportable; and (iii) expected to have a continuing impact on the Company’s combined results. The pro forma information as presented below is for informational purposes only and is not indicative of the results of operations that would have been achieved if the Acquisition had taken place at the beginning of fiscal 2018. Fiscal Year Ended September 30, 2019 Fiscal Year Ended September 30, 2018 (in millions) Revenue $ 4,480 $ 4,239 Operating income 356 215 Net income attributable to Warner Music Group Corp. 256 304 Actual results related to EMP included in the consolidated statement of operations for the fiscal year ended September 30, 2019 relate to the transition period from October 10, 2018 to September 30, 2019 and consist of revenues of $240 million and operating income of $8 million. |
Comprehensive Income (Loss)
Comprehensive Income (Loss) | 12 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income (loss), which is reported in the accompanying consolidated statements of (deficit) 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 (loss) 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, which include foreign exchange contracts. The following summary sets forth the changes in the components of accumulated other comprehensive loss, net of related tax benefit of approximately $7 million: Foreign Currency Translation Loss (a) Minimum Pension Liability Adjustment Deferred Gains (Losses) On Derivative Financial Instruments Accumulated Other Comprehensive Loss, net (in millions) Balances at September 30, 2017 $ (171) $ (10) $ — $ (181) Other comprehensive loss (13) 1 3 (9) Balances at September 30, 2018 $ (184) $ (9) $ 3 $ (190) Other comprehensive loss (34) (5) (11) (50) Balances at September 30, 2019 $ (218) $ (14) $ (8) $ (240) Other comprehensive income 37 2 (21) 18 Balances at September 30, 2020 $ (181) $ (12) $ (29) $ (222) ______________________________________ (a) Includes historical foreign currency translation related to certain intra-entity transactions. |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment consist of the following: September 30, September 30, (in millions) Land $ 12 $ 12 Buildings and improvements 179 186 Furniture and fixtures 31 25 Computer hardware and software 371 337 Construction in progress 64 20 Machinery and equipment 29 27 Gross Property, Plant and Equipment $ 686 $ 607 Less: Accumulated depreciation (355) (307) Net Property, Plant and Equipment $ 331 $ 300 Depreciation Expense During the fiscal year ended September 30, 2020, the Company recorded depreciation expense of $71 million, which included a one-time charge of $10 million representing the difference between the net book value of a building and its recoverable value. |
Leases
Leases | 12 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Leases | LeasesThe Company’s lease portfolio consists operating real estate leases for its corporate offices and, to a lesser extent, storage and other equipment. Under ASC 842, a contract is or contains a lease when (1) an explicitly or implicitly identified asset has been deployed in the contract and (2) the customer obtains substantially all of the economic benefits from the use of that underlying asset and directs how and for what purpose the asset is used during the term of the contract. The Company determines if an arrangement is or contains a lease at inception of the contract. For all leases (finance and operating), other than those that qualify for the short-term recognition exemption, the Company will recognize on the balance sheet a lease liability for its obligation to make lease payments arising from the lease and a corresponding ROU asset representing its right to use the underlying asset over the period of use based on the present value of lease payments over the lease term as of the lease commencement date. ROU assets are adjusted for initial direct costs, lease payments made and incentives. As the rates implicit in our leases are not readily determinable, the Company uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments. This rate is based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments. The lease term used to calculate the lease liability will include options to extend or terminate the lease when the option to extend or terminate is at the Company’s discretion and it is reasonably certain that the Company will exercise the option. Fixed payments are recognized as lease expense on a straight-line basis over the lease term. For leases with a term of one year or less (“short-term leases”), the lease payments are recognized in the consolidated statements of operations on a straight-line basis over the lease term. ASC 842 requires that only limited types of variable payments be included in the determination of lease payments, which affects lease classification and measurement. Variable lease costs, if any, are recognized as incurred and such costs are excluded from lease balances recorded on the consolidated balance sheet. The initial measurement of the lease liability and ROU asset are determined based on fixed lease payments. Lease payments that depend on an index or a rate (such as the Consumer Price Index or a market interest rate) are variable and recognized in the period in which the payments are incurred. The Company’s operating ROU assets are included in operating lease right-of-use assets and the Company’s current and non-current operating lease liabilities are included in operating lease liabilities, current and operating lease liabilities, noncurrent, respectively, in the Company’s balance sheet. Operating lease liabilities are amortized using the effective interest method. That is, in each period, the liability will be increased to reflect the interest that is accrued on the related liability by using the appropriate discount rate and decreased by the lease payments made during the period. The subsequent measurement of the ROU asset is linked to the amount recognized as the lease liability. Accordingly, the ROU asset is measured as the lease liability adjusted by (1) accrued or prepaid rents (i.e., the aggregate difference between the cash payment and straight-line lease cost), (2) remaining unamortized initial direct costs and lease incentives, and (3) impairments of the ROU asset. Operating lease costs are included in Selling, general and administrative expenses. For lease agreements that contain both lease and non-lease components, the Company has elected the practical expedient provided by ASC 842 that permits the accounting for these components as a single lease component (rather than separating the lease from the non-lease components and accounting for the components individually). The Company enters into operating leases for buildings, office equipment, production equipment, warehouses, and other types of equipment. Our leases have remaining lease terms of 1 year to 11 years, some of which include options to extend the leases for up to 10 years, and some of which include options to terminate the leases within 1 year. Among the Company’s operating leases are its leases for the Ford Factory Building, located at 777 S. Santa Fe Avenue in Los Angeles, California, and for 27 Wrights Lane, Kensington, London. The landlord for both leases is an affiliate of Access. As of September 30, 2020, the aggregate lease liability related to these leases was $135 million. See also Note 14, Related Party Transactions. There are no restrictions or covenants, such as those relating to dividends or incurring additional financial obligations, relating to our lease portfolio, and residual value guarantees are not significant. The components of lease expense for the fiscal year ended September 30, 2020 were as follows (in millions): Lease Cost Operating lease cost $ 53 Short-term lease cost 1 Variable lease cost 8 Sublease income — Total lease cost $ 62 Supplemental cash flow information related to leases for the fiscal year ended September 30, 2020 was as follows (in millions): Cash paid for amounts included in the measurement of operating lease liabilities $ 55 Right-of-use assets obtained in exchange for operating lease obligations 14 Supplemental balance sheet information related to leases as of September 30, 2020 was as follows (in millions): Operating Leases Operating lease right-of-use assets $ 273 Operating lease liabilities, current $ 39 Operating lease liabilities, noncurrent 299 Total operating lease liabilities $ 338 Weighted Average Remaining Lease Term Operating leases 8 years Weighted Average Discount Rate Operating leases 4.58 % Maturities of lease liabilities as of September 30, 2020 were as follows (in millions): 2021 $ 54 2022 53 2023 49 2024 47 2025 46 Thereafter 159 Total lease payments 408 Less imputed interest (70) Total $ 338 As of September 30, 2020, there have been no leases entered into that have not yet commenced. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill The following analysis details the changes in goodwill for each reportable segment: Recorded Music Total (in millions) Balances at September 30, 2018 $ 1,228 $ 464 $ 1,692 Acquisitions 89 — 89 Other adjustments (20) — (20) Balances at September 30, 2019 $ 1,297 $ 464 $ 1,761 Acquisitions 47 — 47 Other adjustments 23 — 23 Balances at September 30, 2020 $ 1,367 $ 464 $ 1,831 The increase in goodwill during the fiscal year ended September 30, 2020 primarily relates to an acquisition in August 2020, which resulted in goodwill of $47 million. The increase in goodwill during the fiscal year ended September 30, 2019 primarily relates to the EMP acquisition, which resulted in an increase in goodwill of $89 million. Please refer to Note 5 of our consolidated financial statements for further discussion. The other adjustments during both the fiscal years ended September 30, 2020 and September 30, 2019 primarily represent foreign currency movements. The Company performs its annual goodwill impairment test in accordance with 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. The performance of the annual fiscal 2020 impairment analysis did not result in an impairment of the Company’s goodwill. Intangible Assets Intangible assets consist of the following: Weighted-Average Useful Life September 30, September 30, (in millions) Intangible assets subject to amortization: Recorded music catalog 10 years $ 876 $ 855 Music publishing copyrights 26 years 1,597 1,539 Artist and songwriter contracts 13 years 862 841 Trademarks 16 years 81 53 Other intangible assets 6 years 84 59 Total gross intangible assets subject to amortization 3,500 3,347 Accumulated amortization (1,847) (1,624) Total net intangible assets subject to amortization 1,653 1,723 Intangible assets not subject to amortization: Trademarks and tradenames Indefinite 154 151 Total net intangible assets $ 1,807 $ 1,874 The Company performs its annual indefinite-lived intangible assets impairment test in accordance with 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 indefinite-lived intangible assets may not be recoverable. The performance of the annual fiscal 2020 impairment analysis did not result in an impairment of the Company’s indefinite-lived intangible assets. Amortization Based on the amount of intangible assets subject to amortization at September 30, 2020, the expected amortization for each of the next five fiscal years and thereafter are as follows (in millions): 2021 $ 192 2022 189 2023 152 2024 118 2025 111 Thereafter 891 Total $ 1,653 The life of all acquired intangible assets is evaluated based on the expected future cash flows associated with the asset. The expected amortization expense above reflects estimated useful lives assigned to the Company’s identifiable, finite-lived intangible assets primarily established in the accounting for the Merger and the PLG Acquisition. |
Debt
Debt | 12 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Debt | Debt Debt Capitalization Long-term debt, all of which was issued by Acquisition Corp., consists of the following: September 30, September 30, (in millions) Revolving Credit Facility (a) $ — $ — Senior Term Loan Facility due 2023 (b) 814 1,313 5.000% Senior Secured Notes due 2023 (c) — 298 4.125% Senior Secured Notes due 2024 (d) — 336 4.875% Senior Secured Notes due 2024 (e) — 218 3.625% Senior Secured Notes due 2026 (f) 521 488 2.750% Senior Secured Notes due 2028 (g) 375 — 3.875% Senior Secured Notes due 2030 (h) 529 — 3.000% Senior Secured Notes due 2031 (i) 544 — 5.500% Senior Notes due 2026 (j) 321 321 Total long-term debt, including the current portion (k) $ 3,104 $ 2,974 ______________________________________ (a) Reflects $300 million of commitments under the Revolving Credit Facility, less letters of credit outstanding of approximately $10 million and $13 million at September 30, 2020 and September 30, 2019, respectively. There were no loans outstanding under the Revolving Credit Facility at September 30, 2020 or September 30, 2019. (b) Principal amount of $820 million and $1.326 billion less unamortized discount of $1 million and $3 million and unamortized deferred financing costs of $5 million and $10 million at September 30, 2020 and September 30, 2019, respectively. On August 12, 2020, Acquisition Corp. made a partial repayment of $506 million under the Senior Term Loan Facility. (c) On July 14, 2020, Acquisition Corp. completed a cash tender offer for its 5.000% Senior Secured Notes due 2023, pursuant to which $244 million of the 5.000% Senior Secured Notes due 2023 were repurchased and the remaining notes were redeemed by Acquisition Corp. on August 1, 2020. The Company recorded a loss on extinguishment of debt of approximately $6 million as a result of the debt redemption, which represents the premium paid on early redemption and unamortized deferred financing costs. (d) On June 30, 2020, Acquisition Corp. redeemed all of the outstanding aggregate principal amount, or €311 million, of its 4.125% Senior Secured Notes due 2024. The Company recorded a loss on extinguishment of debt of approximately $14 million as a result of the debt redemption, which represents the premium paid on early redemption and unamortized deferred financing costs. (e) On June 30, 2020, Acquisition Corp. redeemed all of the outstanding aggregate principal amount, or $220 million, of its 4.875% Senior Secured Notes due 2024. The Company recorded a loss on extinguishment of debt of approximately $10 million as a result of the debt redemption, which represents the premium paid on early redemption and unamortized deferred financing costs. (f) Face amount of €445 million at both September 30, 2020 and September 30, 2019. Above amounts represent the dollar equivalent of such notes at September 30, 2020 and September 30, 2019. Principal amount of $519 million and $487 million, an additional issuance premium of $7 million and $8 million, less unamortized deferred financing costs of $5 million and $7 million at September 30, 2020 and September 30, 2019, respectively. (g) Face amount of €325 million at September 30, 2020. Above amounts represent the dollar equivalent of such notes at September 30, 2020. Principal amount of $379 million less unamortized deferred financing costs of $4 million at September 30, 2020. (h) Principal amount of $535 million less unamortized deferred financing costs of $6 million at September 30, 2020. (i) Principal amount of $550 million less unamortized deferred financing costs of $6 million at September 30, 2020. (j) Principal amount of $325 million less unamortized deferred financing costs of $4 million at both September 30, 2020 and September 30, 2019. (k) Principal amount of debt of $3.127 billion and $2.998 billion, an additional issuance premium of $7 million and $8 million, less unamortized discount of $1 million and $3 million and unamortized deferred financing costs of $29 million and $29 million at September 30, 2020 and September 30, 2019, respectively. The Company is the direct parent of Holdings, which is the direct parent of Acquisition Corp. As of September 30, 2020 Acquisition Corp. had issued and outstanding the 3.625% Senior Secured Notes due 2026, the 5.500% Senior Notes due 2026, the 2.750% Senior Secured Notes due 2028, the 3.875% Senior Secured Notes due 2030 and the 3.000% Senior Secured Notes due 2031 (together, the “Acquisition Corp. Notes”). The 3.625% Senior Secured Notes due 2026 and the 5.500% Senior Notes due 2026 are guaranteed by the Company. The Company’s guarantee of the Acquisition Corp. Notes is full and unconditional. 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 and the unsecured notes are guaranteed on an unsecured senior basis. The Company and Holdings are holding companies that conduct substantially all of their business operations through Acquisition Corp. Accordingly, the ability of the Company and Holdings to obtain funds from their subsidiaries is restricted by the indentures for the Acquisition Corp. Notes, as well as the credit agreements for the Acquisition Corp. Senior Credit Facilities, including the Revolving Credit Facility and the Senior Term Loan Facility. Fiscal 2020 Transactions Revolving Credit Agreement Amendment On April 3, 2020, Acquisition Corp. entered into an amendment (the “Second Amendment”) to the Revolving Credit Agreement, dated January 31, 2018 (as amended by the amendment dated October 9, 2019), among Acquisition Corp., the several banks and other financial institutions party thereto and Credit Suisse AG, as administrative agent, governing Acquisition Corp.’s senior secured revolving credit facility (the “Revolving Credit Facility”) with Credit Suisse AG, as administrative agent, and the other financial institutions and lenders from time to time party thereto. The Second Amendment (among other changes) (i) increases the commitments under the Revolving Credit Facility from an aggregate principal amount of $180 million to an aggregate principal amount of $300 million, (ii) extends the final maturity date of the Revolving Credit Facility from January 31, 2023 to April 3, 2025, (iii) reduces the interest margin applicable to the loans upon achievement of certain leverage ratios based on a leverage-based pricing grid, (iv) reduces the commitment fee based on a leverage-based pricing grid and limits commitment fees to be paid only on unused amounts of commitments, (v) increases the maximum letter of credit exposure permitted under the Revolving Credit Facility from $50 million to $90 million, (vi) increases the springing financial maintenance covenant from a Senior Secured Indebtedness to EBITDA Ratio of 4.75:1.00 to a Senior Secured Indebtedness to EBITDA Ratio of 5.00:1.00 and provides that the covenant shall not be tested unless at the end of a fiscal quarter the outstanding amount of loans and drawings under letters of credit which have not been reimbursed exceeds $105 million, (vii) adds covenant suspension upon achievement of an investment grade rating or a Total Indebtedness to EBITDA Ratio of 3.25:1.00, and (viii) adds certain exceptions and increases certain baskets in connection with Acquisition Corp.’s negative covenants, including those related to the incurrence of indebtedness, liens and restricted payments. The Company incurred approximately $1 million in financing fees associated with the Second Amendment which were capitalized and will be amortized over the amended term of the Revolving Credit Facility. Redemption of 4.125% Senior Secured Notes and 4.875% Senior Secured Notes On June 30, 2020, Acquisition Corp. redeemed in full all of the outstanding aggregate principal amount of the 4.125% Senior Secured Notes and 4.875% Senior Secured Notes, equal to €311 million aggregate principal amount of the 4.125% Senior Secured Notes and $220 million aggregate principal amount of the 4.875% Senior Secured Notes, using a portion of the proceeds from the offering of 3.875% Senior Secured Notes and 2.750% Senior Secured Notes described above. The redemption price for the 4.125% Senior Secured Notes was approximately €322 million, equivalent to 103.094% of the principal amount of the 4.125% Senior Secured Notes, plus accrued but unpaid interest thereon to, but excluding, the redemption date, which was June 30, 2020. The redemption price for the 4.875% Senior Secured Notes was approximately $230 million, equivalent to 103.656% of the principal amount of the 4.875% Senior Secured Notes, plus accrued but unpaid interest thereon to, but excluding, the redemption date, which was June 30, 2020. The Company recorded a loss on extinguishment of debt of approximately $24 million for the fiscal year ended 2020 as a result of these redemptions, which represents the premium paid on early redemption and unamortized deferred financing costs. Tender Offer and Redemption of 5.000% Senior Secured Notes On June 16, 2020, Acquisition Corp. announced a cash tender offer to purchase any and all of the 5.000% Senior Secured Notes. On June 30, 2020, Acquisition Corp. announced that $244 million of the aggregate principal amount of $300 million outstanding had tendered and been accepted in the tender offer. Also on June 30, 2020, Acquisition Corp. issued a notice of redemption calling the remaining outstanding 5.000% Senior Secured Notes not tendered in the tender offer for redemption on August 1, 2020. An additional $295,000 tendered and was accepted in the tender offer on July 14, 2020 and Acquisition Corp. redeemed all 5.000% Senior Secured Notes that were not tendered and accepted for purchase in the tender offer and consent solicitation on August 1, 2020 at the then-applicable redemption price of 101.250%. The Company recorded a loss on extinguishment of debt of approximately $6 million for the fiscal year ended 2020 as a result of this tender offer and redemption, which represents the premium to tender and unamortized deferred financing costs. 3.875% Senior Secured Notes and 2.750% Senior Secured Notes Offerings On June 29, 2020, Acquisition Corp. issued and sold $535 million in aggregate principal amount of 3.875% Senior Secured Notes due 2030 (the “3.875% Senior Secured Notes”) and €325 million in aggregate principal amount of 2.750% Senior Secured Notes due 2028 (the “2.750% Senior Secured Notes”). Net proceeds of the offerings were used to redeem €311 million of the 4.125% Senior Secured Notes and $220 million of the 4.875% Senior Secured Notes (as described above), constituting the redemption of all of the outstanding aggregate principal amount of the 4.125% Senior Secured Notes and the 4.875% Senior Secured Notes, and the remaining proceeds were used towards the tender offer for $300 million aggregate principal amount of 5.000% Senior Secured Notes, $244 million of which was tendered and accepted on June 29, 2020 and $295,000 of which was tendered and accepted on July 14, 2020. The remainder of the 5.000% Senior Secured Notes not tendered in the tender offer were redeemed on August 1, 2020 (as described above). Interest on the 3.875% Senior Secured Notes will accrue at the rate of 3.875% per annum and will be payable semi-annually in arrears on January 15 and July 15, commencing on January 15, 2021. Interest on the 2.750% Senior Secured Notes will accrue at the rate of 2.750% per annum and will be payable semi-annually in arrears on January 15 and July 15, commencing on January 15, 2021. The 3.875% Senior Secured Notes and the 2.750% Senior Secured Notes are fully and unconditionally guaranteed on a senior secured basis by each of Acquisition Corp.’s existing direct or indirect wholly-owned domestic restricted subsidiaries and by any such subsidiaries that guarantee obligations of Acquisition Corp. under its existing credit facilities, subject to customary exceptions. The indentures governing the 3.875% Senior Secured Notes and the 2.750% Senior Secured Notes (collectively, the “New Secured Notes Indenture”) do not contain many of the restrictive covenants, certain events of default and other related provisions contained in the indentures previously governing the 4.125% Senior Secured Notes and 4.875% Senior Secured Notes. The New Secured Notes Indenture contains covenants limiting, among other things, Acquisition Corp.’s ability and the ability of most of its subsidiaries to create liens and consolidate, merge, sell or otherwise dispose of all or substantially all of its assets. 3.000% Senior Secured Notes Offering On August 12, 2020, Acquisition Corp. issued and sold $550 million in aggregate principal amount of 3.000% Senior Secured Notes due 2031 (the “3.000% Senior Secured Notes”). Net proceeds of the offering were used to repay a portion of the Senior Term Loan Facility and to pay certain other related fees and expenses. Interest on the Notes will accrue at the rate of 3.000% per annum and will be payable semi-annually in arrears on February 15 and August 15, commencing on February 15, 2021. The Company recorded a loss on extinguishment of debt of approximately $4 million which represented unamortized discount and unamortized deferred financing cost associated with the portion of the term loan repaid. Interest on the 3.000% Senior Secured Notes will accrue at the rate of 3.000% per annum and will be payable semi-annually in arrears on February 15 and August 15, commencing on February 15, 2021. The 3.000% Senior Secured Notes are fully and unconditionally guaranteed on a senior secured basis by each of Acquisition Corp.’s existing direct or indirect wholly-owned domestic restricted subsidiaries and by any such subsidiaries that guarantee obligations of Acquisition Corp. under its existing credit facilities, subject to customary exceptions. The indenture governing the 3.000% Senior Secured Notes contains covenants limiting, among other things, Acquisition Corp.’s ability and the ability of most of its subsidiaries to create liens and consolidate, merge, sell or otherwise dispose of all or substantially all of its assets. Historical Transactions December 2017 Senior Term Loan Credit Agreement Amendment On December 6, 2017, Acquisition Corp. entered into an amendment (the “December 2017 Senior Term Loan Credit Agreement Amendment”) to the Senior Term Loan Credit Agreement, dated November 1, 2012, among Acquisition Corp., the guarantors party thereto, the lenders party thereto and Credit Suisse AG, as administrative agent, governing Acquisition Corp.’s senior secured term loan facility with Credit Suisse AG, as administrative agent, and the other financial institutions and lenders from time to time party thereto, to, among other things, reduce the pricing terms of its outstanding term loans, change certain incurrence thresholds governing the ability to incur debt and liens, change certain EBITDA add-backs and increase the thresholds above which the excess cash flow sweep is triggered. The Company recorded a loss on extinguishment of debt of approximately $1 million for the fiscal year ended September 30, 2018, which represented the discount and unamortized deferred financing costs related to the prior tranche of debt of the lenders that was replaced. New Revolving Credit Agreement On January 31, 2018, the Company entered into a new revolving credit agreement (the “Revolving Credit Agreement”) for its Revolving Credit Facility, and terminated its existing revolving credit agreement (the “Old Revolving Credit Agreement”). The Revolving Credit Agreement differs from the Old Revolving Credit Agreement in that it, among other things, reduces the interest rate margin applicable to the loans, extends the maturity date thereunder, provides for the option to increase the commitments under the Company’s then existing revolving credit agreement, provides for greater flexibility to amend and extend the Company’s then existing revolving credit agreement and create additional tranches thereunder, provides for greater flexibility over future amendments, increases the springing financial maintenance covenant to 4.75:1.00 and provides that the covenant shall not be tested unless at the end of a fiscal quarter the outstanding amount of loans and drawings under letters of credit which have not been reimbursed exceeds $54 million and aligns the other negative covenants with those of the Senior Term Loan Credit Agreement. March 2018 Senior Term Loan Credit Agreement Amendment On March 14, 2018, Acquisition Corp. incurred $320 million of supplemental term loans (the “Supplemental Term Loans”) pursuant to an increase supplement (the “March 2018 Senior Term Loan Credit Agreement Supplement”) to the Senior Term Loan Credit Agreement, dated November 1, 2012, among Acquisition Corp., the guarantors party thereto, the lenders party thereto and Credit Suisse AG, as administrative agent, governing Acquisition Corp.’s senior secured term loan facility with Credit Suisse AG, as administrative agent, and the other financial institutions and lenders from time to time party thereto (as amended, the “Senior Term Loan Credit Agreement”). The principal amount outstanding under the Senior Term Loan Credit Agreement including the Supplemental Term Loans prior to the partial repayment with the proceeds of the 3.000% Senior Secured Notes offering as described above was $1.326 billion. Notes Offering On March 14, 2018, Acquisition Corp. issued $325 million in aggregate principal amount of its 5.500% Senior Notes due 2026. Acquisition Corp. used the net proceeds to pay the consideration in the tender offer for its 6.750% Senior Notes due 2022 (the “6.750% Senior Notes”) and to redeem the remaining 6.750% Senior Notes as described below. Tender Offer and Notes Redemption On March 14, 2018, Acquisition Corp. accepted for purchase in connection with the tender offer for the 6.750% Senior Notes that had been validly tendered and not validly withdrawn at or prior to 5:00 p.m., New York City time on March 13, 2018 thereby reducing the aggregate principal amount of the 6.750% Senior Notes by $523 million. Acquisition Corp. then issued a notice of redemption on March 14, 2018 with respect to the remaining $112 million of 6.750% Senior Notes outstanding that were not accepted for payment pursuant to the tender offer. Following payment of the 6.750% Senior Notes tendered at or prior to the expiration time, Acquisition Corp. deposited with the Trustee funds of $119 million to satisfy all obligations under the applicable indenture governing the 6.750% Senior Notes, including call premiums and interest through the date of redemption on April 15, 2018, for the remaining 6.750% Senior Notes not accepted for purchase in the tender offer. On April 15, 2018, Acquisition Corp. redeemed the remaining outstanding 6.750% Senior Notes. The Company recorded a loss on extinguishment of debt in connection with the tender offer of approximately $23 million for the fiscal year ended September 30, 2018 as a result of the partial debt redemption, which represents the premium paid on early redemption and unamortized deferred financing costs in March 2018. The Company incurred an additional loss on extinguishment of approximately $5 million in April 2018 related to the redemption on the remaining 6.750% Senior Notes, which represents the premium paid on early redemption and unamortized deferred financing costs. June 2018 Senior Term Loan Credit Agreement Amendment On June 7, 2018, Acquisition Corp. entered into an amendment (the “June 2018 Senior Term Loan Credit Agreement Amendment”) to the Senior Term Loan Credit Agreement, dated November 1, 2012, among Acquisition Corp., the guarantors party thereto, the lenders party thereto and Credit Suisse AG, as administrative agent, governing Acquisition Corp.’s senior secured term loan facility with Credit Suisse AG, as administrative agent, and the other financial institutions and lenders from time to time party thereto, to, among other things, reduce the pricing terms of its outstanding term loans, change certain incurrence thresholds governing the ability to incur debt and liens and exclude from the definition of “Senior Secured Indebtedness” certain liens that have junior lien priority on the collateral in relation to the outstanding term loans and the relevant guarantees, as applicable. The Company recorded a loss on extinguishment of debt of approximately $2 million for the fiscal year ended September 30, 2018, which represented the discount and unamortized deferred financing costs related to the prior tranche of debt of the lenders that was replaced. 3.625% Senior Secured Notes Offerings On October 9, 2018, Acquisition Corp. issued and sold €250 million in aggregate principal amount of 3.625% Senior Secured Notes due 2026 (the “3.625% Secured Notes”). Net proceeds of the offering were used to pay the purchase price of the acquisition of EMP, to redeem €34.5 million of the 4.125% Secured Notes (as described below), purchase $30 million of Acquisition Corp.’s 4.875% Senior Secured Notes (as described above) on the open market and to redeem $26.55 million of the 5.625% Senior Secured Notes (as described below). On April 30, 2019, Acquisition Corp. issued and sold €195 million in aggregate principal amount of additional 3.625% Senior Secured Notes due 2026 (the “Additional Notes”). The Additional Notes and the 3.625% Secured Notes were treated as the same series for all purposes under the indenture that governs the 3.625% Secured Notes and the Additional Notes. Net proceeds of the offering were used to redeem all of the 5.625% Secured Notes due 2022. Partial Redemption of 4.125% Senior Secured Notes On October 12, 2018, Acquisition Corp. redeemed €34.5 million aggregate principal amount of its 4.125% Senior Secured Notes due 2024 (the “4.125% Secured Notes”) using a portion of the proceeds from the offering of the 3.625% Secured Notes described above. The redemption price for the 4.125% Secured Notes was approximately €36.17 million, equivalent to 103% of the principal amount of the 4.125% Secured Notes, plus accrued but unpaid interest thereon to, but excluding, the redemption date, which was October 12, 2018. Following the partial redemption of the 4.125% Secured Notes, €311 million of the 4.125% Secured Notes remain outstanding. The Company recorded a loss on extinguishment of debt of approximately $2 million for the fiscal year ended September 30, 2019, which represents the premium paid on early redemption and unamortized deferred financing costs related to the partial redemption of this note. Open Market Purchase On October 9, 2018, Acquisition Corp. purchased, in the open market, $30 million aggregate principal amount of its outstanding 4.875% Senior Secured Notes due 2024 (the “4.875% Secured Notes”). The acquired notes were subsequently retired. Following retirement of the acquired notes, $220 million of the 4.875% Secured Notes remain outstanding. The Company recorded a loss on extinguishment of debt of less than $1 million for the fiscal year ended September 30, 2019, which represents the unamortized deferred financing costs related to the open market purchase. Redemption of 5.625% Senior Secured Notes On November 5, 2018, Acquisition Corp. redeemed $26.55 million aggregate principal amount of its 5.625% Senior Secured Notes due 2022 (the “5.625% Secured Notes”). The redemption price for the 5.625% Secured Notes was approximately $27.38 million, equivalent to 102.813% of the principal amount of the 5.625% Secured Notes, plus accrued but unpaid interest thereon to, but excluding, the redemption date, which was November 5, 2018. Following the partial redemption of the 5.625% Secured Notes, $220.95 million of the 5.625% Secured Notes remain outstanding. The Company recorded a loss on extinguishment of debt of approximately $1 million for the fiscal year ended September 30, 2019, which represents the premium paid on early redemption and unamortized deferred financing costs related to the partial redemption of this note. On April 16, 2019, Acquisition Corp. issued a conditional notice of redemption for all of its 5.625% Secured Notes due 2022 currently outstanding. Settlement of the called 5.625% Secured Notes occurred on May 16, 2019. The Company recorded a loss on extinguishment of debt of approximately $4 million for the fiscal year ended September 30, 2019, which represents the premium paid on early redemption and unamortized deferred financing costs. Interest Rates The loans under the Revolving Credit Facility bear interest at Acquisition Corp.’s election at a rate equal to (i) the rate for deposits in the borrowing currency in the London interbank market (adjusted for maximum reserves) for the applicable interest period (“Revolving LIBOR”) 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 LIBOR 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 3.05x at September 30, 2020, the applicable margin for Eurodollar loans would be 1.625% instead of 1.875% and the applicable margin for ABR loans would be 0.625% 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 rate for deposits in U.S. dollars in the London interbank market (adjusted for maximum reserves) for the applicable interest period (“Term Loan LIBOR”) subject to a zero floor, plus 2.125% 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 Loan LIBOR, plus 1.00% per annum, plus, in each case, 1.125% 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 2.0% 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 Company has entered into, and in the future may enter into, interest rate swaps to manage interest rate risk. Please refer to Note 16 of our consolidated financial statements for further discussion. Maturity of Senior Term Loan Facility The loans outstanding under the Senior Term Loan Facility mature on November 1, 2023. Maturity of Revolving Credit Facility The maturity date of the Revolving Credit Facility is April 3, 2025. Maturities of Senior Notes and Senior Secured Notes As of September 30, 2020, there are no scheduled maturities of notes until 2026, when $844 million is scheduled to mature. Thereafter, $1.463 billion is scheduled to mature. Interest Expense, net Total interest expense, net was $127 million, $142 million and $138 million for the fiscal years ended September 30, 2020, September 30, 2019 and September 30, 2018, respectively. The weighted-average interest rate of the Company’s total debt was 3.7% at September 30, 2020, 4.3% at September 30, 2019 and 4.7% at September 30, 2018. |
Income Taxes
Income Taxes | 12 Months Ended |
Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income TaxesOn December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (“Tax Act”). The Tax Act contains significant revisions to U.S. federal corporate income tax provisions, including, but not limited to, a reduction of the U.S. federal corporate statutory tax rate from 35% to 21%, a one-time transition tax on accumulated foreign earnings, an income inclusion of global intangible low-taxed income (“GILTI”), a deduction against foreign-derived intangible income (“FDII”) and a new minimum tax, the base erosion anti-abuse tax (“BEAT”). In accordance with ASC 740, the Company recorded the effects of the Tax Act during the three months ended December 31, 2017. The reduction in U.S. federal corporate statutory tax rate from 35% to 21% was effective January 1, 2018. The Tax Act requires companies with a fiscal year that begins before and ends after the effective date of the rate change to calculate a blended tax rate based on the pro rata number of days in the fiscal year before and after the effective date. As a result, for the fiscal year ending September 30, 2018, the Company’s U.S. federal statutory income tax rate was 24.5%. For the fiscal years ending September 30, 2020 and 2019, the Company was subject to the U.S. federal corporate statutory tax rate of 21%. The reduction in the U.S. federal corporate statutory tax rate required the Company to adjust its U.S. deferred tax assets and liabilities using the newly enacted tax rate of 21%. As a result, the Company recorded a U.S. income tax expense of $23 million for the reduction of its net U.S. deferred tax assets for the fiscal year ended September 30, 2018. The Company has not recorded any income tax liability related to the one-time transition tax on accumulated foreign earnings (“Transition Tax”) due to an overall deficit in accumulated foreign earnings. GILTI, FDII and BEAT are effective for the Company’s fiscal year ending September 30, 2019. The Company has elected to recognize the GILTI impact in the specific period in which it occurs. The domestic and foreign pretax (loss) income from continuing operations is as follows: Fiscal Year Ended September 30, 2020 2019 2018 (in millions) Domestic $ (655) $ 84 $ 347 Foreign 208 183 95 (Loss) income before income taxes $ (447) $ 267 $ 442 Current and deferred income tax expense provided are as follows: Fiscal Year Ended September 30, 2020 2019 2018 (in millions) Federal: Current $ 3 $ — $ — Deferred (28) (49) 91 Foreign: Current (a) 74 74 58 Deferred (28) (18) (26) U.S. State: Current 3 3 6 Deferred (1) (1) 1 Income tax expense $ 23 $ 9 $ 130 ______________________________________ (a) Includes withholding taxes of $15 million, $17 million and $15 million for the fiscal years ended September 30, 2020, 2019 and 2018, respectively. The differences between the U.S. federal statutory income tax rate of 21.0%, 21.0% and 24.5% for the fiscal years ended September 30, 2020, 2019 and 2018, respectively, and income taxes provided are as follows: Fiscal Year Ended September 30, 2020 2019 2018 (in millions) Taxes on income at the U.S. federal statutory rate $ (94) $ 56 $ 108 U.S. state and local taxes 2 2 7 Foreign income taxed at different rates, including withholding taxes 10 16 19 Increase in valuation allowance 1 1 4 Release of valuation allowance (38) (65) (14) Change in tax rates 4 (4) 23 Impact of GILTI and FDII 2 (4) — Intergroup transfer — — (30) IPO Costs 22 — — Executive Compensation 2 — — Non-deductible long term incentive plan 112 6 8 Other — 1 5 Income tax expense $ 23 $ 9 $ 130 During the fiscal year ended September 30, 2020, the Company recognized a net U.S. tax benefit of $25 million primarily related to the release of a U.S. deferred tax valuation allowance of $33 million offset by a write-off of expiring foreign tax credits of $10 million and a tax benefit of $15 million for the release of valuation allowances in Japan and various foreign jurisdictions. During the fiscal year ended September 30, 2019, the Company recognized a U.S. tax benefit of $59 million related to the release of valuation allowance on U.S. foreign tax credits. During the fiscal year ended September 30, 2018, the Company recognized a U.S. tax expense of $23 million related to the reductions of net U.S. deferred tax assets as a result of the Tax Act. For the fiscal years ended September 30, 2020 and September 30, 2019, the Company incurred losses in certain foreign territories and has offset the tax benefit associated with these losses with a valuation allowance as the Company has determined that it is more likely than not that these losses will not be utilized. For the fiscal year ended September 30, 2020 and September 30, 2019, the Company released $33 million and $59 million, respectively of the U.S. valuation allowance related to foreign tax credit carryforwards. Significant components of the Company’s net deferred tax liabilities are summarized below: September 30, September 30, (in millions) Deferred tax assets: Allowances and reserves $ 30 $ 27 Employee benefits and compensation 80 79 Other accruals 19 17 Tax attribute carryforwards 168 203 Other 22 3 Total deferred tax assets 319 329 Less: Valuation allowance (45) (91) Deferred tax assets, net of valuation allowance 274 238 Deferred tax liabilities: Intangible assets (369) (372) Total deferred tax liabilities (369) (372) Net deferred tax liabilities $ (95) $ (134) During the fiscal year ended September 30, 2020, as a result of final regulations regarding the interest expense allocation rules issued by the Internal Revenue Service in December of 2019, the Company concluded that it is more likely than not that the entire amount of the Company’s deferred tax assets related to foreign tax credits carryforwards in the U.S. will be realized. The current levels of pre-tax income are sufficient to generate the minimum amount of future taxable income needed to support U.S. deferred tax assets realization. In the fiscal year ended September 30, 2019, the Company concluded that the positive evidence relating to the utilization of foreign tax credits outweighs the negative evidence with respect to a portion of the valuation allowance on its foreign tax credit carryovers and released $59 million of its valuation allowance. At September 30, 2020, the Company has no remaining U.S. federal tax net operating loss carryforwards. The Company also has tax net operating loss carryforwards, with no expiration date, in France and Spain of $78 million and $29 million, respectively, and other tax net operating loss carryforwards in state, local and foreign jurisdictions that expire in various periods. In addition, the Company has foreign tax credit carryforwards for U.S. tax purposes of $94 million. The U.S. foreign tax credits will begin to expire in fiscal year 2021. Deferred income taxes have not been recorded on indefinitely reinvested earnings of certain foreign subsidiaries of approximately $234 million at September 30, 2020. Distribution of these earnings may result in foreign withholding taxes and U.S. state taxes. However, variables existing if and when remittance occurs make it impracticable to estimate the amount of the ultimate tax liability, if any, on these accumulated foreign earnings. The Company classifies interest and penalties related to uncertain tax position as a component of income tax expense. As of September 30, 2020 and September 30, 2019, the Company had accrued $4 million and $3 million of interest and penalties, respectively. A reconciliation of the beginning and ending amount of unrecognized tax benefits, including interest and penalties, are as follows (in millions): Balance at September 30, 2017 $ 19 Additions for current year tax positions 3 Additions for prior year tax positions 3 Subtractions for prior year tax positions (7) Balance at September 30, 2018 $ 18 Additions for prior year tax positions 1 Subtractions for prior year tax positions (7) Balance at September 30, 2019 $ 12 Additions for prior year tax positions 3 Subtractions for prior year tax positions (3) Balance at September 30, 2020 $ 12 Included in the total unrecognized tax benefits at September 30, 2020 and September 30, 2019 are $12 million and $12 million, respectively, that if recognized, would reduce the effective income tax rate. The Company has determined that is reasonably possible that its existing reserve for uncertain tax positions as of September 30, 2020 could decrease by up to approximately $2 million related to various ongoing audits and settlement discussions in various foreign jurisdictions. The Company and its subsidiaries file income tax returns in the U.S. and various foreign jurisdictions. The Company has completed tax audits in the U.S. for tax years ended through September 30, 2013, in the U.K. for the tax years ended through September 30, 2017, in Germany for the tax years ended through September 30, 2014 and in France for the tax years ended through September 30, 2018. The Company is at various stages in the tax audit process in certain foreign and local jurisdictions. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Sep. 30, 2020 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | Employee Benefit Plans Certain international employees, such as those in Germany and Japan, participate in locally sponsored defined benefit plans, which are not considered to be material either individually or in the aggregate and have a combined projected benefit obligation of approximately $83 million and $82 million as of September 30, 2020 and September 30, 2019, respectively. Pension benefits under the plans are based on formulas that reflect the employees’ years of service and compensation levels during their employment period. The Company had unfunded pension liabilities relating to these plans of approximately $57 million and $56 million recorded in its balance sheets as of September 30, 2020 and September 30, 2019, respectively. The Company uses a September 30 measurement date for its plans. For each of the fiscal years ended September 30, 2020, September 30, 2019 and September 30, 2018, pension expense amounted to $4 million. Certain employees also participate in defined contribution plans. The Company’s contributions to the defined contribution plans are based upon a percentage of the employees’ elected contributions. The Company’s defined contribution plan expense |
Stock-Based Compensation Plans
Stock-Based Compensation Plans | 12 Months Ended |
Sep. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation Plans | Stock-Based Compensation Plans Warner Music Group Corp. 2020 Omnibus Incentive Plan In connection with the IPO, the Company’s board of directors and stockholders approved the Warner Music Group Corp. 2020 Omnibus Incentive Plan, or the “Omnibus Incentive Plan.” The aggregate number of shares of common stock available for issuance under the Omnibus Incentive Plan were 31,169,099 shares of Class A Common Stock over the 10-year period from the date of adoption. On August 14, 2020, the Company granted members of its Board of Directors a total of 28,361 shares of restricted common stock pursuant to the Omnibus Incentive Plan. These grants represent compensation for board service for the period from the Company’s initial public offering until the Company’s 2021 regularly scheduled annual shareholder meeting, at which time the restricted stock will be vested. Directors are entitled to dividends on this restricted stock during the vesting period. As of September 30, 2020, there have been 28,361 shares issued under the Omnibus Incentive Plan. Warner Music Group Corp. Senior Management Free Cash Flow Plan Effective January 1, 2013, eligible individuals were invited to participate in the Senior Management Free Cash Flow Plan (as amended, the “Plan”). Eligible individuals include any employee, consultant or officer of the Company or any of its affiliates, who is selected by the Company’s Compensation Committee to participate in the Plan. In 2017, the Company’s Compensation Committee invited two additional employees to participate in the Plan. Under the Plan, participants are allocated a specific portion of the Company’s free cash flow to use to purchase the equivalent of Company stock through the acquisition of deferred equity units. Participants also receive a grant of profit interests in a purposely established LLC holding company (the “LLC”) that represent an economic entitlement to future appreciation over an equivalent number of shares of Company stock (“matching units”). The Company’s board of directors authorized the issuance of up to 39,255,429.54 shares of the Company’s common stock pursuant to the Plan, 19,612,714.77 in respect of deferred equity units and 19,612,714.77 in respect of matching units, as adjusted in accordance with the Plan. The LLC currently owns 23,640,925 shares of Class B Common Stock, which includes 4,169,978 of additional shares issued in connection with the December 2019 redemption whereby certain participants in the Plan elected to exchange their deferred equity units for shares of Class B Common Stock of the Company, which were immediately contributed to the LLC in exchange for Class A units of the LLC. Each deferred equity unit is equivalent to a share of Company stock. The Company credits units to active participants each Plan year at the time that annual free cash flow bonuses for such Plan year are determined (although certain participants have already received their complete allocations) and may grant unallocated units under the Plan to certain members of current or future management. At the time that annual free cash flow bonuses for such Plan year are determined, a participant is credited a number of deferred equity units based on their respective allocation divided by the grant date intrinsic value and an equal number of the related matching units is vested. The redemption price of the deferred equity units equals the fair market value of a share of the Company’s stock on the date of the settlement and the redemption price for the matching units equals the excess, if any, of the then fair market value of one Company fractional share over the grant date intrinsic value of one share. Dividend distributions, if any, are also paid out on vested deferred equity units and are calculated on the same basis as the Company’s common shares. The Company has applied a graded (tranche-by-tranche) attribution method and expenses share-based compensation on an accelerated basis over the vesting period of the share award. The Company accounts for share-based payments as required by ASC 718. ASC 718 requires all share-based payments to employees to be recognized as compensation expense. Under the recognition provision of ASC 718, liability classified share-based compensation costs are measured each reporting date until settlement. The Plan was liability classified from inception through June 3, 2020, upon completion of the IPO, further discussed herein. For accounting purposes, the grant date was established at the point the Company and the participant reached a mutual understanding of the key terms and conditions, in this case the date at which the participant accepted the invitation to participate in the Plan. For accounting purposes, deferred equity units are deemed to generally vest between one Upon completion of the IPO in June 2020, the Plan was amended to remove the cash-settlement feature on all future redemptions. As a result, all awards previously issued under the Plan will require settlement in Class A Common Stock. The participants in such plan were also allowed to sell a pro rata portion, consistent with Access’s percentage reduction in shares of Class B Common Stock as a result of the IPO, of their vested profits interests and acquired units of the LLC holding company, WMG Management Holdings, LLC (“Management LLC”), in the IPO through a “tag-along right.” Under the provision of ASC 718, the Company determined the Plan was modified as of June 3, 2020, and as such, converted the awards from liability-classified to equity-classified. Prior to conversion, the Company performed a final measurement of its stock-based compensation liability under the fair value method. The final measurement utilized the IPO listing price of $25 per share as the per-share value input within its fair value model. Upon modification of the Plan, the Company reclassified a $769 million stock-based compensation liability to additional paid-in capital, which included $57 million associated with the awards settled through the IPO tag-along right on June 5, 2020. The following is a summary of the Company’s share awards: Deferred Equity Units Matching Equity Units Deferred Equity Units Weighted-Average Intrinsic Value Matching Equity Units Weighted-Average Intrinsic Value Deferred Equity Units Weighted-Average Grant-Date Intrinsic Value Matching Equity Units Weighted-Average Grant-Date Intrinsic Value Unvested units at September 30, 2018 2,863,456 12,885,551 $ 6.37 $ 3.50 $ 3.12 $ — Granted — — — — — — Vested (962,709) (6,204,154) 7.71 5.10 3.09 — Forfeited — — — — — — Unvested units at September 30, 2019 1,900,747 6,681,397 $ 7.71 $ 4.60 $ 3.13 $ — Granted — — — — — — Vested (1,351,293) (2,369,536) 27.01 24.04 23.91 — Forfeited — — — — — — Unvested units at September 30, 2020 549,454 4,311,861 $ 27.01 $ 23.82 $ 23.82 $ — The weighted-average grant date intrinsic value of deferred equity unit awards for the fiscal year ended September 30, 2020 was $23.82. The fair value of these deferred equity units at September 30, 2020 was $27.01. The weighted-average grant date intrinsic value of deferred equity unit awards for the fiscal year ended September 30, 2019 was $3.13. The fair value of these deferred equity units at September 30, 2019 was $7.71. The weighted-average grant date intrinsic value of deferred equity unit awards for the fiscal year ended September 30, 2018 was $3.12. The fair value of these deferred equity units at September 30, 2018 was $6.37. Compensation Expense The Company recognized non-cash share-based compensation expense of $608 million, free cash flow compensation expense of $16 million and dividend expense related to the equity units of $1 million for the fiscal year ended September 30, 2020. The Company recognized non-cash share-based compensation expense of $50 million, free cash flow compensation expense of $15 million and dividend expense related to the equity units of $7 million for the fiscal year ended September 30, 2019. The Company recognized non-cash share-based compensation expense of $62 million, free cash flow compensation expense of $19 million and dividend expense related to the equity units of $27 million for the fiscal year ended September 30, 2018. In addition, at September 30, 2020, September 30, 2019 and September 30, 2018, the Company had approximately $14 million, $16 million and $18 million, respectively, of unrecognized compensation costs related to its unvested share awards. As of September 30, 2020, the remaining weighted-average period over which total compensation related to unvested awards is expected to be recognized is 1 year. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Management Agreement Upon completion of the Merger, the Company and Holdings entered into the Management Agreement, dated as of the Merger Closing Date, pursuant to which Access provided the Company and its subsidiaries with financial, investment banking, management, advisory and other services. Pursuant to the Management Agreement, the Company paid to Access an annual fee on quarterly basis and reimbursed Access for certain expenses incurred performing services under the agreement. The Company and Holdings agreed to indemnify Access and certain of its affiliates against all liabilities arising out of performance of the Management Agreement. As a result of the completion of the IPO, the Management Agreement terminated in accordance with its terms and the Company paid to Access a one-time termination fee and a fee for transaction services in an aggregate amount of $60 million. The Company recorded these fees within selling, general and administrative expenses in the consolidated statements of operations for the fiscal year ended September 30, 2020. Prior to the termination of the Management Agreement, the Company incurred costs associated with the Management Agreement of approximately $7 million, $11 million and $16 million for the fiscal years ended September 30, 2020, September 30, 2019 and September 30, 2018, respectively. Such amounts have been included as a component of selling, general and administrative expense in the accompanying consolidated statements of operations. Lease Arrangements with Related Parties 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 $13 million per year, subject to annual fixed increases. The remaining lease term is approximately 10 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, 2020, 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 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 $42 million, $49 million and $39 million in connection with the foregoing arrangements during the fiscal years ended September 30, 2020, 2019 and 2018, respectively. 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 years ended September 30, 2020 and 2019, Deezer paid the Company an additional approximately $2 million and $1 million, respectively. Deezer also licenses other publishing rights controlled by Warner Chappell through statutory licenses or through various collecting societies. License Agreements with Snap In 2020, a subsidiary of the Company entered into a worldwide (excluding China) recorded music license agreement for a 24-month term and Warner Chappell also entered into a 2-year license with Snap, Inc. covering the personal, non-commercial use of up to 60 second song clips from WMG’s catalog in messages across Snap properties. The Company earned approximately $500,000 in connection with the foregoing deals during the fiscal year ended September 30, 2020. The Company’s Chairman, Michael Lynton, is also a director of Snap, Inc. Distribution Agreement with Mattel In 2020, a subsidiary of the Company entered into a 3-year digital distribution and physical license of the existing catalog plus new material of Mattel Inc. The Company earned approximately $200,000 in connection with the foregoing arrangements during the fiscal year ended September 30, 2020. The Company’s director, Ynon Kreiz, is also the CEO of Mattel Inc. 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. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Talent Advances The Company routinely enters into long-term commitments with recording artists, songwriters and publishers for the future delivery of music. Such commitments generally become due only upon delivery and Company acceptance of albums from the recording artists or future musical compositions from songwriters and publishers. Additionally, such commitments are typically cancellable at the Company’s discretion, generally without penalty. Based on contractual obligations and the Company’s expected release schedule, aggregate firm commitments to such talent approximated $442 million and $428 million as of September 30, 2020 and September 30, 2019, respectively. Other Other off-balance sheet, firm commitments, which primarily include minimum funding commitments to investees, amounted to approximately $12 million and $10 million at September 30, 2020 and September 30, 2019, respectively. Litigation The Company is involved in various litigation and regulatory proceedings arising in the normal course of business. Where it is determined, in consultation with counsel based on litigation and settlement risks, that a loss is probable and estimable in a given matter, the Company establishes an accrual. In the currently pending proceedings, the amount of accrual is not material. An estimate of the reasonably possible loss or range of loss in excess of the amounts already accrued cannot be made at this time due to various factors typical in contested proceedings, including (1) the results of ongoing discovery; (2) uncertain damage theories and demands; (3) a less than complete factual record; (4) uncertainty concerning legal theories and their resolution by courts or regulators; and (5) the unpredictable nature of the opposing party and its demands. However, the Company cannot predict with certainty the outcome of any litigation or the potential for future litigation. As such, the Company continuously monitors these proceedings as they develop and adjusts any accrual or disclosure as needed. Regardless of the outcome, litigation could have an adverse impact on the Company, including the Company’s brand value, because of defense costs, diversion of management resources and other factors and it could have a material effect on the Company’s results of operations for a given reporting period. |
Derivative Financial Instrument
Derivative Financial Instruments | 12 Months Ended |
Sep. 30, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | Derivative Financial Instruments The Company uses derivative financial instruments, primarily foreign currency forward exchange contracts and interest rate swaps, for the purposes of managing foreign currency exchange rate risk and interest rate risk on expected future cash flows. However, the Company may choose not to hedge certain exposures for a variety of reasons including, but not limited to, accounting considerations and the prohibitive economic cost of hedging particular exposures. There can be no assurance the hedges will offset more than a portion of the financial impact resulting from movements in foreign currency exchange or interest rates. The Company enters into foreign currency forward exchange contracts primarily to hedge the risk that unremitted or future royalties and license fees owed to its U.S. companies for the sale or licensing of U.S.-based music and merchandise abroad may be adversely affected by changes in foreign currency exchange rates. The Company focuses on managing the level of exposure to the risk of foreign currency exchange rate fluctuations on its major currencies, which include the Euro, British pound sterling, Japanese yen, Canadian dollar, Swedish krona, Australian dollar, Brazilian real, Korean won and Norwegian krone. The Company also may at times choose to hedge foreign currency risk associated with financing transactions such as third-party debt and other balance sheet items. The Company’s foreign currency forward exchange contracts have not been designated as hedges under the criteria prescribed in ASC 815. The Company records these contracts at fair value on its balance sheet and the related gains and losses are immediately recognized in the consolidated statement of operations where there is an offsetting entry related to the underlying exposure. In prior periods, certain foreign currency forward exchange contracts were designated and qualified as cash flow hedges under the criteria prescribed in ASC 815. The Company recorded these contracts at fair value on its balance sheet and gains or losses on these contracts were deferred in equity (as a component of comprehensive income (loss)). These deferred gains and losses were recognized in income in the period in which the related royalties and license fees being hedged were received and recognized in income. However, to the extent that any of these contracts were not considered to be perfectly effective in offsetting the change in the value of the royalties and license fees being hedged, any changes in fair value relating to the ineffective portion of these contracts were immediately recognized in the consolidated statement of operations. The Company has entered into, and in the future may enter into, interest rate swaps to manage interest rate risk. These instruments may offset a portion of changes in income or expense, or changes in fair value of the Company’s long-term debt. The interest rate swap instruments are designated and qualify as cash flow hedges under the criteria prescribed in ASC 815. The Company records these contracts at fair value on its balance sheet and gains or losses on these contracts are deferred in equity (as a component of comprehensive income (loss)). The fair value of foreign currency forward exchange contracts is determined by using observable market transactions of spot and forward rates (i.e., Level 2 inputs) which is discussed further in Note 19. Additionally, netting provisions are provided for in existing International Swap and Derivative Association Inc. agreements in situations where the Company executes multiple contracts with the same counterparty. As a result, net assets or liabilities resulting from foreign exchange derivatives subject to these netting agreements are classified within other current assets or other current liabilities in the Company’s consolidated balance sheets. The Company’s hedged interest rate transactions as of September 30, 2020 are expected to be recognized within four years. The fair value of interest rate swaps is based on dealer quotes of market rates (i.e., Level 2 inputs) which is discussed further in Note 19. Interest income or expense related to interest rate swaps is recognized in interest income (expense), net in the same period as the related expense is recognized. The ineffective portions of interest rate swaps are recognized in other income (expense) in the period measured. The Company monitors its positions with, and the credit quality of, the financial institutions that are party to any of its financial transactions. As of September 30, 2020, the Company had no outstanding hedge contracts and no deferred gains or losses in comprehensive loss related to foreign exchange hedging. As of September 30, 2019, the Company had no outstanding hedge contracts and no deferred gains or losses in comprehensive loss related to foreign exchange hedging. As of September 30, 2020, the Company had outstanding $820 million in pay-fixed receive-variable interest rate swaps with $29 million of unrealized deferred losses in comprehensive loss related to the interest rate swaps. As of September 30, 2019, the Company had outstanding $820 million in pay-fixed receive-variable interest rate swaps with $8 million of unrealized deferred losses in comprehensive income related to the interest rate swaps. The Company recorded realized pre-tax losses of $4 million related to its foreign currency forward exchange contracts in the consolidated statement of operations as other expense for the fiscal year ended September 30, 2020. The Company recorded realized pre-tax gains of $3 million related to its foreign currency forward exchange contracts in the consolidated statement of operations as other income for the fiscal year ended September 30, 2019. The unrealized pre-tax losses of the Company’s derivative interest rate swaps designated as cash flow hedges recorded in other comprehensive income during the fiscal year ended September 30, 2020 were $27 million. The unrealized pre-tax losses of the Company’s derivative interest rate swaps designated as cash flow hedges recorded in other comprehensive loss during the fiscal year ended September 30, 2019 were $11 million. The following is a summary of amounts recorded in the consolidated balance sheets pertaining to the Company’s derivative instruments at September 30, 2020 and September 30, 2019: September 30, 2020 (a) September 30, 2019 (b) (in millions) Other noncurrent assets $ — $ 2 Other noncurrent liabilities (38) (13) ______________________________________ (a) $38 million of interest rate swaps in liability positions. (b) $2 million and $13 million of interest rate swaps in asset and liability positions, respectively. |
Segment Information
Segment Information | 12 Months Ended |
Sep. 30, 2020 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information As discussed more fully in Note 1, 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 (“OIBDA”). The Company has supplemented its analysis of OIBDA results by segment with an analysis of operating income (loss) by segment. The accounting policies of the Company’s business segments are the same as those described in the summary of significant accounting policies included elsewhere herein. 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 Corporate Total (in millions) 2020 Revenues $ 3,810 $ 657 $ (4) $ 4,463 Operating income (loss) 175 81 (485) (229) Amortization of intangible assets 119 71 — 190 Depreciation of property, plant and equipment 55 5 11 71 OIBDA 349 157 (474) 32 Total assets 2,483 2,656 1,271 6,410 Capital expenditures 28 1 56 85 2019 Revenues $ 3,840 $ 643 $ (8) $ 4,475 Operating income (loss) 439 92 (175) 356 Amortization of intangible assets 139 69 — 208 Depreciation of property, plant and equipment 45 5 11 61 OIBDA 623 166 (164) 625 Total assets 2,217 2,581 1,219 6,017 Capital expenditures 29 3 72 104 2018 Revenues $ 3,360 $ 653 $ (8) $ 4,005 Operating income (loss) 307 84 (174) 217 Amortization of intangible assets 138 68 — 206 Depreciation of property, plant and equipment 35 7 13 55 OIBDA 480 159 (161) 478 Capital expenditures 20 3 51 74 Revenues relating to operations in different geographical areas are set forth below for the fiscal years ended September 30, 2020, September 30, 2019 and September 30, 2018. Total long-lived assets relating to operations in different geographical areas, which consist of property, plant and equipment, net and operating lease right-of-use assets, net, are set forth below as of September 30, 2020 and September 30, 2019. 2020 2019 2018 Revenues Long-lived Assets Revenues Long-lived Assets Revenues (in millions) United States $ 1,934 $ 426 $ 1,956 $ 201 $ 1,754 United Kingdom 551 49 596 20 593 All other territories 1,978 129 1,923 79 1,658 Total $ 4,463 $ 604 $ 4,475 $ 300 $ 4,005 Customer Concentration In the fiscal year ended September 30, 2020, the Company had two customers, Spotify and Apple, that individually represented 10% or more of total revenues, whereby Spotify represented 17%, and Apple represented 14% of total revenues. In the fiscal year ended September 30, 2019, the Company had two customers, Spotify and Apple, that individually represented 10% or more of total revenues, whereby Spotify represented 14%, and Apple represented 13% of total revenues. In the fiscal year ended September 30, 2018, the Company had two customers, Apple and Spotify, that individually represented 10% or more of total revenues, whereby Apple represented 15%, and Spotify represented 14% of total revenues. These customers’ revenues are included in both the Company’s Recorded Music and Music Publishing segments and the Company expects that the Company’s license agreements with these customers will be renewed in the normal course of business. |
Additional Financial Informatio
Additional Financial Information | 12 Months Ended |
Sep. 30, 2020 | |
Additional Financial Information [Abstract] | |
Additional Financial Information | Additional Financial Information Cash Interest and Taxes The Company made interest payments of approximately $128 million, $138 million and $148 million during the fiscal years ended September 30, 2020, September 30, 2019 and September 30, 2018, respectively. The Company paid approximately $81 million, $63 million and $49 million of income and withholding taxes, net of refunds, for the fiscal years ended September 30, 2020, September 30, 2019 and September 30, 2018, respectively. Dividends The Company’s ability to pay dividends may be restricted by covenants in certain of the indentures governing its notes and in the credit agreements for the Senior Term Loan Facility and the Revolving Credit Facility. In the first quarter of fiscal year 2019, the Company instituted a regular quarterly dividend policy whereby it intended to pay a modest regular quarterly dividend in each of the first three fiscal quarters and a variable dividend for the fourth fiscal quarter in an amount commensurate with cash expected to be generated from operations in such fiscal year, in each case, after taking into account other potential uses for cash, including acquisitions, investment in our business and repayment of indebtedness. In connection with the IPO, the Company amended its dividend policy whereby it intends to pay quarterly cash dividends to holders of its Class A Common Stock and Class B Common Stock. The Company paid the first dividend under this policy of $0.12 per share in September 2020. 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. Prior to the completion of the IPO, in fiscal 2020 the Company paid an aggregate of $281 million in cash dividends to common stockholders, $75 million of which was declared by the Company’s board of directors in fiscal 2020 and $206 million of which was declared by the Company’s board of directors in fiscal 2019 and recorded as an accrual as of September 30, 2019. On August 14, 2020, the Company’s board of directors declared a cash dividend of $0.12 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 on September 1, 2020. For fiscal year 2020, the Company paid an aggregate of $344 million in cash dividends to stockholders and participating security holders. For fiscal year 2019, the Company paid an aggregate of $94 million in cash dividends to stockholders. For fiscal year 2018, the Company paid an aggregate of $925 million in cash dividends to stockholders, which reflected proceeds from the sale of Spotify shares acquired in the ordinary course of business. On November 13, 2020, the Company’s board of directors declared a cash dividend of $0.12 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, payable on December 1, 2020 to stockholders of record as of the close of business on November 24, 2020. COVID-19 Pandemic On March 11, 2020, the COVID-19 outbreak was declared a global pandemic by the World Health Organization. Government-imposed mandates limiting public assembly and restrictions on non-essential businesses have adversely impacted the Company’s operations, including touring and physical product distribution, for the fiscal year ended September 30, 2020. It is unclear how long government-imposed mandates and restrictions will last and to what extent the global pandemic will impact demand for the Company’s music and related services, even as federal, state, local and foreign governments start to lift restrictions. The Company is not presently aware of any events or circumstances arising from the global pandemic that would require us to update any estimates, judgments or materially revise the carrying value of our assets or liabilities. The Company’s estimates may change, however, as new events occur and additional information is obtained, and any such changes will be recognized in the consolidated financial statements. Actual results could differ from estimates, and any such differences may be material to our consolidated financial statements. Spotify Share Sale During the fiscal year ended September 30, 2018, the Company sold all of its shares of common stock in Spotify Technology S.A. (“Spotify”) for cash proceeds of $504 million. In February 2016, the Company publicly announced that it would pay royalties in connection with these proceeds. The sale of shares resulted in an estimated pre-tax gain, net of the estimated royalty expense and other related costs, of $382 million, which was recorded as other income (expense) for the fiscal year ended September 30, 2018. As of September 30, 2018, the estimated royalty expense and other related costs had been accrued, and were subsequently paid. The processing of the royalty expense resulted in advance recoveries of previously expensed royalty advances. The Company calculated the advance recoveries to be $12 million, and recorded these advance recoveries as a credit within operating expense for the fiscal year ended September 30, 2018. The Company also recorded estimated tax expense of $77 million associated with the net income on the sale of shares in fiscal year ended September 30, 2018. Additionally, the cash proceeds received in connection with the sale of shares have been reflected as an investing activity on the statement of cash flows within proceeds from the sale of investments for the fiscal year ended September 30, 2018. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements ASC 820, Fair Value Measurement (“ASC 820”) defines fair value as the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. In addition to defining fair value, ASC 820 expands the disclosure requirements around fair value and establishes a fair value hierarchy for valuation inputs. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of the three levels which is determined by the lowest level input that is significant to the fair value measurement in its entirety. These levels are: • Level 1—inputs are based upon unadjusted quoted prices for identical instruments traded in active markets. • Level 2—inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3—inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models and similar techniques. In accordance with the fair value hierarchy, described above, the following table shows the fair value of the Company’s financial instruments that are required to be measured at fair value as of September 30, 2020 and September 30, 2019. Fair Value Measurements as of September 30, 2020 (Level 1) (Level 2) (Level 3) Total (in millions) Other Current Liabilities: Contractual Obligations (a) $ — $ — $ (2) $ (2) Other Noncurrent Assets: Equity Method Investment (c) — 47 — 47 Other Noncurrent Liabilities: Contractual Obligations (a) — — (4) (4) Interest Rate Swaps (b) — (38) — (38) Total $ — $ 9 $ (6) $ 3 Fair Value Measurements as of September 30, 2019 (Level 1) (Level 2) (Level 3) Total (in millions) Other Current Liabilities: Contractual Obligations (a) $ — $ — $ (9) $ (9) Other Noncurrent Assets: Equity Method Investment (c) — 40 — 40 Interest Rate Swap — 2 — 2 Other Noncurrent Liabilities: Interest Rate Swap — (13) — (13) Total $ — $ 29 $ (9) $ 20 ______________________________________ (a) This represents purchase obligations and contingent consideration related to the Company’s various acquisitions. This is based on a probability weighted performance approach and it is adjusted to fair value on a recurring basis and any adjustments are included as a component of operating income in the consolidated statements of operations. These amounts were mainly calculated using unobservable inputs such as future earnings performance of the Company’s various acquisitions and the expected timing of the payment. (b) The fair value of the interest rate swaps is based on dealer quotes of market forward rates and reflects the amount that the Company would receive or pay as of September 30, 2020 for contracts involving the same attributes and maturity dates. (c) The fair value of equity method investment represents an equity method investment acquired in fiscal 2019 whereby the Company has elected the fair value option under ASC 825, Financial Instruments (“ASC 825”). The valuation is based upon quoted prices in active markets and model-based valuation techniques to determine fair value. The following table reconciles the beginning and ending balances of net liabilities classified as Level 3: Total (in millions) Balance at September 30, 2019 $ (9) Additions (6) Reductions 7 Payments 2 Balance at September 30, 2020 $ (6) Additions to net liabilities during the fiscal year ended September 30, 2020 relate to contingent consideration of $6 million recognized in connection with an acquisition in August 2020 and represent a non-cash investing activity for fiscal year ended September 30, 2020. 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. The Company did not record any impairment charges on these investments during the fiscal year ended September 30, 2020. In addition, there were no observable price changes events that were completed during the fiscal year ended September 30, 2020. Fair Value of Debt Based on the level of interest rates prevailing at September 30, 2020, the fair value of the Company’s debt was $3.137 billion. Based on the level of interest rates prevailing at September 30, 2019, the fair value of the Company’s debt was $3.080 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. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Additional 3.000% Senior Secured Notes On November 2, 2020, Acquisition Corp. issued and sold $250 million of additional 3.000% Senior Secured Notes (the “Additional Notes”). Interest on the Additional Notes will accrue at the rate of 3.000% per annum and will be payable semi-annually in arrears on February 15 and August 15, commencing on February 15, 2021. Acquisition Corp. has the option to repurchase all or a portion of the Additional Notes at any time on one or more occasions on or prior to the fifth business day after December 18, 2020 (the “Special Optional Redemption Election Date”) by giving notice at least five business days prior to such time at the special optional redemption price equal to the issue price of the Additional Notes (excluding accrued interest for the period prior to the settlement date) plus 1% of the principal amount thereof together with accrued and unpaid interest on such Additional Notes from August 12, 2020 (or the most recent interest payment date on which interest was paid) to but excluding the redemption date. The Additional Notes are not initially fungible with the 3.000% Senior Secured Notes issued on August 12, 2020 (the “Original Notes”). To the extent that any Additional Notes remain outstanding following the Special Optional Redemption Election Date, Acquisition Corp. will cause the Additional Notes to bear the same CUSIP and ISIN numbers as the Original Notes (the “CUSIP Merger Event”). Until the CUSIP Merger Event, the Additional Notes will have identical terms as the Original Notes (other than the issue date, the issue price and the special optional redemption provision). After the CUSIP Merger Event, the Additional Notes will have identical terms as (other than the issue date and the issue price), and will be fungible with, and be treated as a single series of senior secured debt securities with, the Original Notes. The proceeds of the issuance and sale of the aforementioned Additional Notes, in conjunction with cash on hand of approximately $90 million, were used to fund two acquisitions of music and music-related assets for aggregate cash consideration of $338 million. With the closing of these transactions, Acquisition Corp. does not intend to exercise the option to repurchase any of the Additional Notes on or prior to the Special Optional Redemption Election Date and, following the CUSIP Merger Event, the Additional Notes will be fungible with, and be treated as a single series of senior secured debt securities with, the Original Notes. |
Quarterly Financial Information
Quarterly Financial Information | 12 Months Ended |
Sep. 30, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information | WARNER MUSIC GROUP CORP. 2020 QUARTERLY FINANCIAL INFORMATION (unaudited) The following table sets forth the quarterly information for Warner Music Group Corp. Three Months Ended September 30, 2020 June 30, 2020 March 31, 2020 December 31, 2019 (in millions, except share data) Revenues $ 1,126 $ 1,010 $ 1,071 $ 1,256 Costs and expenses: Cost of revenue (606) (527) (535) (665) Selling, general and administrative expenses (a) (383) (869) (538) (379) Amortization expense (49) (47) (47) (47) Total costs and expenses (1,038) (1,443) (1,120) (1,091) Operating income (expense) 88 (433) (49) 165 Loss on extinguishment of debt (34) — — — Interest expense, net (29) (32) (33) (33) Other expense (45) (3) (4) (5) (Loss) income before income taxes (20) (468) (86) 127 Income tax benefit (expense) 21 (51) 12 (5) Net income (loss) 1 (519) (74) 122 Less: Income attributable to noncontrolling interest (2) (1) — (2) Net (loss) income attributable to Warner Music Group Corp. $ (1) $ (520) $ (74) $ 120 (a) Includes depreciation expense of: $ (18) $ (15) $ (14) $ (24) Net (loss) income per share attributable to common stockholders: Class A – Basic and Diluted $ 0.00 $ (1.03) $ — $ — Class B – Basic and Diluted $ 0.00 $ (1.03) $ (0.15) $ 0.24 Weighted average common shares: Class A – Basic and Diluted 87,280,769 20,307,692 — — Class B – Basic and Diluted 422,719,231 483,796,267 501,991,944 501,991,944 Quarterly operating results can be disproportionately affected by a particularly strong or weak quarter. Therefore, these quarterly operating results are not necessarily indicative of the results that may be expected for the full fiscal year. WARNER MUSIC GROUP CORP. 2019 QUARTERLY FINANCIAL INFORMATION (unaudited) The following table sets forth the quarterly information for Warner Music Group Corp. Three Months Ended September 30, 2019 June 30, 2019 March 31, 2019 December 31, 2018 (in millions, except share data) Revenues $ 1,124 $ 1,058 $ 1,090 $ 1,203 Costs and expenses: Cost of revenue (639) (577) (559) (626) Selling, general and administrative expenses (a) (408) (372) (354) (376) Amortization expense (48) (51) (55) (54) Total costs and expenses (1,095) (1,000) (968) (1,056) Operating income 29 58 122 147 Loss on extinguishment of debt — (4) — (3) Interest expense, net (34) (36) (36) (36) Other income (expense) 19 (16) 29 28 Income before income taxes 14 2 115 136 Income tax benefit (expense) 77 12 (48) (50) Net income 91 14 67 86 Less: Income attributable to noncontrolling interest (1) (1) — — Net income attributable to Warner Music Group Corp. $ 90 $ 13 $ 67 $ 86 (a) Includes depreciation expense of: $ (18) $ (15) $ (14) $ (14) Net income per share attributable to common stockholders: Class A – Basic and Diluted $ — $ — $ — $ — Class B – Basic and Diluted $ 0.18 $ 0.03 $ 0.13 $ 0.17 Weighted average common shares: Class A – Basic and Diluted — — — — Class B – Basic and Diluted 501,991,944 501,991,944 501,991,944 501,991,944 Quarterly operating results can be disproportionately affected by a particularly strong or weak quarter. Therefore, these quarterly operating results are not necessarily indicative of the results that may be expected for the full fiscal year. |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended |
Sep. 30, 2020 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
Schedule II - Valuation and Qualifying Accounts | Description Balance at Beginning of Period Additions Charged to Cost and Expenses Deductions Balance at End of Period (in millions) Fiscal Year Ended September 30, 2020 Allowance for doubtful accounts $ 17 $ 11 $ (5) $ 23 Reserves for sales returns 23 66 (65) 24 Allowance for deferred tax asset 91 1 (47) 45 Fiscal Year Ended September 30, 2019 Allowance for doubtful accounts $ 18 $ 3 $ (4) $ 17 Reserves for sales returns 28 88 (93) 23 Allowance for deferred tax asset 206 4 (119) 91 Fiscal Year Ended September 30, 2018 Allowance for doubtful accounts $ 18 $ 4 $ (4) $ 18 Reserves for sales returns 33 108 (113) 28 Allowance for deferred tax asset 193 33 (20) 206 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. |
Basis of Consolidation | 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. |
Common Stock | Common StockOn February 28, 2020, the Company amended its certificate of incorporation to increase its authorized capital stock to 2,100,000,000 shares, consisting of 1,000,000,000 shares of Class A Common Stock, 1,000,000,000 shares of Class B Common Stock, and 100,000,000 shares of preferred stock, par value $1.00 per share. In addition, the February 28, 2020 amendment to the Company’s certificate of incorporation also gave effect to the reclassification and 477,242.614671815-for-1 stock split of the Company’s existing common stock outstanding into 510,000,000 shares of Class B Common Stock. This stock split has been retrospectively presented throughout the financial statements. Upon completion of the IPO and the exercise in full of the underwriters’ option to purchase additional shares, 88,550,000 shares of Class A Common Stock, 421,450,000 shares of Class B Common Stock and no shares of preferred stock were outstanding. The Company has also issued 28,361 shares under the Warner Music Group Corp. 2020 Omnibus Incentive Plan as of September 30, 2020. |
Earnings Per Share | Earnings per Share The consolidated statements of operations present basic and diluted earnings per share (“EPS”). Prior to the completion of the IPO, basic and diluted earnings (loss) per share were computed by dividing net income (loss) available to common stockholders by the weighted average number of outstanding common shares less shares issued for the exercise of the deferred equity units since these units were mandatorily redeemable in cash. As such, the deferred equity units were excluded from the denominator of the basic and diluted EPS calculation prior to the IPO completion. Subsequent to the completion of the IPO, the Company utilizes the two-class method to report earnings (loss) per share. The two-class method is an earnings (loss) allocation formula that determines earnings (loss) per share for each class of common stock according to dividends declared and participation rights in undistributed earnings (losses). Undistributed earnings allocated to participating securities are subtracted from net income in determining net income attributable to common stockholders. Since there was a loss for the fiscal year ended September 30, 2020, no earnings were allocated to our participating securities or our post-modification deferred equity units that are no longer mandatorily redeemable in cash after the IPO. See also Note 3, Earnings Per Share. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and the accompanying notes. Actual results could differ from those estimates. |
Business Combinations | Business Combinations The Company accounts for its business acquisitions under the FASB ASC Topic 805, Business Combinations (“ASC 805”) guidance for business combinations. The total cost of acquisitions is allocated to the underlying identifiable net assets based on their respective estimated fair values. The excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. Determining the fair value of assets acquired and liabilities assumed requires management’s judgment and often involves the use of significant estimates and assumptions, including assumptions with respect to future cash inflows and outflows, discount rates, asset lives and market multiples, among other items. |
Cash and Equivalents | Cash and Equivalents The Company considers all highly liquid investments with maturities of three months or less at the date of purchase to be cash equivalents. The Company includes checks outstanding at year end as a component of accounts payable, instead of a reduction in its cash balance where there is not a right of offset in the related bank accounts. |
Accounts Receivable | Accounts Receivable Credit is extended to customers based upon an evaluation of the customer’s financial condition. Accounts receivable are recorded at net realizable value. |
Refund Liabilities and Allowance for Doubtful Accounts | Refund Liabilities and Allowance for Doubtful Accounts Management’s estimate of Recorded Music physical products that will be returned, and the amount of receivables that will ultimately be collected is an area of judgment affecting reported revenues and operating income. In determining the estimate of physical product sales that will be returned, management analyzes vendor sales of product, historical return trends, current economic conditions, changes in customer demand and commercial acceptance of the Company’s products. Based on this information, management reserves a percentage of each dollar of physical product sales that provide the customer with the right of return. The provision for such sales returns is reflected as a reduction in the revenues from the related sale. Similarly, the Company monitors customer credit risk related to accounts receivable. Significant judgments and estimates are involved in evaluating if such amounts will ultimately be fully collected. On an ongoing basis, the Company tracks customer exposure based on news reports, ratings agency information, reviews of customer financial data and direct dialogue with customers. Counterparties that are determined to be of a higher risk are evaluated to assess whether the payment terms previously granted to them should be modified. The Company also monitors payment levels from customers, and a provision for estimated uncollectible amounts is maintained based on such payment levels, historical experience, management’s views on trends in the overall receivable agings and, for larger accounts, analyses of specific risks on a customer-specific basis. |
Concentration of Credit Risk | Concentration of Credit Risk Customer credit risk represents the potential for financial loss if a customer is unwilling or unable to meet its agreed upon contractual payment obligations. As of September 30, 2020 and September 30, 2019, Spotify represented 16% and 13%, respectively, of the Company’s accounts receivable balance. No other single customer accounted for more than 10% of accounts receivable in either period. The Company, by policy, routinely assesses the financial strength of its customers. As such, the Company does not believe there is any significant collection risk. In the Music Publishing business, the Company collects a significant portion of its royalties from copyright collecting societies around the world. Collecting societies and associations generally are not-for-profit organizations that represent composers, songwriters and music publishers. These organizations seek to protect the rights of their members by licensing, collecting license fees and distributing royalties for the use of the members’ works. Accordingly, the Company does not believe there is any significant collection risk from such societies. |
Inventories | Inventories Inventories consist of merchandise, vinyl, CDs, DVDs and other related music products. Inventories are stated at the lower of cost or estimated realizable value. Cost is determined using first-in, first-out (“FIFO”) and average cost methods, which approximate cost under the FIFO method. Returned goods included in inventory are valued at estimated realizable value, but not in excess of cost. |
Derivative and Financial Instruments | Derivative and Financial Instruments The Company accounts for these investments as required by the FASB ASC Topic 815, Derivatives and Hedging (“ASC 815”), which requires that all derivative instruments be recognized on the balance sheet at fair value. ASC 815 also provides that, for derivative instruments that qualify for hedge accounting, changes in the fair value are either (a) offset against the change in fair value of the hedged assets, liabilities or firm commitments through earnings or (b) recognized in equity until the hedged item is recognized in earnings, depending on whether the derivative is being used to hedge changes in fair value or cash flows. In addition, the ineffective portion of a derivative’s change in fair value is immediately recognized in earnings. |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment acquired in conjunction with business combinations are recorded at fair value. All other additions are recorded at historical cost. Depreciation is calculated using the straight-line method based upon the estimated useful lives of depreciable assets commencing at the date assets are placed in service as follows: five The Company accounts for costs incurred to develop or purchase computer software for internal use in accordance with FASB ASC Subtopic 350-40, Internal-Use Software (“ASC 350-40”). As required by ASC 350-40, the Company capitalizes the costs incurred during the application development stage, which include costs to design the software configuration and interfaces, coding, installation, and testing. |
Accounting for Goodwill and Other Intangible Assets | Accounting for Goodwill and Other Intangible Assets In accordance with FASB ASC Topic 350, Intangibles—Goodwill and Other (“ASC 350”), the Company accounts for business combinations using the acquisition method of accounting and accordingly, the assets and liabilities of the acquired entities are recorded at their estimated fair values at the acquisition date. Goodwill represents the excess of the purchase price over the fair value of net assets, including the amount assigned to identifiable intangible assets. Pursuant to this guidance, the Company does not amortize the goodwill balance and instead, performs an annual impairment test to assess the fair value of goodwill over its carrying value. Identifiable intangible assets with finite lives are amortized over their useful lives. Goodwill is tested annually for impairment on July 1 and at any time upon occurrence of certain events or changes in circumstances. ASC 350 gives an entity the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit or intangible asset is less than its carrying amount. If an entity determines it is not more likely than not that the fair value of a reporting unit or intangible asset is less than its carrying amount, then performing the quantitative impairment test is unnecessary. However, if an entity concludes otherwise, then the quantitative impairment test shall be used to identify the impairment and measure the amount of an impairment loss to be recognized (if applicable). The Company performs an annual impairment test of its indefinite-lived intangible assets as of July 1 of each fiscal year, unless events occur which trigger the need for an earlier impairment test. The Company has the option to perform a qualitative assessment to determine if an impairment is more likely than not to have occurred. In the qualitative assessment, the Company must evaluate the totality of qualitative factors, including any recent fair value measurements, that impact whether an indefinite-lived intangible asset other than goodwill has a carrying amount that more likely than not exceeds its fair value. The Company must proceed to conduct a quantitative analysis if the Company (i) determines that such an impairment is more likely than not to exist or (ii) forgoes the qualitative assessment entirely. The impairment tests require management to make assumptions about future conditions impacting the value of the indefinite-lived intangible assets, including projected growth rates, cost of capital, effective tax rates, tax amortization periods, royalty rates, market share and others. |
Valuation of Long-Lived Assets | Valuation of Long-Lived Assets The Company periodically reviews the carrying value of its long-lived assets, including finite-lived intangibles, property, plant and equipment and amortizable intangible assets, whenever events or changes in circumstances indicate that the carrying value may not be recoverable or that the lives assigned may no longer be appropriate. To the extent the estimated future cash inflows attributable to the asset, less estimated future cash outflows, are less than the carrying amount, an impairment loss is recognized in an amount equal to the difference between the carrying value of such asset and its fair value. Assets to be disposed of and for which there is a committed plan to dispose of the assets, whether through sale or abandonment, are reported at the lower of carrying value or fair value less costs to sell. If it is determined that events and circumstances warrant a revision to the remaining period of amortization, an asset’s remaining useful life would be changed, and the remaining carrying amount of the asset would be amortized prospectively over that revised remaining useful life. |
Foreign Currency Translation | Foreign Currency Translation The financial position and operating results of substantially all foreign operations are consolidated using the local currency as the functional currency. Local currency assets and liabilities are translated at the rates of exchange on the balance sheet date, and local currency revenues and expenses are translated at average rates of exchange during the period. Resulting translation gains or losses are included in the accompanying consolidated statements of (deficit) equity as a component of accumulated other comprehensive loss. |
Revenues | Revenues Recorded Music As required by FASB ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”), the Company recognizes revenue when, or as, control of the promised services or goods is transferred to our customers and in an amount that reflects the consideration the Company is contractually due in exchange for those services or goods. The Company adopted ASC 606 as of October 1, 2018 using the modified retrospective method to all contracts not completed as of the date of adoption. Revenues from the sale or license of Recorded Music products through digital distribution channels are typically recognized when sale or usage occurs based on usage reports received from the customer. These licenses typically contain a single performance obligation, which is ongoing access to all intellectual property in an evolving content library, predicated on: (1) the business practice and contractual ability to remove specific content without a requirement to replace the content and without impact to minimum royalty guarantees and (2) the contracts not containing a specific listing of content subject to the license. For certain licenses where the consideration is fixed and the intellectual property being licensed is static, revenue is recognized at the point in time when control of the licensed content is transferred to the customer. Revenues from the sale of Recorded Music products through digital distribution channels are typically recognized when sale or usage occurs based on usage reports received from the customer. Certain contracts contain non-recoupable fixed fees or minimum guarantees, which are recoupable against royalties. Upon contract inception, the Company will assess whether a shortfall or breakage is expected (i.e., where the minimum guarantee will not be recouped through royalties) in order to determine timing of revenue recognition for the fixed fee or minimum guarantee. For fixed fee and minimum guarantee contracts where breakage is expected, the total transaction price (fixed fee or minimum guarantee) is typically recognized using an appropriate measure of progress over the contractual term. The Company updates its assessment of the transaction price each reporting period to see if anticipated royalty earnings exceed the minimum guarantee. For contracts where breakage is not expected, royalties are recognized as revenue as sales or usage occurs based upon the licensee’s usage reports and, when these reports are not available, revenue is based on historical data, industry information and other relevant trends. Music Publishing Music Publishing revenues are earned from the receipt of royalties relating to the licensing of rights in musical compositions and the sale of published sheet music and songbooks. The receipt of royalties principally relates to amounts earned from the public performance of musical compositions, the mechanical reproduction of musical compositions on recorded media including digital formats and the use of musical compositions in synchronization with visual images. Music publishing royalties, except for synchronization royalties, generally are recognized when the sale or usage occurs. The most common form of consideration for publishing contracts is sales- and usage-based royalties. The collecting societies submit usage reports, typically with payment for royalties due, often on a quarterly or biannual reporting period, in arrears. Royalties are recognized as the sale or usage occurs based upon usage reports and, when these reports are not available, royalties are estimated based on historical data, such as recent royalties reported, company-specific information with respect to changes in repertoire, industry information and other relevant trends. Synchronization revenue is typically recognized as revenue when control of the license is transferred to the customer in accordance with ASC 606. See also Note 4, Revenue Recognition. |
Royalty Costs and Royalty Advances | Royalty Costs and Royalty Advances The Company incurs royalty costs that are payable to our recording artists and songwriters generated from the sale or license of our Recorded Music catalog and Music Publishing copyrights. Royalties are calculated using negotiated rates in accordance with recording artist and songwriter contracts. Calculations are based on revenue earned or user/usage measures or a combination of these. There are instances where such data is not available to be processed and royalty cost calculations may be complex or involve judgments about significant volumes of data to be processed and analyzed. In many instances, the Company commits to pay our recording artists and songwriters royalties in advance of future sales. The Company accounts for these advances under the related guidance in FASB ASC Topic 928, Entertainment—Music (“ASC 928”). Under ASC 928, the Company capitalizes as assets certain advances that it believes are recoverable from future royalties to be earned by the recording artist or songwriter. Recoverability is assessed upon initial commitment of the advance based upon the Company’s forecast of anticipated revenue from the sale of future and existing albums or musical compositions. In determining whether the advance is recoverable, the Company evaluates the current and past popularity of the recording artist or songwriter, the sales history of the recording artist or songwriter, the initial or expected commercial acceptability of the product, the current and past popularity of the genre of music that the product is designed to appeal to, and other relevant factors. Advances vary in both amount and expected life based on the underlying recording artist or songwriter. To the extent that a portion of an outstanding advance is no longer deemed recoverable, that amount will be expensed in the period the determination is made. |
Advertising | Advertising As required by the FASB ASC Subtopic 720-35, Advertising Costs (“ASC 720-35”), advertising costs, including costs to produce music videos used for promotional purposes, are expensed as incurred. Advertising expense amounted to approximately $115 million, $108 million and $104 million for the fiscal years ended September 30, 2020, September 30, 2019 and September 30, 2018, respectively. Deferred advertising costs, which principally relate to advertisements that have been paid for but not been exhibited or services that have not been received, were not material for all periods presented. |
Share-Based Compensation | Stock-Based Compensation The Company accounts for stock-based payments as required by ASC 718, Compensation—Stock Compensation (“ASC 718”). Under the recognition provision of ASC 718, the Company’s liability classified stock-based compensation costs are measured each reporting date until settlement. In February 2020, the Company filed a Form S-1 registration statement with the SEC in connection with the IPO, which required a change in accounting policy during the three months ended March 31, 2020 from the intrinsic value method to fair value method in determining the basis of measurement of its stock-based compensation liability. In determining fair value, the Company utilized an option pricing model for those awards with an option-like pay-off, which includes various inputs for volatility, term to exit, discount for lack of marketability, expected dividend yield and risk-free rates. For awards with an equity-like pay-off, inputs for discount of lack of marketability and non-performance risk were considered. The Company continued to use an income approach using a discounted cash flow model to determine its per-share value input within the model. As a result of this change in accounting policy, the Company recorded a decrease to its stock-based compensation liability of $38 million as of March 31, 2020, which resulted in a decrease of $33 million, net of tax, to accumulated deficit for the fiscal year ended September 30, 2020. Upon completion of the IPO in June 2020, the Senior Management Free Cash Flow Plan (the “Plan”) was amended to remove the cash-settlement feature on all future redemptions. As a result, all awards previously issued under the Plan will require settlement in Class A Common Stock. The participants in such plan were also allowed to sell a pro rata portion, consistent with Access’s percentage reduction in shares of Class B Common Stock as a result of the IPO, of their vested profits interests and acquired units of the LLC holding company, Management LLC, in the IPO through a “tag-along right.” Under the provision of ASC 718, the Company determined the Plan was modified as of June 3, 2020, and as such, converted the awards from liability-classified to equity-classified. Prior to conversion, the Company performed a final measurement of its stock-based compensation liability under the fair value method. The final measurement utilized the IPO listing price of $25 per share as the per-share value input within its fair value model. Upon modification of the Plan, the Company reclassified a $769 million stock-based compensation liability to additional paid-in capital, which included $57 million associated with the awards settled through the IPO tag-along right on June 5, 2020. In addition, the Company recognized approximately $11 million of stock-based compensation expense for the period of June 3, 2020 through September 30, 2020 for its unvested share awards that were granted prior to the IPO, which is included in additional paid-in capital. |
Income Taxes | Income Taxes Income taxes are provided using the asset and liability method presented by FASB ASC Topic 740, Income Taxes (“ASC 740”). Under this method, income taxes (i.e., deferred tax assets, deferred tax liabilities, taxes currently payable/refunds receivable and tax expense) are recorded based on amounts refundable or payable in the current fiscal year and include the results of any differences between U.S. GAAP and tax reporting. Deferred income taxes reflect the tax effect of net operating loss, capital loss and general business credit carryforwards and the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial statements and income tax purposes, as determined under enacted tax laws and rates. Valuation allowances are established when management determines that it is more likely than not that some portion or the entire deferred tax asset will not be realized. The financial effect of changes in tax laws or rates is accounted for in the period of enactment. On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”). In accordance with ASC 740, the Company recorded the impacts in the period of enactment. From time to time, the Company engages in transactions in which the tax consequences may be subject to uncertainty. Significant judgment is required in assessing and estimating the tax consequences of these transactions. The Company prepares and files tax returns based on its interpretation of tax laws and regulations. In the normal course of business, the Company’s tax returns are subject to examination by various taxing authorities. Such examinations may result in future tax and interest assessments by these taxing authorities. In determining the Company’s tax provision for financial reporting purposes, the Company establishes a reserve for uncertain tax positions unless such positions are determined to be more likely than not of being sustained upon examination based on their technical merits. There is considerable judgment involved in determining whether positions taken on the Company’s tax returns are more likely than not of being sustained. |
New Accounting Pronouncements | New Accounting Pronouncements Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (“ASU 2016-02”), which established a new ASC Topic 842 (“ASC 842”) that introduces a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases are classified as either finance or operating, with classification affecting the pattern of expense recognition in the statement of operations. In July 2018, the FASB issued ASU 2018-11, Leases – Targeted Improvements (“ASU 2018-11”), which allows for retrospective application with the recognition of a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. Under this option, entities do not need to apply ASC 842 (along with its disclosure requirements) to the comparative prior periods presented. The Company adopted ASU 2016-02 on October 1, 2019, using the modified retrospective transition method provided by ASU 2018-11. The adoption of ASU 2016-02 resulted in the recognition of operating lease liabilities of $366 million and ROU assets of $297 million, which is net of the historical deferred rent liability balance of $69 million, primarily related to real estate leases. The Company also recorded a decrease to opening accumulated deficit of $7 million, net of taxes, related to previously deferred gains related to sale-leaseback transactions. Upon transition, the Company adopted the “package of three” practical expedient provided by ASC 842 and therefore has not (1) reassessed whether any expired or existing contracts are or contain a lease, (2) reassessed the lease classification for expired or existing leases and (3) reassessed initial direct costs for any existing leases. Rather, the Company will retain the conclusions reached for these items under ASC 840. In August 2017, the FASB issued ASU 2017-12, Targeted Improvements to Accounting for Hedging Activities (“ASU 2017-12”). This ASU improves certain aspects of the hedge accounting model including making more risk management strategies eligible for hedge accounting and simplifying the assessment of hedge effectiveness. ASU 2017-12 is effective for all annual periods beginning after December 15, 2018 and interim periods within those fiscal years. Early adoption is permitted and requires a prospective adoption with a cumulative-effect adjustment to accumulated deficit as of the beginning of the fiscal year of adoption for existing hedging relationships. The Company adopted ASU 2017-12 in the first quarter of fiscal 2020 and this adoption did not have a significant impact on the Company’s financial statements. Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 requires that expected credit losses relating to financial assets measured on an amortized cost basis and available-for-sale debt securities be recorded through an allowance for credit losses. ASU 2016-13 limits the amount of credit losses to be recognized for available-for-sale debt securities to the amount by which carrying value exceeds fair value and also requires the reversal of previously recognized credit losses if fair value increases. ASU 2016-13 will be effective for annual periods beginning after December 15, 2019, and interim periods within those fiscal years. The Company will adopt ASU 2016-13 beginning October 1, 2020 and this adoption is not expected to have a material impact on the Company’s financial statements. In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes (“ASU 2019-12”). This ASU eliminates certain exceptions to the general principles in ASC 740, Income Taxes. Specifically, it eliminates the exception to (1) the incremental approach for intraperiod tax allocation when there is a loss from continuing operations, and income or a gain from other items; (2) the requirement to recognize a deferred tax liability for equity method investments when a foreign subsidiary becomes an equity method investment; (3) the ability not to recognize a deferred tax liability for a foreign subsidiary when a foreign equity method investment becomes a subsidiary; and (4) the general methodology for calculating income taxes in an interim period when a year-to-date loss exceeds the anticipated loss for the year. ASU 2019-12 also simplifies U.S. GAAP by making other changes. ASU 2019-12 will be effective for the annual periods beginning after December 15, 2021, and for interim periods beginning after December 15, 2022. Earlier adoption is permitted. The Company is evaluating the impact of the adoption of this standard on its consolidated financial statements. |
Lessee, Leases | The Company’s lease portfolio consists operating real estate leases for its corporate offices and, to a lesser extent, storage and other equipment. Under ASC 842, a contract is or contains a lease when (1) an explicitly or implicitly identified asset has been deployed in the contract and (2) the customer obtains substantially all of the economic benefits from the use of that underlying asset and directs how and for what purpose the asset is used during the term of the contract. The Company determines if an arrangement is or contains a lease at inception of the contract. For all leases (finance and operating), other than those that qualify for the short-term recognition exemption, the Company will recognize on the balance sheet a lease liability for its obligation to make lease payments arising from the lease and a corresponding ROU asset representing its right to use the underlying asset over the period of use based on the present value of lease payments over the lease term as of the lease commencement date. ROU assets are adjusted for initial direct costs, lease payments made and incentives. As the rates implicit in our leases are not readily determinable, the Company uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments. This rate is based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments. The lease term used to calculate the lease liability will include options to extend or terminate the lease when the option to extend or terminate is at the Company’s discretion and it is reasonably certain that the Company will exercise the option. Fixed payments are recognized as lease expense on a straight-line basis over the lease term. For leases with a term of one year or less (“short-term leases”), the lease payments are recognized in the consolidated statements of operations on a straight-line basis over the lease term. ASC 842 requires that only limited types of variable payments be included in the determination of lease payments, which affects lease classification and measurement. Variable lease costs, if any, are recognized as incurred and such costs are excluded from lease balances recorded on the consolidated balance sheet. The initial measurement of the lease liability and ROU asset are determined based on fixed lease payments. Lease payments that depend on an index or a rate (such as the Consumer Price Index or a market interest rate) are variable and recognized in the period in which the payments are incurred. The Company’s operating ROU assets are included in operating lease right-of-use assets and the Company’s current and non-current operating lease liabilities are included in operating lease liabilities, current and operating lease liabilities, noncurrent, respectively, in the Company’s balance sheet. Operating lease liabilities are amortized using the effective interest method. That is, in each period, the liability will be increased to reflect the interest that is accrued on the related liability by using the appropriate discount rate and decreased by the lease payments made during the period. The subsequent measurement of the ROU asset is linked to the amount recognized as the lease liability. Accordingly, the ROU asset is measured as the lease liability adjusted by (1) accrued or prepaid rents (i.e., the aggregate difference between the cash payment and straight-line lease cost), (2) remaining unamortized initial direct costs and lease incentives, and (3) impairments of the ROU asset. Operating lease costs are included in Selling, general and administrative expenses. For lease agreements that contain both lease and non-lease components, the Company has elected the practical expedient provided by ASC 842 that permits the accounting for these components as a single lease component (rather than separating the lease from the non-lease components and accounting for the components individually). |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table sets forth the calculation of basic and diluted net income (loss) per common share under the two-class method (in millions, except share and per share data): Fiscal Year Ended September 30, 2020 2019 2018 Class A Class B Class A Class B Class A Class B Basic and Diluted EPS: Numerator Net (loss) income attributable to Warner Music Group Corp. $ (21) $ (454) $ — $ 256 $ — $ 307 Less: Net income attributable to participating securities (1) — — — — — Net (loss) income attributable to common stockholders $ (22) $ (454) $ — $ 256 $ — $ 307 Denominator Weighted average shares outstanding 26,897,115 477,624,846 0 501,991,944 0 502,630,835 Basic and Diluted EPS $ (0.82) $ (0.95) $ — $ 0.51 $ — $ 0.61 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Sep. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Disaggregation of Revenue | The Company’s revenue consists of the following categories, which aggregate into the segments – Recorded Music and Music Publishing: Fiscal Year Ended September 30, 2020 2019 2018 (in millions) Revenue by Type Digital $ 2,568 $ 2,343 $ 2,019 Physical 434 559 630 Total Physical and Digital 3,002 2,902 2,649 Artist services and expanded-rights 525 629 389 Licensing 283 309 322 Total Recorded Music 3,810 3,840 3,360 Performance 142 183 212 Digital 337 271 237 Mechanical 48 55 72 Synchronization 119 120 119 Other 11 14 13 Total Music Publishing 657 643 653 Intersegment eliminations (4) (8) (8) Total Revenues $ 4,463 $ 4,475 $ 4,005 Revenue by Geographical Location U.S. Recorded Music $ 1,609 $ 1,656 $ 1,460 U.S. Music Publishing 325 300 294 Total U.S. 1,934 1,956 1,754 International Recorded Music 2,201 2,184 1,900 International Music Publishing 332 343 359 Total International 2,533 2,527 2,259 Intersegment eliminations (4) (8) (8) Total Revenues $ 4,463 $ 4,475 $ 4,005 |
Summary of Revenues Expected to be Recognized in Future Related to Performance Obligations | Revenues expected to be recognized in the future related to performance obligations that are unsatisfied at September 30, 2020 are as follows: FY21 FY22 FY23 Thereafter Total (in millions) Remaining performance obligations $ 888 $ 73 $ 1 $ — $ 962 Total $ 888 $ 73 $ 1 $ — $ 962 |
Acquisition of EMP (Tables)
Acquisition of EMP (Tables) | 12 Months Ended |
Sep. 30, 2020 | |
Business Combinations [Abstract] | |
Schedule of Estimated Fair Values of the Assets Acquired and Liabilities Assumed | The table below presents (i) the Acquisition consideration as it relates to the acquisition of EMP by WMG Germany and (ii) the allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed on the closing date of October 10, 2018 (in millions): Purchase Price € 155 Working Capital 10 Final Purchase Price € 165 Foreign Currency Rate at October 10, 2018 1.15 Final Purchase Price in U.S. dollars $ 190 Fair value of assets acquired and liabilities assumed Cash and equivalents $ 7 Accounts receivable, net 3 Inventories 37 Other current assets 5 Property plant and equipment 32 Intangible assets 81 Accounts payable (18) Other current liabilities (11) Deferred revenue (7) Deferred tax liabilities (25) Other noncurrent liabilities (3) Fair value of assets acquired and liabilities assumed 101 Goodwill recorded 89 Total purchase price allocated $ 190 |
Schedule of Pro Forma Financial Information | The pro forma information as presented below is for informational purposes only and is not indicative of the results of operations that would have been achieved if the Acquisition had taken place at the beginning of fiscal 2018. Fiscal Year Ended September 30, 2019 Fiscal Year Ended September 30, 2018 (in millions) Revenue $ 4,480 $ 4,239 Operating income 356 215 Net income attributable to Warner Music Group Corp. 256 304 |
Comprehensive Income (Loss) (Ta
Comprehensive Income (Loss) (Tables) | 12 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Loss | The following summary sets forth the changes in the components of accumulated other comprehensive loss, net of related tax benefit of approximately $7 million: Foreign Currency Translation Loss (a) Minimum Pension Liability Adjustment Deferred Gains (Losses) On Derivative Financial Instruments Accumulated Other Comprehensive Loss, net (in millions) Balances at September 30, 2017 $ (171) $ (10) $ — $ (181) Other comprehensive loss (13) 1 3 (9) Balances at September 30, 2018 $ (184) $ (9) $ 3 $ (190) Other comprehensive loss (34) (5) (11) (50) Balances at September 30, 2019 $ (218) $ (14) $ (8) $ (240) Other comprehensive income 37 2 (21) 18 Balances at September 30, 2020 $ (181) $ (12) $ (29) $ (222) ______________________________________ (a) Includes historical foreign currency translation related to certain intra-entity transactions. |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Property, plant and equipment consist of the following: September 30, September 30, (in millions) Land $ 12 $ 12 Buildings and improvements 179 186 Furniture and fixtures 31 25 Computer hardware and software 371 337 Construction in progress 64 20 Machinery and equipment 29 27 Gross Property, Plant and Equipment $ 686 $ 607 Less: Accumulated depreciation (355) (307) Net Property, Plant and Equipment $ 331 $ 300 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Lease, Cost | The components of lease expense for the fiscal year ended September 30, 2020 were as follows (in millions): Lease Cost Operating lease cost $ 53 Short-term lease cost 1 Variable lease cost 8 Sublease income — Total lease cost $ 62 Supplemental cash flow information related to leases for the fiscal year ended September 30, 2020 was as follows (in millions): Cash paid for amounts included in the measurement of operating lease liabilities $ 55 Right-of-use assets obtained in exchange for operating lease obligations 14 |
Assets And Liabilities, Lessee | Supplemental balance sheet information related to leases as of September 30, 2020 was as follows (in millions): Operating Leases Operating lease right-of-use assets $ 273 Operating lease liabilities, current $ 39 Operating lease liabilities, noncurrent 299 Total operating lease liabilities $ 338 Weighted Average Remaining Lease Term Operating leases 8 years Weighted Average Discount Rate Operating leases 4.58 % |
Lessee, Operating Lease, Liability, Maturity | Maturities of lease liabilities as of September 30, 2020 were as follows (in millions): 2021 $ 54 2022 53 2023 49 2024 47 2025 46 Thereafter 159 Total lease payments 408 Less imputed interest (70) Total $ 338 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Changes in Goodwill for Each Reportable Segment | The following analysis details the changes in goodwill for each reportable segment: Recorded Music Total (in millions) Balances at September 30, 2018 $ 1,228 $ 464 $ 1,692 Acquisitions 89 — 89 Other adjustments (20) — (20) Balances at September 30, 2019 $ 1,297 $ 464 $ 1,761 Acquisitions 47 — 47 Other adjustments 23 — 23 Balances at September 30, 2020 $ 1,367 $ 464 $ 1,831 |
Schedule of Intangible Assets | Intangible assets consist of the following: Weighted-Average Useful Life September 30, September 30, (in millions) Intangible assets subject to amortization: Recorded music catalog 10 years $ 876 $ 855 Music publishing copyrights 26 years 1,597 1,539 Artist and songwriter contracts 13 years 862 841 Trademarks 16 years 81 53 Other intangible assets 6 years 84 59 Total gross intangible assets subject to amortization 3,500 3,347 Accumulated amortization (1,847) (1,624) Total net intangible assets subject to amortization 1,653 1,723 Intangible assets not subject to amortization: Trademarks and tradenames Indefinite 154 151 Total net intangible assets $ 1,807 $ 1,874 |
Expected Amortization of Intangible Assets | Based on the amount of intangible assets subject to amortization at September 30, 2020, the expected amortization for each of the next five fiscal years and thereafter are as follows (in millions): 2021 $ 192 2022 189 2023 152 2024 118 2025 111 Thereafter 891 Total $ 1,653 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Long-term Debt | Long-term debt, all of which was issued by Acquisition Corp., consists of the following: September 30, September 30, (in millions) Revolving Credit Facility (a) $ — $ — Senior Term Loan Facility due 2023 (b) 814 1,313 5.000% Senior Secured Notes due 2023 (c) — 298 4.125% Senior Secured Notes due 2024 (d) — 336 4.875% Senior Secured Notes due 2024 (e) — 218 3.625% Senior Secured Notes due 2026 (f) 521 488 2.750% Senior Secured Notes due 2028 (g) 375 — 3.875% Senior Secured Notes due 2030 (h) 529 — 3.000% Senior Secured Notes due 2031 (i) 544 — 5.500% Senior Notes due 2026 (j) 321 321 Total long-term debt, including the current portion (k) $ 3,104 $ 2,974 ______________________________________ (a) Reflects $300 million of commitments under the Revolving Credit Facility, less letters of credit outstanding of approximately $10 million and $13 million at September 30, 2020 and September 30, 2019, respectively. There were no loans outstanding under the Revolving Credit Facility at September 30, 2020 or September 30, 2019. (b) Principal amount of $820 million and $1.326 billion less unamortized discount of $1 million and $3 million and unamortized deferred financing costs of $5 million and $10 million at September 30, 2020 and September 30, 2019, respectively. On August 12, 2020, Acquisition Corp. made a partial repayment of $506 million under the Senior Term Loan Facility. (c) On July 14, 2020, Acquisition Corp. completed a cash tender offer for its 5.000% Senior Secured Notes due 2023, pursuant to which $244 million of the 5.000% Senior Secured Notes due 2023 were repurchased and the remaining notes were redeemed by Acquisition Corp. on August 1, 2020. The Company recorded a loss on extinguishment of debt of approximately $6 million as a result of the debt redemption, which represents the premium paid on early redemption and unamortized deferred financing costs. (d) On June 30, 2020, Acquisition Corp. redeemed all of the outstanding aggregate principal amount, or €311 million, of its 4.125% Senior Secured Notes due 2024. The Company recorded a loss on extinguishment of debt of approximately $14 million as a result of the debt redemption, which represents the premium paid on early redemption and unamortized deferred financing costs. (e) On June 30, 2020, Acquisition Corp. redeemed all of the outstanding aggregate principal amount, or $220 million, of its 4.875% Senior Secured Notes due 2024. The Company recorded a loss on extinguishment of debt of approximately $10 million as a result of the debt redemption, which represents the premium paid on early redemption and unamortized deferred financing costs. (f) Face amount of €445 million at both September 30, 2020 and September 30, 2019. Above amounts represent the dollar equivalent of such notes at September 30, 2020 and September 30, 2019. Principal amount of $519 million and $487 million, an additional issuance premium of $7 million and $8 million, less unamortized deferred financing costs of $5 million and $7 million at September 30, 2020 and September 30, 2019, respectively. (g) Face amount of €325 million at September 30, 2020. Above amounts represent the dollar equivalent of such notes at September 30, 2020. Principal amount of $379 million less unamortized deferred financing costs of $4 million at September 30, 2020. (h) Principal amount of $535 million less unamortized deferred financing costs of $6 million at September 30, 2020. (i) Principal amount of $550 million less unamortized deferred financing costs of $6 million at September 30, 2020. (j) Principal amount of $325 million less unamortized deferred financing costs of $4 million at both September 30, 2020 and September 30, 2019. (k) Principal amount of debt of $3.127 billion and $2.998 billion, an additional issuance premium of $7 million and $8 million, less unamortized discount of $1 million and $3 million and unamortized deferred financing costs of $29 million and $29 million at September 30, 2020 and September 30, 2019, respectively. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Domestic and Foreign Pretax (Loss) Income from Continuing Operations | The domestic and foreign pretax (loss) income from continuing operations is as follows: Fiscal Year Ended September 30, 2020 2019 2018 (in millions) Domestic $ (655) $ 84 $ 347 Foreign 208 183 95 (Loss) income before income taxes $ (447) $ 267 $ 442 |
Current and Deferred Income Taxes | Current and deferred income tax expense provided are as follows: Fiscal Year Ended September 30, 2020 2019 2018 (in millions) Federal: Current $ 3 $ — $ — Deferred (28) (49) 91 Foreign: Current (a) 74 74 58 Deferred (28) (18) (26) U.S. State: Current 3 3 6 Deferred (1) (1) 1 Income tax expense $ 23 $ 9 $ 130 ______________________________________ (a) Includes withholding taxes of $15 million, $17 million and $15 million for the fiscal years ended September 30, 2020, 2019 and 2018, respectively. |
Differences between U.S. Federal Statutory Income Tax Rate of 35% and Income Taxes Provided | The differences between the U.S. federal statutory income tax rate of 21.0%, 21.0% and 24.5% for the fiscal years ended September 30, 2020, 2019 and 2018, respectively, and income taxes provided are as follows: Fiscal Year Ended September 30, 2020 2019 2018 (in millions) Taxes on income at the U.S. federal statutory rate $ (94) $ 56 $ 108 U.S. state and local taxes 2 2 7 Foreign income taxed at different rates, including withholding taxes 10 16 19 Increase in valuation allowance 1 1 4 Release of valuation allowance (38) (65) (14) Change in tax rates 4 (4) 23 Impact of GILTI and FDII 2 (4) — Intergroup transfer — — (30) IPO Costs 22 — — Executive Compensation 2 — — Non-deductible long term incentive plan 112 6 8 Other — 1 5 Income tax expense $ 23 $ 9 $ 130 |
Significant Components of Company's Net Deferred Tax Assets/(Liabilities) | Significant components of the Company’s net deferred tax liabilities are summarized below: September 30, September 30, (in millions) Deferred tax assets: Allowances and reserves $ 30 $ 27 Employee benefits and compensation 80 79 Other accruals 19 17 Tax attribute carryforwards 168 203 Other 22 3 Total deferred tax assets 319 329 Less: Valuation allowance (45) (91) Deferred tax assets, net of valuation allowance 274 238 Deferred tax liabilities: Intangible assets (369) (372) Total deferred tax liabilities (369) (372) Net deferred tax liabilities $ (95) $ (134) |
Reconciliation of Unrecognized Tax Benefits Including Interest and Penalties | A reconciliation of the beginning and ending amount of unrecognized tax benefits, including interest and penalties, are as follows (in millions): Balance at September 30, 2017 $ 19 Additions for current year tax positions 3 Additions for prior year tax positions 3 Subtractions for prior year tax positions (7) Balance at September 30, 2018 $ 18 Additions for prior year tax positions 1 Subtractions for prior year tax positions (7) Balance at September 30, 2019 $ 12 Additions for prior year tax positions 3 Subtractions for prior year tax positions (3) Balance at September 30, 2020 $ 12 |
Stock-Based Compensation Plans
Stock-Based Compensation Plans (Tables) | 12 Months Ended |
Sep. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Company's Share Awards | The following is a summary of the Company’s share awards: Deferred Equity Units Matching Equity Units Deferred Equity Units Weighted-Average Intrinsic Value Matching Equity Units Weighted-Average Intrinsic Value Deferred Equity Units Weighted-Average Grant-Date Intrinsic Value Matching Equity Units Weighted-Average Grant-Date Intrinsic Value Unvested units at September 30, 2018 2,863,456 12,885,551 $ 6.37 $ 3.50 $ 3.12 $ — Granted — — — — — — Vested (962,709) (6,204,154) 7.71 5.10 3.09 — Forfeited — — — — — — Unvested units at September 30, 2019 1,900,747 6,681,397 $ 7.71 $ 4.60 $ 3.13 $ — Granted — — — — — — Vested (1,351,293) (2,369,536) 27.01 24.04 23.91 — Forfeited — — — — — — Unvested units at September 30, 2020 549,454 4,311,861 $ 27.01 $ 23.82 $ 23.82 $ — |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 12 Months Ended |
Sep. 30, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Summary of Amounts Recorded in Consolidated Balance Sheet | The following is a summary of amounts recorded in the consolidated balance sheets pertaining to the Company’s derivative instruments at September 30, 2020 and September 30, 2019: September 30, 2020 (a) September 30, 2019 (b) (in millions) Other noncurrent assets $ — $ 2 Other noncurrent liabilities (38) (13) ______________________________________ (a) $38 million of interest rate swaps in liability positions. (b) $2 million and $13 million of interest rate swaps in asset and liability positions, respectively. |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Sep. 30, 2020 | |
Segment Reporting [Abstract] | |
Schedule of Segment Information | Recorded Music Corporate Total (in millions) 2020 Revenues $ 3,810 $ 657 $ (4) $ 4,463 Operating income (loss) 175 81 (485) (229) Amortization of intangible assets 119 71 — 190 Depreciation of property, plant and equipment 55 5 11 71 OIBDA 349 157 (474) 32 Total assets 2,483 2,656 1,271 6,410 Capital expenditures 28 1 56 85 2019 Revenues $ 3,840 $ 643 $ (8) $ 4,475 Operating income (loss) 439 92 (175) 356 Amortization of intangible assets 139 69 — 208 Depreciation of property, plant and equipment 45 5 11 61 OIBDA 623 166 (164) 625 Total assets 2,217 2,581 1,219 6,017 Capital expenditures 29 3 72 104 2018 Revenues $ 3,360 $ 653 $ (8) $ 4,005 Operating income (loss) 307 84 (174) 217 Amortization of intangible assets 138 68 — 206 Depreciation of property, plant and equipment 35 7 13 55 OIBDA 480 159 (161) 478 Capital expenditures 20 3 51 74 |
Long-Lived Assets and Revenue by Geographical Areas | Total long-lived assets relating to operations in different geographical areas, which consist of property, plant and equipment, net and operating lease right-of-use assets, net, are set forth below as of September 30, 2020 and September 30, 2019. 2020 2019 2018 Revenues Long-lived Assets Revenues Long-lived Assets Revenues (in millions) United States $ 1,934 $ 426 $ 1,956 $ 201 $ 1,754 United Kingdom 551 49 596 20 593 All other territories 1,978 129 1,923 79 1,658 Total $ 4,463 $ 604 $ 4,475 $ 300 $ 4,005 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value of Financial Instruments | In accordance with the fair value hierarchy, described above, the following table shows the fair value of the Company’s financial instruments that are required to be measured at fair value as of September 30, 2020 and September 30, 2019. Fair Value Measurements as of September 30, 2020 (Level 1) (Level 2) (Level 3) Total (in millions) Other Current Liabilities: Contractual Obligations (a) $ — $ — $ (2) $ (2) Other Noncurrent Assets: Equity Method Investment (c) — 47 — 47 Other Noncurrent Liabilities: Contractual Obligations (a) — — (4) (4) Interest Rate Swaps (b) — (38) — (38) Total $ — $ 9 $ (6) $ 3 Fair Value Measurements as of September 30, 2019 (Level 1) (Level 2) (Level 3) Total (in millions) Other Current Liabilities: Contractual Obligations (a) $ — $ — $ (9) $ (9) Other Noncurrent Assets: Equity Method Investment (c) — 40 — 40 Interest Rate Swap — 2 — 2 Other Noncurrent Liabilities: Interest Rate Swap — (13) — (13) Total $ — $ 29 $ (9) $ 20 ______________________________________ (a) This represents purchase obligations and contingent consideration related to the Company’s various acquisitions. This is based on a probability weighted performance approach and it is adjusted to fair value on a recurring basis and any adjustments are included as a component of operating income in the consolidated statements of operations. These amounts were mainly calculated using unobservable inputs such as future earnings performance of the Company’s various acquisitions and the expected timing of the payment. (b) The fair value of the interest rate swaps is based on dealer quotes of market forward rates and reflects the amount that the Company would receive or pay as of September 30, 2020 for contracts involving the same attributes and maturity dates. (c) The fair value of equity method investment represents an equity method investment acquired in fiscal 2019 whereby the Company has elected the fair value option under ASC 825, Financial Instruments (“ASC 825”). The valuation is based upon quoted prices in active markets and model-based valuation techniques to determine fair value. |
Reconciliation of Net Liabilities Classified as Level 3 | The following table reconciles the beginning and ending balances of net liabilities classified as Level 3: Total (in millions) Balance at September 30, 2019 $ (9) Additions (6) Reductions 7 Payments 2 Balance at September 30, 2020 $ (6) |
Quarterly Financial Informati_2
Quarterly Financial Information (Tables) | 12 Months Ended |
Sep. 30, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information | The following table sets forth the quarterly information for Warner Music Group Corp. Three Months Ended September 30, 2020 June 30, 2020 March 31, 2020 December 31, 2019 (in millions, except share data) Revenues $ 1,126 $ 1,010 $ 1,071 $ 1,256 Costs and expenses: Cost of revenue (606) (527) (535) (665) Selling, general and administrative expenses (a) (383) (869) (538) (379) Amortization expense (49) (47) (47) (47) Total costs and expenses (1,038) (1,443) (1,120) (1,091) Operating income (expense) 88 (433) (49) 165 Loss on extinguishment of debt (34) — — — Interest expense, net (29) (32) (33) (33) Other expense (45) (3) (4) (5) (Loss) income before income taxes (20) (468) (86) 127 Income tax benefit (expense) 21 (51) 12 (5) Net income (loss) 1 (519) (74) 122 Less: Income attributable to noncontrolling interest (2) (1) — (2) Net (loss) income attributable to Warner Music Group Corp. $ (1) $ (520) $ (74) $ 120 (a) Includes depreciation expense of: $ (18) $ (15) $ (14) $ (24) Net (loss) income per share attributable to common stockholders: Class A – Basic and Diluted $ 0.00 $ (1.03) $ — $ — Class B – Basic and Diluted $ 0.00 $ (1.03) $ (0.15) $ 0.24 Weighted average common shares: Class A – Basic and Diluted 87,280,769 20,307,692 — — Class B – Basic and Diluted 422,719,231 483,796,267 501,991,944 501,991,944 Quarterly operating results can be disproportionately affected by a particularly strong or weak quarter. Therefore, these quarterly operating results are not necessarily indicative of the results that may be expected for the full fiscal year. WARNER MUSIC GROUP CORP. 2019 QUARTERLY FINANCIAL INFORMATION (unaudited) The following table sets forth the quarterly information for Warner Music Group Corp. Three Months Ended September 30, 2019 June 30, 2019 March 31, 2019 December 31, 2018 (in millions, except share data) Revenues $ 1,124 $ 1,058 $ 1,090 $ 1,203 Costs and expenses: Cost of revenue (639) (577) (559) (626) Selling, general and administrative expenses (a) (408) (372) (354) (376) Amortization expense (48) (51) (55) (54) Total costs and expenses (1,095) (1,000) (968) (1,056) Operating income 29 58 122 147 Loss on extinguishment of debt — (4) — (3) Interest expense, net (34) (36) (36) (36) Other income (expense) 19 (16) 29 28 Income before income taxes 14 2 115 136 Income tax benefit (expense) 77 12 (48) (50) Net income 91 14 67 86 Less: Income attributable to noncontrolling interest (1) (1) — — Net income attributable to Warner Music Group Corp. $ 90 $ 13 $ 67 $ 86 (a) Includes depreciation expense of: $ (18) $ (15) $ (14) $ (14) Net income per share attributable to common stockholders: Class A – Basic and Diluted $ — $ — $ — $ — Class B – Basic and Diluted $ 0.18 $ 0.03 $ 0.13 $ 0.17 Weighted average common shares: Class A – Basic and Diluted — — — — Class B – Basic and Diluted 501,991,944 501,991,944 501,991,944 501,991,944 |
Description of Business - Addit
Description of Business - Additional Information (Details) musical_composition in Millions | Jul. 07, 2020shares | Jun. 05, 2020$ / sharesshares | Sep. 30, 2020countrymusical_composition$ / sharessongwritershares | Sep. 30, 2019$ / shares |
Subsidiary, Sale of Stock [Line Items] | ||||
Number of countries in which operations are conducted | country | 70 | |||
Minimum number of musical compositions on which Company owns or controls rights | musical_composition | 1,000,000 | |||
Number of songwriters and composers | songwriter | 80,000 | |||
Access Industries | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of stock, percentage of ownership after transaction | 99.00% | |||
Sale of stock, percentage of economic interest | 83.00% | |||
IPO | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of stock (in usd per share) | $ 25 | |||
Common Class A | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Common stock, par value (in usd per share) | 0.001 | $ 0.001 | ||
Common Class A | IPO | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of stock (in shares) | shares | 77,000,000 | |||
Common stock, par value (in usd per share) | $ 0.001 | |||
Sale of stock (in usd per share) | $ 25 | |||
Common Class A | Over-Allotment Option | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of stock (in shares) | shares | 11,550,000 | |||
Common Class B | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Common stock, par value (in usd per share) | 0.001 | $ 0.001 | ||
Common Class B | Access Industries | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Common stock, par value (in usd per share) | $ 0.001 | |||
Investment owned, balance, shares (in shares) | shares | 421,450,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) $ / shares in Units, $ in Millions | Jun. 05, 2020USD ($)$ / shares | Feb. 28, 2020$ / sharesshares | Mar. 31, 2020USD ($) | Sep. 30, 2020USD ($)$ / sharesshares | Sep. 30, 2020USD ($)$ / sharesshares | Sep. 30, 2019USD ($)shares | Sep. 30, 2018USD ($) | Oct. 01, 2019USD ($) | Sep. 30, 2017USD ($) |
Accounting Policies [Line Items] | |||||||||
Capital stock authorized (in shares) | shares | 2,100,000,000 | ||||||||
Preferred stock,, authorized (in shares) | shares | 100,000,000 | ||||||||
Preferred stock (in usd per share) | $ / shares | $ 1 | ||||||||
Stockholders' equity note, stock split, conversion ratio | 477,242.614671815 | ||||||||
Advertising expense | $ 115 | $ 108 | $ 104 | ||||||
Total deficit | $ (45) | (45) | (269) | (320) | $ 308 | ||||
Modification of stock-based compensation plan | 769 | ||||||||
Non-cash compensation expense | 608 | 50 | 62 | ||||||
Operating lease liabilities | 338 | 338 | |||||||
Operating lease right-of-use assets, net | 273 | 273 | 0 | ||||||
Accrued rent | 69 | ||||||||
Accumulated deficit | (1,749) | (1,749) | (1,177) | ||||||
Affiliated entity | |||||||||
Accounting Policies [Line Items] | |||||||||
Operating lease liabilities | 135 | $ 135 | |||||||
Share-based Payment Arrangement | |||||||||
Accounting Policies [Line Items] | |||||||||
Non-cash compensation expense | $ 11 | ||||||||
Restricted Stock Units (RSUs) | Omnibus Incentive Plan | |||||||||
Accounting Policies [Line Items] | |||||||||
Shares held in employee stock option plan, allocated (in shares) | shares | 28,361 | 28,361 | |||||||
IPO | |||||||||
Accounting Policies [Line Items] | |||||||||
Preferred stock, outstanding (in shares) | shares | 0 | 0 | |||||||
Sale of stock (in usd per share) | $ / shares | $ 25 | $ 25 | |||||||
Modification of stock-based compensation plan | $ 769 | ||||||||
Accumulated Deficit | |||||||||
Accounting Policies [Line Items] | |||||||||
Total deficit | $ (1,749) | $ (1,749) | (1,177) | (1,272) | (654) | ||||
Additional Paid-in Capital | |||||||||
Accounting Policies [Line Items] | |||||||||
Total deficit | 1,907 | 1,907 | 1,127 | 1,127 | $ 1,127 | ||||
Modification of stock-based compensation plan | 769 | 769 | |||||||
Additional Paid-in Capital | IPO Tag-Along Right | |||||||||
Accounting Policies [Line Items] | |||||||||
Modification of stock-based compensation plan | $ 57 | ||||||||
Cumulative Effect, Period of Adoption, Adjustment | |||||||||
Accounting Policies [Line Items] | |||||||||
Total deficit | 150 | ||||||||
Cumulative Effect, Period of Adoption, Adjustment | Accumulated Deficit | |||||||||
Accounting Policies [Line Items] | |||||||||
Total deficit | $ 139 | ||||||||
Accounting Standards Update 2016-09 | |||||||||
Accounting Policies [Line Items] | |||||||||
Decrease to share-based compensation liability | $ 38 | ||||||||
Accounting Standards Update 2016-09 | Cumulative Effect, Period of Adoption, Adjustment | |||||||||
Accounting Policies [Line Items] | |||||||||
Total deficit | 33 | ||||||||
Accounting Standards Update 2016-09 | Cumulative Effect, Period of Adoption, Adjustment | Accumulated Deficit | |||||||||
Accounting Policies [Line Items] | |||||||||
Total deficit | $ 33 | $ 33 | 33 | ||||||
Accounting Standards Update 2016-02 | |||||||||
Accounting Policies [Line Items] | |||||||||
Operating lease liabilities | $ 366 | ||||||||
Operating lease right-of-use assets, net | 297 | ||||||||
Accumulated deficit | $ 7 | ||||||||
Accounting Standards Update 2016-02 | Cumulative Effect, Period of Adoption, Adjustment | |||||||||
Accounting Policies [Line Items] | |||||||||
Total deficit | 7 | ||||||||
Accounting Standards Update 2016-02 | Cumulative Effect, Period of Adoption, Adjustment | Accumulated Deficit | |||||||||
Accounting Policies [Line Items] | |||||||||
Total deficit | $ 7 | ||||||||
Furniture and fixtures | Minimum | |||||||||
Accounting Policies [Line Items] | |||||||||
Property plant and equipment useful life | 5 years | ||||||||
Furniture and fixtures | Maximum | |||||||||
Accounting Policies [Line Items] | |||||||||
Property plant and equipment useful life | 7 years | ||||||||
Computer Equipment | Maximum | |||||||||
Accounting Policies [Line Items] | |||||||||
Property plant and equipment useful life | 5 years | ||||||||
Machinery and equipment | Maximum | |||||||||
Accounting Policies [Line Items] | |||||||||
Property plant and equipment useful life | 13 years | ||||||||
Building | Maximum | |||||||||
Accounting Policies [Line Items] | |||||||||
Property plant and equipment useful life | 40 years | ||||||||
Spotify | Credit Concentration Risk | Accounts Receivable | |||||||||
Accounting Policies [Line Items] | |||||||||
Customer concentration percentage | 16.00% | 13.00% | |||||||
Common Class A | |||||||||
Accounting Policies [Line Items] | |||||||||
Common stock authorized (in shares) | shares | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | |||||
Common stock outstanding (in shares) | shares | 88,578,361 | 88,578,361 | 0 | ||||||
Common Class A | IPO | |||||||||
Accounting Policies [Line Items] | |||||||||
Common stock outstanding (in shares) | shares | 88,550,000 | 88,550,000 | |||||||
Sale of stock (in usd per share) | $ / shares | $ 25 | ||||||||
Common Class B | |||||||||
Accounting Policies [Line Items] | |||||||||
Common stock authorized (in shares) | shares | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | |||||
Common stock outstanding (in shares) | shares | 510,000,000 | 421,450,000 | 421,450,000 | 505,830,022 | |||||
Common Class B | IPO | |||||||||
Accounting Policies [Line Items] | |||||||||
Common stock outstanding (in shares) | shares | 421,450,000 | 421,450,000 |
Earnings Per Share (Details)
Earnings Per Share (Details) $ in Millions | Mar. 25, 2020USD ($) | Dec. 26, 2019USD ($) | Sep. 30, 2020USD ($)dividend |
Earnings Per Share [Abstract] | |||
Number of dividends declared | dividend | 2 | ||
Dividends, cash, quarterly | $ 37.5 | $ 37.5 | |
Cash dividends declared | $ 75 |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Earnings per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2018 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Net (loss) income attributable to Warner Music Group Corp. | $ (475) | $ 256 | $ 307 |
Common Class A | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Net (loss) income attributable to Warner Music Group Corp. | (21) | 0 | 0 |
Less: Net income attributable to participating securities | (1) | 0 | 0 |
Net (loss) income attributable to common stockholders | $ (22) | $ 0 | $ 0 |
Weighted average common shares (in shares) | 26,897,115 | 0 | 0 |
Earnings per share, basic and diluted (in usd per share) | $ (0.82) | $ 0 | $ 0 |
Common Class B | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Net (loss) income attributable to Warner Music Group Corp. | $ (454) | $ 256 | $ 307 |
Less: Net income attributable to participating securities | 0 | 0 | 0 |
Net (loss) income attributable to common stockholders | $ (454) | $ 256 | $ 307 |
Weighted average common shares (in shares) | 477,624,846 | 501,991,944 | 502,630,835 |
Earnings per share, basic and diluted (in usd per share) | $ (0.95) | $ 0.51 | $ 0.61 |
Revenue Recognition - Summary o
Revenue Recognition - Summary of Disaggregation of Revenue (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2018 | |
Disaggregation of Revenue [Line Items] | |||
Total Revenues | $ 4,463 | $ 4,475 | $ 4,005 |
Operating Segments | United States | |||
Disaggregation of Revenue [Line Items] | |||
Total Revenues | 1,934 | 1,956 | 1,754 |
Operating Segments | International | |||
Disaggregation of Revenue [Line Items] | |||
Total Revenues | 2,533 | 2,527 | 2,259 |
Intersegment eliminations | |||
Disaggregation of Revenue [Line Items] | |||
Total Revenues | (4) | (8) | (8) |
Recorded Music | Operating Segments | |||
Disaggregation of Revenue [Line Items] | |||
Total Revenues | 3,810 | 3,840 | 3,360 |
Recorded Music | Operating Segments | United States | |||
Disaggregation of Revenue [Line Items] | |||
Total Revenues | 1,609 | 1,656 | 1,460 |
Recorded Music | Operating Segments | International | |||
Disaggregation of Revenue [Line Items] | |||
Total Revenues | 2,201 | 2,184 | 1,900 |
Recorded Music | Digital | Operating Segments | |||
Disaggregation of Revenue [Line Items] | |||
Total Revenues | 2,568 | 2,343 | 2,019 |
Recorded Music | Physical | Operating Segments | |||
Disaggregation of Revenue [Line Items] | |||
Total Revenues | 434 | 559 | 630 |
Recorded Music | Total Physical and Digital | Operating Segments | |||
Disaggregation of Revenue [Line Items] | |||
Total Revenues | 3,002 | 2,902 | 2,649 |
Recorded Music | Artist services and expanded-rights | Operating Segments | |||
Disaggregation of Revenue [Line Items] | |||
Total Revenues | 525 | 629 | 389 |
Recorded Music | Licensing | Operating Segments | |||
Disaggregation of Revenue [Line Items] | |||
Total Revenues | 283 | 309 | 322 |
Music Publishing | Operating Segments | |||
Disaggregation of Revenue [Line Items] | |||
Total Revenues | 657 | 643 | 653 |
Music Publishing | Operating Segments | United States | |||
Disaggregation of Revenue [Line Items] | |||
Total Revenues | 325 | 300 | 294 |
Music Publishing | Operating Segments | International | |||
Disaggregation of Revenue [Line Items] | |||
Total Revenues | 332 | 343 | 359 |
Music Publishing | Performance | Operating Segments | |||
Disaggregation of Revenue [Line Items] | |||
Total Revenues | 142 | 183 | 212 |
Music Publishing | Digital | Operating Segments | |||
Disaggregation of Revenue [Line Items] | |||
Total Revenues | 337 | 271 | 237 |
Music Publishing | Mechanical | Operating Segments | |||
Disaggregation of Revenue [Line Items] | |||
Total Revenues | 48 | 55 | 72 |
Music Publishing | Synchronization | Operating Segments | |||
Disaggregation of Revenue [Line Items] | |||
Total Revenues | 119 | 120 | 119 |
Music Publishing | Other | Operating Segments | |||
Disaggregation of Revenue [Line Items] | |||
Total Revenues | $ 11 | $ 14 | $ 13 |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Details) $ in Millions | 12 Months Ended | |
Sep. 30, 2020USD ($)source | Sep. 30, 2019USD ($) | |
Disaggregation of Revenue [Line Items] | ||
Refund liabilities | $ 24 | $ 23 |
Uncollectible accounts, reserves | 23 | 17 |
Deferred revenue increased related to cash received from customers | 527 | |
Revenue recognized related to deferred revenue | 157 | |
Revenue recognized from performance obligations satisfied in previous periods | $ 42 | $ 51 |
Recorded Music | ||
Disaggregation of Revenue [Line Items] | ||
Number of revenue sources | source | 4 |
Revenue Recognition - Summary_2
Revenue Recognition - Summary of Revenues Expected to be Recognized in Future Related to Performance Obligations (Details) $ in Millions | Sep. 30, 2020USD ($) |
Revenue from Contract with Customer [Abstract] | |
Remaining performance obligations | $ 962 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2020-10-01 | |
Revenue from Contract with Customer [Abstract] | |
Remaining performance obligations | $ 888 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2021-10-01 | |
Revenue from Contract with Customer [Abstract] | |
Remaining performance obligations | $ 73 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2022-10-01 | |
Revenue from Contract with Customer [Abstract] | |
Remaining performance obligations | $ 1 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2023-10-01 | |
Revenue from Contract with Customer [Abstract] | |
Remaining performance obligations | $ 0 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, expected timing of satisfaction, period |
Acquisition of EMP - Additional
Acquisition of EMP - Additional Information (Details) € in Millions, $ in Millions | Oct. 10, 2018USD ($) | Oct. 10, 2018EUR (€) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) |
Business Acquisition [Line Items] | |||||
Revenues | $ 4,463 | $ 4,475 | $ 4,005 | ||
Operating income | (229) | $ 356 | $ 217 | ||
EMP | |||||
Business Acquisition [Line Items] | |||||
Revenues | 240 | ||||
Operating income | $ 8 | ||||
EMP | |||||
Business Acquisition [Line Items] | |||||
Purchase price of selected assets | € | € 166 | ||||
Agreed enterprise value for certain shares acquired | $ 180 | 155 | |||
Final purchase price | $ 190 | € 165 |
Acquisition of EMP - Schedule o
Acquisition of EMP - Schedule of Estimated Fair Values of the Assets Acquired and Liabilities Assumed (Details) € in Millions, $ in Millions | Oct. 10, 2018USD ($) | Oct. 10, 2018EUR (€) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) |
Fair value of assets acquired and liabilities assumed | |||||
Goodwill recorded | $ 1,831 | $ 1,761 | $ 1,692 | ||
EMP | |||||
Business Acquisition [Line Items] | |||||
Purchase Price | $ 180 | € 155 | |||
Working Capital | € | 10 | ||||
Final Purchase Price | $ 190 | € 165 | |||
Foreign Currency Rate at October 10, 2018 | 1.15 | ||||
Fair value of assets acquired and liabilities assumed | |||||
Cash and equivalents | $ 7 | ||||
Accounts receivable, net | 3 | ||||
Inventories | 37 | ||||
Other current assets | 5 | ||||
Property plant and equipment | 32 | ||||
Intangible assets | 81 | ||||
Accounts payable | (18) | ||||
Other current liabilities | (11) | ||||
Deferred revenue | (7) | ||||
Deferred tax liabilities | (25) | ||||
Other noncurrent liabilities | (3) | ||||
Fair value of assets acquired and liabilities assumed | 101 | ||||
Goodwill recorded | 89 | ||||
Total purchase price allocated | $ 190 |
Acquisition of EMP - Schedule_2
Acquisition of EMP - Schedule of Pro Forma Financial Information (Details) - EMP - USD ($) $ in Millions | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Business Acquisition [Line Items] | ||
Revenue | $ 4,480 | $ 4,239 |
Operating income | 356 | 215 |
Net income attributable to Warner Music Group Corp. | $ 256 | $ 304 |
Comprehensive Income (Loss) - A
Comprehensive Income (Loss) - Additional Information (Details) $ in Millions | 12 Months Ended |
Sep. 30, 2020USD ($) | |
Equity [Abstract] | |
Changes in accumulated other comprehensive loss, net of related taxes | $ 7 |
Comprehensive Income (Loss) - S
Comprehensive Income (Loss) - Schedule of Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2018 | |
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Beginning balance | $ (269) | $ (320) | $ 308 |
Other comprehensive income (loss) | 18 | (50) | (9) |
Ending balance | (45) | (269) | (320) |
Foreign Currency Translation Loss (a) | |||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Beginning balance | (218) | (184) | (171) |
Other comprehensive income (loss) | 37 | (34) | (13) |
Ending balance | (181) | (218) | (184) |
Minimum Pension Liability Adjustment | |||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Beginning balance | (14) | (9) | (10) |
Other comprehensive income (loss) | 2 | (5) | 1 |
Ending balance | (12) | (14) | (9) |
Deferred Gains (Losses) On Derivative Financial Instruments | |||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Beginning balance | (8) | 3 | 0 |
Other comprehensive income (loss) | (21) | (11) | 3 |
Ending balance | (29) | (8) | 3 |
Accumulated Other Comprehensive Loss, net | |||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Beginning balance | (240) | (190) | (181) |
Ending balance | $ (222) | $ (240) | $ (190) |
Property, Plant and Equipment -
Property, Plant and Equipment - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2018 | |
Property, Plant and Equipment [Line Items] | |||
Gross Property, Plant and Equipment | $ 686 | $ 607 | |
Less: Accumulated depreciation | (355) | (307) | |
Net Property, Plant and Equipment | 331 | 300 | |
Depreciation | 71 | 61 | $ 55 |
Selling, General and Administrative Expenses | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation | 71 | 61 | $ 55 |
Land | |||
Property, Plant and Equipment [Line Items] | |||
Gross Property, Plant and Equipment | 12 | 12 | |
Buildings and improvements | |||
Property, Plant and Equipment [Line Items] | |||
Gross Property, Plant and Equipment | 179 | 186 | |
Tangible asset impairment charge | 10 | ||
Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Gross Property, Plant and Equipment | 31 | 25 | |
Computer hardware and software | |||
Property, Plant and Equipment [Line Items] | |||
Gross Property, Plant and Equipment | 371 | 337 | |
Construction in progress | |||
Property, Plant and Equipment [Line Items] | |||
Gross Property, Plant and Equipment | 64 | 20 | |
Machinery and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Gross Property, Plant and Equipment | $ 29 | $ 27 |
Leases - Additional Information
Leases - Additional Information (Details) $ in Millions | 12 Months Ended |
Sep. 30, 2020USD ($) | |
Lessee, Lease, Description [Line Items] | |
Extended lease term | 10 years |
Lessee, operating lease, termination period | 1 year |
Operating lease liabilities | $ 338 |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Lessee, operating lease, term of contract | 1 year |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Lessee, operating lease, term of contract | 11 years |
Leases - Lease Cost (Details)
Leases - Lease Cost (Details) $ in Millions | 12 Months Ended |
Sep. 30, 2020USD ($) | |
Leases [Abstract] | |
Operating lease cost | $ 53 |
Short-term lease cost | 1 |
Variable lease cost | 8 |
Sublease income | 0 |
Total lease cost | 62 |
Cash paid for amounts included in the measurement of operating lease liabilities | 55 |
Right-of-use assets obtained in exchange for operating lease obligations | $ 14 |
Leases - Assets and Liabilities
Leases - Assets and Liabilities Lease (Details) - USD ($) $ in Millions | Sep. 30, 2020 | Sep. 30, 2019 |
Leases [Abstract] | ||
Operating lease right-of-use assets, net | $ 273 | $ 0 |
Operating lease liabilities, current | 39 | 0 |
Operating lease liabilities, noncurrent | 299 | $ 0 |
Operating lease liabilities | $ 338 | |
Remaining lease term | 8 years | |
Operating lease, weighted average discount rate, percent | 4.58% |
Leases - Schedule of Operating
Leases - Schedule of Operating Lease Liability Maturity (Details) $ in Millions | Sep. 30, 2020USD ($) |
Leases [Abstract] | |
2021 | $ 54 |
2022 | 53 |
2023 | 49 |
2024 | 47 |
2025 | 46 |
Thereafter | 159 |
Total lease payments | 408 |
Less imputed interest | (70) |
Operating lease liabilities | $ 338 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Changes in Goodwill for Each Reportable Segment (Details) - USD ($) $ in Millions | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Goodwill [Roll Forward] | ||
Beginning balance | $ 1,761 | $ 1,692 |
Acquisitions | 47 | 89 |
Other adjustments | 23 | (20) |
Ending balance | 1,831 | 1,761 |
Recorded Music | ||
Goodwill [Roll Forward] | ||
Beginning balance | 1,297 | 1,228 |
Acquisitions | 47 | 89 |
Other adjustments | 23 | (20) |
Ending balance | 1,367 | 1,297 |
Music Publishing | ||
Goodwill [Roll Forward] | ||
Beginning balance | 464 | 464 |
Acquisitions | 0 | 0 |
Other adjustments | 0 | 0 |
Ending balance | $ 464 | $ 464 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
EMP | ||
Goodwill [Line Items] | ||
Increase in goodwill | $ 47 | $ 89 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Millions | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | ||
Total gross intangible asset subject to amortization | $ 3,500 | $ 3,347 |
Accumulated amortization | (1,847) | (1,624) |
Total net intangible assets subject to amortization | 1,653 | 1,723 |
Intangible assets not subject to amortization | 154 | 151 |
Total net intangible assets | 1,807 | 1,874 |
Trademarks and tradenames | ||
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | ||
Intangible assets not subject to amortization | $ 154 | 151 |
Recorded music catalog | ||
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | ||
Weighted-Average Useful Life | 10 years | |
Total gross intangible asset subject to amortization | $ 876 | 855 |
Music publishing copyrights | ||
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | ||
Weighted-Average Useful Life | 26 years | |
Total gross intangible asset subject to amortization | $ 1,597 | 1,539 |
Artist and songwriter contracts | ||
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | ||
Weighted-Average Useful Life | 13 years | |
Total gross intangible asset subject to amortization | $ 862 | 841 |
Trademarks | ||
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | ||
Weighted-Average Useful Life | 16 years | |
Total gross intangible asset subject to amortization | $ 81 | 53 |
Other intangible assets | ||
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | ||
Weighted-Average Useful Life | 6 years | |
Total gross intangible asset subject to amortization | $ 84 | $ 59 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Expected Amortization of Intangible Assets (Details) - USD ($) $ in Millions | Sep. 30, 2020 | Sep. 30, 2019 |
Expected Intangible Amortization | ||
2021 | $ 192 | |
2022 | 189 | |
2023 | 152 | |
2024 | 118 | |
2025 | 111 | |
Thereafter | 891 | |
Total net intangible assets subject to amortization | $ 1,653 | $ 1,723 |
Debt - Long-term Debt (Details)
Debt - Long-term Debt (Details) | Aug. 12, 2020USD ($) | Jul. 14, 2020USD ($) | Jun. 30, 2020USD ($) | Oct. 12, 2018USD ($) | Oct. 12, 2018EUR (€) | Oct. 09, 2018USD ($) | Oct. 09, 2018EUR (€) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2020EUR (€) | Aug. 01, 2020USD ($) | Jun. 30, 2020EUR (€) | Jun. 29, 2020USD ($) | Jun. 29, 2020EUR (€) | Jun. 16, 2020 | Sep. 30, 2019EUR (€) | Apr. 30, 2019EUR (€) | Oct. 09, 2018EUR (€) | Mar. 14, 2018USD ($) |
Debt Instrument [Line Items] | ||||||||||||||||||||
Total long-term debt, including the current portion | $ 3,104,000,000 | $ 2,974,000,000 | ||||||||||||||||||
Redemptions of senior notes | 0 | 0 | $ 635,000,000 | |||||||||||||||||
Gain (loss) on extinguishment of debt | $ (34,000,000) | $ (7,000,000) | $ (31,000,000) | |||||||||||||||||
4.125% Senior Secured Notes due 2024 | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Interest rate | 4.125% | 4.125% | 4.125% | 4.125% | 4.125% | |||||||||||||||
4.875% Senior Secured Notes due 2024 | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Interest rate | 4.875% | 4.875% | 4.875% | 4.875% | 4.875% | |||||||||||||||
3.625% Senior Secured Notes | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Interest rate | 3.625% | 3.625% | 3.625% | 3.625% | 3.625% | |||||||||||||||
5.500% Senior Notes due 2026 | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Interest rate | 5.50% | 5.50% | 5.50% | 5.50% | 5.50% | |||||||||||||||
Acquisition Corp. | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Face or principal amount of debt instrument | $ 3,127,000,000 | $ 2,998,000,000 | ||||||||||||||||||
Unamortized discount | 1,000,000 | 3,000,000 | ||||||||||||||||||
Unamortized deferred financing costs | 29,000,000 | 29,000,000 | ||||||||||||||||||
Issuance premium | 7,000,000 | 8,000,000 | ||||||||||||||||||
Acquisition Corp. | Senior Term Loan Facility due 2023 | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Total long-term debt, including the current portion | 814,000,000 | 1,313,000,000 | ||||||||||||||||||
Face or principal amount of debt instrument | 820,000,000 | 1,326,000,000 | ||||||||||||||||||
Redemptions of senior notes | $ 506,000,000 | |||||||||||||||||||
Unamortized discount | 1,000,000 | 3,000,000 | ||||||||||||||||||
Unamortized deferred financing costs | 5,000,000 | 10,000,000 | ||||||||||||||||||
Acquisition Corp. | 5.000% Senior Secured Notes due 2023 | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Total long-term debt, including the current portion | $ 0 | 298,000,000 | ||||||||||||||||||
Face or principal amount of debt instrument | $ 244,000,000 | $ 244,000,000 | $ 244,000,000 | |||||||||||||||||
Redemptions of senior notes | $ 295,000,000 | |||||||||||||||||||
Interest rate | 5.00% | 5.00% | 5.00% | 5.00% | 5.00% | 5.00% | 5.00% | 5.00% | ||||||||||||
Unamortized deferred financing costs | $ 6,000,000 | |||||||||||||||||||
Gain (loss) on extinguishment of debt | $ (6,000,000) | |||||||||||||||||||
Acquisition Corp. | 4.125% Senior Secured Notes due 2024 | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Total long-term debt, including the current portion | $ 0 | 336,000,000 | ||||||||||||||||||
Face or principal amount of debt instrument | € | € 311,000,000 | € 311,000,000 | ||||||||||||||||||
Redemptions of senior notes | € | € 34,500,000 | € 34,500,000 | ||||||||||||||||||
Interest rate | 4.125% | 4.125% | 4.125% | 4.125% | 4.125% | 4.125% | 4.125% | 4.125% | 4.125% | 4.125% | ||||||||||
Gain (loss) on extinguishment of debt | $ (14,000,000) | $ (2,000,000) | ||||||||||||||||||
Acquisition Corp. | 4.875% Senior Secured Notes due 2024 | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Total long-term debt, including the current portion | $ 0 | 218,000,000 | ||||||||||||||||||
Face or principal amount of debt instrument | $ 220,000,000 | $ 30,000,000 | $ 220,000,000 | |||||||||||||||||
Interest rate | 4.875% | 4.875% | 4.875% | 4.875% | 4.875% | 4.875% | 4.875% | 4.875% | ||||||||||||
Gain (loss) on extinguishment of debt | $ (10,000,000) | $ (1,000,000) | $ (24,000,000) | |||||||||||||||||
Acquisition Corp. | 3.625% Senior Secured Notes | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Total long-term debt, including the current portion | 521,000,000 | 488,000,000 | ||||||||||||||||||
Face or principal amount of debt instrument | $ 519,000,000 | 487,000,000 | € 445,000,000 | € 445,000,000 | € 195,000,000 | € 250,000,000 | ||||||||||||||
Interest rate | 3.625% | 3.625% | 3.625% | 3.625% | 3.625% | 3.625% | 3.625% | |||||||||||||
Unamortized deferred financing costs | $ 5,000,000 | 7,000,000 | ||||||||||||||||||
Issuance premium | 7,000,000 | 8,000,000 | ||||||||||||||||||
Acquisition Corp. | 2.750% Senior Secured Notes due 2028 | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Total long-term debt, including the current portion | 375,000,000 | 0 | ||||||||||||||||||
Face or principal amount of debt instrument | $ 379,000,000 | € 325,000,000 | € 325,000,000 | |||||||||||||||||
Interest rate | 2.75% | 2.75% | 2.75% | 2.75% | 2.75% | 2.75% | ||||||||||||||
Unamortized deferred financing costs | $ 4,000,000 | |||||||||||||||||||
Acquisition Corp. | 3.875% Senior Secured Notes due 2030 | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Total long-term debt, including the current portion | 529,000,000 | 0 | ||||||||||||||||||
Face or principal amount of debt instrument | $ 535,000,000 | $ 535,000,000 | ||||||||||||||||||
Interest rate | 3.875% | 3.875% | 3.875% | 3.875% | 3.875% | 3.875% | ||||||||||||||
Unamortized deferred financing costs | $ 6,000,000 | |||||||||||||||||||
Acquisition Corp. | 3.000% Senior Secured Notes due 2031 | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Total long-term debt, including the current portion | 544,000,000 | $ 0 | ||||||||||||||||||
Face or principal amount of debt instrument | $ 550,000,000 | $ 550,000,000 | ||||||||||||||||||
Interest rate | 3.00% | 3.00% | 3.00% | 3.00% | 3.00% | |||||||||||||||
Unamortized deferred financing costs | $ 4,000,000 | $ 6,000,000 | ||||||||||||||||||
Acquisition Corp. | 5.500% Senior Notes due 2026 | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Total long-term debt, including the current portion | 321,000,000 | $ 321,000,000 | ||||||||||||||||||
Face or principal amount of debt instrument | $ 325,000,000 | $ 325,000,000 | ||||||||||||||||||
Interest rate | 5.50% | 5.50% | 5.50% | |||||||||||||||||
Unamortized deferred financing costs | $ 4,000,000 | |||||||||||||||||||
Acquisition Corp. | Revolving Credit Facility | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Total long-term debt, including the current portion | 0 | 0 | ||||||||||||||||||
Line of credit facility, current borrowing capacity | 300,000,000 | $ 300,000,000 | ||||||||||||||||||
Letters of credit outstanding | 10,000,000 | 13,000,000 | ||||||||||||||||||
Revolving credit facility outstanding | $ 0 | $ 0 |
Debt - Additional Information (
Debt - Additional Information (Details) | Sep. 30, 2020 | Aug. 12, 2020 | Jun. 30, 2020 | Jun. 29, 2020 | Sep. 30, 2019 | Apr. 30, 2019 | Oct. 12, 2018 | Oct. 09, 2018 | Sep. 30, 2018 | Mar. 14, 2018 |
3.625% Senior Secured Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rate | 3.625% | 3.625% | 3.625% | |||||||
3.625% Senior Secured Notes | Acquisition Corp. | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rate | 3.625% | 3.625% | 3.625% | 3.625% | ||||||
5.500% Senior Notes due 2026 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rate | 5.50% | 5.50% | 5.50% | |||||||
5.500% Senior Notes due 2026 | Acquisition Corp. | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rate | 5.50% | 5.50% | ||||||||
2.750% Senior Secured Notes due 2028 | Acquisition Corp. | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rate | 2.75% | 2.75% | 2.75% | |||||||
3.875% Senior Secured Notes due 2030 | Acquisition Corp. | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rate | 3.875% | 3.875% | 3.875% | |||||||
3.000% Senior Secured Notes due 2031 | Acquisition Corp. | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rate | 3.00% | 3.00% | 3.00% |
Debt - Revolving Credit Agreeme
Debt - Revolving Credit Agreement Amendment (Details) - Line of Credit | Apr. 03, 2020USD ($) | Apr. 02, 2020USD ($) |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Line of credit facility, maximum borrowing capacity | $ 300,000,000 | $ 180,000,000 |
Debt instrument, covenant terms, senior secured indebtedness to EBITDA ratio | 5 | 4.75 |
Letter of credit outstanding, minimum amount to test covenant | $ 105,000,000 | |
Debt instrument, covenant, total indebtedness to EBITDA ratio | 3.25 | |
Unamortized deferred financing costs | $ 1,000,000 | |
Letter of Credit | ||
Debt Instrument [Line Items] | ||
Line of credit facility, maximum borrowing capacity | $ 90,000,000 | $ 50,000,000 |
Debt - Redemption of 4.125% Sen
Debt - Redemption of 4.125% Senior Secured Notes and 4.875% Senior Secured Notes (Details) | Jun. 30, 2020USD ($) | Oct. 12, 2018USD ($) | Oct. 09, 2018USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2020EUR (€) | Jun. 30, 2020EUR (€) | Jun. 29, 2020USD ($) | Jun. 29, 2020EUR (€) | Oct. 12, 2018EUR (€) |
Debt Instrument [Line Items] | |||||||||||
Gain (loss) on extinguishment of debt | $ (34,000,000) | $ (7,000,000) | $ (31,000,000) | ||||||||
Acquisition Corp. | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Face or principal amount of debt instrument | $ 3,127,000,000 | $ 2,998,000,000 | |||||||||
4.125% Senior Secured Notes due 2024 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate | 4.125% | 4.125% | 4.125% | 4.125% | |||||||
4.125% Senior Secured Notes due 2024 | Acquisition Corp. | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate | 4.125% | 4.125% | 4.125% | 4.125% | 4.125% | 4.125% | 4.125% | 4.125% | |||
Face or principal amount of debt instrument | € | € 311,000,000 | € 311,000,000 | |||||||||
Debt instrument remaining outstanding amount | € | € 322,000,000 | € 311,000,000 | |||||||||
Redemption price, percentage of principal amount redeemed | 103.094% | 103.00% | |||||||||
Gain (loss) on extinguishment of debt | $ (14,000,000) | $ (2,000,000) | |||||||||
4.875% Senior Secured Notes | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate | 4.875% | 4.875% | 4.875% | 4.875% | |||||||
4.875% Senior Secured Notes | Acquisition Corp. | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate | 4.875% | 4.875% | 4.875% | 4.875% | 4.875% | 4.875% | 4.875% | ||||
Face or principal amount of debt instrument | $ 220,000,000 | $ 30,000,000 | $ 220,000,000 | ||||||||
Debt instrument remaining outstanding amount | $ 230,000,000 | 220,000,000 | |||||||||
Redemption price, percentage of principal amount redeemed | 103.656% | ||||||||||
Gain (loss) on extinguishment of debt | $ (10,000,000) | $ (1,000,000) | $ (24,000,000) | ||||||||
3.875% Senior Secured Notes due 2030 | Acquisition Corp. | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate | 3.875% | 3.875% | 3.875% | 3.875% | 3.875% | 3.875% | |||||
Face or principal amount of debt instrument | $ 535,000,000 | $ 535,000,000 | |||||||||
2.750% Senior Secured Notes due 2028 | Acquisition Corp. | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate | 2.75% | 2.75% | 2.75% | 2.75% | 2.75% | 2.75% | |||||
Face or principal amount of debt instrument | $ 379,000,000 | € 325,000,000 | € 325,000,000 |
Debt - Tender Offer and Redempt
Debt - Tender Offer and Redemption of 5.000% Senior Secured Notes (Details) | Aug. 01, 2020USD ($) | Jul. 14, 2020USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2020EUR (€) | Jun. 30, 2020USD ($) | Jun. 29, 2020USD ($) | Jun. 29, 2020EUR (€) | Jun. 16, 2020 |
Debt Instrument [Line Items] | ||||||||||
Redemptions of senior notes | $ 0 | $ 0 | $ 635,000,000 | |||||||
Acquisition Corp. | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Face or principal amount of debt instrument | 3,127,000,000 | 2,998,000,000 | ||||||||
Unamortized deferred financing costs | $ 29,000,000 | $ 29,000,000 | ||||||||
5.000% Senior Secured Notes due 2023 | Acquisition Corp. | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rate | 5.00% | 5.00% | 5.00% | 5.00% | 5.00% | 5.00% | 5.00% | |||
Face or principal amount of debt instrument | $ 244,000,000 | $ 244,000,000 | $ 244,000,000 | |||||||
Debt instrument remaining outstanding amount | $ 300,000,000 | |||||||||
Redemptions of senior notes | $ 295,000,000 | |||||||||
Redemption price, percentage of principal amount redeemed | 101.25% | |||||||||
Unamortized deferred financing costs | $ 6,000,000 | |||||||||
3.875% Senior Secured Notes due 2030 | Acquisition Corp. | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rate | 3.875% | 3.875% | 3.875% | 3.875% | 3.875% | |||||
Face or principal amount of debt instrument | $ 535,000,000 | $ 535,000,000 | ||||||||
Unamortized deferred financing costs | $ 6,000,000 | |||||||||
2.750% Senior Secured Notes due 2028 | Acquisition Corp. | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rate | 2.75% | 2.75% | 2.75% | 2.75% | 2.75% | |||||
Face or principal amount of debt instrument | $ 379,000,000 | € 325,000,000 | € 325,000,000 | |||||||
Unamortized deferred financing costs | $ 4,000,000 |
Debt - 3.875% Senior Secured No
Debt - 3.875% Senior Secured Notes and 2.750% Senior Secured Notes Offerings (Details) | Jul. 14, 2020USD ($) | Oct. 12, 2018EUR (€) | Oct. 09, 2018EUR (€) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2020EUR (€) | Jun. 30, 2020USD ($) | Jun. 30, 2020EUR (€) | Jun. 29, 2020USD ($) | Jun. 29, 2020EUR (€) | Jun. 16, 2020 | Oct. 09, 2018USD ($) |
Debt Instrument [Line Items] | |||||||||||||
Redemptions of senior notes | $ 0 | $ 0 | $ 635,000,000 | ||||||||||
Acquisition Corp. | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Face or principal amount of debt instrument | $ 3,127,000,000 | $ 2,998,000,000 | |||||||||||
3.875% Senior Secured Notes due 2030 | Acquisition Corp. | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest rate | 3.875% | 3.875% | 3.875% | 3.875% | 3.875% | 3.875% | |||||||
Face or principal amount of debt instrument | $ 535,000,000 | $ 535,000,000 | |||||||||||
2.750% Senior Secured Notes due 2028 | Acquisition Corp. | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest rate | 2.75% | 2.75% | 2.75% | 2.75% | 2.75% | 2.75% | |||||||
Face or principal amount of debt instrument | $ 379,000,000 | € 325,000,000 | € 325,000,000 | ||||||||||
4.125% Senior Secured Notes due 2024 | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest rate | 4.125% | 4.125% | 4.125% | 4.125% | |||||||||
4.125% Senior Secured Notes due 2024 | Acquisition Corp. | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest rate | 4.125% | 4.125% | 4.125% | 4.125% | 4.125% | 4.125% | 4.125% | 4.125% | |||||
Face or principal amount of debt instrument | € | € 311,000,000 | € 311,000,000 | |||||||||||
Redemptions of senior notes | € | € 34,500,000 | € 34,500,000 | |||||||||||
4.875% Senior Secured Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest rate | 4.875% | 4.875% | 4.875% | 4.875% | |||||||||
4.875% Senior Secured Notes | Acquisition Corp. | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest rate | 4.875% | 4.875% | 4.875% | 4.875% | 4.875% | 4.875% | 4.875% | ||||||
Face or principal amount of debt instrument | $ 220,000,000 | $ 220,000,000 | $ 30,000,000 | ||||||||||
5.000% Senior Secured Notes due 2023 | Acquisition Corp. | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest rate | 5.00% | 5.00% | 5.00% | 5.00% | 5.00% | 5.00% | 5.00% | 5.00% | |||||
Face or principal amount of debt instrument | $ 244,000,000 | $ 244,000,000 | $ 244,000,000 | ||||||||||
Redemptions of senior notes | $ 295,000,000 |
Debt - 3.000% Senior Secured No
Debt - 3.000% Senior Secured Notes Offering (Details) - Acquisition Corp. - USD ($) | Sep. 30, 2020 | Aug. 12, 2020 | Sep. 30, 2019 |
Debt Instrument [Line Items] | |||
Face or principal amount of debt instrument | $ 3,127,000,000 | $ 2,998,000,000 | |
Unamortized deferred financing costs | $ 29,000,000 | $ 29,000,000 | |
3.000% Senior Secured Notes due 2031 | |||
Debt Instrument [Line Items] | |||
Interest rate | 3.00% | 3.00% | 3.00% |
Face or principal amount of debt instrument | $ 550,000,000 | $ 550,000,000 | |
Unamortized deferred financing costs | $ 6,000,000 | $ 4,000,000 |
Debt - December 2017 Senior Ter
Debt - December 2017 Senior Term Loan Credit Agreement Amendment (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2018 | |
Debt Instrument [Line Items] | |||
Gain (loss) on extinguishment of debt | $ (34) | $ (7) | $ (31) |
December Two Thousand Seventeen Senior Term Loan Credit Agreement Amendment | |||
Debt Instrument [Line Items] | |||
Gain (loss) on extinguishment of debt | $ (1) |
Debt - New Revolving Credit Agr
Debt - New Revolving Credit Agreement (Details) - Revolving Credit Facility - New Revolving Credit Agreement $ in Millions | Jan. 31, 2018USD ($) |
Debt Instrument [Line Items] | |
Debt instrument leverage ratio springing financial maintenance covenant | 4.75 |
Maximum | |
Debt Instrument [Line Items] | |
Debt instrument reimbursed amount | $ 54 |
Debt - March 2018 Senior Term L
Debt - March 2018 Senior Term Loan Credit Agreement Amendment (Details) - Acquisition Corp. - USD ($) | Sep. 30, 2020 | Aug. 12, 2020 | Sep. 30, 2019 | Mar. 14, 2018 |
Debt Instrument [Line Items] | ||||
Face or principal amount of debt instrument | $ 3,127,000,000 | $ 2,998,000,000 | ||
March Two Thousand Eighteen Senior Term Loan Credit Agreement Amendment | ||||
Debt Instrument [Line Items] | ||||
Face or principal amount of debt instrument | $ 320,000,000 | |||
3.000% Senior Secured Notes due 2031 | ||||
Debt Instrument [Line Items] | ||||
Face or principal amount of debt instrument | $ 550,000,000 | $ 550,000,000 | ||
Interest rate | 3.00% | 3.00% | 3.00% | |
Senior Term Loan Facility | ||||
Debt Instrument [Line Items] | ||||
Face or principal amount of debt instrument | $ 820,000,000 | $ 1,326,000,000 |
Debt - Notes Offering (Details)
Debt - Notes Offering (Details) - USD ($) | Mar. 14, 2018 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2018 |
Acquisition Corp. | ||||
Debt Instrument [Line Items] | ||||
Face or principal amount of debt instrument | $ 3,127,000,000 | $ 2,998,000,000 | ||
5.500% Senior Notes due 2026 | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 5.50% | 5.50% | 5.50% | |
5.500% Senior Notes due 2026 | Acquisition Corp. | ||||
Debt Instrument [Line Items] | ||||
Face or principal amount of debt instrument | $ 325,000,000 | $ 325,000,000 | ||
Interest rate | 5.50% | 5.50% | ||
Due date of senior secured notes | 2026 | |||
6.750% Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Face or principal amount of debt instrument | $ 523,000,000 | |||
Interest rate | 6.75% | 6.75% | 6.75% | 6.75% |
6.750% Senior Notes | Acquisition Corp. | ||||
Debt Instrument [Line Items] | ||||
Face or principal amount of debt instrument | $ 112,000,000 |
Debt - Tender Offer and Notes R
Debt - Tender Offer and Notes Redemption (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Apr. 30, 2018 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2018 | Mar. 14, 2018 | |
Debt Instrument [Line Items] | |||||
Gain (loss) on extinguishment of debt | $ (34,000,000) | $ (7,000,000) | $ (31,000,000) | ||
Senior Notes | |||||
Debt Instrument [Line Items] | |||||
Gain (loss) on extinguishment of debt | $ (23,000,000) | ||||
Acquisition Corp. | |||||
Debt Instrument [Line Items] | |||||
Face or principal amount of debt instrument | $ 3,127,000,000 | $ 2,998,000,000 | |||
6.750% Senior Notes | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 6.75% | 6.75% | 6.75% | 6.75% | |
Face or principal amount of debt instrument | $ 523,000,000 | ||||
Gain (loss) on extinguishment of debt | $ (5,000,000) | ||||
6.750% Senior Notes | Acquisition Corp. | |||||
Debt Instrument [Line Items] | |||||
Face or principal amount of debt instrument | 112,000,000 | ||||
Redemption deposit | $ 119,000,000 |
Debt - June 2018 Senior Term Lo
Debt - June 2018 Senior Term Loan Credit Agreement Amendment (Details) - USD ($) $ in Millions | Jun. 07, 2018 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2018 |
Debt Instrument [Line Items] | ||||
Gain (loss) on extinguishment of debt | $ (34) | $ (7) | $ (31) | |
June Two Thousand Eighteen Senior Term Loan Credit Agreement Amendment | ||||
Debt Instrument [Line Items] | ||||
Gain (loss) on extinguishment of debt | $ (2) |
Debt - 3.625% Senior Secured No
Debt - 3.625% Senior Secured Notes Offerings (Details) | Nov. 05, 2018USD ($) | Oct. 12, 2018EUR (€) | Oct. 09, 2018USD ($) | Oct. 09, 2018EUR (€) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2020EUR (€) | Jun. 30, 2020USD ($) | Jun. 30, 2020EUR (€) | Jun. 29, 2020USD ($) | Jun. 29, 2020EUR (€) | Sep. 30, 2019EUR (€) | Apr. 30, 2019EUR (€) | Oct. 09, 2018EUR (€) |
Debt Instrument [Line Items] | |||||||||||||||
Redemptions of senior notes | $ 0 | $ 0 | $ 635,000,000 | ||||||||||||
Acquisition Corp. | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Face or principal amount of debt instrument | $ 3,127,000,000 | $ 2,998,000,000 | |||||||||||||
3.625% Senior Secured Notes | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Interest rate | 3.625% | 3.625% | 3.625% | 3.625% | 3.625% | ||||||||||
3.625% Senior Secured Notes | Acquisition Corp. | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Interest rate | 3.625% | 3.625% | 3.625% | 3.625% | 3.625% | 3.625% | |||||||||
Face or principal amount of debt instrument | $ 519,000,000 | $ 487,000,000 | € 445,000,000 | € 445,000,000 | € 195,000,000 | € 250,000,000 | |||||||||
4.125% Senior Secured Notes due 2024 | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Interest rate | 4.125% | 4.125% | 4.125% | 4.125% | 4.125% | ||||||||||
4.125% Senior Secured Notes due 2024 | Acquisition Corp. | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Interest rate | 4.125% | 4.125% | 4.125% | 4.125% | 4.125% | 4.125% | 4.125% | 4.125% | 4.125% | ||||||
Face or principal amount of debt instrument | € | € 311,000,000 | € 311,000,000 | |||||||||||||
Redemptions of senior notes | € | € 34,500,000 | € 34,500,000 | |||||||||||||
4.875% Senior Secured Notes | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Interest rate | 4.875% | 4.875% | 4.875% | 4.875% | 4.875% | ||||||||||
4.875% Senior Secured Notes | Acquisition Corp. | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Interest rate | 4.875% | 4.875% | 4.875% | 4.875% | 4.875% | 4.875% | 4.875% | 4.875% | |||||||
Face or principal amount of debt instrument | $ 30,000,000 | $ 220,000,000 | $ 220,000,000 | ||||||||||||
5.625% Senior Secured Notes | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Interest rate | 5.625% | 5.625% | 5.625% | 5.625% | 5.625% | ||||||||||
5.625% Senior Secured Notes | Acquisition Corp. | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Interest rate | 5.625% | 5.625% | 5.625% | 5.625% | |||||||||||
Redemptions of senior notes | $ 26,550,000 | $ 26,550,000 |
Debt - Partial Redemption of 4.
Debt - Partial Redemption of 4.125% Senior Secured Notes (Details) € in Thousands, $ in Millions | Jun. 30, 2020USD ($) | Oct. 12, 2018USD ($) | Oct. 12, 2018EUR (€) | Oct. 09, 2018EUR (€) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2020EUR (€) | Jun. 29, 2020 | Apr. 30, 2019 |
Debt Instrument [Line Items] | ||||||||||
Redemptions of senior notes | $ | $ 0 | $ 0 | $ 635 | |||||||
Gain (loss) on extinguishment of debt | $ | $ (34) | $ (7) | $ (31) | |||||||
4.125% Senior Secured Notes due 2024 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rate | 4.125% | 4.125% | 4.125% | |||||||
4.125% Senior Secured Notes due 2024 | Acquisition Corp. | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rate | 4.125% | 4.125% | 4.125% | 4.125% | 4.125% | |||||
Redemptions of senior notes | € | € 34,500 | € 34,500 | ||||||||
Senior notes redemption price | € | € 36,170 | |||||||||
Redemption price, percentage of principal amount redeemed | 103.094% | 103.00% | 103.00% | |||||||
Debt instrument remaining outstanding amount | € | € 311,000 | € 322,000 | ||||||||
Gain (loss) on extinguishment of debt | $ | $ (14) | $ (2) | ||||||||
3.625% Senior Secured Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rate | 3.625% | 3.625% | 3.625% | |||||||
3.625% Senior Secured Notes | Acquisition Corp. | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rate | 3.625% | 3.625% | 3.625% | 3.625% |
Debt - Open Market Purchase (De
Debt - Open Market Purchase (Details) - USD ($) | Jun. 30, 2020 | Oct. 09, 2018 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2018 | Jun. 29, 2020 |
Debt Instrument [Line Items] | ||||||
Gain (loss) on extinguishment of debt | $ (34,000,000) | $ (7,000,000) | $ (31,000,000) | |||
Acquisition Corp. | ||||||
Debt Instrument [Line Items] | ||||||
Face or principal amount of debt instrument | $ 3,127,000,000 | $ 2,998,000,000 | ||||
4.875% Senior Secured Notes | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 4.875% | 4.875% | 4.875% | |||
4.875% Senior Secured Notes | Acquisition Corp. | ||||||
Debt Instrument [Line Items] | ||||||
Face or principal amount of debt instrument | $ 220,000,000 | $ 30,000,000 | $ 220,000,000 | |||
Interest rate | 4.875% | 4.875% | 4.875% | 4.875% | ||
Debt instrument remaining outstanding amount | $ 230,000,000 | $ 220,000,000 | ||||
Gain (loss) on extinguishment of debt | $ (10,000,000) | $ (1,000,000) | $ (24,000,000) |
Debt - Redemption of 5.625% Sen
Debt - Redemption of 5.625% Senior Secured Notes (Details) - USD ($) $ in Thousands | Nov. 05, 2018 | Oct. 09, 2018 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2018 | Apr. 30, 2019 |
Debt Instrument [Line Items] | ||||||
Redemptions of senior notes | $ 0 | $ 0 | $ 635,000 | |||
Gain (loss) on extinguishment of debt | $ (34,000) | $ (7,000) | $ (31,000) | |||
5.625% Senior Secured Notes | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 5.625% | 5.625% | 5.625% | |||
5.625% Senior Secured Notes | Acquisition Corp. | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 5.625% | 5.625% | 5.625% | |||
Redemptions of senior notes | $ 26,550 | $ 26,550 | ||||
Senior notes redemption price | $ 27,380 | |||||
Redemption price, percentage of principal amount redeemed | 102.813% | |||||
Debt instrument remaining outstanding amount | $ 220,950 | |||||
Gain (loss) on extinguishment of debt | $ (1,000) | $ (4,000) |
Debt - Interest Rates (Details)
Debt - Interest Rates (Details) | Sep. 30, 2020 | Sep. 29, 2020 | Sep. 30, 2020 |
Acquisition Corp. | Senior Term Loan Facility Due In Two Thousand And Twenty | |||
Debt Instrument [Line Items] | |||
Term loan borrower alternate base rate election rate | 1.00% | 1.00% | |
Additional interest on overdue principal | 2.00% | ||
London Interbank Offered Rate (LIBOR) | Acquisition Corp. | Senior Term Loan Facility Due In Two Thousand And Twenty | |||
Debt Instrument [Line Items] | |||
Debt instrument, basis spread on variable rate | 2.125% | ||
Fed Funds Effective Rate Overnight Index Swap Rate | Acquisition Corp. | Senior Term Loan Facility Due In Two Thousand And Twenty | |||
Debt Instrument [Line Items] | |||
Debt instrument, basis spread on variable rate | 0.50% | ||
Base Rate | Acquisition Corp. | Senior Term Loan Facility Due In Two Thousand And Twenty | |||
Debt Instrument [Line Items] | |||
Debt instrument, basis spread on variable rate | 1.125% | ||
Additional interest rate on other overdue amounts | 2.00% | ||
Revolving Credit Facility | Acquisition Corp. | |||
Debt Instrument [Line Items] | |||
Debt instrument, basis spread on variable rate | 0.75% | ||
Additional interest on overdue principal | 2.00% | ||
Revolving Credit Facility | Acquisition Corp. | 2020 Revolving Loans | |||
Debt Instrument [Line Items] | |||
Debt instrument, basis spread on variable rate | 0.875% | ||
Debt instrument, covenant, senior secured indebtedness to EBITDA ratio | 3.05 | 3.05 | |
Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | Acquisition Corp. | |||
Debt Instrument [Line Items] | |||
Debt instrument, basis spread on variable rate | 1.75% | ||
Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | Acquisition Corp. | 2020 Revolving Loans | |||
Debt Instrument [Line Items] | |||
Debt instrument, basis spread on variable rate | 1.875% | ||
Revolving Credit Facility | Fed Funds Effective Rate Overnight Index Swap Rate | Acquisition Corp. | |||
Debt Instrument [Line Items] | |||
Debt instrument, basis spread on variable rate | 0.50% | ||
Revolving Credit Facility | Eurodollar Applicable Margin Rate | 2020 Revolving Loans | |||
Debt Instrument [Line Items] | |||
Debt instrument, basis spread on variable rate | 1.625% | 1.875% | |
Revolving Credit Facility | ABR Applicable Margin Rate | 2020 Revolving Loans | |||
Debt Instrument [Line Items] | |||
Debt instrument, basis spread on variable rate | 0.625% | 0.875% | |
Revolving Credit Facility | Base Rate | Acquisition Corp. | |||
Debt Instrument [Line Items] | |||
Debt instrument, basis spread on variable rate | 1.00% | ||
Additional interest rate on other overdue amounts | 2.00% |
Debt - Maturities of Senior Not
Debt - Maturities of Senior Notes and Senior Secured Notes (Details) - Senior Notes $ in Millions | Sep. 30, 2020USD ($) |
Debt Instrument [Line Items] | |
Long-term debt, maturities, repayments of principal in next rolling twelve months | $ 0 |
Long-term debt, maturities, repayments of principal in rolling year four | 844 |
Long term debt maturities repayments of principal in rolling after year four | $ 1,463 |
Debt - Interest Expense, net (D
Debt - Interest Expense, net (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |||
Interest expense, net | $ 127 | $ 142 | $ 138 |
Long-term debt, weighted average interest rate, at point in time | 3.70% | 4.30% | 4.70% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2018 | |
Income Tax Contingency [Line Items] | ||||
U.S. federal corporate statutory tax rate | 21.00% | 21.00% | 24.50% | |
Tax expense related to the reduction of deferred tax assets | $ 59 | $ 23 | ||
Income tax benefit related to release of valuation allowance | $ 25 | |||
Deferred foreign income tax benefit | 28 | 18 | 26 | |
Release of valuation allowance | 38 | 65 | 14 | |
Reinvested earnings at foreign subsidiaries | $ 234 | 234 | ||
Accrued interest and penalties | 4 | 4 | 3 | |
Uncertain income tax position not recognized | 12 | 12 | 12 | |
Decrease in uncertain tax positions resulting from ongoing audits and settlements | 2 | |||
France Tax Authority | ||||
Income Tax Contingency [Line Items] | ||||
Net operating loss carryforward | 78 | 78 | ||
Spain Tax Authority | ||||
Income Tax Contingency [Line Items] | ||||
Net operating loss carryforward | 29 | 29 | ||
Foreign Tax Authority | ||||
Income Tax Contingency [Line Items] | ||||
Release of valuation allowance | 33 | 33 | $ 59 | |
Deferred tax assets, tax credit carryforwards, foreign | 10 | 10 | ||
Deferred foreign income tax benefit | 15 | |||
Foreign tax credit carryforward | 94 | 94 | ||
Domestic Tax Authority | ||||
Income Tax Contingency [Line Items] | ||||
Release of valuation allowance | $ 23 | |||
Net operating loss carryforward | $ 0 | $ 0 |
Income Taxes - Schedule of Dome
Income Taxes - Schedule of Domestic and Foreign Pretax (Loss) Income from Continuing Operations (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2018 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ (655) | $ 84 | $ 347 |
Foreign | 208 | 183 | 95 |
(Loss) income before income taxes | $ (447) | $ 267 | $ 442 |
Income Taxes - Current and Defe
Income Taxes - Current and Deferred Income Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2018 | |
Federal: | |||
Current | $ 3 | $ 0 | $ 0 |
Deferred | (28) | (49) | 91 |
Foreign: | |||
Current | 74 | 74 | 58 |
Deferred | (28) | (18) | (26) |
U.S. State: | |||
Current | 3 | 3 | 6 |
Deferred | (1) | (1) | 1 |
Income tax expense | 23 | 9 | 130 |
Cash withholding taxes | $ 15 | $ 17 | $ 15 |
Income Taxes - Differences betw
Income Taxes - Differences between U.S. Federal Statutory Income Tax Rate and Income Taxes Provided (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2018 | |
Income Tax Disclosure [Abstract] | |||
U.S. federal corporate statutory tax rate | 21.00% | 21.00% | 24.50% |
Taxes on income at the U.S. federal statutory rate | $ (94) | $ 56 | $ 108 |
U.S. state and local taxes | 2 | 2 | 7 |
Foreign income taxed at different rates, including withholding taxes | 10 | 16 | 19 |
Increase in valuation allowance | 1 | 1 | 4 |
Release of valuation allowance | (38) | (65) | (14) |
Change in tax rates | 4 | (4) | 23 |
Impact of GILTI and FDII | 2 | (4) | 0 |
Intergroup transfer | 0 | 0 | (30) |
IPO Costs | 22 | 0 | 0 |
Executive Compensation | 2 | 0 | 0 |
Non-deductible long term incentive plan | 112 | 6 | 8 |
Other | 0 | 1 | 5 |
Income tax expense | $ 23 | $ 9 | $ 130 |
Income Taxes - Significant Comp
Income Taxes - Significant Components of Company's Net Deferred Tax Assets/(Liabilities) (Details) - USD ($) $ in Millions | Sep. 30, 2020 | Sep. 30, 2019 |
Deferred tax assets: | ||
Allowances and reserves | $ 30 | $ 27 |
Employee benefits and compensation | 80 | 79 |
Other accruals | 19 | 17 |
Tax attribute carryforwards | 168 | 203 |
Other | 22 | 3 |
Total deferred tax assets | 319 | 329 |
Less: Valuation allowance | (45) | (91) |
Deferred tax assets, net of valuation allowance | 274 | 238 |
Deferred tax liabilities: | ||
Intangible assets | (369) | (372) |
Total deferred tax liabilities | (369) | (372) |
Net deferred tax liabilities | $ (95) | $ (134) |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Unrecognized Tax Benefits Including Interest and Penalties (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2018 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Beginning Balance | $ 12 | $ 18 | $ 19 |
Additions for current year tax positions | 3 | ||
Additions for prior year tax positions | 3 | 1 | 3 |
Subtractions for prior year tax positions | (3) | (7) | (7) |
Ending Balance | $ 12 | $ 12 | $ 18 |
Employee Benefit Plans - Additi
Employee Benefit Plans - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2018 | |
Retirement Benefits [Abstract] | |||
Employee benefit plan obligation | $ 83 | $ 82 | |
Aggregate pension liability recorded in balance sheet | 57 | 56 | |
Pension expense | 4 | 4 | $ 4 |
Employers contribution plan expense | $ 8 | $ 6 | $ 5 |
Stock-Based Compensation Plan_2
Stock-Based Compensation Plans - Additional Information (Details) $ / shares in Units, $ in Millions | Aug. 14, 2020shares | Jun. 05, 2020USD ($)$ / shares | Dec. 31, 2019shares | Dec. 31, 2018USD ($)shares | Sep. 30, 2020USD ($)$ / sharesshares | Sep. 30, 2019USD ($)$ / sharesshares | Sep. 30, 2018USD ($)$ / shares | Sep. 30, 2017shares | Dec. 31, 2017Employee |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share awards vesting period | 2 years | ||||||||
Number of additional employees to participate in plan | Employee | 2 | ||||||||
Weighted-average grant date intrinsic value of share awards (in usd per share) | $ / shares | $ 23.82 | $ 3.13 | $ 3.12 | ||||||
Modification of stock-based compensation plan | $ | $ 769 | ||||||||
Non-cash compensation expense | $ | 608 | $ 50 | $ 62 | ||||||
Free cash flow compensation expense | $ | 16 | 15 | 19 | ||||||
Dividend expense related to equity units | $ | 1 | 7 | 27 | ||||||
Unrecognized compensation costs | $ | $ 14 | $ 16 | $ 18 | ||||||
Total compensation of unvested awards expected to be recognized, weighted average period | 1 year | ||||||||
IPO | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Sale of stock (in usd per share) | $ / shares | $ 25 | ||||||||
Modification of stock-based compensation plan | $ | $ 769 | ||||||||
Proceeds from issuance initial public offering | $ | $ 57 | ||||||||
Omnibus Incentive Plan | Restricted Stock Units (RSUs) | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Granted (in shares) | shares | 28,361 | ||||||||
Shares held in employee stock option plan, allocated (in shares) | shares | 28,361 | ||||||||
Senior Management Free Cash Flow Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share-based compensation arrangement by share-based payment award, number of shares authorized (in shares) | shares | 39,255,429.54 | ||||||||
Deferred equity unit share (in shares) | shares | 314,631.58 | 314,631.58 | 19,612,714.77 | ||||||
Senior Management Free Cash Flow Plan | LLC | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share-based compensation arrangement by share-based payment award, number of shares authorized (in shares) | shares | 4,169,978 | 23,640,925 | |||||||
Common Class A | IPO | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Sale of stock (in usd per share) | $ / shares | $ 25 | ||||||||
Common Class A | Omnibus Incentive Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share-based compensation arrangement by share-based payment award, number of shares available for grant (in shares) | shares | 31,169,099 | ||||||||
Share awards vesting period | 10 years | ||||||||
Deferred Equity Units | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Granted (in shares) | shares | 0 | 0 | |||||||
Weighted-average grant date intrinsic value of share awards (in usd per share) | $ / shares | $ 0 | $ 0 | |||||||
Fair value of deferred equity units (in usd per share) | $ / shares | $ 27.01 | $ 7.71 | $ 6.37 | ||||||
Deferred Equity Units | Minimum | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share awards vesting period | 1 year | ||||||||
Deferred Equity Units | Maximum | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share awards vesting period | 7 years | ||||||||
Fractional Shares | Common Class A | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Awards settled (in shares) | shares | 8,359,629.35 | ||||||||
Cash paid to settle awards | $ | $ 2 | ||||||||
Matching Equity Units | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Granted (in shares) | shares | 0 | 0 | |||||||
Cash paid to settle awards | $ | $ 1 | ||||||||
Weighted-average grant date intrinsic value of share awards (in usd per share) | $ / shares | $ 0 | $ 0 | |||||||
Matching Equity Units | Common Class A | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Awards settled (in shares) | shares | 217,312.53 | ||||||||
Cash paid to settle awards | $ | $ 58 |
Stock-Based Compensation Plan_3
Stock-Based Compensation Plans - Summary of Company's Share Awards (Details) - $ / shares | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2018 | |
Equity Units Weighted-Average Intrinsic Value | |||
Granted (in usd per share) | $ 23.82 | $ 3.13 | $ 3.12 |
Deferred Equity Units | |||
Equity Units | |||
Unvested units beginning balance (in shares) | 1,900,747 | 2,863,456 | |
Granted (in shares) | 0 | 0 | |
Vested (in shares) | (1,351,293) | (962,709) | |
Forfeited (in shares) | 0 | 0 | |
Unvested units ending balance (in shares) | 549,454 | 1,900,747 | 2,863,456 |
Equity Units Weighted-Average Intrinsic Value | |||
Unvested units beginning balance (in usd per share) | $ 7.71 | $ 6.37 | |
Granted (in usd per share) | 0 | 0 | |
Vested (in usd per share) | 27.01 | 7.71 | |
Forfeited (in usd per share) | 0 | 0 | |
Unvested units ending balance (in usd per share) | 27.01 | 7.71 | $ 6.37 |
Equity Units Weighted-Average Grant-Date Intrinsic Value | |||
Unvested units beginning balance (in usd per share) | 3.13 | 3.12 | |
Granted (in usd per share) | 0 | 0 | |
Vested (in usd per share) | 23.91 | 3.09 | |
Forfeited (in usd per share) | 0 | 0 | |
Unvested units ending balance (in usd per share) | $ 23.82 | $ 3.13 | $ 3.12 |
Matching Equity Units | |||
Equity Units | |||
Unvested units beginning balance (in shares) | 6,681,397 | 12,885,551 | |
Granted (in shares) | 0 | 0 | |
Vested (in shares) | (2,369,536) | (6,204,154) | |
Forfeited (in shares) | 0 | 0 | |
Unvested units ending balance (in shares) | 4,311,861 | 6,681,397 | 12,885,551 |
Equity Units Weighted-Average Intrinsic Value | |||
Unvested units beginning balance (in usd per share) | $ 4.60 | $ 3.50 | |
Granted (in usd per share) | 0 | 0 | |
Vested (in usd per share) | 24.04 | 5.10 | |
Forfeited (in usd per share) | 0 | 0 | |
Unvested units ending balance (in usd per share) | 23.82 | 4.60 | $ 3.50 |
Equity Units Weighted-Average Grant-Date Intrinsic Value | |||
Unvested units beginning balance (in usd per share) | 0 | 0 | |
Granted (in usd per share) | 0 | 0 | |
Vested (in usd per share) | 0 | 0 | |
Forfeited (in usd per share) | 0 | 0 | |
Unvested units ending balance (in usd per share) | $ 0 | $ 0 | $ 0 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) | Aug. 13, 2015USD ($) | Jan. 01, 2015GBP (£) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Oct. 01, 2018USD ($)shares |
Related Party Transaction [Line Items] | ||||||
Remaining lease term | 8 years | |||||
Extended lease term | 10 years | |||||
Licensing Agreements | ||||||
Related Party Transaction [Line Items] | ||||||
Finite-lived intangible asset, useful life | 24 months | |||||
Access Industries | ||||||
Related Party Transaction [Line Items] | ||||||
Management fees and reimbursed expenses | $ 7,000,000 | $ 11,000,000 | $ 16,000,000 | |||
Warner Music Inc | ||||||
Related Party Transaction [Line Items] | ||||||
IT support fee | $ 1,000 | |||||
Warner Music Inc | License fee | ||||||
Related Party Transaction [Line Items] | ||||||
License fee | $ 2,775 | |||||
Warner and Chappell Music Limited and WMG Acquisition Limited | ||||||
Related Party Transaction [Line Items] | ||||||
Payments for rent | £ | £ 3,460,250 | |||||
Extended lease term | 5 years | |||||
Snap, Inc. | Licensing Agreements | ||||||
Related Party Transaction [Line Items] | ||||||
Finite-lived intangible asset, useful life | 2 years | |||||
Related party revenue | $ 500,000,000 | |||||
Mattel Inc. | Distribution Agreements | ||||||
Related Party Transaction [Line Items] | ||||||
Finite-lived intangible asset, useful life | 3 years | |||||
Related party revenue | $ 200,000,000 | |||||
WMG China | ||||||
Related Party Transaction [Line Items] | ||||||
Ownership percentage | 20.00% | |||||
WMG China | AI New Holdings 5 LLC | ||||||
Related Party Transaction [Line Items] | ||||||
Noncontrolling interest, ownership percentage by parent | 80.00% | |||||
WMG China | Tencent Music Entertainment Group | ||||||
Related Party Transaction [Line Items] | ||||||
Purchase of ordinary shares (in shares) | shares | 37,162,288 | |||||
Purchase of ordinary shares, value | $ 100,000,000 | |||||
Building | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transactions, annual rent payments | $ 13,000,000 | |||||
Remaining lease term | 10 years | |||||
Extended lease term | 10 years | |||||
Streaming Service License | Deezer | ||||||
Related Party Transaction [Line Items] | ||||||
Related party revenue | $ 42,000,000 | 49,000,000 | $ 39,000,000 | |||
PEDL And Latin America Licenses | Deezer | ||||||
Related Party Transaction [Line Items] | ||||||
Related party revenue | 2,000,000 | $ 1,000,000 | ||||
One-Time Termination Fee | Affiliated entity | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transaction, expenses from transactions with related party | $ 60,000,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Firm's expected commitments | $ 442 | $ 428 |
Other off-balance sheet commitments to investees | $ 12 | $ 10 |
Derivative Financial Instrume_3
Derivative Financial Instruments - Additional Information (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Derivatives, Fair Value [Line Items] | ||
Company's hedged interest rate transactions | 4 years | |
Derivative, notional amount | $ 0 | $ 0 |
Deferred gains (losses) in comprehensive loss related to foreign exchange hedging | 0 | 0 |
Interest Rate Swap | ||
Derivatives, Fair Value [Line Items] | ||
Derivative, notional amount | 820,000,000 | 820,000,000 |
Other comprehensive income (loss), cash flow hedge, gain (loss), after reclassification and tax | (29,000,000) | (8,000,000) |
Pre-tax gains (losses) of the company derivative interest rate swaps | (27,000,000) | (11,000,000) |
Foreign Exchange Forward | ||
Derivatives, Fair Value [Line Items] | ||
Derivative, gain (loss) on derivative, net | $ (4,000,000) | |
Pre-tax gains (losses) of the company derivative interest rate swaps | $ 3,000,000 |
Derivative Financial Instrume_4
Derivative Financial Instruments - Summary of Amounts Recorded in Consolidated Balance Sheet (Details) - USD ($) $ in Millions | Sep. 30, 2020 | Sep. 30, 2019 |
Other Noncurrent Assets | ||
Derivatives, Fair Value [Line Items] | ||
Other assets | $ 0 | $ 2 |
Other Noncurrent Liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Other liabilities | $ (38) | $ (13) |
Derivative Financial Instrume_5
Derivative Financial Instruments - Summary of Amounts Recorded in Consolidated Balance Sheet Footnote (Details) - Interest Rate Swap - USD ($) $ in Millions | Sep. 30, 2020 | Sep. 30, 2019 |
Derivatives, Fair Value [Line Items] | ||
Foreign exchange derivative contracts in liability | $ 38 | |
Foreign exchange derivative contracts in asset | $ 2 | $ (13) |
Segment Information - Additiona
Segment Information - Additional Information (Details) | 12 Months Ended | ||
Sep. 30, 2020Customersegment | Sep. 30, 2019Customer | Sep. 30, 2018Customer | |
Segment Reporting Information [Line Items] | |||
Number of fundamental operations | segment | 2 | ||
Recorded Music And Music Publishing Segments | Sales Revenue, Net | Credit Concentration Risk | |||
Segment Reporting Information [Line Items] | |||
Number of customers | Customer | 2 | 2 | 2 |
Recorded Music And Music Publishing Segments | Sales Revenue, Net | Credit Concentration Risk | Spotify | |||
Segment Reporting Information [Line Items] | |||
Customer concentration percentage | 17.00% | 13.00% | |
Recorded Music And Music Publishing Segments | Sales Revenue, Net | Credit Concentration Risk | Apple | |||
Segment Reporting Information [Line Items] | |||
Customer concentration percentage | 14.00% | 14.00% | 15.00% |
Segment Information - Schedule
Segment Information - Schedule of Segment Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2018 | |
Segment Reporting Information [Line Items] | |||
Revenues | $ 4,463 | $ 4,475 | $ 4,005 |
Operating income (loss) | (229) | 356 | 217 |
Amortization of intangible assets | 190 | 208 | 206 |
Depreciation of property, plant and equipment | 71 | 61 | 55 |
OIBDA | 32 | 625 | 478 |
Total assets | 6,410 | 6,017 | |
Capital expenditures | 85 | 104 | 74 |
Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Revenues | 4,463 | 4,475 | 4,005 |
Operating Segments | Recorded Music | |||
Segment Reporting Information [Line Items] | |||
Revenues | 3,810 | 3,840 | 3,360 |
Operating income (loss) | 175 | 439 | 307 |
Amortization of intangible assets | 119 | 139 | 138 |
Depreciation of property, plant and equipment | 55 | 45 | 35 |
OIBDA | 349 | 623 | 480 |
Total assets | 2,483 | 2,217 | |
Capital expenditures | 28 | 29 | 20 |
Operating Segments | Music Publishing | |||
Segment Reporting Information [Line Items] | |||
Revenues | 657 | 643 | 653 |
Operating income (loss) | 81 | 92 | 84 |
Amortization of intangible assets | 71 | 69 | 68 |
Depreciation of property, plant and equipment | 5 | 5 | 7 |
OIBDA | 157 | 166 | 159 |
Total assets | 2,656 | 2,581 | |
Capital expenditures | 1 | 3 | 3 |
Corporate Expenses and Eliminations | |||
Segment Reporting Information [Line Items] | |||
Revenues | (4) | (8) | (8) |
Operating income (loss) | (485) | (175) | (174) |
Amortization of intangible assets | 0 | 0 | 0 |
Depreciation of property, plant and equipment | 11 | 11 | 13 |
OIBDA | (474) | (164) | (161) |
Total assets | 1,271 | 1,219 | |
Capital expenditures | $ 56 | $ 72 | $ 51 |
Segment Information - Long-Live
Segment Information - Long-Lived Assets and Revenue by Geographical Areas (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2018 | |
Segment Reporting Information [Line Items] | |||
Revenues | $ 4,463 | $ 4,475 | $ 4,005 |
Long-lived Assets | 331 | 300 | |
Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Revenues | 4,463 | 4,475 | 4,005 |
Long-lived Assets | 604 | 300 | |
United States | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Revenues | 1,934 | 1,956 | 1,754 |
Long-lived Assets | 426 | 201 | |
United Kingdom | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Revenues | 551 | 596 | 593 |
Long-lived Assets | 49 | 20 | |
All other territories | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Revenues | 1,978 | 1,923 | $ 1,658 |
Long-lived Assets | $ 129 | $ 79 |
Additional Financial Informat_2
Additional Financial Information - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended | ||||
Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2018 | Nov. 13, 2020 | Aug. 14, 2020 | |
Supplemental Cash Flow Information [Line Items] | ||||||
Interest payments | $ 128 | $ 138 | $ 148 | |||
Foreign income and withholding taxes | 81 | 63 | 49 | |||
Common stock, dividends, per share, cash paid (in usd per share) | $ 0.12 | |||||
Cash dividends declared | 75 | |||||
Dividends paid | 344 | 94 | 925 | |||
Depreciation | 71 | 61 | 55 | |||
Common Class A | ||||||
Supplemental Cash Flow Information [Line Items] | ||||||
Dividends payable, amount per share (in usd per share) | $ 0.12 | |||||
Common Class A | Subsequent Event | ||||||
Supplemental Cash Flow Information [Line Items] | ||||||
Dividends payable, amount per share (in usd per share) | $ 0.12 | |||||
Spotify Technology S.A. | ||||||
Supplemental Cash Flow Information [Line Items] | ||||||
Sale of common shares, consideration received | 504 | |||||
Debt securities, available-for-sale, gain (loss) | $ 382 | |||||
Estimated advance royalty recoveries | 12 | |||||
Estimated tax expense associated with net income on sale of shares | 77 | |||||
Common Stockholders | ||||||
Supplemental Cash Flow Information [Line Items] | ||||||
Dividends paid | 281 | |||||
Board of Directors Chairman | ||||||
Supplemental Cash Flow Information [Line Items] | ||||||
Cash dividends declared | $ 75 | $ 206 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value of Financial Instruments (Details) - USD ($) $ in Millions | Sep. 30, 2020 | Sep. 30, 2019 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | $ 3 | $ 20 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 0 | 0 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 9 | 29 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | (6) | (9) |
Other Current Liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contractual Obligations | (2) | (9) |
Other Current Liabilities | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contractual Obligations | 0 | 0 |
Other Current Liabilities | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contractual Obligations | 0 | 0 |
Other Current Liabilities | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contractual Obligations | (2) | (9) |
Other Noncurrent Assets | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Equity Method Investments | 47 | |
Other Noncurrent Assets | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Equity Method Investments | 0 | |
Other Noncurrent Assets | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Equity Method Investments | 47 | |
Other Noncurrent Assets | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Equity Method Investments | 0 | |
Other Non-Current Liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contractual Obligations | (4) | (13) |
Other Non-Current Liabilities | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contractual Obligations | 0 | 0 |
Other Non-Current Liabilities | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contractual Obligations | 0 | (13) |
Other Non-Current Liabilities | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contractual Obligations | (4) | 0 |
Interest Rate Swap | Other Noncurrent Assets | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Equity Method Investments | 40 | |
Derivative Asset | 2 | |
Interest Rate Swap | Other Noncurrent Assets | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Equity Method Investments | 0 | |
Derivative Asset | 0 | |
Interest Rate Swap | Other Noncurrent Assets | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Equity Method Investments | 40 | |
Derivative Asset | 2 | |
Interest Rate Swap | Other Noncurrent Assets | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Equity Method Investments | 0 | |
Derivative Asset | $ 0 | |
Interest Rate Swap | Other Non-Current Liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability | (38) | |
Interest Rate Swap | Other Non-Current Liabilities | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability | 0 | |
Interest Rate Swap | Other Non-Current Liabilities | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability | (38) | |
Interest Rate Swap | Other Non-Current Liabilities | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability | $ 0 |
Fair Value Measurements - Recon
Fair Value Measurements - Reconciliation of Net Liabilities Classified as Level 3 (Details) - Level 3 $ in Millions | 12 Months Ended |
Sep. 30, 2020USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | $ (9) |
Additions | (6) |
Reductions | 7 |
Payments | 2 |
Ending balance | $ (6) |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ in Millions | Sep. 30, 2020 | Sep. 30, 2019 |
Level 2 measurement | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt instrument, fair value disclosure | $ 3,137 | $ 3,080 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - Acquisition Corp. - USD ($) | Nov. 02, 2020 | Sep. 30, 2020 | Aug. 12, 2020 | Sep. 30, 2019 |
Subsequent Event [Line Items] | ||||
Aggregate principal amount of debt instrument | $ 3,127,000,000 | $ 2,998,000,000 | ||
3.000% Senior Secured Notes due 2031 | ||||
Subsequent Event [Line Items] | ||||
Interest rate | 3.00% | 3.00% | 3.00% | |
Aggregate principal amount of debt instrument | $ 550,000,000 | $ 550,000,000 | ||
Subsequent Event | 3.000% Senior Secured Notes due 2031 | ||||
Subsequent Event [Line Items] | ||||
Interest rate | 3.00% | |||
Aggregate principal amount of debt instrument | $ 250,000,000 | |||
Payments to acquire intangible assets, paid with pre-existing cash on hand | 90,000,000 | |||
Subsequent Event | 3.000% Senior Secured Notes due 2031 | Artistic-Related Intangible Assets | ||||
Subsequent Event [Line Items] | ||||
Payments to acquire intangible assets | $ 338,000,000 |
Quarterly Financial Informati_3
Quarterly Financial Information - Quarterly Information (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2018 | |
Quarterly Financial Information [Line Items] | |||||||||||
Revenues | $ 4,463 | $ 4,475 | $ 4,005 | ||||||||
Costs and expenses: | |||||||||||
Cost of revenue | (2,333) | (2,401) | (2,171) | ||||||||
Selling, general and administrative expenses | (2,169) | (1,510) | (1,411) | ||||||||
Amortization expense | (190) | (208) | (206) | ||||||||
Total costs and expenses | (4,692) | (4,119) | (3,788) | ||||||||
Operating (loss) income | (229) | 356 | 217 | ||||||||
Loss on extinguishment of debt | 34 | 7 | 31 | ||||||||
Interest expense, net | (127) | (142) | (138) | ||||||||
Other (expense) income | (57) | 60 | 394 | ||||||||
(Loss) income before income taxes | (447) | 267 | 442 | ||||||||
Income tax (expense) benefit | (23) | (9) | (130) | ||||||||
Net (loss) income | (470) | 258 | 312 | ||||||||
Less: Income attributable to noncontrolling interest | (5) | (2) | (5) | ||||||||
Net (loss) income attributable to Warner Music Group Corp. | (475) | 256 | 307 | ||||||||
Quarterly Financial Information | |||||||||||
Quarterly Financial Information [Line Items] | |||||||||||
Revenues | $ 1,126 | $ 1,010 | $ 1,071 | $ 1,256 | $ 1,124 | $ 1,058 | $ 1,090 | $ 1,203 | |||
Costs and expenses: | |||||||||||
Cost of revenue | (606) | (527) | (535) | (665) | (639) | (577) | (559) | (626) | |||
Selling, general and administrative expenses | (383) | (869) | (538) | (379) | (408) | (372) | (354) | (376) | |||
Amortization expense | (49) | (47) | (47) | (47) | (48) | (51) | (55) | (54) | |||
Total costs and expenses | (1,038) | (1,443) | (1,120) | (1,091) | (1,095) | (1,000) | (968) | (1,056) | |||
Operating (loss) income | 88 | (433) | (49) | 165 | 29 | 58 | 122 | 147 | |||
Loss on extinguishment of debt | 34 | 0 | 0 | 0 | 0 | 4 | 0 | 3 | |||
Interest expense, net | (29) | (32) | (33) | (33) | (34) | (36) | (36) | (36) | |||
Other (expense) income | (45) | (3) | (4) | (5) | 19 | (16) | 29 | 28 | |||
(Loss) income before income taxes | (20) | (468) | (86) | 127 | 14 | 2 | 115 | 136 | |||
Income tax (expense) benefit | 21 | (51) | 12 | (5) | 77 | 12 | (48) | (50) | |||
Net (loss) income | 1 | (519) | (74) | 122 | 91 | 14 | 67 | 86 | |||
Less: Income attributable to noncontrolling interest | (2) | (1) | 0 | (2) | (1) | (1) | 0 | 0 | |||
Net (loss) income attributable to Warner Music Group Corp. | $ (1) | $ (520) | $ (74) | $ 120 | $ 90 | $ 13 | $ 67 | $ 86 | |||
Common Class A | |||||||||||
Costs and expenses: | |||||||||||
Net (loss) income attributable to Warner Music Group Corp. | (21) | 0 | 0 | ||||||||
Common Class B | |||||||||||
Costs and expenses: | |||||||||||
Net (loss) income attributable to Warner Music Group Corp. | $ (454) | $ 256 | $ 307 |
Quarterly Financial Informati_4
Quarterly Financial Information - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2018 | |
Quarterly Financial Information [Line Items] | |||||||||||
Depreciation | $ 71 | $ 61 | $ 55 | ||||||||
Quarterly Financial Information | |||||||||||
Quarterly Financial Information [Line Items] | |||||||||||
Depreciation | $ 18 | $ 15 | $ 14 | $ 24 | $ 18 | $ 15 | $ 14 | $ 14 | |||
Common Class A | |||||||||||
Quarterly Financial Information [Line Items] | |||||||||||
Earnings per share, basic and diluted (in usd per share) | $ (0.82) | $ 0 | $ 0 | ||||||||
Common Class A | Quarterly Financial Information | |||||||||||
Quarterly Financial Information [Line Items] | |||||||||||
Earnings per share, basic and diluted (in usd per share) | $ 0 | $ (1.03) | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |||
Weighted average number of shares issued, basic and diluted (in shares) | 87,280,769 | 20,307,692 | 0 | 0 | 0 | 0 | 0 | 0 | |||
Common Class B | |||||||||||
Quarterly Financial Information [Line Items] | |||||||||||
Earnings per share, basic and diluted (in usd per share) | $ (0.95) | $ 0.51 | $ 0.61 | ||||||||
Common Class B | Quarterly Financial Information | |||||||||||
Quarterly Financial Information [Line Items] | |||||||||||
Earnings per share, basic and diluted (in usd per share) | $ 0 | $ (1.03) | $ (0.15) | $ 0.24 | $ 0.18 | $ 0.03 | $ 0.13 | $ 0.17 | |||
Weighted average number of shares issued, basic and diluted (in shares) | 422,719,231 | 483,796,267 | 501,991,944 | 501,991,944 | 501,991,944 | 501,991,944 | 501,991,944 | 501,991,944 |
Schedule II - Valuation and Q_2
Schedule II - Valuation and Qualifying Accounts (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2018 | |
Allowance for doubtful accounts | |||
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Balance at Beginning of Period | $ 17 | $ 18 | $ 18 |
Additions Charged to Cost and Expenses | 11 | 3 | 4 |
Deductions | (5) | (4) | (4) |
Balance at End of period | 23 | 17 | 18 |
Reserves for sales returns | |||
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Balance at Beginning of Period | 23 | 28 | 33 |
Additions Charged to Cost and Expenses | 66 | 88 | 108 |
Deductions | (65) | (93) | (113) |
Balance at End of period | 24 | 23 | 28 |
Allowance for deferred tax asset | |||
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Balance at Beginning of Period | 91 | 206 | 193 |
Additions Charged to Cost and Expenses | 1 | 4 | 33 |
Deductions | (47) | (119) | (20) |
Balance at End of period | $ 45 | $ 91 | $ 206 |