Welcome to Warner Music Group's Quarterly Earnings Call for the period ended September 30 2021. At the request of Warner Music Group, today's call is being recorded for replay purposes and if you object you may disconnect at any time. Now I would like to turn today's call over to your host, Kareem Chin, Head of Investor Relations. You may begin.

Good morning, everyone. Welcome to Warner Music Group's fiscal fourth quarter and full year earnings conference call. Please note that our earnings press release and earnings snapshot are available on our website, and we plan to file our 10-K during the week of November 22nd. On today's call our CEO, Steve Cooper will provide you with an update on the quarter and full year. Eric Levin, our CFO is on medical leave, and as a result our Acting CFO and Corporate Controller, Lou Dickler will take you through our financial results. Steve, Lou and I will then answer your questions. Before our prepared remarks, I’d like to refer you to the second slide of the earnings snapshot to remind you that this communication involves forward-looking statements that reflect the current views of Warner Music Group about future events and financial performance. We plan to present certain non-GAAP results during this conference call and in our earnings snapshot slides and have provided schedules reconciling these results to our GAAP results in our earnings press release. All of these materials are posted on our website. Also, please note that all revenue figures and comparisons discussed today will be presented in constant currency unless otherwise noted. All forward-looking statements are made as of today, and we disclaim any duty to update such statements. Our expectations, beliefs, and projections are expressed in good faith, and we believe there is a reasonable basis for them. However, there can be no assurance that management's expectations, beliefs, and projections will result or be achieved. Investors should not rely on forward-looking statements because they are subject to a variety of risks, uncertainties, and other factors that can cause actual results to differ materially from our expectations. Information concerning factors that could cause actual results to differ materially from those in the forward-looking statements is contained in our filings with the SEC. And with that, I'll turn it over to Steve.

Thanks Kareem. Good morning, everyone, and thanks for joining us. As we all know, the world has been through a very dark time over the last 18 months. We've all been challenged both personally and professionally in ways we could not have imagined. But with vaccination rates continuing to rise and many territories beginning to return to some kind of normality, it feels like there is light at the end of the proverbial tunnel. If there's anything that our company has learned during this pandemic, it's that for billions of people across the globe music is essential to our well-being. It permeates our lives and gives us inspiration and hope. It gives voice to our anxiety, our sadness and our joy. In short, music touches our hearts like no art form. When concerts and live appearances were nearly impossible to stage, our ability to super serve our artists and songwriters during this extraordinary time was made crystal clear. Our global resources, creative expertise and commercial reach make us an absolutely indispensable component that is critical to the entire music value chain. Six years ago, Warner doubled down onstream. We became the first music major to make it our largest revenue source. Today our business is no longer driven by linear format shifts, it's multifaceted and expanding in all directions, from social media to gaming and home fitness to VR, we're at the heart of virtually every consumer experience. The increasing complexity of our industry goes hand-in-hand with the ever-growing potential of our company. We're not merely embracing our future, we're creating it. With that let's get to an overview of our fourth quarter results. Total revenue increased by 22% on an as reported basis and 21% on a constant currency basis. Adjusted EBITDA was up by 34% with margin improvement…

Thank you, Steve, and good morning, everyone. 2021 was an incredibly challenging year to navigate and our results only continue to validate the strength and resilience of our business model. In Q4, total revenue was up approximately 21% on a constant currency basis, and up over 22% on an as-reported basis. These results are underpinned by growth across almost all of our revenue lines. For the full year, our total revenue increased by over 15% on a constant currency basis and almost 19% on an as-reported basis. Our strong operating performance was evidenced by the healthy growth in adjusted OIBDA, and adjusted EBITDA we saw in both the fourth quarter and the full year. In Q4 adjusted OIBDA increased by over 25% to $218 million, with margins improving from 15.5% to 15.8%. Adjusted EBITDA, which reflects the pro forma impact of future cost savings and transactions completed in the quarter increased by 34% to $237 million with margins improving from 15.7% to 17.2%. I want to note that, both metrics reflect adjustments for approximately $15 million of restructuring costs, primarily driven by severance costs associated with the leadership and related organizational changes that Steve referenced earlier. For the full year, adjusted OIBDA and adjusted EBITDA increased by approximately 29% and 30% respectively. You can find the calculations and reconciliations related to adjusted OIBDA and adjusted EBITDA in our press release. Recorded Music revenue increased by over 21% in the fourth quarter. Residual revenue increased by 17% driven by continued strength in streaming revenue which grew approximately 20% year-over-year. All components of streaming revenue experienced robust year-over-year growth. Recorded Music revenue from emerging streaming platforms remain at $235 million on an annualized basis, but pre-meaningfully year-over-year. As we have said previously, we expect the growth cadence from this revenue source to…

Thank you. [Operator Instructions] Our first question comes from Michael Morris with Guggenheim. Your line is open.

Thank you very much. Good morning, guys. Two topics for me. I think, first, Steve can you talk a bit about the general trends that you're seeing in A&R costs? The deals seem to be getting more expensive and royalty advances I think are reflecting that. Can you just share with us what you think is driving that? And then my second topic, I think I'll direct to Lou just because you spoke about this. It's really about the runway for these emerging platform digital partnerships going forward. As you start to lap some of the initial deals, how should we think about the financial path there? Did those initial deals have certain minimum guarantees that could be at risk as you renew, or should we think about the growth opportunity more, driven by a combination of both usage and expansion of these deals? Thanks, guys.

Great. So Michael, on the first one, A&R trends, I think it's important to remember that we manage a portfolio and as artists move from the initial stages of their career to really an established artists to either regional or global superstars, the cost does increase. That cost is generally however offset by reduced marketing and promotional expense as artists become better and better known. I think that given the financial resources that are flowing into both the Recorded Music and the music publishing markets, that the goal for Warner is to not get wrapped up in the exuberance in the market for lack of a better term and maintain our financial discipline that has been in place since the acquisition of Warner by Access. We are very thoughtful about how we allocate capital and what we put into any deal. Whether it be an artist or M&A, we are very thoughtful about not buying market share loss and we are very thoughtful about structuring deals to ensure that we get what we believe to be appropriate returns on our investments. You'll also see that our A&R budgets, marketing and promotional budgets have remained in relatively sticky, the same relationship with revenue over the last four, five, six years and we expect that to continue. That is a stable relationship but may in our marketing and promotion to revenue for the foreseeable future Michael.

With regard to the ESP question, Michael. And as we mentioned, the revenue for this streaming is recognized on a step basis not linear and that's due to the timing of the deal renegotiations. The deals are often structured as buyout versus consumption and as a result, you see that revenue impact. We do believe that as the services scale and new services come online in this space that the economic's looking to improve and we're seeing revenue growth.

Great. Thank you both. Appreciate it.

Our next question comes from Kutgun Maral with RBC Capital Markets. Your line is open.

Good morning. Thanks for taking the questions. And of course, best wishes to Eric. I hope he gets well soon. I was hoping to get your perspective on Universal. Their public listing has increased investor awareness and focused on the Recorded Music and Music publishing side of the audio ecosystem and seems to be driving a better appreciation of the attractive dynamics of the industry overall. But I guess on your end, has the UMG spin out effected Warner Music Group if at all? And maybe second, can you talk a bit about their margin profile compared to yours? And maybe why their margins appear higher? Thank you.

So, I'll take the first part of that then Lou will take the second part. I think that Universal's IPO was good news not only for the broad music sector but content specifically, because to your point it has with content in a brighter spotlight and it's made the investor community more aware of the opportunities by way of investing on the content side of the music sector. We've competed with them, successfully for decades. And we wish them all success possible with respect to this launch. Lou will talk about some of the differences, when you look at margins. But what I will point out is -- and Lou will explain it to you our margins are essentially identical and we do that with essentially half the operating leverage.

Yeah. So as Steve mentioned, there is not a difference between our margin and UMG's margin on an apples-to-apples basis. They're nearly identical. Under IFRS Universal was able to classify certain rent and lease costs as depreciation which is excluded from EBITDA. If you net out the impact of that rent expense differential, as we noted our margins are nearly identical and Steve pointed out, slightly increased in greater sale.

Thank you.

Our next question comes from Andrew Uerkwitz with Jefferies. Your line is open.

Hey thank you. I am hoping you hear me. I have two questions, I'll ask at the same time. Steve you talked earlier about, new opportunities whether it's metaverse NFTs and whatnot. Everyone else on the earnings call has been talking about this quarter. You guys I believe have invested pretty early in this space. So one, could you kind of talk about the broad opportunities to hear on how audio plays, a role of -- music and audio play a role? And then, secondly, are there specific areas here that you think are more exciting than others? Thank you.

Okay. Well, what we see Andrew, are really new models emerging every day. And I don't see any reason, why each new models, whether it be in social, gaming, fitness, other areas aren't going to continue to emerge. Almost all of them utilize music is one of the critical elements of building out their models and frankly underlying their success. I personally, couldn't imagine a time without music or a hip-hop without music. So when we looked at these new emerging opportunities which are showing up all around the world, they present tremendous possibilities for Warner. They're very exciting. These start-ups, we love to invest in them. We love to work with them to build these businesses to scale. And I think our drive and our ability to just diversify revenue will just continue. With respect to where do I think things are really going to get more interesting and more special. Most of the models we currently see are the traditional push-pull, where we push to the models, the models pushed to consumers, and consumers pull through the music that we help differentiate from much of the white noise that's uploaded these days into the services. I think with the -- within these large-scale metaverses Fortnite, Roblox and others that we will begin to see an opportunity where providing content and distribution convergence Andrew. And when you begin to look at the global reach the number of people that spend meaningful amounts of time in these new worlds I think it provides a universe of opportunity for Warner.

Got it. Thank you so much.

Our next question comes from Ben Swinburne with Morgan Stanley. Your line is open.

Thank you. Good morning. Steve you made a comment in your prepared remarks that Warner strives or can drive market share without buying it. I think there was a phrase we used. Can you talk a little bit about how you guys do that specifically as we think about a market where there's more and more capital maintaining all this IP. And then I'm wondering if you could talk a little bit about what you want to do with your free cash flow and leverage because I think given the strong free cash flow this year and looking into fiscal 2022 you guys are going to have a leverage level at least on a net basis that's relatively low compared to how you've sort of capitalized the company in the past. So, as we think about the next couple of years what might you guys do with your balance sheet or capital allocation that might optimize the balance sheet? Thank you.

Right. So, what I've actually said about market share Ben is we won't acquire it at a loss. The way we will continue to maintain and grow our market share is through our investment strategies which really we invest broadly speaking in the four buckets and then I'll swing back to those that all four of them actually influence market share. First, we invest in our core business and we do that both through an expansion of our A&R budget in line with the growth of our revenue and through M&A and in the publishing sites primarily through the acquisition of catalogs. We are and have been making a concerted effort to invest in diversification of revenue which is bucket number two. Bucket number three is innovation and technology and bucket four is in our people. So, all of those over time impact our ability to build and gain market share, specifically with money flowing into the sector -- lots of money flowing into this sector we are -- because of the fact that we live in this sector oftentimes have more insight and a better view of what assets can and as importantly what they can't do by way of being turbocharged. Our organization are experts that I think the best in the world at turbocharging these sort of assets. So, when we look at them we look at them to see how we can create that turbocharging what headroom do we believe we have and how through financial discipline we are prepared to either price and/or restructure companies to achieve those ROI goals. We are very selective. We are certainly not going to be one of the lemons going over a cliff by spending unwisely and thinking that without the organization and the expertise these assets are going to grow through sub mystical or magical formulation. So, that's on the first piece. On the second piece, we've been very clear about what we do with our free cash flow. Our first priority is to invest in the business again with rigorous discipline to get the ROIs that we believe our shareholders deserve. The second is when we can't find those opportunities is to return capital to our shareholders. The third is to pay down debt. With respect to the third we haven't gotten to that intersection yet then and I don't see us getting there for the foreseeable future.

Right. Can I just ask Lou one quick housekeeping on the streaming growth? I think you said 20%. Was there any currency impact, or maybe if you have that number ex-currency would be interested?

Yeah, Ben, it's not material. It's 1% or 2%.

Okay. Thank you.

Thank you. Our next question comes from Matthew Thornton with Truist Securities. Your line is open.

Hey, good morning, guys. Steve, maybe two for you. I guess first I'm wondering if you can comment on kind of what's going on over in the UK with the CMA there opening up a market study of the industry. Just kind of curious your thoughts as the implications and maybe just how that plays out and any implications for Warner? And then just secondly, I know you guys don't provide formal guidance, but maybe just a little more high-level color as to how you're thinking about fiscal 2022 drivers or linearity or anything else that's kind of catching your attention for the upcoming year? Thanks guys.

Okay. First of all, on the UK study, we believe what it's going to show is that on the content side and we should keep in mind that that study is going to look at the music section, not only content providers, but DSPs. But on the content side, we have a fiercely, fiercely competitive industry, where artists and songwriters have historically have today and will tomorrow have the benefit of fierce competition between the labels to land both recording artists and songwriters and I think that the fact that we have such a competitive environment, it will show that songwriters and recording artists are the primary beneficiaries of that composition. And their compositions are the benefits of that competition. So I'm confident that that will be a finding. I think that the -- I think that the review or the investigation will also show that our artists in our roaster and the way we select those artists and songwriters to join us and then what we do by way of marketing and promotion will show that streaming has been in general very good to them. I think it will also show that the availability of tools for DIY artists today by way of being able to professionally sound mix and distribute their music has never been greater. So I'm confident that when somebody looks at the music ecosphere from a purely factual objective point of view that people will finally realize and people will come to the conclusion that the labels are actually the good guys not the bad guys. On guidance, as you noted, we don't give guidance. That being said, our music in the market at the moment, the music that's coming some of our biggest artists are dropping music as we speak, I'm confident that the momentum we generated over the last three, six, nine, 12 months will continue.

Thank you. Our next question comes from Jessica Reif Ehrlich with Bank of America Securities. Your line is open.

Thank you. I have two topics or two questions. First, what do you think drove the renaissance in physical? And do you think that will continue? On that topic could you talk about the difference in margins, which we know are lower, but what is the differential with physical versus digital? And then second, Steve, you called out air-based revenue and I guess as opposed to subscription or direct sales, can you talk about the size of your ad base revenue now? What the growth rate is and outlook for that part of your revenue is?

Sure. Okay. So let me just quickly talk about the renaissance of physical and then I'll turn it over to Lou on both the comparisons of margins and the outlook for growth of ad base revenue. There is a segment of people around the world that love vinyl. It is the recordings in and of themselves are an art form. The album art, the notes, the lyrics, the way it's put together represents a work of art and a work of art from these incredible musical geniuses. So this segment of the music loving population loves vinyl, loves to collect it and we think it is that we'll continue to grow. The constraint being the ability to actually produce vinyl given the limited amount of capacity around the globe. Incidentally, vinyl just per se collecting it is for many people something that's really cool, and for what it's worth, I think, they're right and Lou will now walk you through the numbers.

Yes. So, on the margin differential between physical and digital, the difference is roughly 15% better margin on the streaming side. And then what was the second question is with regard to ad revenue?

How we see ad revenue?

Yes. So, ad revenue continues to grow nicely. Obviously, COVID did have an impact on digital advertising revenue that seems recovered. Then that's business for us if you look at DSP, UPROXX, Songkick, IMGN as social publishers combined revenues for that about $100 million in the quarter relative size.

Did that answer your question?

Thanks. Good luck.

Our next question comes from Rich Greenfield with LightShed Partners. Your line is open. Rich, your line is open. Please check your mute button.

Hi. Sorry about that. Can you hear me now?

Yes.

Sorry about that Steven. So the -- if I think about ad-supported streaming for many years there was sort of a -- I'd say the industry just didn't like ad-supported streaming and really just saw it as either an on-ramp to subscription streaming and many labels -- I won't speak specifically for you, but for many labels they wanted to sort of shut it down or force everybody into pure subscription streaming. Today it seems like the ad-supported side of the business is floating. I've never seen Spotify and Daniel Ek, so excited about ad-supported side of their business as they have been over the last couple of quarters. I'm curious sort of what are your thoughts on the growth of the ad-supported side of their business, and whether you're encouraging some of your other partners who don't have an ad-supported business to follow them?

Well, first of all, we've always been of the view that people can pay for music either with their time or with currency. I guess, in an ad-supported business their time is the currency; and on the subscription side, money is the currency. So we've always been supportive of both. We in our discussions with DSPs always encourage them to look at revenue generating possibilities to strengthen both their businesses and our business. I think that, when you look at the way digital ad revenue has bounced back, the way it grew during the pandemic, we see others jumping into it, Rich. But we like all forms of revenue that support the music sector and ultimately flow to our artists into us. So, whether it be going deeper into ads, price increases, new functionality. We're for that always with respect to our partnerships with our DSPs.

Thank you.

Our next question comes from Meghan Durkin with Credit Suisse. Your line is open.

Hi, good morning, guys. Steve, you talked a lot about different growth areas, whether emerging markets, new revenue streams, acquisitions and other. Of all these areas, can you maybe rank order those for the drivers of future growth for the company? And then maybe for Lou, I'm not sure if this is for Lou, but maybe discuss how you think about the return targets when you're allocating capital towards deals? Maybe that will help us to frame the impact from the acquisitions you've done recently. Thanks.

Sure. Well, look we -- I don't know, if I would rate them, I think that all of our areas and investment priority have tremendous value and will provide us with tremendous returns at least for the foreseeable future, our core business will probably remain our largest business traditional streaming and we continue to support that by growing our A&R budgets through M&A and by increasing our geographic footprint. So, that will continue to support the core and when you think about revenue diversification, we take product from our core business and adapt that product to use cases with respect to revenue diversification. That continues as we invest in these new and emerging economic models. Instead, the core business, we see as -- I think we -- we've said repeatedly, we see a lot of runway in the traditional streaming world and we see tremendous opportunity in both the -- what are called mature markets. We think that runway is still quite long and in the emerging markets, where we think there will be a conversion over time from free, that's pretty well in many parts of the world, where they're really are no ad markets, we'll develop the ad markets and will convert to subscriptions, if, in fact, they choose to pay with currency as opposed to time. So our priorities in investment, our core diversification, innovation in technology and people and all of them are essential by way of investments to ensure that we thrive in the future.

And with regards to the IRR question -- your IRR question, we've talked quite a bit about being financial disciplined, which we are, that will continue. We'll continue to look for accretive investments. The IRR that we get on these deals is depending on the risk profile of that deal, so the higher risk deals have a higher return. So the blended rate is probably in -- somewhere in the mid-teens, but again, it depends on risk profile in an individual deal.

Okay. Thanks. Best wishes to Eric. I hope he's back with us soon.

Thank you.

Thank you. We'll pass on your kind wishes.

Our last question comes from Ivan Feinseth with Tigress Financial. Your line is open.

Thank you for taking my questions. Congratulations on another great year and please send my best wishes to Eric for a speedy recovery. Can you talk a little bit how Sodatone has helped you discover and find great artists and even in areas where you may have to increase the investment that you've gotten a better return? And since music is going to be a major part of the immersive experience on the metaverse, Steve, what -- when you start to hear people talking about this more, what areas of the metaverse excites you the most?

Okay. So with respect to Sodatone, let's say, it's, for lack of a better term, a super advanced search engine, which we utilize to identify recording our songwriters and their music, as it is getting traction and emerging literally in every market around the world. It is used by way -- it is used by hundreds of our employees on a daily basis to evaluate virtually all the new music and the artists associated with that new music inside of their specific territories or regionals. And while I can't give specific numbers, I will tell you that in the last several years, the number of our artists that we've identified and sign through Sodatone has probably quintuple. It is a remarkable tool and our people -- I mean, they use it literally, Ivan, 24/7. So now the metaverse. What excites you? The -- if you look at the trends, you can see that more and more people -- and when I say more and more people I'm talking hundreds and millions not thousands or tens and millions, are spending more and more time in these interactive environments. So if you look at many of the ways in, which music is distributed it is not an interactive environment. It is literally a push-pull environment. In these metaverses, it is the combination of social, gaming, entertainment and probably more things that I'm just unaware of that I could add. And in these environments, it goes beyond push-pull. It is actually interconnectivity between content, between people, between people and content, between communities, interaction between adjacent communities. And it is bringing music and our artists to those environments to build and enhance not only the interconnectivity of music to people, but our artists to people, our artists to artists and it just -- it creates so many possibilities for the convergence of content artists, fandom and distribution that -- I think that it will take music and music's ability to really be the one true global language to an entirely different level, Ivan. It's super exciting.

Yes I agree. Thank you and wishing you, happy holidays and New Year

Thank you. My pleasure.

This concludes the question-and-answer session. I would now like to turn the call back over to Steve Cooper, for closing remarks.

So again, I'd like to thank everyone for joining us today. I hope everyone has a wonderful, safe holiday season and we will talk to you in the new calendar year. Stay safe everyone. Thank you.

This concludes today's conference call. Thank you for participating. You may now disconnect.