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Executives

Jill Krutick – Senior Vice President, Investor Relations

Edgar Bronfman, Jr. - Chairman and Chief Executive Officer

Steve Macri – Executive Vice President and Chief Financial Officer

Michael Fleisher - Vice Chairman, Strategy and Operations

Analysts

Bishop Sheen - Wells Fargo

Laura Martin – Needham

Doug Mitchellson -- Deutsche Bank

Ingrid Chung - Goldman Sachs

Jessica Reed-Cohen – Bank of America

Tuna Amobi - Standard & Poor’s Equity Group

Warner Music Group (WMG) F1Q2011 Earnings Call February 8, 2011 8:30 AM ET

Operator

Welcome to the Warner Music Group’s First Quarter Earnings Call for the period ended December 31, 2010. 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. (Operator Instructions). Now I would like to turn today’s call over to your host, Ms. Jill Krutick, Senior Vice President of Investor Relations and Corporate Development. You may begin.

Jill Krutick

Thank you very much. Good morning, everyone. Welcome to Warner Music Group’s fiscal first quarter 2011 conference call. Both our earnings press release and the Form 10-Q we filed this morning are available on our website at wmg.com. Today Chairman and CEO Edgar Bronfman, Jr. will update you on our business performance and strategy. Executive Vice President and CFO, Steve Macri, will discuss our quarterly financial results and then Edgar, Steve, and Michael Fleisher, our Vice Chairman, Strategy and Operations, will take your questions.

Before Edgar’s comments, let me remind you that this communication includes forward-looking statements that reflect the current views of Warner Music Group about future events and financial performance. Words such as estimates, expects, plans, intends, beliefs, should and will, and variations of such words or similar expressions that predict or indicate future events or trends, or do not relate to historical matters, identify forward-looking statements.

Such statements include but are not limited to estimates of our future performance, such as the success of future albums, projected digital sales increases and declines in physical sales, expected expansion of the digital music business, success of strategic actions we are taking to accelerate our transformation as we redefine our role in the music industry, the impact general economic conditions may have on us, market share fluctuation, and our intentions to deploy our capital, including the level and effectiveness of future A&R investments.

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 that 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 earnings press release and Form 10-Q and other SEC filings.

We plan to present certain non-GAAP results during this conference call. All of the revenue data we will provide on today's call will be on constant currency basis. We have provided schedules reconciling these results to our GAAP results in our earnings press release posted on our website.

With that, let me turn it over to Edgar. Thank you.

Edgar Bronfman Jr.

Welcome everyone, and thanks for joining us. We continue to build upon last year’s accomplishments and deliver on our long term strategic and financial goals, but our performance in Q1 did not entirely meet our expectations. In addition to a competitive holiday release schedule, and pressure from the ongoing recorded music industry transition, some of our key releases did not perform as well as we had hoped. As you know, our business is not about one quarter. We remain optimistic about our release schedule and financial performance for the remainder of the year.

Last quarter we indicated that we had taken several actions to generate savings in the year ahead, to help us sustain our fiscal year OIBDA margins. Those decisions have helped to further support margins in the quarter. As Steve will detail shortly, excluding the severance charges from both periods, our quarterly OIBDA margins were flat year over year. Industry transitions can certainly be challenging, and this quarter is clearly a reflection of that, but by increasing our engagement in growing areas of the music business, we remain confident that we will work through this transition.

Let’s look a little more closely at this quarter’s results. Recorded music revenue is down, both domestically and internationally. However, even in the midst of a soft quarter, international digital download and streaming revenue showed solid growth. We continue to diversify as a company, by entering into expanded rights deals with new recording artists. For example, Bruno Mars, an Electro Records expanded rights artist, continues to gain popularity around the world. Bruno’s accomplishments have been building since he was a featured performer on two of last year’s biggest hits for Atlantic Records, which he also co-wrote, Travie McCoy’s Billionaire, and B.o.B.’s Nothin’ on You, both of which were certified double platinum in the US.

Bruno recently wrapped up his first completely sold out US headline tour, and has seen exciting success for his first album, which recently debuted at number one in 11 territories, including the UK and Germany, and he has already sold over two million track equivalent album units globally. The number one success of his singles, Grenade and Just the Way You Are have established Bruno as only the sixth ever solo male artist in history to reach the top of the US charts with his first two singles, and he is the first to do so in 13 years.

From selling out larger and larger venues, to growing a valuable merch business, Bruno’s success confirms the integrity of our strategy around developing multiple facets of an artist’s career, and Bruno’s label, the legendary Electra Records, has reached a significant milestone, it’s 60th birthday. We are extraordinarily proud that to cap off the celebration, Electra Records founder and senior advisor to WMG, Jack Holtzman, has been chosen for induction into the Rock And Roll Hall of Fame. This is a richly deserved recognition of Jack’s pioneering role in music and cultural history, a role he continues to play to this day.

Taking a closer look at digital sales, we sustained our significant digital share advantage over physical share in the US, both in the quarter and for calendar 2010. In fact, once again, we had the greatest digital share advantage of any of the major music companies. In the December quarter, US industry wide digital unit growth of 10% accelerated to its highest growth rate since the September ’09 quarter. This was driven by strength in both albums and tracks, which grew at 14% and 6% respectively. The US recorded music industry experienced a typical seasonal pickup in digital demand, triggered by holiday sales of MP3 players and gift cards. But despite the improved industry unit data, our US recorded music digital revenue was down slightly in the quarter, as our revenue growth in downloads and streaming services was more than offset by ongoing declines in ringtone revenue.

We continued to see strong growth in our international recorded music digital revenue. The implementation of variable pricing, growing international demand for iTunes and iPhones, and new business development activity, such as the Spotify service, all boosted international performance. As you know, achieving robust digital growth remains a top priority, and is central to our long term growth strategy. We expect digital revenue growth to accelerate once again, as new business models are rolled out on a global basis, and as device capabilities and network technologies advance.

The recent consumer electronics show reaffirmed our view that digital innovation will evolve rapidly on many levels, including Cloud based music services, tablet launches, bundles subscription distribution, and connected devices. As we’ve mentioned, WMG’s commitment to our artists services business and disciplined expanded rights signing, including rights such as sponsorship, fan club, website, merchandising, touring and ticketing, among others, provides a strong platform for revenue diversification and growth. Non-traditional revenue amounted to approximately 12% of our recorded music revenue, up from 10% last year, driven primarily by concert promotion revenue in France and Italy, and direct to consumer merchandising revenue.

WMG has gained impressive traction to date in signing new recording artists to expanded rights deals. The share of artists on WMG’s active global artist roster, with expanded rights deals, has grown from essentially none in 2005 to about 55% in 2010. The careers of many of these artists will begin to mature over the next few years, so that, as in the case of Bruno Mars, we will begin to generate meaningful non-traditional revenue and OIBDA.

Now let’s look at music publishing. In January, we announced the leadership transition at Warner Chappell, naming Cameron Strang as CEO of that business. Cameron has had a very successful career as a music industry entrepreneur. We believe he will strengthen Warner Chappell’s performance and successful strategy of focused A&R development. Dave Johnson, who has been a valued member of WMG’s senior management team since 1999, and Chairman and CEO of Warner Chappell since 2006, will remain Warner Chappell’s Chairman through June 30, in order to ensure a seamless transition.

Concurring with Cameron’s arrival, we also announced the acquisition of Southside Independent Music Publishing, whose songwriters have racked up a string of hits. Those hits include songs performed by B.o.B and Cee Lo Green that were nominated for this year’s Record of the Year Grammy Award, as well as a pair of number one singles from Bruno Mars. Building on our revenue diversification strategy, Warner Chappell has continued to invest in the attractive high margin production music business by acquiring 615 Music, which will be our first Nashville based production music operation.

We are excited to further expand our presence in production music, a growing business for Warner Chappell, and one we have built successfully over the past two years through the acquisitions of Non-Stop Music, Groove Addicts, and Carlin. Although performance was down at Warner Chappell this quarter, we remain optimistic about the prospects of this business, which is supported by the active pace of our recent investments.

Before moving on to our financials, I wanted to speak about the growing recognition of the value of intellectual property. We’re delighted to see the US government focusing on this very important issue. In a recent press conference, Senate Judiciary Committee Chairman Patrick Leahy made clear that he intends to reintroduce the Combating Online Infringement and Counterfeits Act this Congress. This bill, once enacted, would authorize the Department of Justice to file a civil action against pirate websites. It would also grant the Attorney General authority to compel third parties, such as ISPs, payments processors, and online ad network providers to take action against pirate sites.

We see this legislation as a powerful tool against rogue sites that traffic in pirated content, as another opportunity for the content industry to partner with intermediaries to combat the scourge of massive copyright infringement. We are gratified that the US Government is taking steps to decrease piracy, following more advance initiatives in France, England, and Ireland, among many other countries.

I also wanted to take a moment to congratulate all of the WMG artists who received Grammy nominations this year. WMG owned and distributed recordings received 106 nominations, including three of the five nominees for Record of the Year, and Warner Chappell songwriters received 49 nominations. Multiple award nominees from Warner include Bruno Mars, B.o.B., The Black Keys, Jeff Beck, Cee Lo Green, Zac Brown Band, Muse, Neil Young, Jaheim, Janelle Monáe, Michael Bublé, Steven Sondheim, and Dave Haywood and Charles Kelley of Lady Antebellum.

Additionally, our Warner Brother’s Chairman, Rob Cavallo, added another Producer of the Year nomination to his extraordinary list of accomplishments. We wish all WMG nominees great success at Sunday’s awards. We hope you’ll tune in to see exciting Grammy performances from WMG recording artists Bruno Mars, Cee Lo Green, Muse, B.o.B., and Janelle Monáe. I’d also like to congratulate Plan B, Rumer, Cee Lo Green, Biffy Clyro, and Bruno Mars for their nominations for the upcoming Brit Awards. The musical variety evidenced by our list of Brit nominees in the UK is what Warner Music is all about; finding, nurturing, and breaking the greatest artists around the world, no matter what the genre and helping to develop all aspects of their career.

Steve will now run through the financials before Michael, Steve, and I take your questions.

Steve Macri

Thank you, and good morning. As Edgar said earlier, industry pressures and a competitive environment weighed on our results this quarter, but we’re confident that our strategy positions us well for long term growth. As reflected in our results, pro-actively managing costs and transforming our business processes is helping us to mitigate recorded music industry’s pressures. Now I’ll walk you through our results for the quarter.

For the three months ended December 31, 2010, we reported revenue of $789 million, down 12% year over year. Domestic revenue declined 10%, while international fell 13%. Our quarterly digital revenue grew 2%, to $187 million, or 24% of total revenue. International digital download growth was strong this quarter, and newer revenue streams, such as Pandora and Spotify also grew.

This growth was partially offset by expected declines in ringtone revenue. Total digital revenue declined 7% sequentially, a result of both the performance of our release schedule, and the effect of more physically-centric key releases, such as Michael Bublé, Josh Grobin, and Kid Rock. Geographically, about 55% of our digital revenue was generated in the US, while 45% was generated internationally. Obviously, given the industry transition, managing our costs remains a top priority.

Previously we announced that our cost management efforts last quarter were expected to generate annual run rate savings of $30 million. We’re pleased that those efforts have already yielded a $20 million year over year decline in our overhead costs, and additional run rate savings will be realized in our second fiscal quarter. We also continue to take a pro-active approach to optimize our current operations. Our supply chain process improvements have already reaped a 5% point improvement in our overall US returns rate.

As a result of these and other cost management efforts, we took a quarterly severance charge of $11 million, compared to $5 million in the prior year quarter. Overall, OIBDA fell 20%, to $90 million, and OIBDA margin contracted to 11.4% from 12.2%. Excluding the severance charges from both periods, OIBDA margins were flat year over year. Looking at our different business segments for the quarter, recorded music revenue fell 12%, to $673 million due to the factors Edgar described earlier.

Recorded music digital revenue grew 3% from the prior year quarter to $178 million, or 26% of total recorded music revenue. That is up from 22% in the same period last year. We saw strong international recorded music digital growth of 12%, as iTunes and streaming services continued to gain traction outside the US. Domestic recorded music digital revenue was down 3% to $96 million, driven by lower demand for ringtones, and a more mature download business. However, digital revenue represented 37% of domestic recorded music revenue this quarter, compared to 35% in the same period last year.

Recorded music OIBDA declined 20% year over year. This is a result of declining revenue and increased severance cost, partially offset by the benefits of our prior cost management efforts. Music publishing revenue declined 12% to $120 million, due to factors that include the recorded music industry transition, the time to cash collections, and the inter-reduction in royalty rates related to rate of performances in the US.

Music publishing OIBDA of $18 million was down 18% from the prior year quarter, and OIBDA margin was down slightly at 15%. Looking at cash, as expected our cash balance was down sequentially, to $263 million at December 31, 2010. In part, that reflects $26 million in cash severance payments, and $88 million in cash interest. However, as Edgar mentioned earlier, we also continue to invest in high margin businesses.

This quarter, for example, we invested $30 million to acquire the remainder of Roadrunner Records. Given Roadrunner’s successful performance, and its profitability, we decided to purchase the remaining 27% of the company, so we could fully consolidate its operations into Warner Music Group.

Likewise, we significantly invested in A&R and M&A at Warner Chappell. Including the previously discussed acquisition of the production music company, 615 Music. Largely as a result of the previously mentioned cash items, free cash flow declined to -$179 million. Free cash flow is calculated by taking cash used in operating activities of $113 million, plus CapEx of $8 million, and cash used for investments of $58 million.

Turning to taxes, we had a tax benefit of $2 million and net taxes of $10 million on a pre-tax loss of $20 million. Taxes in the quarter primarily reflect lower foreign pre-tax earnings. For the quarter, we generated a net loss of $18 million, or $0.12 per diluted share. In the prior year quarter, net loss was $17 million, or $0.11 per diluted share. Severance charges had a $0.07 per diluted share impact in the current quarter. In the prior year quarter, severance had a $0.03 per diluted share impact.

In summary, our cost management and business transformation initiatives are mitigating the impact of industry pressures. We will continue to update you on our ongoing efforts to actively manage our expenses, and transform our business processes. Now I’ll turn the call back to Edgar for closing remarks.

Edgar Bronfman, Jr

Thanks, Steve. While this quarter proved to be challenging, our focus on transforming our business helps to drive our optimism for this year. We continue to lead the industry transition to new digital products and platforms, all while diversifying our revenue streams and investing in all aspects of our artist’s careers. Michael, Steve, and I look forward to answering your questions. Thank you, and operator, please open it up for Q&A.

Question-and-Answer Session

Operator

(Operator Instructions.) The first question is from Bishop Sheen, from Wells Fargo.

Bishop Sheen - Wells Fargo

Hi everyone, thank you for the update, thank you for taking the question. Edgar, a lot has been written in the last few weeks about the value of music publishing, and I’m curious how you value it; whether you use a metric like MPS or you think it should be valued on EBITDA or OIBDA as reported in your financials.

Edgar Bronfman, Jr.

Thanks Bishop, I think outside of our process, which we’re not going to comment on today, we’ll let the market decide how to value our music publishing business. We actually think it’s a very valuable business, we’re very optimistic about its future, very excited that we’ve got Cameron in as CEO. We’re pleased with the acquisitions that we’ve made, both from a production music standpoint and a A&R standpoint, and we think we’ve got a lot of progress ahead of us as we move forward. But the metrics that we use is really up to the market, as I said, outside of a progress on which we’re not going to comment today.

Bishop Sheen – Wells Fargo

Alright, thank you.

Operator

The next question is from Laura Martin, from Needham.

Laura Martin – Needham

Good morning. Just a couple of questions; on the tax basis, I guess one of the things that I’d like to understand better is can you give us any kind of insights into the tax basis of music publishing versus recorded music? I remember when we spun out of this Time Warner parent, we got a lot of tax benefits, and you’ve been losing a lot of money, so does some of that tax shelter accrue to the benefit of whoever the purchaser is, if this company goes apart? In pieces, I mean. And the second thing is on ringtones; last quarter and this quarter I think Steve was talking about how part of the digital growth was offset by deteriorating ringtone revenue, and I’m just wondering if you can break out – I thought you said last quarter – maybe I wrote this down wrong, that ringtones were almost zero now, and then today he said that ringtones are down again, more. Pandora and Spotify were up, and ringtones were down. So could you talk about where we are now in the ringtone revenue part, and how much – so I can figure out how much lower and longer this will take?

Edgar Bronfman, Jr.

Okay, Laura, it’s Edgar. Let me tackle both of those. We don’t disclose and we’re not going to disclose the tax basis for our assets. As far as ringtones go, I would say that global ringtone revenue now is – diminished probably – Steve, you can probably dimensionalize it a little better than I can for Laura, actually.

Steve Macri

What I can do for you, for the quarter, ringtones weighed on the overall digital revenue growth by 5% on a global basis, roughly 7% in the US. So you know, I would – as the fiscal year progresses, the impact of the ringtones, given the size of it, will be less and less .

Laura Martin – Needham

So 7%, like a currency adjusted concept? Meaning that it would have been 7% higher?

Steve Macri

That’s right; it would have been 7% higher.

Edgar Bronfman, Jr.

And Laura, if I can just say, the other reason was, as I mentioned in my opening remarks, as digital revenue becomes more dependent on release schedule, it’s going to look like they’re on progress, and we did not do as well this quarter as we would have liked, and frankly, lost a little bit of share in the quarter. We obviously gained a tremendous amount of share over time. So we did not have the kind of growth in the digital download arena that would have offset these declines in ringtones, so when you put the two together, you saw a hiccup in our digital growth.

Laura Martin – Needham

Okay, perfect; thanks so much, that’s helpful.

Operator

The next question is from Doug Mitchellson from Deutsche Bank.

Doug Mitchellson -- Deutsche Bank

Thanks so much. I sort of wanted to poke around a little Edgar, just on the two drivers that you mentioned in your opening remarks, and in the press release, of the overall music environment and the release environment. It’s sort of interesting that you’ve got the overall music environment in decline, yet the release schedule is highly competitive in the December quarter. Are other music companies starting to invest more, or did it happen to be random timing that it was a more competitive release slate?

Edgar Bronfman, Jr.

So first of all, we think the business is extremely competitive all of the time, regardless of the overall environment, which is one of decline currently. So we battle for market share, but as I’ve always said, we also battle for margin share. So we try very hard to be very focused on our margins. Having said that, we had a lot of our releases in the December quarter, and by and large they did not do as well as we expected them to do, versus obviously other companies.

That –it’s hard to ascribe that we lost as a result of better releases from some other companies, or maybe our releases simply didn’t meet the expectations of their consumers. We don’t know that much that quickly, but we don’t like to see ourselves losing share, and that happened to us in December quarter. But as I mentioned, we’re very optimistic for the rest of the fiscal year, and are seeing progress both in our release schedule and in our actual releases.

Doug Mitchellson -- Deutsche Bank

And then when you look at the overall environment, I know it’s not the end of your fiscal year, but it’s the end of the calendar year where a lot of music numbers are measured; as you look forward, we always ask you and you always find a way to not necessarily answer with a date, but it seems like the industry has always been two or three years away from returning to growth, and it seems like it’s been that way for four or five years, and something new always happens. As you look forward, what are the dynamics that you expect relative to all this?

Edgar Bronfman, Jr.

Well, again, I’m not going to call the bottom or predict any timing, but certainly over my past years as a working person, people have always said to me “Brazil is the land of the future, and it always will be.”, and yet its day has come. I firmly believe that you’ll see a similar dynamic with the music industry. I think that our onward growth at Warner will be based on really – certainly within recorded music will be based on three basic areas; one is renewed growth of digital as both streaming services expand and Cloud based services are introduced.

Second the growth of the artist services business, which as you know we’ve been investing in for five years, but deliberately doing so with our newly signed artists, so that by definition would take a while to mature and we’re beginning to see the beginnings of that business from being interesting to being important to us. And third, that geographic expansion; if we can crack some of the markets where we derive no revenue, Southeast Asia, Asia, many parts of Latin America.

Other parts of the world where there are huge population bases, huge music consumption, and potentially no revenue; where the digital platform allows us, we believe, over time to capture more of the dollars. I think those three fundamental areas are where we see growth coming. The most immediate to the industry remains the growth of the digital business as a result of the expansion of standard services and the introduction of Cloud based services.

I think you’re going to see, I hope very significant expansion of streaming services in 2011, and the introduction I hope of some very significant Cloud based services also in 2011. So I’m not going to call a bottom, but I think one can point to areas where growth should come from and try and get there pretty straightforwardly in this calendar year.

Doug Mitchellson -- Deutsche Bank

Alright, that’s helpful. And then last question for me. On the cost side, is there any way to give a breakdown in terms of the declines in cutbacks, and how much was fixed cost reductions versus variables?

Edgar Bronfman, Jr.

As I said in my remarks, the cost reductions, there’s fixed cost reductions, as well as transforming our business processes, so there’s a mixture of both. But obviously the lion’s share of the $20 million came out of fixed overhead in our SG&A lines.

Doug Mitchellson -- Deutsche Bank

Okay, got it. Thank you.

Operator

Ingrid Chung from Goldman Sachs, you may ask your question.

Ingrid Chung - Goldman Sachs

Thank you, good morning. I was wondering if you could speak to the digital growth internationally versus the US? Is there a faster growth rate internationally just because they’re behind in terms of the offline to online shift, and the number of connected devices? Or is there something more structural about the market outside the US that will sustain the higher growth internationally? And then secondly, related to that, I was wondering if Spotify revenue was significant in the quarter.

Edgar Bronfman, Jr.

Okay, so I think the growth of digital in international is a function of both things, Ingrid. It is partly that it is behind the curve of the US, so digital downloads are being introduced earlier in their maturation process outside the US than they are inside the US. I think secondly, along that line, international market is a lot larger than the domestic market, and as smart phones and connected devices increase in market share around the world, all kinds of content will be advantaged in that expansion. So there’s both a maturation issue and a geographic expansion issue that’s at work as well.

I think the last piece of it is, to your Spotify answer, we have streaming revenue in the US through Sound Exchange, and streaming revenue outside the US in various areas including Spotify. I’m not sure what I would call the word significant, to respond to your question, but we do see a very real growth from Spotify and we do see Spotify and services like Spotify as being ever more meaningful to our results, and I think you’ll be able to see that in our fiscal year 2011 and as the calendar year proceeds beyond that.

Ingrid Chung - Goldman Sachs

And just a follow up on that, Edgar. I was wondering if you could give us any sort of update in terms of getting to an agreement with Spotify in the US?

Edgar Bronfman, Jr.

I cannot give you an update on that.

Ingrid Chung - Goldman Sachs

Alright, thank you.

Operator

The next question is from Jessica Reed-Cohen from Bank of America.

Jessica Reed-Cohen – Bank of America

Thank you, it’s two questions. One, can you comment on the regulatory environment? Given the declines in the market, do you think that regulators will look at business combinations differently than they had two or three years ago? And one more question on cost.

I know you said that was $30 million that you kind of targeted overall, and $20 had gone – but based on your comment, it only sounds like there might even be more, and I just wondered if you could discuss that. Thank you.

Edgar Bronfman, Jr.

Jessica, I’m going to let Steve answer on the cost question. The regulatory environment, I don’t think it’s helpful or useful for us to speculate on what regulators will or won’t do or how they look at any particular combination. We obviously – if we ever have anything to say to the regulators, we’ll say that in the context of a private conversation.

Steve Macri

And Jessica, from a cost perspective, yes we continue to believe that there’s more opportunity beyond the $30 million in cost savings that we talked about last quarter and that we targeted for the fiscal year.

While those costs and issues become more difficult in the future than they have been in the past, there’s plenty of opportunities to generate more savings, which will allow us to achieve our goal of maintaining flat OIBDA margins for the whole fiscal year.

Operator

The last question comes from Tuna Amobi from Standard & Poor’s Equity Group.

Tuna Amobi - Standard & Poor’s Equity Group

Alright, thank you very much. I’ve got a few, as well. The first question is on the – it seems like there was some development last month with the Supreme Court objection of the Attorney General of New York action, on the download pricing; so given that development, any comments from you or Counsel regarding what the worst case scenario is, and then how that kind of plays out from here? It seems like you’re still not expecting to have any material impact on your operations. So if you can comment on any legal things and any possible close you’ve made that would be helpful.

Separately, regarding the sequential decline in cash balance, which Steve did a pretty good job to explain, but I think it was the – because the question of decline was said in years, if I’m not mistaken, so Steve, if you x out some of the explanatory that your alluded to, the M&A activity, the severance, it seems also like the accruals Accounts Payable went up significantly, as did the Royalty Advance. So the question is, how comfortable are you from here out in terms of your cash management strategy, building up the cash reserves as well, and how significant should we think about working capital as possible future uses of cash, as was the case in this quarter? Thank you.

Edgar Bronfman, Jr.

Okay, so the first question regarding the download, there’s no accruals in our books, so as we disclosed in the Q, we don’t expect a material issue to happen with regard to our financials from that issue.

Tuna Amobi - Standard & Poor’s Equity Group

What’s the worst case scenario there? Legally speaking?

Edgar Bronfman, Jr.

It’s something you can’t – we’re not in a position to predict.

Tuna Amobi - Standard & Poor’s Equity Group

Is it going back to trial though, it sounds like?

Edgar Bronfman, Jr.

Yes it is.

Tuna Amobi - Standard & Poor’s Equity Group

Okay.

Steve Macri

With regard to the cash balance, it’s difficult to pull out the items that I talked about, but from a cash standpoint, the business model itself continues to yield cash, in particular music publishing and the financial attributes that business has, that’s not going to change and we still feel optimistic about that business, which is why one of the primary uses of cash in the quarter was investing from both M&A standpoint and A&R, in our music publishing business.

So another point too, is Q1, our fiscal Q1 which is December quarter is a typical use of cash from a working capital standpoint. Largely due to the physical side of our business and the timing of the sales and collection of those receivables. So from an optimistic point of view, the business continues to yield cash and those attributes have not changed. It’s just a matter of interest payments, M&A, and some timing of A&R spends in Q1 to grow the business.

Tuna Amobi - Standard & Poor’s Equity Group

Okay, that’s helpful. Just one last follow up question for Edgar, in the context of the comment you just made about digital revenues in the US and international, you talk about maturation and geographic expansion, so just philosophically, would that change your view at this time, in terms of whether consolidation in the industry would be a factor in helping to mitigate what appears to be a digital slowdown? Would that be just one more compelling reason, in your view, to look at those kinds of worldwide opportunities, potentially? That would be helpful.

Edgar Bronfman, Jr.

Thanks Tuna, and while I genuinely appreciate the opportunity to comment on what I said that I wouldn’t comment on, I think I’m going to remain with what I said at the beginning, which is that we’re just not going to comment on speculation around regulatory and consolidation, or for anything related to that. So I think with that, I don’t think there are any more questions in the queue, and I’d like to thank everyone for being on the call, and we look forward to talking with you again in a few months. Thanks.

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