Welcome to the Warner Music Group’s Third Quarter Earnings Call for the period ended June 30, 2011. 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. As a reminder there will be a question-and-answer session following today’s presentation. (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.

Thank you very much. Good morning, everyone. Welcome to Warner Music Group’s fiscal third 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, 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 and Steve 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. 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 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 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.

Thanks, Jill, hello. I appreciate everyone joining us today for our first quarterly conference call since the closing of our acquisition by Access Industries on July 20. Although we are now a private company, we continue to have public debt and plan to continue holding earnings calls for our bondholders and the investment community on a quarterly basis. For those of you who are new to WMG, welcome. We also welcome back our long time bondholders. I will take a few minutes to describe recent developments that we see as promising step forward in the record music industries transition. But first for the benefit of our new investors I would like to provide some context. For the first six months of this year the industry saw U.S. album unit sales rise. The first time that’s happened since 2004, which is an encouraging development. And in just the past couple of months we have seen the announcement and introductions of a number of new and exciting digital music services. And the emergence of other products and business models including various cloud based offerings. In June, Apple announced its iCloud service and its forthcoming iTunes Match feature. Which will allow users to access their music collections remotely without having to upload individual tracks. In July we saw the U.S. launch of Spotify, the popular European streaming service. We have also seen governments and technology partners around the world begin to take the kind of concrete steps that many in the content industries have called for, to protect copyright. On the heels of laws to protect copyright already passed in France, South Korea, New Zealand and the UK, came the announcement in the U.S. from the motion picture industry, the music industry and the internet service providers of the copyright alerts system. A groundbreaking program to curb online piracy. And potentially also important, Baidu, China’s biggest search engine announced that it will also legitimate music content to its massive user base and introduce new measures to protect copyrighted content. We have worked hard to help shape these developments and view all of them as encouraging for WMG and for the broader music industry. That said we still face the headwinds of the records music industry going through a lengthy and complex transition. Our growth strategy has been to focus intensely on artist development and work to develop new business models to seize on emerging and faster growing opportunities, such as digital, all along managing costs aggressively. The core of this management team has run the company from 2004 and since then has navigated the recorded music industries difficulties and the worst economic downturn since the great depression. Despite those hurdles we have succeeded in transforming the Warner Music Group. Consider these highlights, today nearly half of our total revenue comes from businesses that did not exist in 2004. More than 60% of the artists on our active global recorded music roster are signed to deals with a comprehensive suite of expanded rights. In 2008, the New York Times reported that Atlantic Records become the first major label in the United States to achieve more than half of its recorded music sales from digital. We delivered the greatest U.S. total album share growth of 23% between 2004 and 2010 of any major music group. In Warner Brothers Records and Atlantic Records we have had the number one U.S. label four times since 2004. Warner Chappell was named BMI's Music Publisher of the Year three times since 2004, and this past May, Atlantic Records was named the UK’s record company of the year. We achieved all of this while growing our OIBDA and OIBDA margin, the best measure of our profitability. With that as a backdrop I will mention a couple of highlights for this quarter before Steve walks you through the rest of the financials. First we grew OIBDA by 20% over the prior year quarter and expanded our OIBDA margin more than a percentage point to 11%. Second, Warner Chappell grew revenue in three key categories. Synchronization, performance and digital. Third, our U.S. recorded music business grew its digital revenue to 48% of total U.S. recorded music revenue, up from 41% last year. And Warner Music Group’s total worldwide digital revenue grew by 9%. Of course at our core we are in the business of artist development. And I am very pleased that our artists continue to deliver incredible music and achieve tremendous success. Our top sellers for the quarter included Bruno Mars, Superfly, Wiz Khalifa, Hugh Laurie, and Cee Lo Green. And we are looking forward to upcoming releases from the Red Hot Chili Peppers and Jason Derulo in the fourth quarter. Recorded music revenue also benefited from an expansion into faster grower segments of the music business, included notable success in our European concert promotion businesses. Warner Chappell continued to build on its impressive roster. Last month we signed Grammy award winning songwriter Brett James, to a co-publishing agreement for all of his future works. And signed a worldwide co-publishing agreement with singer, songwriter and actress, Jana Kramer, who stars in the television series, One Tree Hill. Also let me congratulate Robert Lopez, our Warner Chappell songwriter who co-wrote the music for the Broadway Musical, The Book of Mormon which earned nine Tony Awards this year, including best score and best musical. Tony Awards were also awarded to the musicals Anything Goes, Catch Me If You Can and Priscilla Queen of the Desert, all of which included contributions from Warner Chappell songwriters. Now I'll turn it over to Steve, who will run through our financials before we take your questions.

Thank you and good morning. This quarter we delivered solid performance across our businesses. Revenue was largely stable. OIBDA grew and OIBDA margins expanded. Our ongoing cost management efforts continue to provide financial flexibility as we transition to digital and artists services business models. In addition we are pleased to be well on our path to cross the digital divide in the U.S. when digital product sales represent a majority of our recorded music revenue. We reported revenue of $686 million down just 1% year-over-year with international growth of 5% largely offsetting domestic declines. Quarterly digital revenue was $203 million 30% of total revenue. We saw particularly strong growth in global digital downloads, while newer revenue from streaming businesses, such as Spotify also increased. Given the ongoing recorded music industry transition, managing our cost remains a top priority. As result, we took quarterly severance charges of $10 million compared to $9 million in the prior year quarter. In addition we’ve targeted cost savings over the next nine fiscal quarters, of between $50 million and $65 million. That savings from our transition to a private company and reduced expenses from certain corporate restructuring initiatives. With these and continued cost management efforts we will continue to drive efficiency throughout the organization. Overall, OIBDA rose 20% to $77 million and OIBDA margin expanded more than 1 percentage point to 11.2% from 9.8%. Our OIBDA results for the current and prior year quarters included the severance costs. The current quarter also included $12 million in OIBDA from the recorded music legal settlement with LimeWire, as well as $5 million in costs incurred in the transaction with Access Industries. Looking at the different business segments for the quarter. Recorded music revenue was stable at $545 million due to our continued focus on successful artist development and strength in our concert promotion business. Recorded music digital revenue grew 9% from the prior year quarter to $191 million or 35% of total recorded music revenue. That is up from 32% in the same period last year. We strong international recorded music digital revenue growth of 11%. As iTunes and streaming services continue to gain traction outside the U.S.. Domestic recorded music digital revenue rose 7% to $108 million that was driven by strength in downloads and newer revenue streams, though partially offset by lower demand for ringtones. Digital revenue represented 48% of U.S. recorded music revenue this quarter compared to 41% in the same period last year. We are very pleased to approach the 50% digital mark in our U.S. recorded music business. Of course we do recognize that these results may fluctuate quarter to quarter based on the mix of releases and the ongoing transition of the business. Recorded music OIBDA grew 29% to $84 million while OIBDA margin expanded 3 percentage points to 15%. These solid results reflect changes in our sales mix, proceeds from the LimeWire settlement and lower recorded music severance charges. Turning to music publishing. We are pleased with our music publishing this quarter. Performance, synchronization and digital revenue, all had healthy growth this quarter, highlighting our continuous efforts to enhance and drive the business. Our growth in performance revenue reflects the improved advertising market, the timing of cash flows and recent acquisitions. Synchronization strength reflects our focused efforts to drive this business and digital revenue reflected growth in global digital downloads and streaming services. Overall, music publishing revenue fell 3% to $146 million, as growth in these areas was offset by expected declines in mechanical revenue. The mechanical revenue decline tracks the overall physical recorded music market. Music publishing OIBDA of $22 million improved 22% from the prior year quarter and OIBDA margin expanded 2 percentage points to 15%. The OIBDA results reflect changes in revenue mix, the absence of discontinued low margin administration deals and our ongoing cost management efforts. Turing now to our balance sheet. In connection with the closing of the acquisition by Access Industries, we closed bond offerings totaling about $1.1 billion and refinanced certain of our existing indebtedness. As a result of refinancings, our consolidated annual interest expense will increase from a $195 million to $227 million. In connection with the closing we also entered into new $60 million revolving credit agreement which is currently undrawn. In addition we pushed out our earliest maturities from 2014 to 2016. We are comfortable with our cash position and our ability to generate cash. As of June 30, 2011 our cash balance amounted to $290 million, down from $319 million at March 30, 2011. Free cash flow was negative $36 million compared to positive $29 million in the prior year quarter. That reflected the differential and year-over-year timing of sales and collections in the recorded music business, as well as higher cash used for investments. It was partially offset by lower capital expenditure. Free cash flow is calculated by taking cash used by operating activities of $11 million, less capital expenditures of $12 million and cash used for investments of $13 million. Turning to taxes. We had a tax expense of $15 million and net cash taxes of $7 million and a pretax loss of $31 million. In the prior year quarter we had a tax expense of $9 million and net cash taxes of $5 million on a pretax loss of $46 million. The higher tax expense this quarter relates to increases in tax reserves and foreign earnings subject to tax in certain jurisdictions. Overall, we were pleased with the way the business operated this quarter. We are confident that our combination of carefully crafted artist development, cost management and business transmission initiatives position us well for the future. With that, operator, please open the line for questions.

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

Hi, everyone. Thanks for taking the question and for the update. So pro forma the big recap that was completed in July, could you just give us the layers on the debt, the secured debt, the op-co debt, and the hold-co debt?

Sure. Good morning, Bishop, this is Steve. So what we did on the refinancing, we added another $150 million mirror notes to senior secured.

Right.

The hold-co note went from roughly $250 million to $150 million.

Right.

And then delta was the senior unsecured notes that we raised.

Okay. So, just going through the numbers. Total secured debt now is pro forma, is what?

$1.69 billion.

Okay. And total op-co debt is –

It’s the old notes of $1.69 billion, we raised another $157 million of senior secureds to 9.5%.

Right.

Raised $747 million of senior unsecured notes.

Right.

And we raised $150 million of hold-co notes.

Okay. All right. I’m in the ballpark. I just wanted to…

You would be able to see that in our 10-Q we filed this morning. All that detail’s in there.

Okay. Great. Then I will not waste time and I will pass it along for the rest of the tone. Thank you.

You’re welcome.

The next question is from Aaron Watts from Deutsche Bank.

Hey guys, thanks. Thanks. New era for the company here. I had figured I would take a crack at this. Can you give us any thoughts on the release slate for you guys for the rest of the year?

So, it’s Edgar, Aaron we don’t divulge our release slate by quarter or by year. But we do occasionally mention releases that are coming in the quarter when we have already released a single and therefore you know the album is coming. So we have got Red Hot Chili Peppers being released this quarter, we have got Jason Derulo being released this quarter and obviously a number of artists in local markets around the world. But generally speaking, we feel we have got a good release schedule for this year and obviously into 2012. But there are variations quarter to quarter in our business and we try not to flag releases because, quite honestly, it puts a lot of pressure on our artists when we do that, and we think is counterproductive ultimately to both the artist on the one hand and the market itself. So as I said we don’t really flag releases except when we know they are coming and a single is already in the market.

Okay. And then on the publishing side of the house. Clearly, good traction in most areas there except mechanical. How should we think about the mechanical declines going forward relative to the physical declines in the business? I think, if I remember right, the mechanical revenues kind of lagged behind the declines in physical for a long time. It seems to have finally caught up. I guess just more, when do you think that turns a corner relative to the physical sales decline? And how do we think about the degree of declines in the mechanical part of the publishing business?

Hi, so this is Steve here. First off, let me just tell you about the Q3 decline in mechanical revenue. In the prior year we had a $10 million benefit moving from a cash basis to an accrual basis accounting for a particular U.S. collection society. So that year-over-year decline in the mechanical revenue, the lion’s share of that relates to – just the change in the accounting this year, this quarter versus the prior quarter. In general, absent that unusual item, the mechanical revenue will track the overall declines in the physical recording music market. And you’re correct there is somewhat of a delay because the publishing businesses on a cash basis – you can think about of it somewhere around the 12 to 18 months timeframe between the physical declines on the recorded music side verses those in mechanical side.

Okay. That's helpful. And last one from me. A lot of good buzz around Spotify, and I was curious if you've got any early sort of thoughts on how successful that launch has been. And maybe also in your mind, how much of the subscriber base there ultimately will have to be a premium or a paying subscriber base for it to be a valuable distribution platform or revenue generator and cash flow generator for you? Thank you.

So, this is Edgar, we’re only a couple of weeks into the Spotify launch. And I think, frankly, we should leave it to Spotify to release the numbers rather than us doing that for them. But I will say that early traction has been very encouraging and we’re very pleased with the progress so far. And I would further tell you to the last part of your question, without giving you a specific percentage number, the kinds of levels that Spotify is currently achieving in Europe with regard to moving free users to premium paid consumer is also extremely encouraging. And if that keeps up I think they will be a very profitable business themselves and obviously will generate significant profit to Warner and to the larger music industry.

Okay. Great, thank you.

Thank you.

The next question is from Andrew Finkelstein from Barclays.

Hey guys, good morning. Just wanted to ask about the U.S. recorded business. It did look a little light. I was wondering if you could tell us how you guys think you did against the industry here in the quarter. And I think you guys have usually given us a market share update for Warner.

Yeah, so I think the answer is this quarter we didn’t fair that well from the market share standpoint. You know as I said we have been able to increase share over the past six or seven years steadily and to a greater degree than any other major music company. We are going through a transition at Warner Bros Records, one of our two major labels. And we did have a slightly lighter release schedule in the quarter. So both of those things reflected a lower share for us this quarter then we are used to and we have every expectation we will be able to continue our long term share increase performance. But we were light in terms of our share this quarter in the U.S. for sure.

Okay. And then one more from me. Just on the investment side, I don't know if there was anything specific in that quarter, and maybe just looking ahead you can tell us generally where you think the investment line is going to be? How we should think about that over the next few quarters.

This is Steve, investments in the current quarter relate to – largely relate to the acquisition of music publishing rights. From a use of cash or investments in the near term we will continue to look at, as we have in the past, relatively small music publishing copyrights into our businesses. So we don’t expect to have anything significant from investment line standpoint.

Okay. Great thanks.

The next question is from Thomas Cubeta from UBS.

Hi. I had a quick question for you guys. First on product costs. I just wondered why those went up year-over-year. I would've thought with the digital transition they would have been flat or down. And then secondly, in regards to Spotify and iCloud, I'm sure you won't give specifics, but can you just give us a sense, are these fixed rate – are you receiving a flat rate every year plus incentives? Or is it all variable? And just give us an idea of how the economics work. Thank you.

So good morning, Thomas, this is Steve here. Your hypothesis is correct. In the transition from physical to digital, provides roughly a 20 point margin benefit on average. But in particular, in this particular quarter what flows through the product cost is our European concert promotion business. And so all the cost related to the promotion of that particular concert flows through product cost, so absent that you would see an improvement because of our revenue mix.

This is Edgar, Thomas, to the second part of your question. Again without begin specific, Spotify and iCloud operate somewhat differently but there are some similarities. We as an industry receive certain percentage of the revenues from Spotify as well as certain percentage based on a per stream rate in Spotify. And then that industry pool that’s created from Spotify is then apportioned on a share rate based on what’s being streamed on the Spotify service. So whatever the overall pool is in the music industry, Warner would receive its share based on the number of streams that went on the Spotify service that quarter. With Apple we have a strict confidentiality agreement, so we can’t get into the terms, but just to say, again we have a retail wholesale relationship with Apple, which is on iCloud, not a dissimilar relationship to the one that we have in the digital download marketplace.

And just on the Spotify, is there a minimum guarantee? Or is it all variable?

It is entirely variable and having said that, Spotify pays advances which we recoup against the revenue that is earned. But given the – we’re very pleased with the arc of Spotify’s growth.

Okay. Thank you.

The next question is from Bob Kricheff from Credit Suisse.

Hi, everybody. Quick question for you. You have had the multi-tiered pricing for a while out there on iTunes and elsewhere. Have you noticed any elasticity, any elasticity in being able to offer the different prices? And then the second question, I think if you touched on this earlier I apologize, was there any impact from Japan in the quarter on the international sales?

Just briefly, Japan was a slight positive in the quarter. This year again, I caution against anybody reading too much into one quarter in any particular market given the vagaries of the release schedules etcetera. But in this quarter Japan was a positive. In term of iTunes pricing, Bob, what we have noticed is that increase in pricing – increased pricing is not a barrier to consumer purchase. In fact quite the contrary. When we offer albums at the standard price, at a premium price and at a super premium price, what we see is that the vast majority of albums acquired at least in the first month are super premium level. That’s because generally fans of a particular artist want as much content from that artist as they can get. On the other side what we have seen is that where we have lowered price on songs to $0.69, has not driven any real increase in volume. And that’s pretty understandable because if you don’t particularly want a song there is really not a price at which you’re going to buy it. It’s not something that’s driven by value, it’s just driven by desire.

Okay. Good. Thanks for the color.

The next question is from Adam Spielman from PPM America.

Thank you. First, a very quick housekeeping question, and I haven't gone through the whole Q, so if this isn't there please reference it. What's the cash balance pro forma the new debt offering? And how much is held at the holding company?

So how much is held – what we do disclose in the Q you would be able to see what’s that holding in parent as of June 30 quarter close. From a pro forma standpoint we haven’t disclosed what those balances are but what I can tell you is we did use a certain amount of cash for the transaction. So as of June 30, the cash balance was 290, and a portion of that cash was used to fund part of the transaction and transaction fees.

Okay. And then just onto the business. Just trying to understand some of the trends in publishing, and maybe if you could just refresh me again. On the performance side, are we still lapping something that's driving changes? And is there still any – is there like a royalty change out there that we're waiting on?

This is the first quarter since the last four quarters that we no longer have the overhang in the prior year from the low margin administration deals that we chose not to renew. And so the performance, the underlying performance business has been strong but masked by our option not to renew that low margin business. So you can see in this particular quarter, performance revenue was up 7% year-over-year. There is a rate negotiation that’s currently taking place on the performance revenue side, but that's yet to be determined and settled.

Okay. And then just one final one here. In your recent bond offering you had a new kind of EBITDA definition, adding back all these charges. Do you have just a comparison on that basis? It looks like in the press release you’re still just kind of reporting the old OIBDA.

Yeah, in our press release we will continue to report our OIBDA we have tracked historically since we have gone public as well as the reconciliation from that OIBDA to the GAAP measures. We will not be reporting adjusted EBITDA per the indentures. However, the indentures are filed with the SEC and all the relevant details to calculate that adjusted EBITDA, you can find them online.

Okay. Thank you.

The last question comes from Ian Whittaker from Liberum.

Thanks very much. Just a few things. First of all, so that you mentioned that you had lost share in Q2 and obviously we can't just look at one quarter. When you look on the full-year basis, do you think that you'll be able to maintain your share in the U.S. market, recorded music market, or do you think, sort of as a whole you will lose share? And I'd be just quite interested to hear your thoughts on whether you think any of your competitors have a particularly strong schedule that you can see. The second question just has to do with markets generally. In the music industry, we've been through some false storms before where we think that maybe the declines are starting to hold. Are there any markets out there where you’re pretty confident that things have turned on a permanent basis, and that really, we have really seen the often go of those markets?

So I think, first of all we don’t predict market share and so I don’t really want to get into a forecasting – into forecasting our share other than to sort of fall back at what I said earlier which is we have been able to increase our share over the past six or seven years or seven plus years. We think we will be able to continue to do that, whether that happens in any given year, any given quarter, it is really a forecast that I think is not – is counterproductive for us to do. We are going through a transition at Warner Bros. Records. That has affected some of our share. But we have got a fantastic new management team out there and very confident about their ability to gain traction and keep us over time on the same kind of market share growth trajectory we’ve been on in the past. And I don’t comment on competitors release schedules, so I leave it to the competitors to do what they do, we’ll do what we do and we will fight for share in the marketplace but I try not to compare or comment. In terms of markets I think – first of all I have steadfastly refused, since we've been here to call the bottom because I'm just not a clairvoyant. But what I will say is that regardless of the positive physical trends in the U.S. in the first six months, if you look at our digital revenue which is essentially now half of our U.S. – half of our U.S. revenue. As that becomes even a larger part of our revenue, and digital is growing, it will be begin to outweigh declines of physical, obviously that will depend on the rate of growth of digital. The rate of decline of physical and the relative shares of our revenue base. But you can see the turn that was not necessarily at hand this quarter. You can see the turn in the U.S. coming as digital becomes a large extent of our revenue And while Europe's anywhere from 18 to 24 months behind that we think that trend is inexorable. I think the other thing I’d mention is all of that has happened pretty much up against one business model which is digital downloads. And pretty much one digital download provider overwhelming everyone else. And now what we are seeing is the expansion that we have been calling for and suggesting what happened but it’s taking much longer frankly than we had hoped. Many new digital business models, many new digital services which, as I mentioned, include both iCloud and other cloud based services and Spotify which in a sense is a cloud service as well. With the advent of the cloud, I think you are going to see significantly broader music service introduction, broader strategic distribution and therefore I hope a reacceleration of overall digital growth beyond the growth of the digital downloads which is what the industry has really been living on since their introduction in early 2004.

And just one quick follow-up. Do you have any data at all that you could share with us just on the general consumer and what their spending patterns are in terms of what they spend on music?

I don’t think we have – we don’t have specific data on what U.S. or other consumers around the world have spent in the past as a percentage of their consumer expenditures on music from one year to the next. But obviously music is not immune from a slowdown in the general world economy. And as economies fail to grow, or are in recession or are growing much more slowly than countries are used to, it will have an effect on all consumer expenditures including ultimately music. There’s been a – I think a myth perception that music is immune from recession and economic downturns. I think that was based on data when you tracked recessions in the 80s and 90s but those recessions really were during the CD boom. And I think the CD boom masked the effect that general economic conditions have on all industries including the music industry. It may not have the same – the effect to the same degree as it does on obviously on commodities and other, but it will have some effect. But we don’t have specific consumer information year to year on music as a percentage of their expenditure.

Thank you very much.

Thank you, Ian. Thank you everyone for joining us. We really appreciate your interest in the company. We will endeavor to be as open and transparent to you as we were when we were a publicly listed company. And look forward to not only talking to you next quarter but being available to you between now and then. Thanks again very much.

That concludes today's conference, you may disconnect at this time.