X0202 3 2005-02-28 0 0000943605 SOURCE INTERLINK COMPANIES INC SORC 0001320001 AEC ASSOCIATES, L.L.C. C/O THE YUCAIPA COMPANIES 9130 WEST SUNSET BOULEVARD LOS ANGELES CA 90069 0 0 1 0 0001309734 OA3, LLC C/O THE YUCAIPA COMPANIES 9130 WEST SUNSET BOULEVARD LOS ANGELES CA 90069 0 0 1 0 0001319999 YUCAIPA ONE-STOP PARTNERS, L.P. C/O THE YUCAIPA COMPANIES 9130 WEST SUNSET BOULEVARD LOS ANGELES CA 90069 0 0 1 0 0001320004 YUCAIPA AEC ASSOCIATES, LLC C/O THE YUCAIPA COMPANIES 9130 WEST SUNSET BOULEVARD LOS ANGELES CA 90069 0 0 1 0 0001015899 BURKLE RONALD W C/O THE YUCAIPA COMPANIES 9130 WEST SUNSET BOULEVARD LOS ANGELES CA 90069 0 0 1 0 Common Stock 17685568 D AEC Associates is receiving 17,685,568 shares of common stock of Source Interlink Companies, Inc. ("Source") in connection with the merger on February 28, 2005 of Alliance Entertainment Crop. with and into Alligator Acquisition, LLC, a wholly-owned subsidiary of Source. Yucaipa One-Stop Partners, L.P. owns a 70% interest in and is the managing member of AEC Associates, L.L.C. Yucaipa AEC Associates, LLC is the general partner of Yucaipa One-Stop Partners, L.P. OA3, LLC is the managing member of Yucaipa AEC Associates, LLC. Ronald W. Burkle is the managing member of OA3, LLC and holds a 99% direct ownership interest in OA3, LLC. The remaining 1% interest in OA3, LLC is owned by Greenacres, LLC, of which Mr. Burkle is also the managing member. Yucaipa One-Stop Partners, L.P., Yucaipa AEC Associates, LLC, OA3, LLC and Ronald W. Burkle are indirect beneficial owners of the reported securities. See Exhibit 99.1 2005-02-28