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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
AMENDMENT NO. 1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED JUNE 30, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER 1-2275
THE SEAGRAM COMPANY LTD.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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CANADA NONE
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(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
1430 PEEL STREET, MONTREAL, QUEBEC, CANADA H3A 1S9
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (514) 987-5200
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
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TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
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COMMON SHARES WITHOUT NOMINAL OR PAR VALUE NEW YORK STOCK EXCHANGE
LONDON STOCK EXCHANGE
TORONTO STOCK EXCHANGE
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SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
The aggregate market value of common shares held by non-affiliates of the
registrant as of October 23, 2000 (65.26% of the outstanding common shares) was
approximately $14.9 billion. At October 23, 2000, there were 444,306,776 common
shares outstanding.
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PART I
RECENT DEVELOPMENTS
On June 20, 2000, the Company, Vivendi S.A. ("Vivendi") and Canal Plus S.A.
("Canal+") announced that they had entered into a merger agreement and related
agreements providing for a strategic business combination among the three
companies. The combined entity will be named "Vivendi Universal". Under the
agreements, the Company's shareholders will receive a number of Vivendi
Universal American Depositary Shares (ADSs) based on an exchange ratio. Each
Vivendi Universal ADS will represent one Vivendi Universal ordinary share.
Canadian resident shareholders of the Company may elect to receive exchangeable
shares of a Canadian subsidiary of Vivendi Universal that will be exchangeable
at the option of the holder for Vivendi Universal ADSs and will be substantially
the economic equivalent of the Vivendi Universal ADSs. The exchange ratio is
equal to U.S. $77.35 divided by the U.S. dollar equivalent of the average of the
closing prices on the Paris Bourse of Vivendi's ordinary shares during a
measuring period prior to the closing of the transactions. However, the exchange
ratio will equal 0.8000 if that average is equal to or less than U.S. $96.6875
and 0.6221 if that average is equal to or exceeds U.S. $124.3369. The merger is
expected to close by the end of the calendar year and is subject to customary
closing conditions, including shareholder approval. There is no assurance that
such conditions will be satisfied.
As part of Vivendi Universal's overall strategy after completion of the
proposed merger transactions, Seagram has commenced a process intended to lead
to the sale of the Spirits and Wine business. No sale is expected to be
completed until after the completion of the merger transactions, and the sale
process is not expected to affect the timing of the merger transactions. There
can be no assurance that the Spirits and Wine business will be sold, nor can the
particular terms and conditions of any such sale be predicted.
ITEMS 1 AND 2. BUSINESS AND PROPERTIES
Seagram was organized under Canadian federal law on March 2, 1928, and
operates in four global business segments: music, filmed entertainment,
recreation and other and spirits and wine. The music business is conducted
through Universal Music Group, which is the largest recorded music company in
the world. Universal Music Group produces, markets and distributes recorded
music throughout the world in all major genres. Universal Music Group also
manufactures, sells and distributes video products in the United States and
internationally, and licenses music copyrights. The filmed entertainment and
recreation and other businesses are conducted through Universal Studios Group.
The filmed entertainment business produces and distributes motion picture,
television and home video products, operates and has ownership interests in a
number of international cable channels and engages in the licensing of
merchandising and film property rights. The recreation and other business
operates theme parks and retail stores and is also involved in the development
of entertainment software. At June 30, 2000, Matsushita Electric Industrial Co.,
Ltd. had an approximate 7.7% ownership interest in the entities that own
Universal's music, filmed entertainment and recreation and other businesses. The
spirits and wine business, directly and through affiliates and joint ventures,
produces, markets and distributes distilled spirits, wines, Ports and Sherries,
coolers, beers, other low-alcohol beverages and mixers. In addition to marketing
owned brands, the spirits and wine business also distributes distilled spirits,
wine, champagne and beer brands owned by others. For information as to revenues,
operating income and identifiable assets by business segment, see Note 10 of
Notes to Consolidated Financial Statements included in this Annual Report on
Form 10-K. We use the term "Seagram" or "we" to refer to The Seagram Company
Ltd. and its subsidiaries and affiliates unless otherwise specified. All dollar
amounts are stated in U.S. currency unless otherwise specified.
Our executive offices are located at 1430 Peel Street, Montreal, Quebec,
Canada H3A 1S9 and our registered office is located at 592 Colby Drive,
Waterloo, Ontario, Canada N2V 1A2.
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BUSINESS SEGMENTS
MUSIC
Universal Music Group, the largest recorded music company in the world, was
formed in December 1998 when we completed the acquisition of PolyGram N.V. and
combined the music businesses of Universal and PolyGram.
Universal Music Group develops, acquires, produces, markets and distributes
recorded music through a network of subsidiaries, joint ventures and licensees
in 63 countries around the world. We also produce, sell and distribute music
videos in the United States and internationally and publish music.
In fiscal 2000, Universal Music Group held the number one market position
in every major region of the world. We also had 65 albums that reached worldwide
sales in excess of one million units and 5 albums that sold over five million
units. We have the largest music catalogue in the world and hold the leading
position in the classical music market, accounting for approximately 40% of
worldwide classical music sales in fiscal 2000. Our labels include:
- popular labels such as A&M, Blue Thumb, Def Jam, Geffen, Interscope,
Island, MCA, MCA Nashville, Mercury, Mercury Nashville, Motown, Polydor
and Universal;
- leading classical labels Decca/London, Deutsche Grammophon and Philips;
and
- leading jazz labels Verve, GRP and Impulse! Records.
ARTISTS. The success of a music company depends to a significant degree on
its ability to sign and retain artists who will appeal to popular tastes over a
period of time. We believe that the scope and diversity of our popular music
labels, repertoire and catalogues allow us to respond to shifts in audience
tastes. The United States and the United Kingdom continue to be the source of
approximately 60% of international popular repertoire. From time to time certain
national acts, such as Andrea Bocelli from Italy, Aqua from Denmark and Bjork
from Iceland, appeal to a wider international market. Including the United
States and the United Kingdom, however, sales of locally-signed artists in their
home territories still represent 70% of worldwide recorded music sales. Our
leading local market position in almost every major region provides a critical
competitive advantage.
Artists who are currently under contract with Universal Music Group,
directly or through third parties, for one or more important territories
include, among others:
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Bryan Adams Sheryl Crow Sir Elton John Spitz
Aqua DMX Diana Krall Sting
Erykah Badu Dr. Dre ERA (Eric Levi) George Strait
Beck Eminem Limp Bizkit E O Tchan
The Bee Gees Melissa Etheridge LL Cool J Shania Twain
Bjork Kirk Franklin Reba McEntire Texas
Mary J. Blige Vince Gill Metallica McCoy Tyner
Blink 182 Charlie Haden Nine Inch Nails U2
Blues Traveler Johnny Hallyday 98 Degrees Caetano Veloso
Andrea Bocelli Herbie Hancock Florent Pagny Stevie Wonder
Bon Jovi Hanson Luciano Pavarotti Trisha Yearwood
Boyz II Men Joe Henderson Andre Rieu Rob Zombie
Boyzone Dru Hill The Brian Setzer Orchestra
The Cardigans Enrique Iglesias Sisqo
The Cranberries Jay-Z Wayne Shorter
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In addition to recently released recordings, we also market and sell
recordings from our catalogue of prior releases. Sales from this catalogue
account for a significant and stable part of our recorded music revenues
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each year. We own the largest catalogue of recorded music in the world, with
legendary performers from the United States, the United Kingdom and around the
world, such as:
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ABBA John Coltrane Billie Holliday Diana Ross and the Supremes
Louis Armstrong Ella Fitzgerald Buddy Holly Lord Andrew Lloyd Webber
Jimmy Buffett Marvin Gaye Bob Marley and the Wailers The Who
Patsy Cline Jimi Hendrix The Rolling Stones
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ARTIST CONTRACTS, PRODUCTION, MARKETING AND DISTRIBUTION. We seek to
contract with our popular artists on an exclusive basis for the marketing of
their recordings (both audio and audio-visual) in return for a percentage
royalty on the wholesale or retail selling price of the recording. We generally
seek to obtain rights on a worldwide basis, although certain of our artists have
licensed rights for certain countries or regions to other record companies.
While exclusive classical artist contracts are common, and can extend over a
long period, many artists and orchestral contracts are short in duration and
refer only to specific recordings. Established artists command higher advances
and royalty rates and it is not unusual for a recording company to renegotiate
contract terms with a successful artist.
A contract either provides for the artist to deliver completed recordings
to us or for Universal Music Group to undertake the recording with the artist.
For artists without a recording history, we are often involved in selecting
producers, recording studios, additional musicians, and songs to be recorded,
and we may supervise the output of recording sessions. For established artists,
we are usually less involved in the recording process.
Marketing involves advertising and otherwise gaining exposure for our
recordings and artists through magazines, radio, television, Internet, other
media and point-of-sale material. Public performances are also considered an
important element in the marketing process, and we provide financing for concert
tours by certain artists. Television marketing of both specially compiled
products and new albums is becoming increasingly important. Marketing is carried
out on a territory-by-territory basis, although global priorities and strategies
for certain artists are set centrally.
We employ sales representatives who obtain orders from wholesalers and
retailers. In all major territories except Japan and Brazil we have our own
distribution services for the storage and delivery of finished product to
wholesalers and retailers. In certain territories we have entered into
distribution joint ventures with other record companies.
We also sell music product directly to the consumer, principally through
two direct mail club organizations: Britannia Music in the United Kingdom and
D.I.A.L. in France.
E-COMMERCE AND ELECTRONIC DELIVERY. Universal Music Group is at the
forefront of the development of music distribution through e-commerce and
electronic delivery, which will permit consumers to sample music on the Web,
order it, have it delivered and pay for it electronically. Universal Music Group
has a long-term agreement with InterTrust Technologies Corporation to establish
standards for the secure and convenient electronic delivery of music directly to
the home, and we are actively participating in the Secure Digital Music
Initiative (SDMI), a program which was created jointly by an extensive group of
content, consumer electronics, hardware, software and internet companies to
develop and define worldwide standards for the protection of music and other
digitizeable intellectual property. Universal Music Group and BMG Entertainment
formed GetMusic, a joint venture designed to create online communities of music
fans, promote artists and sell CDs online through genre-based music channels. We
expect GetMusic will have access to a combined database of 50 million customers
worldwide, and will offer, among other features, exclusive artist information,
exclusive interviews and the ability to chat online with artists and their fans.
Universal Music Group has also entered into a joint agreement with AT&T, BMG
Entertainment and Matsushita Electric Industrial Co. to develop and test
technology for large-scale, secure music and media distribution.
MUSIC PUBLISHING. Music publishing involves the acquisition of rights to,
and licensing of, musical compositions (as compared to recordings). Our
publishing catalogue includes more than 600,000 titles that we own or control,
making Universal Music Group one of the world's largest music publishers. We
enter into
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agreements with composers and authors of musical compositions for the purpose of
licensing the compositions for use in sound recordings, films, videos and by way
of live performances and broadcasting. In addition, we license compositions for
use in printed sheet music and song folios. We also license and acquire
catalogues of musical compositions from third parties such as other music
publishers and composers and authors who have retained or re-acquired rights. In
August 2000, we purchased Rondor Music International, Inc., an independent music
publisher for approximately $350 million in stock.
MANUFACTURING AND OTHER FACILITIES. In connection with our music
entertainment activities, we own manufacturing facilities in the United States,
Germany and the United Kingdom and office buildings and warehouse facilities in
various countries. In addition to our wholly-owned facilities, we also own a
manufacturing facility in the United States through a joint venture. Where we do
not own property, we lease warehouses and office space.
COMPETITION. The music entertainment industry is highly competitive. The
profitability of a company's recorded music business depends on its ability to
attract and develop recording artists, the public acceptance of those artists
and the recordings released in a particular period. Universal Music Group
competes for creative talent both from new artists and those artists who have
already established themselves through another label. Following a pattern
established in the United States, European retailers have begun to consolidate,
with increasing quantities of product being sold through multinational retailers
and buying groups and other discount chains. This has increased competition for
shelf space among the recorded music companies. The recorded music business
continues to be adversely affected by counterfeiting, piracy and parallel
imports, primarily in Eastern Europe, Asia and Latin America, and may be
affected by the ability to download quality sound reproductions from the
Internet without authorization.
FILMED ENTERTAINMENT
Universal Studios' filmed entertainment business:
- produces and distributes films worldwide in the theatrical, home video
and television markets;
- produces and distributes episodic television and made-for-television
programming;
- operates and has ownership interests in a number of international
channels which reach approximately 22 million households, including:
- The Sci-Fi Channel U.K., reaching approximately 6 million subscribers
in the U.K. and South Africa;
- USA Network Latin America, which is distributed in 18 Latin American
countries and reaches approximately 10 million subscribers;
- 13th Street, The Action and Suspense Channel, launched in France,
Germany and Spain, reaching approximately 4 million subscribers and
featuring Universal television programming; and
- Studio Universal, a movie channel launched in Italy, Germany and
Spain, with approximately 2 million subscribers and featuring popular
Universal theatrical titles;
- engages in the licensing of merchandising rights and film property
publishing rights; and
- engages in certain other activities through its ownership of the joint
venture and equity interests described below.
PRODUCTION, MARKETING AND DISTRIBUTION. Universal Studios produces
feature-length films intended for initial theatrical exhibition and television
programming. Major motion pictures produced over the past several years include
The Lost World: Jurassic Park, Liar, Liar, The Mummy and Notting Hill, and more
recently, such box office hits as Erin Brockovich starring Julia Roberts, U-571
starring Matthew McConaughey, The Gladiator starring Russell Crowe, The Green
Mile starring Tom Hanks and American Pie. In addition, we produce animated and
live action children's and family programming for networks, basic cable and
local television stations as well as home video.
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The arrangements under which we produce, distribute and own theatrical
films vary widely. Other parties may participate in varying degrees in revenues
or other contractually defined amounts. We control worldwide distribution of our
theatrical product, except where we act as a subdistributor in specified
territories or contract for specified territories or for specifically defined
distribution rights.
Generally, we distribute theatrical films in the theatrical, home video and
pay television markets. Subsequently, we make theatrical films available for
broadcast on network and basic cable distribution throughout the world. The
theatrical license agreements with theater operators are on an individual
picture basis, and fees under these agreements are generally a percentage of the
theater's receipts with, in some instances, a minimum guaranteed amount.
The production/distribution cycle represents the period of time from
acquisition of a property through distribution. The length of the cycle varies
depending upon such factors as type of product and release pattern. Production
generally includes four steps: acquisition of story rights, pre-production,
principal photography and post-production. Production activities for theatrical
films are generally based at Universal City, California. These production
facilities are also leased to outside parties. Some motion picture films and
television products are produced, in whole or in part, at other locations both
inside and outside of the United States.
We distribute our theatrical product in the United States and Canada to
motion picture theaters. Theatrical distribution throughout the rest of the
world is primarily conducted by United International Pictures, which is equally
owned by Universal Studios, Metro-Goldwyn-Mayer Inc. and Paramount Pictures
Corporation. Television distribution of our 24,000 episode library in the United
States is handled by USANi LLC, a subsidiary of USA Networks, Inc. ("USA
Networks"), and throughout the rest of the world primarily by Universal Studios.
Universal Studios distributes television product produced by USANi LLC in
international markets. Videocassettes and DVDs are distributed in the United
States and Canada by wholly owned subsidiaries of Universal Studios. Outside of
the United States and Canada, videocassettes are primarily distributed by
Universal Pictures International, a wholly owned subsidiary of Universal
Studios, while DVDs are primarily distributed by Columbia/Tri-Star Home Video
under a short term sub-distribution arrangement that ends in 2002. Some DVD
rights revert to Universal before then.
The rights to use the characters, titles and other material and rights from
television and theatrical films and other sources are licensed to manufacturers,
retailers and others by Universal Studios.
USA NETWORKS, OTHER EQUITY INTERESTS AND CERTAIN JOINT VENTURES. Universal
Studios holds an effective 43% equity interest in USA Networks through its
ownership of common stock and Class B common stock of USA Networks and shares of
USANi LLC, which Universal can exchange for common stock and Class B common
stock of USA Networks. USA Networks primarily engages in electronic and online
retailing, network and first-run syndication television production, domestic
distribution of its and Universal Studios' television productions and the
operation of the USA Network and Sci-Fi Channel Cable Networks.
Universal Studios also has an approximate 26% interest in Loews Cineplex
Entertainment Corporation, which exhibits theatrical films principally in the
United States and Canada, and a 49% interest in United Cinemas International
Multiplex B.V. and Cinema International Corporation, which operate motion
picture theaters outside of the United States and Canada.
In addition to the wholly owned channels discussed above, Universal Studios
has equity interests in a number of international joint venture channels,
including:
- USA Network Brazil, a joint venture with Globosat in Brazil. This basic
service channel reaches approximately 2 million subscribers and features
primarily the same programming as USA Network Latin America;
- HBO Asia, a pan-regional joint venture in Asia with Time Warner, Sony and
Paramount. The channels included under this joint venture reach
approximately 6 million subscribers and feature the current theatrical
releases from the joint venture partners;
- Latin America Pay TV, a pan-regional joint venture in Latin America with
Paramount, Fox, MGM and Sacsa (an Argentinean holding company). The
channels included under this joint venture reach
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approximately 10 million subscribers and feature current theatrical
releases of the joint venture partners; and
- Premiere Movies Partnership, an Australian joint venture with Fox, Sony,
Paramount and TCI.
COMPETITION. Our filmed entertainment business competes with all other
forms of entertainment. We compete with other major film studios and independent
producers for creative talent and story products, which are essential
ingredients of our filmed entertainment products. The profitability of our
filmed entertainment business is dependent upon public taste, which is volatile
and shifts in demand and is affected by economic conditions and technological
developments.
RECREATION AND OTHER
Universal owns and operates Universal City Hollywood, the world's largest
movie studio and theme park, located in Universal City, California. Adjacent to
Universal City Hollywood is CityWalk, an integrated retail/entertainment complex
that offers shopping, dining, cinemas and entertainment. In April 2000, the
expansion of CityWalk was completed, doubling its size with the addition of over
30 new venues, including a 3-D Imax movie screen, a multi-media bowling alley
and a NASCAR virtual racing experience.
Universal has a 50% interest in Universal City Development Partners, a
joint venture in Orlando, Florida, which resulted from the January 2000 merger
of Universal City Florida Partners and Universal City Development Partners. The
joint venture owns Universal Studios, a theme park based on Universal Studios'
filmed entertainment business, Islands of Adventure, a second theme park with
five unique islands, and CityWalk, a complex that offers shopping, dining,
cinemas and entertainment. Universal City Development Partners also has a 50%
interest in a joint venture, which is currently developing three hotels adjacent
to the Orlando theme parks. The first hotel, the Portofino Bay Hotel, a Loews
hotel, opened in September 1999. The second hotel, the Hard Rock Hotel, also a
Loews hotel, is expected to open in Winter 2000, and the third hotel is in the
final design phase. The two theme parks, CityWalk and hotels together comprise
Universal Orlando, the newest Orlando multi-day entertainment resort. Universal
Orlando is developed on approximately 825 acres. Universal also owns Wet n'
Wild, a water park which is adjacent to Universal Orlando.
Since October 1998, construction has been underway for Universal Studios
Japan in Osaka. Universal Studios Japan is owned by USJ Co., in which Universal
own a 24% interest, and will be located on 133 acres of land leased by certain
USJ Co. shareholders. Opening is scheduled for Spring 2001.
Universal also owns a 37% interest in, and manages, Universal Studios Port
Aventura, a theme park located on the Mediterranean coast of Spain near
Barcelona.
In October 1998, Universal opened Universal Studios Experience Beijing, a
permanent exhibit featuring Universal Studios branded properties.
Universal owns approximately 27% of SEGA GameWorks L.L.C., which designs,
develops and operates location-based entertainment centers. SEGA GameWorks
currently owns and operates twelve such centers throughout the United States.
Universal Studios New Media, Inc. develops entertainment software including
the Crash Bandicoot and Spyro game series, is responsible for the development
and maintenance of Universal's websites and manages our approximate 16% interest
in Interplay Entertainment Corp., an entertainment software developer.
Universal owns, develops and manages commercial buildings with
approximately 2.4 million rentable square feet of office space in Universal
City, including Universal Studios CityWalk and the 10 Universal City Plaza
office building, which are occupied by Universal Studios or leased to outside
tenants, and Universal owns the Sheraton-Universal Hotel. Universal also owns a
100,000 square foot office building adjacent to the Universal City property.
In addition, Universal is involved in other businesses including the
operation of retail gift stores and the development of entertainment software.
They own Spencer Gifts, Inc. which operates approximately 630 retail gift stores
throughout North America through three groups of stores: Spencer, DAPY and Glow
gift shops.
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Spencer, DAPY and Glow sell novelties, electronics, accessories, books and trend
driven products. In connection with the activities of Spencer Gifts, Inc.,
Universal owns a building in New Jersey and leases approximately 570 stores in
various cities in the United States and a warehouse in North Carolina.
COMPETITION. Our theme parks compete with other theme parks in their
respective geographic regions and other leisure-time activities. The
profitability of the leisure-time industry is influenced by various factors that
are outside of our control such as economic conditions, amount of available
leisure time, transportation prices and weather patterns.
The Spencer, DAPY and Glow stores compete with numerous retail firms of
various sizes throughout the United States, including department and specialty
niche-oriented gift stores.
SPIRITS AND WINE
Our spirits and wine business produces, markets and/or distributes more
than 225 brands of distilled spirits, more than 180 brands of wines, Ports and
Sherries, and more than 40 brands of coolers, beers and other low-alcohol adult
beverages and mixers. Our products are sold in over 190 countries and
territories.
The spirits and wine business is comprised of three operating units: The
Seagram Spirits And Wine Group (SSWG), Seagram Chateau & Estate Wines Company
(C&E) and The Seagram Beverage Company (SBC). SSWG produces and markets many of
the world's best-known spirits brands, including:
- Crown Royal and Seagram's V.O. Canadian Whiskies
- Seagram's 7 Crown American Blended Whiskey
- Four Roses Bourbon
- Chivas Regal, Royal Salute, Windsor Premier and Passport Scotch Whiskies
- The Glenlivet and Glen Grant Single Malt Scotch Whiskies
- Martell Cognacs
- Seagram's Extra Dry Gin
- Captain Morgan, Montilla, Cacique and Myers's Rums
- Don Julio and Margaritaville Tequila
- Mumm Sekt
- Sandeman Ports and Sherries
SSWG also distributes ABSOLUT VODKA, owned by V&S Vin & Sprit Aktiebolag,
in the United States and most major international markets, as well as Mumm and
Perrier-Jouet Champagnes, owned by Hicks, Muse, Tate and Furst Incorporated and
other investors, in most international markets.
C&E produces and markets the wines of Sterling Vineyards, Tessara and The
Monterey Vineyard and the sparkling wines of Mumm Curvee Napa, under license
from G.H. Mumm. The group is the exclusive importer in the United States of Mumm
and Perrier-Jouet Champagnes, Barton & Guestier wines, Brancott Vineyards wines
from New Zealand and Sandeman Ports and Sherries, and is also the largest
importer of classified Bordeaux in the United States. C&E's agency portfolio is
completed by distribution rights for Dominus and Napanook from the Napa Valley,
a collection of Burgundy estate-bottled wines, F.E. Trimbach wines from Alsace,
Catello d' Albola in Chianti and several other European wines.
SBC is responsible for the development, production and/or marketing of our
premium lower- and non-alcohol beverages. The principal brands include Seagram's
Coolers, Rick's Spiked Lemonade and Seagram's Mixers. SBC is also the exclusive
importer in the United States for Grolsch (a Dutch beer, owned by Royal Grolsch
N.V.) and Steinlager (a New Zealand beer, owned by Lion Nathan Limited).
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Our spirits and wine business operates distilleries and bottling facilities
in 18 countries in North America, Latin America, Europe and Asia. Our spirits
aggregate daily distillation capacity approximates 253,000 U.S. proof gallons
and aggregate daily bottling capacity approximates 275,000 standard cases. We
maintain large inventories of aging spirits in warehousing facilities located
primarily in Canada, France, the United Kingdom and the United States. Such
inventories aggregated approximately 500 million U.S. proof gallons at June 30,
2000. Additionally, our bulk wine inventory aggregated approximately 28 million
wine gallons at June 30, 2000.
We purchase commodity raw materials, such as molasses and base wine for
German sparkling wines on the open market at prices determined by market
conditions. Grains (corn, rye and malt) are sourced from a variety of channels,
including annual contracts with a number of third-party providers. We also
participate in the bulk supply market as a buyer and seller of malt and grain
spirits. Our wines and cognacs are produced primarily from grapes grown by
others. Cognac grapes are purchased based on a multi-year contract with
flexibility for wines and new distillates. Grapes are, from time to time,
adversely affected by weather and other forces, which occasionally limit
production. Rolling contracts to secure a continued supply of oak casks also
exist. We acquire substantially all of our American white oak barrels (used for
the storage of whisky during the aging period) from one supplier in the United
States. Key packaging components such as glassware are purchased based on
long-term agreements with strategic suppliers. Other packaging components are
generally based on annual contracts with key suppliers. Fluctuations in the
prices of these commodities have not had a material effect upon operating
results. We believe that our relationships with our various suppliers are good.
MARKETING AND DISTRIBUTION. Spirits and wine has developed sales and
distribution networks appropriate for each of its markets, including affiliate
and joint venture distribution operations in 38 countries and territories and
third-party distribution arrangements in other key markets.
In the United States, we generally sell spirits, wines, coolers, beers and
other low-alcohol beverages to two categories of customers. In 32 states and the
District of Columbia, sales are made to approximately 335 wholesale distributors
who also purchase and market other brands of distilled spirits, wines, coolers,
beers and other low-alcohol beverages. In 18 "control" states (where the state
government engages in distribution), sales are made to state and local liquor
boards and commissions; in certain of these states, sales of wines, coolers,
beers and other low-alcohol beverages are also made to approximately 275
wholesale distributors.
In Canada, sales are made exclusively to ten provincial and three
territorial government liquor boards and commissions.
In addition to the United States and Canada, our affiliates and joint
ventures are located in: Argentina, Belgium, Brazil, Chile, the People's
Republic of China, Colombia, Costa Rica, the Czech Republic, the Dominican
Republic, France, Germany, Greece, Hong Kong, Hungary, India, Israel, Italy,
Jamaica, Japan, Mexico, the Netherlands, Poland, Portugal, Romania, Singapore,
the Slovak Republic, South Africa, South Korea, Spain, Switzerland, Thailand,
Turkey, the Ukraine, the United Kingdom, Uruguay and Venezuela.
A significant portion of spirits and wine revenues come from sales outside
of North America. In addition to economic and currency risks, our foreign
operations involve risks including governmental regulation, embargoes,
expropriation, export controls, burdensome taxes, government price restraints
and exchange controls.
COMPETITION. The spirits and wine industry is highly competitive. Due to
ongoing formation of multinational retailers and buying groups in Europe, all
marketers in the industry have confronted severe pricing pressure across Europe.
This has been heightened as a result of Wal-Mart's recent acquisitions in
Germany and the United Kingdom. Euro-based multinational retailers and buying
groups have also expanded into certain markets in Asia and Latin America.
Additionally, the expansion of non-traditional distribution channels, e.g.
eBusiness, has added a new dimension to the global marketplace. Diageo PLC,
which resulted from the merger of two of the largest spirits and wine companies,
Grand Metropolitan PLC and Guinness PLC, continues to be the largest global
player. However, the spirits and wine industry has continued to evolve through
mergers and the formation of alliances, e.g. Maxxium, and with the reemergence
of strong local and regional brand owners.
8
<PAGE> 10
We continue to address these competitive challenges by investing in brand
equity building behind our core brands in key established and development
markets. We use magazine, newspaper and outdoor advertising, as well as
interactive marketing, to maintain and improve our brands' market position. We
also utilize radio and television advertising, although the use of such
advertising in connection with the sale of beverage alcohol is restricted by law
or commercial practice in certain countries, including the United States.
REGULATION AND TAXES. Our beverage alcohol business is subject to strict
governmental regulation covering virtually every aspect of operations, including
production, marketing, pricing, labeling, packaging and advertising. In the
United States, we must file or publish prices for our beverage alcohol products
in some states as much as three months before they go into effect.
In the United States, Canada and many other countries, beverage alcohol
products are subject to substantial excise taxes or custom duties and additional
taxation by governmental subdivisions.
INTEREST IN DUPONT
At June 30, 2000, we owned approximately 16.4 million shares of common
stock of E.I. du Pont de Nemours and Company which had a market value of
approximately $719 million as of such date.
EMPLOYEES
As of June 30, 2000, we employed approximately 34,000 people. The number of
employees is subject to seasonal fluctuations.
ITEM 3. LEGAL PROCEEDINGS
On May 30, 1995, a purported retailer class action was filed in the United
States District Court for the Central District of California, entitled Digital
Distribution Inc. d/b/a Compact Disc Warehouse v. CEMA Distribution, Sony Music
Entertainment, Inc., Warner Elektra Atlantic Corporation, Universal Music &
Video Distribution, Inc. (formerly known as UNI Distribution Corp.), Bertelsmann
Music Group, Inc. and PolyGram Group Distribution, Inc., No. 95-3596 JSL. The
plaintiffs brought the action on behalf of direct purchasers of compact discs
alleging that defendants, including Universal Music & Video Distribution, Inc.
(formerly known as UNI Distribution Corp.), and PolyGram Group Distribution,
Inc., violated the federal and/or state antitrust laws and unfair competition
laws by engaging in a conspiracy to fix prices of compact discs, and seek an
injunction and treble damages. The defendants' motion to dismiss the amended
complaint was granted and the action was dismissed, with prejudice, on January
9, 1996. Plaintiffs filed a notice of appeal on February 12, 1996. By an order
filed July 3, 1997, the Ninth Circuit reversed the District Court and remanded
the action. Upon reinstatement of this litigation by the Ninth Circuit, a number
of related actions were filed, which all arise out of the same claims and
subject matter. These related actions are captioned: Chandu Dani d/b/a Compact
Disc Warehouse and Record Revolution, et al., v. EMI Music Distribution
(formerly known as CEMA Distribution), Sony Music Entertainment, Inc.; Warner
Elektra Atlantic Corporation, Universal Music & Video Distribution, Inc.
(formerly known as UNI Distribution Corp.), Bertelsmann Music Group, Inc., and
PolyGram Group Distribution, Inc., No. CV 97-7226 (JSL), filed on September 30,
1997 in the U.S. District Court for the Central District of California; Third
Street Jazz and Rock Holding Corporation, et al., v. EMI Music Distribution
(formerly known as CEMA Distribution), Sony Music Entertainment, Inc., Warner
Elektra Atlantic Corporation, Universal Music & Video Distribution, Inc.
(formerly known as UNI Distribution Corp.), Bertelsmann Music Group, Inc., and
PolyGram Group Distribution, Inc., No. CV 97-8864 JSL (VAPx), filed on October
21, 1997 in the U.S. District Court for the Central District of California; T.
Obie, Inc. d/b/a Chestnut Hill Compact Disc v. EMI Music Distribution (formerly
known as CEMA Distribution), Sony Music Entertainment, Inc., Warner Elektra
Atlantic Corporation, Universal Music & Video Distribution, Inc. (formerly known
as UNI Distribution Corp.), Bertelsmann Music Group, Inc., and PolyGram Group
Distribution, Inc., No. 97 Civ. 7764 LMM, filed on October 21, 1997 in the U.S.
District Court for the Southern District of New York; Nathan Muchnick, Inc., et
al., v. Sony Music Entertainment, Inc., PolyGram Group Distribution, Inc.,
Bertelsmann Music Group, Inc.,
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<PAGE> 11
Universal Music & Video Distribution, Inc. (formerly known as UNI Distribution
Corp.), Warner Elektra Atlantic Corporation, and EMI Music Distribution,
Inc./Capitol Records, Inc., No. 98 Civ. 0612, filed on January 28, 1998 in the
U.S. District Court for the Southern District of New York. The Digital
Distribution, Chandu Dani, and Third Street Jazz matters have been set for trial
on February 15, 2000. On February 17, 1998, a purported consumer class action
was filed in the Circuit Court for Cocke County, Tennessee, Civil Action No.,
24,885 II, entitled Doris D. Ottinger, et al., v. EMI Music Distribution, Inc.,
Sony Music Entertainment, Inc., Warner Elektra Atlantic Corp., Universal Music &
Video Distribution, Inc. (formerly known as UNI Distribution Corp.), Bertelsmann
Music Group, Inc., and PolyGram Group Distribution, Inc. A motion to dismiss was
filed on May 11, 1998, and is pending. The trial date of February 15, 2000 was
vacated and no new trial date has been set.
On or about July 25, 1996, Universal Music & Video Distribution, Inc. and
PolyGram Group Distribution, Inc. were served with an antitrust civil
investigation demand from the Office of the Attorney General of the State of
Florida that calls for the production of documents in connection with an
investigation to determine whether there "is, has been or may be" a "conspiracy
to fix the prices" of compact discs or conduct consisting of "unfair methods of
competition" or "unfair trade practices" in the sale and marketing of compact
discs. No allegations of unlawful conduct have been made against Universal
Musical & Video Distribution, Inc. or PolyGram Group Distribution, Inc.
By letter dated April 11, 1997, the Federal Trade Commission ("FTC")
advised Universal Music and Video Distribution Corp. (formerly Universal Music &
Video Distribution, Inc.) ("UMVD") and PolyGram Group Distribution, Inc.
("PGDI") that it is conducting a preliminary investigation to determine whether
minimum advertised pricing ("MAP") policy used by major record distributors
constitute an unfair method of competition in violation of Section 5 of the
Federal Trade Commission Act. UMVD and PGDI received a subpoena dated September
19, 1997 for the production of documents. No allegations of unlawful conduct
have been made against UMVD or PGDI. On May 1, 2000 UMVD (PGDI has merged into
UMVD) and UMG Recordings, Inc. ("UMGR") (which owns substantially all of the
Company's record labels) signed a Consent Agreement with the staff of the FTC.
The Company anticipates that the Consent Agreement will resolve the FTC's
investigation of the MAP policy. Among other things, UMVD and UMGR have agreed
that (i) for seven years they shall not make the receipt of any cooperative
advertising funds for their prerecorded music product contingent upon the price
or price level at which such product is advertised or promoted, (ii) for twenty
years they shall not make the receipt of any cooperative advertising funds for
their prerecorded music product contingent upon the price or price level at
which such product is advertised or promoted where the dealer does not seek any
contribution from UMVD or UMGR for the cost of the advertisement or promotion,
and (iii) for five years they shall not announce resale or minimum advertised
prices of their prerecorded music product and unilaterally terminate those who
fail to comply because of such failure.
On August 30, 1999, the Australian Competition and Consumer Commission
("ACCC") commenced proceedings against Universal Music Australia Pty Limited
(formerly PolyGram Pty Limited) and three former employees of PolyGram, alleging
violations of the Australian Trade Practices Act, the statute which governs
competition law in Australia. The ACCC alleges that Universal has taken certain
unlawful steps to restrict parallel imports into Australia to reduce price
competition in the sale of sound recordings. Separate proceedings making similar
allegations have also been commenced against certain other record companies in
Australia and their current or former employees, and against two industry trade
associations in Australia. The ACCC seeks injunctive relief to eliminate any
unlawful restrictions on parallel imports into Australia and the imposition of
fines against Universal and the three individuals who were employees of
PolyGram. Universal and the three individuals are vigorously defending these
proceedings. Universal has received Answers to its Request for Particulars from
the ACCC along with an amended Statement of Claim. Universal and the three
individuals continue to vigorously defend these proceedings.
On February 4, 1999, the Antitrust Division issued a civil investigative
demand to Universal as well as to a number of other motion picture film
distributors and exhibitors as part of a civil investigation into compliance
with the consent decrees entered in U.S. v. Paramount Pictures, et al. and
various other practices in the motion picture distribution and exhibition
industry. The civil investigative demands require the distributors and
exhibitors to provide documents and other information to the Antitrust Division.
The scope of
10
<PAGE> 12
the investigation and the extent, if any, to which it may relate to Universal is
not known at this time. Universal has responded to the government's demand.
On December 15, 1999, an action was filed in the Superior Court for the
County of Los Angeles entitled KirchMedia GmbH & Co. KGaA v. Universal Studios,
Inc. and Universal Studios International B.V., case no. BC 221645. The plaintiff
is a German company that entered into several agreements with Universal in 1996
involving the licensing of film and television programming. The contracts also
required the plaintiff to allocate to Universal two channels on its German pay
television service. Plaintiff alleges that it is entitled to terminate its
agreements with Universal on the ground that certain decisions by European
regulatory authorities have materially impaired its business and constitute
events of "force majeure." Plaintiff also alleges that Universal has breached
its obligations under the parties' licensing agreements by allegedly failing to
provide plaintiff with the quality and/or quantity of film and television
programming anticipated by plaintiff. Plaintiff asserts claims for declaratory
relief, breach of contract, breach of the implied covenant of good faith and
fair dealing, and breach of fiduciary duty. Plaintiff seeks an order requiring
the return of all monies paid by plaintiff under the parties' agreements, as
well as purported damages in excess of $500,000,000. Plaintiff also seeks
punitive damages on its breach of fiduciary duty claim. Universal has denied the
allegations of the complaint and intends vigorously to defend this action. On
February 3, 2000, Universal filed a cross-complaint in this action alleging that
KirchMedia had breached certain of its obligations under the parties' Channel
Carriage Agreement and that certain entities related to KirchMedia were
obligated to indemnify Universal for all damages sustained as a result of
KirchMedia's breach of that agreement. On August 11, 2000, the Court granted
Universal's motion for judgment on the pleadings on the ground that plaintiff's
complaint did not state facts sufficient to constitute a claim. The Court
granted the plaintiff leave to file an amended complaint that identified
specific films that Universal supposedly should have licensed to plaintiff under
the parties' agreements. The Court ruled that its grant of leave to amend did
not extend to plaintiff's other purported claims. Kirch has filed a motion for
leave to file an amended complaint seeking to reallege certain claims dismissed
by the Court. An amended complaint has not yet been filed. No trial date has
been set.
In May, June, and July of 2000, ninety-four purported consumer class action
law suits were filed in various state and federal courts across the country
against Universal Music & Video Distribution Corp., UMG Recordings, Inc. and
PolyGram Group Distribution, Inc. as well as Sony Music Entertainment Inc., Time
Warner Inc., Bertelsmann Music Group, and Capitol Records Inc. (along with
companies affiliated with these defendants). Certain recorded music retailers
are also named as defendants in some of these actions. Plaintiffs in each of
these actions allege that the defendants violated the federal and/or state
antitrust laws and unfair competition laws by conspiring to fix the wholesale
and/or retail prices of compact discs. Plaintiffs in each of these actions
further allege that the purported conspiracy was related in some fashion to the
minimum advertised price ("MAP") policies adopted by each of the record
distributor defendants, including Universal Music & Video Distribution Corp. and
PolyGram Group Distribution, Inc. Plaintiffs in these cases seek treble damages
and/or restitution as well as attorney's fees and costs. With respect to the
federal cases, there is currently pending before the Judicial Panel for
Multi-District Litigation a motion to consolidate and transfer. The Judicial
Panel heard the motion on September 22, 2000 and subsequently ruled that the
federal cases should be consolidated in Portland, Maine. With respect to the
eighteen state cases pending in California, on September 11, 2000, the Court
ordered that these cases be coordinated for pretrial proceedings. With respect
to the five state cases pending in Florida, on August 31, 2000, the Circuit
Court of the 11th Judicial Circuit dismissed them with leave to amend for
failure to state a claim upon which relief may be granted.
In addition to the consumer actions, on August 8, 2000, the Attorneys
General for 28 states and 2 territories filed a parens patriae action in the
federal district court in the Southern District of New York entitled State of
Florida, et al. v. BMG Music, Bertelsmann Music Group Inc., Capitol Records,
Inc. dba EMI Music Distribution, Virgin Records America, Inc., Priority Records,
LLC, MTS Inc. dba Tower Records, Musicland Stores Corporation, Sony Music
Entertainment Inc., Trans World Entertainment Corporation, Universal Music &
Video Distribution Corp., UMG Recordings, Inc., Warner-Elektra-Atlantic
Corporation, Warner Music Group, Inc., Warner Bros. Records, Inc., Atlantic
Recording Corporation, Elektra Entertainment Group, Inc. and Rhino Entertainment
Company. The Attorneys General brought this suit on behalf of consumers in their
respective states or territories, and they allege that the defendants violated
11
<PAGE> 13
the federal and state antitrust laws and unfair competition laws by conspiring
to fix the retail prices of compact discs. The Attorneys General seek treble
damages, civil penalties, attorney's fees, and costs.
Cleveland, et al. v. Viacom, et al., Civil Action No. SA-99-CA-0783-EP, in
the United States District Court for the Western District of Texas, San Antonio
Division. In July 1999, a small video retailer located in San Antonio, Texas
filed a lawsuit in the federal district court in San Antonio alleging that the
home video divisions of the major movie studios, including Universal Studios
Home Video, Inc., had conspired with one another and with Blockbuster Inc., a
video rental retailer, and with Viacom, Inc., in violation of the federal
antitrust laws. The action was filed on behalf of a proposed class of all
"independent" video retailers that compete with Blockbuster.
Since its original filing, the complaint has gone through several
substantive changes, including the substitution of new proposed class
representatives, and the addition of claims arising under California law. The
core allegation, however, has remained the same: plaintiffs allege that the
studios have entered direct revenue sharing agreements with Blockbuster that
include terms that are unavailable to independent video retailers, and that give
Blockbuster an unfair competitive advantage. Plaintiffs seek monetary and
injunctive relief.
Plaintiffs have filed a motion asking that the court certify the proposed
class. Universal and the other defendants have opposed the motion, arguing that
the case is not amenable to class treatment. All briefing regarding class
certification has been filed.
Seagram and its subsidiaries and affiliates are defendants or respondents
in a number of other actions arising in the ordinary course of business.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS
The Company's common shares are listed on the New York, Toronto and London
Stock Exchanges. The following sets forth the high and low closing prices for
the fiscal periods indicated:
<TABLE>
<CAPTION>
FISCAL YEARS ENDED JUNE 30,
---------------------------------------------------------------------------
2000 1999 1998
----------------------- ----------------------- -----------------------
HIGH LOW HIGH LOW HIGH LOW
---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
New York Stock Exchange
First Quarter......... U.S.$57.19 U.S.$43.00 U.S.$41.94 U.S.$28.69 U.S.$41.13 U.S.$33.94
Second Quarter........ 49.94 36.63 38.38 25.13 37.63 30.25
Third Quarter......... 65.19 43.06 51.25 37.81 39.75 31.44
Fourth Quarter........ 63.13 43.69 65.00 48.81 46.69 36.81
Toronto Stock Exchange
First Quarter......... C$ 85.40 C$ 63.35 C$ 62.25 C$ 43.80 C$ 56.70 C$ 46.45
Second Quarter........ 73.40 54.50 59.50 38.65 52.30 43.25
Third Quarter......... 94.95 63.05 77.35 58.00 56.50 44.70
Fourth Quarter........ 92.60 65.90 98.00 72.00 67.50 52.65
</TABLE>
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<PAGE> 14
The Company had 5,959 registered shareholders at October 23, 2000. In the
fiscal years ended June 30, 2000, 1999 and 1998, the Company paid dividends of
$0.165 per share per quarter.
Payment of dividends to our shareholders who are not residents of Canada is
subject under Canadian law to Canadian withholding tax. Dividends paid to
shareholders residing in the United States is subject to 15% withholding
pursuant to currently existing treaty arrangements between the United States and
Canada. For shareholders who are residents of other countries, the withholding
rate varies depending upon the existence and terms of applicable treaties
between each such other country and Canada.
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<PAGE> 15
ITEM 6. SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
FISCAL
TRANSITION YEAR
FISCAL YEARS ENDED JUNE 30, PERIOD ENDED ENDED
------------------------------------- JUNE 30, JANUARY 31,
2000 1999 1998 1997 1996 1996
------- ------- ------- ------- ------------ -----------
U.S. DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS
<S> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT
Revenues.................................................... $15,686 $12,312 $ 9,474 $10,354 $ 4,112 $ 7,787
Operating income (loss)..................................... $ 753 $ (250) $ 553 $ 719 $ 93 $ 435
Interest, net and other expense............................. $ 661 $ 457 $ 228 $ 147 $ 99 $ 195
Gain on sale of businesses.................................. $ 98 $ -- $ -- $ -- $ -- $ --
Gain on USA transactions.................................... $ -- $ 128 $ 360 $ -- $ -- $ --
Gain on sale of Time Warner shares.......................... $ -- $ -- $ 926 $ 154 $ -- $ --
Income (loss) from continuing operations before cumulative
effect of accounting change............................... $ 124 $ (383) $ 880 $ 445 $ 67 $ 144
Income (loss) from discontinued Tropicana operations, after
tax....................................................... -- (3) 66 57 18 30
Gain on sale of discontinued Tropicana operations, after
tax....................................................... -- 1,072 -- -- -- --
Discontinued DuPont activities,
after tax................................................. -- -- -- -- -- 3,232
------- ------- ------- ------- ------- -------
Income before cumulative effect of accounting change........ 124 686 946 502 85 3,406
Cumulative effect of accounting change, after tax........... (84) -- -- -- -- --
------- ------- ------- ------- ------- -------
Net income................................................ $ 40 $ 686 $ 946 $ 502 $ 85 $ 3,406
======= ======= ======= ======= ======= =======
FINANCIAL POSITION
Current assets.............................................. $ 7,799 $ 8,881 $ 6,971 $ 6,131 $ 6,307 $ 6,194
Common stock of DuPont...................................... 719 1,123 1,228 1,034 651 631
Common stock of USAi........................................ 529 501 306 -- -- --
Common stock of Time Warner................................. -- -- -- 1,291 2,228 2,356
Other noncurrent assets..................................... 23,761 24,506 11,940 10,257 10,328 10,230
Net assets of discontinued Tropicana operations............. -- -- 1,734 1,734 1,693 1,549
------- ------- ------- ------- ------- -------
Total assets........................................ $32,808 $35,011 $22,179 $20,447 $21,207 $20,960
======= ======= ======= ======= ======= =======
Current liabilities......................................... $ 6,722 $ 8,146 $ 4,709 $ 3,087 $ 4,383 $ 3,557
Long-term debt.............................................. $ 7,378 $ 7,468 $ 2,225 $ 2,478 $ 2,562 $ 2,889
Total liabilities before minority interest.................. $18,697 $20,245 $10,948 $ 9,174 $10,163 $ 9,788
Minority interest........................................... 1,882 1,878 1,915 1,851 1,839 1,844
Shareholders' equity........................................ 12,229 12,888 9,316 9,422 9,205 9,328
------- ------- ------- ------- ------- -------
Total liabilities & shareholders' equity............ $32,808 $35,011 $22,179 $20,447 $21,207 $20,960
======= ======= ======= ======= ======= =======
CASH FLOW DATA
Cash flow provided by (used for) operating activities....... $ 798 $ 935 $ (241) $ 664 $ 315 $ 222
Capital expenditures........................................ $ (607) $ (531) $ (410) $ (393) $ (245) $ (349)
Other investing activities, net............................. $ 327 $(5,605) $ 1,109 $ 2,101 $ (346) $ 2,260
Dividends paid.............................................. $ (287) $ (247) $ (231) $ (239) $ (112) $ (224)
PER SHARE DATA
EARNINGS (LOSS) PER SHARE -- BASIC
Continuing operations....................................... $ 0.28 $ (1.01) $ 2.51 $ 1.20 $ 0.18 $ 0.38
Discontinued Tropicana operations,
after tax................................................. -- (0.01) 0.19 0.16 0.05 0.08
Gain on sale of discontinued Tropicana operations, after
tax....................................................... -- 2.83 -- -- -- --
Discontinued DuPont activities, after tax................... -- -- -- -- -- 8.67
------- ------- ------- ------- ------- -------
Income before cumulative effect of accounting change........ 0.28 1.81 2.70 1.36 0.23 9.13
Cumulative effect of accounting change, after tax........... (0.19) -- -- -- -- --
------- ------- ------- ------- ------- -------
Net income................................................ $ 0.09 $ 1.81 $ 2.70 $ 1.36 $ 0.23 $ 9.13
======= ======= ======= ======= ======= =======
EARNINGS (LOSS) PER SHARE -- DILUTED
Continuing operations....................................... $ 0.28 $ (1.01) $ 2.49 $ 1.20 $ 0.18 $ 0.38
Discontinued Tropicana operations, after tax................ -- (0.01) 0.19 0.15 0.05 0.08
Gain on sale of discontinued Tropicana operations, after
tax....................................................... -- 2.83 -- -- -- --
Discontinued DuPont activities, after tax................... -- -- -- -- -- 8.54
------- ------- ------- ------- ------- -------
Income before cumulative effect of accounting change........ 0.28 1.81 2.68 1.35 0.23 9.00
Cumulative effect of accounting change, after tax........... (0.19) -- -- -- -- --
------- ------- ------- ------- ------- -------
Net income................................................ $ 0.09 $ 1.81 $ 2.68 $ 1.35 $ 0.23 $ 9.00
======= ======= ======= ======= ======= =======
Dividends paid.............................................. $ 0.66 $ 0.66 $ 0.66 $ 0.645 $ 0.30 $ 0.60
Shareholders' equity........................................ $ 27.97 $ 29.80 $ 26.84 $ 25.79 $ 24.67 $ 24.91
End of year share price
New York Stock Exchange (U.S.$)........................... $ 58.00 $ 50.38 $ 40.94 $ 40.25 $ 33.63 $ 36.38
Toronto Stock Exchange (C$)............................... $ 87.00 $ 73.35 $ 59.95 $ 55.50 $ 45.75 $ 49.75
Average shares outstanding (thousands)...................... 434,544 378,193 349,874 369,682 373,858 373,117
Shares outstanding at year end (thousands).................. 437,227 432,555 347,132 365,281 373,059 374,462
</TABLE>
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<PAGE> 16
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Our Company operates in four global business segments: music, filmed
entertainment, recreation and other and spirits and wine. The music business is
conducted through Universal Music Group, which is the largest recorded music
company in the world. Universal Music Group produces, markets and distributes
recorded music throughout the world in all major genres. Universal Music Group
also manufactures, sells and distributes video products in the United States and
internationally, and licenses music copyrights. The filmed entertainment and
recreation and other businesses are conducted through Universal Studios Group.
Our filmed entertainment business produces and distributes motion picture,
television and home video products worldwide, operates and has ownership
interests in a number of international cable channels and engages in the
licensing of merchandising and film property rights. The recreation and other
business operates theme parks and retail stores and is also involved in the
development of entertainment software. The spirits and wine business, directly
and through affiliates and joint ventures, produces, markets and distributes
distilled spirits, wines, Ports and Sherries, coolers, beers, mixers and other
low-alcohol beverages. In addition to marketing owned brands, the spirits and
wine business also distributes distilled spirits, wine, champagne, and beer
brands owned by others.
Management's discussion and analysis of our results of operations and
liquidity should be read in conjunction with the accompanying financial
statements.
VIVENDI UNIVERSAL
On June 20, 2000, Seagram, Vivendi and Canal+ announced that they had
entered into a merger agreement and related agreements providing for the
combination of the three companies into Vivendi Universal. The agreements
provide for the completion of a series of transactions, under which our
shareholders will receive a number of Vivendi Universal American Depositary
Shares (ADSs) based on an exchange ratio. Each Vivendi Universal ADS will
represent one Vivendi Universal ordinary share. Our Canadian resident
shareholders may elect to receive exchangeable shares of a Canadian subsidiary
of Vivendi Universal that are substantially the economic equivalent of the
Vivendi Universal ADSs. The exchange ratio is equal to U.S.$77.35 divided by the
U.S. dollar equivalent of the average of the closing prices on the Paris Bourse
of Vivendi's ordinary shares during a measuring period prior to the closing of
the transactions. However, the exchange ratio will equal 0.8000 if that average
is equal to or less than U.S.$96.6875 and 0.6221 if that average is equal to or
exceeds U.S.$124.3369. The merger is expected to close by the end of the
calendar year and is subject to customary closing conditions, including
shareholder approval. There is no assurance that such conditions will be
satisfied.
COMPARABILITY
The discussion presented below includes an analysis of total Seagram and
business segment results prepared in accordance with U.S. generally accepted
accounting principals (GAAP), which conforms in all material respects to
Canadian GAAP. The supplemental financial data includes modified EBITDA
(EBITDA). As defined by Seagram, EBITDA consists of operating earnings (losses)
before depreciation, amortization, corporate expenses and restructuring
activities. Because of the significant assets and goodwill associated with our
acquisitions, we believe EBITDA is an appropriate measure of operating
performance. However, you should note that EBITDA is not a substitute for
operating income, net income, cash flows and other measures of financial
performance as defined by GAAP and may be defined differently by other
companies. Investments in companies that are not consolidated with the results
of Seagram are reported as "equity earnings from unconsolidated companies". This
discussion includes, as supplemental financial data, information about our share
of the results of revenues and EBITDA related to these investments.
As several significant transactions have realigned our businesses and
impacted the comparability of our financial statements, financial information
for the 1999 and 1998 fiscal years is also presented on a pro forma basis. We
believe that pro forma results represent meaningful information for assessing
earnings trends because the pro forma results include comparable operations in
each year presented. The discussion of the recreation and other and spirits and
wine business segments does not include pro forma comparisons, since the
15
<PAGE> 17
pro forma adjustments did not impact those segments. The pro forma results are
not necessarily indicative of the combined results that would have occurred had
the following transactions actually occurred at the beginning of our 1998 fiscal
year. We believe this information will help you to better understand our
business results.
ACQUISITION OF POLYGRAM -- On December 10, 1998, we acquired 99.5 percent
of the outstanding shares of PolyGram N.V. (PolyGram), a global music and
entertainment company, for $8,607 million in cash and approximately 47.9 million
common shares of Seagram. Substantially all of the common shares were issued to
Koninklijke Philips Electronics N.V., which had owned 75 percent of the PolyGram
shares. The results of the operations of PolyGram are included in the results of
our music and filmed entertainment segments from the date of acquisition.
DISPOSITION OF TROPICANA -- On August 25, 1998, we completed the sale of
Tropicana, consisting of Tropicana Products, Inc. and our global juice business
(Tropicana) for $3,288 million in cash, which resulted in a pre-tax gain of
$1,445 million ($1,072 million after tax). As a result of this disposal, we
reported the results of Tropicana as discontinued operations for all periods
presented.
USA TRANSACTIONS -- On October 21, 1997, Universal acquired the remaining
50 percent interest in the USA Networks partnership from Viacom Inc. for $1.7
billion in cash. On February 12, 1998, Universal sold its acquired 50 percent
interest in USA Networks to USA Networks, Inc. (USAi) and contributed its
original 50 percent interest in USA Networks, the majority of its television
assets and 50 percent of the international operations of USA Networks to USANi
LLC. As a result of this transaction, Universal received $1,332 million in cash,
a 10.7 percent interest in USAi and a 45.8 percent exchangeable interest in
USANi LLC. Universal recognized a gross gain of $583 million, before taking into
consideration the effect of the transactions, which impaired certain remaining
television assets and transformed various related contractual obligations into
adverse purchase commitments. The impairment losses and adverse purchase
commitments arising from the transactions aggregated $223 million and were
reflected in the net gain of $360 million ($222 million after tax). In fiscal
1999, we recognized a $128 million pre-tax gain from the USA transactions
reflecting the reversal of accrued costs due to the favorable settlement of
certain contractual obligations and adverse purchase commitments.
16
<PAGE> 18
RESULTS OF OPERATIONS
EARNINGS SUMMARY
<TABLE>
<CAPTION>
PRO FORMA
ACTUAL TWELVE MONTHS ENDED
TWELVE MONTHS ENDED JUNE 30, JUNE 30,
------------------------------ -------------------
2000 1999 1998 1999 1998
-------- -------- -------- -------- --------
U.S. DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS
<S> <C> <C> <C> <C> <C>
REVENUES................................................ $15,686 $12,312 $ 9,474 $15,344 $14,587
======= ======= ======= ======= =======
OPERATING INCOME (LOSS)................................. $ 753 $ (250) $ 553 $ 281 $ 274
Interest, net and other expense......................... 661 457 228 682 598
Gain on sale of businesses.............................. 98 -- -- -- --
Gain on USA transactions................................ -- 128 360 128 360
Gain on sale of Time Warner shares...................... -- -- 926 -- 926
Provision (benefit) for income taxes.................... 158 (33) 638 61 493
Minority interest....................................... 17 (26) 48 4 16
Equity earnings (losses) from unconsolidated
companies............................................. 109 137 (45) 130 (6)
------- ------- ------- ------- -------
INCOME (LOSS) FROM CONTINUING OPERATIONS................ 124 (383) 880 (208) 447
Income (loss) from discontinued Tropicana operations,
after tax............................................. -- (3) 66 -- --
Gain on sale of discontinued Tropicana operations, after
tax................................................... -- 1,072 -- -- --
Cumulative effect of change in accounting principle,
after tax............................................. (84) -- -- -- --
------- ------- ------- ------- -------
NET INCOME (LOSS)....................................... $ 40 $ 686 $ 946 $ (208) $ 447
======= ======= ======= ======= =======
EARNINGS PER SHARE -- BASIC
Income (loss) from continuing operations.............. $ 0.28 $ (1.01) $ 2.51 $ (0.52) $ 1.12
Income (loss) from discontinued operations, after
tax................................................ -- (0.01) 0.19 -- --
Gain on sale of discontinued operations, after tax.... -- 2.83 -- -- --
Cumulative effect of accounting change, after tax..... (0.19) -- -- -- --
------- ------- ------- ------- -------
NET INCOME (LOSS)..................................... $ 0.09 $ 1.81 $ 2.70 $ (0.52) $ 1.12
======= ======= ======= ======= =======
EARNINGS PER SHARE -- DILUTED
Income (loss) from continuing operations.............. $ 0.28 $ (1.01) $ 2.49 $ (0.52) $ 1.11
Income (loss) from discontinued operations, after
tax................................................ -- (0.01) 0.19 -- --
Gain on sale of discontinued operations, after tax.... -- 2.83 -- -- --
Cumulative effect of accounting change, after tax..... (0.19) -- -- -- --
------- ------- ------- ------- -------
NET INCOME (LOSS)..................................... $ 0.09 $ 1.81 $ 2.68 $ (0.52) $ 1.11
======= ======= ======= ======= =======
Net cash provided by (used for) operating activities.... $ 798 $ 935 $ (241)
Net cash (used for) provided by investing activities.... $ (280) $(6,136) $ 699
Net cash (used for) provided by financing activities.... $ (821) $ 5,563 $ 159
SUPPLEMENTAL FINANCIAL DATA:
REVENUES
Consolidated companies................................ $15,686 $12,312 $ 9,474 $15,344 $14,587
Unconsolidated companies.............................. 2,644 2,202 1,722 2,202 2,081
------- ------- ------- ------- -------
$18,330 $14,514 $11,196 $17,546 $16,668
======= ======= ======= ======= =======
EBITDA
Consolidated companies................................ $ 1,872 $ 1,028 $ 1,142 $ 1,478 $ 1,555
Charge for Asia....................................... -- -- (60) -- (60)
------- ------- ------- ------- -------
1,872 1,028 1,082 1,478 1,495
Unconsolidated companies.............................. 504 449 220 449 326
------- ------- ------- ------- -------
2,376 1,477 1,302 1,927 1,821
Adjustment for unconsolidated companies............... (504) (449) (220) (449) (326)
Depreciation and amortization......................... (1,067) (773) (416) (1,097) (1,108)
Corporate expenses.................................... (111) (100) (113) (100) (113)
Restructuring (charge) credit......................... 59 (405) -- -- --
------- ------- ------- ------- -------
OPERATING INCOME (LOSS)................................. $ 753 $ (250) $ 553 $ 281 $ 274
======= ======= ======= ======= =======
</TABLE>
17
<PAGE> 19
2000 VERSUS 1999
Actual
In addition to the significant transactions discussed above, several other
items also affect the comparability of our annual results. In fiscal 1999, these
items included a $405 million pre-tax restructuring charge associated with the
integration of PolyGram into our existing music and film operations (discussed
in Note 3 to the consolidated financial statements), and a $128 million pre-tax
gain from the USA transactions reflecting the reversal of accrued costs due to
the favorable settlement of certain contractual obligations and adverse purchase
commitments. In the current fiscal year, these items include the reversal of $59
million of the restructuring accruals due to the favorable settlement of certain
contractual and employee severance obligations, the sale of our concert
operations for a pre-tax gain of $98 million, the sale of our Champagne
operations for $310 million in cash, an amount which approximated the book value
of those operations, and an $84 million non-cash after-tax cumulative effect of
a change in accounting principle related to start-up activities. In addition to
these one-time items, our results are impacted on an ongoing basis by foreign
exchange rate fluctuations, particularly in our music and spirits and wine
businesses where a significant portion of sales are transacted in local
currencies. In fiscal 1999, the impact of foreign currency exchange was not
significant, however, our fiscal 2000 results were negatively impacted by
foreign exchange rate fluctuations as illustrated in the discussion of operating
results, presented below.
Revenues increased 27 percent (30 percent on a constant U.S. dollar basis)
to $15.7 billion, primarily due to our reporting of a full twelve-month results
of the acquired PolyGram operations in the current year, combined with improved
sales in all business segments. Operating income was $753 million compared with
an operating loss of $250 million in the prior year. The significant improvement
reflects the impact of the PolyGram acquisition, the restructuring activities
discussed above and improved earnings in all business segments. EBITDA from
consolidated companies increased 82 percent (89 percent on a constant U.S.
dollar basis) to $1.9 billion.
Interest, net and other expense included net interest expense of $684
million, offset by $23 million of dividend income from DuPont. The increase of
$204 million primarily reflects the increased interest costs associated with
funding the PolyGram acquisition.
The effective tax rate was 83 percent in fiscal 2000, compared with six
percent in the prior year. The provision for 2000 includes $38 million of taxes
on the sale of Universal Concerts, Inc. and $21 million for the restructuring
charge reversal. The 1999 tax provision included $45 million of taxes on the USA
transactions and a $140 million benefit for the restructuring charge. The tax
rate for continuing operations, excluding these items, increased largely due to
the increased goodwill expense for which there is no associated tax benefit.
Minority interest was an expense of $17 million compared to income of $26
million in 1999, which included $21 million associated with the restructuring
charge. The equity in earnings of unconsolidated companies decreased to $109
million from $137 million in 1999. The decrease primarily reflects increased
depreciation and interest expense at Universal Orlando since the opening of
Islands of Adventure, pre-opening development costs at Universal Studios Japan,
partially offset by improved operating results at USANi LLC.
Net income from continuing operations of $124 million or $0.28 per share
(basic and diluted) was earned in fiscal 2000, compared to a net loss from
continuing operations of $383 million or $1.01 per share (basic and diluted) in
1999. The net income from continuing operations, excluding the restructuring
activities, the gain on the sale of Universal Concerts, Inc. and the impact of
the USA transactions, was $34 million or $0.08 per share (basic and diluted) in
fiscal 2000, compared with a loss of $215 million or $0.57 per share (basic and
diluted) in 1999.
Pro Forma
Revenues increased two percent (five percent on a constant U.S. dollar
basis), as growth in the film, recreation and other and spirits and wine
businesses was partially offset by a slight decline in music revenues. Operating
income, excluding restructuring activities, more than doubled, while EBITDA from
consolidated companies increased 27 percent year-on-year (31 percent on a
constant U.S. dollar basis). These increases
18
<PAGE> 20
reflect a significant improvement in the performance of all our business
segments. Interest, net and other expense declined three percent, primarily as a
result of the lower average debt outstanding during the current year. The
effective income tax rate was 83 percent compared to 22 percent in the prior
year. The minority interest charge increased $13 million primarily due to the
improved performance of our film business. Equity in earnings of unconsolidated
companies declined 16 percent for the reasons discussed above.
Net income of $40 million or $0.09 per share (basic and diluted) was earned
in fiscal 2000, compared with a net loss of $208 million or $0.52 per share
(basic and diluted) in 1999. Excluding the restructuring activities, the gain on
the sale of Universal Concerts, Inc., the impact of the USA transactions and the
cumulative effect of a change in accounting principle, net income was $34
million or $0.08 per share (basic and diluted), a significant improvement over
the prior year when a pro forma net loss of $284 million or $0.71 per share
(basic and diluted) was incurred.
1999 VERSUS 1998
Actual
Our fiscal 1999 results compared favorably to fiscal 1998 results, which
were severely impacted by the economic and currency crises in Asia which
hampered business performance and resulted in a $60 million charge to spirits
and wine operations. Revenues increased 30 percent to $12.3 billion, primarily
due to the PolyGram acquisition and improved sales in all business segments.
Operating income declined from $553 million in 1998 to a loss of $250 million in
1999, driven by the restructuring charge, higher amortization and depreciation
expense and disappointing motion picture results. EBITDA from consolidated
companies decreased five percent to $1,028 million. The impact of foreign
currency exchange on 1999 was not significant.
Interest, net and other expense increased $229 million reflecting the
interest costs associated with funding the PolyGram acquisition. In fiscal 1999,
a gain from the USA transactions was recognized reflecting the reversal of $128
million of accrued costs due to the favorable settlement of certain contractual
obligations and adverse purchase commitments. In fiscal 1998, we recognized a
pre-tax gain on the sale of the remaining Time Warner shares of $926 million and
a pre-tax gain on the USA transactions of $360 million. The effective tax rate
was six percent in fiscal 1999, compared with 40 percent in the prior year. The
underlying effective tax rate for continuing operations (excluding the impact of
the restructuring charge, USA transactions, sale of Time Warner shares and
spirits and wine charge) was 21 percent compared with 48 percent in 1998. The
decrease in the rate results from increased goodwill expense for which there is
no associated tax benefit and taxes on earnings from unconsolidated equity
investments. Minority interest for 1999 was income of $26 million compared to an
expense of $48 million in the prior year, primarily due to losses in our film
business and the restructuring charge. The equity in earnings of unconsolidated
companies increased to $137 million in fiscal 1999 from a loss of $45 million in
fiscal 1998. The increase in equity earnings primarily reflected the improved
operating results at USANi LLC and the impact of the USA transactions. Earnings
from our investment in USANi LLC were included in equity earnings from
unconsolidated companies for all of 1999. In 1998, we had a 100 percent interest
in USA Networks from October 1997 until February 1998, during which time the
results were consolidated.
A net loss from continuing operations of $383 million or $1.01 per share
(basic and diluted) was incurred in 1999, compared with net income from
continuing operations of $880 million or $2.51 per basic share and $2.49 per
share on a diluted basis for 1998. The net loss from continuing operations,
excluding the restructuring charge, the gains on the sales of Time Warner shares
and the USA transactions and a charge for spirits and wine operations in Asia,
was $215 million or $0.57 per share (basic and diluted) in 1999 compared with
income of $141 million or $0.40 per share (basic and diluted) in 1998.
For the period to August 25, 1998, the loss from discontinued Tropicana
operations, after tax, was $3 million or $0.01 per share (basic and diluted).
During 1999, we recorded a pre-tax gain of $1,445 million ($1,072 million after
tax or $2.83 per share, basic and diluted) on the sale of Tropicana. Net income
including discontinued operations was $686 million or $1.81 per basic and
diluted share in the fiscal year ended June 30, 1999, compared with $946 million
or $2.70 per basic share and $2.68 per diluted share in the prior fiscal year.
19
<PAGE> 21
Pro Forma
Revenues increased five percent to $15.3 billion with growth in all
business segments. Operating income was $281 million compared with $274 million
in 1998. EBITDA from consolidated companies decreased one percent year-on-year.
Increases in EBITDA outside the filmed entertainment segment were more than
offset by disappointing performance of our film business. The effective income
tax rate for the year was 22 percent compared with 51 percent in the prior year.
The minority interest charge for 1999 was $4 million compared with $16 million
in the prior year due to losses in our film business. Equity in earnings of
unconsolidated companies shows a similar improvement as the actual results,
increasing to $130 million in 1999 from a loss of $6 million in 1998.
A net loss of $208 million or $0.52 per share (basic and diluted) was
incurred in fiscal 1999, compared with net income of $447 million or $1.12 per
basic share and $1.11 per share on a diluted basis in 1998. Excluding the gains
on the sales of Time Warner shares and the USA transactions and the prior year
charge for spirits and wine operations in Asia, the pro forma net loss was $284
million or $0.71 per share (basic and diluted) in the current year, a slight
improvement over the prior year when a net loss of $292 million or $0.73 per
share (basic and diluted) was incurred.
BUSINESS SEGMENT RESULTS
MUSIC
<TABLE>
<CAPTION>
PRO FORMA
ACTUAL TWELVE MONTHS
TWELVE MONTHS ENDED JUNE 30, ENDED JUNE 30,
----------------------------- ----------------
2000 1999 1998 1999 1998
------- ------- ------- ------ ------
U.S. DOLLARS IN MILLIONS
<S> <C> <C> <C> <C> <C>
REVENUES...................................... $6,236 $3,751 $1,461 $6,336 $6,108
====== ====== ====== ====== ======
Operating income (loss) before restructuring
(charge) credit............................. $ 288 $ (126) $ (44) $ 75 $ (124)
Restructuring (charge) credit................. 40 (313) -- -- --
------ ------ ------ ------ ------
OPERATING INCOME (LOSS)....................... $ 328 $ (439) $ (44) $ 75 $ (124)
====== ====== ====== ====== ======
Equity earnings (losses) from unconsolidated
companies................................... $ (16) $ 4 $ 4 $ (3) $ (7)
====== ====== ====== ====== ======
SUPPLEMENTAL FINANCIAL DATA:
REVENUES
Consolidated companies...................... $6,236 $3,751 $1,461 $6,336 $6,108
Unconsolidated companies.................... 89 61 68 61 68
------ ------ ------ ------ ------
$6,325 $3,812 $1,529 $6,397 $6,176
====== ====== ====== ====== ======
EBITDA
Consolidated companies...................... $1,018 $ 347 $ 84 $ 861 $ 708
Unconsolidated companies.................... (12) 5 6 5 6
------ ------ ------ ------ ------
1,006 352 90 866 714
Adjustment for unconsolidated companies..... 12 (5) (6) (5) (6)
Depreciation and amortization............... (730) (473) (128) (786) (832)
Restructuring (charge) credit............... 40 (313) -- -- --
------ ------ ------ ------ ------
OPERATING INCOME (LOSS)....................... $ 328 $ (439) $ (44) $ 75 $ (124)
====== ====== ====== ====== ======
</TABLE>
20
<PAGE> 22
2000 VERSUS 1999
Consolidated Operations
Actual -- Revenues increased 66 percent, EBITDA more than doubled and
operating income (excluding restructuring activities) of $288 million was earned
in the current year, compared to a loss of $126 million incurred in the prior
year. These significant increases primarily reflect the acquisition and
successful integration of PolyGram, partially offset by investments in our
electronic business initiatives. In fiscal 2000, over 64 percent of product
sales were from new releases. Major album sales included those by Shania Twain,
Eminem, Dr Dre, Limp Bizkit, Sisqo, Sting, Enrique Iglesias, Blink 182, DMX,
Andrea Bocelli, Bon Jovi, Boyzone and the soundtrack from the Universal feature
film Notting Hill, among others. We continue to hold strong chart positions in
all music genres and major markets, including the United States, United Kingdom,
France, Germany and Brazil. Internationally, we continue to maintain a strong
local repertoire presence. In fiscal 2000, revenues generated in North America
accounted for 43 percent of the total music revenues of $6,236 million. The
European market accounted for 41 percent, Asia Pacific contributed 12 percent
and Latin America accounted for the remaining four percent.
An important aspect of our music business relates to electronic business
initiatives. We believe that emerging technologies will be strategically
important to the future of the music business. Evolving technology allows
consumers to experience music in new electronic mediums and formats. Through a
variety of strategic alliances and independent initiatives, we continue to
invest resources in the technology and electronic commerce areas. Our
investments include internal infrastructure, which includes hardware and
software that will allow the music business to be conducted over the Internet,
such as bluematter.com and Jimmy and Doug's Farm Club, as well as investments
in, GetMusic, ARTISTdirect, InterTrust Technologies, ReplayTV, eritmo.com and
others.
Pro Forma -- Revenues declined two percent in fiscal 2000 primarily due to
the impact of unfavorable foreign exchange, label consolidation and our effort
to continually refine our artist roster, partially offset by strong chart
positions. In fiscal 2000, 65 albums reached worldwide sales in excess of one
million units and 5 albums sold over five million units compared with 2 in 1999.
North American revenues increased 10 percent, reflecting higher volume and
average prices. International revenues declined two percent (but increased two
percent on a constant U.S. dollar basis) due to the soft music market in several
territories including Latin America, Japan and France. Operating income,
excluding restructuring activities, more than tripled and EBITDA increased 18
percent (24 percent on a constant U.S. dollar basis) to over $1 billion. The
improvements in operating income and EBITDA reflect higher volumes in North
America, strong performances in the United Kingdom and Germany, lower European
marketing spend and worldwide cost savings achieved from the integration of
PolyGram, partially offset by investments in our electronic business
initiatives.
Unconsolidated Operations
The equity in earnings from unconsolidated companies was a loss of $16
million in fiscal 2000 as income of $3 million from concert operations sold in
the first quarter was more than offset by losses from electronic business
initiatives.
1999 VERSUS 1998
Consolidated Operations
Actual -- In fiscal 1999, revenues more than doubled. This increase
reflected the acquisition of PolyGram with its strong presence in local
repertoire and our strength in the U.S. market. An operating loss of $126
million (excluding restructuring activities) was incurred compared to a loss of
$44 million in fiscal 1998. EBITDA, at $347 million, more than quadrupled in
1999. The significant increase in EBITDA reflected the PolyGram acquisition. The
decline in operating income was principally driven by higher goodwill
amortization. In fiscal 1999, revenues generated in North America accounted for
45 percent of the total music revenues of $3,751 million. The European market
accounted for 40 percent, Asia Pacific and Japan contributed 11 percent and
Latin America accounted for the remaining four percent.
21
<PAGE> 23
Pro Forma -- Revenues increased four percent to $6.3 billion, driven by
solid performances from U2, Shania Twain, Jay-Z, Andrea Bocelli, Bee Gees and
Sheryl Crow, among others, along with increases in higher priced units. In
total, 69 albums reached worldwide sales in excess of one million units compared
with 52 in 1998. Operating income was $75 million for 1999, compared to a loss
of $124 million in 1998. EBITDA increased 22 percent in 1999 compared to 1998.
These improvements were due to a strong release schedule worldwide and the
elimination of duplicate costs achieved from the integration of PolyGram.
Unconsolidated Operations
The equity in earnings from unconsolidated companies, consisting primarily
of concert operations, was $4 million in 1999, unchanged from 1998.
FILMED ENTERTAINMENT
<TABLE>
<CAPTION>
PRO FORMA
ACTUAL TWELVE MONTHS
TWELVE MONTHS ENDED JUNE 30, ENDED JUNE 30,
----------------------------- ----------------
2000 1999 1998 1999 1998
------- ------- ------- ------ ------
U.S. DOLLARS IN MILLIONS
<S> <C> <C> <C> <C> <C>
REVENUES...................................... $3,480 $2,931 $2,793 $3,378 $3,259
====== ====== ====== ====== ======
Operating income (loss) before restructuring
(charge) credit............................. $ (158) $ (206) $ 229 $ (281) $ 30
Restructuring (charge) credit................. 19 (92) -- -- --
------ ------ ------ ------ ------
OPERATING INCOME (LOSS)....................... $ (139) $ (298) $ 229 $ (281) $ 30
====== ====== ====== ====== ======
Equity earnings (losses) from unconsolidated
companies................................... $ 197 $ 148 $ (28) $ 148 $ 22
====== ====== ====== ====== ======
SUPPLEMENTAL FINANCIAL DATA:
REVENUES
Consolidated companies...................... $3,480 $2,931 $2,793 $3,378 $3,259
Unconsolidated companies.................... 1,908 1,689 1,133 1,689 1,492
------ ------ ------ ------ ------
$5,388 $4,620 $3,926 $5,067 $4,751
====== ====== ====== ====== ======
EBITDA
Consolidated companies...................... $ (61) $ (136) $ 316 $ (200) $ 105
Unconsolidated companies.................... 414 343 147 343 253
------ ------ ------ ------ ------
353 207 463 143 358
Adjustment for unconsolidated companies..... (414) (343) (147) (343) (253)
Depreciation and amortization............... (97) (70) (87) (81) (75)
Restructuring (charge) credit............... 19 (92) -- -- --
------ ------ ------ ------ ------
OPERATING INCOME (LOSS)....................... $ (139) $ (298) $ 229 $ (281) $ 30
====== ====== ====== ====== ======
</TABLE>
2000 VERSUS 1999
Consolidated Operations
Actual -- The performance of our filmed entertainment business improved
year-on-year. Revenues increased 19 percent, EBITDA improved $75 million and the
operating loss (excluding restructuring activities) of $158 million was a $48
million improvement over the prior year. These results primarily reflect the
solid performance of the motion picture business versus a disappointing prior
year. The theatrical success of The Mummy, Notting Hill, American Pie, The Bone
Collector, The Green Mile, Erin Brockovich, U-571, Gladiator and Best Man,
combined with strong DVD and video sales of The Mummy, Notting Hill and American
Pie resulted in improved earnings. Additionally, the development of programs
designed to manage
22
<PAGE> 24
production, marketing, participation and overhead and development costs also
contributed to filmed entertainment results. Included in EBITDA and operating
income are the costs of our continued investment in the international network
business, where the creation of new digital delivery technologies in many
markets have created significant growth opportunities. International television
networks not only provide a dual revenue stream from advertising and
subscription but also provide a captive outlet for our extensive film and
television libraries. Over the last fiscal year, excluding the impact of new
channel launches, total subscribers for owned and operated networks have grown
approximately 20 percent.
Pro Forma -- 1999 pro forma filmed entertainment included the results of
PolyGram Filmed Entertainment (PFE). Revenues increased three percent while
operating income, excluding restructuring activities, and EBITDA improved by
$123 million and $139 million, respectively. The current year results compare
favorably to the prior year, which included a $64 million loss largely due to
the start-up of PFE domestic film distribution operations.
Unconsolidated Operations
Unconsolidated companies principally include USANi LLC, Loews Cineplex
Entertainment Corporation, United Cinemas International Multiplex B.V. and
Cinema International Corporation. Year-on-year results primarily reflect
improved operating results at USANi LLC.
1999 VERSUS 1998
Consolidated Operations
Actual -- Filmed entertainment revenues increased five percent in fiscal
1999. Operating income, excluding restructuring activities, decreased from
income of $229 million in 1998 to a loss of $206 million in 1999. The 1998
results included operating income of $76 million for USA Networks from October
21, 1997 until February 12, 1998. In 1999 the contribution of USANi LLC was
included in equity earnings from unconsolidated companies rather than
consolidated operations. The results of the motion picture business declined
because of the disappointing box office performance of fiscal 1999 releases such
as Babe: Pig in the City, Meet Joe Black, Virus and edTV. Also, comparisons with
1998 results were difficult since those results benefited from the positive
carryover of the successful releases of The Lost World: Jurassic Park and Liar,
Liar. International television and library results declined year-on-year due to
the loss of profit on products transferred in the USA transactions and lower
profitability on television library sales. EBITDA declined from $316 million in
1998 to a loss of $136 million in 1999. The 1998 results included $97 million of
EBITDA related to USA Networks, which was consolidated from October 21, 1997
until February 12, 1998. There was no contribution from USA Networks in
consolidated EBITDA in 1999.
Pro Forma -- Pro forma filmed entertainment included the results of
PolyGram Filmed Entertainment and the 1998 results reflected the USA
transactions as though they had both occurred at the beginning of our 1998
fiscal year. On a pro forma basis, revenues increased four percent in fiscal
1999 to $3.4 billion. EBITDA was a loss of $200 million in 1999 compared to
income of $105 million in 1998. Operating income decreased from income of $30
million in 1998 to a loss of $281 million in 1999. The results declined
primarily due to the weak performance of current year releases discussed above.
Unconsolidated Operations
The equity in earnings from unconsolidated companies increased from a loss
of $28 million for 1998 to income of $148 million in 1999. Revenues from
unconsolidated companies increased 49 percent year-on-year, EBITDA more than
doubled in the same period. The significant improvement was due primarily to
improved operating results at USANi LLC and the impact of the USA transactions.
In fiscal 1999, subsequent to the USA transactions, the results of USANi LLC
were included in equity earnings from unconsolidated companies for the entire
year. In the 1998 fiscal year, we had a 100 percent interest in USA Networks
from October 1997 until February 1998, during which time the results were
included in consolidated operations. We also benefited from improved operating
results at Loews Cineplex in 1999 compared to Cineplex Odeon Corporation (owned
in the prior year). In addition to USANi LLC and Loews Cineplex, the
unconsolidated
23
<PAGE> 25
companies principally included United Cinemas International Multiplex B.V. and
Cinema International Corporation N.V.
RECREATION AND OTHER
<TABLE>
<CAPTION>
ACTUAL
TWELVE MONTHS ENDED JUNE 30,
------------------------------
2000 1999 1998
-------- -------- ------
U.S. DOLLARS IN MILLIONS
<S> <C> <C> <C>
REVENUES.................................................... $ 862 $ 818 $695
====== ====== ====
OPERATING INCOME............................................ $ 83 $ 45 $ 24
====== ====== ====
Equity losses from unconsolidated companies................. $ (76) $ (17) $(22)
====== ====== ====
SUPPLEMENTAL FINANCIAL DATA:
REVENUES
Consolidated companies.................................... $ 862 $ 818 $695
Unconsolidated companies.................................. 468 290 289
------ ------ ----
$1,330 $1,108 $984
====== ====== ====
EBITDA
Consolidated companies.................................... $ 188 $ 133 $ 99
Unconsolidated companies.................................. 92 92 60
------ ------ ----
280 225 159
Adjustment for unconsolidated companies................... (92) (92) (60)
Depreciation and amortization............................. (105) (88) (75)
------ ------ ----
OPERATING INCOME............................................ $ 83 $ 45 $ 24
====== ====== ====
</TABLE>
2000 VERSUS 1999
Consolidated Operations
Revenues increased five percent, EBITDA rose 41 percent and operating
income increased over 80 percent as compared to the prior year. Revenue growth
was due to increased management fees generated from the expansion of Universal
Orlando, increased retail sales at Spencer Gifts, and a full twelve months of
Wet n' Wild results, which was purchased in September 1998. Additionally,
operating income and EBITDA increased as the result of improved earnings at
Universal City Hollywood and lower overhead and improved margins at interactive
games. At Universal City Hollywood, EBITDA increased 15 percent primarily due to
improved cost management and a four percent increase in total visitor spending,
due principally to higher admission charges. Increased earnings at the park were
partially offset by a two percent decline in paid attendance, since fiscal 1999
included one additional week compared to fiscal 2000. Excluding the impact of
the additional week, attendance would have increased one percent year-on-year.
Unconsolidated Operations
Unconsolidated companies principally include Universal Orlando, Universal
Studios Japan, Universal Studios Port Aventura and Sega GameWorks. Equity in
earnings from unconsolidated companies declined from a loss of $17 million last
year to a loss of $76 million this year. This decline is largely due to
increased depreciation and interest expense at Universal Orlando since the
opening of Islands of Adventure and the pre-opening development costs at
Universal Studios Japan. In addition, the prior year comparatives included a
gain recognized by Sega GameWorks on the sale of its game sales operation to
Sega in the first quarter. Revenues from unconsolidated companies increased 61
percent reflecting the opening of Islands of Adventure, Hard Rock Live, CityWalk
and the Portofino Bay Hotel (a Loews hotel) at Universal Orlando. EBITDA from
unconsolidated companies was flat at $92 million as increased earnings at
Universal Orlando were offset
24
<PAGE> 26
by pre-opening development costs at Universal Studios Japan. At Universal
Orlando, EBITDA increased 21 percent reflecting a 51 percent increase in
attendance since the opening of the new attractions discussed above and a two
percent increase in total visitor spending, partially offset by a continued
investment in marketing and other non-recurring costs associated with the
expansion.
1999 VERSUS 1998
Consolidated Operations
In fiscal 1999, revenues increased 18 percent, operating income almost
doubled to $45 million and EBITDA increased 34 percent. These increases
reflected the success of the Crash Bandicoot and Spyro video games, improved
sales by Spencer Gifts and additional management fees from the expansion of
Universal Orlando and the acquired Universal Studios Port Aventura. These
increases were partially offset by a five percent decline in paid attendance at
Universal City Hollywood, largely due to reduced Asian tourism. Increased
operating expenses at the park were partially offset by a one percent increase
in total visitor spending.
Unconsolidated Operations
The equity in earnings from unconsolidated companies improved from a loss
of $22 million in fiscal 1998 to a loss of $17 million in fiscal 1999. Revenues
from unconsolidated companies were flat year-on-year while EBITDA increased 53
percent. The improved results were due to the expansion at Universal Orlando,
Universal Studios Port Aventura and a gain recognized by Sega GameWorks, on the
sale of its game sales operation to Sega in the first quarter. At Universal
Studios Orlando, the opening of Islands of Adventure, Hard Rock Live and
CityWalk contributed to a 12 percent increase in paid attendance and a two
percent increase in total visitor spending.
25
<PAGE> 27
SPIRITS AND WINE
<TABLE>
<CAPTION>
ACTUAL
TWELVE MONTHS ENDED JUNE 30,
-----------------------------
2000 1999 1998
------- ------- -------
U.S. DOLLARS IN MILLIONS
<S> <C> <C> <C>
REVENUES.................................................... $5,108 $4,812 $4,525
====== ====== ======
Operating income before charge for Asia..................... $ 602 $ 552 $ 524
Charge for Asia........................................... -- -- (60)
------ ------ ------
OPERATING INCOME............................................ $ 602 $ 552 $ 464
====== ====== ======
Equity earnings from unconsolidated companies............... $ 4 $ 2 $ 1
====== ====== ======
SUPPLEMENTAL FINANCIAL DATA:
REVENUES
Consolidated companies.................................... $5,108 $4,812 $4,525
Unconsolidated companies.................................. 179 162 232
------ ------ ------
$5,287 $4,974 $4,757
====== ====== ======
EBITDA
Consolidated companies.................................... $ 727 $ 684 $ 643
Charge for Asia........................................... -- -- (60)
------ ------ ------
727 684 583
Unconsolidated companies.................................. 10 9 7
------ ------ ------
737 693 590
Adjustment for unconsolidated companies................... (10) (9) (7)
Depreciation and amortization............................. (125) (132) (119)
------ ------ ------
OPERATING INCOME............................................ $ 602 $ 552 $ 464
====== ====== ======
</TABLE>
2000 VERSUS 1999
Consolidated Operations
Revenues increased six percent (ten percent on a constant U.S. dollar
basis), EBITDA rose six percent (10 percent on a constant U.S. dollar basis) and
operating income increased nine percent (13 percent on a constant U.S. dollar
basis) as compared to the prior year. Adjusting for the sale of the Champagne
production operations, operating income increased 15 percent and EBITDA
increased 12 percent. The improved year-on-year results were driven by continued
momentum in the global spirits and wine business, the impact of the millennium
and earnings growth in all regions. In North America, higher volumes and prices,
partially offset by increased marketing investment contributed to the growth.
Europe benefited from growth in most major markets, particularly Germany, driven
by a recovery in Mumm Sekt sales, and the United Kingdom. The continued economic
recovery in Asia, specifically in Greater China, facilitated improvement in that
region. In Latin America, growth was driven by Brazil, Venezuela and Don Julio
in Mexico. Of the $5,108 million total spirits and wine revenues, 46 percent
were generated in North America, the European and African markets accounted for
33 percent, Asia Pacific contributed 13 percent and Latin America generated the
remaining eight percent. Total spirits and wine case volumes, including
unconsolidated companies, increased seven percent year-on-year, driven by growth
in Crown Royal, Captain Morgan, ABSOLUT VODKA (which is owned by V&S Vin & Sprit
AB), Mumm Sekt and Royal Salute.
In fiscal 2000, cost of goods sold as a percentage of revenues increased to
54.2 percent from 53.3 percent in the prior year. This increase was offset by a
decrease in selling, general and administrative expenses as a percentage of
revenues, which declined to 34.0 percent from 34.7 percent in the prior year. On
a constant U.S. dollar basis, global marketing expense increased in excess of 20
percent in order to sustain the momentum
26
<PAGE> 28
established in our core brands and to support the millennium trade activity
earlier in the year. Brand equity build also increased in excess of 20 percent
on a constant U.S. dollar basis as we continued to invest for future growth by
supporting our brands in key markets, particularly North America.
Unconsolidated Operations
In the current fiscal year there is only one spirits and wine
unconsolidated company, Kirin-Seagram Limited in Japan. In fiscal 1999, the
unconsolidated companies also included Seagram (Thailand) Limited for nine
months to March 1999, at which time we increased our investment in Thailand and
began to consolidate that affiliate. In fiscal 2000, the equity in earnings of
unconsolidated companies increased $2 million and revenues and EBITDA from
unconsolidated companies increased 10 and 11 percent, respectively. The year-
on-year variances are primarily due to the entities that are included in
unconsolidated companies.
1999 VERSUS 1998
Consolidated Operations
Revenues increased six percent and operating income increased 19 percent in
1999. Operating income in 1998 included a $60 million charge related to
operations in Asia. Excluding the impact of this charge, operating income
increased five percent. Asia Pacific's revenues increased 79 percent,
principally due to the June 1998 acquisition of the remaining shares of our
Korean affiliate, Doosan Seagram Co., Ltd., and the inclusion of their results
in consolidated operations in 1999. Additionally, an improvement in the
difficult economic conditions experienced in the region in 1998 also contributed
to the increase. Revenues in North America increased four percent reflecting
higher volumes and pricing. Europe's revenues increased four percent
year-on-year. In Latin America, revenues declined six percent due to the
difficult economic conditions in the region, particularly in Brazil. In fiscal
1999, cost of goods sold as a percentage of revenues increased to 53.3 percent
from 52.7 in 1998. Selling, general and administrative expenses as a percentage
of revenues decreased to 34.7 percent from 35.9 percent due to slight reductions
in both brand spending and overhead expenses coupled with improved revenues. On
a constant U.S. dollar basis, total brand spending declined two percent in 1999
and brand equity spending increased one percent as we continued to invest for
future growth by supporting our brands in key markets. The brand equity growth
reflected an increased emphasis on the consumer and was focused behind core
strategic brands, particularly Crown Royal Canadian Whisky and ABSOLUT VODKA in
North America and Chivas Regal and Martell globally. Spirits and wine case
volumes, including unconsolidated companies, increased one percent in 1999 as
the performance of our global brands was mixed. Volumes in North America were
strong, in particular for Crown Royal Canadian Whisky and Captain Morgan Rum.
Globally, volumes for Crown Royal Canadian Whiskey and Captain Morgan Rum
increased five and 14 percent, respectively. ABSOLUT VODKA, had a nine percent
increase in volume. Case volumes of several global brands declined including
Martell and Chivas which were down three and nine percent, respectively. EBITDA
increased 17 percent. Excluding the impact of the $60 million charge for Asia
Pacific from the prior year results, EBITDA would have increased six percent.
Unconsolidated Operations
The equity in earnings of unconsolidated companies was $2 million in 1999
compared to $1 million in 1998. Revenues from unconsolidated companies declined
by 30 percent and EBITDA increased 29 percent. The year-on-year variances were
primarily due to changes in the entities that were included in unconsolidated
companies. In 1999, the results included Kirin-Seagram Limited in Japan for the
entire twelve months and Seagram (Thailand) Limited for nine months to March
1999 at which time we increased our investment in Thailand and began to
consolidate that affiliate. In 1998, the unconsolidated companies also included
Doosan Seagram Co., Ltd. in Korea. As a result of an additional investment in
Doosan Seagram Co., Ltd. at the end of June 1998, that affiliate's results are
now consolidated.
27
<PAGE> 29
LIQUIDITY AND CAPITAL RESOURCES
Financial Position -- Current assets of $7.8 billion at June 30, 2000 were
$1.1 billion lower than at June 30, 1999. Current liabilities decreased $1.4
billion to $6.7 billion at June 30, 2000. The improvement in working capital was
primarily due to a reduction in short-term borrowings. Shareholders' equity was
$12.2 billion at June 30, 2000 compared to $12.9 billion at June 30, 1999. Our
total long- and short-term debt, net of cash and short-term investments,
decreased to $6.6 billion at June 30, 2000 from $7.0 billion at June 30, 1999
reflecting the reduction in short-term borrowings discussed above. Our ratio of
net debt to total capitalization (including minority interest) remained
unchanged at 32 percent.
Cash Flows from Operating Activities -- Net cash provided by operating
activities totaled $798 million in the 2000 fiscal year, a decrease of $137
million from fiscal 1999. Payments towards restructuring, exit and other
accruals in fiscal 2000 and the monetization of acquired PolyGram receivables in
fiscal 1999 more than offset the $507 million year-on-year increase in income
from continuing operations. In 1999, operating activities provided net cash of
$935 million, following net cash used of $241 million in 1998. The increased
cash requirements in the 1998 fiscal year reflected reduced income from
continuing operations (excluding the gains on the USA transactions and the Time
Warner share sales) and higher working capital requirements.
Cash Flows from Investing Activities -- Net cash used for investing
activities was $280 million in fiscal year 2000. The $310 million proceeds from
the Champagne operations disposition combined with $190 million proceeds from
the sale of Universal Concerts, Inc., were more than offset by an additional
$242 million investment in USANi LLC and capital expenditures of $607 million.
The capital expenditures by business segment were music $263 million, filmed
entertainment $113 million, recreation and other $101 million and spirits and
wine $130 million. In 1999, net cash used for investing activities was $6.1
billion. The $3.3 billion pre-tax proceeds from the Tropicana disposition were
more than offset by the use of $8.6 billion of cash for the PolyGram
acquisition, an additional investment in USANi LLC and USA Networks, Inc. of
$243 million and capital expenditures of $531 million. The capital expenditures
by business segment were music $135 million, filmed entertainment $134 million,
recreation and other $134 million and spirits and wine $128 million. In 1998,
net cash provided by investing activities was $699 million. The net cash
provided included $1.3 billion gross proceeds from the USA transactions and $1.9
billion proceeds from the sales of 26.8 million Time Warner shares. Partially
offsetting these proceeds were the $1.7 billion acquisition of the incremental
50 percent interest in USA Networks and capital expenditures of $410 million,
broken down by business segment as follows: music $31 million, filmed
entertainment $94 million, recreation and other $115 million and spirits and
wine $170 million. In addition, $386 million of cash was used for sundry
investments including investments in Doosan Seagram Co., Ltd., our spirits and
wine affiliate in Korea, Universal Studios Port Aventura, a theme park located
in Spain, and Loews Cineplex Entertainment Corporation.
Cash Flows from Financing Activities -- Financing activities in fiscal 2000
used $821 million. A $787 million decrease in short-term borrowings, a $108
million repayment of long-term debt and dividend payments of $287 million were
partially offset by a $75 million supplemental issuance of Adjustable
Conversion-rate Equity Security Units, $187 million issuance of shares upon
exercise of stock options and conversion of LYONs and a $99 million issuance of
long-term debt. In fiscal 1999, financing activities provided $5.6 billion, an
increase of $5.4 billion over the prior year, primarily used to finance the
PolyGram acquisition. Contributing to the significant increase were a $1.4
billion common share issuance, a $900 million issuance of Adjustable
Conversion-rate Equity Security Units and long-term debt issuance's and other
borrowings totaling $5.1 billion. In 1999, we made dividend payments of $247
million. In fiscal 1998, financing activities provided $159 million. An increase
in short-term borrowings of $1.1 billion was used to finance the acquisition of
the incremental 50 percent interest in USA Networks, offsetting this were
dividend payments of $231 million and $753 million used to repurchase common
shares.
In fiscal 1999, cash used by the discontinued Tropicana operations to the
disposition date of August 25, 1998 was $3 million as compared to the cash
provided by discontinued Tropicana operations of $67 million in fiscal 1998.
Working Capital -- Our working capital position is reinforced by available
credit facilities of $5.5 billion. These facilities are used to support our
commercial paper borrowings and are available for general corporate
28
<PAGE> 30
purposes. We believe our access to external capital resources together with
internally generated liquidity will be sufficient to satisfy existing
commitments and plans, and to provide adequate financial flexibility.
In order to effectively manage our capital needs and costs in the film
business, we utilize a variety of arrangements, including co-production,
insurance, contingent profit participation and the sale of certain distribution
rights. In connection with our review of capital needs and costs, we have
entered into an agreement with an independent third party to sell substantially
all completed feature films produced over the period 1997 - 2000. Films under
the agreement are sold at our cost and no revenue or expense from the initial
sale of the films is recognized. We distribute these films and maintain an
option to reacquire the films at fair value, based on a formula considering the
remaining estimated total gross revenues, net of costs, at the time of
reacquisition. No films have been reacquired as of June 30, 2000. Following the
sale to the third-party, we accrue participations due to the third-party. As a
distributor, we have recorded, in our statement of income, the revenues received
from and operating expenses related to the films in all markets where we bear
financial risk for film performance, and, in interest, net and other expense,
certain other costs relating to the agreement.
YEAR 2000 ISSUE
During the year, we completed our efforts to minimize the risk of business
disruption associated with the Year 2000 (Y2K) issue. To date, we have not
experienced any material business disruptions or system failures as a result of
Y2K issues, nor are we aware of Y2K issues affecting our critical third party
vendors and customers that could have a significant impact on our business or
operations. However, Y2K compliance has many elements and potential
consequences, some of which may not be foreseeable or may be realized in future
periods. Consequently, there can be no assurance that unforeseen circumstances
may not arise, or that we will not in the future identify equipment, systems or
third parties which are not Y2K compliant.
The total costs related to our Y2K remediation efforts approximate $65
million, substantially all of which have been incurred as of June 30, 2000.
These costs do not include the costs of redeployed internal resources or the
costs of internally developed software or hardware which is being replaced or
developed in the normal course of business. All costs associated with our Y2K
efforts were funded through operations.
Statements concerning Y2K issues that contain more than historical
information may be considered forward-looking statements, which are subject to
risks and uncertainties. Actual results may differ materially from those
expressed in the forward-looking statements, and our Y2K discussion should be
read in conjunction with our statement on forward-looking statements which
appears below.
EURO CONVERSION
In January 1999, certain member countries of the European Union began
operating with a new common currency, the euro, which was established by fixing
conversion rates between their existing currencies and the euro. The euro may be
used in business transactions along with existing currencies until June 2002, at
which time the existing currencies will be removed from circulation. We conduct
business in member countries and accordingly continue to evaluate the effects of
the euro conversion on our European operations, principally in the music and
spirits and wine businesses. We have established processes to address the issues
raised by this currency conversion, including the impact on information
technology and other systems, currency risk, financial instruments, taxation and
competitive implications. Based upon progress to date, we believe that the
introduction of the euro and phasing out of existing currencies will not have a
material impact on our financial position or results of operations.
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
This report contains statements that are "forward-looking statements," in
that they include statements regarding the intent, belief or current
expectations of our management with respect to our future operating performance.
These forward-looking statements are made pursuant to the safe harbor provisions
of the Private Securities Litigation Reform Act of 1995. All statements that
express forecasts, expectations and projections with respect to future matters,
including the launching or prospective development of new business initiatives
and products, anticipated music or motion picture releases, Internet or theme
park projects, euro conversion
29
<PAGE> 31
and "Year 2000" remediation efforts and anticipated cost savings or synergies
are forward-looking statements within the meaning of the Act. Such
forward-looking statements are not guarantees of future performance. Actual
results may differ materially from our forward-looking statements as a result of
certain risks and uncertainties, many of which are outside of our control,
including but not limited to:
- Changes in global and localized economic and political conditions, which
may affect attendance and spending at our theme parks, purchases of our
consumer products and the performance of our filmed entertainment
operations.
- Changes in financial and equity markets, including significant interest
rate and foreign currency rate fluctuations, which may affect our access
to, or increase the cost of financing for our operations and investments.
- Increased competitive product and pricing pressures and unanticipated
actions by competitors that could impact our market share, increase
expenses and hinder our growth potential.
- Changes in consumer preferences and tastes, which may affect all our
business segments.
- Adverse weather conditions or natural disasters, such as hurricanes and
earthquakes, which may, among other things, impair performance at our
theme parks in California, Florida and Spain.
- Legal and regulatory developments, including changes in accounting
standards, taxation requirements, such as the impact of excise tax
increases with respect to the spirits and wine business, and
environmental laws.
- Technological developments that may affect the distribution of our
products or create new risks to our ability to protect our intellectual
property rights.
- The uncertainties of litigation and other risks and uncertainties
detailed from time to time in our filings with the Securities and
Exchange Commission.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to changes in financial market conditions in the normal
course of business because we conduct business in many foreign currencies and
engage in ongoing investing and funding activities in many countries. Market
risk is the uncertainty to which future earnings or asset/liability values are
exposed due to operating cash flows denominated in foreign currencies and
various financial instruments used in the normal course of operations. We have
established policies, procedures and internal processes governing management of
market risks and the use of financial instruments to manage our exposure to such
risks.
We are also exposed to changes in interest rates primarily as a result of
our borrowing and investing activities that include short-term investments and
borrowings and long-term debt used to maintain liquidity and fund business
operations. We continue to utilize U.S. dollar-denominated commercial paper and
bank borrowings to fund seasonal working capital requirements in the United
States and Canada and also borrow in different currencies from other sources to
meet the borrowing needs of our affiliates.
The nature and amount of our long-term and short-term debt can be expected
to vary as a result of future business requirements, market conditions and other
factors.
Operating cash flows denominated in foreign currency as a result of our
international business activities and certain of its borrowings are exposed to
changes in foreign exchange rates. We continually evaluate our foreign currency
exposure (primarily the British pound, euro, Canadian dollar and Japanese yen),
based on current market conditions and the business environment. In order to
mitigate the effect of foreign currency risk, we engage in hedging activities.
The magnitude and nature of such hedging activities are explained in Note 6 to
the financial statements.
We employ a variance/covariance approach in our calculation of Value at
Risk (VaR), which measures the potential losses in fair value or earnings that
could arise from changes in market conditions, using a 95 percent confidence
level and assuming a one-day holding period. The VaR, which is the potential
loss in
30
<PAGE> 32
fair value, attributable to those interest rate sensitive exposures associated
with our exposure to interest rates at June 30, 2000 was $41 million. This
exposure is primarily related to long-term debt with fixed interest rates. The
VaR, which is the potential loss in earnings associated with our exposure to
foreign exchange rates, primarily to hedge cash flow exposures denominated in
foreign currencies, was $3 million at June 30, 2000. These exposures include
intercompany trade accounts, service fees, intercompany loans and third party
debt. We are subject to other foreign exchange market risk exposure as a result
of non-financial instrument anticipated foreign currency cash flows which are
difficult to reasonably predict, and have therefore not been included in the
Company's VaR calculation.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See Index to Financial Statements on page 58.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
31
<PAGE> 33
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following table contains the principal occupation and certain other
information about Seagram's board of directors, based on information obtained
from each director. All directors have been engaged in the occupation or
employment described immediately next to their names for more than five years,
except where indicated.
<TABLE>
<CAPTION>
DIRECTOR
NAME AGE PRINCIPAL OCCUPATION AND OTHER INFORMATION SINCE
---- --- ------------------------------------------ --------
<S> <C> <C> <C>
Edgar M. Bronfman.................... 71 Chairman of the Board of Seagram................. 1955
The Honourable Charles R. Bronfman,
P.C., C.C. ........................ 69 Co-Chairman of the Board and Chairman of the
Executive Committee of Seagram. Mr. Bronfman is
also Chairman of Koor Industries Ltd. ........... 1958
Edgar Bronfman, Jr. ................. 45 President and Chief Executive Officer of Seagram.
Mr. Bronfman is also a director of USA Networks,
Inc. ............................................ 1988
Samuel Bronfman II................... 47 President of Chateau & Estate Wines Company (a
division of JES) and, since July 1998, Chairman
of The Seagram Beverage Company (a division of
JES)............................................. 1991
Stephen R. Bronfman.................. 36 Chairman of Claridge SRB Investments Inc. (a
private holding company) since 1998. From July
1995 to March 1999, he was the Deputy Chairman of
Netstar Communications Inc. Previously, he was an
executive with Claridge Properties Ltd........... 1999
Matthew W. Barrett, O.C.............. 56 Group Chief Executive of Barclays PLC (a
financial institution) since October 1, 1999.
From February to July 1999, he was Chairman of
the Board of Bank of Montreal prior to which he
was also Chief Executive Officer. Mr. Barrett is
also a director of Barclays Bank PLC and Molson
Inc.............................................. 1995
Laurent Beaudoin, C.C................ 62 Chairman of the Board and Chairman of the
Executive Committee of Bombardier Inc. (a
transportation, aerospace and motorized products
company) since February 1, 1999. Previously, he
was also Chief Executive Officer of Bombardier
Inc. ............................................ 1997
Cornelis Boonstra.................... 62 Chairman of the Board of Management and President
of Koninklijke Philips Electronics N.V.
("Philips") (an electronics company) since
October 1996. From June 1, 1994, he was Executive
Vice President of Philips and, from July 1, 1994
until April 1, 1995, he was also President and
Chief Executive Officer of Philips Lighting
Holding B.V. Mr. Boonstra is also a director of
Hunter Douglas International, N.V., Koninklijke
Ahdd N.V., Sara Lee/DE N.V. and NBM-Amstelland
N.V. ............................................ 1998
</TABLE>
32
<PAGE> 34
<TABLE>
<CAPTION>
DIRECTOR
NAME AGE PRINCIPAL OCCUPATION AND OTHER INFORMATION SINCE
---- --- ------------------------------------------ --------
<S> <C> <C> <C>
Richard H. Brown..................... 53 Chairman of the Board and Chief Executive Officer
of Electronic Data Systems Corporation (an
information technology company) since January 1,
1999. From July 1996 to December 1998 he was
Chief Executive of Cable and Wireless plc. From
May 1995 to July 1996 he served as President and
Chief Executive Officer of H & R Block, Inc. and
from January 1993 to April 1994 he was Vice
Chairman of Ameritech Corporation. Mr. Brown is
also a director of Home Depot Inc. .............. 1997
Andre Desmarais...................... 43 President and Co-Chief Executive Officer of Power
Corporation of Canada (a holding and management
company) and Deputy Chairman of Power Financial
Corporation since May 1996. From May 1994 to May
1996 he was Chairman of Power Pacific Corporation
Limited. Previously, he was President and Chief
Operating Officer of Power Corporation of Canada.
Mr. Desmarais is also a director of Audiofina
S.A., Bombardier Inc., CLT-UFA, Citic Pacific
Limited, Groupe Bruxelles-Lambert S.A.,
Great-West Lifeco Inc., The Great-West Life
Assurance Company, Investors Group Inc., London
Insurance Group Inc. and Pargesa Holding S.A. ... 1997
Barry Diller......................... 58 Chairman and Chief Executive Officer of USA
Networks, Inc. (a diversified media and
electronic commerce company) or its predecessors
since August 1995. Mr. Diller is also a director
of Ticketmaster Online-CitySearch, Inc. and The
Washington Post Company.......................... 1998
Michele J. Hooper.................... 49 Corporate Director since July 2000. Previously
she was President and Chief Executive Officer of
Voyager Expanded Learning (an educational
development company) from August 1999 to July
2000. From July 1998 to November 1998 she was
President and Chief Executive Officer of
Stadtlander Drug Co., Inc. From November 1992 to
June 1998 she served as Corporate Vice President
of Caremark International Inc. She also served as
President of the International Business Group of
Caremark International Inc. from November 1992 to
June 1998. Ms. Hooper is also a director of PPG
Industries and Target Corporation................ 1996
David L. Johnston, C.C. ............. 59 President of University of Waterloo (an
educational institution) since July 1999. From
July 1994 to June 1999 he was Professor of Law at
McGill University. Previously, he was also
Principal and Vice-Chancellor. Mr. Johnston is
also a director of CT Financial Services Inc.,
Emco Limited, The CGI Group Inc and Lifestyle
Furnishings International Ltd. .................. 1987
</TABLE>
33
<PAGE> 35
<TABLE>
<CAPTION>
DIRECTOR
NAME AGE PRINCIPAL OCCUPATION AND OTHER INFORMATION SINCE
---- --- ------------------------------------------ --------
<S> <C> <C> <C>
Marie-Josee Kravis, O.C. ............ 51 Senior Fellow of Hudson Institute Inc. (a
non-profit economics research institute) since
March 1994. Previously, she was Executive
Director of The Hudson Institute of Canada Inc.
Mrs. Kravis is also a director of Canadian
Imperial Bank of Commerce, Compagnie UniMedia
Inc., Hasbro, Inc., Hollinger International Inc.,
Ford Motor Company and StarMedia Network,
Inc. ............................................ 1985
Samuel Minzberg...................... 51 President and Chief Executive Officer of Claridge
Inc. (a management company) since January 1,
1998. Previously, he was a partner and Chairman
of the Montreal office of Goodman Phillips &
Vineberg (attorneys). Mr. Minzberg is also a
director of Koor Industries Ltd., Reitmans
(Canada) Limited and USA Networks, Inc. and is of
counsel to the Montreal office of Goodman
Phillips & Vineberg.............................. 1998
John S. Weinberg..................... 43 Managing Director of Goldman, Sachs & Co.
(investment bankers) since December 1996.
Previously, he was a general partner of Goldman,
Sachs & Co. ..................................... 1995
</TABLE>
Set forth below is certain information with respect to our executive
officers.
<TABLE>
<CAPTION>
TITLE AND OTHER OFFICE HELD
NAME AGE INFORMATION SINCE
---- --- --------------- -----------
<S> <C> <C> <C>
Edgar M. Bronfman.................... 71 Chairman of the Board and Director............. 1975
Charles R. Bronfman.................. 69 Co-Chairman of the Board, Chairman of the
Executive Committee and Director............... 1986
Edgar Bronfman, Jr. ................. 45 President, Chief Executive Officer and
Director....................................... 1994
John D. Borgia....................... 52 Executive Vice President, Human Resources since
May 1995. Previously, he was Senior Vice
President, Human Resources in Administration,
Bristol-Myers Squibb Pharmaceutical Group...... 1993
Tod R. Hullin........................ 57 Executive Vice President, Corporate
Communications and Public Policy since June
2000. From November 1998 to May 2000, he was
Senior Vice President, Corporate Communications
and Public Affairs. Previously, he was Senior
Vice President, Communications and Public
Affairs, Time Warner, Inc...................... 2000
Brian C. Mulligan.................... 41 Executive Vice President and Chief Financial
Officer since January 2000. From July 1, 1999
to December 1999 he was Chairman of the
Universal Motion Picture Group. From November
1, 1998 to June 1999 he was Executive Vice
President Operations and Finance of Universal
Studios, Inc. From January 1997 to October 1998
he was Senior Vice President Corporate Business
Development and Strategic Planning of Universal
Studios, Inc. Previously he was Vice President
Corporate Development of Universal Studios,
Inc............................................ 2000
</TABLE>
34
<PAGE> 36
<TABLE>
<CAPTION>
TITLE AND OTHER OFFICE HELD
NAME AGE INFORMATION SINCE
---- --- --------------- -----------
<S> <C> <C> <C>
Daniel R. Paladino................... 57 Executive Vice President, Legal and
Environmental Affairs since October 1996.
Previously, he was Vice President, Legal and
Environmental Affairs.......................... 1996
Kevin Conway......................... 52 Senior Vice President, Tax since January 2000.
Previously he was Vice President, Taxes and
Chief Tax Officer of United Technologies
Corporation.................................... 2000
Frank Mergenthaler................... 39 Senior Vice President of Finance and Chief
Accounting Officer since September 1, 2000.
From April 2000 to August 2000, he was Vice
President, Controller and Chief Accounting
Officer. From July 1997 to March 2000 he was
Vice President, Controller for Joseph E.
Seagram & Sons, Inc. From January 1996 to June
1997 he was Assistant Treasurer, International
of Joseph E. Seagram & Sons, Inc. Previously he
was a Partner at Price Waterhouse since
1995........................................... 2000
John R. Preston...................... 53 Senior Vice President of Treasury and Strategic
Planning since September 1, 2000. From June
1998 to August 2000, he was Vice President and
Treasurer. From January 1997 to June 1998, he
was Vice President, Finance. Previously, he was
Reengineering Financial Management/Post Merger
Integration Team Leader........................ 2000
Michael C. L. Hallows................ 59 Secretary...................................... 1979
</TABLE>
Our Board of Directors chooses our executive officers annually. Once
chosen, these executive officers hold office until they resign, are removed or
otherwise become disqualified to serve.
35
<PAGE> 37
ITEM 11. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
This table shows the compensation of Seagram's Chief Executive Officer and
each of Seagram's five other most highly compensated executive officers with
respect to the fiscal years ended June 30, 2000, June 30, 1999 and June 30,
1998.
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
------------------------------------ ------------------------------------
AWARDS PAYOUTS
-------------------------- -------
OTHER RESTRICTED SECURITIES
ANNUAL STOCK UNDERLYING LTIP
SALARY BONUS COMPENSATION AWARD OPTIONS/ SARS PAYOUTS
NAME AND PRINCIPAL POSITION YEAR (U.S.$) (U.S.$) (U.S.$) (#) (#) (U.S.$)
--------------------------- ------------- --------- --------- ------------ ---------- ------------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Edgar M. Bronfman............... June 30, 2000 825,006 1,237,500 355,274(2) 0 0 0
Chairman of the Board June 30, 1999 812,505 750,750 276,642 0 80,000 0
of Seagram and of JES June 30, 1998 750,000 750,000 370,083 0 80,000 0
Charles R. Bronfman............. June 30, 2000 659,997 990,000 63,132(3) 0 69,200 0
Co-Chairman of the Board of June 30, 1999 649,998 600,600 125,984 0 69,200 0
Seagram and of JES and June 30, 1998 600,000 600,000 66,684 0 69,200 0
Chairman of the Executive
Committee of Seagram
Edgar Bronfman, Jr.............. June 30, 2000 1,000,000 6,000,000 38,068 0 650,000 0
President and Chief Executive June 30, 1999 1,000,000 2,730,000 31,458 0 1,500,000 0
Officer of Seagram and of JES June 30, 1998 1,000,000 3,000,000 30,289 0 0 0
Brian C. Mulligan(4)............ June 30, 2000 1,124,583 2,500,000 22,559(5) 0 600,000 0
Executive Vice President and
Chief Financial Officer of
Seagram and of JES
John D. Borgia.................. June 30, 2000 526,680 742,500 20,715(6) 0 225,000 0
Executive Vice President, June 30, 1999 480,000 393,120 312,981 0 75,000 0
Human Resources of June 30, 1998 442,674 360,000 307,469 0 150,000 0
Seagram and of JES
Robert W. Matschullat(7)........ June 30, 2000 1,000,000 2,341,500 39,854(8) 0 0 0
Formerly Vice Chairman and June 30, 1999 1,000,000 2,068,200 26,296 0 0 0
Chief Financial Officer of June 30, 1998 920,015 2,250,000 9,934 0 1,500,000 0
Seagram and of JES
<CAPTION>
ALL
OTHER
COMPENSATION(1)
NAME AND PRINCIPAL POSITION (U.S.$)
--------------------------- ---------------
<S> <C>
Edgar M. Bronfman............... 21,964
Chairman of the Board 21,841
of Seagram and of JES 111,206
Charles R. Bronfman............. 0
Co-Chairman of the Board of 0
Seagram and of JES and 0
Chairman of the Executive
Committee of Seagram
Edgar Bronfman, Jr.............. 8,363
President and Chief Executive 8,370
Officer of Seagram and of JES 18,929
Brian C. Mulligan(4)............ 5,760
Executive Vice President and
Chief Financial Officer of
Seagram and of JES
John D. Borgia.................. 6,120
Executive Vice President, 5,760
Human Resources of 1,125
Seagram and of JES
Robert W. Matschullat(7)........ 4,300
Formerly Vice Chairman and 5,760
Chief Financial Officer of 1,125
Seagram and of JES
</TABLE>
---------------
(1) Reflects the aggregate value of the contributions by Seagram's subsidiaries
under the Retirement Savings and Investment Plan for Employees of JES and
Affiliates and the current dollar value benefit of the premiums paid under
the JES Insurance and Salary Continuation Programs.
(2) Other annual compensation for the 2000 fiscal year includes U.S.$87,471 for
financial counseling services.
(3) Other annual compensation for the 2000 fiscal year includes U.S.$19,355
imputed income on Seagram's payment of group life insurance premiums.
(4) Mr. Mulligan became Executive Vice President and Chief Financial Officer of
Seagram and of JES on January 1, 2000.
(5) Other annual compensation for the 2000 fiscal year includes U.S.$1,437
imputed income on Seagram's payment of group life insurance premiums.
(6) Other annual compensation for the 2000 fiscal year includes U.S.$2,721
imputed income on Seagram's payment of group life insurance premiums.
(7) Mr. Matschullat was Vice Chairman of Seagram and of JES until May 31, 2000
and Chief Financial Officer of Seagram and of JES until December 31, 1999.
(8) Other annual compensation for the 2000 fiscal year includes U.S.$5,033
imputed income on Seagram's payment of group life insurance premiums.
36
<PAGE> 38
OPTION/SAR GRANTS IN 2000 FISCAL YEAR
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES % OF TOTAL
UNDERLYING OPTIONS/ SARS EXERCISE
OPTIONS/ SARS GRANTED TO OR BASE
GRANTED EMPLOYEES IN PRICE EXPIRATION 0%
NAME (#) FISCAL YEAR (U.S.$) DATE (U.S.$)
---- ------------- ------------- -------- ----------------- -------
<S> <C> <C> <C> <C> <C>
Edgar M. Bronfman............ 0 N/A N/A N/A N/A
Charles R. Bronfman.......... 69,200(1) 1% 61.4375 February 14, 2010 0
Edgar Bronfman, Jr........... 650,000(1) 7% 61.4375 February 14, 2010 0
Brian C. Mulligan............ 500,000(2) 5% 47.0938 November 2, 2009 0
100,000(1) 1% 61.4375 February 14, 2010 0
John D. Borgia............... 225,000(1) 2% 61.4375 February 14, 2010 0
Robert W. Matschullat........ 0 N/A N/A N/A N/A
All Shareholders(3).......... 0
Gain to Named Executive
Officers as a Percentage of
Gain to all Shareholders... 0%
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES
OF STOCK PRICE APPRECIATION
FOR OPTION TERM
5% 10%
NAME (U.S.$) (U.S.$)
---- -------------- --------------
<S> <C> <C>
Edgar M. Bronfman............ N/A N/A
Charles R. Bronfman.......... 2,673,729 6,775,760
Edgar Bronfman, Jr........... 25,114,505 63,645,140
Brian C. Mulligan............ 14,808,500 37,527,700
3,863,770 9,791,560
John D. Borgia............... 8,693,483 22,031,010
Robert W. Matschullat........ N/A N/A
All Shareholders(3).......... 15,948,242,676 40,415,981,594
Gain to Named Executive
Officers as a Percentage of
Gain to all Shareholders... 0% 0%
</TABLE>
---------------
(1) Options to purchase shares were granted on February 15, 2000 and become
exercisable in equal installments over a three-year period beginning on the
first anniversary of the date of grant.
(2) Options to purchase shares were granted on November 3, 1999 and become
exercisable in equal installments over a five-year period that began on
January 1, 2000.
(3) The potential realizable gain to all shareholders is calculated based on
437,226,845 shares outstanding and a fair market value of U.S.$58.00 per
share on June 30, 2000.
AGGREGATED OPTION/SAR EXERCISES IN 2000 FISCAL YEAR AND
FISCAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
SHARES UNDERLYING UNEXERCISED IN-THE-MONEY
ACQUIRED ON VALUE OPTIONS/SARS AT OPTIONS/SARS AT
EXERCISE REALIZED FISCAL YEAR-END FISCAL YEAR-END
NAME (#) (U.S.$) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
---- ----------- ---------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
Edgar M. Bronfman.......... 115,600 4,822,635 696,601/ 79,999 18,612,664/ 1,089,146
Charles R. Bronfman........ 0 0 592,301/ 138,399 15,796,183/ 942,109
Edgar Bronfman, Jr......... 99,600 3,278,058 3,686,000/2,050,000 99,346,755/30,180,095
Brian C. Mulligan.......... 0 0 185,949/ 623,331 2,559,373/ 6,304,205
John D. Borgia............. 10,400 293,557 322,900/ 325,000 7,515,231/ 1,537,495
Robert W. Matschullat...... 0 0 1,195,500/ 900,000 22,121,439/14,109,330
</TABLE>
PENSION, BENEFIT EQUALIZATION, RETIREMENT SALARY CONTINUATION AND SEVERANCE
PLANS
Pension Plan
Seagram, through JES, maintains a pension plan for employees (including
Edgar M. Bronfman, Charles R. Bronfman, Edgar Bronfman, Jr., Brian C. Mulligan,
John D. Borgia and other officers) of JES and certain other U.S. subsidiaries.
The pension plan was amended on January 1, 1999 to migrate from a final average
pay plan to a new retirement account design in which JES applies annual
contribution credits as a percent of pay and annual fixed interest rate credits
to participants' account balances. JES also maintains an executive supplemental
pension plan to provide additional payments on an unfunded basis to certain
managers and executives (including Edgar M. Bronfman, Charles R. Bronfman, Edgar
Bronfman, Jr., Brian C. Mulligan, John D. Borgia and other officers). Beginning
in the year after any pension plan participant who is also a beneficial owner of
5% of the subject company has reached the age of 70 1/2, distributions with
respect to JES's qualified pension plan are required to be made to the
participant under the Internal Revenue Code of
37
<PAGE> 39
1986. In accordance with that requirement, Edgar M. Bronfman received his first
pension distribution of U.S.$11,082 in April 2000.
Benefit Equalization Plan
A benefit equalization plan provides for additional payments on an unfunded
basis for certain senior executives of JES, including Edgar M. Bronfman, Charles
R. Bronfman, Edgar Bronfman, Jr., and John D. Borgia.
Senior executive employees participating in this plan are granted credit
for one year of additional service (up to a maximum of 15 years) for each year
of actual service, up to a combined aggregate of 35 years of service (up to 40
years under certain circumstances), if such employees have attained the age of
65 (or earlier under certain circumstances) and have accumulated at least ten
years of service for purposes of the pension plan.
The following table shows the estimated annual pension benefits (calculated
on a straight-life basis) payable on retirement to eligible employees at or
after age 65. Benefits are shown using an average compensation which is
calculated using the five most highly compensated years during the last ten
years of employment.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
FIVE-YEAR AVERAGE ANNUAL PENSION FOR REPRESENTATIVE
FINAL COMPENSATION YEARS OF CONTINUOUS SERVICE
------------------ -----------------------------------------------------
5 10 20 30 40
------------------ ------- ------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
U.S.$ 800,000 60,000 120,000 240,000 359,000 479,000
1,200,000 90,000 180,000 360,000 539,000 719,000
1,600,000 120,000 240,000 480,000 719,000 959,000
2,000,000 150,000 300,000 600,000 899,000 1,199,000
2,400,000 180,000 360,000 720,000 1,079,000 1,439,000
2,800,000 210,000 420,000 840,000 1,259,000 1,679,000
3,200,000 240,000 480,000 960,000 1,439,000 1,919,000
3,600,000 270,000 540,000 1,080,000 1,619,000 2,159,000
4,000,000 300,000 600,000 1,200,000 1,799,000 2,399,000
4,400,000 330,000 660,000 1,320,000 1,979,000 2,639,000
4,800,000 360,000 720,000 1,440,000 2,159,000 2,879,000
</TABLE>
At June 30, 2000, Edgar M. Bronfman was credited with 40 years (the maximum
years permitted under the benefit equalization plan), Charles R. Bronfman was
credited with 42 months, Edgar Bronfman, Jr. was credited with 18 years and John
D. Borgia was credited with five years for purposes of the benefit equalization
plan.
JES has agreed with John D. Borgia that upon his retirement, the total
yearly pension payable to him shall not be less than the sum of U.S.$30,000
multiplied by the number of years (or portion of years) of his continuous
service with Seagram, up to the maximum benefit that would be payable to him
under the terms of the pension plan and the benefit equalization plan or
replacement plans at age 60.
JES has agreed with Robert W. Matschullat that when he reaches age 60 he
will receive an annual pension benefit of U.S.$50,000 multiplied by the number
of years (or portion of years) of his actual service to Seagram.
RETIREMENT SALARY CONTINUATION PLAN
JES maintains a program that provides retirement salary continuation
benefits for Edgar M. Bronfman and Edgar Bronfman, Jr. and certain other
executives of JES. If a participant retires after the age of 55 with
38
<PAGE> 40
ten or more years of service, he will receive an amount payable annually for ten
years of up to 35% of the sum of his base salary in the last year of employment
plus the highest management incentive award previously received. As of 1988, no
new participants are being accepted into this program and, subject to the terms
of the program, existing participants will receive payments based on their
compensation levels at January 31, 1988.
OTHER RETIREMENT PLANS
Joseph E. Seagram & Sons, Limited, a Canadian subsidiary of Seagram,
maintains registered pension, unfunded pension and post-retirement consulting
plans for certain of Seagram's executive employees, including Charles R.
Bronfman. These plans are substantially equivalent to the pension, benefit
equalization and retirement salary continuation plans of JES. As of 1988, no new
participants are being accepted into the post-retirement consulting plan and,
subject to the terms of the program, existing participants will receive payments
based on their compensation levels at January 31, 1988. The estimated aggregate
annual pension benefits payable at normal retirement age, at or after age 60,
under the registered and unfunded plans are shown below. The benefits shown use
an average salary and cash bonus which is calculated using the five most highly
compensated years of the last ten years of employment.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
ANNUAL PENSION FOR REPRESENTATIVE
YEARS OF CONTINUOUS SERVICE
FIVE-YEAR AVERAGE -----------------------------------------------------------
FINAL COMPENSATION 5 10 20 30 40 50
------------------ ------- ------- ------- ------- ------- ---------
(CANADIAN DOLLARS)
<S> <C> <C> <C> <C> <C> <C> <C>
$ 600,000 90,000 180,000 270,000 360,000 405,000 450,000
800,000 120,000 240,000 360,000 480,000 540,000 600,000
1,000,000 150,000 300,000 450,000 600,000 675,000 750,000
1,200,000 180,000 360,000 540,000 720,000 810,000 900,000
1,400,000 210,000 420,000 630,000 840,000 945,000 1,050,000
</TABLE>
At June 30, 2000, Charles R. Bronfman was credited with 35 years of service
for purposes of the registered pension plan (the maximum years permitted by such
plan) and 46 years of service for purposes of the unfunded pension plan.
SEVERANCE PLAN
JES maintains a severance pay plan for certain non-union employees of JES
and certain of its U.S. subsidiaries, including Edgar M. Bronfman, Charles R.
Bronfman and Edgar Bronfman, Jr. The named executives are entitled to receive
benefits under the severance pay plan only if their employment is terminated due
to a permanent and complete closing of a location, a job elimination, or a
failure to consistently perform at a level that meets minimum acceptable
requirements. The severance pay plan provides benefits to eligible employees
equal to one-twelfth of their annual rate of base salary for each year of
service, subject to a maximum amount. The maximum period of time over which
benefits may be provided under the severance pay plan is 24 months.
EMPLOYMENT AND CONSULTING AGREEMENTS
EDGAR BRONFMAN, JR.
Seagram has entered into a termination protection agreement with Edgar
Bronfman, Jr., its president and chief executive officer. See "Termination
Protection Agreements" below for a summary of the payments and benefits under
this agreement. Additionally, Seagram has agreed to enter into an employment
agreement with Mr. Bronfman that will be guaranteed by Vivendi Universal. The
employment agreement will have a four-year term beginning at the effective time
of the arrangement and will automatically be extended for additional one-year
periods unless Seagram or Mr. Bronfman provides 120 days' written notice of
termination prior to the next extension date. The agreement provides that Mr.
Bronfman will be the sole vice chairman of Vivendi
39
<PAGE> 41
Universal and Seagram, and will report to Vivendi Universal's chairman, who will
be the only executive senior to Mr. Bronfman. Mr. Bronfman's duties under the
employment agreement will include primary responsibility for music and spirits
and wine. In addition, the operating head(s) of Vizzavi, Vivendi Net and other
Internet investments and activities will report directly to Mr. Bronfman
Under the employment agreement, Mr. Bronfman will continue to receive an
annual base salary of U.S.$1,000,000 and have an annual target bonus equal to
300% of his base salary payable upon achievement of annual performance targets.
However, Mr. Bronfman will receive a minimum annual bonus of U.S.$2,000,000 for
the first two years of the agreement. Mr. Bronfman will also participate in all
Vivendi Universal and Seagram employee benefit plans at the levels afforded to
other senior executives of Vivendi Universal, but not less than the levels
currently afforded to Mr. Bronfman by Seagram, and will receive additional
perquisites. At the beginning of the term of the agreement, Vivendi Universal
will grant Mr. Bronfman options to purchase 500,000 Vivendi Universal ADSs, and
the chairman of Vivendi Universal will recommend that the compensation committee
grant Mr. Bronfman options to purchase an additional 500,000 Vivendi Universal
ADSs at the compensation committee's first meeting after the effective time of
the arrangement. The exercise price for those options will be the fair market
value of the Vivendi Universal ADSs on the date of grant. The options will vest
and become exercisable in equal annual installments on each of the first three
anniversaries of the effective time of the arrangement, subject to Mr.
Bronfman's continued employment. Mr. Bronfman will also be entitled to future
option grants at the discretion of the compensation committee consistent with
those awarded to Vivendi Universal's other senior executives.
If Mr. Bronfman's employment is terminated by Vivendi Universal or Seagram
(including by a failure to extend the employment agreement) other than for
"cause" or by Mr. Bronfman for "good reason," in each case generally as defined
in his termination protection agreement, which is described under "Termination
Protection Agreements," Mr. Bronfman will be entitled to the severance benefits
provided under the termination protection agreement. However, if Mr. Bronfman
terminates his employment for good reason based solely on his right to resign
during the thirteenth month following the effective time of the arrangement, the
new options granted under the employment agreement will not accelerate.
Seagram will also indemnify Mr. Bronfman to the fullest extent permitted by
applicable law and will provide him with customary directors' and officers'
liability insurance. Amounts payable to Mr. Bronfman will be increased in the
event he becomes subject to any U.S. excise tax upon a subsequent change of
control or to any French tax.
BRIAN C. MULLIGAN
Seagram has entered into an employment agreement with Brian C. Mulligan,
its Executive Vice President and Chief Financial Officer. The employment
agreement has a five-year term, and provides for an annual base salary of
U.S.$1,000,000 and participation in all benefit plans and arrangements generally
applicable to Seagram senior executives. His target annual cash incentive bonus
for the fiscal year ended June 30, 2000 was U.S.$1.1 million and his target
bonus for each fiscal year through June 30, 2004 will be U.S.$1.5 million, plus
certain cost of living-based adjustments. His bonus amount for the six-month
final period of his employment term will equal the target bonus for the last
fiscal year ending June 30, 2004, plus those adjustments. Mr. Mulligan was
guaranteed a minimum bonus for the fiscal year ended June 30, 2000 of
U.S.$737,500 and will be guaranteed a minimum annual bonus each full fiscal year
thereafter of one-half of his annual target bonus amount. He also received a
discretionary supplemental bonus of U.S.$500,000 payable on September 1, 2000.
On November 3, 1999, Mr. Mulligan was granted options to purchase 500,000
Seagram common shares, which become exercisable in five equal annual
installments beginning January 1, 2000 and expire ten years from the date of
grant unless terminated earlier upon the occurrence of certain events. Under the
terms of his employment agreement, Seagram will recommend that the Human
Resources Committee of Seagram's board of directors grant Mr. Mulligan options
to purchase 100,000 Seagram common shares per year during his employment term,
beginning in fiscal year 2000.
40
<PAGE> 42
If Mr. Mulligan terminates his employment with "good reason," as defined in
the contract, or Seagram terminates his employment without "cause" as defined in
the contract, (i) all options held by him will become exercisable in full; (ii)
he will be entitled to receive a discounted lump sum payment of all accrued and
unpaid salary and bonus, any unpaid supplemental bonus, his base salary and 100%
of each remaining annual bonus target payable through the expiration of his
original employment term (or if longer, 12 months); and (iii) he will be
entitled to continuation of medical coverage until the earlier of the date he
obtains new employment, or the original expiration date of the term (or if
later, 12 months after termination of his employment).
The employment agreement also provides for certain payments and benefits
if, within three years following a change of control of Seagram, as defined in
the employment agreement, Mr. Mulligan terminates his employment with good
reason, Seagram terminates his employment without cause, or his employment is
terminated in anticipation of a change of control that subsequently occurs. See
"Termination Protection Agreements" below for a summary of these payments and
benefits.
JOHN D. BORGIA
Seagram has entered into an employment agreement with John D. Borgia, its
Executive Vice President, Human Resources. The employment agreement has a
three-and-one-half-year term beginning January 1, 2000. Mr. Borgia's employment
agreement provides that he is paid an annual base salary of U.S.$550,000 during
the first year of his employment with U.S.$25,000 annual increases thereafter.
Mr. Borgia participates in all benefit plans and arrangements generally
applicable to Seagram senior executives. He also has the opportunity to earn an
annual cash incentive bonus for each fiscal year ending during his employment
term equal to a target amount of 90% of his annual base salary. On February 15,
2000, Mr. Borgia was granted options to purchase 225,000 Seagram common shares,
which become exercisable in three equal annual installments beginning on the
first anniversary of the date of grant. Under the terms of his employment
agreement, Mr. Borgia will also be considered for a grant of options in 2003.
If Seagram terminates Mr. Borgia's employment without cause, as defined in
the contract, (i) all options held by him will become exercisable in full, and
(ii) he will be entitled to receive all accrued and unpaid salary and bonus; his
base salary and 100% of each remaining annual bonus target payable through the
expiration of his original employment term; and continuation of medical, dental,
life and disability insurance coverage in effect for senior executive officers
until the earlier of the date he obtains new employment, or the original
expiration date of his employment term. The foregoing benefits will not be
provided in the event Mr. Borgia's employment is terminated without cause in
relation to a change of control of Seagram. In that case, he is entitled to
receive the amounts provided under his termination protection agreement as
described below under "Termination Protection Agreements."
ROBERT W. MATSCHULLAT
In connection with his previous employment as Vice Chairman and Chief
Financial Officer and a director of Seagram, Robert W. Matschullat and Seagram
entered into an amended and restated employment agreement dated November 1,
1999. The employment agreement provided that Mr. Matschullat would continue as
Chief Financial Officer of Seagram until December 31, 1999 and as Vice Chairman
and a director of Seagram through May 31, 2000, at an annual salary rate of
U.S.$1 million. Thereafter, Mr. Matschullat agreed to continue his employment as
an advisor to Seagram through March 31, 2001 at a salary of U.S.$20,000 per
month. He has received an annual bonus of U.S.$2,341,500 for the fiscal year
ended June 30, 2000. Mr. Matschullat will be paid all annual bonus amounts
deferred by him, in addition to any earnings on those bonus amounts in
accordance with applicable deferral arrangements, in eight installments
beginning on July 1, 2005. Mr. Matschullat will participate in all benefit plans
and arrangements generally applicable to Seagram senior executives through March
31, 2001, except that his medical, dental and life insurance benefits will
continue until the earlier of June 30, 2002, or the date he becomes eligible for
coverage with a new employer.
If Mr. Matschullat terminates his employment or dies, or Seagram terminates
his employment at the end of the employment term or upon his obtaining other
employment, he will be entitled to receive: (i) all accrued
41
<PAGE> 43
and unpaid salary, bonus or other compensation otherwise payable under his
employment agreement; (ii) a lump sum payment of U.S.$6,683,000; (iii) continued
medical, dental and life insurance coverage; and (iv) a lifetime pension of not
less than U.S.$50,000 per year, times his years of service with Seagram, with
payments beginning at age 60.
TERMINATION PROTECTION AGREEMENTS
Under the terms of termination protection agreements currently in effect
between Seagram and some of its executive officers and other senior executives,
including Edgar Bronfman, Jr., Brian C. Mulligan and John D. Borgia, those
executives are entitled to severance and other benefits upon the occurrence of a
change of control followed by a termination of the executive's employment
without cause or a resignation by the executive for "good reason." The
completion of the arrangement would constitute a change of control for purposes
of the termination protection agreements. If an executive party to a termination
protection agreement is also subject to an employment or other agreement that
provides for higher payments or benefits, that agreement will control in lieu of
the termination protection agreement to the extent of those greater benefits.
In the case of the termination protection agreement with Edgar Bronfman,
Jr., good reason includes any voluntary termination by the executive during the
thirteenth month following the change of control, which will occur at the
effective time of the arrangement. In the case of the agreements with certain
other Seagram executives, good reason includes voluntary termination by the
executive during the fourteenth month following the change of control, but only
if the executive is not an executive officer of Vivendi Universal or has
experienced a diminution of title or reporting relationship or a substantial
diminution of responsibilities.
Each termination protection agreement entitles the relevant executive to
severance payments equal to (1) two times (or three times in the case of some
executives) the sum of the executive's annual base salary and target bonus in
effect on the date of the change of control or the termination date, whichever
is higher, plus (2) a pro rata portion of the executive's target bonus for the
year of termination. In addition, each agreement provides the following
additional severance payments and benefits:
- all unvested stock options outstanding on the date of a change of
control, and all options granted upon conversion or substitution of those
options, will become fully exercisable and will remain exercisable for
the period applicable to vested options under the applicable option
agreement; except that, with respect to Edgar Bronfman, Jr. only, any
termination of employment (other than for cause or by reason of death or
disability) will be treated as a retirement for purposes of options and
other stock-based plans and agreements;
- the continuation of all medical, life insurance and disability benefits
for a period of two years (or three years, in the case of some
executives) following the termination date, except that those benefits
will become secondary to any benefits granted by a new employer;
- the executive's years of service for retirement plan eligibility and
certain other purposes will be increased by two years (or three years, in
the case of some executives);
- all unfunded pension benefits will become fully vested;
- reimbursement of reasonable expenses incurred for outplacement services
during the two-year period (or three-year period, in the case of some
executives) following the executive's termination date;
- the executive will retain all rights to indemnification under applicable
law and Seagram's charter and by-laws as in effect from time to time; and
- directors' and officers' liability insurance coverage of the executive
will be maintained at the same level for a period of two years (or three
years, in the case of some executives) following the termination date.
In the event of an executive party to a termination protection agreement
becomes subject to any excise tax, the agreement entitles the executive to
payment in an amount sufficient to ensure a net after-tax benefit to the
executive that is the same as if no excise tax had been charged.
42
<PAGE> 44
The employment agreement between Seagram and Brian C. Mulligan provides for
equivalent severance payments, benefits and protections upon a change of control
as those provided in the termination protection agreements described above;
however, Mr. Mulligan's employment agreement provides that, if it would produce
a greater benefit to Mr. Mulligan, in lieu of multiplying the annual base salary
and target bonus payments by three, Mr. Mulligan will be entitled to a
discounted lump sum payment of his unpaid salary, supplemental bonus and target
bonus through the end of his employment term (or 12 months if longer) and will
be entitled to the continuation of medical coverage through the end of his
employment term (or 12 months, if longer).
REPORT ON EXECUTIVE COMPENSATION
The following report on executive compensation is provided by the Human
Resources Committee of Seagram's board of directors, which consists of
non-employee directors.
Seagram uses the guidelines and methodology described below to determine
the appropriate compensation levels for its executives. However, executive
officers covered by employment agreements may have compensation terms that
differ from the guidelines. The terms of these employment agreements can be
found above under the heading "Employment and Consulting Agreements."
Seagram periodically reviews compensation data from surveys conducted by
independent compensation consultants in order to assess and assure the market
competitiveness of its executive compensation. The comparison group from which
the data is collected comprises a broad range of Fortune 500 and similar
international companies in general industry. In the case of Seagram's Chief
Executive Officer, the comparison group comprises 12 Fortune 500 and similar
international consumer product and entertainment companies. Companies of varying
sizes engaged in the beverage alcohol and entertainment businesses, some of
which are included in the comparison group, make up the peer group included in
the performance graph; however, the Committee believes the comparison group more
accurately reflects Seagram's competitors for executive talent. Taking into
account the comparison group compensation data, the Committee determines the
various components of compensation for each executive officer. Seagram seeks to
place each executive's total compensation, including base salary, annual
incentive awards and stock option grants, at approximately the 75th percentile
of the total compensation paid for similar positions in the comparison group.
A subcommittee consisting of the following members:
Marie-Josee Kravis
Laurent Beaudoin
Richard H. Brown
Andre Desmarais
approves awards and administers the Senior Executive Short-Term Incentive Plan
and the 1996 Stock Incentive Plan described below.
The Human Resources Committee determines compensation for the executive
officers, which consists primarily of the following three components:
- salary
- annual incentive compensation
- stock-based compensation
Salary. Each executive's salary is based on the executive's
responsibilities, skills and sustained performance. Executive officers' salaries
are maintained at competitive levels within relevant labor markets and are
reviewed annually to maintain this competitive position. In the 2000 fiscal
year, Seagram targeted base salaries at the 50th to 75th percentile of the
comparison group for similar positions.
43
<PAGE> 45
Annual Incentive Compensation. Seagram pays annual incentive awards to
executive officers participating in Seagram's Senior Executive Short-Term
Incentive Plan or Seagram's Management Incentive Plan. For the 2000 fiscal year,
target awards under the Senior Executive Short-Term Incentive Plan and
Management Incentive Plan were based upon Seagram or its applicable operating
unit achieving prescribed objectives for earnings before interest, taxes,
depreciation and amortization ("EBITDA"). Under the plans, target annual
incentive awards for executive officers ranged from approximately 40% to 300% of
salary for the 2000 fiscal year. Awards under the Senior Executive Short-Term
Incentive Plan may be reduced for any reason including the Committee's
assessment of individual performance or of the financial performance of Seagram
or its operating units. Management Incentive Plan awards may be reduced or
increased based on an assessment of the individual executive's performance.
Awards to officers under the plans at the end of the 2000 fiscal year ranged
from 150% to 200% of targets. Executives may elect to receive their Management
Incentive Plan awards on a deferred basis in the form of cash or Seagram shares.
Stock-Based Compensation. Seagram's 1996 Stock Incentive Plan allows
participating executive officers and other participating employees to benefit
from appreciation in the value of Seagram common shares. Options to purchase
Seagram common shares are an important element of the total compensation
program.
Options granted under the 1996 Incentive Plan produce value for recipients
only if the price of Seagram common shares increases from the price on the grant
date. Seagram grants options to executive officers annually. The options have
ten-year terms (subject to early termination in certain circumstances) and
generally have three-year vesting periods (subject to acceleration in certain
circumstances). The 1996 Incentive Plan, however, permits the subcommittee to
grant options with different vesting periods. In determining the option grants
in a given year, Seagram generally does not take into account the amount and
terms of outstanding options held by executive officers.
Compensation for the Chief Executive Officer. For the 2000 fiscal year,
the base salary for Edgar Bronfman, Jr. remained at U.S.$1,000,000 and his
target annual incentive award was set at 300% of salary. Mr. Bronfman was
awarded 200% of his target annual incentive award under the Senior Executive
Short-Term Incentive Plan for the 2000 fiscal year.
Under the five-year equity award program renewed by the Committee in 1998,
Mr. Bronfman has the opportunity to receive stock option grants should Seagram
common shares outperform the broader market, measured at the end of each
calendar year during the five-year period. As of the end of the first year under
the renewed program, Seagram's common share performance authorized such an
award. Taking this into account, along with the Committee's judgment concerning
the Company's strategic and operating progress, the Committee granted Mr.
Bronfman an option award in February 2000 covering 650,000 common shares.
Section 162(m) of the Internal Revenue Code of 1986. Section 162(m) of the
Internal Revenue Code of 1986 limits the deductibility of certain types of
compensation in excess of U.S.$1 million paid to persons named in the Summary
Compensation Table. Seagram believes that compensation paid under the Senior
Executive Short-Term Incentive Plan and awards of stock options under Seagram's
1996 Stock Incentive Plan satisfy the requirements of Section 162(m). However,
Section 162(m) may limit Seagram's or its affiliates' ability to deduct some
other types of compensation paid to individuals named in the Summary
Compensation Table. We believe Seagram should maintain the flexibility to design
compensation strategies that can respond quickly to the marketplace and
Seagram's needs even if such compensation is not fully deductible.
HUMAN RESOURCES COMMITTEE
Marie-Josee Kravis, Chairman
Laurent Beaudoin
Richard H. Brown
Andre Desmarais
John S. Weinberg
44
<PAGE> 46
PERFORMANCE GRAPH -- COMPARISON
The following graph compares the cumulative five-year total return of
Seagram common shares with the S&P 500, the Toronto Stock Exchange 300 Composite
Index ("TSE 300") and its peer group.
The peer group comprises companies included in the S&P Beverages
(Alcoholic) Index, certain non-U.S. competitors that compete with Seagram's
beverage alcohol business and certain entertainment companies that compete with
Seagram's entertainment business. In addition to Seagram, the members of the
peer group are Allied Domecq PLC, Brown-Forman Corporation, Diageo plc, EMI
Group plc, Fox Entertainment Group, Inc., Time Warner Inc., Viacom Inc. and The
Walt Disney Company.
The returns of each company have been weighted according to their
respective market capitalization as well as the respective revenues from
Seagram's entertainment and spirits and wine business segments.
The performance graph assumes that U.S.$100 was invested on June 30, 1995
in Seagram common shares, the S&P 500, the TSE 300 and the peer group and that
all dividends were reinvested.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN AMONG
SEAGRAM VS. S&P 500, TSE 300, AND PEER GROUP
(TWELVE MONTHS ENDED JUNE 30)
VIVENDI BAR GRAPH
<TABLE>
<CAPTION>
SEAGRAM S&P 500 TSE 300 PEER GROUP
------- ------- ------- ----------
<S> <C> <C> <C> <C>
1995 100.00 100.00 100.00 100.00
1996 99.00 126.00 114.00 98.00
1997 120.00 170.00 148.00 117.00
1998 125.00 221.00 172.00 163.00
1999 156.00 271.00 167.00 182.00
2000 182.00 291.00 246.00 196.00
</TABLE>
45
<PAGE> 47
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
PRINCIPAL HOLDERS OF SHARES
As of October 23, 2000, descendants of the late Samuel Bronfman, and trusts
established for their benefit, beneficially owned directly or indirectly a total
of 106,359,757 Seagram common shares, which constituted approximately 24% of the
outstanding Seagram common shares. The holders in the following table are the
only holders that, to Seagram's knowledge, own beneficially, or exercise control
or direction over, more than 5% of the outstanding Seagram common shares of
Seagram as of October 23, 2000. Descendants of the late Samuel Bronfman also
hold options to acquire an additional 4,778,736 Seagram common shares that are
exercisable on or within 60 days of October 23, 2000.
<TABLE>
<CAPTION>
PERCENTAGE
NUMBER OF SHARES
BENEFICIAL OWNER OF SHARES OUTSTANDING
---------------- ------------ -----------
<S> <C> <C>
The Edgar Miles Bronfman Trust.............................. 60,104,604(1) 13.53%
The C. Bronfman Family Trust,
The Charles Rosner Bronfman Family Trust,
The CB Family Trust,
The Charles R. Bronfman Discretionary Trust
CRB Associates, Limited Partnership....................... 41,286,760(2) 9.29%
Koninklijke Philips Electronics N.V. ....................... 47,831,952(3) 10.77%
Capital Research and Management Company..................... 32,105,700(4) 7.23%
</TABLE>
---------------
(1) Includes 58,618,088 shares owned indirectly by The Edgar Miles Bronfman
Trust, 375 Park Avenue, New York, New York, a trust established for the
benefit of Edgar M. Bronfman and his descendants (EMBT), through its 99%
interest in Bronfman Associates, a partnership of which Edgar M. Bronfman is
the managing general partner, and 1,486,516 shares owned directly by the
PBBT/Edgar Miles Bronfman Family Trust, a trust established for the benefit
of Edgar M. Bronfman and his descendants (PBBT/EMBFT). The trustees of the
EMBT and the PBBT/EMBFT include Edgar M. Bronfman, Edgar Bronfman, Jr. and
John S. Weinberg.
(2) Includes 14,320,000 shares owned directly by The C. Bronfman Family Trust
(C.BFT), c/o Messrs. Bergman, Horowitz and Reynolds, whose address is 157
Church Street, New Haven, Connecticut, 20,364,000 shares owned by the
Charles Rosner Bronfman Family Trust (CRBFT), c/o Goodman Phillips &
Vineberg, 1501 McGill College Avenue, Montreal, Quebec, 5,000,000 shares
owned by the CB Family Trust (CBFT), c/o Codan Trust Company Limited,
Richmond House, 12 Par-La-Ville Road, Hamilton, Bermuda, and 302,760 shares
owned by The Charles R. Bronfman Discretionary Trust (CRBDT) and 1,300,000
shares owned by CRB Associates, Limited Partnership (CRB Associates), each
c/o Messrs. Bergman, Horowitz and Reynolds, 157 Church Street, New Haven,
Connecticut. The general partners of CRB Associates are the CRBFT, which
hold a 51.04% general partnership interest, and Claridge Israel LLC, which
holds a 48% general partnership interest. Stephen R. Bronfman indirectly
holds a 0.96% limited partnership interest in CRB Associates and is a
trustee of the CRBFT. The managers of Claridge Israel LLC include Charles R.
Bronfman. The members of Claridge Israel LLC are The Charles R. Bronfman
Trust (CR.BT) and The Charles Bronfman Trust (CBT). The C.BFT, the CRBFT,
the CBT, the CBFT, the CR.BT and the CRBDT are trusts established for the
benefit of Charles R. Bronfman and his descendants.
(3) The address of the principal executive offices of Philips is Rembrandt
Tower, Amstelplein 1, 1096 HA Amsterdam, The Netherlands. A description of
certain voting arrangements between Philips and Seagram can be found under
"Item 13 -- Transactions with Directors and Others."
(4) Based on a Schedule 13G filed by Capital Research and Management Company on
February 14, 2000. The address of the principal executive offices of Capital
Research and Management Company is 333 South Hope Street, Los Angeles,
California. Of the shares beneficially owned, 3,693,700 are shares the
beneficial ownership of which Capital Research and Management Company has
the right to acquire.
In addition, as of October 23, 2000, trusts for the benefit of the family
of the late Minda de Gunzburg and members of her immediate family owned,
directly or indirectly, a total of 1,237,212 shares. Edgar M. Bronfman, Charles
R. Bronfman and the late Minda de Gunzburg are siblings. Edgar M. Bronfman and
Charles R. Bronfman are directors and officers of Seagram. Edgar Bronfman, Jr.
is a son of Edgar M. Bronfman and a director and officer of Seagram. Samuel
Bronfman II is a son of Edgar M. Bronfman and a director of Seagram. Stephen R.
Bronfman is the son of Charles R. Bronfman and a director of Seagram.
Under a voting trust agreement dated August 3, 1984, as amended, Charles R.
Bronfman is the voting trustee for certain shares beneficially owned directly or
indirectly by the EMBT, the PBBT/EMBFT, the C.BFT, the CRBFT, the CBFT, CRB
Associates and two charitable foundations. Charles R. Bronfman is a director of
the two charitable foundations, which together owned 3,334,164 shares as of
October 23, 2000. The
46
<PAGE> 48
voting trust agreement has a term of 20 years and contains no restrictions on
the right of the voting trustee to vote the deposited shares. As of October 23,
2000, the Bronfman voting trust agreement covered 104,398,768 shares.
Under a voting trust agreement dated as of May 15, 1986, Edgar M. Bronfman,
Charles R. Bronfman, Stanley N. Bergman, Guido Goldman and Leonard M. Nelson are
voting trustees for shares beneficially owned directly or indirectly by trusts
for the benefit of the family of the late Minda de Gunzburg and members of her
immediate family. Messrs. Bergman, Goldman and Nelson, whose address is c/o
First Spring Corporation, 499 Park Avenue, New York, New York, are the trustees
of the trusts. The de Gunzburg voting trust agreement has a term of 15 years and
contains no restrictions on the right of the voting trustees to vote the
deposited shares. As of October 23, 2000, the de Gunzburg voting trust agreement
covered 1,236,332 shares.
An agreement, entered into as of August 3, 1984, as amended, governs the
dispositions of shares that the EMBT, the PBBT/EMBFT, the C.BFT, the CRBFT, the
CRBDT, CRB Associates, the trusts established for the benefit of the family of
the late Minda de Gunzburg and members of her immediate family and three
charitable foundations (including the charitable foundations referred to above)
beneficially own, directly or indirectly. The agreement has a term of 20 years
and permits each of the branches of the family to transfer shares within its
family group. However, transfers to third parties are subject to a right of
first refusal in favor of the other branches of the family.
47
<PAGE> 49
SHARE OWNERSHIP OF MANAGEMENT
The following table shows the number of shares which each of the directors
of Seagram, each of the persons named in the "Summary Compensation Table" and
the directors and executive officers of Seagram as a group owned beneficially,
or exercised control or direction over, as of October 23, 2000. Each trustee of
a trust or a charitable foundation may be deemed to be the beneficial owner of
the shares held by the trust or foundation. Because certain persons listed below
serve as trustees of the same trusts or charitable foundations, there are
substantial duplications in the number of shares and percentages shown in the
table.
<TABLE>
<CAPTION>
PERCENTAGE DEFERRED
NUMBER OF SHARES SHARE
BENEFICIAL OWNER OF SHARES OUTSTANDING UNITS (1)
---------------- ----------- ----------- ---------
<S> <C> <C> <C>
Edgar M. Bronfman........................................ 62,396,173(2) 14.02% --
The Hon. Charles R. Bronfman, P.C., C.C.................. 106,528,757(3) 23.94% --
Edgar Bronfman, Jr....................................... 63,685,509(4) 14.23% --
Samuel Bronfman II....................................... 390,314(5) * --
Stephen R. Bronfman...................................... 24,998,760(6) 5.62% 999
Matthew W. Barrett, O.C.................................. 1,000 * 6,279
Laurent Beaudoin, C.C.................................... -- -- 4,416
Cornelis Boonstra........................................ 1,611 * 347
John D. Borgia........................................... 322,900(7) * --
Richard H. Brown......................................... 1,000 * 4,887
Andre Desmarais.......................................... 5,000 * 2,621
Barry Diller............................................. 1,000(8) * 3,205
Michele J. Hooper........................................ 4,093 * --
David L. Johnston, C.C................................... 400 * 6,268
Marie-Josee Kravis, O.C.................................. 400 * 5,105
Robert W. Matschullat.................................... 1,295,500(9) * --
Brian C. Mulligan........................................ 209,458(10) * --
Samuel Minzberg.......................................... -- -- 4,128
John S. Weinberg......................................... 60,111,104(11) 13.53% 6,549
Directors and executive officers as a group.............. 112,402,446(12) 24.90% 44,804
</TABLE>
---------------
(*) Less than 1%
(1) Under The Seagram Company Ltd. Stock Plan for Non-Employee Directors, each
non-employee director may elect to receive either 50% or 100% of his or her
annual retainer in Seagram common shares or deferred share units. If a
director elects to receive shares, his or her annual retainer (net of
withholding taxes) is used to purchase shares for the director on the open
market. If a director elects to receive deferred share units, units
representing the value of shares are credited to the director's account
based on the market value of the shares on the annual crediting date.
Deferred share units are paid to the director, along with the value of
dividends as if reinvested in additional shares, after termination of board
service. Payments are made in shares or cash, net of tax withholding, based
on the then market value of the shares. Fees for attending board and
committee meetings and/or for serving as a board committee chairman may
also be received in deferred share units at the election of non-employee
directors.
(2) Includes 58,618,088 shares owned indirectly by the EMBT and 1,486,516
shares owned directly by the PBBT/EMBFT, trusts for which Mr. Bronfman
serves as a trustee, 115,840 shares owned directly by Mr. Bronfman, 696,601
shares issuable upon the exercise of currently exercisable options, 1,840
shares owned by Mr. Bronfman's spouse, 600 shares owned directly by his
children (other than Edgar Bronfman, Jr. and Samuel Bronfman II), and
240,356 shares owned by two charitable foundations of
48
<PAGE> 50
which Mr. Bronfman is among the trustees. Mr. Bronfman disclaims beneficial
ownership of the foregoing shares, except to the extent of his beneficial
interest in the EMBT and the PBBT/EMBFT and with respect to shares owned
directly by him. In addition, Mr. Bronfman serves as a voting trustee with
respect to the 1,236,332 shares subject to the de Gunzburg voting trust
agreement with respect to which Mr. Bronfman disclaims beneficial
ownership.
(3) Includes 14,320,000 shares owned directly by the C.BFT, 20,364,000 shares
owned directly by the CRBFT, 5,000,000 shares owned directly by the CB
Family Trust and 1,300,000 shares owned directly by CRB Associates,
entities for which Mr. Bronfman serves as the voting trustee or in which he
has a beneficial interest, 1,000 shares owned directly by Mr. Bronfman,
592,301 shares issuable upon exercise of currently exercisable options,
12,000 shares owned indirectly by Mr. Bronfman's spouse, 24,000 shares
owned directly by his daughter, and 3,574,520 shares owned by four
charitable foundations of which Mr. Bronfman is among the directors or
trustees. Mr. Bronfman disclaims beneficial ownership of the foregoing
shares, except to the extent of his beneficial interest in the foregoing
entities and with respect to shares owned directly by him. In addition, Mr.
Bronfman serves as the voting trustee with respect to 60,104,604 shares
held by the EMBT and the PBBT/EMBFT subject to the Bronfman voting trust
agreement and as a voting trustee with respect to 1,236,332 shares subject
to the de Gunzburg voting trust agreement with respect to which Mr.
Bronfman disclaims beneficial ownership.
(4) Includes 58,618,088 shares owned indirectly by the EMBT and 1,486,516
shares owned directly by the PBBT/EMBFT, trusts for which Mr. Bronfman
serves as a trustee, 240 shares owned directly by Mr. Bronfman, 3,340,000
shares issuable upon exercise of options which are currently exercisable or
become exercisable within 60 days, 240,000 shares owned by a charitable
foundation of which Mr. Bronfman is among the trustees and 665 shares in
which Mr. Bronfman has an indirect interest through an investment in the
Retirement Savings and Investment Plan for Employees of Joseph E. Seagram &
Sons, Inc. and Affiliates (based on the value of such investment as of
October 23, 2000). Mr. Bronfman disclaims beneficial ownership of the
foregoing shares, except to the extent of his beneficial interest in the
EMBT and the PBBT/EMBFT and with respect to shares owned directly by him.
(5) Includes 240 shares owned directly by Mr. Bronfman, 149,834 shares issuable
upon exercise of currently exercisable options and 240,000 shares owned by
a charitable foundation of which Mr. Bronfman is among the trustees. Mr.
Bronfman disclaims beneficial ownership of the foregoing shares except the
shares owned directly by him.
(6) Includes 20,364,000 shares owned directly by the CRBFT, a trust for which
Mr. Bronfman serves as a trustee, 1,300,000 shares owned directly by CRB
Associates, and 3,334,760 shares owned directly by four charitable
foundations of which Mr. Bronfman is among the directors. Mr. Bronfman
disclaims beneficial ownership of the foregoing shares, except to the
extent of his beneficial interest in the CRBFT and CRB Associates.
(7) These shares are issuable upon exercise of options which are currently
exercisable or become exercisable within 60 days.
(8) These shares are held by Ranger Investments, L.P., a limited partnership in
which Mr. Diller owns a 99% interest.
(9) Includes 100,000 shares owned directly by Mr. Matschullat and 1,195,500
shares issuable upon exercise of options which are currently exercisable or
become exercisable within 60 days. See "Item 11. Executive
Compensation -- Employment and Consulting Agreements."
(10) Includes 3,087 shares owned directly by Mr. Mulligan, 402 shares held by a
trustee under the Universal Incentive Program, which will vest April 1,
2001 and 205,949 shares issuable upon exercise of options which are
currently exercisable or become exercisable within 60 days.
(11) Includes 58,618,088 shares owned indirectly by the EMBT and 1,486,516
shares owned directly by the PBBT/EMBFT, trusts for which Mr. Weinberg
serves as a trustee, 1,000 shares owned directly by Mr. Weinberg and 5,500
shares owned by a trust established for the benefit of Mr. Weinberg for
which
49
<PAGE> 51
he serves as a trustee. Mr. Weinberg disclaims beneficial ownership of the
foregoing shares, except to the extent of his beneficial interest in the trust
established for his benefit and with respect to the shares owned directly by
him.
(12) Includes 7,116,655 shares issuable upon exercise of options which are
currently exercisable or become exercisable within 60 days.
CHANGES IN CONTROL
On June 20, 2000, the Company, Vivendi and Canal+ announced that they had
entered into a merger agreement and related agreements providing for a strategic
business combination among the three companies. See "Recent Developments" in
Part I for a discussion of the proposed combination.
In connection with the execution and delivery of the merger agreement,
Vivendi entered into a voting agreement with Edgar Bronfman, Jr., Seagram's
president and chief executive officer, and certain other Seagram shareholders
that are members or affiliates of the Bronfman family (the "Bronfman
shareholders") under which these shareholders agreed to vote shares representing
approximately 24% of the Seagram common shares in favor of the arrangement and
against any action that would impede or discourage the arrangement.
In connection with the execution and delivery of the merger agreement,
Vivendi and Vivendi Universal entered into a governance agreement with the
Bronfman shareholders. Pursuant to the governance agreement, upon the completion
of the arrangement, Vivendi Universal will be required to use its best efforts
to appoint and thereafter to continue for a specified period to have serve on
its board of directors a specified number of designees (initially five)
initially chosen by Seagram's board of directors. Three of the five designees
will be members of the Bronfman family who are parties to the governance
agreement. The governance agreement requires that the number of directors on
Vivendi Universal's board of directors be reduced to 18 by the second
anniversary of the completion of the arrangement. The governance agreement also
restricts the transfer of Vivendi Universal securities held by the Seagram
shareholders that are parties to the voting agreement and contains other
provisions relating to the ownership, holding, transfer and registration of
Vivendi Universal securities.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
HUMAN RESOURCES COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
All five members of the Human Resources Committee of Seagram's board of
directors are "outside" directors. Described below, however, is information
regarding certain entities with which certain of such directors have
relationships.
During the 2000 fiscal year, Seagram agreed to purchase an airplane from
Bombardier Inc. for approximately U.S.$37,700,000. Laurent Beaudoin, a Seagram
director, is Chairman of the Board, Chairman of the Executive Committee and a
director of Bombardier Inc.
Goldman, Sachs & Co. performs investment banking services and provides
investment advice to Seagram and its subsidiaries, including acting as financial
advisor to Seagram in connection with the merger transactions, as managing
underwriter or participating underwriter in connection with the sale of
securities of Seagram and JES, as a dealer in the sale of commercial paper
issued by JES, as a market maker in certain securities of JES and as a broker in
connection with Seagram's share purchase program. John S. Weinberg, a member of
the Human Resources Committee, is a Managing Director of Goldman, Sachs & Co.
TRANSACTIONS WITH DIRECTORS AND OTHERS
During the 2000 fiscal year, Claridge Inc. reimbursed a subsidiary of
Seagram for the use of aircraft owned by such subsidiary in the amount of
U.S.$199,777. The payment represented Claridge's pro rata share of the
applicable operating expenses of the aircraft. During the 2000 fiscal year,
Seagram paid or accrued rent
50
<PAGE> 52
and reimbursed expenses to Claridge in the amount of Cdn.$99,320 (and
Cdn.$84,000 during the current fiscal year to October 23, 2000) for the use by
Seagram of office and parking space and secretarial services. The CRBFT owns all
of the shares of Claridge. Charles R. Bronfman and Samuel Minzberg are among the
directors and officers of Claridge.
During the 2000 fiscal year, The Andrea & Charles Bronfman Philanthropies,
Inc., a charitable organization, paid or accrued rent and reimbursed Seagram in
the amount of U.S.$67,368 (and approximately U.S.$21,000 during the current
fiscal year to October 23, 2000) for use by such organization of office space in
Seagram's offices in New York. Andrea Bronfman and Charles R. Bronfman are
directors of The Andrea & Charles Bronfman Philanthropies, Inc.
Since the beginning of the last fiscal year, Frank Alcock, the
father-in-law of Edgar Bronfman, Jr., has provided consulting services to
affiliates of Seagram for U.S.$6,250 per month.
Samuel Minzberg is of counsel to the Montreal office of Goodman Phillips &
Vineberg, a law firm which provided legal services to Seagram during the 2000
fiscal year.
Barclays extends credit and provides other services to Seagram and its
subsidiaries, including serving as a lender under several credit agreements.
Matthew W. Barrett, a Seagram director, is Group Chief Executive of Barclays PLC
and a director of Barclays PLC and Barclays Bank PLC.
Universal owns approximately 26% of the common stock of Loews Cineplex
Entertainment Corporation, based on the information as of May 15, 2000 set forth
in the proxy statement of Loews Cineplex dated May 25, 2000 and based on shares
outstanding as of August 31, 2000, as set forth in the quarterly report on Form
10-Q of Loews Cineplex for the quarter ended August 31, 2000. In the normal
course of its business, Universal receives certain film licensing fees from
Loews Cineplex and pays Loews Cineplex distribution fees. Entities and persons
related to Charles R. Bronfman hold approximately 7% of the common stock of
Loews Cineplex based on shares outstanding as of August 31, 2000 as set forth in
the quarterly report on Form 10-Q of Loews Cineplex for the quarter ended August
31, 2000.
In connection with Seagram's acquisition of PolyGram, Seagram and Philips
entered into a stockholders agreement providing for certain arrangements
relating to Philips' ownership of shares following consummation of the
acquisition. Under the stockholders agreement, Seagram agreed to use its best
efforts to cause the election of the chief executive officer of Philips to the
Seagram board of directors for so long as Philips beneficially owns at least 5%
of the shares. As of October 23, 2000, Philips owned approximately 10.77% of
Seagram's common shares, which it acquired as part of Seagram's acquisition of
PolyGram in fiscal 1999. Cornelis Boonstra, a director of Seagram, is Chairman
of the Board of Management and President of Philips. In addition, the agreement
provides that at any time Philips is entitled to designate a director, Philips
will also be entitled to appoint one ex officio member of the board of
directors. The ex officio member will receive notice of and attend board
meetings and receive all information circulated or made available to the board
of directors. However, the ex officio member is not a member of the board for
purposes of determining a quorum or for any other purpose, and does not have the
right to vote on any matter voted on by the board.
Under the stockholders agreement, subject to certain conditions, Philips
will vote its shares to cause each of the nominees designated by the board of
directors to be elected to the board. In connection with any vote of Seagram
shareholders relating to any other matter, unless Seagram otherwise consents in
writing, Philips will vote its shares, at its option, either proportionately on
the same basis as the other shareholders vote or as recommended by the board of
directors. The stockholders agreement also:
- restricts Philips from transferring its shares;
- prohibits Philips from acquiring any additional shares or participating
in certain extraordinary transactions involving Seagram or any material
portion of its business; and
- grants to Philips customary demand and piggyback rights for the
registration of its shares.
Philips and subsidiaries of Seagram are parties to intellectual property
and distribution arrangements containing normal business terms and conditions.
51
<PAGE> 53
Universal holds an effective 43% interest in USA Networks, Inc. ("USA
Networks"), based on shares outstanding as of July 31, 2000, as set forth in the
quarterly report on Form 10-Q of USA Networks for the quarter ended June 30,
2000, through its ownership of common stock and class B common stock of USA
Networks and shares of USANi LLC, a subsidiary of USA Networks, which Universal
can exchange for common stock and class B common stock of USA Networks.
Universal is party to a governance agreement among USA Networks, Universal,
Liberty Media and Barry Diller. The governance agreement:
- limits Universal from acquiring additional equity securities of USA
Networks;
- restricts Universal from transferring USA Networks securities;
- provides for representation by Universal and Liberty Media on USA
Networks' board of directors; and
- lists fundamental actions that require the consent of Universal, Liberty
Media and Mr. Diller before USA Networks can take those actions.
In addition, Universal has entered into a stockholders agreement among
Universal, Liberty Media, Mr. Diller, USA Networks and Seagram. The stockholders
agreement:
- governs the acquisition of additional USA Networks securities by Liberty
Media;
- restricts the transfer of shares; and
- generally grants Mr. Diller voting control over all of the USA Networks
capital stock owned by Universal and Liberty Media except with respect to
the fundamental actions discussed above.
Universal is also party to a spinoff agreement among Universal, Liberty
Media and USA Networks providing for interim management arrangements in the
event that Mr. Diller ceases to be Chief Executive Officer of USA Networks or
becomes disabled. In addition, Universal has entered into agreements with USA
Networks providing for various ongoing business arrangements, including:
- an international distribution agreement granting Universal the right to
distribute internationally, programs produced by USA Networks for a fee;
- a domestic distribution agreement granting USA Networks the right to
distribute specific Universal programming, including Universal's library
of television programs, for a fee;
- a 50-50 joint venture managed by Universal and governing the development
and exhibition of the USA Network, the Sci-Fi Channel and Universal's new
action/suspense channel, 13th Street, outside of the United States; and
- a transition services agreement and agreements relating to merchandising,
music administration and music publishing, home video distribution, the
use by USA Networks of Universal's studio facilities and certain other
matters.
The parties negotiated these ongoing arrangements, which contain normal
business terms and conditions, on an arms' length basis. Under the agreement
governing Universal's investment in USA Networks, at various times since March
1998 Universal and Liberty Media have exercised their preemptive rights to
purchase additional shares of USANi LLC shares following issuances of common
stock by USA Networks. Universal and Liberty Media may continue to exercise
these preemptive rights from time to time in the future. Mr. Diller is the
Chairman of the Board and Chief Executive Officer of USA Networks and, based on
the information as of January 31, 2000 set forth in the proxy statement of USA
Networks dated March 6, 2000, owns or has the right to vote, pursuant to the
stockholders agreement, approximately 14% of the outstanding USA Networks common
stock and 100% of the outstanding USA Networks class B common stock and has
approximately 75% of the outstanding total voting power of USA Networks common
stock and USA Networks class B common stock.
On May 28, 1999, USA Networks acquired from Universal Studios Holding I
Corp. all of the capital stock of PolyGram Filmed Entertainment, Inc. ("PFE"),
including the domestic motion picture and home
52
<PAGE> 54
video distribution organization conducted as PolyGram Films, PolyGram Video,
PolyGram Filmed Entertainment Canada, Gramercy Pictures, Interscope
Communications and Propaganda Films. Universal acquired PFE in December 1998 as
part of Seagram's approximately U.S.$10.6 billion acquisition of PolyGram. At
the time of the sale of PFE to USA Networks, USA Networks agreed to pay or
assume certain liabilities relating to the acquired businesses, and Universal
and USA Networks entered into agreements providing for various ongoing business
arrangements between Universal and USA Networks, including, among others:
- a domestic theatrical distribution agreement, pursuant to which USA
Networks made a U.S.$200 million interest bearing loan to Universal's
parent which is due in approximately eight years unless repaid earlier
from receipts arising from distribution of specified motion pictures
which USA Networks has the exclusive right to distribute theatrically, on
television and on video in the United States and Canada for a fee;
- an ancillary services agreement, pursuant to which the parties will
provide certain customary transitional services to each other during the
six months following the closing;
- a videogram fulfillment agreement, pursuant to which Universal or one of
its affiliates will provide certain "pick, pack and ship" and related
fulfillment services in the United States and Canada with respect to
videos containing motion pictures of USA Networks; and
- a music administration agreement, pursuant to which, subject to certain
specified exceptions, USA Networks appointed Universal-MCA Music
Publishing to be the exclusive administrator for 15 years of USA
Networks' interest in certain music publishing rights to music
compositions owned or controlled by USA Networks which are written for or
used in motion pictures and videos following the closing.
These arrangements were negotiated by the parties on an arms' length basis
and contain customary business terms and conditions. In the ordinary course of
business, and otherwise from time to time, Seagram and Vivendi Universal may
determine to enter into other agreements with USAi and its subsidiaries.
Seagram considers the amounts paid or received in the transactions
described under "Human Resources Committee Interlocks and Insider Participation"
to be reasonable and competitive and management believes they are comparable to
those which would have been paid to or received from others.
Seagram maintains directors' and officers' liability insurance, which
insures the directors and officers of Seagram and its subsidiaries against
losses from certain claims brought against its directors and officers. The
policy has an aggregate limit of U.S.$100 million with a deductible of
U.S.$500,000. The annual premium is U.S.$537,256, which has been paid for the
policy year ending October 2000.
Charles R. Bronfman's principal residence is in Palm Beach, Florida, Edgar
Bronfman, Jr.'s principal residence is in New York, New York, Samuel Minzberg's
principal residence is in Westmount, Quebec, Frank Alcock's principal residence
is in Caracas, Venezuela, Matthew W. Barrett's principal residence is in London,
England, Cornelis Boonstra's principal residence is in Amsterdam, the
Netherlands and Barry Diller's principal residence is in Clearwater, Florida.
53
<PAGE> 55
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
<TABLE>
<S> <C>
(a)1&2. Financial Statements and Financial Statement Schedules
The financial statements and schedules filed as part of or
incorporated by reference in this Report are listed in the
accompanying Index to Financial Statements.
3. Exhibits
The exhibits filed as part of or incorporated by reference
in this Report are listed in the accompanying Exhibit Index.
Exhibits 10(s) through 10(ww) listed in the accompanying
Exhibit Index identify management contracts or compensatory
plans or arrangements.
(b) Current Reports on Form 8-K
1. A Current Report on Form 8-K dated June 26, 2000 was filed
to report under Item 5 and file under Item 7 a press release
announcing that the Corporation had agreed to enter into a
strategic business combination with Vivendi S.A. and Canal
Plus S.A.
2. A Current Report on Form 8-K dated August 17, 2000 was filed
to report under Item 5 and file under Item 7 Seagram's
consolidated financial statements for the fiscal year ended
June 30, 2000 together with management's discussion and
analysis of financial condition and results of operations.
</TABLE>
54
<PAGE> 56
FORWARD-LOOKING STATEMENTS
This Form 10-K contains statements that are "forward-looking statements,"
in that they include statements regarding the intent, belief or current
expectations of our management with respect to our future operating performance.
These forward-looking statements are made pursuant to the safe harbor provisions
of the Private Securities Litigation Reform Act of 1995. All statements that
express forecasts, expectations and projections with respect to future matters,
including the launching or prospective development of new business initiatives
and products, anticipated music or motion picture releases, Internet or theme
park projects, euro conversion and "Year 2000" remediation efforts and
anticipated cost savings or synergies are forward-looking statements within the
meaning of the Act. Such forward-looking statements are not guarantees of future
performance. Actual results may differ materially from our forward-looking
statements as a result of certain risks and uncertainties, many of which are
outside of our control, including but not limited to:
- Changes in global and localized economic and political conditions, which
may affect attendance and spending at our theme parks, purchases of our
consumer products and the performance of our filmed entertainment
operations.
- Changes in financial and equity markets, including significant interest
rate and foreign currency rate fluctuations, which may affect our access
to, or increase the cost of financing for, our operations and
investments.
- Increased competitive product and pricing pressures and unanticipated
actions by competitors that could impact our market share, increase
expenses or hinder our growth potential.
- Changes in consumer preferences and tastes, which may affect all our
business segments.
- Adverse weather conditions or natural disasters, such as hurricanes and
earthquakes, which may, among other things, impair performance at our
theme parks in California, Florida or Spain.
- Legal and regulatory developments, including changes in accounting
standards, taxation requirements, such as the impact of excise tax
increases with respect to the spirits and wine business, and
environmental laws.
- Technological developments that may affect the distribution of our
products or create new risks to our ability to protect our intellectual
property rights.
- The uncertainties of litigation and other risks and uncertainties
detailed from time to time in our filings with the Securities and
Exchange Commission.
55
<PAGE> 57
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
THE SEAGRAM COMPANY LTD.
(Registrant)
By /s/ FRANK MERGENTHALER
------------------------------------
Frank Mergenthaler
Senior Vice President of Finance and
Chief Accounting Officer
Date: October 30, 2000
56
<PAGE> 58
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed on October 30, 2000 by the following persons on behalf of
the Registrant and in the capacities indicated.
Principal Executive Officer:
<TABLE>
<S> <C>
* Director, President and Chief Executive Officer
---------------------------------------------------
Edgar Bronfman, Jr.
Principal Financial Officer:
/s/ BRIAN C. MULLIGAN Executive Vice President and Chief Financial
--------------------------------------------------- Officer
Brian C. Mulligan
Principal Accounting Officer:
/s/ FRANK MERGENTHALER Senior Vice President of Finance and Chief
--------------------------------------------------- Accounting Officer
Frank Mergenthaler
Directors:
Edgar M. Bronfman* Director, Chairman of the Board
The Hon. Charles R. Bronfman* Director, Co-Chairman of the Board and Chairman
of the Executive Committee
Samuel Bronfman II* Director
Stephen R. Bronfman * Director
Matthew W. Barrett* Director
Laurent Beaudoin* Director
Cornelis Boonstra* Director
Richard H. Brown* Director
Andre Desmarais* Director
Barry Diller* Director
Michele J. Hooper* Director
David L. Johnston* Director
Marie-Josee Kravis* Director
Samuel Minzberg* Director
John S. Weinberg* Director
</TABLE>
---------------
* By signing his name hereto, Brian C. Mulligan signs this document on behalf of
each of the persons indicated above pursuant to powers of attorney duly
executed by such persons and filed with the Securities and Exchange
Commission.
By /s/ BRIAN C. MULLIGAN
-------------------------------------------------------
Brian C. Mulligan, Attorney-in-fact
57
<PAGE> 59
THE SEAGRAM COMPANY LTD.
ANNUAL REPORT ON FORM 10-K
FOR THE FISCAL YEAR ENDED JUNE 30, 2000
INDEX TO FINANCIAL STATEMENTS
1. FINANCIAL STATEMENTS
Consolidated Statement of Income for the Fiscal Years ended June 30, 2000,
1999 and 1998
Consolidated Balance Sheet at June 30, 2000 and June 30, 1999
Consolidated Statement of Cash Flows for the Fiscal Years ended June 30,
2000, 1999 and 1998
Consolidated Statement of Shareholders' Equity for the Fiscal Years ended
June 30, 2000, 1999 and 1998
Notes to Consolidated Financial Statements
Management's Report
Report of Independent Accountants
Quarterly Data (Unaudited)
2. FINANCIAL STATEMENT SCHEDULES AND REPORT:
Report of Independent Accountants on Financial Statement Schedule;
Schedule for The Seagram Company Ltd. and Subsidiary Companies:
II. Valuation and Qualifying Accounts.
Schedules not included have been omitted because they are not applicable or
the required information is shown in our Consolidated Financial Statements
or Notes thereto.
58
<PAGE> 60
CONSOLIDATED STATEMENT OF INCOME
<TABLE>
<CAPTION>
FISCAL YEARS ENDED JUNE 30,
-------------------------------------
2000 1999 1998
---------- ---------- ---------
U.S. DOLLARS IN MILLIONS, EXCEPT PER
SHARE AMOUNTS
<S> <C> <C> <C>
Revenues.................................................... $15,686 $12,312 $9,474
Cost of revenues............................................ 9,006 7,337 5,525
Selling, general and administrative expenses................ 5,986 4,820 3,396
Restructuring charge (credit)............................... (59) 405 --
------- ------- ------
Operating income (loss)..................................... 753 (250) 553
Interest, net and other expense............................. 661 457 228
Gain on sale of businesses.................................. 98 -- --
Gain on USA transactions.................................... -- 128 360
Gain on sale of Time Warner shares.......................... -- -- 926
------- ------- ------
190 (579) 1,611
Provision (benefit) for income taxes........................ 158 (33) 638
Minority interest........................................... 17 (26) 48
Equity earnings (losses) from unconsolidated companies...... 109 137 (45)
------- ------- ------
Income (loss) from continuing operations.................... 124 (383) 880
Income (loss) from discontinued Tropicana operations, after
tax....................................................... -- (3) 66
Gain on sale of discontinued Tropicana operations, after
tax....................................................... -- 1,072 --
Cumulative effect of change in accounting principle, after
tax....................................................... (84) -- --
------- ------- ------
Net income.................................................. $ 40 $ 686 $ 946
======= ======= ======
EARNINGS PER SHARE -- BASIC
Income (loss) from continuing operations.................. $ 0.28 $ (1.01) $ 2.51
Discontinued Tropicana operations, after tax.............. -- 2.82 0.19
Cumulative effect of change in accounting principle, after
tax.................................................... (0.19) -- --
------- ------- ------
Net income................................................ $ 0.09 $ 1.81 $ 2.70
======= ======= ======
EARNINGS PER SHARE -- DILUTED
Income (loss) from continuing operations.................. $ 0.28 $ (1.01) $ 2.49
Discontinued Tropicana operations, after tax.............. -- 2.82 0.19
Cumulative effect of change in accounting principle, after
tax.................................................... (0.19) -- --
------- ------- ------
Net income................................................ $ 0.09 $ 1.81 $ 2.68
======= ======= ======
</TABLE>
The accompanying notes are an integral part of these statements.
U.S. GAAP
59
<PAGE> 61
CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
JUNE 30, 2000 JUNE 30, 1999
------------- -------------
U.S. DOLLARS IN MILLIONS
<S> <C> <C>
ASSETS
Cash and cash equivalents................................... $ 1,230 $ 1,533
Receivables, net of allowances.............................. 2,697 2,985
Inventories................................................. 2,422 2,627
Other current assets........................................ 1,450 1,736
------- -------
TOTAL CURRENT ASSETS.............................. 7,799 8,881
Investments................................................. 5,603 5,663
Film costs, net of amortization............................. 991 1,251
Music catalogs, artists' contracts and advances............. 2,803 3,348
Property, plant and equipment, net.......................... 3,099 3,158
Goodwill and other intangible assets........................ 11,814 11,871
Other assets................................................ 699 839
------- -------
$32,808 $35,011
======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Short-term borrowings and current portion of long-term
debt...................................................... $ 499 $ 1,053
Payables and accrued liabilities............................ 3,960 4,808
Accrued royalties and participations........................ 2,263 2,285
------- -------
TOTAL CURRENT LIABILITIES......................... 6,722 8,146
Long-term debt.............................................. 7,378 7,468
Accrued royalties and participations........................ 575 434
Deferred income taxes....................................... 2,696 2,698
Other liabilities........................................... 1,326 1,499
Minority interest........................................... 1,882 1,878
------- -------
TOTAL LIABILITIES................................. 20,579 22,123
------- -------
Shareholders' Equity
Shares without par value.................................. 4,762 4,575
Retained earnings......................................... 8,460 8,707
Accumulated other comprehensive income.................... (993) (394)
------- -------
TOTAL SHAREHOLDERS' EQUITY........................ 12,229 12,888
------- -------
$32,808 $35,011
======= =======
</TABLE>
The accompanying notes are an integral part of these statements.
Approved by the Board
<TABLE>
<S> <C>
/s/ EDGAR M. BRONFMAN /s/ MATTHEW W. BARRETT
--------------------------------------------- ---------------------------------------------
Edgar M. Bronfman Matthew W. Barrett
Director Director
</TABLE>
U.S. GAAP
60
<PAGE> 62
CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
FISCAL YEARS ENDED JUNE 30,
----------------------------
2000 1999 1998
------ ------- -------
U.S. DOLLARS IN MILLIONS
<S> <C> <C> <C>
OPERATING ACTIVITIES
Income (loss) from continuing operations.................... $ 124 $ (383) $ 880
Adjustments to reconcile income (loss) from continuing
operations to net cash provided:
Depreciation and amortization of assets................... 720 527 289
Amortization of goodwill.................................. 347 246 127
Gain on sale of businesses................................ (98) -- --
Gain on sale of Time Warner shares........................ -- -- (926)
Gain on USA transactions.................................. -- (128) (360)
Minority interest in income (loss) of subsidiaries........ 17 (26) 48
Equity earnings from unconsolidated companies (in excess
of) less than dividends received....................... (35) (45) 101
Deferred income taxes..................................... 83 92 447
Other..................................................... 69 120 (69)
Changes in assets and liabilities, net of effect of
acquisitions and dispositions:
Receivables, net of allowances......................... (60) 952 (324)
Inventories............................................ (101) (85) 14
Other current assets................................... 390 6 (524)
Music catalogs, artists' contracts and advances........ 50 (2) (88)
Payables and accrued liabilities....................... (574) (69) (7)
Other liabilities...................................... (134) (270) 151
------ ------- -------
674 1,318 (1,121)
------ ------- -------
Net cash provided by (used for) operating activities........ 798 935 (241)
------ ------- -------
INVESTING ACTIVITIES
Acquisition of PolyGram..................................... -- (8,607) --
Sale of Tropicana........................................... -- 3,288 --
Sale of Champagne operations................................ 310 -- --
Sale of Universal Concerts.................................. 190 -- --
Sale of Time Warner shares.................................. -- -- 1,863
USA transactions............................................ (242) (243) (368)
Capital expenditures........................................ (607) (531) (410)
Other....................................................... 69 (43) (386)
------ ------- -------
Net cash (used for) provided by investing activities........ (280) (6,136) 699
------ ------- -------
FINANCING ACTIVITIES
Dividends paid.............................................. (287) (247) (231)
Issuance of shares.......................................... -- 1,417 --
Issuance of shares upon exercise of stock options and
conversion of LYONs....................................... 187 314 86
Issuance of Adjustable Conversion-rate Equity Security
Units..................................................... 75 900 --
Issuance of long-term debt.................................. 99 5,086 41
Repayment of long-term debt................................. (108) (1,066) (37)
Shares purchased and retired................................ -- -- (753)
(Decrease) increase in short-term borrowings and current
portion of long-term debt................................. (787) (841) 1,053
------ ------- -------
Net cash (used for) provided by financing activities........ (821) 5,563 159
------ ------- -------
Net cash (used for) provided by continuing operations....... (303) 362 617
------ ------- -------
Net cash (used for) provided by discontinued operations..... -- (3) 67
------ ------- -------
Net (decrease) increase in cash and cash equivalents........ (303) 359 684
Cash and cash equivalents at beginning of period............ 1,533 1,174 490
------ ------- -------
Cash and cash equivalents at end of period.................. $1,230 $ 1,533 $ 1,174
====== ======= =======
</TABLE>
The accompanying notes are an integral part of these statements.
U.S. GAAP
61
<PAGE> 63
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
COMMON SHARES
WITHOUT PAR VALUE ACCUMULATED
--------------------- OTHER TOTAL
NUMBER RETAINED COMPREHENSIVE SHAREHOLDERS'
(THOUSANDS) AMOUNT EARNINGS INCOME EQUITY
----------- ------ -------- ------------- -------------
U.S. DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS
<S> <C> <C> <C> <C> <C>
BALANCE AT JUNE 30, 1997............... 365,281 $ 809 $8,259 $ 354 $ 9,422
Components of comprehensive income:
Net income........................... 946 946
Currency translation adjustments..... (72) (72)
Unrealized holding loss in equity
securities, net of $44 tax
benefit............................ (82) (82)
-------
Total comprehensive income........... 792
-------
Dividends paid ($.66 per share)...... (231) (231)
Shares issued -- exercise of stock
options............................ 2,751 84 84
-- conversion of
LYONs.............................. 48 2 2
Shares purchases and retired......... (20,948) (47) (706) (753)
------- ------ ------ ----- -------
BALANCE AT JUNE 30, 1998............... 347,132 848 8,268 200 9,316
Components of comprehensive income:
Net income........................... 686 686
Currency translation adjustments..... (599) (599)
Unrealized holding gain in equity
securities, net of $8 tax.......... 5 5
-------
Total comprehensive income........... 92
-------
Dividends paid ($.66 per share)...... (247) (247)
Shares issued -- exercise of stock
options and other
compensation........ 8,493 312 312
-- conversion of
LYONs.............................. 26 2 2
-- issuance of common
shares............................. 76,904 3,413 3,413
------- ------ ------ ----- -------
BALANCE AT JUNE 30, 1999............... 432,555 4,575 8,707 (394) 12,888
Components of comprehensive income:
Net income........................... 40 40
Currency translation adjustments..... (348) (348)
Unrealized holding loss in equity
securities, net of $140 tax
benefit............................ (251) (251)
-------
Total comprehensive income........... (559)
-------
Dividends paid ($.66 per share)...... (287) (287)
Shares issued -- exercise of stock
options and other
compensation........ 4,585 183 183
-- conversion of
LYONs.............................. 87 4 4
------- ------ ------ ----- -------
BALANCE AT JUNE 30, 2000............... 437,227 $4,762 $8,460 $(993) $12,229
======= ====== ====== ===== =======
</TABLE>
The accompanying notes are an integral part of these statements.
U.S. GAAP
62
<PAGE> 64
THE SEAGRAM COMPANY LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Description of Business
The Seagram Company Ltd. operates in four global business segments: music,
filmed entertainment, recreation and other, and spirits and wine. The music
business is conducted through Universal Music Group, which produces, markets and
distributes recorded music throughout the world in all major genres. Universal
Music Group also manufactures, sells and distributes video products in the
United States and internationally, and licenses music copyrights. The filmed
entertainment and recreation and other businesses are conducted through
Universal Studios Group. The filmed entertainment business produces and
distributes motion picture, television and home video products worldwide,
operates and has ownership interests in a number of international cable channels
and engages in the licensing of merchandising and film property rights. The
recreation and other business operates theme parks and retail stores and is also
involved in the development of entertainment software. The spirits and wine
business, directly and through affiliates and joint ventures, produces, markets
and distributes distilled spirits, wines, Ports and Sherries, coolers, beers,
mixers and other low-alcohol beverages. In addition to marketing owned brands,
the spirits and wine business also distributes distilled spirits, wine,
champagne and beer brands owned by others.
Summary of Significant Accounting Policies
BASIS OF PRESENTATION The Seagram Company Ltd. is headquartered in Canada,
and more than 50 percent of the Company's shares are held by U.S. residents. As
a result, the Company has prepared its consolidated financial statements in
accordance with U.S. generally accepted accounting principles (GAAP). U.S. GAAP
applicable to the Company conforms, in all material respects, to Canadian GAAP.
Differences between U.S. and Canadian GAAP affecting these financial statements
are discussed in Note 13. Should a material difference between the two
accounting principles arise in the future, financial statements would be
provided under both U.S. and Canadian GAAP.
PRINCIPLES OF CONSOLIDATION AND ACCOUNTING FOR INVESTMENTS The
consolidated financial statements include the accounts of The Seagram Company
Ltd. and its subsidiaries. All intercompany accounts, transactions and profits
have been eliminated. Investments in certain other companies in which Seagram
has significant influence, but less than a controlling interest, are accounted
for using the equity method. Investments in companies in which Seagram does not
have significant influence are accounted for at market value if the investments
are publicly traded, or at cost if not publicly traded.
USE OF ESTIMATES The preparation of the financial statements requires
management to make informed estimates, assumptions and judgments, with
consideration given to materiality, that affect the reported amounts of assets,
liabilities, revenues and expenses. For example, estimates are used in
management's forecast of anticipated revenues in the music and filmed
entertainment businesses and in determining valuation allowances for
uncollectible trade receivables and deferred income taxes. Actual results could
differ from those estimates.
REVENUES AND COSTS
Music Revenues from the sale of recorded music, net of a provision for
estimated returns and allowances, are recognized upon shipment to third parties.
Advances to established recording artists and direct costs associated with the
creation of record masters are capitalized and are charged to expense as the
related royalties are earned, or when the amounts are determined to be
unrecoverable. The advances are expensed when past performance or current
popularity does not provide a sound basis for estimating that the advance will
be recovered from future royalties.
U.S. GAAP
63
<PAGE> 65
THE SEAGRAM COMPANY LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Filmed Entertainment Generally, theatrical films are first distributed in
the worldwide theatrical and home video markets. Subsequently, theatrical films
are made available for worldwide pay television, network exhibition, television
syndication and basic cable television. Television films from the Company's
library may be licensed for domestic and foreign syndication, cable or pay
television and home video. Theatrical revenues from the distribution of films
are recognized as the films are exhibited. Revenues from television and pay
television licensing agreements are recognized when the films are available for
telecast, and all other conditions of the sale have been met. Home video product
revenues, less a provision for estimated returns and allowances, are recognized
upon availability of product for retail sale. Film costs are stated at the lower
of cost, less accumulated amortization, or net realizable value. The estimated
total film production and participation costs are expensed based on the ratio of
the current period's gross revenues to estimated total gross revenues from all
sources on an individual production basis. Estimates of total gross revenues and
costs can change significantly due to a variety of factors, including the level
of market acceptance of film and television products. Accordingly, revenue and
cost estimates are reviewed quarterly and revisions to amortization rates or
write-downs to net realizable value may occur.
Film costs, net of amortization, for completed theatrical films intended
for distribution in the worldwide theatrical, home video and pay television
distribution markets are classified as other current assets. The portion of
released film costs expected to be realized from secondary markets such as
network exhibition, television syndication and basic cable television are
reported as noncurrent assets. Other costs relating to film production,
including the purchase price of literary properties and related film development
costs, and the film library are classified as noncurrent assets.
In order to effectively manage our capital needs and costs in the film
business, we may utilize a variety of arrangements, including co-production,
insurance, contingent profit participation and the sale of certain distribution
rights. In connection with our review of capital needs and costs, the Company
has entered into an agreement with an independent third-party to sell
substantially all completed feature films produced over the period 1997 - 2000.
Films under the agreement are sold at our cost and no revenue or expense from
the initial sale of the films is recognized. The Company distributes these films
and maintains an option to reacquire the films at fair value, based on a formula
considering the remaining estimated total gross revenues, net of costs, at the
time of reacquisition. No films have been reacquired as of June 30, 2000.
Following the sale to the third-party, we accrue participations due to the
third-party in the same manner that the Company has historically amortized film
costs under Financial Accounting Standard (SFAS) No. 53, Financial Reporting by
Producers and Distributors of Motion Picture Films. As a distributor, the
Company has recorded, in its statement of income, the revenues received from and
operating expenses related to the films in all markets where we bear financial
risk for film performance, and, in interest, net and other expense, certain
other costs relating to the agreement.
Recreation and Other Revenues at theme parks are recognized at the time of
visitor attendance. Revenues for retail operations are recognized at
point-of-sale.
Spirits and Wine Revenues from the sale of spirits and wines are
recognized when products are shipped. The Company establishes provisions for
estimated returns and allowances at the time of shipment. Accruals for customer
discounts and rebates are recorded when revenues are recognized.
FOREIGN CURRENCY TRANSLATION For operations in highly inflationary
economies the U.S. dollar is utilized as the functional currency. Affiliates
outside the U.S. generally use the local currency as the functional currency.
For affiliates in countries considered to have a highly inflationary economy,
inventories and property, plant and equipment are translated at historical
exchange rates and translation effects are included in net income. The
cumulative currency translation adjustment balance was $(1,446) million,
$(1,098) million and $(499) million at June 30, 2000, 1999 and 1998,
respectively.
U.S. GAAP
64
<PAGE> 66
THE SEAGRAM COMPANY LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
CASH AND CASH EQUIVALENTS Cash equivalents include time deposits and
highly liquid investments with original maturities of three months or less.
INVENTORIES Inventories consist principally of spirits and wines and are
stated at cost, which is not in excess of market. The cost of spirits and wines
inventories is determined by either the last-in, first-out (LIFO) method or the
identified cost method. In accordance with industry practice, current assets
include spirits and wines inventories which are aged for varying periods of
years. The cost of music, retail and home video inventories is determined by the
first-in, first-out (FIFO) method.
PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment is carried at
cost. Depreciation is determined using the straight-line method based on the
estimated useful lives of the assets, generally at annual rates of 2 1/2 - 10
percent for buildings, 4 - 33 percent for machinery and equipment and 10 - 50
percent for other assets.
GOODWILL AND INTANGIBLE ASSETS The Company has significant acquired
intangible assets, including goodwill, music catalogs, artists' contracts, music
publishing assets, film libraries, copyrights and trademarks. Artists' contracts
and music catalogs are amortized on an accelerated basis over 14 and 20 years,
respectively. From the date of acquisition, the acceleration results in 80
percent of artists' contracts being amortized within the first eight years and
50 percent of music catalogs being amortized within the first five years. Music
publishing assets, film libraries and copyrights are amortized on a
straight-line basis over 20 years. Goodwill is amortized on a straight-line
basis over periods up to 40 years. The Company reviews the carrying value of
goodwill and intangible assets for impairment at least annually or whenever
events or changes in circumstances indicate that the carrying amount may not be
recoverable. Measurement of any impairment would include a comparison of
discounted estimated future operating cash flows anticipated to be generated
during the remaining amortization period to the net carrying value. Music
catalogs, artists' contracts, music publishing assets and copyrights includes
$400 million of the cost of the 1995 Universal acquisition and approximately
$2.8 billion of the cost of the December 1998 PolyGram acquisition. A film
library acquired in connection with the Universal acquisition was valued at $300
million.
STOCK-BASED COMPENSATION Compensation cost attributable to stock option
and similar plans is recognized based on the difference, if any, between the
quoted market price of the Company's common shares on the date of grant over the
exercise price of the option. The Company does not issue options at prices below
market value at date of grant.
DERIVATIVE FINANCIAL INSTRUMENTS The Company enters into foreign currency
and interest rate derivative contracts for the purpose of minimizing risk. The
Company uses currency forwards and options to hedge firm commitments and a
portion of its foreign indebtedness. In addition, the Company hedges foreign
currency risk on intercompany payments and receipts through currency forwards,
options and swaps which offset the exposure being hedged. Gains and losses on
forward contracts are deferred and offset against foreign exchange gains and
losses on the underlying hedged transaction. Gains and losses on forward
contracts used to hedge foreign debt and intercompany payments are recorded in
the income statement in selling, general and administrative expenses. The
Company uses interest rate swaps and swaptions to manage net exposure to
interest rate movements related to its borrowings and to lower its overall
borrowing costs. Net payments or receipts are recorded as adjustments to
interest expense. Interest rate instruments generally have the same life as the
underlying interest rate exposure. Gains or losses on the early termination of
interest rate instruments are recognized over the remaining life, if any, of the
underlying exposure as an adjustment to interest expense.
NEW ACCOUNTING GUIDANCE
Start-Up Costs It has been the Company's policy to capitalize one-time,
direct incremental costs incurred prior to the initial opening of major
recreation facilities, including sales and marketing, park set-up
U.S. GAAP
65
<PAGE> 67
THE SEAGRAM COMPANY LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
and training. Capitalized start-up costs were amortized over a twelve-month
period upon the opening of the facility. At June 30, 1999, capitalized costs
were $141 million. Amortization of start-up costs were $14 million and $1
million in fiscal 1999 and 1998, respectively. On July 1, 1999, the Company
adopted the Accounting Standards Executive Committee of the American Institute
of Certified Public Accountants (AcSEC) Statement of Position (SOP) 98-5,
Reporting on the Costs of Start-Up Activities, which requires that costs of
start-up activities and organization costs be expensed as incurred. The adoption
of SOP 98-5 resulted in an $84 million non-cash after-tax charge in fiscal 2000,
which was recorded as a cumulative effect of a change in accounting principle.
Financial Instruments SFAS No. 133, Accounting for Derivative Instruments
and Hedging Activities, issued by the Financial Accounting Standards Board
(FASB), will require the Company to recognize all derivatives in the financial
statements at fair value beginning July 1, 2000. Changes in the fair value of
all derivatives will be recorded each period in current earnings or other
comprehensive income, depending on whether the derivative is used to hedge
fair-value or cash-flow transactions. The ineffective portion of all hedges will
be recognized in current-period earnings. The adoption of SFAS 133 will not have
a material effect on the Company's financial statements.
Film Accounting In June 2000, the AcSEC issued SOP 00-2, Accounting by
Producers or Distributors of Films. The SOP supersedes current film accounting
standards related to the recognition of revenues, costs and expenses and film
cost valuation and will be adopted by the Company on July 1, 2000. The SOP
requires that advertising costs for theatrical and television product be
expensed as incurred. Additionally, the SOP requires that certain abandoned
project costs, which were previously capitalized as film costs, be expensed on
an accelerated basis. Film costs are also required to be presented on the
balance sheet as noncurrent assets. In connection with the adoption of SOP 00-2,
the Company will expense story costs as incurred. The adoption of SOP 00-2 will
result in an approximate $360 million non-cash after-tax charge to reduce the
carrying value of film inventory, which will be reported as a cumulative effect
of a change in accounting principle.
RECLASSIFICATIONS Certain prior period amounts in the financial statement
notes have been reclassified to conform with the current year presentation.
NOTE 2 SIGNIFICANT TRANSACTIONS
Acquisition of PolyGram
On December 10, 1998, the Company acquired 99.5 percent of the outstanding
shares of PolyGram N.V. (PolyGram), a global music and entertainment company,
for $8,607 million in cash and approximately 47.9 million common shares of the
Company. Substantially all of the common shares were issued to Koninklijke
Philips Electronics N.V., which had owned 75 percent of the PolyGram shares. The
acquisition has been accounted for under the purchase method of accounting, and
accordingly the results of the operations of PolyGram are included in the
results of the Company's music and filmed entertainment segments from the date
of acquisition. The acquisition was financed through both short-term and
long-term borrowings
Allocation of Purchase Price -- The Company completed a purchase price
study related to its acquisition of PolyGram in order to assess and allocate the
purchase price among tangible and intangible assets acquired
U.S. GAAP
66
<PAGE> 68
THE SEAGRAM COMPANY LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
and liabilities assumed, based on fair values at the acquisition date. The final
allocation of purchase price follows:
<TABLE>
<CAPTION>
U.S. DOLLARS IN MILLIONS
------------------------
<S> <C>
Identifiable intangible assets.............................. $ 2,774
Goodwill.................................................... 9,616
Accrual for exit activities................................. (510)
All other, net.............................................. (1,080)
-------
$10,800
=======
</TABLE>
Intangible Assets -- Identifiable intangible assets consist of music
catalogs, artists' contracts, music publishing assets, distribution networks and
customer relationships. Acquired music catalogs, artists' contracts and music
publishing assets are amortized over periods ranging from 14 to 20 years, on an
accelerated basis, and other intangibles are amortized over a 40-year period, on
a straight-line basis. Goodwill is the excess of purchase price over the fair
value of assets acquired and liabilities assumed, and is amortized on a
straight-line basis over a 40-year period.
Accrual for Exit Activities -- In connection with the integration of
PolyGram and Seagram, management developed a formal exit activity plan that was
committed to by management and communicated to employees shortly after the
acquisition was consummated. The accrual for exit activities consists
principally of facility elimination costs, including leasehold termination
payments and incremental facility closure costs, contract terminations,
relocation costs and the severance of approximately 1,700 employees. The
utilization of the accrual for exit activities to date follows:
<TABLE>
<CAPTION>
UTILIZED
----------------- BALANCE AT
EXIT ACTIVITIES CASH NON-CASH JUNE 30, 2000
--------------- ----- -------- -------------
U.S. DOLLARS IN MILLIONS
<S> <C> <C> <C> <C>
Facility elimination costs............. $ 45 $ (23) $ (1) $ 21
Contract terminations.................. 68 (44) (13) 11
Severance or relocation................ 397 (207) (15) 175
---- ----- ---- ----
$510 $(274) $(29) $207
---- ----- ---- ----
</TABLE>
As of June 30, 2000, remaining exit activities relate principally to
contractual obligations, facility elimination and severance payments to be made
in future periods.
Disposition of Tropicana
On August 25, 1998, the Company completed the sale of Tropicana Products,
Inc. and the Company's global fruit juice business (Tropicana) for approximately
$3,288 million in cash, which resulted in a pre-tax gain of $1,445 million
($1,072 million after tax). Tropicana produced and marketed Tropicana, Dole and
U.S. GAAP
67
<PAGE> 69
THE SEAGRAM COMPANY LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
other branded fruit juices and beverages. Summarized financial information
related to the discontinued Tropicana business follows:
<TABLE>
<CAPTION>
PERIOD ENDED FISCAL YEAR ENDED
AUGUST 25, 1998 JUNE 30, 1998
--------------- -----------------
U.S. DOLLARS IN MILLIONS
<S> <C> <C>
Revenues.............................................. $337 $1,986
Cost of revenues...................................... 266 1,394
Selling, general and administrative expenses.......... 68 423
---- ------
Operating income...................................... 3 169
Interest expense...................................... 3 39
Provision for income taxes............................ 3 64
---- ------
Income (loss) from discontinued operations............ $ (3) $ 66
==== ======
</TABLE>
Interest expense above represents allocations based on the ratio of net
assets of discontinued operations to consolidated net assets.
USA Transactions
On October 21, 1997, Universal acquired from Viacom Inc. the remaining 50
percent interest in the USA Networks partnership for $1.7 billion in cash. This
purchase was in addition to Universal's original 50 percent interest in USA
Networks. The acquisition was accounted for under the purchase method of
accounting. The cost of the acquisition was allocated on the basis of the
estimated fair market value of the assets acquired and liabilities assumed. This
transaction resulted in $1.6 billion of goodwill which was being amortized over
40 years.
On February 12, 1998, Universal sold its acquired 50 percent interest in
USA Networks to USA Networks, Inc. (USAi) and contributed its original 50
percent interest in USA Networks, the majority of its television assets and 50
percent of the international operations of USA Networks to USANi LLC. In this
transaction, Universal received $1,332 million in cash, a 10.7 percent interest
in USAi and a 45.8 percent exchangeable interest in USANi LLC. Universal
recognized a gross gain of $583 million, before taking into consideration the
effect of the transaction, which impaired certain remaining television assets
and transformed various related contractual obligations into adverse purchase
commitments. The fair value of these items was determined based on expected
future cash flows. The impairment losses and adverse purchase commitments
arising from the transaction aggregated $223 million and were reflected in the
net gain of $360 million ($222 million after tax). During 1999, $128 million of
accrued costs were reversed as a result of the favorable settlement of certain
contractual obligations and adverse purchase commitments. The transactions
resulted in $82 million of goodwill, which is being amortized over 40 years. The
investment in the 18.2 million shares of USAi common stock held by Universal at
June 30, 2000 is accounted for at market value ($393 million at June 30, 2000)
and has an underlying historical cost of $211 million. The investment in 13.4
million shares of Class B common stock of USAi is carried at its historical cost
of $136 million. The investment in the LLC is accounted for under the equity
method.
Pro Forma Financial Information
The unaudited condensed pro forma income statement data presented below
assume the PolyGram acquisition, the sale of Tropicana and the USA transactions
occurred at the beginning of the 1998 fiscal year. The pro forma information is
not necessarily indicative of the combined results of operations of the Company
that would have occurred if the transactions had occurred on the date previously
indicated, nor is it necessarily indicative of future operating results of the
Company.
U.S. GAAP
68
<PAGE> 70
THE SEAGRAM COMPANY LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
<TABLE>
<CAPTION>
FISCAL YEARS ENDED
JUNE 30,
--------------------------
1999 1998
----------- -----------
U.S. DOLLARS IN MILLIONS,
EXCEPT PER SHARE
AMOUNTS
<S> <C> <C>
Revenues.................................................... $15,344 $14,587
Net income (loss)........................................... $ (208) $ 447
Earnings (loss) per share:
Basic..................................................... $ (0.52) $ 1.12
Diluted................................................... $ (0.52) $ 1.11
</TABLE>
Other Transactions
Disposition of Concert Operations On September 10, 1999, the Company
completed the sale of Universal Concerts, Inc. for proceeds of approximately
$190 million. This transaction resulted in a pre-tax gain of $98 million.
Disposition of Champagne Operations On July 2, 1999, the Company completed
the sale of its Mumm and Perrier-Jouet Champagne operations for approximately
$310 million. The sale price approximated book value and therefore no gain or
loss was recognized. Through agreements with the purchaser, Seagram has retained
global distribution rights for Mumm and Perrier-Jouet Champagnes for a ten-year
period.
Time Warner Shares On February 5, 1998, the Company sold 15 million shares
of Time Warner common stock for pre-tax proceeds of $958 million. On May 27,
1998, the Company sold its remaining 11.8 million shares of Time Warner common
stock for pre-tax proceeds of $905 million. The aggregate gain on the sale of
the shares was $926 million ($602 million after tax).
NOTE 3 RESTRUCTURING CHARGE
Management developed and committed to a formal plan that was communicated
to employees to restructure its music and filmed entertainment operations after
the acquisition of PolyGram. This plan resulted in a fiscal 1999 pre-tax
restructuring charge of $405 million. The charge related entirely to the
Company's existing global music and film production, financial, marketing and
distribution operations and included severance, elimination of duplicate
facilities and labels, termination of artists' and distribution contracts and
costs related to exiting film production arrangements and properties in
development. The major components of the charge were:
<TABLE>
<CAPTION>
FILMED
MUSIC ENTERTAINMENT TOTAL
----- ------------- -----
U.S. DOLLARS IN MILLIONS
<S> <C> <C> <C>
Severance and other employee-related costs.............. $111 $15 $126
Facilities and labels................................... 124 4 128
Contract termination and other costs.................... 78 73 151
---- --- ----
$313 $92 $405
---- --- ----
</TABLE>
The severance and other employee-related costs provided for a reduction of
approximately 1,200 employees worldwide related to facility closures, duplicate
position eliminations and streamlining of operations related to cost reduction
initiatives. The facilities and labels elimination costs provided for domestic
and international lease and label terminations and the write-off of the net book
value of furniture, fixtures and equipment and leasehold improvements for
vacated properties. The costs of contract terminations were comprised primarily
of artists' contracts, distribution contracts, story property commitments and
filmed entertainment term deals. The cash and non-cash elements of the
restructuring charge approximated $318
U.S. GAAP
69
<PAGE> 71
THE SEAGRAM COMPANY LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
million and $87 million, respectively. Many restructuring activities are
complete or near completion. Due to the favorable settlement of certain
contractual and employee severance obligations, $59 million of the original
restructuring charge was credited to income in the second quarter of fiscal
2000. The utilization of the restructuring charge to date follows:
<TABLE>
<CAPTION>
UTILIZED
ORIGINAL RESTRUCTURING ---------------- BALANCE AT
CHARGE CREDIT CASH NON-CASH JUNE 30, 2000
-------- ------------- ----- -------- -------------
U.S. DOLLARS IN MILLIONS
<S> <C> <C> <C> <C> <C>
Severance and other employee-related
costs............................... $126 $(12) $ (74) $ (3) $ 37
Facilities and labels................. 128 (35) (9) (56) 28
Contract termination and other
costs............................... 151 (12) (75) (28) 36
---- ---- ----- ---- ----
$405 $(59) $(158) $(87) $101
==== ==== ===== ==== ====
</TABLE>
As of June 30, 2000, essentially all of the employees provided for under
the restructuring initiative have separated from the Company. Remaining
restructuring activities relate principally to contractual obligations and
severance payments to be made in future periods.
NOTE 4 INVESTMENTS
The Company's investments consist of:
<TABLE>
<CAPTION>
JUNE 30, 2000 JUNE 30, 1999
------------- -------------
U.S. DOLLARS IN MILLIONS
<S> <C> <C>
Equity method investments:
USANi LLC................................................ $2,719 $2,329
Other.................................................... 1,568 1,710
------ ------
4,287 4,039
------ ------
Cost and fair-value investments:
DuPont................................................... 719 1,123
USAi common stock........................................ 393 365
USAi Class B common stock................................ 136 136
Other.................................................... 68 --
------ ------
1,316 1,624
------ ------
$5,603 $5,663
====== ======
</TABLE>
Equity method investments The Company has a number of investments in
unconsolidated companies which are 50 percent or less owned or controlled, that
are accounted for using the equity method. The most significant of these is
USANi LLC, which is part of our filmed entertainment business and is engaged in
network and first run syndication television production, domestic distribution
of its and Universal's television production and operation of the USA Network
and SCI-FI Channel cable networks (49 percent equity interest). Other filmed
entertainment equity investments include Loews Cineplex Entertainment
Corporation, primarily engaged in theatrical exhibition of motion pictures in
the U.S. and Canada (26 percent owned); Cinema International Corporation and
United Cinemas International, both engaged in theatrical exhibition of motion
pictures in territories outside the U.S. and Canada (49 percent owned), and
several other equity investments primarily related to our international
television networks. Significant investments in the recreation and other
business include Universal City Development Partners, (50 percent owned) which
owns Universal Orlando, a themed tourist attraction in Orlando, Florida, that
includes Universal Studios, Islands of Adventure, CityWalk, Hard Rock Live and a
50 percent interest in the Portofino Bay Hotel (a Loews hotel);
U.S. GAAP
70
<PAGE> 72
THE SEAGRAM COMPANY LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
USJ Co., Ltd., which has begun development of a motion picture themed tourist
attraction, Universal Studios Japan, and owns commercial real estate in Osaka,
Japan (24 percent owned); Universal Studios Port Aventura, a theme park located
in Spain (37 percent owned); SEGA GameWorks LLC, which designs, develops and
operates location-based entertainment centers (27 percent owned); and Interplay
Entertainment Corp., an entertainment software developer (16 percent owned). In
the music business, the most significant equity investment is GetMusic, an
online music alliance to create Internet sites that promote and sell music (50
percent owned). The spirits and wine business has an investment in Kirin-Seagram
Limited, which is engaged in the manufacture, sale and distribution of distilled
beverage alcohol and wines in Japan (49 percent owned).
Summarized financial information for the Company's investments in
unconsolidated companies, derived from unaudited historical financial results,
follows:
SUMMARIZED BALANCE SHEET INFORMATION
<TABLE>
<CAPTION>
JUNE 30, 2000 JUNE 30, 1999
------------- -------------
U.S. DOLLARS IN MILLIONS
<S> <C> <C>
Current assets............................................. $ 2,250 $ 1,897
Noncurrent assets.......................................... 12,781 11,928
------- -------
$15,031 $13,825
======= =======
Current liabilities........................................ $ 2,123 $ 1,991
Noncurrent liabilities..................................... 4,693 3,883
Equity..................................................... 8,215 7,951
------- -------
$15,031 $13,825
======= =======
Proportionate share of net assets of unconsolidated
companies................................................ $ 3,392 $ 3,691
======= =======
</TABLE>
Approximately $700 million of the cost of the 1995 Universal acquisition
was allocated to goodwill related to investments in unconsolidated companies and
is being amortized on a straight-line basis over 40 years.
SUMMARIZED STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
FISCAL YEARS ENDED JUNE 30,
-----------------------------
2000 1999 1998
------- ------- -------
U.S. DOLLARS IN MILLIONS
<S> <C> <C> <C>
Revenues................................................. $6,117 $5,294 $4,561
Earnings before interest and taxes....................... $ 286 $ 351 $ 366
Net income............................................... $ 241 $ 314 $ 173
</TABLE>
The equity earnings (losses) of unconsolidated companies in the
consolidated statement of income includes goodwill amortization related to
unconsolidated companies of $17 million, $35 million and $81 million for the
fiscal years ended June 30, 2000, 1999 and 1998, respectively, principally in
the filmed entertainment and recreation and other segments. Additionally,
operating income for the fiscal year ended June 30, 1998 includes $76 million of
income from USA Networks for the period from October 21, 1997 to February 12,
1998 when the Company owned 100 percent of USA Networks as described in Note 2.
Cost and fair-value investments
DuPont -- At June 30, 2000, the Company owned 16.4 million shares of the
outstanding common stock of E.I. du Pont de Nemours and Company (DuPont). The
Company accounts for the investment at market
U.S. GAAP
71
<PAGE> 73
THE SEAGRAM COMPANY LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
value which was $719 million at June 30, 2000. The underlying historical book
value of the DuPont shares is $187 million, which represents the historical cost
of the shares plus unremitted earnings related to those shares.
USAi -- At June 30, 2000, the Company owned 18.2 million shares of the
outstanding common stock of USAi. The investment, which is accounted for at
market value ($393 million at June 30, 2000), has an underlying cost of $211
million. At June 30, 2000, the Company also owned 13.4 million shares of USAi
Class B common stock which is carried at its historical cost of $136 million.
Other -- Other cost and fair-value investments at June 30, 2000, are
primarily related to our music electronic business initiatives.
NOTE 5 LONG-TERM DEBT AND CREDIT ARRANGEMENTS
LONG-TERM DEBT
<TABLE>
<CAPTION>
JUNE 30, 2000 JUNE 30, 1999
------------- -------------
U.S. DOLLARS IN MILLIONS
<S> <C> <C>
6.5% Debentures due 2003.................................... $ 200 $ 200
8.35% Debentures due 2006................................... 200 200
8.35% Debentures due 2022................................... 200 200
6.875% Debentures due 2023.................................. 200 200
6% Swiss Franc Bonds due 2085 (SF 250 million).............. 153 162
7.50% Adjustable Conversion-rate Equity Security Units(1)... 1,004 927
Other....................................................... 293 208
------ ------
2,250 2,097
------ ------
Joseph E. Seagram & Sons, Inc. (JES), guaranteed by Company:
5.79% Senior Notes due 2001............................... 250 250
6.25% Senior Notes due 2001............................... 600 600
6.4% Senior Notes due 2003................................ 400 400
6.625% Senior Notes due 2005.............................. 475 475
8.375% Debentures due 2007................................ 200 200
7% Debentures due 2008.................................... 200 200
6.8% Senior Notes due 2008................................ 450 450
8.875% Debentures due 2011................................ 223 223
9.65% Debentures due 2018................................. 249 249
7.5% Senior Debentures due 2018........................... 875 875
9% Debentures due 2021.................................... 198 198
7.6% Senior Debentures due 2028........................... 700 700
8.00% Senior Quarterly Income Debt Securities due 2038
(QUIDS)................................................ 550 550
Liquid Yield Option Notes (LYONs)(2)...................... 9 9
------ ------
5,379 5,379
------ ------
7,629 7,476
Current portion of long-term debt........................... (251) (8)
------ ------
$7,378 $7,468
====== ======
</TABLE>
---------------
(1) In June 1999, the Company issued 18,500,000 units of the 7.5% Adjustable
Conversion-rate Equity Security Units at a stated price of $50.125 for an
aggregate initial offering price of $927 million. In
U.S. GAAP
72
<PAGE> 74
THE SEAGRAM COMPANY LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
July 1999, the Company issued additional 1,525,000 units of the 7.5%
Adjustable Conversion-rate Equity Security Units at a stated price of
$50.125 for $77 million. Each unit consists of a contract to purchase common
shares of the Company and a subordinated deferrable note of its subsidiary,
Joseph E. Seagram & Sons, Inc., that is guaranteed by the Company. Under the
purchase contracts, on June 21, 2002, the unit holders will purchase for
$50.125 not more than one and not less than 0.8333 of one share of the
Company's common shares per unit, depending on the average trading price of
the common shares during a specified trading period in June 2002. The junior
subordinated deferrable notes have a principle amount equal to the stated
amount of the units and an interest rate of 7.62%. The interest rate on the
note is subject to adjustment at March 21, 2002 and the note matures on June
21, 2004. The holders of the units are required to pay contract fees to the
Company at an annual rate of .12%. These payments will be funded out of
payments made in respect of the notes so that the net distributions on the
notes will be 7.5%.
(2) LYONs are zero coupon notes with no interest payments due until maturity on
March 5, 2006. Each $1,000 face amount LYON may be converted, at the option
of the holder, into 18.44 of the Company's common shares (189,106 shares at
June 30, 2000). The Company has guaranteed the LYONs on a subordinated
basis.
The Company's unused lines of credit totaled $5.5 billion and have varying
terms of up to two years. At June 30, 2000, short-term borrowings comprised $248
million of bank borrowings bearing interest at market rates.
Interest expense on long-term debt was $576 million, $380 million and $226
million in the fiscal years ended June 30, 2000, 1999 and 1998, respectively.
Annual repayments and redemptions of long-term debt for the five fiscal years
subsequent to June 30, 2000 are: 2001 -- $251 million; 2002 -- $674 million;
2003 -- $203 million; 2004 -- $1,407 million; and 2005 -- $9 million.
Summarized financial information for JES and its subsidiaries is presented
below. Separate financial statements and other disclosures related to JES are
not provided because management has determined that such information does not
provide additional meaningful information to holders of JES debt securities.
<TABLE>
<CAPTION>
FISCAL YEARS ENDED JUNE 30,
-----------------------------
2000 1999 1998
------- ------- -------
U.S. DOLLARS IN MILLIONS
<S> <C> <C> <C>
Revenues.................................................... $2,438 $2,242 $2,144
Cost of revenues............................................ $1,514 $1,390 $1,356
Loss from continuing operations............................. $ (37) $ (8) $ (8)
Discontinued Tropicana operations........................... -- -- (17)
------ ------ ------
Net loss.................................................... $ (37) $ (8) $ (25)
====== ====== ======
</TABLE>
<TABLE>
<CAPTION>
JUNE 30, 2000 JUNE 30, 1999
------------- -------------
U.S. DOLLARS IN MILLIONS
<S> <C> <C>
Current assets.............................................. $ 2,232 $ 1,674
Noncurrent assets........................................... 18,377 18,602
------- -------
$20,609 $20,276
======= =======
Current liabilities......................................... $ 879 $ 1,099
Noncurrent liabilities...................................... 10,889 10,014
Shareholders' equity........................................ 8,841 9,163
------- -------
$20,609 $20,276
======= =======
</TABLE>
U.S. GAAP
73
<PAGE> 75
THE SEAGRAM COMPANY LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
NOTE 6 FINANCIAL INSTRUMENTS
The carrying value of cash, cash equivalents, receivables, short-term
borrowings, current portion of long-term debt and payables approximate fair
value because maturities are less than one year in duration. The Company's
remaining financial instruments consisted of the following:
<TABLE>
<CAPTION>
ASSET (LIABILITY)
------------------------------------------------------------
JUNE 30, 2000 JUNE 30, 1999
---------------------------- ----------------------------
CARRYING VALUE FAIR VALUE CARRYING VALUE FAIR VALUE
-------------- ---------- -------------- ----------
U.S. DOLLARS IN MILLIONS
<S> <C> <C> <C> <C>
NONDERIVATIVES
Investments (Note 4)...................... $ 431 $ 1,130 $ 398 $ 1,488
Long-term debt............................ $(7,378) $(7,239) $(7,468) $(7,600)
DERIVATIVES HELD FOR PURPOSES OTHER THAN
TRADING
Foreign exchange forwards................. $ -- $ 6 $ -- $ 50
Interest rate swaps....................... -- (41) -- 13
------- ------- ------- -------
$ -- $ (35) $ -- $ 63
======= ======= ======= =======
</TABLE>
Fair value of investments was determined based on quoted market value of
these securities as traded on stock exchanges. Fair value of long-term debt was
estimated using quoted market prices for similar issues. The fair value for
foreign exchange and interest rate instruments was based on market prices as
quoted from financial institutions.
The Company, as the result of its global operating and financing
activities, is exposed to changes in interest rates and foreign currency
exchange rates that may adversely affect its results of operations and financial
position. In seeking to minimize the risks and costs associated with such
activities, the Company manages the impact of interest rate changes and foreign
currency changes on earnings and cash flows by entering into derivative
contracts. The Company does not use derivative financial instruments for trading
or speculative purposes.
At June 30, 2000, the Company held interest rate swap contracts that had
notional amounts of $2,250 million ($500 million at June 30, 1999). These swap
agreements expire in one to seven years.
At June 30, 2000, the Company held foreign currency forward contracts and
options to purchase and sell foreign currencies, including cross-currency
contracts and options to sell one foreign currency for another currency, with
notional amounts totaling $1,972 million ($4,539 million at June 30, 1999). The
forward contracts and options are primarily used to hedge the exchange rate
exposure to foreign currency forecasted cash flows. The forecasted cash flows
are principally related to intercompany sales, royalties, licenses and service
fees. These derivatives have varying maturities not exceeding two years. The
principal currencies hedged are the euro, British pound, Canadian dollar and
Japanese yen.
The Company minimizes its credit exposure to counter-parties by entering
into contracts only with highly-rated commercial banks or financial institutions
and by distributing the transactions among the selected institutions. Although
the Company's credit risk is the replacement cost at the then-estimated fair
value of the instrument, management believes that the risk of incurring losses
is remote and that such losses, if any, would not be material. The market risk
related to the foreign exchange agreements should be offset by changes in the
valuation of the underlying items being hedged.
NOTE 7 COMMON SHARES, EARNINGS PER SHARE AND STOCK OPTIONS
The Company is authorized to issue an unlimited number of common and
preferred shares without nominal or par value. At June 30, 2000, 58,202,953
common shares were potentially issuable upon the
U.S. GAAP
74
<PAGE> 76
THE SEAGRAM COMPANY LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
conversion of the LYONs, the exercise of employee stock options, the conversion
of deferred share units and the early settlement of the contracts to purchase
shares under the Adjustable Conversion-rate Equity Security Units. Basic net
income per share was based on the following weighted average number of shares
outstanding during the fiscal years ended June 30, 2000 -- 434,544,033; June 30,
1999 -- 378,193,043; and June 30, 1998 -- 349,874,259. Diluted net income per
share was based on the following weighted average number of shares outstanding
during the fiscal years ended June 30, 2000 -- 441,366,684; and June 30, 1998 --
353,604,553. Average shares of 4,933,249 were not included in the computation of
1999 diluted net income per share because to do so would have been
anti-dilutive.
STOCK OPTION PLANS
Under the Company's employee stock option plans, options may be granted to
purchase the Company's common shares at not less than the fair market value of
the shares on the date of the grant. Currently outstanding options become
exercisable one to five years from the grant date and expire ten years after the
grant date.
The Company has adopted SFAS 123, Accounting for Stock-Based Compensation.
In accordance with the provisions of SFAS 123, the Company applies Accounting
Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, and
related interpretations in accounting for its plans and does not recognize
compensation expense for its stock-based compensation plans other than for
restricted stock. If the Company had elected to recognize compensation expense
based upon the fair value at the grant date for awards under these plans
utilizing the methodology prescribed by SFAS 123, the Company's net income and
earnings per share would be reduced to the pro forma amounts indicated below:
<TABLE>
<CAPTION>
FISCAL YEARS ENDED JUNE 30,
---------------------------------
2000 1999 1998
--------- -------- --------
U.S. DOLLARS IN MILLIONS, EXCEPT
PER SHARE AMOUNTS
<S> <C> <C> <C>
Net income (loss):
As reported............................................... $ 40 $ 686 $ 946
Pro forma................................................. (49) 622 892
Basic earnings (loss) per common share:
As reported............................................... $ 0.09 $1.81 $2.70
Pro forma................................................. (0.11) 1.64 2.55
Diluted earnings (loss) per common share:
As reported............................................... $ 0.09 $1.81 $2.68
Pro forma................................................. (0.11) 1.64 2.52
</TABLE>
These pro forma amounts may not be representative of future disclosures.
The fair value for these options was estimated at the date of grant using the
Black-Scholes option-pricing model with the following weighted-average
assumptions for the fiscal years ended June 30, 2000, 1999 and 1998,
respectively: dividend yields of 1.1, 1.5 and 1.8 percent; expected volatility
of 29, 30 and 25 percent; risk-free interest rates of 6.7, 5.1 and 5.6 percent;
and expected life of six years for all periods. The weighted average fair value
of options granted during the fiscal years ended June 30, 2000, 1999 and 1998
for which the exercise price equals the market price on the grant date was
$22.39, $15.25 and $10.92, respectively. The weighted average fair value of
options granted during the fiscal year ended June 30, 1998 for which the
exercise price exceeded the market price on the grant date was $7.44.
The Black-Scholes option valuation model was developed for use in
estimating the fair value of traded options which have no vesting restrictions
and are fully transferable. In addition, option valuation models
U.S. GAAP
75
<PAGE> 77
THE SEAGRAM COMPANY LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
require the input of highly subjective assumptions including the expected stock
price volatility. Because the Company's employee stock options have
characteristics significantly different from those of traded options, and
because changes in the subjective input assumptions can materially affect the
fair value estimate, in management's opinion, the existing models do not
necessarily provide a reliable single measure of the fair value of its employee
stock options.
Transactions involving stock options are summarized as follows:
<TABLE>
<CAPTION>
WEIGHTED
AVERAGE
EXERCISE PRICE
STOCK OPTIONS OF OPTIONS
OUTSTANDING OUTSTANDING
------------- --------------
<S> <C> <C>
BALANCE, JUNE 30, 1997...................................... 32,961,126 $31.79
Granted..................................................... 8,160,909 38.32
Exercised................................................... (2,751,832) 26.14
Cancelled................................................... (752,284) 38.53
---------- ------
BALANCE, JUNE 30, 1998...................................... 37,617,919 33.49
Granted..................................................... 11,674,558 45.40
Exercised................................................... (8,489,374) 31.50
Cancelled................................................... (3,234,811) 34.79
---------- ------
BALANCE, JUNE 30, 1999...................................... 37,568,292 37.53
Granted..................................................... 9,299,360 59.97
Exercised................................................... (4,583,749) 31.36
Cancelled................................................... (977,503) 49.31
---------- ------
BALANCE, JUNE 30, 2000...................................... 41,306,400 42.99
========== ======
</TABLE>
The following table summarizes information concerning currently outstanding
and exercisable stock options:
<TABLE>
<CAPTION>
WEIGHTED
AVERAGE
REMAINING WEIGHTED WEIGHTED
NUMBER CONTRACTUAL AVERAGE NUMBER AVERAGE
RANGE OF EXERCISE PRICES OUTSTANDING LIFE EXERCISE PRICE EXERCISABLE EXERCISE PRICE
------------------------ ----------- ----------- -------------- ----------- --------------
<S> <C> <C> <C> <C> <C>
under $30................... 5,451,676 2.7 $27.18 5,385,010 $27.17
$30 - $40................... 19,352,833 6.5 35.67 14,654,396 35.40
$40 - $50................... 5,562,122 8.6 47.66 1,782,782 47.71
$50 - $60................... 3,329,141 8.9 57.37 867,488 57.22
$60 - $70................... 7,610,628 9.6 61.44 -- --
---------- ----------
41,306,400 22,689,676
</TABLE>
U.S. GAAP
76
<PAGE> 78
THE SEAGRAM COMPANY LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
NOTE 8 INCOME TAXES
The following tables summarize the sources of pre-tax income and the
resulting income tax expense:
GEOGRAPHIC COMPONENTS OF PRETAX INCOME
<TABLE>
<CAPTION>
FISCAL YEARS ENDED JUNE 30,
---------------------------
2000 1999 1998
------ ------ -------
U.S. DOLLARS IN MILLIONS
<S> <C> <C> <C>
U.S. ....................................................... $(458) $(545) $1,192
Canada...................................................... 93 39 51
Other jurisdictions......................................... 555 (73) 368
----- ----- ------
Income (loss) from continuing operations, before tax........ 190 (579) 1,611
Discontinued Tropicana operations........................... -- 1,445 130
----- ----- ------
Income before tax........................................... $ 190 $ 866 $1,741
===== ===== ======
</TABLE>
COMPONENTS OF INCOME TAX EXPENSE
<TABLE>
<CAPTION>
FISCAL YEARS ENDED JUNE 30,
---------------------------
2000 1999 1998
------ ------- ------
U.S. DOLLARS IN MILLIONS
<S> <C> <C> <C>
Income tax expense (benefit) applicable to:
Continuing operations....................................... $158 $ (33) $638
Discontinued Tropicana operations........................... -- 376 64
---- ----- ----
Total income tax expense.................................... $158 $ 343 $702
==== ===== ====
Current
Continuing operations
Federal................................................ $ -- $(256) $134
State and local........................................ 8 3 (20)
Other jurisdictions.................................... 67 128 77
---- ----- ----
75 (125) 191
Discontinued Tropicana operations......................... -- 376 58
---- ----- ----
75 251 249
---- ----- ----
Deferred
Continuing operations
Federal................................................ (35) 130 351
State and local........................................ (2) 2 34
Other jurisdictions.................................... 120 (40) 62
---- ----- ----
83 92 447
Discontinued Tropicana operations......................... -- -- 6
---- ----- ----
83 92 453
---- ----- ----
Total income tax expense.................................... $158 $ 343 $702
==== ===== ====
</TABLE>
U.S. GAAP
77
<PAGE> 79
THE SEAGRAM COMPANY LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
COMPONENTS OF NET DEFERRED TAX LIABILITY
<TABLE>
<CAPTION>
JUNE 30, 2000 JUNE 30, 1999
------------- -------------
U.S. DOLLARS IN MILLIONS
<S> <C> <C>
Basis and amortization differences.......................... $ 969 $ 1,016
DuPont share redemption..................................... 1,540 1,540
DuPont and USAi investments................................. 471 613
Unremitted foreign earnings................................. 102 89
Other, net.................................................. 106 193
------- -------
Deferred tax liabilities.................................... 3,188 3,451
------- -------
Employee benefits........................................... (17) (114)
Tax credit and net operating loss carryovers................ (515) (256)
Valuation, doubtful accounts and return reserves............ (23) (259)
Other, net.................................................. (703) (697)
------- -------
Deferred tax assets......................................... (1,258) (1,326)
Valuation allowance......................................... 270 82
------- -------
(988) (1,244)
------- -------
Net deferred tax liability.................................. $ 2,200 $ 2,207
======= =======
</TABLE>
The Company has U.S. tax credit carryovers of $56 million, $13 million of
which has no expiration date and $43 million of which have expiration dates
through 2009. In addition, the Company has approximately $1,309 million of net
operating loss carryovers, the majority of which have expiration dates through
2020. A portion of the valuation allowance arises from uncertainty as to the
realization of certain of these tax credit and net operating loss carryovers. If
realized, these benefits would be applied to reduce the unallocated purchase
price.
Deferred tax assets and liabilities are recognized based on differences
between the financial statement and tax bases of assets and liabilities using
presently enacted tax rates. Provision is made for income taxes which may be
payable on foreign subsidiary earnings to the extent that the Company
anticipates that they will be remitted. Unremitted earnings of foreign
subsidiaries which have been, or are intended to be, permanently reinvested and
for which no income tax has been provided, approximated $6,400 million at June
30, 2000. It is not practicable to estimate the additional tax that would be
incurred, if any, if these amounts were repatriated.
EFFECTIVE INCOME TAX RATE -- CONTINUING OPERATIONS
<TABLE>
<CAPTION>
FISCAL YEARS ENDED
JUNE 30,
--------------------
2000 1999 1998
---- ---- ----
<S> <C> <C> <C>
U.S. statutory rate......................................... 35% (35)% 35%
Goodwill amortization....................................... 58 11 1
Equity income............................................... 25 10 --
Foreign tax at other than U.S. statutory rate............... (39) 5 4
State and local............................................. 2 -- 1
Other....................................................... 2 3 (1)
--- --- --
Effective income tax rate -- continuing operations.......... 83% (6)% 40%
=== === ==
</TABLE>
U.S. GAAP
78
<PAGE> 80
THE SEAGRAM COMPANY LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Various taxation authorities have proposed or levied assessments for
additional income taxes of prior years. Management believes that settlements
will not have a material effect on the results of operations, financial position
or liquidity of the Company.
NOTE 9 BENEFIT PLANS
Retirement pensions are provided for substantially all of the Company's
employees through defined benefit or defined contribution plans sponsored by the
Company or unions representing employees. For Company-sponsored defined benefit
plans, pension expense and plan contributions are determined by independent
consulting actuaries. The funding policy for tax-qualified pension plans is
consistent with statutory funding requirements and regulations. Contributions to
defined contribution plans are funded and expensed currently. Postretirement
health care and life insurance are provided to a majority of nonunion employees
in the U.S. Eligibility for benefits is based upon retirement, age and
completion of a specified number of years of service. Postemployment programs,
principally severance, are provided for the majority of nonunion employees. The
cost of these programs is accrued based on actuarial studies. There is no
advance funding for postretirement or postemployment benefits.
The following tables pertain to the Company's defined benefit pension or
postretirement plans principally in the U.S., the U.K., Canada, France, Germany
and Japan, and provide reconciliations of the changes in benefit obligations,
fair value of plan assets and funded status for the two-year period ending June
30, 2000:
<TABLE>
<CAPTION>
POSTRETIREMENT
PENSION BENEFITS BENEFITS
---------------- --------------
2000 1999 2000 1999
------ ------ ----- -----
U.S. DOLLARS IN MILLIONS
<S> <C> <C> <C> <C>
CHANGE IN BENEFIT OBLIGATION
Benefit obligation at beginning of year.................. $1,339 $1,070 $ 182 $ 172
Service cost............................................. 54 48 2 2
Interest cost............................................ 81 81 13 12
Plan amendements and acquisitions........................ 41 220 (1) 5
Actuarial (gain) loss, net............................... (77) 21 (12) 1
Benefits paid............................................ (101) (81) (11) (10)
Translation.............................................. (12) (20) -- --
------ ------ ----- -----
Benefit obligation at end of year........................ $1,325 $1,339 $ 173 $ 182
====== ====== ===== =====
FAIR VALUE OF PLAN ASSETS
Fair value of plan assets at beginning of year........... $1,365 $1,271 $ -- $ --
Actual return on plan assets............................. 91 127 -- --
Acquisition.............................................. -- 45 -- --
Contributions............................................ 16 15 11 10
Benefits paid............................................ (95) (80) (11) (10)
Translation.............................................. (9) (13) -- --
------ ------ ----- -----
Fair value of plan assets at end of year................. $1,368 $1,365 $ -- $ --
====== ====== ===== =====
</TABLE>
U.S. GAAP
79
<PAGE> 81
THE SEAGRAM COMPANY LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
<TABLE>
<CAPTION>
POSTRETIREMENT
PENSION BENEFITS BENEFITS
---------------- --------------
2000 1999 2000 1999
------ ------ ----- -----
U.S. DOLLARS IN MILLIONS
<S> <C> <C> <C> <C>
FUNDED STATUS
Funded status at end of year............................. $ 43 $ 26 $(173) $(182)
Unrecognized actuarial gain.............................. (212) (203) (18) (3)
Unrecognized prior service (benefit) cost................ 55 15 (13) (16)
Unrecognized net transition (asset) obligation........... (2) 4 -- --
------ ------ ----- -----
Accrued pension liability................................ $ (116) $ (158) $(204) $(201)
====== ====== ===== =====
</TABLE>
Amounts recognized in the Company's consolidated balance sheet at June 30
consist of:
<TABLE>
<CAPTION>
POSTRETIREMENT
PENSION BENEFITS BENEFITS
---------------- --------------
2000 1999 2000 1999
------ ------ ----- -----
U.S. DOLLARS IN MILLIONS
<S> <C> <C> <C> <C>
Prepaid benefit cost...................................... $ 198 $ 181 $ -- $ --
Accrued benefit liability................................. (314) (339) (204) (201)
----- ----- ----- -----
Net liability recognized.................................. $(116) $(158) $(204) $(201)
===== ===== ===== =====
</TABLE>
Net periodic pension and other postretirement benefit costs for the fiscal
years ended June 30 include the following components:
<TABLE>
<CAPTION>
PENSION BENEFITS POSTRETIREMENT BENEFITS
----------------------- -----------------------
2000 1999 1998 2000 1999 1998
----- ----- ----- ----- ----- -----
U.S. DOLLARS IN MILLIONS
<S> <C> <C> <C> <C> <C> <C>
Service cost................................. $ 54 $ 48 $ 25 $ 2 $ 2 $ 2
Interest cost................................ 81 81 70 13 12 11
Expected return on plan assets............... (125) (116) (107) -- -- --
Amortization of prior service costs.......... 8 3 3 (3) (3) (3)
Amortization of actuarial gains.............. (7) (6) (6) -- -- (1)
----- ----- ----- --- --- ---
Net benefit cost (credit).................... $ 11 $ 10 $ (15) $12 $11 $ 9
===== ===== ===== === === ===
</TABLE>
The weighted average rates and assumptions utilized in accounting for these
plans for the fiscal years ended June 30 were:
<TABLE>
<CAPTION>
PENSION BENEFITS POSTRETIREMENT BENEFITS
-------------------- -----------------------
2000 1999 1998 2000 1999 1998
---- ---- ---- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C>
Discount rate..................................... 8.0% 7.3% 7.0% 8.0% 7.3% 7.0%
Expected return on plan assets.................... 10.0% 10.0% 10.8% -- -- --
Rate of compensation increase..................... 5.0% 4.5% 4.3% 5.0% 4.5% 4.3%
</TABLE>
The projected benefit obligation, accumulated benefit obligation and fair
value of plan assets for the pension plans with accumulated benefit obligations
in excess of plan assets were $212 million, $184 million and $13 million,
respectively as of June 30, 2000, and $218 million, $196 million and $15
million, respectively as of June 30, 1999.
For postretirement benefit measurement purposes, the Company assumed growth
in the per capita cost of covered health care benefits (the health care cost
trend rate) would gradually decline from 8.2 percent and 7.2 percent in the
pre-age 65 and post-age 65 categories, respectively in 1998 to 6 percent and 5
percent, pre-
U.S. GAAP
80
<PAGE> 82
THE SEAGRAM COMPANY LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
age 65 and post-age 65, respectively in 2002. In fiscal 2000, a
one-percentage-point increase in the annual trend rate would have increased the
postretirement benefit obligation by $7 million and the pre-tax expense by $1
million; conversely, a one-percentage-point decrease in the annual trend rate
would have decreased the postretirement benefit obligation by $6 million and the
pre-tax expense by $1 million.
During 1999, the Company amended the pension plan for certain U.S.
employees from a final pay plan to a cash balance pension plan. Under the new
plan, participants accrue benefits based on a percentage of pay plus interest.
The new cash balance plan allows lump sum benefit payments in addition to
annuities. This change did not have a significant impact on the Company's net
periodic pension costs for the fiscal year ended June 30, 1999.
NOTE 10 BUSINESS SEGMENT AND GEOGRAPHIC DATA
BUSINESS SEGMENT DATA
The Company's four reportable segments are: music, filmed entertainment,
recreation and other, and spirits and wine. Each reportable segment defined by
the Company is a strategic business unit that offers different products and
services that are marketed through different channels. Segments are managed
separately because of their unique customers, technology, marketing and
distribution requirements. The Company evaluates the performance of its segments
and allocates resources to them based on several performance measures, including
modified EBITDA (EBITDA). As defined by the Company, EBITDA consists of
operating earnings (losses) before depreciation, amortization, corporate
expenses and restructuring activities from consolidated companies. While not a
standard measurement under GAAP, the Company believes EBITDA is an appropriate
measure of operating performance, given the significant assets and goodwill
associated with the Company's acquisitions. However, EBITDA could be defined
differently by other companies and should be considered in addition to, not as a
substitute for, other measures of financial performance including revenues and
operating income. There are no intersegment revenues; however, corporate
headquarters allocates a portion of its costs to each of its operating segments.
The Company does not allocate interest income, interest expense, income taxes or
unusual items to segments.
U.S. GAAP
81
<PAGE> 83
THE SEAGRAM COMPANY LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
<TABLE>
<CAPTION>
FILMED RECREATION SPIRITS
MUSIC ENTERTAINMENT AND OTHER AND WINE CORPORATE TOTAL
------- ------------- ---------- -------- --------- -------
U.S. DOLLARS IN MILLIONS
<S> <C> <C> <C> <C> <C> <C>
JUNE 30, 2000
Revenues.................. $ 6,236 $3,480 $ 862 $5,108 $ -- $15,686
EBITDA.................... $ 1,018 $ (61) $ 188 $ 727 $ -- $ 1,872
Depreciation and
amortization............ (730) (97) (105) (125) (10) (1,067)
Corporate expenses........ -- -- -- -- (111) (111)
Restructuring credit...... 40 19 -- -- -- 59
------- ------ ------ ------ ------ -------
Operating income (loss)... $ 328 $ (139) $ 83 $ 602 $ (121) $ 753
======= ====== ====== ====== ====== =======
Segment assets............ $16,082 $7,624 $2,568 $4,521 $2,013(1) $32,808
Equity method
investments............. $ 18 $3,177 $1,037 $ 55 $ -- $ 4,287
Capital expenditures...... $ 263 $ 113 $ 101 $ 121 $ 9 $ 607
JUNE 30, 1999
Revenues.................. $ 3,751 $2,931 $ 818 $4,812 $ -- $12,312
EBITDA.................... $ 347 $ (136) $ 133 $ 684 $ -- $ 1,028
Depreciation and
amortization............ (473) (70) (88) (132) (10) (773)
Corporate expenses........ -- -- -- -- (100) (100)
Restructuring charge...... (313) (92) -- -- -- (405)
------- ------ ------ ------ ------ -------
Operating income (loss)... $ (439) $ (298) $ 45 $ 552 $ (110) $ (250)
======= ====== ====== ====== ====== =======
Segment assets............ $16,392 $7,735 $3,029 $5,165 $2,690(2) $35,011
Equity method
investments............. $ 26 $2,810 $1,151 $ 52 $ -- $ 4,039
Capital expenditures...... $ 135 $ 134 $ 134 $ 128 $ -- $ 531
JUNE 30, 1998
Revenues.................. $ 1,461 $2,793 $ 695 $4,525 $ -- $ 9,474
EBITDA.................... $ 84 $ 316 $ 99 $ 583 $ -- $ 1,082
Depreciation and
amortization............ (128) (87) (75) (119) (7) (416)
Corporate expenses........ -- -- -- -- (113) (113)
------- ------ ------ ------ ------ -------
Operating income (loss)... $ (44) $ 229 $ 24 $ 464 $ (120) $ 553
======= ====== ====== ====== ====== =======
Segment assets............ $ 2,902 $6,638 $3,044 $5,594 $4,001(3) $22,179
Equity method
investments............. $ 24 $2,431 $ 961 $ 21 $ -- $ 3,437
Capital expenditures...... $ 31 $ 94 $ 115 $ 170 $ -- $ 410
</TABLE>
---------------
(1) Comprised of corporate assets not identifiable with reported segments
($1,294) and DuPont holdings ($719).
(2) Comprised of corporate assets not identifiable with reported segments
($1,567) and DuPont holdings ($1,123).
(3) Comprised of corporate assets not identifiable with reported segments
($1,039), DuPont holdings ($1,228) and net assets of discontinued Tropicana
operations ($1,734).
U.S. GAAP
82
<PAGE> 84
THE SEAGRAM COMPANY LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
GEOGRAPHIC DATA
The following table presents revenues and long-lived assets by geographic
area for the 2000, 1999 and 1998 fiscal years. Revenues are classified based
upon the location of the customer. In addition to Canada, the Company's country
of domicile, individual countries are specified if revenues or long-lived assets
exceed 10 percent of the total.
<TABLE>
<CAPTION>
FISCAL YEARS ENDED JUNE 30,
----------------------------
2000 1999 1998
------- ------- ------
U.S. DOLLARS IN MILLIONS
<S> <C> <C> <C>
REVENUES
United States............................................... $ 7,285 $ 5,917 $4,977
United Kingdom.............................................. 1,763 1,277 769
Canada...................................................... 438 325 285
Other countries............................................. 6,200 4,793 3,443
------- ------- ------
$15,686 $12,312 $9,474
======= ======= ======
</TABLE>
<TABLE>
<CAPTION>
JUNE 30, 2000 JUNE 30, 1999
------------- -------------
U.S. DOLLARS IN MILLIONS
<S> <C> <C>
LONG-LIVED ASSETS
United States............................................... $14,872 $15,093
United Kingdom.............................................. 1,654 1,905
Canada...................................................... 459 456
Other countries............................................. 8,024 8,676
------- -------
$25,009 $26,130
======= =======
</TABLE>
NOTE 11 ADDITIONAL FINANCIAL INFORMATION
Income Statement and Cash Flow Data
<TABLE>
<CAPTION>
FISCAL YEARS ENDED JUNE 30,
---------------------------
2000 1999 1998
------ ------- ------
U.S. DOLLARS IN MILLIONS
<S> <C> <C> <C>
INTEREST, NET AND OTHER EXPENSE
Interest expense............................................ $745 $ 592 $318
Interest income............................................. (58) (109) (59)
Dividend income............................................. (23) (23) (27)
Capitalized interest........................................ (3) (3) (4)
---- ----- ----
$661 $ 457 $228
==== ===== ====
EXCISE TAXES (included in revenues and cost of revenues).... $883 $ 865 $726
CASH FLOW DATA
Interest paid, net.......................................... $728 $ 643 $265
Income taxes paid........................................... $133 $ 471 $144
</TABLE>
U.S. GAAP
83
<PAGE> 85
THE SEAGRAM COMPANY LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Balance Sheet Data
<TABLE>
<CAPTION>
JUNE 30, 2000 JUNE 30, 1999
------------- -------------
U.S. DOLLARS IN MILLIONS
<S> <C> <C>
RECEIVABLES
Trade....................................................... $3,071 $3,227
Other....................................................... 433 432
------ ------
3,504 3,659
Allowance for doubtful accounts and other valuation
accounts.................................................. (807) (674)
------ ------
$2,697 $2,985
====== ======
INVENTORIES
Beverages................................................... $2,009 $2,233
Materials, supplies and other............................... 413 394
------ ------
$2,422 $2,627
====== ======
LIFO INVENTORIES
Estimated replacement cost.................................. $ 381 $ 395
Excess of replacement cost over LIFO carrying value......... (190) (187)
------ ------
$ 191 $ 208
====== ======
OTHER CURRENT ASSETS
Film cost, net of amortization.............................. $ 142 $ 356
Artists' contracts.......................................... 222 247
Deferred income taxes....................................... 496 491
Prepaid expenses and other current assets................... 590 642
------ ------
$1,450 $1,736
====== ======
FILM COSTS, NET OF AMORTIZATION
Theatrical Film Costs
Released.................................................... $ 174 $ 320
In process and unreleased................................... 700 1,058
------ ------
874 1,378
------ ------
Television Film Costs
Released.................................................... 205 176
In process and unreleased................................... 54 53
------ ------
259 229
------ ------
1,133 1,607
Less: current portion....................................... 142 356
------ ------
$ 991 $1,251
====== ======
</TABLE>
Unamortized costs related to released theatrical and television films
aggregated $379 million at June 30, 2000. Excluding the portion of the purchase
price allocated to the film library which is being amortized over a 20-year
life, the Company currently anticipates that approximately 75 percent of the
unamortized released film costs will be amortized under the individual film
forecast method during the three years ending June 30, 2003.
U.S. GAAP
84
<PAGE> 86
THE SEAGRAM COMPANY LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
<TABLE>
<CAPTION>
JUNE 30, 2000 JUNE 30, 1999
------------- -------------
U.S. DOLLARS IN MILLIONS
<S> <C> <C>
PROPERTY, PLANT AND EQUIPMENT
Land........................................................ $ 636 $ 645
Buildings and improvements.................................. 1,498 1,646
Machinery and equipment..................................... 1,678 1,432
Furniture and fixtures...................................... 602 476
Construction in progress.................................... 272 286
------- -------
4,686 4,485
Accumulated depreciation.................................... (1,587) (1,327)
------- -------
$ 3,099 $ 3,158
======= =======
PAYABLES AND ACCRUED LIABILITIES
Trade....................................................... $ 774 $ 843
Income and other taxes...................................... 227 378
Other....................................................... 2,959 3,587
------- -------
$ 3,960 $ 4,808
======= =======
</TABLE>
Minority interest
At June 30, 2000, Matsushita Electric Industrial Co., Ltd. had an
approximate 7.7 percent ownership interest in the entities which own Universal's
music, filmed entertainment and recreation and other assets, which was reflected
as minority interest in the Company's financial statements.
NOTE 12 COMMITMENTS AND CONTINGENCIES
The Company has various commitments for the purchase or construction of
property, plant and equipment, materials, supplies and items of investment
related to the ordinary conduct of business. The Company is involved in various
lawsuits, claims and inquiries. Management believes that the resolution of these
matters will not have a material adverse effect on the results of operations,
financial position or liquidity of the Company.
NOTE 13 DIFFERENCES BETWEEN U.S. AND CANADIAN GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES
Differences between U.S. and Canadian GAAP for these financial statements
are:
(i) The common stock of DuPont and USAi, and certain other publicly traded
companies in which we hold an interest, would be carried at cost under Canadian
GAAP, thereby reducing shareholders' equity by $453 million or approximately
four percent at June 30, 2000. There is no effect on net income.
(ii) Proportionate consolidation of joint ventures under Canadian GAAP
would increase assets and liabilities by approximately $1,007 million and
decrease working capital by approximately $40 million at June 30, 2000. There is
no effect on net income.
(iii) There are no other significant differences between U.S. and Canadian
GAAP.
U.S. GAAP
85
<PAGE> 87
THE SEAGRAM COMPANY LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
NOTE 14 RECENT EVENTS
On June 20, 2000, the Company, Vivendi and Canal+ announced that they had
entered into a merger agreement and related agreements providing for the
combination of the three companies into Vivendi Universal. The agreements
provide for the completion of a series of transactions, under which the
Company's shareholders will receive a number of Vivendi Universal American
Depositary Shares (ADSs) based on an exchange ratio. Each Vivendi Universal ADS
will represent one Vivendi Universal ordinary share. Canadian resident
shareholders of the Company may elect to receive exchangeable shares of a
Canadian subsidiary of Vivendi Universal that are substantially the economic
equivalent of the Vivendi Universal ADSs. The exchange ratio is equal to U.S.
$77.35 divided by the U.S. dollar equivalent of the average of the closing
prices on the Paris Bourse of Vivendi's ordinary shares during a measuring
period prior to the closing of the transactions. However, the exchange ratio
will equal 0.8000 if that average is equal to or less than U.S. $96.6875 and
0.6221 if that average is equal to or exceeds U.S. $124.3369. The merger is
expected to close by the end of the calendar year and is subject to customary
closing conditions, including shareholder approval and all necessary regulatory
approvals. There is no assurance that such approvals will be obtained.
On August 2, 2000, the Company entered into an agreement to purchase Rondor
Music, an independent music publishing company, for approximately $350 million
in stock.
U.S. GAAP
86
<PAGE> 88
MANAGEMENT'S REPORT
The Company's management is responsible for the preparation of the
accompanying financial statements in accordance with generally accepted
accounting principles, including the estimates and judgments required for such
preparation.
The Company has a system of internal accounting controls designed to
provide reasonable assurance that assets are safeguarded and financial records
underlying the financial statements properly reflect all transactions. The
system contains self-monitoring mechanisms, including a program of internal
audits, which allow management to be reasonably confident that such controls, as
well as the Company's administrative procedures and internal reporting
requirements, operate effectively. Management believes that its long-standing
emphasis on the highest standards of conduct and business ethics, as set forth
in written policy statements, serves to reinforce the system of internal
accounting controls. There are inherent limitations in the effectiveness of any
system of internal control, including the possibility of human error or the
circumvention or overriding of controls. Accordingly, even an effective internal
control system can provide only reasonable assurance with respect to financial
statement preparation.
The Company's independent accountants, PricewaterhouseCoopers LLP, review
the system of internal accounting controls to the extent they consider necessary
to evaluate the system as required by generally accepted auditing standards.
Their report covering their audits of the financial statements is presented
below.
The Audit Committee of the Board of Directors, solely comprising Directors
who are not officers or employees of the Company, meets with the independent
accountants, the internal auditors and management to ensure that each is
discharging its respective responsibilities relating to the financial
statements. The independent accountants and the internal auditors have direct
access to the Audit Committee to discuss, without management present, the
results of their audit work and any matters they believe should be brought to
the Committee's attention.
<TABLE>
<S> <C> <C>
/s/ EDGAR BRONFMAN, JR. /s/ BRIAN C. MULLIGAN /s/ FRANK MERGENTHALER
------------------------------------ ------------------------------------ ------------------------------------
Edgar Bronfman, Jr. Brian C. Mulligan Frank Mergenthaler
President and Chief Executive Vice President and Chief Vice President Controller and Chief
Executive Officer Financial Officer Accounting Officer
</TABLE>
August 16, 2000
87
<PAGE> 89
REPORT OF INDEPENDENT ACCOUNTANTS
To the Shareholders of The Seagram Company Ltd.
We have audited the accompanying consolidated balance sheet of The Seagram
Company Ltd. and its subsidiaries as of June 30, 2000 and 1999, and the related
consolidated statements of income, shareholders' equity and cash flows for each
of the three years in the period ended June 30, 2000. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States and Canada. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of The Seagram
Company Ltd. and its subsidiaries at June 30, 2000 and 1999, and the results of
their operations and their cash flows for each of the three years in the period
ended June 30, 2000, in accordance with accounting principles generally accepted
in the United States which, in their application to the Company, conform in all
material respects with generally accepted accounting principles in Canada.
/s/ PRICEWATERHOUSECOOPERS LLP
--------------------------------------
PricewaterhouseCoopers LLP
New York, New York
August 16, 2000
88
<PAGE> 90
QUARTERLY DATA
FISCAL 2000
<TABLE>
<CAPTION>
FISCAL YEAR
FIRST SECOND THIRD FOURTH ENDED
QUARTER QUARTER QUARTER QUARTER JUNE 30, 2000(3)
-------- -------- -------- -------- -----------------
U.S. DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS (UNAUDITED)
<S> <C> <C> <C> <C> <C>
Revenues............................................. $3,643 $4,970 $3,375 $3,698 $15,686
Operating income (loss).............................. $ 72 $ 566 $ (1) $ 116 $ 753
Income (loss) from continuing operations, after
tax................................................ $ (40)(1) $ 557(2) $ (265) $ (128) $ 124
Cumulative effect of change in accounting principle,
after tax.......................................... (84) -- -- -- (84)
------ ------ ------ ------ -------
Net income (loss).................................... $ (124) $ 557 $ (265) $ (128) $ 40
====== ====== ====== ====== =======
PER SHARE DATA
EARNINGS (LOSS) PER SHARE -- BASIC
Continuing operations................................ $(0.09) $ 1.29 $(0.61) $(0.29) $ 0.28
Cumulative effect of change in accounting principle,
after tax.......................................... (0.20) -- -- -- (0.19)
------ ------ ------ ------ -------
Net income (loss).................................... $(0.29) $ 1.29 $(0.61) $(0.29) $ 0.09
====== ====== ====== ====== =======
EARNINGS (LOSS) PER SHARE -- DILUTED
Continuing operations................................ $(0.09) $ 1.27 $(0.61) $(0.29) $ 0.28
Cumulative effect of change in accounting principle,
after tax.......................................... (0.20) -- -- -- (0.19)
------ ------ ------ ------ -------
Net income (loss).................................... $(0.29) $ 1.27 $(0.61) $(0.29) $ 0.09
====== ====== ====== ====== =======
</TABLE>
FISCAL 1999
<TABLE>
<CAPTION>
FISCAL YEAR
FIRST SECOND THIRD FOURTH ENDED
QUARTER QUARTER QUARTER QUARTER JUNE 30, 1999(3)
-------- -------- -------- -------- -----------------
U.S. DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS (UNAUDITED)
<S> <C> <C> <C> <C> <C>
Revenues............................................. $2,247 $ 3,327 $3,215 $ 3,523 $12,312
Operating income (loss).............................. $ 179 $ (219) $ (163) $ (47) $ (250)
Income (loss) from continuing operations, after
tax................................................ $ 95 $ (226)(4) $ (199) $ (53)(5) $ (383)
Loss from discontinued Tropicana operations, after
tax................................................ (3) -- -- -- (3)
Gain on sale of discontinued Tropicana operations,
after tax.......................................... 1,072 -- -- -- 1,072
------ ------- ------ ------- -------
Net income (loss).................................... $1,164 $ (226) $ (199) $ (53) $ 686
====== ======= ====== ======= =======
PER SHARE DATA
EARNINGS (LOSS) PER SHARE -- BASIC
Continuing operations................................ $ 0.27 $ (0.63) $(0.50) $ (0.13) $ (1.01)
Discontinued Tropicana operations, after tax......... (0.01) -- -- -- (0.01)
Gain on sale of discontinued Tropicana operations,
after tax.......................................... 3.09 -- -- -- 2.83
------ ------- ------ ------- -------
Net income (loss).................................... $ 3.35 $ (0.63) $(0.50) $ (0.13) $ 1.81
====== ======= ====== ======= =======
EARNINGS (LOSS) PER SHARE -- DILUTED
Continuing operations................................ $ 0.27 $ (0.63) $(0.50) $ (0.13) $ (1.01)
Discontinued Tropicana operations, after tax......... (0.01) -- -- -- (0.01)
Gain on sale of discontinued Tropicana operations,
after tax.......................................... 3.07 -- -- -- 2.83
------ ------- ------ ------- -------
Net income (loss).................................... $ 3.33 $ (0.63) $(0.50) $ (0.13) $ 1.81
====== ======= ====== ======= =======
</TABLE>
---------------
(1) Includes a $55 million gain on sale of businesses, after tax and minority
interest.
(2) Includes a $35 million restructuring credit, after tax and minority
interest.
(3) For earnings per share data, each quarter is calculated as a discrete period
and the sum of the four quarters does not necessarily equal the full year
amount.
(4) Includes a $244 million restructuring charge, after tax and minority
interest.
(5) Includes a $76 million gain on the USA transactions, after tax and minority
interest.
89
<PAGE> 91
SCHEDULE II
THE SEAGRAM COMPANY LTD.
(INCORPORATED UNDER THE CANADA BUSINESS CORPORATIONS ACT)
AND SUBSIDIARY COMPANIES
SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
(U.S. DOLLARS IN MILLIONS)
<TABLE>
<CAPTION>
ADDITIONS
BALANCE AT CHARGED TO CUMULATIVE BALANCE AT
BEGINNING COSTS AND TRANSLATION END
OF PERIOD EXPENSES ACQUISITION DEDUCTIONS ADJUSTMENT OF PERIOD
---------- ---------- ----------- ---------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
Reserves Deducted from Receivables:
Fiscal Year Ended June 30, 2000
Reserves for Doubtful Accounts....... $283 $102 $ -- $ (72) $ -- $313
Reserves for Merchandise Returns and
Allowances......................... 391 399 -- (296) -- 494
---- ---- ---- ----- ---- ----
$674 $501 $ -- $(368) $ -- $807
==== ==== ==== ===== ==== ====
Fiscal Year Ended June 30, 1999
Reserves for Doubtful Accounts....... $155 $115 $126 $(104) $ (9) $283
Reserves for Merchandise Returns and
Allowances......................... 171 563 214 (551) (6) 391
---- ---- ---- ----- ---- ----
$326 $678 $340 $(655) $(15) $674
==== ==== ==== ===== ==== ====
Fiscal Year Ended June 30, 1998
Reserves for Doubtful Accounts....... $127 $ 68 $ -- $ (40) $ -- $155
Reserves for Merchandise Returns and
Allowances......................... 183 185 -- (197) -- 171
---- ---- ---- ----- ---- ----
$310 $253 $ -- $(237) $ -- $326
==== ==== ==== ===== ==== ====
</TABLE>
90
<PAGE> 92
REPORT OF INDEPENDENT ACCOUNTANTS ON
FINANCIAL STATEMENT SCHEDULE
To the Board of Directors of
The Seagram Company Ltd.
Our audits of the consolidated financial statements of The Seagram Company
Ltd. referred to in our report dated August 16, 2000 appearing in this Form 10-K
also included an audit of the financial statement schedule listed in Item 14(a)
of this Form 10-K. In our opinion, this financial statement schedule presents
fairly, in all material respects, the information set forth therein when read in
conjunction with the related consolidated financial statements.
/s/ PRICEWATERHOUSECOOPERS LLP
--------------------------------------
PricewaterhouseCoopers LLP
New York, New York
August 16, 2000
91
<PAGE> 93
THE SEAGRAM COMPANY LTD.
ANNUAL REPORT ON FORM 10-K
FOR THE FISCAL YEAR ENDED JUNE 30, 2000
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NUMBER
PER ITEM 601 OF
REGULATION S-K DESCRIPTION OF DOCUMENT AND INCORPORATION REFERENCE WHERE APPLICABLE
--------------- --------------------------------------------------------------------
<C> <S> <C>
2 (a) Investment Agreement, dated as of October 19, 1997, as
amended and restated as of December 18, 1997, among
Universal Studios, Inc., for itself and on behalf of certain
of its subsidiaries, HSN, Inc., Home Shopping Network, Inc.
and Liberty Media Corporation, for itself and on behalf of
certain of its subsidiaries (incorporated by reference to
Exhibit 10 to the Quarterly Report on Form 10-Q for the
quarter ended December 31, 1997).
(b) Merger Agreement dated as of June 19, 2000 among Vivendi
S.A., Canal Plus S.A., Sofiee S.A., 3744531 Canada Inc. and
The Seagram Company Ltd. (incorporated by reference to
Exhibit 2.1 to Seagram's Current Report on Form 8-K dated
June 26, 2000).
(c) Form of Plan of Arrangement (incorporated by reference to
Exhibit 2.2 to Seagram's Current Report on Form 8-K dated
June 26, 2000).
3 (a)* Articles of Amalgamation dated February 1, 1995 between The
Seagram Company Ltd. and Centenary Distillers Ltd.
(incorporated by reference to Exhibit 3(a) of Seagram's
Annual Report on Form 10-K for the fiscal year ended January
31, 1995), as amended by the Certificate and Articles of
Amendment dated May 31, 1995.
(b) General By-Laws of The Seagram Company Ltd., as amended
(incorporated by reference to Exhibit 3(b) to Seagram's
Quarterly Report on Form 10-Q for the fiscal quarter ended
April 30, 1996).
4 Long-term debt instruments are omitted pursuant to Item
601(b)(4)(iii) of Regulation S-K. Seagram agrees to furnish to the
Commission on request a copy of any instrument defining the rights
of holders of long-term debt of Seagram and of any subsidiary for
which consolidated or unconsolidated financial statements are
required to be filed.
10 (a)* Amended and Restated Stock Purchase Agreement dated as of
April 9, 1995 among The Seagram Company Ltd., Matsushita
Electric Industrial Co., Inc., MEI Holding Inc. (formerly,
Home Holding Inc.) and Universal Studios Holding I Corp.
(formerly, Home Holding II Inc.).
(b)* Amended and Restated Stockholders' Agreement dated as of
December 9, 1998 among Universal Studios Holding I Corp.,
MEI Holding Inc., The Seagram Company Ltd. and Seagram
Developments, Inc.
(c)* Stockholders' Agreement dated as of December 9, 1998 among
Centenary Holding N.V., MHI Investment Corporation and
Seagram International B.V.
(d)* Amendment to Subscription and Redemption Agreement, Amended
and Restated Stockholders' Agreement and Stockholders'
Agreement dated as of December 9, 1998 among The Seagram
Company Ltd., Centenary Holding N.V., Universal Studios
Holding I Corp., MEI Holding Inc., MHI Investment
Corporation, Seagram Developments, Inc. and Seagram
International B.V.
</TABLE>
92
<PAGE> 94
<TABLE>
<CAPTION>
EXHIBIT NUMBER
PER ITEM 601 OF
REGULATION S-K DESCRIPTION OF DOCUMENT AND INCORPORATION REFERENCE WHERE APPLICABLE
--------------- --------------------------------------------------------------------
<C> <S> <C>
(e) USA Networks Partnership Interest Purchase Agreement dated
as of September 22, 1997 by and among Universal Studios,
Inc., Universal City Studios, Inc., Viacom Inc. and Eighth
Century Corporation (incorporated by reference to Exhibit
10(c) to Seagram's Annual Report on Form 10-K for the fiscal
year ended June 30, 1997).
(f) Offer Agreement dated as of June 21, 1998 among The Seagram
Company Ltd., PolyGram N.V. and Koninklijke Philips
Electronics N.V. (incorporated by reference to Exhibit 2.1
to Seagram's Current Report on Form 8-K/A dated July 2,
1998).
(g) Tender Agreement dated as of June 21, 1998 between The
Seagram Company Ltd. and Koninklijke Philips Electronics
N.V. (incorporated by reference to Exhibit 2.2 to Seagram's
Current Report on Form 8-K/A dated July 2, 1998).
(h) Voting Agreement dated June 21, 1998 between The Seagram
Company Ltd. and Koninklijke Philips Electronics N.V.
(incorporated by reference to Exhibit 2.3 to Seagram's
Current Report on Form 8-K dated June 22, 1998).
(i) Stockholders Agreement dated June 21, 1998 between The
Seagram Company Ltd. and Koninklijke Philips Electronics
N.V. (incorporated by reference to Exhibit 10.1 to Seagram's
Current Report on Form 8-K dated June 22, 1998).
(j) Stock Purchase Agreement dated as of July 20, 1998 among The
Seagram Company Ltd., Seagram Enterprises, Inc. and PepsiCo,
Inc. (incorporated by reference to Exhibit 2 to Seagram's
Current Report on Form 8-K dated July 20, 1998).
(k) Governance Agreement, dated as of October 19, 1997, among
Universal Studios, Inc., HSN, Inc., Liberty Media
Corporation and Barry Diller (incorporated by reference to
Exhibit 33 to Schedule 13D/A dated February 23, 1998 of
TeleCommunications, Inc., The Seagram Company Ltd.,
Universal Studios, Inc., Barry Diller, BDTV Inc., BDTV II
INC., BDTV III INC., and BDTV IV INC. (the "Schedule 13D")).
(l) Stockholders Agreement, dated as of October 19, 1997, among
Universal Studios, Inc., HSN, Inc., Liberty Media
Corporation, Barry Diller and The Seagram Company Ltd.
(incorporated by reference to Exhibit 34 to the Schedule
13D).
(m) Agreement, dated as of October 19, 1997, among Universal
Studios, Inc., HSN, Inc. and Liberty Media Corporation
(incorporated by reference to Exhibit 35 to the Schedule
13D).
(n) Exchange Agreement, dated as of October 19, 1997, among
Universal Studios, Inc., HSN, Inc. and Liberty Media
Corporation (incorporated by reference to Exhibit 36 to the
Schedule 13D).
(o) Amended and Restated LLC Operating Agreement, dated as of
February 12, 1998, among USA Networks, Inc., Universal
Studios, Inc., Liberty Media Corporation and Barry Diller
(incorporated by reference to Exhibit 37 to the Schedule
13D).
(p) Amendment and Restatement Agreement dated as of October 20,
1999, in respect of the US $6,500,000,000 Credit Agreement
dated as of October 21, 1998, among Joseph E. Seagram &
Sons, Inc., The Seagram Company Ltd., J.E. Seagram Corp.,
the Lenders party thereto, The Chase Manhattan Bank, as
Administrative Agent, Citibank, N.A., as Syndication Agent,
and Bank of America NT&SA and Bank of Montreal, as
Co-Documentation Agents (incorporated by reference to
Exhibit 10.6 to Seagram's Current Report on Form 8-K dated
June 26, 2000).
</TABLE>
93
<PAGE> 95
<TABLE>
<CAPTION>
EXHIBIT NUMBER
PER ITEM 601 OF
REGULATION S-K DESCRIPTION OF DOCUMENT AND INCORPORATION REFERENCE WHERE APPLICABLE
--------------- --------------------------------------------------------------------
<C> <S> <C>
(q) Amendment and Restatement Agreement dated as of October 20,
1999, in respect of the US $1,100,000,000 Credit Agreement
dated as of December 21, 1994, as amended and restated as of
October 23, 1998, The Seagram Company Ltd., the Lenders
party thereto, and Bank of Montreal, as Administrative Agent
(incorporated by reference to Exhibit 10.7 to Seagram's
Current Report on Form 8-K dated June 26, 2000).
(r) Amendment and Restatement Agreement dated as of October 20,
1999, in respect of the US $2,000,000,000 Credit Agreement
dated as of November 23, 1994, as amended and restated as of
October 21, 1998, among Joseph E. Seagram & Sons, Inc., The
Seagram Company Ltd., J.E. Seagram Corp., the Lenders party
thereto, The Chase Manhattan Bank, as Administrative Agent,
Citibank, N.A., as Syndication Agent, and Bank of Montreal,
as Documentation Agent (incorporated by reference to Exhibit
10.8 to Seagram's Current Report on Form 8-K dated June 26,
2000).
(s) 1983 Stock Appreciation Right and Stock Unit Plan of The
Seagram Company Ltd., as amended (incorporated by reference
to Exhibit 10(n) to Seagram's Annual Report on Form 10-K for
the fiscal year ended June 30, 1998).
(t)* Written description of Management Incentive Plan of Joseph
E. Seagram & Sons, Inc.
(u) Senior Executive Short-Term Incentive Plan of The Seagram
Company Ltd. (incorporated by reference to Exhibit 10(p) to
Seagram's Annual Report on Form 10-K for the fiscal year
ended June 30, 1998).
(v) Form of Deferred Compensation Agreement, as amended, between
Joseph E. Seagram & Sons, Inc. and certain of its executives
(incorporated by reference to Exhibit 10(q) to Seagram's
Annual Report on Form 10-K for the fiscal year ended June
30, 1998).
(w) Stock Plan for Non-Employee Directors of The Seagram Company
Ltd. (incorporated by reference to Exhibit 10(r) to
Seagram's Annual Report on Form 10-K for the fiscal year
ended June 30, 1998).
(x)* 1988 Stock Option Plan of The Seagram Company Ltd., as
amended.
(y)* 1992 Stock Incentive Plan of The Seagram Company Ltd., as
amended.
(z) 1996 Stock Incentive Plan of The Seagram Company Ltd., as
amended (incorporated by reference to Exhibit 4(d) to
Seagram's Registration Statement on Form S-8 dated April 27,
2000).
(aa)* Senior Executive Basic Life Insurance Program, as amended,
of Joseph E. Seagram & Sons, Inc.
(bb)* Retirement Salary Continuation Plan, as amended, of Joseph
E. Seagram & Sons, Inc.
(cc)* Benefit Equalization Plan, as amended, of Joseph E. Seagram
& Sons, Inc.
(dd)* Senior Executive Group Term Life Insurance Arrangement, as
amended, of Joseph E. Seagram & Sons, Inc.
(ee)* Personal Excess Liability Insurance Policy for Senior
Executives of Joseph E. Seagram & Sons, Inc.
(ff)* Flexible Perquisite Program for Seagram Senior Executives.
(gg)* Senior Executive Disability Salary Continuation Arrangement
of Joseph E. Seagram & Sons, Inc.
</TABLE>
94
<PAGE> 96
<TABLE>
<CAPTION>
EXHIBIT NUMBER
PER ITEM 601 OF
REGULATION S-K DESCRIPTION OF DOCUMENT AND INCORPORATION REFERENCE WHERE APPLICABLE
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<C> <S> <C>
(hh)* Post Retirement Consulting Plan, as amended, of Joseph E.
Seagram & Sons, Limited.
(ii)* Canadian Executive Pension Plan of Joseph E. Seagram & Sons,
Limited, as amended.
(jj) Letter dated April 27, 1995 from Joseph E. Seagram & Sons,
Inc. to John D. Borgia (incorporated by reference to Exhibit
10(jj) to Seagram's Annual Report on Form 10-K for the
fiscal year ended June 30, 1998.)
(kk) Letter dated September 9, 1998 from Joseph E. Seagram &
Sons, Inc. to Tod R. Hullin (incorporated by reference to
Exhibit 10(hh) to Seagram's Annual Report on Form 10-K for
the fiscal year ended June 30, 1999.)
(ll) Letter dated November 23, 1999 from Joseph E. Seagram &
Sons, Inc. to Kevin Conway (incorporated by reference to
Exhibit 10.2 to Seagram's Quarterly Report on Form 10-Q for
the quarterly period ended December 31, 1999.)
(mm)* Letter Agreement dated as of January 1, 2000 from Joseph E.
Seagram & Sons, Inc. to Brian Mulligan.
(nn) Agreement dated March 14, 2000 between Joseph E. Seagram &
Sons, Inc. and John D. Borgia (incorporated by reference to
Exhibit 10.1 to Seagram's Quarterly Report on Form 10-Q for
the quarterly period ended March 31, 2000.)
(oo) Agreement effective March 17, 2000 between Joseph E. Seagram
& Sons, Inc. and Kevin Conway (incorporated by reference to
Exhibit 10.2 to Seagram's Quarterly Report on Form 10-Q for
the quarterly period ended March 31, 2000.)
(pp) Agreement effective March 17, 2000 between Joseph E. Seagram
& Sons, Inc. and Daniel Paladino (incorporated by reference
to Exhibit 10.3 to Seagram's Quarterly Report on Form 10-Q
for the quarterly period ended March 31, 2000.)
(qq) Agreement effective March 17, 2000 between Joseph E. Seagram
& Sons, Inc. and Tod Hullin (incorporated by reference to
Exhibit 10.4 to Seagram's Quarterly Report on Form 10-Q for
the quarterly period ended March 31, 2000.)
(rr) Agreement effective March 17, 2000 between Joseph E. Seagram
& Sons, Inc. and Frank Mergenthaler (incorporated by
reference to Exhibit 10.5 to Seagram's Quarterly Report on
Form 10-Q for the quarterly period ended March 31, 2000.)
(ss) Agreement effective March 17, 2000 between Joseph E. Seagram
& Sons, Inc. and Michael Hallows (incorporated by reference
to Exhibit 10.6 to Seagram's Quarterly Report on Form 10-Q
for the quarterly period ended March 31, 2000.)
(tt) Agreement effective March 17, 2000 between Joseph E. Seagram
& Sons, Inc. and John Borgia (incorporated by reference to
Exhibit 10.7 to Seagram's Quarterly Report on Form 10-Q for
the quarterly period ended March 31, 2000.)
(uu) Agreement effective March 17, 2000 between Joseph E. Seagram
& Sons, Inc. and John Preston (incorporated by reference to
Exhibit 10.8 to Seagram's Quarterly Report on Form 10-Q for
the quarterly period ended March 31, 2000.)
(vv)* Agreement effective June 15, 2000 between Joseph E. Seagram
& Sons, Inc. and Edgar Bronfman, Jr.
(ww)* Agreement effective June 16, 2000 between Joseph E. Seagram
& Sons, Inc. and Samuel Bronfman II.
12 (a)* Computation of ratio of earnings to fixed charges -- The
Seagram Company Ltd.
(b)* Computation of ratio of earnings to fixed charges -- Joseph
E. Seagram & Sons, Inc.
</TABLE>
95
<PAGE> 97
<TABLE>
<CAPTION>
EXHIBIT NUMBER
PER ITEM 601 OF
REGULATION S-K DESCRIPTION OF DOCUMENT AND INCORPORATION REFERENCE WHERE APPLICABLE
--------------- --------------------------------------------------------------------
<C> <S> <C>
13 Not Applicable.
21* Subsidiaries.
Consent of PricewaterhouseCoopers LLP, independent accountants, as
23** accountants for
Seagram.
24* Power of Attorney.
27* Financial Data Schedule.
99 (a) Option Agreement dated as of June 19, 2000 between Vivendi
S.A. and The Seagram Company Ltd. (incorporated by reference
to Exhibit 99.1 to Seagram's Current Report on Form 8-K
dated June 26, 2000).
(b) Shareholder Voting Agreement dated as of June 19, 2000
between Vivendi S.A. and certain shareholders of The Seagram
Company Ltd. (incorporated by reference to Exhibit 99.2 to
Seagram's Current Report on Form 8-K dated June 26, 2000).
(c) Shareholder Governance Agreement dated as of June 19, 2000
among Vivendi S.A., Sofiee S.A. and certain shareholders of
The Seagram Company Ltd. (incorporated by reference to
Exhibit 99.3 to Seagram's Current Report on Form 8-K dated
June 26, 2000).
(d) Form of Arrangement Resolution (incorporated by reference to
Exhibit 99.4 to Seagram's Current Report on Form 8-K dated
June 26, 2000).
(e) Form of Custody Agreement (incorporated by reference to
Exhibit 99.5 to Seagram's Current Report on Form 8-K dated
June 26, 2000).
(f) Form of Exchange Trust Agreement (incorporated by reference
to Exhibit 99.6 to Seagram's Current Report on Form 8-K
dated June 26, 2000).
(g) Form of Support Agreement (incorporated by reference to
Exhibit 99.7 to Seagram's Current Report on Form 8-K dated
June 26, 2000).
(h) Description of Proposed Vivendi/Canal Transactions
(incorporated by reference to Exhibit 99.8 to Seagram's
Current Report on Form 8-K dated June 26, 2000).
</TABLE>
---------------
* Previously filed.
** Filed herewith.
(C)The Seagram Company Ltd. 2000
96
