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ヽ ′ ョ 一F ′ - David Kronemyer

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lncone Statcnert Datt<br />

Net 5ales<br />

lncome from Operations<br />

Net lncome<br />

Net lncome per Share (NLC)<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

% change<br />

<br />

<br />

<br />

<br />

B.lancc ShlGt Data<br />

Total Assets<br />

Total GrouP Equity<br />

6ross Cash Flows<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

88 a9 90 91 92<br />

Net Sales<br />

3a 39 90 9! 92<br />

lncome from<br />

Operations<br />

33 89 90 91 92<br />

Net lncome<br />

pershare<br />

<br />

<br />

<br />

ea | 3426<br />

a91 4.145<br />

so I 5.252<br />

9t I fi26<br />

ctl 6.66.Gr2<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

AcouiRED 5l% oF LEADINc TNDEPENDENT FILM PRoDUCER lNTERscoPE.<br />

<br />

24 or PoLy6iaiu's ALBUMs solD ovER I IVILLIoN uNlrs EACH<br />

<br />

AcHTEVED REcoRD sALE5,lNcolvE FRoM OPERArloNS, NET lNcoME ANo NET lNcoME PER SHARE'<br />

PosrEo aN tMpRovED oPERATINc PERFoRMANcE fSoM lr5 NoRTH AMERIcAN AcrlvlrlE9'<br />

PuRcHAsEo CD MANUFAcTuRING rAclLlrlEs lN KlNcs MouNTAIN (USA)<br />

<br />

financiol Highlights.<br />

<br />

<br />

<br />

<br />

Report of the Boord of Manogement & Finonciol Review -<br />

Repoft ot the Supervisory Boad. ,


I t is heartening ro be able to report that'1992 was a year of continued real progress for Polycram despite the severe, and deepening,<br />

I worldwrde recession which is now affecting most developed markets. Net profits and earnings per share rose by i30,6, to NLG 506 million<br />

II and NLc 2.98 respectively. Net sales in local currency terms rose by 90,6, but this was obscured bythe autumn'sturmoil intheEuropean<br />

Exchange Rate Mechanism and net sales in guilders were up 50,6 to NLG 6,617 milljon.<br />

ln entertainment, success creates its own momentum. Artists, like everyone, want to be part of a winning team and a winning team is a<br />

magnet for new and established talent. That so many top names - in pop, classics, film and music publishing - have chosen to sign with<br />

Polycram this year is a testament to our standing in the entertajnment industry.<br />

Last year, much of this statement was devoted to our vision of the future and in particular to our goal of positioninq polycram as a<br />

fully-fledged multi-cultural global entertainment group. We are taking a measured and highly original approach to this end. The decision to<br />

expand our embryonic film business was based on the inescapable conclusion that technological advances in visual media are swelling<br />

demand for software at a rate that most industry sources consider will not be matched in the audio sector. Civen Polycram's strong track<br />

record in managing the creative process, we concluded that film was a market we could tackle.<br />

Polycram's strategy for growth balances otganic development and geographic expansion with acquisitions that enrich our catalogues<br />

and our know-hou We believe our experience in music and video is directly relevant and transferable to the film industry. Polycram's<br />

approach revolves around multiple autonomous creative labels, governed by central financial controls. By telieving these units of<br />

responsibility for manufacturing, distribution and finance, PolyGram encourages artistic excellence and marketing innovation. We then set<br />

realistic but challenginq performance targets.<br />

ln pop, new talent is the key to position, market share and profitability. our labels are constantly on the lookout for artists with the<br />

potential for mass-market appeal. Building a roster of act5 is an ongoing challenge for all Polycram operations, and this year's results bear<br />

witness to our A&R skills. Few newcomers burst upon the scene as spectacularly as Billy Ray cyrus, whose Mercury debut single and album<br />

topped the US charts for l8 weeks and went on to achieve worldwide sales of over 7 million units. Uqly Kid Joe, Extreme and CeCe peniston<br />

are other new talents to have scored intetnational hits early in theit careers.<br />

The acquisitions made in the USA during recent years resulted in a significant increase in local market share and profitability. The<br />

relationship formed with i\rotown has proved excellent news for all concerned, with Boyz ll Men having an outstanding success with E d of<br />

the Road which held the number one position in the Billboard pop singles charts for a record-breaking l3 weeks.<br />

Several established national acts have made the transition to international status. From the UK, London Records'shakespear's Sister<br />

broke in the US and Europe; Vanessa Paradis and PM Dawn have also had hits outside their horne bases. Andrew Lloyd Webber's Really<br />

Useful Holdings, of which we own 300/6, has enjoyed another successful year with the rclaunch of loseph ond the Amozing Technicolot<br />

Dreomcoot.we also look forward to the premiere of Andrew Lloyd Webber's new musical srrief I oulevod in July lgg3.ln music publishing<br />

we were delighted that top talents such as U2 and INXS have chosen to join polycram.<br />

For classical music, i992 was a year which saw several long relationships between classical artists and recording labels commemorated.<br />

Decca and Sir Georg Solti celebrated a 45 year partnership with a global marketing campaign and a 25 CD edition of his recordings,<br />

launched on 5ir Georg's 8oth birthday. Deutsche Grammophon rcleased the Abbodo Editlo, to €oincide with the 25th anniversary of the<br />

Folycram Il l


@,ttt"'fit&,*<br />

conductor's signing to the Yellow Label. Philips classics' new recording of The King ond twith lohn Mauceri conducting the Hollywood Bowl<br />

Orchestra and an all'star cast was the year's best-seller, naflowing further the gap between purist and popular tastes.<br />

Together with our factories in Hanover and Louviers, the acquisition of Philips' America n CD factory in Kings Mountain, North carolina,<br />

secures supply of two-thirds of the CDs we sell around the world.<br />

We have continued to make headway in realising our ambitions in the film industry to control our output from concept to video sellthrough,<br />

utilising our existing global distribution network. Although 1992 saw comparatively few polyGram films released, the schedule for<br />

1993 is wellJilled. 1992 successes included Wotkingri e's Bob Roberfs, which won huge critical acclaim and gained box office momentum<br />

steadily, and Condyman, which has grossed over $25 million at North American theatres to date.<br />

ln a joint venture with Universal we formed cramercy Pictures to market and distribute low and rnedium budget theatrical movies in<br />

North America. Cramercy's marketing approach will be 'specialised' to build up audiences for films that do not lend themselves to 1000<br />

screen releases and saturation television advertising but are nevertheless potential popular successes. our international distribution<br />

capabilities have also moved on; in France, we acquired a 3 50/6 stake in Pan'Europdenne in April, and we have begun handling the theatrical<br />

distribution of films in the UK by Manifesto.<br />

Most notably, effective July 1 , we acquited a 510/o share in lnterscope, one of Hollywood's most highly regarded independent producers.<br />

lnterscope has a remarkable record of commercial success with such mid-budget featwes asThrce Men and o Boby, Hond that Rocks the<br />

Crudle and Cocktail, and plans to produce at least eight films in the next two years. ln another achievement, we sjgned a three year<br />

agreement with Jodie Foster's Egg Pictures, giving Polycram Filmed Entertainment the first opportunity to produce projects she controls.<br />

As in everything, there is a yardstick of quality in entertainment, and Polycram aims for all-round excellence - of product, marketing,<br />

delivery and performance. With the opening of our factory in Amersfoort, the Netherlands, and the product finally perfected, November<br />

1992 saw the launch of the digital compact cassette (Dcc) with a worldwide catalogue of around 500 titles from most of the major record<br />

companies The DCC system allows consumers to play and record CD quality sound on a truly portable cassette format with the added<br />

advantage of being able to play their existing catalogue of analogue tapes as well. This is intended to position DCC as the likely successor<br />

to the analogue music cassette.<br />

The prirne factor in all our successes is our people and their ability to delight audiences by the exercise of imagination. The only sure<br />

way to create hits is to develop new material for rising generations. some of this may be contentious, yet as an organisation we have a duty<br />

to be plovocative, even controversial - but not gratuitously so. we must encourage artists to strike out in new directions and challenge our<br />

management to ensure that Polycram continues to move forward. To compete effectively in markets that are driven by innovation requires<br />

special people lt is my privilege to speak for an exceptional range of talent and I am proud to thank every one of polycram,s ll,o94<br />

employees whose creativity and hard work brought about our 1992 successes.<br />

Pdvclan I3l


very strong new releases from<br />

artists, some of whom<br />

established acts and steady cataiogue promise to become major<br />

sales. The success of PolyGram's artists<br />

and efforts of repertoire teams more<br />

internatiofal stars. Th s has kept our<br />

US market share marching upwards.<br />

than compensated for the recession- polycram maintained market leadership<br />

induced lethargy that afflicted all malor n the UK, the other main repertoire<br />

markets. Around the wotld 24 polycram source, and again rncreased market share.<br />

albums sold over one million un ts each,<br />

our best-ever performance.<br />

Two distinctly different styles took<br />

centre stage On the one hand, the<br />

Every few years, music throws up new country phenomenon Billy Ray Cyrus'<br />

sounds and new styles. They come from debut album sold over 7 mil ton copies<br />

nowhere to capture the mood of a<br />

around the world and triumphed in<br />

generation.lg92 could well prove to markets normally resistant to the<br />

"" have been just such a watershed The appeal of country nusic. Sone Gave AII<br />

United States reasserted its dominance in broke the record for the longest stay<br />

rock music and PolyGram's American by a new art st at number one on<br />

labels have been well to the fore in B llboard s Top 200 albums chart and<br />

launching new /^ and was the frrst debut album ever to hit the<br />

country rnusic chart at<br />

I<br />

number one.


I^,*d)er",fu "f""-<br />

Elton lohn signed a wo dwide<br />

controct with Poly'rcn storting with<br />

his next hut one albun<br />

Adrenolize sold over 5 nillion units<br />

Keep the fuith rcleased in Nownbet<br />

soltl over 3 nillion units by the<br />

ABBA6old wos one of the best selling<br />

olbums in the inportont Xmos period<br />

Achy Brcaky Heott was named single of<br />

the year by the Country i\.4usic<br />

Association and has been a hit around<br />

the globe. Two Billy Ray Cyrus videos were<br />

also top sellers, reaching multi-platinum<br />

status in the U5.<br />

On the other hand, the rebellious<br />

attitude of Ugly Kid loe conquered the<br />

Billboard, N4TV and radio charts in the<br />

USA with their first EP As Ugly As They<br />

Wonna Be.fhe band also embarked<br />

upon a hugely successful round of live<br />

performances, completing a sell-out<br />

world tour as well as opening for Ozzy<br />

Osbourne on his farewell U5 tour. Their<br />

first full-length album, Americo's Leost<br />

Wanted,was ceftified gold in the Us.<br />

These overnight sensations<br />

demonstrate, yet again, the central role<br />

played by creative A&R in Polycram's<br />

success. The ability to hear a potential<br />

stadium-filler in an unknown performer<br />

playing an unlashionable brand ol music<br />

requires a leap of imagination, but can<br />

ignite a trend. This highlights the role of<br />

the record label in identifying new talent.<br />

It is no accident that PolycIam has<br />

numerous labels and encourages startups,<br />

such as Atlas Records which began<br />

life in the US this year. Experience has<br />

shown that small teams with creative<br />

autonomy are often highly innovative<br />

and more responsive both to their artists<br />

and the marketplace.<br />

However, to highlight new and<br />

emerging talent is not to overlook the<br />

enduring quality of PolyGram's longer<br />

established pop acts or the respect the<br />

industry has for our catalogue marketing.<br />

[his serves as a magnet lor top talent.<br />

Elton John, whose entire catalogue has<br />

been distributed by Polycram everywhere<br />

outside North America for many years,<br />

will in future release his work worldwide<br />

through PolyGram, starting with his next<br />

but one album. Elton's most recent<br />

rclease,The One, has sold 2.3 million<br />

units in PolyCram territories.<br />

our second bestselling album of the<br />

year was Def Leppard's Adrenolize with<br />

over 5 million units sold to date; equally<br />

important, the album reconfirmed the<br />

band's popularity in the U5. Lionel Richie<br />

also signed a worldwide deal with<br />

Polycram this year; his last l\4otown<br />

album, Bock to Front sold 4 million<br />

records around the world plus a further<br />

1 million in the US. A strong second<br />

half-year release schedule headed by Bon<br />

Jovi and Extreme was buoyed further by<br />

the success of the ABBA cold album<br />

which has been a Top 10 hit in U<br />

territories. ln the run up to Christmas,<br />

Bon Jovi's Keep the Faith, rcleased in<br />

November, sold 3 million copies and<br />

Amy Ctant's Home for Christmos album<br />

topped the 1.4 million mark.<br />

PolyGram's licensing relationship with<br />

lvlotown has been a particular success in<br />

Europe with results well above plan. The<br />

year's highlights have included Boyz ll<br />

Men wf'ose End of the Road single has<br />

broken in 14 malkets after a recordbreaking<br />

run at the top of the Billboard<br />

chart. Shanice's / tove Your Smile was a<br />

big hit earlier in 1992 and we have made<br />

excellent progress in re-establishing<br />

l\4otown's catalogue in all markets.<br />

.... 24 albums sold more than<br />

One mllllOll units each in l9e2<br />

an all-time<br />

re co rd<br />

[6] Fbtycram


Polycram [7<br />

.<br />

to continue for the next decade, holds<br />

national repertoire<br />

continues to provjde<br />

an abundance of talent.<br />

With local acts from the<br />

US or UK, who dominate the<br />

international pop sector, PolyCram's<br />

careful planning and creative marketing<br />

can be the key to establish a global<br />

following. The notable example of 1992<br />

was London Records' Shakespear's Sister<br />

who enjoyed their first large-scale<br />

American success with the single sfol<br />

from their album HornonallyYours<br />

which reached number 4 in the US pop<br />

charts. This followed chart success<br />

throughout Europe.<br />

Only rarely have non- English-speaking<br />

acts succeeded rn breaking out of their<br />

home markets. Vanessa Paradis, signed to<br />

Remark France, and Polydor Germany's<br />

U96 have achieved pan-European<br />

success, as has Misercrc,lhe most recent<br />

English./ltalian recording by Polydor's<br />

Italian sta r Zucchero.<br />

National and regional repertoire<br />

remains a sizeable activity in which<br />

PolyGram has considerable strength and<br />

great opportunities. A new office based<br />

in Miami is coordinating the marketing<br />

of Spanish and Portuguese repertoire<br />

throughout the world. Local artists from<br />

Polycram's companies in Argentina, Chile,<br />

Mexico and Brazil released albums which<br />

enjoyed double platinum success. Three<br />

top Spanish-speaking artists - Dyango,<br />

Carlos Mata and Sergio Dalma signed<br />

recently for Latin America, will be top<br />

priorities in 1993 for Latin America<br />

and Spain.<br />

The Asia-Pacific region, where 750,6<br />

of the population is under 40 years old<br />

and rapid economic growth is forecast<br />

exceptional promise. PolyCram is<br />

expanding iLs presence there by investing<br />

in new talent and new companies to build<br />

breadth and depth in local repertoire<br />

which accounts for some 700,6 of all pop<br />

sales in this region. ln the past our<br />

Chinese repertoire has largely originated<br />

from Hong Kong, however in 1992 we<br />

signed our first artists from mainland<br />

China. A number of artists scored hits in<br />

their national territories including Japan's<br />

Kan and Zard, and two Taiwanese artists,<br />

Ling Nung Shuen and<br />

Yang Lin. The<br />

outstanding<br />

international repertoire<br />

successes were the<br />

l\4otown license and<br />

Exj]eme's Three Sides<br />

to Every Story , which<br />

went straight to number<br />

one in lapan upon<br />

release. The Japanese<br />

third party distribution deals for Island<br />

and A&M have now terminated and will<br />

henceforth be handled by Polycram.<br />

During the year, we also acquired the<br />

majority ol our former Decca licensee in<br />

Taiwan, adding to our position there.<br />

Our new world sales reporting system<br />

tracks sales on the basis of units shipped<br />

by each national operating company's<br />

warehouse. The data feedback has<br />

produced a wealth of strategic and<br />

tactical marketing information. This<br />

has been constructive in analysing the<br />

effectiveness of publicity and promotion<br />

in local markets. Now almost complete,<br />

the system has proved especially valuable<br />

in maintaining sales momentum in<br />

smaller markets and extendinq the<br />

shelf life of particular albums.<br />

For example sales<br />

of Metallica's<br />

eponymous album, released by PolyGram<br />

outside North America in August 1991,<br />

continued selling strongly into 1992's final<br />

quatlet. U2's Achtung Baby also sold<br />

strongly around the world long after its<br />

release in the high profile American and<br />

European markets. Bryan Adams' 1991<br />

number one album Waking Up The<br />

Neighbours sold another3 million records<br />

in 1992 to top an astounding l0 million units.<br />

Consumer tastes and expectations are<br />

moving targets, and while some of today's<br />

hot acts may be stale tomorrow, others<br />

<br />

<br />

endure far longer. Demographic issues are<br />

important in this respect. Polycram<br />

enjoyed solid success from its catalogue<br />

wilh hit re-releases such as ABBA Gold,<br />

Bob Matley's Legend, and lvlotown's<br />

greatest hits compilations. Not only are the<br />

original fans buying these releases; they<br />

are finding new audiences among younger<br />

generations. Demographics also explain<br />

the growth of direct marketinq through<br />

magazines and record clubs which provide<br />

an alternative to record shops, which<br />

are largely enjoyed by teenagers and<br />

young adults.<br />

lnnovative A&R, creative marketing<br />

and adept management of current and<br />

backcatalogue have been, and will<br />

continue to be, the basis of Poly6ram's<br />

5UCCe55.


Folycram [9]<br />

After Philips Classics' record-breaking<br />

Mozaft Edition and the exceptional<br />

success of Decca's frrceTenors audio and<br />

video releases during the last 2 years,<br />

it was inevitable that the worldwide<br />

classical music business in<br />

'1992 would seem something<br />

of an anti climax in comparison.<br />

Nonetheless, Decca, Deutsche<br />

Grammophon and Philips Classics<br />

maintained their combined leading share<br />

of the depressed classical audio segment,<br />

which has now become a one-carrier CD<br />

market. Despite the deaths in recent<br />

years of Claudio Arrau,<br />

Leonard Bernstein and Herbert<br />

von Karajan, who recorded extensively<br />

with our labels, and the recession in the<br />

retail trade, Polycram's classical business<br />

has achieved a tripling of sales over the<br />

last decade.<br />

This success highlights the strength of<br />

our three classical labels and the wealth<br />

of their catalogues. Each has a long'<br />

standing tradition of recording excellence<br />

and technical quality which attracts<br />

artists and consumers alike. Definitive<br />

interpretations of favourite classics and<br />

lesser known works are equally strongly<br />

represented in their catalogues which<br />

feature today's leading artists alongside<br />

those of earlier generations.<br />

These recordings are superb assets<br />

of lasting value; the three labels'<br />

combined archive is a treasury of<br />

recording history.<br />

That many of the great artists signed<br />

to our labels choose to work with us<br />

throuqhout their lifetime careers is<br />

especially gratifying and 1992 was a<br />

vintage year for anniversaries. 5ir Georg<br />

Solti celebrated his 45th year with Decca<br />

and signed a further extension of his<br />

exclusive contract with the label to<br />

coincide with his 80th birthday. To mark<br />

the occasion, a 25 CD set entitled fhe<br />

Solti Edition was released together with a<br />

CD sized biography. Other highlights of<br />

his immensely active year were acclaimed<br />

rccotdings of Die Zoubeildte, Otello and<br />

Die Frau Ohne Schatfer and the release<br />

of live audio and video recordings of<br />

Mozaft's Requiem.<br />

At Deutsche Grammophon there were<br />

two anniversary releases. The year began<br />

with the 20 CD Doningo Edition to matk<br />

the star tenor's 25th year on the operatic<br />

stage, and closed with the 25 CD Abbodo<br />

Edition which celebrated a quarter<br />

century of partnership between<br />

conductor and label. Philips Classics<br />

focused on 20 years of outstanding<br />

recordings at the Bayreuth Festivalwith<br />

the release ol the Richord Woqnet Edition<br />

featuring the celebraled Pierrc Boulez<br />

Ring cycle.The whole edition comprised<br />

32 CDs,26 laser discs and l8 video<br />

tapes and was accompanied by a<br />

documentary film for TV broadcast. Both<br />

Decca and Deutsche Crammophon also<br />

commemorated the l5oth anniversary of<br />

the Vienna Philharmonic Orchestra with<br />

releases featuring historic recordings<br />

made over many years. Decca's<br />

documentary on the first-ever recording<br />

of th e complete Rrng cycle with Si Ceory<br />

Solti and the Vienna Philharmonic was<br />

another major video release.<br />

It is the continuous challenge of<br />

Polycram's classical labels not only to<br />

celebrate the best of yesterday and today<br />

but to invest in the future by developing<br />

new artists from around the world so<br />

that stars emerge to become tomorrow's


household names. The<br />

media fanfare focused on<br />

opera in particular has<br />

made it essential for us to<br />

discover the vocalists who<br />

will follow such esteemed<br />

names as Jos6 Carreras,<br />

Placido Domingo, Dame Kiri<br />

Te Ka nawa, Jessye Norman<br />

and Luciano Pavarotti who<br />

have been associated with<br />

our labels for many years<br />

and are now at the peak of<br />

their fame. Upcoming artists include<br />

Cecilia Bartoli on Decca, Cheryl Studer on<br />

Deutsche Grammophon and Dmitri<br />

Hvorostovsky and Sylvia McNair on<br />

Philips classics.<br />

Talented new instrumentalists are no<br />

less important to the continuity and<br />

development of our classical business.<br />

Young award winners in 1992 included<br />

Olli I\,4ustonen and Christophe Rousset on<br />

Decca. Other developing artists are<br />

Patrick Callois and Jean-lvlarc Luisada at<br />

Deutsche Crammophon and Zolt6n Kocsis<br />

and Viktoria Mullova on Philips Classics.<br />

Because classical music has such<br />

universal appeal, opportunities abound<br />

to match renowned conductors with<br />

orchestras and artists from different<br />

cultures and traditions. 1992 brought<br />

exciting possibilities to record with<br />

orchestras in Eastern Europe and the<br />

former USSR. Deutsche Gram mophon<br />

renewed its Iink with the Staatskappelle<br />

Dresden as did Philips Classics which also<br />

signed a long term commitment to the<br />

Kirov Orchestra under the direction of<br />

Valery Cergiev.<br />

Other innovative orchestral relationships<br />

at Philips Classics include their work with<br />

Seiji Ozawa and the Saito Kinen<br />

Orchestra, and the relaunch of<br />

the Hollywood Bowl Orchestra under<br />

the direction of John Mauceri. The<br />

outstanding release of the Hollywood<br />

Bowl Orchestra during 1992 was The King<br />

and lwilh an all-star cast including Julie<br />

Andrews, Ben Kingsley, Lea Salonga,<br />

Peabo Bryson, Niarilyn Horne, and special<br />

guest stars Roger l\,4oore and Martin<br />

5heen. This release is planned to initiate a<br />

series of recordings of Rodgers and<br />

Hammerste n musicals.<br />

Classical music has always seized on<br />

the technological advances in the record<br />

business first. The expertise of the audio<br />

engineers at the recording centres of<br />

Polycram's three labels has played a vital<br />

part in setting standards, first for the LP,<br />

then in the switch from mono to stereo,<br />

and latterly in developing digital<br />

recording which made CD the dominant<br />

classical music format. We jook forward<br />

to further success with DCC for which<br />

over 100 classicaltitles have already<br />

been released, wrth anorher 280 trties<br />

scheduled for release in 1993. Our<br />

objective remains to invest so that our<br />

reputation for outstanding quality and<br />

recording excellence continues.<br />

the d iscovery<br />

<br />

ta lent<br />

lnvesting in new oftists is<br />

vitalfot the futurc<br />

<br />

celebrated the 25 yeot<br />

poftnetship between the<br />

canductor ond DeLtsthc<br />

lt ol Pdycram


Polycram Music Publishing today owns<br />

title to over 110,000 sonq copyrights,<br />

a catalogue built up over the last six<br />

years by acquisition and by signing and<br />

developing talented songwriters From<br />

virtually nothing, we have assembled a<br />

superb collection which should continue<br />

to be a sound investment for the future<br />

1992 brought onlY a handful of<br />

acquisitions, notably a majority holding<br />

in Kitty Music, a laPanese comPanY<br />

specialising in local repertoile 0ther<br />

newsworthy events on the pop front were<br />

our signing of the publishing rights for<br />

l\XS, U2 and loan Armatlading. lNXs<br />

promptly produced three chart hits with<br />

thei 1992 album. Welcome to Wherever<br />

You Arc,in luding the title track<br />

CeCe Peniston, Pearl lam,<br />

Shakespear's Sister, Vanessa Williams, Sir<br />

N,4ix-a-Lot, k.d. lang and Billy Ray Cyrus<br />

have been other publishing best-sellers.<br />

Bob Marley was rediscovered by a new<br />

generation with lron Lion Zion, a<br />

previously unreleased single, and Freedom<br />

5ongs, a successful boxed set. ABBA also<br />

returned to the chartsvia lhe ABBA 6old<br />

album and video.<br />

Creative thinking is vital in joining<br />

together our songrights and backcatalogue<br />

of recordings. Following the<br />

success of the llalo Roorts tribute to Elton<br />

lohn and Bernie Taupin, we are now<br />

working on similat ventures. A tribute to<br />

ABBA has been released in Scandinavia;<br />

a Thin Lizzy tribute is taking shape,<br />

and several other projects are under<br />

consideration.<br />

We have sought out opportunities to<br />

use our songs in film and television and<br />

are working with Polycram Filmed<br />

Entertainment to explore prospects for<br />

cross-fertilisation. Altogether, we had<br />

songs in 22 films this year ranginq from<br />

lerome Kern's lhe 5o ng is You inWoody<br />

Allen's Husbands and Wives,lo Gtoove<br />

Mosterhy Arrow which was used in two<br />

separate soundtracks.<br />

ln the UK, we signed two top<br />

composers of film and television music.<br />

Barrington Pheloung is best known for<br />

scoring Central Television's I nspecto r<br />

Morse andTruly, Modly, Deeply; Simon<br />

May's credits include the siqnature tunes<br />

to several BBC series including<br />

Eastenders, Howqtd's Woy and Eldorado.


,).' \ \' oeglnnlng . wltn tne g'owth<br />

.-\ $\ O of demand for prog'a66ing,<br />

,.. \\ l; ' 'solLware values are escalaLing.<br />

I<br />

As Polycram s qlobal mus,c and serl<br />

Polycram's<br />

objective of becoming<br />

a significant presence in filmed<br />

entertainment is a natural lateral move,<br />

especially considering the size of the<br />

opportunities film Wesents. Vo ety, the<br />

trade magazine of the<br />

entertainment industry, quotes a<br />

widely held view that "the<br />

estimated 200lo compound<br />

annual qrowth rate of the<br />

last l2 years driven by<br />

video tape, pay TV and<br />

the burgeoning international<br />

broadcast markets - is just the<br />

through video distribution network is<br />

already in place, 1992's primary tasks<br />

have been to build up our film production<br />

companies and gain experience in the<br />

theatrical distribution, promotion and<br />

advertising skills which ultimately<br />

determine margins. Sales are modest rn<br />

the context of Polycram as a whole<br />

and Filmed Entertainment made a<br />

loss, as expected, in its first year of<br />

expanded operations.<br />

Considerable progress was made<br />

in securing the sources of supply<br />

necessary to realise our ambitions.<br />

The acquisitions of the outstanding<br />

shales in Propaganda and Working Title<br />

were duly completed and Poly6ram<br />

acquired 5l% of lnterscope, one of<br />

Hollywood's leading independent<br />

producers, with an excellent track record<br />

oI maling :uccesslul mainslream mov,es<br />

on medium-budgets and, in addition,<br />

entered into a 3 year funding agreement<br />

with lodie Foster's Egg Pictures.<br />

With the formation of Gramercy<br />

Pictures, a co venture with Universal,<br />

PolyCram Filmed Entertainment has<br />

begun the process of gaining direct<br />

expeflence ol markerrng and dist,iburing<br />

its own movies ln the US and Canada,<br />

and Cramercy's first release, early in lg93,<br />

will be Working Title's Posse. ln 1993,<br />

Gramercy will distribute most films<br />

produced by PolyGram, some from<br />

Universal and two films from Spike Lee's<br />

production company.


To date, Polycram Filmed Entertainmert<br />

has demonstrated ts ability to produce<br />

films that have achieved crirrcal acclaim.<br />

In october 1992, we broke through to the<br />

commerc al rnainstream and proved<br />

ourselves capable of producing and<br />

market ng a hr.f tlm. Condynln, a hofiot<br />

story starring V rginia Madsen, was<br />

produced by Propaganda for under<br />

$10 million and opened on 1400 screens<br />

across the United States, taking over $25<br />

m llion at the U5 box office.<br />

Our earlier success of 1992 was<br />

Working Title's Bob Robetts, the saliica<br />

spoof documentary account of American<br />

pol tics, wr tten and directed by Tirf<br />

Robbins. who also starred. Nominated<br />

Best Film at the Tokyo Film Festiva and<br />

heaped with favourable reviews, Bob<br />

Rabets was dslt buled oy ParamoJrt<br />

Pictures and M ramax Films in the USA.<br />

Made forjust $4 million, it performed<br />

weli among urban audiences in both the<br />

US and the UK.<br />

Other 1992 releases inc uded Rubl,<br />

starr ng Danny A ello, which disappointed<br />

Sidney Lumet and starring Me anie<br />

Griffith dld modest business at the US<br />

box office, taking close to $12 mrllion;<br />

and so d over 180,000 units into the US Hudsucket Praxy, d rected by the Coen<br />

video rental markets. Retitled C/ose fd<br />

Eden, the same film is set for release in<br />

the UK early in 1993.<br />

PolyCrarn's amb tions in film are being slate.<br />

achieved through strong management.<br />

discipline, is left to fi m producers The<br />

business strategy of PolyGram Filmed<br />

business, step by step, with each new<br />

step build ng on the last. Prev ously<br />

sell ng al the rights to films produced,<br />

At l\,4lFED in October, one of the<br />

ind ustry's three large annual<br />

marketplaces for f lm sales, l\,4an festo<br />

signed 83 deals covering 21 countries<br />

se ling distribution rights for PolyGram<br />

Filmed Entertainrnent product ons and<br />

Manifesto, with many studios nterested<br />

n selling non-U5 rights in order to<br />

recover investment faster and share risk<br />

brothers and starrinq Paul Newman and<br />

Tim Robbins, scheduled for release n<br />

1993, is one such fr m on Manifesto's<br />

The next step for Po ycram, now<br />

As n our music businesses, the creative taking shape in France and the UK, isto<br />

process, with n a framework of f nanc al tackle its own direct distribution of low<br />

and med um budget films. For example,<br />

Palace Pictures' product ons Wotetl1nd,<br />

Entertainment is to fashion a substantia starring lererny lrons , and The Crying<br />

6rne, Neillordan's thr ller set in<br />

Northern Ireland, were released in the UK<br />

dur ng the autumn. Both were well-<br />

Polycram now retains the non-US rights reviewed and performed sattsfactorily on<br />

for sale throLrgh our film sales company, the independent cinema circ!it. Quentin<br />

Manifesto, thus increasing our revenue Tarantino's controversial f rst fllm<br />

Reservoit Dogs released in the U K, in<br />

ianuary 1993 looks set to be one of the<br />

rnost successful independent films of<br />

the year.<br />

ln 1992, six Polycram films entered<br />

production, ready for re ease in 1993.<br />

These include Posse, a black western<br />

now in post production at<br />

Wotk ngTitle, A Hane of<br />

Our Own, an A&M Ft ms


production starring Kathy Bates, and<br />

Kqlifornia, a thr ler w th Brad Pitt and<br />

Ju iette Lewis on which Propaganda has<br />

completed principal photography. Other<br />

f ms in the pipelhe arc Dream Lover,<br />

Roneo ls Bleeding, Lights 0ut and Red<br />

Rock West.The lnterscope acquisition w ll<br />

not be ref ected fully in production<br />

investments until 1994 onwards because<br />

of ts existing th rd party production<br />

(onr t.1pnts The liri lrterq.ope movie<br />

with a substantial Polycram investment<br />

sThe Air UpThere. More f ilms are<br />

at different stages of development.<br />

We have also taken a creat ve<br />

approach to a field wh ch complements<br />

both our mov e production and<br />

music experience. PolyGram FlLmed<br />

Enterta nment has established Po yGram<br />

Telev s on lnternational n the UK.<br />

Together with Po yGram Diversified<br />

Entertainment, PolyGram Television<br />

produces films of special live events,<br />

particu arly concerts by top rock acts, for<br />

sa e to broadcast or pay TV and for<br />

subsequent video release Cenes s at<br />

Knebworth and the GLrns'N' Roses<br />

concert n Paris were the outstandlng<br />

events of 1992.<br />

Dur ng 1992, Polycram Video<br />

lnternat onal has concentrated on<br />

strengthening ts catalogue away from<br />

rnusic. For example, we have acquired<br />

internat onalv deo rights to a children's<br />

caTtoon series cal ed X lven, as wel as<br />

Hurricanes whtch is about a fictional<br />

socceT tearn. Po yGram and l\,4otown<br />

Horne V deo together ho d a video,<br />

worldwide syndication, merchandisinq<br />

and book rights to The Jqcksons - An<br />

Americzn Dreom, a five hour rnini-ser es<br />

about the lacksons produced by Suzanne<br />

De Passe for US television broadcast. Ire<br />

lqcksons has become one of the highest<br />

rated minr-ser es for the ABC TV network.<br />

Development of our v deo sel<br />

through operat on, wh ch uses Po yGram's<br />

exist ng mus c drstribution network, is<br />

gathering momentum. We intend to<br />

become one of the major forces in this<br />

f eld. SuccessfuL US re eases have<br />

included the Notionql footb1ll Leogue<br />

Rocks series, which feature great<br />

moments in American football with rock<br />

or country music soundtracks. ln music<br />

video, B lly Ray Cyrus and U2 were our<br />

top sellers. ln the UK and France our<br />

seLl through operat ons are expanding<br />

nto the video rental market, a strategy<br />

we expect to see cop ed in other major<br />

terr tories.<br />

<br />

,,,M<br />

<br />

Due for release tn the<br />

sunnet Kalifarnio is a<br />

psychalogicalthri er<br />

stafttng Etod Pitt and<br />

<br />

<br />

<br />

HoneofOutOwn,o<br />

<br />

heartfelt drcno obaut a<br />

nothet af six who gives<br />

up the big city fat life in<br />

o.nolltawn<br />

com plementing<br />

our expertlse<br />

Posse, dirccted by and<br />

storring A4otio von<br />

Peebles, is a tnditianal<br />

classic western set in the<br />

Spanish Anericon wat<br />

Poycram [] 5


Report ofthe<br />

Board of Management<br />

& Financial Review<br />

llnancial Statan.nts<br />

Accounting Policies<br />

Consolidated Statementr of<br />

lncome of the Polycram Group<br />

Consolidated Balance Sheets<br />

of the Polycram Croup<br />

Consolidated Statements of<br />

Cash Flows ofthe Polycram Crcup<br />

Notes to the Consolidated<br />

Financial Statements of the<br />

Polycram Croup<br />

Financial Staternents of<br />

Polycram NV.<br />

Notes to the FinancialStatements<br />

of Polycram NV<br />

Oth.i idforn.tion rtgrrding<br />

Pollcr.ln N.V.<br />

Auditors'Report<br />

Distribution of lncome according<br />

to the Articles ofAssociation<br />

Proposed Distribution of lncome<br />

Report of tfte<br />

sup..Yisory Botrd<br />

of Polycran N.v.<br />

Applicrtion of gcn€r.lly<br />

sccept d accounting<br />

Drincipbs in the USA<br />

sunlll.ry of Fin.ncial<br />

Statenentr of the<br />

Pollrcrrnr GrouD in<br />

US Doll.rg<br />

Active management and acquisition of intellectual property rights, strict financial<br />

controls, and low financial gearing are at the heart of PolyCram's strategy for<br />

maximising shareholder value. ln 1992, Polycram achieved record levels for net sales,<br />

income from operations and net income.<br />

Net sales in 1992 were NLG 6,617 million up from NLC 6,326 million in I gg1, an<br />

increase of 5ch. Currency fluctuations, notably the weakening of the US dollaL UK<br />

sterling and the ltalian lira, had a negative impact on sales, which in local currency<br />

terms were up 9%.<br />

Polycram's core business continues to be popular music, which grew by 30lo in<br />

1992.ln the United States, Polycram enjoyed improved chart performance throughout<br />

1992, with success from new artists such as Billy Ray Cyrus, Shakespear's Sister, Ugly Kid<br />

loe, PM Dawn and Mother Love Bone, and established acts including Def Leppard and<br />

Bon Jovi. ln the United Kingdom, another important source of potential internationally<br />

successful acts, we managed to increase market share, but in the rest of Europe<br />

conditions were less favourable.<br />

ln Japan, beating past performance particularly in national and classical music<br />

proved difficult, but we did succeed with two national acts, Kan and Zard. ln the rest<br />

of South East Asia we performed much better, with regional success from lacky<br />

Cheung, Leon Lai and Hacken Lee. Effective October l, 1992, we were able to<br />

increase our shareholdings in ourJapanese companies. We now have sole ownership of<br />

Nippon Phonogram Co. Ltd, in which we have acquired the remaining 3 50/o stake, and an<br />

89.6% shareholding in Polydor K. K., in which PolyCram formerly held a 74.6vo stake.<br />

ln ciassical music, Decca, Deutsche Grammophon and Philips Classics maintained<br />

their combined leading position in a depressed classical market, now dependent on CD<br />

sa les. Following the remarkable repertoire in 1990 (The Three Tenort a nd I 991 (the<br />

Conplete Mozaft Editior) 1992 was always going to be difficult, and this, together with<br />

the severe recession in some markets, hurt the classical catalogue business and sales<br />

year on year fell by I 5%.<br />

ln August we announced the acquisition of 510/o of lnterscope, a successful<br />

Hollywood production company whose film credits include Cockail, Thrce Men ond o<br />

116l roycram


Baby and Hand thot Rocks the Cradle.The acquisition of Interscope, together with<br />

Polycram's other film making companies, Propaganda and working Title, means that<br />

PolyGram is a growing force in film production. ln I992 Polycram Filmed Entertainment<br />

(including non music video) generated sales of N LC 549 million, up from N LC 332 million<br />

in 1991, an increase of 65q0.<br />

Penetration of the compact disc has continued to advance and CDs now represent<br />

77ok of PolyGtam's recorded music sales. We believe that the outlook remains good for the<br />

CD with most markets not yet reaching maturity. Music cassettes declined in percentage<br />

<br />

terms to 2lq0 of sales and in the longer term, the digital compact cassette, DCC, launched<br />

in the final quarter of 1992, is expected to be the logical successor to the analogue<br />

cassette. At 20lo of sales, vinyl has virtually disappeared.<br />

Gross income grew faster than sales in percentage terms, increasing our gross<br />

margin to 4zlqo from 46.4a/o.The continuing efficiency gains from our newly acquired CD<br />

manufacturing facilities in Kings Mountain, USA, effective January l, 1992, and our<br />

facilities in Europe, were a tactor in this.<br />

Despite extremely competitive trading conditions we controlled our promotional<br />

expenditure, but the new regional management structure and start up costs in Polycram<br />

Filmed Entertainment increased our general and administrative expenses. Overall, we<br />

managed to improve our operating margin slightly to 11.90,6, with income from<br />

operations of NLC 789 million up 7ol0, an improvement of NLC 54 million on 1991.<br />

Net Sales by<br />

Repertoire Type 1992<br />

Net Sales by<br />

Geographical Source 1992<br />

Net Music Sales<br />

by Carier 1992<br />

ROW (4%)<br />

U5A&<br />

Pdycram [17]


Report of the<br />

Board of Management<br />

Review<br />

Financial income and expenses turned to a net cost of NLC 9 million in 1992, after<br />

a contribution of NLC I I million in 1991, due to smaller foreign exchange gains,<br />

together with acquisition payments in the first half of the year which absorbed<br />

cash resources and increasing working capital requirements for filmed entertainment.<br />

The effective tax rate of 29% was 30/o lower than in 1991, reflecting the utilisation<br />

of tax loss carryforwards following the improvement in operating profit in the<br />

United states and the lower tax rate in France.<br />

Equity in non-consolidated companies posted a loss of NLC I8 million, an<br />

improvement of NLC l0 million on 1991, helped by the continuing strong performance<br />

of Really Useful Holdings, of which Poly6ram holds 300/o and a reduction in the losses<br />

from our non-consolidated companies in the United Kingdom.<br />

Our minority interests were also reduced in I992, to a negative NLC 30 rnillion,<br />

improved from a negative NLC 4l million in 1991, due mainly to a reduction in<br />

minorities of our two Japanese companies.<br />

Net income grew by t3qo to NLG 506 million, an improvement of NLG 60 million<br />

on l99l. There were no extraordinary items in either 1991 or 1992.<br />

Total Croup Equity, comprising Shareholders'Equity and Other Group Equity,<br />

recorded a net increase of 130/o from NLG l,l3'i million to NLG 1,28t million.<br />

Shareholders'Equity increased by earnings net of dividend of NLG 396 million.This was<br />

partly offset by the goodwill write-off of NLC 147 million arising from acquisitions<br />

includinq Interscope and Prcpaganda, |'i'anslation differences and revaluations of NLC 50<br />

million, on balance, due mainly to sterling's weakness and the lower value of sterling<br />

denominated assets and other movements of NLC 39 million.<br />

<br />

.loyS"*+"".o"<br />

lncome frcm Operations<br />

by Ceoq raphical Source %<br />

Net<br />

a8 | 262<br />

qll rrr<br />

go 357<br />

92 ) 5tt6<br />

I I 8] Fblycram


Balance as ofJanuary l, 1992<br />

Chonges:<br />

New consolidations,/deconsolidations<br />

Share in group income<br />

Distributions, net<br />

Translation differences<br />

Other movementr<br />

Balance as of Decenbcr 31, 1992<br />

<br />

<br />

<br />

<br />

<br />

<br />

lncluded in Other Croup Equity are US$200 million of Subordinated Notes ("The Notes") issued by Polycram Finance By.,<br />

a group company of PolyCram Ny. The Notes are mandatorily exchangeable into Non-voting Redeemable Preference<br />

Shares of another group cbmpany, Polycram Luxembourg Finance 5.A. The Notes and the preference 5hares are only<br />

redeemable at the option of Polycram and carry financing rates at December 31, 1992 ranging from 5.00,6 to lO.3%,<br />

which are subject to periodic adjustment. Financing charges amounting to NLc 33 million (1991: NLG 33 million) and<br />

taxes thereon amounting to NLG ll million (1991: NLc lt million) are recorded under minority interests in the 1992<br />

Consolidated Statements of lncome.<br />

<br />

Ptovisions fot:<br />

Pensions<br />

Net defered tax liabilities<br />

Returns<br />

Earn-outs regarding acquired companies<br />

Other obligations and risks<br />

Total provisions<br />

Consistinq of:<br />

Long-term provisions<br />

Shod-term provisions<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

PolyGram has several pension plans covering its employees. Employee pension plans have been established in many<br />

countries in accordance wilh the legal requirements, customs and the local situation in the countries involved. The<br />

pension obligations have, in most cases, been transfened to separate pension funds or to third parties, which limit any<br />

further obligations of the Polycram Group to the beneficiaries.<br />

The provision for pensions covers the pension plan for the Polycram employees in Germany (1992: NLC 194 million;<br />

l99l: NLG l82 million).The remaining amount (1992: NLC 20 million; 1991: NLc 2l million) relates to pension plans in<br />

other countries. The provision is calculated taking into account an average discount rate of 750/6 (1991: 8.50/o).<br />

The provision for returns covers the costs of expected returns of goods sold. Expected returns are estimated on the<br />

basis of past experience as well as current sales.<br />

The provision for earn-outs relates to additional amounts payable to the vendors of lsland and A&M based<br />

on earnings before taxes of Polycram during 1990 through 1999 and is valued at the present value of the<br />

estimated amounts payable, and earn-outs relating to Ptopaganda Films, lnc. and the participation in Really Useful<br />

Holdings, based on earnings of those companies.<br />

0l Polycram


Notes to the<br />

Consolidated <br />

<br />

<br />

Securities<br />

Other<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

Trade accounts<br />

<br />

<br />

5hareholders<br />

Non-consolidated comPanies<br />

<br />

Net deferred tax assets<br />

<br />

Advances and loans to artists and repertoire owners<br />

<br />

Other receivables<br />

<br />

Prepaid expenses and accrued income<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

Balance as ofJanuary l, 1992<br />

Changes:<br />

Net income<br />

Dividend<br />

6oodwill<br />

Translation differences<br />

Transactions in Polycram NV. shares, on balance<br />

Revaluation<br />

Transfer to net deferred tax liabilities<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

Balance as of DGcenber 31, 1992<br />

With effect from January l, 1993, goodwill arising from the difference between the purchase price and the net asset value<br />

of companies acquired in 1993 and onwards will be capitalised and systematically amortised over the expected economic<br />

life of that asset, not exceeding 40 years. As a result of the change of the amortisation method for music publishing<br />

rights, in 1990 the related deferred tax liabilities were released and transferred to Shareholders' Equity. ln 1992 this<br />

release is reversed.


Notes to the<br />

Consolidated <br />

<br />

Book value as of lanuary l, 1992<br />

Chonges:<br />

lnvestments<br />

Translation differences<br />

Book Yalre as of Deccmber 31, 1992<br />

Acqui5ition price<br />

Amortisation<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

The book value as of December 31, 1992, includes N LG 919 million for the catalogues of recorded music and<br />

NLc 235 million forthe catalogue of music publishing rights.<br />

<br />

6ross value as of January 1, 1992<br />

Depreciation<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

Ntchiner! Othet Ass.t'<br />

tnd depnciob,e under<br />

equiDdant ,ttett cottsttuction<br />

<br />

<br />

Book Yalue as ofJanuary 1,1992 <br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

Chonges:<br />

lnve5tments<br />

New consolidations<br />

Depreciation<br />

sales<br />

Other changes<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

Book valrc a5 of Decembei Sl, 1992<br />

<br />

Gross value as of December 3l,1992<br />

Depreciation<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

Balances as of lanuary l, 1992<br />

Chonges:<br />

Net investments<br />

Equity in net income (loss)<br />

Dividends<br />

Other chanqes<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

Balances as of Decembcr 31,1992 <br />

<br />

As of December 31, 1992 the equity inciudes catalogues of theatrical, publishing and recorded music rights valued at<br />

NLC 131 million.


Notes to the<br />

Consolidated Statements of lncome<br />

<br />

<br />

<br />

<br />

Rcconciliation of income tax ratGs<br />

Weighted average percentage, based on statutory tax rates<br />

Tax effect of tax loss carryforuards utilised<br />

Tax effect of cullent losses not recognised<br />

Tax effect of changes in the valuation allowance for deferred tax assets<br />

Tax effect of costs deductible for tax purposes but not for financial reporting<br />

Tax effect of exempt income, and non-deductible expenses<br />

Effect of tax incentives and other tax effects<br />

Effectivo tax ratcs<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

The net deferred tax assets or liabilities are determined per fiscal entity. Offsetting of deferred tax assets and deferred tax<br />

liabilities within the same fiscal entily is restricted to deferred tax assets and liabilities that reverse in the same period.<br />

Current and non-current deferred taxes, net of a valuation allowance, are included in the balance sheet under<br />

receivables in the event, and to the extent, that per fiscal entity total deferred tax assets exceed total deferred tax<br />

liabilities. Conversely, current and non-current deferred tax liabilities are included under provisions in the event, and to<br />

the extent, that per fiscal entity total deferred tax liabilities exceed total deferred tax assets.<br />

Analysis of incoma tax positiors <br />

Balance as of lanuary I<br />

Changes:<br />

lncome taxes accrued<br />

lncome taxes paid<br />

New consolidations<br />

Transfer from equity (see Note l2)<br />

other chanqes (includinq translation differences)<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

Balarcc as of Dc€elnber 3l <br />

These bolonces include:<br />

Net deferred tax assets<br />

Valuation allowances<br />

Net deferred tax assets net of valuation allowances<br />

Defened tax liabilities<br />

lncome taxes Payable, net<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

Pdycram [27


Notes to the<br />

Consolidated Statements of lncome<br />

ttote 2. COSTS OF SALES (continued)<br />

Employees by geoglaphical arca<br />

<br />

<br />

<br />

<br />

<br />

Europe<br />

USA and Canada<br />

Asia<br />

Rest of World<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

Europe<br />

USA and Canada<br />

Asia<br />

Rest of World<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

lnterest expense<br />

lnterest income<br />

Exchange gains and losses<br />

Other f inancial expenses<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

lncluded in the interest expense is NLG 3 million, representing interest expense to Philips (199t:NLG 2 million interest<br />

expense).<br />

Note s. INCOME TAXES<br />

lncome taxes amounted to N LG 226 million (1991: N LG 238 million) resulting in an effective tax rate of 29Vo (1991:32Vol.<br />

lncome taxes were reduced by NLC U million (1991: NLC 2l million) resulting from the utilisation of loss carryforwards<br />

from operating losses. At December 31, lgg2 the operatinq loss carryforwards aggregated approximately NLG 550 million<br />

(1991: N LC 469 million) of which approximately N Lc 81 million (199'l: N LC 9 million) will expire within 5 years. The<br />

increase of tax losses represents largely the net effect of operating tax losses transferred in 1992 from Philips (NLC 67<br />

million, of which N LG l4 million was utilized in 1992) and utilisation of previous years tax losses.<br />

Withholding taxes relating to income of subsidiaries to be paid as dividends in the near future are qenerally deducted<br />

from the income in the year in which the income is generated.<br />

Polycram's operations are subject to income taxes in various foreign jurisdictions with varying statutory tax rates. The<br />

weiqhted average statutory tax rates reflected in the following table are computed by applying the applicable statutory<br />

rates to Polycram's earnings in each country.<br />

6l PoVGram


Notes to the<br />

Consolidated Financial Statements<br />

of the PolyCram Group<br />

All amounts are expressed in millions of Netherlands guilders unless otherwise stated. The comparable figures are<br />

reclassified to conform to currently adopted presentation methods where necessary<br />

The financial data of Polycram NV. are included in the consolidated financial statements of the Croup. Therefore the<br />

unconsolidated statement of income for Polycram N.V., reports only the net income from participations, and other income<br />

after taxes.<br />

Effective from January 1,1992, Polycram acquired the American CD factory in Kings Mountain, North Carolina, from<br />

Philips for N LG 57 million.<br />

Effective from July l, 1991, Polycram acquired the CD factories in Hanover and Louviers from Philips and withdrew<br />

from its direct investment in CD lnteractive, selling its activities to Philips. Together with deferred payments, the net<br />

amount payable was NLG 156 million.<br />

Effective from July l, 1991, Polycram purchased a 3Oqo shareholding in Really Useful Holdings for a total consideration<br />

of NLG 288 million, includinq deferred payments and earn-outs<br />

<br />

<br />

<br />

<br />

<br />

Europe<br />

USA and Canada<br />

Asia<br />

Rest of World<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

Direct costs of sales<br />

Selling expenses<br />

General and administrative expenses<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

Ressarsh and Developlnent<br />

The expenditures for research and development activities amounted to NLC 5 million (1991: NLC 25 million) and have<br />

been included in the costs of sales.<br />

Sala?ies and wage5<br />

lncluded in costs of sales are salaries and wages amountinq to N LG 807 million (t991: N LC 685 million). The costs for<br />

related social security and similar benefits totalled NLc l8l million (1991: NLG 143 million). lncluded in the costs for social<br />

security are the costs for pension plans totalling NLG 45 million (1991: NLG 30 million). ln 1992 remuneration of members<br />

and former members of the Board of ManagementpaidbythecrouptotalledNLGt0.Smillion(1991:NLC 9.7 million),<br />

and forthe Supervisory Board totalled NLG 0.1 million (1991:NLC 0.'l million).


Consolidated Statements of<br />

Cash Flows of the PolyGram Croup<br />

Cash flows flom opelatirg activitics<br />

Net income<br />

Adjustments to recorcile net incone to gross cash<br />

provided by opcrating activitics<br />

Depreciation and amortisation of tangible and intangible asset5<br />

Provision for losses on receivables and prepaid expenses<br />

Equity in net loss of non-consoljdated companies<br />

Minority interests<br />

Gross cash flows froln opcrations<br />

Change in ariets and liabilities, nat of effectr fron acquisitions<br />

Decrease (increase) in assets:<br />

Receivables and prepaid expenses<br />

Long-term receivables<br />

lnventories<br />

other assets<br />

lncrease (decrease) in liabilities:<br />

Accounts payable<br />

other current and accrued liabilities<br />

Provisions<br />

other liabilities<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

Total adjustlllents <br />

Net caih provided by operating activitic5<br />

Carh flows fron investing activitiet<br />

Payments for new consolidations, net of cash acquired<br />

Net investments in tangible and intangible assets<br />

Non-consolidated companjes<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

Net cash ured in invcsting activitics <br />

Ca3h flows fron financing activities<br />

Payables to banks<br />

Long-term debts (including to Philips)<br />

Payments to minority interests<br />

Dividend paid<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

Net cash used for financing activities <br />

Net increase (decrease) in cash<br />

Translation differences<br />

Cash as ofJanuary I<br />

Cash as per thc end of period<br />

lnterest paid<br />

lncome taxes paid<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

l4l Fdycram


Consolidated Balance Sheets<br />

of the PolyGram Group<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

Fixed asscts<br />

lntangible fixed assets<br />

Tangible fixed assets<br />

Non-consolidated companies<br />

Other non-current financial assets<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

Total fixcd assets<br />

Curient as3el3<br />

<br />

<br />

<br />

<br />

lnventories<br />

Receivables and prepaid expenses<br />

Liquid assets<br />

<br />

<br />

<br />

<br />

<br />

<br />

Total current assets<br />

<br />

<br />

<br />

Group Equity<br />

12 shareholders'Equity<br />

13 Other Croup Equity<br />

<br />

<br />

<br />

<br />

Total Group Equity<br />

Long-tcrn provisions<br />

',<br />

r{ Short-ternprovisions<br />

ri Long-termliabilities<br />

r6 crrrent liabilities<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

Pdycram [23


Consolidated Statements of<br />

lncome of the PolyGram Group<br />

<br />

r l{et salos<br />

2 Direct costs of sales<br />

Gross incone<br />

selling expenses<br />

Ceneral and administrative expenses<br />

lncone fron operations<br />

Financial income and expenses<br />

lncolne before taxes<br />

lncome taxes<br />

lncotre aftor taxcs<br />

Equity in net loss of non-consolidated companies<br />

Groirp iltsome<br />

Minority interests<br />

Net income<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

Aver.ge nultlber of sh.res (p.r y.lllc LG O.5O)<br />

assrrned ortst.nding during thc yerl<br />

llet incono p€r share<br />

Proposed dividcnd pcr shara


Balance Sheets (continuedf<br />

non-consolidated companies reflects, in all material aspects, the accounting policies established for these consolidated<br />

financial statements. Non-consolidated companies in which no significant influence is exetcised are valued at purchase price.<br />

Downward value adjustments of a structural nature are taken into consideration.<br />

Other non-cu ent financial assets<br />

other non,current financial assets are valued based on historic cost or net realisable value, whichever is lower.<br />

lnventories<br />

Recording costs are valued at cost less depreciation, which is based on the average economic life<br />

Films are valued at cost or the estirnated net realisable value, whichever is lower, generally using the individual film<br />

forecast method. The cost of a film includes the direct costs of production, an allocation of studio production overhead and<br />

interest capitalised during the production period.<br />

Other inventories are valued at purchase price or cost of manufacture, based on a first-in first-out method, reduced by a<br />

provision for the risk of obsolescence. Cost of manufacture includes direct costs and the appropriate proportion of ovelhead,<br />

taking into account the stage of completion. Any incorne derived from intercompany transfers of goods and materials is<br />

eliminated.<br />

Receivables and prepaid expenses<br />

Trade accounts and other receivables are valued at face value less an allowance for the risk of doubtful accounts.<br />

For advances to artists and repertoire owners, each contract is appraised individually and the value of the unrecouped<br />

portion is determined by the prospects of future recoupment taking into account current popularity and recent sales.<br />

lncluded in receivables are net deferred tax assets recognised for temporary differences between the financial and tax<br />

bases of assets and liabilities that result in deductible amounts in future years, and deferred tax assets recognised for<br />

operating loss carryforwards. A valuation allowance is recognised if based on the weight of the available evidence, it is mote<br />

likely than not that all or some portion of the deferred tax assets will not be realised.<br />

Grcup equity<br />

Other group equity includes minority interests in total equity of consolidated companies which are shown at net asset value,<br />

calculated in accordance with the accounting policies established in the preparation of these consolidated financial<br />

statement5.<br />

Liabilities<br />

Provisions are not associated with specific assets, but are created to cover certain business obligations and risks. Provisions<br />

are stated at face value, with the exception of provisions for employee pension benefits and severance payments, and<br />

provisions for earn-outs which are stated at the present value of the future obligations.<br />

The provision for employee pension benefits is based mainly on actuarial calculations and relates to those pension<br />

obligations that are not funded by separate pension funds or by third parties. The total pension coverage provided by this<br />

provision toqether with the various separate pension funds is equal to at least the present value of existing pension benefits<br />

based upon the number of prior years of employment with Polycram.<br />

lncluded in provisions are net deferred tax liabilities recognised for temporary differences between the financial and tax<br />

bases of assets and liabilities that result in taxable amounts in future years.<br />

Statenerts of lncorne<br />

Net income is determined taking into account the following accounting policies:<br />

Net sales represent the revenues derived from products delivered to, and services performed for, third parties, net<br />

of returns.<br />

The calculation of costs is closely related with the valuation principles for assets and liabilities.<br />

The costs of research and development are charged to income when incurred. Equity in net income of non-consolidated<br />

companies in which a significant influence is exercised has been recognised, in all material aspects, in accordance with the<br />

accounting policies followed in the preparation of these consolidated financial statements. Where no significant influence is<br />

exercised in a non-consolidated company, dividends received are recognised as income.


Consolidat€d financirl statenents of the Polycram croup<br />

-Ihe consolidated financial statements of the Polycram Group include the accounts of Polycram N.V. and its subsidianes<br />

(the "Polycram Group").<br />

The Polycram Group includes businesses around the world which are chiefly involved in the acquisition, production and<br />

marketing of repertoire as well as the manufacture, sales and distribution of pre-recorded sound carriers, such as compact<br />

discs, music cassettes and records. ln addition Polycram is engaged in activities with respect to music video, in the<br />

production of films and television programming and in music publishing.<br />

Policics of contolidation<br />

The consolidated financial statements include all of the subsidiaries in which a controlling interest is held by Polycram N.V.,<br />

or through any of its subsidiaries directly or indirectly. These companies are included in full in the consolidation; the<br />

aggregate of minority interests of third parties are disclosed separately.<br />

With regard to the financial statements of the majority of the Dutch private limited liability companies, included in the<br />

consolidated financial statements, the exemption is applied as refened to in article 403, section l, Book 2 of the Civil Code.<br />

Polici€s followed in valuation and incone Galculation<br />

Historic cost convention<br />

The valuation as well as the depreciation andlor consumption of fixed assets and inventories, is based on the historic cost<br />

convention with the exception of entities in highly inflationary economies (hyper-inflation countries)where the valuation of<br />

these assets and also depreciation and./or consumption are based on current value.<br />

Foteign cuffencies<br />

All foreign currency amounts in the balance sheets have been translated to Netherlands guilders ("NLG') at the<br />

official exchange rates at the balance sheet date. Gains and losses resulting from foreign currency transactions are included<br />

in the consolidated statements of income. Exchange differences due to the translation into NL0 of investments in foreign<br />

subsidiaries, including financing considered a hedge towards those investments, have been accounted for as translation<br />

differences in Shareholders' Equity.<br />

ln the consolidated statements of income, the amounts stated for sales, expenses and results of foreign participations<br />

have been translated to NLG based upon the rates of exchange for the periods involved.<br />

Acquisition of su bsi di q ries<br />

Newly acquired companies are valued at their net asset value. Goodwill arising from a difference between the purchase price<br />

and net asset value is accounted for directly in 5hareholders'Equity.<br />

Face value<br />

Unless specifically mentioned otherwise, all items in the financial statements are valued at face value.<br />

Balance iheets<br />

lntongible fixed assets<br />

Catalogues of recorded music, the catalogue of music publishing rights and the catalogue of theatrical rights are considered<br />

intangible assets if they are purchased as part of a major acquisition and are valued based upon either the actual amounts<br />

paid to third parties upon acquisition or the present value of expected jncome, whichever is lower. They are amortised if and<br />

to the extent that the present value of the expected in€ome generated by the acquired catalogues falls below their book<br />

value.<br />

Tangible fixed ossets<br />

Tangible fixed assets are generally valued at their acquisition cost less depreciation.<br />

Depreciation is calculated on a straight line basis taking into account the assets'econornic lives.<br />

No n-co nsol i doted co n po nies<br />

The valuation of the investments in non-consolidated companies in which a significant influence is exercised over the<br />

business and financial policies is based on net asset value. The valuation of assets, liabilities, equity and income of these


Despite the acquisitions made in 1992 and the negative effect of exchange rate<br />

movements, PolyGram's balance sheet remains strong.<br />

Long-term liabilities reduced from NLc 296 million in l99l to NLC 164 million in<br />

1992, due to the payment of the lsland notes. These have been replaced with short-term<br />

borrowings from banks and comrnercial paper, which together have increased from<br />

NtC 68 million in 1991, to NLC 165 million in 1992.<br />

Polycram's total number of employees increased from 10,568 at the end of I 991 to<br />

I I ,l 62 at the end of I 992. This increase was mainly due to new consolidations.<br />

The 1992 sales growth of 50/o has been achieved in very difficult trading conditions<br />

and shows the benefits of having operations in 30 countries worldwide, and an extensjve<br />

and broad-ranging portfolio of national, international and classical artists. Despite the<br />

continuing economic difficulties in Europe, Polycram is looking foruard to further growth<br />

in net sales and income in I 993. The improving economic climate in the United States,<br />

continued progress in the Far East and strong growth from our expansion into filmed<br />

entertainment are the chief reasons for our optimism.<br />

Looking further into the future, we expect filmed entertainment and the new<br />

digital compact cassette, DCC, to make an increasing contribution to sales and profits.<br />

No major acquisitions or major restructurings are anticipated at this time and although<br />

continuing economic uncertainty may require some minor adjustments, this would be<br />

unlikely to materially affect the normal level of capital investment or the total number<br />

of employees.<br />

March 23,1993<br />

The Board of l\4anaqement<br />

Ceographical 5plit<br />

of Employees I992<br />

R0w (s%)<br />

USA&<br />

Total Croup<br />

Equity<br />

Polycran Il


Notes to the<br />

Consolidated<br />

<br />

Note rs. Lot{c"TERlti L|AB[lTtEs<br />

Long-term bank loans<br />

Financial leases<br />

Other long-term debts<br />

Total<br />

<br />

<br />

<br />

,64<br />

l5<br />

55<br />

226<br />

During the year, notes issued as part of the consideration for the ig89 lsland acquisition, classified as other long-term<br />

debts, were paid.<br />

The average interest percentage as per December 31, 1992 amounts to g.6%. Long-term debts as per December 31, 1992<br />

with a lifetime in excess of five years are NLG 49 million (1991:NL6 5l million).<br />

<br />

Payables to banks<br />

Commercial paper<br />

Accounts payable to trade creditors<br />

Accounts payable to non-consolidated cornpanies<br />

lncome taxes payable<br />

Dividend payable<br />

Other debts payable<br />

Accrued licence fees payable<br />

Other accrued expenses<br />

<br />

tt6<br />

49<br />

722<br />

3<br />

,02<br />

,ro<br />

268<br />

944<br />

334<br />

68<br />

592<br />

48<br />

72<br />

r02<br />

25r<br />

924<br />

347<br />

2,6a8 2,404<br />

0n lanuary 15, 1991, Polyoram entered into a multi-currency revolving credit facility agreement with a syndicate of banks.<br />

This is a committed facility expiring January i996 for u5$180 million or its equivalent in other currencies. tncluded in the<br />

amount is a swingline facility of US$40 million which would allow the facility to be used to support a Us commercial<br />

paper programme if that is required in the future. The minimum draw down under the facility is Us$5 million. As at<br />

December 31, 1992, no amount has been drawn down under this facility (1991: nil).<br />

ln December 1991, Polycram reached agreement to arrange a NLG 250 million Dutch commercial paper programme<br />

to provide both an alternative and an additional source of funds to existing uncommitted credit lines. As at December 31,<br />

1992 Nlc 49 million (1991: nil) has been drawn down under this facility.<br />

The Polycram croup has several uncommitted credit lines with banks in a number of countries. The unused portion of<br />

these credit lines was NLC 1,064 million at December 31, 1992 (1991: NLG 944 million).<br />

PdyGnrn [31]


Grla1antee5<br />

Guarantees on behalf of non-consolidated companies and third parties<br />

Guarantees to artists and repertoire owners<br />

<br />

<br />

<br />

<br />

Legal Proceedings<br />

eolcram has extensive international operations, and is subject to a number of legal proceedinqs incidental to these<br />

operations'PolycramdoesnotexpectthattheoUtcomeofcurrentlypendinqproceedingsagainstPolycramWill,either<br />

individually or in the aggregate, have a material adverse effect upon the financial condition of Polycram'<br />

Earn-outs<br />

ln addition to the purchase price of lsland and to the earn-outs provided for (see note l4), amounts are payable to<br />

the vendor based on earnings before taxes of the acquired business for any three consecutive years during 1992<br />

through 1999.<br />

ln addition to the purchase price of A&M and to the earn-outs provided for (see note l4), amounts are payable to the<br />

vendor if earnings before taxes of A&l\4 exceed specified levels during 1993 through 1994 or if certain A&M developing<br />

artists release albums that sell at least one million LP units (long playing vinyl records, cDs or music cassettes) prior to<br />

December 31, 1994.<br />

Othel<br />

During 1992, Polycram acquired 5lo/o of lnterscope communications, lnc. commencing July l, l99z an option has been<br />

granted to the vendors of lnterscope to require Polycram to acquire the outstanding shares of lnterscope<br />

Communications lnc. at a fair market value.


Financial Statements<br />

of PolyGram N'V'<br />

<br />

ASSETS<br />

Non-cwlert finanGial as59t5<br />

Participations (A)<br />

Cwrent asscts<br />

Receivables (B)<br />

<br />

<br />

<br />

<br />

sh.reholdcrs' Equity<br />

share capital, issued and paid (C)<br />

Reserves (D)<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

Net income from particiPations<br />

other income after taxes .<br />

Nat incone


Notes to the<br />

Financial Statements<br />

or PolyGram N.V.<br />

All amountt are expressed in millions of Netherlands quilders unless otherwise stated.<br />

^. PARTICIPATIONS<br />

Participations are included in the balance sheet based on the net asset value in accordance with the aforementioned<br />

policies. Other receivables due from participations and liabilities to participations are accounted for in the respective<br />

asset and liability accounts.<br />

A list of participations, drawn up in accordance with the relevant legal requirements, is available at the Trade Register<br />

office in Amersfoort, The Netherlands.<br />

Balance as ofJanuary l, 1992<br />

Chonges:<br />

Equity in net income<br />

Revaluation<br />

Coodwill<br />

lnve5tments<br />

Transfer to group company<br />

Dividend paid<br />

Transactions in Polycram NV. shares, on balance<br />

Translation differences<br />

Transfer to net deferred tax liabilities (see Note 12)<br />

Balance as of DGCembel 3l,1992<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

Participations<br />

Other<br />

<br />

<br />

<br />

<br />

c. SHARE CAPITAL, ISSUED AND PAID<br />

At December 3 l, 1992 the share capital, issued and paid, amounted to NLG 85 million and consisted of l7O million shares<br />

with a par value of NLC 0.50 per share. Approximately 79% of the shares are held by Philips.<br />

As of December 31, 1992, resulting from the acquisition of A&M in 1990, the sellers of A&M Records lnc. have the<br />

option to purchase 500,000 shares (1991: 1 ,000,000) of Polycram NV. at a price equal to the price to the public of<br />

PolyCram's initial public offering in 1989, being US$16.00 per share.<br />

Since August 1, 1990, the Company has implemented an executive share option plan for senior management. The<br />

movements in the number of share options outstanding can be summarised as follows;<br />

Outstanding as at lanuary I<br />

Granted<br />

Lapsed<br />

Exercised<br />

Outstanding as at Dccenbcr 3l<br />

<br />

<br />

<br />

<br />

<br />

The outstanding options as of December 3'l , 1992 for 2,311,500 shares have been g ranted at a weighted average<br />

subscription price of NLG 35.64 (ranging from NLG 30.70 to NLC 44.05) and unless previously exercised will expire at<br />

various dates between July 3l,lgg6 and April 30, 1998.<br />

lf all the outstanding share options as at December 3l, ig92 were exercised, this would result in an earnings dilution<br />

of NLG 0.02 per share reducinq earnings per share to NLG 2.96.<br />

I3al FdyGnrn


Balances as of lanuary l, 1992<br />

Chqnges:<br />

Distribution of income<br />

Coodwill<br />

Translation differences<br />

Tran5actions in Polycram N.V shares, on balance<br />

Revaluation<br />

Transfer to net defe(ed tax liabilities (see Note 12)<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

Balances as of December 31.1992 <br />

Mainly in connection with the executive share option plan, PolyGram acquired in 1992 1,079,620 shares with a nominal<br />

value of NLG O.50 each for an average price of NLG 46.26, and re-issued 1,103,351 shares with a nominal value of NLc<br />

O.5O each for an average price of NLG 43.72.<br />

As of December 31, 1992 252,671 Polycram N.V. shares are held by the 6roup, the value of which is deducted from<br />

other reserves.<br />

<br />

<br />

<br />

<br />

<br />

Dividend payable<br />

Commercial paper<br />

Other<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

The srpervisory Board<br />

<br />

D.C. Fine, Chairman<br />

<br />

L,PH. Das<br />

<br />

LA. Rutgers


Other information<br />

regarding<br />

PolyGram N.V.<br />

Auditorrs RGport<br />

We have audited the financial statements of Polycram NV., Baarn, for the year lg92, as included on pages 20 to 35<br />

inclusive. We conducted our audit in accordance with generally accepted auditinq standards.<br />

ln our opinion, these financial statements present fairly the financial position of the Company at December 31, 1992,<br />

and the results of its operations for the year then ended and also comply with the other Dutch legal requirements for<br />

financial statements.<br />

Amsterdam, March 23, 1993<br />

KPMG Klynveld<br />

Distributior of lnconre accordirg to the Afticles ofAssociatior of Polycraln N.v. as stipulated in Articles 331 35<br />

and 36.<br />

Upon proposal of the Board of Management, which proposal must be approved by the Supervisory Board, the Ceneral<br />

Meeting of Shareholders of PolyGram Nv. may decide to make distributions in cash or in shares of Polycram Nv.<br />

payable out of the distributable profit of the year, "other reserves" and./or "share premium account" as shown in the<br />

financial statements.<br />

Proposcd Dist.ibution of lnqome<br />

ln view of the stipulation of Article 3 5 of the Articles of Association, it has been proposed that a dividend of N LG ll0<br />

million (NLC 0.65 per share) be paid and the remaining amount of net income of NLG 396 million be added to "Reserves".<br />

Report<br />

of the $upsrvisory Board<br />

of PolyGram N.V.<br />

Polycram NV.'s financial statements for 1992 have been audited by independent public accountants KPMC Klynveld. We<br />

ask you to adopt these statements in accordance with the recommendation of the Board of Management and to accept<br />

the proposal to declare a dividend of NLC 0.65 per share in respect of lgg2.<br />

There are no members of the Supervisory Board retiring in lgg3.<br />

'1992 has been another satisfactory year for Polycram despite difficult trading conditions in many of the major economies.<br />

The Supervisory Board wishes to acknowledge the efforts of PolyGram personnel worldwide whose creativity, skill,<br />

dedication and commitment have made the achievement of these results possible. We would like in particular to express<br />

our appreciation to the President and the other members of Polycram management who have steered the qroup so<br />

successfully in challenging times.<br />

We look forward to continued growth and success in lgg3.<br />

Baarn, March 23, 1993<br />

The 5upervisory Board<br />

.361 FoVGram


Application of Generally<br />

<br />

<br />

The accounting policies followed in the preparation of the consolidated financial statements differ in some respects to<br />

those generally accepted in the United States of America (U5 GAAP).<br />

Those differences which have a material effect on Net lncome and./or 5hareholders' Equity are as follows:<br />

o. Goodwill arising from a difference between the purchase price including contingent consideration and net asset value<br />

of newly acquired companies and participations is accounted for directly in Shareholders'Equity. For US GAAP<br />

purposes, goodwill has been recorded as an asset and is being amortised over 40 years. Under US 6AAP, contingent<br />

consideration is not recognised at the date of acquisition, but instead is recognised as additional goodwill at the date<br />

the contingency is resolved and the additional consideration is payable.<br />

a. lntangible assets are amortised if and to the extent that the present value of the expected income generated by each<br />

category of asset is less than the book value. For US GAAP purposes, catalogues of recorded music are amortised<br />

straight-line over 25 years, and the catalogue of music publishing rights and the catalogue of theatrical rights<br />

straight-line over l5 years.<br />

c. The functional currencies of the hyper-inflation countries are their local currencies. For US CAAP purposes, the<br />

Netherlands guilder should be the functional currency.<br />

d. ln 1991 Polycram purchased from Philips certain CD rnanufacturing facilities (PDO) and valued the assets and<br />

liabilities at fair value on the acquisition date. Further Poly6ram sold its CD-l investments to Philips and recorded a<br />

gain in the statement of income. For US GAAP purposes the purchase of PDO would be recorded using Philips'<br />

historical cost, the difference in the purchase price being treated as an increase in capital. ln addition, under US GAAP<br />

the gain on the sale of our CD-l investments in lggl is recorded as a capital contribution.<br />

The calculation of Net lncome and Shareholders'Equity, substantially in accordance with US GAAP, is as follows:<br />

<br />

Net income as per Congolidated Statcnents of lnconlG of the Polycran Glorp<br />

Adjustnents to leported incomel<br />

a. amortisation of goodwill<br />

b. amortisation of intangible assets<br />

c. remeasurement of financial statements of entities in hyper-inflation countries<br />

d. transactions with Philips<br />

- other<br />

Approximate Nct lncolnc in accoldance with US GAAP<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

Shareholdersr Eqrity as per Consolidatcd Balance Sheets<br />

of the Polycraltl Grorp<br />

<br />

Adiustnents to reported €quityl<br />

a. goodwill<br />

<br />

<br />

b. intangible assets<br />

<br />

d. transactions with Philips<br />

- other <br />

<br />

<br />

<br />

<br />

<br />

<br />

Appioxin.te Shareholders' Eql.ity in accordarre with US GAAP <br />

F,t ycram [37]


Sumnary of Financial<br />

Statements of the PolyGram Croup<br />

tn US Dollars.<br />

lltGone Statenent data<br />

Net sales<br />

Direct costs of sales<br />

Gross income<br />

Selling, general and administrative expenses<br />

lncome from operations<br />

Financial income and expenses<br />

lncome before taxes<br />

lncome taxe5<br />

3,656<br />

(r,935)<br />

,,721<br />

(t,28st<br />

436<br />

(s)<br />

43t<br />

(t2st<br />

lncome after taxes<br />

Net incomc<br />

llet incone pcr share t.65<br />

Balance sheet data (at period cnd)<br />

Totalfixed assets<br />

Tota I current assets<br />

t,o93<br />

t,834<br />

Total assets 2,927<br />

Shareholders'Equity<br />

Other Group Equity<br />

Total Glorp Eqrity<br />

Long-term bank loans<br />

Other long-term provisions and liabilities<br />

Short'term bank loans<br />

Other short-term provisions and liabilities<br />

496<br />

2t2<br />

4<br />

455<br />

64<br />

1,696<br />

<br />

2,927<br />

Total Shareholdels' Eqrity per thare<br />

* Merely for the convenience of the reader, Netherlands guilder amounts have been converted to US Dollars at a rate of<br />

U5$l : NLG 1.81, being the rate which was applied for the conversion of US Dollar amounts in the Consolidated Balance<br />

Sheet as per December 31,1992.<br />

[38] Fbtycram


PolyGram<br />

Ma nagement<br />

ExeGtltive ManagGment<br />

Alain Ldvy<br />

President and Chief Executive Officer<br />

Jan Cook<br />

Executive Vice President and<br />

Chief Financial Officer<br />

Tim Harrold<br />

Executive Vice President, Classical Music<br />

Maurice L. Oberstein<br />

Executive Vice President, Pop Marketinq<br />

Michael Kuhn<br />

5enior Vice President, and<br />

President, Polycram Filmed Entertainrnent<br />

Norman Cheng<br />

President, Far East<br />

Allen Davis<br />

President, Continental Europe<br />

Eric Kronfeld<br />

President and Chief Operating officer,<br />

Polycram Holding, lnc. USA<br />

Corporate officers<br />

Peter Bouwens<br />

5eniorVice President, lnternational<br />

Manufacturinq and Loqistics<br />

Richard Constant<br />

General Counsel<br />

Manolo Diaz<br />

President, Latin America<br />

<strong>David</strong> Hockman<br />

Chief Executive, Music Publishing<br />

<strong>David</strong> Munns<br />

Senior Vice President, Pop Marketing<br />

Peter Matthews<br />

Vice President F&A,<br />

Regional Operations<br />

Donald Miller,Jones<br />

Vice President, Treasury and<br />

lnvestor Relations<br />

Anthony Preedy<br />

Vice President, Personnel<br />

William Feeny<br />

Corporate Controller<br />

Hans Govers<br />

Tax Director, Corporate<br />

6eoff Lawlan<br />

Tax Director, Regional Operations<br />

Operational ManagGnGrt<br />

Alain Ldvy<br />

President and Chief Executive officer,<br />

Polycram Holding, lnc. USA<br />

Chris Blackwell<br />

Chief Executive Officer, lsland Records<br />

Jerry Moss<br />

Chairman, A&M Records<br />

Herb Alpert<br />

Vice Chairman, A&M Records<br />

Roger Ames<br />

Chairman and Chief Executive Officer,<br />

Polycram UK Ltd., UK<br />

Wolf D. Gramatke<br />

President and Chief Executive Officer,<br />

Polycram CmbH, Germany<br />

Dr. Johannes H. Kinzl<br />

President, Philips Classics Productions,<br />

The Netherlands<br />

Roland Kommerell<br />

President, Decca lnternational, UK<br />

Terumi Mizuta<br />

President, PolyGram K.K. and<br />

Chairman, Polydor K.K., lapan<br />

Cilles Paire<br />

Chief Executive Officer, Polycram S.A.,<br />

France<br />

Gianfranco Rebulla<br />

President, Deutsche Grammophon GmbH,<br />

Germany<br />

Stewart Till<br />

President, lnternational Division,<br />

PolyGram Filmed Entertainment<br />

Board of Management, Polycran ll.V.<br />

Alain L6vy, President<br />

lan Cook, Executive Vice President<br />

Chris Blackwell<br />

Dr. Wolfgang Hix<br />

Jerry Moss<br />

Robert A.E. Stuyt<br />

Supervisory Board, Polycraln tl,V.<br />

<strong>David</strong> G. Fine<br />

Cha irma n<br />

Lourens P.H. Das<br />

Senior Director, Corporate Office Mergers<br />

& Acquisitions, Philips lnternational Bv.<br />

Johan A. Rutgers<br />

Ceneral Secretary, Philips Electronics NV.<br />

Responsibility for the management of<br />

PolyCram is with the Board of<br />

Management; it is accountable to the<br />

5upervisory Board and the shareholders.<br />

Fblycram [3 9]


The Netherlands<br />

Polycram NV.<br />

PolyCram lnternational Holding BV.<br />

Polycram lnternational Music BV<br />

PolyCram Record Service B.V.<br />

PolyCram Nederland Bv.<br />

Phonogram B.V.<br />

Polydor B.V.<br />

Wisseloord Studio's B.V.<br />

Manifesto Film Sales BV.<br />

Polycram Film Productions B.V.<br />

Europe excluding thG N€therlands<br />

Austtio<br />

Polycram Ges.m.b. H.<br />

Belgiun<br />

PolyCram Records 5.A.<br />

Dennotk<br />

PolyCram Records A./S<br />

PolyCram Finland Oy<br />

Ftonce<br />

Polycram S.A.<br />

Polycram Manufacturing & Distribution<br />

Centres S.A.<br />

lsland Entertainment 6roup S.A.<br />

PolyCram f\4 usic S.A.R.L.<br />

D.l.A.L. - Diffusion lnternationale d'Arts et<br />

Loisirs S.A.<br />

Pan Europ6enne Diffusion<br />

Cin6matographique S.A................... 350/o<br />

Germony<br />

PolyGram GmbH<br />

Deutsche Crammophon CmbH<br />

Phonogram CrnbH<br />

Polydor CmbH<br />

Metronome Musik CmbH<br />

Polycram Songs Musikverlag GmbH<br />

Karussell l\,4usik & Video 6mbH<br />

Polycrarn Manufacturing & Distribution<br />

Centres 6mbH<br />

Polycram Filmproduktion CmbH<br />

Crcece<br />

Polycram Records 5.A.<br />

Polycram Records Ltd.<br />

Itoly<br />

Polycram ltaha 5.r.1.<br />

Luxembourg<br />

Polycram Luxembourg Finance S.A<br />

Polycram Records A/S<br />

Pottugol<br />

PolyGram Discos 5.A.<br />

spoin<br />

PolyGram lberica 5.A.<br />

sweden<br />

Polycram AB<br />

Sweden Music Fdrlaqs AB<br />

Sonet Grammofon AB<br />

Switze and<br />

Polycram Records AG<br />

United Kingdon<br />

Polycram (UK) Holdings Plc<br />

PolyCram Leisure Ltd.<br />

Polycram UK Ltd.<br />

PolyGram lnternational Ltd.<br />

PolyCram lnternational Music<br />

Publishing Ltd.<br />

lsland Entertainment Croup Ltd.<br />

Phonogram Ltd.<br />

Polydor Ltd.<br />

PolyCram Record Operations Ltd.<br />

A&M Records Ltd.<br />

Britannia Music Company Ltd.<br />

FFRR Records 1td................ ................... 490/o<br />

The Decca Record Company Ltd.<br />

PolyCram Video lnternational Ltd.<br />

Dick James Music Ltd.<br />

PolyGram Video ltd.<br />

Really Useful Holdings 1td..................... 3 00/o<br />

Working Title Films Ltd.<br />

l{orth Alnctica<br />

canoda<br />

Poly6ram Group Canada lnc.<br />

lsland Records of Canada Ltd.<br />

United Stotes ofAneica<br />

Polycram Holding, lnc.<br />

Polycram Records, lnc.<br />

Polycram Group Distribution, lnc.<br />

lsland Entertainment Croup, ln c.<br />

Poly6ram lnternational Publishing, ln c.<br />

A&M Records, lnc.<br />

Propaganda Films, lnc.<br />

Metropolitan Entertainment Co., lnc.... 400,6<br />

lnterscope Communications, lnc .<br />

5l0/o<br />

PolyGram Manufacturing & Distribution<br />

Centres, lnc.<br />

PolyCram Filmed Entertainment<br />

Distribution, lnc.<br />

Polycram l\,4ovie Distribution, lnc.<br />

PolyGram Filmed Entertainment<br />

Productions, lnc.<br />

tatin Alttcrica<br />

Aryentinq<br />

Polycram Discos 5.A.<br />

Btozil<br />

Poly6ram do Brasil Ltda.<br />

Fonobras - Distribuidora Fonografica<br />

Brasileira ltda .................................. 500/6<br />

Chile<br />

Polycram Discos Limitada<br />

Mexico<br />

PolyCram Discos 5.A.de Cv.<br />

Asia<br />

Hong Kong<br />

Poly6ram Records Ltd.<br />

Polycram Musi€ Publishing Hong Kong Ltd.<br />

Jqpon<br />

Polycram K.K.<br />

Polydor K.K........................................... 89.60lo<br />

Nippon Phonogram co., Ltd.<br />

Moloysiq<br />

Polycram Records 5dn. Bhd.<br />

Singopote<br />

PolyCram Records Private Ltd.<br />

South Koteo<br />

PolyCram Records 11d. ........................... 600/o<br />

Toiwqn<br />

PolyCram Records Ltd.<br />

Decca Records Ta iwa n 1td........................600/o<br />

Aritralia and Ncw zealand<br />

Austtolia<br />

PolyGram Pty. Ltd.<br />

PolyCram Music Publishing<br />

Australia Pty. Ltd.<br />

New Zeqlond<br />

Polycram Leisure Ltd.


Anru.l Meeting<br />

The Annual General Meeting of Polyoram NV. will be held at the 6rand Hotel Krasnapolsky, Dam 9, Amsterdam, The Netherlands<br />

on Wednesday, April 28, I993 starting at 2.30 p.m.<br />

SharsholdGr hforn.tion<br />

Shareholders needing inforrnation relating to their shareholdings in Polycram N.V. should contact the Shareholder lnfo.mation<br />

Department, Poly6ram NV., Gerrit van der Veenlaan 4, 3743 DN Baarn,Ihe Netherlands. Shareholders who purchased shates<br />

on the New York Stock Exchange may contact the Company's US Transfer Agent and Reqistrar, Citibank, N.A., Equity<br />

Administration Department,1ll Wall Street, NewYork, NY 10043.Tel: (212) 657 7626 or (800) 422 2066.<br />

lnYrstor lnfornation<br />

Investors desiring further info.mation about Polycram should contact the Corporate lnvestor Relations Department at:<br />

Polycram lnternational Ltd.<br />

30 Berkeley Square<br />

London WX 5HA<br />

England<br />

(07r)493 8800<br />

<br />

<br />

<br />

<br />

<br />

<br />

The beginnings of Polycram can be traced back nearly a century to 1898 and the founding of Deut5che Gr.nrnoPhon<br />

Glsellschrft, one of the world's pre-eminent classical music labels. ln the 95 years since then, thousands of renowned popular<br />

and classical artists have recorded on the labels that today constitute the Polycram 6roup<br />

polycram itself began operations in 1962 as a joint venture between .V. Philips'Gloeil.nP€nfabricken (now Philips<br />

Elcctronics lt.V.) and Sisnans AG. Under the joint venture, Siemens assigned to Philips 50% of its subsidiary Dcutschc<br />

cr.nnophon Gesellschaft, in return for 50% of Philips Pltonographiichc lndlstrie, a subsidiary of Philips founded<br />

in 1950.<br />

The subsidiaries were reorganised in 1972 as Polycram, and in transactions in 1985 and l98Z Philips purchased Siemens'50%<br />

interest. ln December 1989, Polycram N.V. became a public company when Philips sold approximately l6% of its interest and<br />

Polycram offered newly issued shares in an initial public offering.<br />

Today, polycram is one of the three largest recorded music producers and publishers worldwide and in addition to its founding<br />

company Deutsche Crammophon, its world famous labels include Mercury, Polydor, Vertigo, Fontana, A&M, lsland and Verve for<br />

popular music and Dec.a/London and Philips Classics for classical music.<br />

poly6ram's principal activity is the creation, acquisition and production of recorded music which it markets and distributes in the<br />

form of compact discs, albums, music cassettes, digital compaqt cassettes, video tapes and laser discs through its network of<br />

subsidiaries in 30 countries and through licensees elsewhere worldwide<br />

fp<br />

rnis aocument las t€en printed on envilonmentally fri€ndly papel.<br />

Designed by stocks Austin sice; Typesetting by wordwork plc; colour separations and printiflg by chevalier - Holland.

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