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<strong>Annual</strong> <strong>Report</strong> <strong>1998</strong><br />

EMI purchases remaining 50%<br />

Gar$ Brooks' Ser.ens debus in<br />

fie US widr 897,000 units, a<br />

of LA-based urban label<br />

Priority Records.<br />

record opening Y\€ek for a<br />

country a6 and sells 1.5 million<br />

uniB in its first two u/eeks.<br />

YannilTV special, featuring live<br />

performances of his Tribute tcur<br />

at the Taj Mahal and Forbidden<br />

Cny, debuts on USTV<br />

Spiceworld, the second album<br />

by the Spice Girls and Seyens<br />

by Ganh Brook released -<br />

both top the UK and US<br />

charu respectively.<br />

Acquisition of 50% interest<br />

in Jobete music publishing<br />

catalogues containint<br />

classic Motown son8s.<br />

<br />

Roberto Alagna and Angela<br />

Gheorghiu win record of<br />

the year and best opera for<br />

their EMI recording of<br />

Puccini's Lo Rondine at the<br />

UK Gramophone awards.


Highlights of theyear<br />

I ChairTruni slalenenl<br />

6 OperaiinE md fimcial review<br />

21 Corponre Sovemanc€<br />

2t Renunenrion Commitee r€port<br />

32 Staremenl oi Direcrors responsililiries<br />

Finan


Chairman's statement<br />

Dear Shareholder,<br />

I hi\ has been anorher er en tlul lear lor the L\ll (;l()up. lt r!a: ottc o1 gre.tt c hange and<br />

exc(,ll('nr prosress. \\i'dclivtrcd a good pcrloruance achier ed narkcl sliare .qrorvth<br />

in dillicult markcl .on(lirions,'lnd Iook nan)'posilive steps lo strcngthen the long ternl<br />

posirion of the Compan,v Setttrg aside the in.rP,tcl ol curlenc)'. both (lrouP lurno!cr<br />

ol L l.5 86. I million ,r nd opcrating profi t ol f.408.5 milljon increast'd bv 5 .8"1' ar\d 2.3"/,<br />

respccrir,ell',inaglobal music narket lhnl Sft'\\'oth 3.2%.OLlr(onlinLlinEcorfidence<br />

in lhe luture prospr( ls o' our business is tellcr rtd in the 6.1% int lease in the firll rr'.rr<br />

diviclend to 16.0p.<br />

Evcr),one in thc rrusi[ industry \r.]\ nllected b1'thc rre.tkncss in laPan and<br />

Sourh [asr AsL]. and L Nl l $'as no exception. I lowcver. tol the Inost part, rve had a r"er1'<br />

.qood ) car in rhe rest ol the rr orld. perhaps better than mosL O\1'rall. \1'e increased olrr<br />

$ orld marker sh,irc lrorn 1.1.3% Io I 4.8% Icinforcins our po:itton as the ir orld s lhid<br />

largest music cotnl),rt)t<br />

I am panicularli, pleascd u'iLh our pct lormance in Notth ,\merica n'here n t' gained<br />

marker sharc ancl rl^'ed irom being nLlnber six jn the marl(el lo lumbel [our. \{ilh Ihe<br />

exception ol Gerorar)\: our European bLisinesses deliverecl grxrd results, maitlta tn illl , ,r t<br />

overallposirlonasrhenumberlttonrLtsiccomPan) inFuroPe \\ I gaincd sh.lrt'. ,t nd lilther<br />

srrengrhcncd our nunber ore position in Ihe UK. desPjlc it small deciine in thc n,lrkt't<br />

In Francc. \\,c increased markel sharc clue ro lhe strensth ol our local rePertoirc. our snall<br />

bul .erorving businesses in [,rslern Ittrope also tutned itt cxccllent resu]ts. In L,llir America,


Chainnan's statement continued<br />

From left to righc Now JB<br />

compiladon, Pa!l Mccaftney,<br />

'Brir' award. Maria Callas,<br />

Joe Cockei Vanessa l"1ae,<br />

Blur, Thalia, Marcy PlaySround.<br />

Jetr Chang (top) and E la Saila<br />

Sola (below), show the rich<br />

d versity ol interna! onal talent<br />

across al musical Senres n<br />

ElYl Recorded Music.<br />

EMI started to see srrong Sains in sales and profits, particularly in Mexico. ArSentina and<br />

Chile. We also continued ro build our local roster and expand into new markets such as<br />

Bolivia. Ecuador, Paraguay. Peru and UruSuay.<br />

On the creative side, r.l'e have had one of our most successful years ever 32 releases<br />

sold in excess of one million units: seven of rhose albums sold over Ihree milliot units.<br />

Most encouratinS is the number of million-sellint arrisrs \\,ho are eirher new developing<br />

or newly signed to EMI rhis year; arrisrs such as Meredith Brooks. Robbie U/illiams, Foo<br />

Fighters and Dreams Come lrue, to name onl)/ a few The Verue. for example. have risen to<br />

being superstars in ayearwith the release o'i Urban Hymns a res(imony ro their ralenr and<br />

the abiliries of our A&R and inlernational marketing reams.<br />

Our aim is ro become the world's leadint music compaly and our busine\s srraregjes<br />

<br />

<br />

<br />

<br />

t<br />

support rhis objective. Ir is the inrenrion oI rhe Board and the nanagemeot team<br />

conlinually to improve our global business operarjons and to seek efficiencies to drive<br />

down our cost base.<br />

In May 1997, we announced a resrructuring ofour North American business, led by<br />

Ken Berry Chief Execurive Officer of EMI Recorded Music. Nor only have we made grear<br />

slrides in market share, but we have done so al rhe same rime as significanrly reducing our


cost basc. Throush out resuuclLrrins, \\'e ha\ie reached our tar.qeted cosl 5n! itl8s ,lncl cleated<br />

a srroil3cr. nore llexible orE,rrisatior in lhe process.<br />

1he reorganisarion ol oLr Japanese business is proceeclil.< n cll n ith a ncrt<br />

teneratjon ol leadership nor'v in platr. A nunbcr of important 5teps \\'ere takt'n in the<br />

)'ear. Thc new managemenl l0(lm h.rs st.rrted to restruclutc thc companv lo it1( r( .1\(<br />

its market orlentation, palliculnrh in Inusic selection and ma rketins. A& R tea rn5 h,l! ('<br />

been rer.iralised. lhe rosler h.rs bcen reduced and energv i5 bcjnS Iocused on tho;i' artists<br />

rr rrl^ rneFrearcrl polenr.dllur '..,, ' \.<br />

In Europe, \\'e completecl reorganisations in E-\11 Electrola in German) and<br />

1n E\11 Classics in the L K and r\ e conr inued to bulld upon our sllon.q prcscncc<br />

throushour rhe major markcls. Onr ol lhc mosr inlportant issues lacing Etr/il in Iurop('.<br />

1r<br />

-<br />

ho!\,evcr. is lhe impacr ol corvertitg markets as a result ol the intlodu( lion ol lhc Euro.<br />

Our response is to build ,ln inlr.islruature which will realise the econonics ol s(.tl('<br />

allorded by a single. iltegrated m.rtketpLace \,vhile ensurin.-c that \,\'e conlinut ('llc( liVel\ lo<br />

serve local music needs.<br />

Our manulacrurinS is :lalc ol lhc-arl in all mark..ts. but r'r-c continued lo push ottr<br />

planrs ro lou'er their costs cr,cn ltrrthcr Continuous improvemcnt in our dislribulion


capabiliries and further procurement savings also remained an area of focus during the year.<br />

suGcesses<br />

1997 Billboard Music Awards:<br />

EMI Music Publishing<br />

Pop Publisher of the year.<br />

R&B Publisher of the yean<br />

Country Publisher of the year.<br />

Rap single of the year - Ill be<br />

missing you Puff Doddy.<br />

Rap artist of the y€ar-<br />

Puff Daddy.<br />

<strong>1998</strong> Brit Awards:<br />

EMI Recorded Music<br />

gest British Group - fhe Yerve.<br />

Eest British Album by a British<br />

High€st-sellinS British album<br />

acr worldwide SPrce 6irls.<br />

EMI Music PublishinS<br />

Best British Male Solo Artist<br />

Finley Quoye.<br />

Best Brhish Dance Act -<br />

The ProdiEt.<br />

4oth <strong>Annual</strong> Grammy Awards:<br />

EMI Music Publishint received over<br />

100 nominations coverinS every<br />

musical genre. EMI l'1usic<br />

Publishint won 20 Grammys<br />

and ElYl Recorded Music v/on L<br />

ASCAP Awards:<br />

EMI Music Publishing<br />

1997 Pop Publisher of the year,<br />

Rhythm and Soul Publisher of<br />

the year plus tour individual<br />

awards for EMI songwriters.<br />

1997 Gramophone Awards:<br />

EMI R€corded Music<br />

Best opera - Rob€rto AlaSna and<br />

AnSela GheorShiu! Lo Rondine.<br />

Record of the year Roberto<br />

Alagna and Angela Gheorghius<br />

Best Concerto Recording -<br />

Sir Simon Rattl€ with fhomos<br />

Zehetnair.<br />

Several key acquisitions were complered in 199798. In luly, we announced the<br />

purchase of a 50% interest in the highly prized lobete music publishinS cataloSues.<br />

Containint all the classic sonts from the Motolr.r era, the acquisition fufiher reinforces EMI<br />

Music PublishinSs position as the world's number one music publisher In March <strong>1998</strong>, EMI<br />

Recorded Music announced the completion of the acquisition of Priority Records, one of the<br />

largest remaininS independent US record labels in the growing urban/rap 6enre.<br />

Also in March, we announced the substantial completion of the sale of the HMV<br />

Croup to a new retailinS venrure, combining HMV, Dillons and waterstones in a single<br />

enterpdse called HMV Media Croup, for up ro €50O million. The Croup retained an initial<br />

investment of €87.5 million, which tave us a 45.2% interest in the new compaly at<br />

31 March <strong>1998</strong>. The transacrion broughl together rllree leading specialist retailers with<br />

cornmon operating characteristics and strengths. h enabled EMI to realise a cash value<br />

for rhe HMV Group as well as providin8 it with the opportuniry to participate in the<br />

future performance of rhe HMV Media Croup. The divestment of HMV Group also enabled<br />

us ro reduce indebtedness and released capital for continued investment in our global<br />

music business-<br />

The sale of the HMV Croup is the culmination of a se es of steps begun in the<br />

mid'1980s ro enalle us to concentate on businesses which own and exploit the rights to<br />

world-class intellectual properry and creative assets. We are now focused purely on music<br />

recordlng and music publishing, We have a simpler, more music focused manaSement<br />

structure and a mole efficient orSanisation upon which to pursue our aim of becomilg the<br />

world's leading music company.<br />

Upon the sale of the HMV Croup, Stuart McAllister, Chief Executive, resi8ned from<br />

the EMI Croup Board to join rhe Board of HMV Media croup. Stuafl had been Chief<br />

Executive of HMV Group for over ten years and oversaw its transition from a UK based<br />

music retailer to the largest inlenational specialist retailer in the world.<br />

Accordingly, I would like to thank Stuart for his guiding role and to wish him ard<br />

HMV Media Croup (onrinued success.<br />

Shordy after year end, in April <strong>1998</strong>, Iim Fifield resigned as President and CEo of<br />

EMI Music ard as a Direcror of EMI Group plc, after ten years with the Group during<br />

which time EMI grew hom being lhe world's fifth largest music company to number three.<br />

I would like ro thank Jim for the pivotal role he has played in positioninS EMI as one<br />

of the leading and mosr respected rnusic companies in the world and to wish him every<br />

success in the furure.<br />

Also in April, Ken Berry chief Executive officer of EMI Recorded Music, and Marrin<br />

Bandier, Chief Executive officer of IMI Music Publishing, were appointed to the EMI Group<br />

Board as Executive Directors. Ken and Marry have over fifty years' experience in the music<br />

indusrry berween them and rheir operational experience will be invaluable to the Board s<br />

deliberations and the continued stewardship of the IMI Group.<br />

At the same rime, Simon Duffy was appointed Joint Deputy Chairman. Simon has been<br />

Croup Finance Director since 1992 andwill continue in that role in addition to his new<br />

duties as loint Depury Chairman. I am delighted the Board has acknowledged his imponanr<br />

contribution to the company in this way.


I would also like to welcome Kathleen o'Donovan and Sir Dominic Cadbury to the<br />

Board as Non-executive Directors. Both have a wealth of business experience and their<br />

skills will complement those of our existing Non-executive Directors.<br />

Sir Graham Day has indicated his wish to retire from the Board following the AGM<br />

this year Graham has been a Non-executive Director with THORN EMI and EMI since 1990<br />

and we will rniss his wise counsel and tremendous business experience.<br />

Nothing we have achieved throughout the year would have been possible without the<br />

comrnitmenr of oul employees. In addition to the ortanisadonal changes to which they have<br />

had ro adjusr, EMI has also been the subject of often very speculative and misleading<br />

comment and media coverage. Throughout this potentially destabilising time, our<br />

employees uound the world continued ro focus on building the business. on your behalf<br />

I would like to thank them for their undeterred enthusiasm and loyalry to EMI.<br />

EMI remains confident about the prospects for the music industry. we continue lo<br />

invest in those businesses and genres which offer the greatesr growth potential. The quality<br />

of our manatemen! teart the inftinsic value of our recorded music and music PublishinS<br />

copyrights and our powerful posilion in both emer8ing ard developed markets will enable<br />

us to exploit opportunities successfully for developing shareholder value against a<br />

background of industry change.<br />

EMI has the riSht manaSement tearn, the right stntegy and the financial strength to be<br />

a vigorous and successful compedtor in the music industry. we look forward to a great<br />

future as an independent force in music.<br />

SirColin Southgate<br />

Chairman


Operating and financial review<br />

REVIEW OF COMMERCIAL PERFORMANCE<br />

EMI R€corded Music<br />

In unit terms. album sales were up nearly 3%. wirh growth in CD sales offsettint a decline<br />

as ever<br />

5pjce<br />

.Best sellinS US album last<br />

year,5.lm units sold.<br />

. Second biSSest-selling debut<br />

album in US by a UK acr.<br />

.The groupl frrst six sinSles<br />

went to No.l in UK charts.<br />

.tirst act since 1989 to have<br />

two of UKI top frve selling<br />

albums in any one y€ar (1997).<br />

.Album sales to date. 3lm<br />

and rising.<br />

in music casselle sales. In total, CDs now represenr nearly 82% of total a]bum sales.<br />

199798 was a goodyear for EMI Recorded Music, continuing our track record of<br />

arlislic success and skill in the marketing of new ralent. 'Superstar' releases, including those<br />

from Ihe Spice Cirls, Carth Brooks. Janet Jackson and The Rolling Stones. achieved Srear<br />

commercial success. Additionally, Recorded Music beneflted from important breakthrough<br />

albums by The Verve, Meredith Brooks. Radiohead and Marcy Playground. Albums from<br />

successful recent sitnings included those from Yanni. Dreams Come True and Robbie<br />

Williams. In addilion, EMIs compilation series Nou and Brauo continued ro sell well wirh<br />

lhe Nor, series on its 38th volume ard Brduo on irs l9rh. In rotal. 32 releases sold more rhan<br />

one million units, compared to 25 last year.<br />

Despite the small decline in the UK wholesale market, EMI retained its number one<br />

position with a strong increase in market share. The Verve. the Spice cirls, Radiohead.<br />

Eternal, Robbie Williams and continued stront sales ftom EMI and Virgins NoD and Besr<br />

Eurr.... compilation series were norable contribulors to this success.<br />

The music markets ofContinental Europe generally showed improvement over last year<br />

One of the stronsest markers was France, which recovered from a p or year deficit<br />

lo grow in excess of 8%. EMI tained market share in France, largely on the strength of its<br />

local repertoire. including Daf[ Punk, 2 Be 3, Julian Clerc and I AM.<br />

EMI's pedormance in Germany was disappointing. Allhough EMI and VirSin had<br />

Sreat success with inrernational acts such as Chumbawamba, a relatively weak local release<br />

schedule resulted in a loss of marker share.<br />

The emerging markets of Eastern Europe conrinued thet strong growth, helpinS<br />

Europe overall achieve an increase of over 4%. IMI maintained irs marker leading posirion<br />

in Eastem Europe and number two position in Europe overall.<br />

Garth Brooks 67m units<br />

fastest-selling album artist in tlS historygilyJoel<br />

59m unirs<br />

EaSles 6lm units


Operating and financial review<br />

REVIEW OF COMMERCIAL PERFORMANCE<br />

EMI R€corded Music<br />

In unit terms. album sales were up nearly 3%. wirh growth in CD sales offsettint a decline<br />

as ever<br />

5pjce<br />

.Best sellinS US album last<br />

year,5.lm units sold.<br />

. Second biSSest-selling debut<br />

album in US by a UK acr.<br />

.The groupl frrst six sinSles<br />

went to No.l in UK charts.<br />

.tirst act since 1989 to have<br />

two of UKI top frve selling<br />

albums in any one y€ar (1997).<br />

.Album sales to date. 3lm<br />

and rising.<br />

in music casselle sales. In total, CDs now represenr nearly 82% of total a]bum sales.<br />

199798 was a goodyear for EMI Recorded Music, continuing our track record of<br />

arlislic success and skill in the marketing of new ralent. 'Superstar' releases, including those<br />

from Ihe Spice Cirls, Carth Brooks. Janet Jackson and The Rolling Stones. achieved Srear<br />

commercial success. Additionally, Recorded Music beneflted from important breakthrough<br />

albums by The Verve, Meredith Brooks. Radiohead and Marcy Playground. Albums from<br />

successful recent sitnings included those from Yanni. Dreams Come True and Robbie<br />

Williams. In addilion, EMIs compilation series Nou and Brauo continued ro sell well wirh<br />

lhe Nor, series on its 38th volume ard Brduo on irs l9rh. In rotal. 32 releases sold more rhan<br />

one million units, compared to 25 last year.<br />

Despite the small decline in the UK wholesale market, EMI retained its number one<br />

position with a strong increase in market share. The Verve. the Spice cirls, Radiohead.<br />

Eternal, Robbie Williams and continued stront sales ftom EMI and Virgins NoD and Besr<br />

Eurr.... compilation series were norable contribulors to this success.<br />

The music markets ofContinental Europe generally showed improvement over last year<br />

One of the stronsest markers was France, which recovered from a p or year deficit<br />

lo grow in excess of 8%. EMI tained market share in France, largely on the strength of its<br />

local repertoire. including Daf[ Punk, 2 Be 3, Julian Clerc and I AM.<br />

EMI's pedormance in Germany was disappointing. Allhough EMI and VirSin had<br />

Sreat success with inrernational acts such as Chumbawamba, a relatively weak local release<br />

schedule resulted in a loss of marker share.<br />

The emerging markets of Eastern Europe conrinued thet strong growth, helpinS<br />

Europe overall achieve an increase of over 4%. IMI maintained irs marker leading posirion<br />

in Eastem Europe and number two position in Europe overall.<br />

Garth Brooks 67m units<br />

fastest-selling album artist in tlS historygilyJoel<br />

59m unirs<br />

EaSles 6lm units


IMI made several keyacquisirions of local reperroire. In Brazil, the successlul<br />

Op€rating and finaDcial Eview continued<br />

The US lvholesale marke<br />

as measured by rerai, ,r,"r, ,"nt<br />

t'"* uoour 1% durinS the year aithough consumer demand,<br />

During lhe /ear Racorded<br />

Music completed rhe<br />

acquisjrion of priorit/<br />

Records ro gjve Efll a leadrng<br />

posjrion in rhe growing<br />

urban/rip 8enre. Below,<br />

Wesrstde Co/rnecriof, one of<br />

Prioriry s platinum.selling acrs.<br />

overall, the marker con,rnu"O ,rarn.O<br />

r,.ong. growing at 5.5% according ro sotndsrdn.<br />

rarionalisarion occurred. :o show signs of slabilisa rion as retail reorganisa rion and<br />

Through a srrong release s<br />

Spiccwasrhebiggesr,urtn,u,o,tn"o''"'MIaSSressiveiySrewmarketshareintheUS.<br />

5 million unirs sold. wh,," our,,]l<br />

tn.tu'"noar 1997 accordint to s'rndsrcn, wilh over<br />

utoout s/u?ns came in<br />

successfur at number releases<br />

four orher cun-," highly<br />

,ao,n ,u' Yanni' The<br />

compilation<br />

RollinB stones album.<br />

and the<br />

Et,<br />

I'ure Mods<br />

o",n"t'utoton<br />

",ro<br />

incrudins Masrer r M,"" r;-,;i,ff:Havrcry successrul vear with prioriry arrisrs<br />

The economic weakness ar<br />

music marker. Airhough rMr harl<br />

rtainty in IaPan conlinued to depress rhe local<br />

Dreams come rrue BJ;;;;l; ;:i::]: ;:TillJ::J":::l:T::::Tl<br />

maintained our numier three position in the market.<br />

Music malkers in Sourh Easl<br />

region, rhe hardesr hir being rhe m<br />

uffered in line with the economic woes in rhe<br />

condirions EMI main,",n"O n]urk.arO.,,<br />

of Sourh Korea and Thailand. Despile rhe difncuh<br />

lhe spice Girls, Michu"t ,".rn, ,o ot<br />

tnjtt in the retion lnlemalional successes came from<br />

trom Faye wong and an"", an," ,Jil<br />

d vanessa Mae' while local successes came<br />

In conrast, rhe Latin Ame c;<br />

to experience hith growrh. rut cort sic market' led by Brazil and Mexico, continued<br />

Panicdariy stront gu,n, ,n ,",", .n,tounies<br />

jn Mexico' Argentina and chiie made<br />

included rhe spice Girls, Backsrreer<br />

rs The reSion's maior international seilers<br />

the Rolling<br />

to.ut ,u.."rr., srones and Yanni.<br />

.orin6;;, ar,.r,,i"tt<br />

wirh srrong<br />

as. legiao<br />

and Exajrasamba<br />

Urbana. tos fu(anes de Tjiudna<br />

IMI gained market share in N€<br />

where major inrernar';;;;;;,;::,tealand and south Arrica durins the<br />

.,rded vear<br />

rhe Sprce Cirls,<br />

and Meredirh Brookr.<br />

laner lackson. Radiohead<br />

Overall, EMI Recorded Music ir<br />

reinlorcing irs posiri"".;,;";;;;ttttased its market share ftom143%tot4.8%,<br />

third largesl music companla<br />

Strategic acquisitions _ Recorded Musir<br />

During rhe year, EMI Recorded Mult't tade several srrategic<br />

its iont investments rerm position.<br />

to srrengthen<br />

In rhe US. ir ar quired rhe rem.<br />

in rhe growing urbaa'7ra;;.;,;1'"'* 50% orPrioriry Records, a leading iaber<br />

Virsin Record: Amer;"r.;;;;;<br />

^:1T-t.acqurred<br />

rhe jniridl 50% in rhe prjor vear<br />

and disrribution comp.ni-'-"'" "otuou Media a leadint rndependent New Age" laber<br />

The combinarioa of Naracla.s ar<br />

::i:lsrincrudinsyan",;".*;;;;;*;T"'ffiT:::;::::*:.i::il,,Xl*"<br />

pre5ence and new djsrrjburion oppor<br />

also acquired wesrwo"na.,n""riJ*lll'ies in rhis trowirt tenre virEirr Records Anerica<br />

one of the iargesr<br />

companies direct response<br />

in the world.<br />

music marketinE


Bravo l9 comp lar on<br />

Million sellerc (tucalyear 97198)<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

Spice Girls<br />

levens<br />

Urban Hymns<br />

Janet lackson Ihe Velvet Rope <br />

The Rolling Stones Bridges to Babylon 3.5+ million<br />

0l{ Computer<br />

Yanni<br />

<br />

Spice Girls Spiceworld ll million<br />

Garth Brooks<br />

The Verve<br />

Meredith aro9tl l]uryq tle tjggs<br />

Backstreet Boys Backstreet! Back<br />

Foo Fighters<br />

Eternal<br />

Compilation<br />

John Lennon<br />

Boowy<br />

<br />

Greatest Hits<br />

Bravo l9<br />

<br />

<br />

Various Artists Pure lloods<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

Spice Girls 5pice Girls Video <br />

| 3 Paul McCartney tlaming Pie<br />

l4 Compilation<br />

Ihe Colour & the Shape 1.5+ million<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

€ompilation <br />

€hemical Brothers Dig your own hole<br />

<br />

<br />

22 Soundtrack Romeo and Juliet vol I l+ million<br />

23 Joe Cocker Across from I'lidnight l+ mrllion<br />

<br />

<br />

<br />

<br />

<br />

€ompilation <br />

Dreams Come True Sing or Die<br />

26 Marcy Playground llarcy Playground<br />

27 Megadeth Cryptir Writings<br />

<br />

<br />

Compilation<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

3l Queen<br />

Rock Compilation <br />

32 Compilation


Bravo l9 comp lar on<br />

Million sellerc (tucalyear 97198)<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

Spice Girls<br />

levens<br />

Urban Hymns<br />

Janet lackson Ihe Velvet Rope <br />

The Rolling Stones Bridges to Babylon 3.5+ million<br />

0l{ Computer<br />

Yanni<br />

<br />

Spice Girls Spiceworld ll million<br />

Garth Brooks<br />

The Verve<br />

Meredith aro9tl l]uryq tle tjggs<br />

Backstreet Boys Backstreet! Back<br />

Foo Fighters<br />

Eternal<br />

Compilation<br />

John Lennon<br />

Boowy<br />

<br />

Greatest Hits<br />

Bravo l9<br />

<br />

<br />

Various Artists Pure lloods<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

Spice Girls 5pice Girls Video <br />

| 3 Paul McCartney tlaming Pie<br />

l4 Compilation<br />

Ihe Colour & the Shape 1.5+ million<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

€ompilation <br />

€hemical Brothers Dig your own hole<br />

<br />

<br />

22 Soundtrack Romeo and Juliet vol I l+ million<br />

23 Joe Cocker Across from I'lidnight l+ mrllion<br />

<br />

<br />

<br />

<br />

<br />

€ompilation <br />

Dreams Come True Sing or Die<br />

26 Marcy Playground llarcy Playground<br />

27 Megadeth Cryptir Writings<br />

<br />

<br />

Compilation<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

3l Queen<br />

Rock Compilation <br />

32 Compilation


operating and fnancial review aontinued<br />

Copacabana catalogue was acquired Siving EMI the worldwide riShts to 4.300 master<br />

recordings encompassing a rante of geffes, including 5amba, Sertaneja and retional music.<br />

ln Europe. IMI acquired l0O% of CMC Records. a Danish record company specialising<br />

in local pop/dance repertoire. EMI also acquired an addirional 30% of Minos'EMl S.A.,<br />

specialising in Greek local repenoire, increasins its interesl in the company to 90%.<br />

In addirion. EMI Recorded Music established new companies in the emersinB music<br />

markels of Bolivia, Ecuador, Paraguay, Peru, and Uruguay.<br />

<strong>1998</strong>/99 R€corded Music release schedule<br />

Major arrist leleases scheduled for <strong>1998</strong>/99 include: new studio albums from Smashing<br />

Pumpkins, Beasrie Boys, Blur, Backsneet Boys,lenny Kravitz, !ni8ma, Roxette, Deana<br />

Carrer Lurher Vandross. Fun Lovin Criminals, Ice Cube and Massive Attack; "Live" albums<br />

from Garth Brooks. Bob Seger and The Rolling Stones; a createst Hits album from Meat<br />

Loaf and major tapanese releases by Dreams Come True, Yumi Matsutoya, Kuroyume, Hotei<br />

and Aska.<br />

lYusic Pob ishinS generates<br />

income from copyright<br />

royalc esr mechanical,<br />

synchronisat on. l'1ajor<br />

successes in mechanical and<br />

performance roya ties ast year<br />

included The Prod sy (oP),<br />

Sting (/€ft), Ihe Fuli/vlonty<br />

soundrrack a bum and Texas.<br />

Synchronisation royakies are<br />

due when a song is us€d in an<br />

advert or f m. For example,<br />

CraiSArmstrongs Rise' was<br />

us€d on the Citroen X$ra<br />

advert in the lJK.<br />

EMI Music Publishing<br />

Music PublishinE, the world's leader with over one million copyriShts, mairtained its<br />

uack record of continued sales and profit growth despite the lower growth m major<br />

developed markets.<br />

Major successes this year included The ProdiSy, The VeNe, Iamiroquai, Matchbox 20,<br />

Savage carden, Puff Daddy & the Family. Iros Ramazzotli. The Nororious B.l.G.. Third Eye<br />

Blind, Deana Carter, CountinS Crows and Texas.<br />

once again this year, EMI Music PublishinB received numerous indusrry awards.<br />

including Billboard's Pop, R&B and Country Publisher of Ihe Year in the US. and top music<br />

publisher in the US, UK, Germany and Canada.<br />

In one of the most significant music publishing arrangements, EMI Music Publishing<br />

acquired a 5O% interest in the lobete Music publishing companies. tobetei calaloSues<br />

contain the great hit songs of the Motown era, including My Girl'. 'l ll Be There". "l Heard<br />

it Through the Grapevine". You Are the Sunshine of My Life and l IusI Called lo Say I Love<br />

You'. Iobere's 15,000 copyriShts include rnore than lo0 number one songs, recorded by such<br />

letendary artists as Stevie wonder. Maruin Gaye, The Temptations, Diana Ross and the<br />

Supremes and Smokey Robinson.<br />

In arother major deal, IMI Music Publishing secured a long term publishing<br />

arangemenr with Sthg, and will represent his entire back'catalogue (both solo works<br />

and as a mem-ber ofThe Police) and cunent and future material throughout the world on a<br />

long term basis. orher significant deals included Keith Sweat. Cleopalra. Usher, Matchbox<br />

20, Meredirh Brook and Chumbawamba, and the renewal of publishint arrantements with<br />

Aerosmith, Ianet lackson and Carlton TV<br />

Throuthout rhe year. EMI Music Publishing entered new markets, operinS offices in<br />

Taiwan and South Korea - firsts for an iltemadona] publisher ald entered into an<br />

agreement with the Music Copyright Sociery of China to represerl our music in<br />

mainlard China.<br />

Expansion also continued into Easrern Europe with direct opera ons being<br />

<br />

The acqulsirion of a 50% inlerest<br />

in rhe Jobete rnuslc publish ng<br />

catalogues further reinforces<br />

El'4li position as the world\<br />

leading pub isher.<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

ln the year El4l Music Publishing<br />

introduced its on-lne lyric<br />

cataloSue for profession:l music<br />

research€rs. (enrimus cpub.com)


op.fathg 6nd finarkid lwlcvr .ondrucd<br />

Globrl waming pot€ntial<br />

CO, emiRed du€ to eners<br />

!se in b!ildingsfactories<br />

established in the Czech and Slovak Republics, Poland and Hun8ary and licensint<br />

anansemenls in Russia, Slovenia, Croatia, Turkey and the Baltic Srates.<br />

oTHER TSSUES - 8US|I{ESS<br />

Piracy and technology<br />

For many years now our intellectual properry rights have been subject to pincy. In<br />

September 1997, the International Federation of Phonographic Industries undertook<br />

a furdamental reassessment ol Slobal pincy, the results of which were disconcertinS.<br />

It is now believed the pirare marker is wonh in excess of US$5 billion and rhat, globally,<br />

<br />

<br />

Global waming pot.nti.l<br />

COr emifted doe to en€rty<br />

use in buildings/hctorie!<br />

(Ionne'/fl million)<br />

one in every three music carde$ is a pirate copy.<br />

Such evidence reinforces the need for a tough and orchesnated approach to pirary-<br />

Illustmdve of this was the recent adoption of rwo treades under the auspices of the World<br />

Imellectual Properry Ortanisation.<br />

Pressure from industry and Sovernments will continue on those failing to enforce<br />

or protect intellectual properry rights around the world and we continue to support,<br />

throuSh industry and govemment initiatives, any measures which help protect our valuable<br />

recording and publishing copyrights.<br />

Providint proSress continues to be made towards both establishing and enforcing<br />

copyright legislation, the long tem growth opportunities afforded by technology and diSiral<br />

distribution will far oufweith any threats in the short lerm.<br />

(1997 and <strong>1998</strong> turnove. ar<br />


srandard for environmental management. This means that over 60% of EMI'S CD outPut now<br />

comes from ISO ceflified facto es.<br />

Charitable donations<br />

Charitable donations for the croup totalled f3 6 milllon this year, includinB f2.lmillion<br />

in rhe UK. The Music sound Foundation, established in our centenary year last year,<br />

has made a commendable start and next year will publish its fust annual report for lhe<br />

pedod ended 3l March 1999. This will include details of its activities and allocation<br />

of its funds.<br />

FII{ANCIAL REYIEW<br />

Basis of presentation<br />

The results presented in the <strong>Annual</strong> RePon focus on EMI & HMV excluding Thom, which<br />

is included under'demerged business in the financial statements section.<br />

For the second consecutive year the results have been srgnificandy alfected by the<br />

movemenr in exchange rates and, therefore, in order to show the underlying performance<br />

of the Croup in its operatinS cunencies, we have reported some of our key financial<br />

paramerers ar bolh constanl (1997 reported) and actual (<strong>1998</strong> reported) exchange rates<br />

Turnover<br />

EMI & HMV turnover rose 5.8% to €3,586 1 million at constanl exchanEe rates However'<br />

rhe continued strentth of sterling, mainly aSainst the Deutschmark, US dollar, laPanese yen<br />

and the French franc, reduced reporred revenues to f3,309.4 million.<br />

EMI Music's turnover at conslant exchanSe rates increased 4.1%to 82,592.5 million,<br />

ahhough at acrual rates it fell 5.6% to €2,352-7 million. HMV crouPs turnover Srew 13 1%<br />

at constanl rates to €993.6 million and by 8 9% at actual rates to €956 7 million'<br />

<br />

<br />

<br />

<br />

Costs<br />

Cost of sales as a percentage of turnover and total costs is consistent year'on'year Music<br />

publishing royalry cosrs have fallen slightly as a percentage of rurnover, but this has been<br />

offset mainly by increased marketinS and promotion spend in Recorded Music. Dist bution<br />

costs remained broadly unchanged as a percentate of turnover whilst administration costs<br />

have fallen year on-year.<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

other operating income<br />

orher operating lncome fell from €71.7 million to f45.6 million. This was mainly due to<br />

lower joint venture income as a result of fewer N0 , compilation albums being released and<br />

lower total income fiom the Brduo series during the year'<br />

Associated undertakings<br />

our share of profits less losses of associated undertakinSs increased by el 3millionto<br />

fO.9 million mainly due ro the imPact of Priority Records, held as an associate for rhe full<br />

year. The remaininS 50% of Prioriry Records was acquir€d on 27 March <strong>1998</strong>.


operating and inamlal rwiew conti r€d<br />

<br />

<br />

operating profit by<br />

origin- <strong>1998</strong> El'll & Hi.lV<br />

<br />

operating prolit<br />

EMI & HMV reported an increase in operating profir before exceptional items of 2.3% ro<br />

f4O8.5 million at constalt exchange rates. However, rhe srrengrh of srerling resuhed in a<br />

decline to f 371.4 million at acrual exchange rares.<br />

EMI Musics operaring profir before exceptional items rose l 0% ar consram exchange<br />

rates to €378.7 million, while ar actual exchante rates ir fell 8.8% to f341.8 million.<br />

HMV 6loup's operating profit before exceptional irems rose 17.9% to €29.6 million or<br />

18.7% at consranr exchange rares to €29.8 million.<br />

Us doL /l<br />

<br />

Analysi3 of impad of<br />

et(hange on operating profit<br />

in <strong>1998</strong> EHI & Hl'lY<br />

<br />

<br />

<br />

The further appreciarion of srerling, mainly against rhe US dollar, rhe Deurschmark,<br />

French franc, Netherlands guilder, and other European currencies. resulred in ar adverse<br />

exchanSe translation impacr of f37.1 million on operating profit at actual exchante rates.<br />

Return on sales<br />

Retum on sales for the conrinuing operarions declined slightly ro 14.6% ar consiant<br />

exchanSe rates, l4.5Zo ar acrual rares, mainly reflecting rhe disappoindng performance in<br />

Japan, Sourh Easr Asia and Germany.<br />

Finance charges<br />

CharSes were f45.3 million higher than in rhe prior year. lnteresr rates rose in borh rhe<br />

UK and US malkets. However, the increase of bonowings in the bonowings,ro,cash mix<br />

in the year. plus fee and inreresr earnings generated from the bridging loan provided ro<br />

HMV Media Group, have resulted in a slighr reducrion in rhe overall average interest rate<br />

on net bo[owin8s. The favourable impacl of the reduced average interest rate was<br />

outweithed by the increased borrowing levels from the rerurn of capiral ro shareholders<br />

and acquisitions (mainly Iobete) made in the year, as well as the high level of borrowings<br />

at 3l March 1997.<br />

Profit before taxation<br />

EMI & HMV profir before aax (PBT) and exceprional items ar consranr exchange rares fell<br />

lO.O% to f342.4 million, while at acrual rares ir fell €73.4 millior (19.3%) ro €307.1 million.<br />

The fall in PBT largely reflects rhe increase in finance charges followint acquisitions atd the<br />

return of capital ro shareholders.<br />

Taxation<br />

EMI & HMV s tax rare was reduced to 31.7% compared ro a rax rare of 36.5% in the prior<br />

year. fhis reflects rhe conrinued change in rhe geographic mix of earnings, funher tax<br />

planning and the favourable impacr of Foreign lncome Dividends.<br />

Minority intcrests<br />

The minoriry interests' charge has fallen from fl 1.2 million in rhe pdor year ro f9.9 million.<br />

The main change was the reducrion in rhe Toshiba-EMt (TOEMI) minoriry lnteresr charge,<br />

pardy offset by the inclusion of 5O% of Jobetes profit afrer tax since July 1997. Ar constanr<br />

exchalge rates, rhe rninoriry interests' charge is flat.


Earnings per share<br />

The adjusred fully diluted EPS was 24.6p for the year, compared to 26.5p (restated) in the<br />

prior year At consrant exchange rates, the adjusred fully diluted EPS is 27.4p, an increase of<br />

3.4% against the prior year This was aided by a reduction in the weighted average number<br />

of shares over the year, followinS the retum of f48o million in capital io shareholders in<br />

l\ly 1997 .<br />

Dividend<br />

The Board is recommendinS a 6.7% increase in the full year dividend to 16.0p, resulting in<br />

dividend cover of 1.5 times.<br />

l{et borrowings<br />

Net bonowings increased by f646.3 million to f95 3.5 million. This was principally due to<br />

rhe return ofcapiral to shareholden of €480 million and total interest, tax and dividend<br />

payments of €26 5.8 million, partially offset by a net benefrt of €93.2 million from the sale of<br />

HMV and lower capital expenditure.<br />

[et borrcwinsr novement (m<br />

I t997 r <strong>1998</strong><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 />

operating exceptional item<br />

The €43.3 million charSe for operatinS exceptional items consisted principally of the<br />

costs ofmanagement and property rationalisation consequent upon closing EMI'S head<br />

office in New York, including the termination payment to Jim Fifield, and the disposal<br />

of HMV. I[ a]so included a number of integntion costs following the acquisidon of<br />

businesses during the year<br />

on-operating exceptional item<br />

The profit of f 101.3 million on businesses disposed of or teminated, shown as a<br />

non-operatinS excepdonal item, relates substandally to the disposal of HMV<br />

Disposal of Hl'lV Group<br />

The disposal of HMV for up to f500 million (subject to funher adjustments) was amounced<br />

on 25 February <strong>1998</strong> and substantially completed on 28 March <strong>1998</strong>. The Group received<br />

f4l3.l million cash as proceeds before 3l March <strong>1998</strong>, but then provided a €20o.o million<br />

bridging loan, which has since been refinanced from the proceeds of a hi6h yield debt issue<br />

made by HMV Media Group plc. Further consideration of €50.0 million is subjecr to certain


oP.rad.B.rd fr|.nd.l nrlcw cotrtirrtd<br />

conditions beinS mer by HMV Media 6roup.<br />

The Group retained an initial investmenr of €87.5 million, which gave us a 45.2%<br />

inreresr in HMV Media Group (which comprises HMV Group and Waterstone's booksellers<br />

which HMV Media Group acquired from 1VH Smirh croup plc on 23 March <strong>1998</strong>).<br />

We have accounred for rhis interest as an associate at 3l March <strong>1998</strong>, and funher<br />

information is shown on pates 47, 49, 63 and 65 in the financial statements.<br />

Turnover- Op.rating prolit<br />

Con.tant rates b.fore oper-<br />

({.) Constant rate3<br />

(.m)<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

Second-half performancc<br />

Our srong second.half release schedule lrom Ocrober ro March, which included multi<br />

million selling albums from rhe Spice Cirls, Carrh Brooks, Janet Jackson and The Verve,<br />

produced a 5.1% increase in opemrint proflr on sales up 6.5% ar constant exchange rares,<br />

with sales up by 4.9% in IMI Music and by 12.4% inHMY. Operatint pronr increased<br />

by 3.5% in EMI Music and 17.7% in HMVon rhe same basis.<br />

This reflects at improved performance across the world, including Japan, which<br />

benefited ftom a release schedule and sales better than expected at the dme of the<br />

Christmas rading updare. Performance in other Asian mukers has been affecred<br />

<br />

by softer market<br />

conditions, provisions against anist advances<br />

<br />

and rarionalisation.<br />

<br />

<br />

<br />

A further adverse exchange impact of €2 3- l million on operatin6 profit and<br />

€ 133.6 million on sales in the second half reduced this improvemenr ro a reported<br />

3.1% and 0.5% decline r€spectively at actual exchange rates. profit before taxation and<br />

exceptional items fell by 5.4% at constant exchange rates due ro increased finance char6es.<br />

Net cash inJlow from operaring acrivities ar f 32 5.2 million was l9.l % higher rhan<br />

the pdor year This was mainly due to lower working capital requiremenB of €67.3 million<br />

partially offset by an increased spend againsr provisions of f41.5 million-<br />

Financial needs and resolrces<br />

Additional working capital requirements decreased from fl34-5 million in rhe year ended<br />

3l March 1997 to €67.1 million in the cuffenr year. This improvement is Iargely rhe resulr<br />

of a smaller outflow on advalces, lower founh qua er shipments and faster pal,rnents by<br />

some US retailers than in the prior year.<br />

The net cash inJlow from operadng acdvities of f298.9 million reflects reduced<br />

working capital requiremenrs offset partially by the increased spend against provisions.<br />

Reconciliation of movemenas<br />

i. 3h.rcholderc' funds am<br />

Shareholders' funds<br />

Shueholders' funds have fallen by €656.1 million rhis year ro a deflcit of f652.6 million<br />

at 3l March 199E, from a posirive f3.5 million ar 3l March 1997. profit for rhe year of<br />

f228.7 million has been offser by dividends of €126.0 rnillion, the return of capital, together<br />

with associated cosrs, of f484.0 million, together wirh ner goodwill charged in rhe year<br />

off276.l million,largely rcladng to the acquisitions of prioriry Records and of an interesr in<br />

HMV Media GrouP.<br />

oTHER TSSUES - FD|AI|CE<br />

Y€ar 2000 cost<br />

We commenled in lasr year s <strong>Annual</strong> Repofi thar special sreering commirlees had been


set up throughout the Group to correct the systems applications that will be alTected as<br />

the year changes from I 999 to 2000.<br />

Acrion plans have been put in place and EMI'S internal audit unit has been reviewing<br />

their prosress. The Group believes that all vulnerable systems have been identified and will<br />

be rectified ahead of time.<br />

we estimate that the total costs to fhe Group will be €25.0 million which, in<br />

accordance with UITF 20, are being written offas incurred or capitalised where the costs<br />

are value enhalcing to the systerns concemed The costs charyed to the profit and loss<br />

account in the cunent year were €5.2 million whilst f3.9 million has been capitalised<br />

within fixed assets.<br />

EltlU prognmme<br />

The gradual implementation of the sinSle cunency unit (Euro) is likely to incur considerable<br />

costs both in training and in systems application.<br />

We curendy intend to charge these costs to the profit and loss account as incurred.<br />

Costs ro date have not been siSnificafi.<br />

There still remain a number of issues to be resolved with European Monetary Union<br />

and, for this reason, EMI has decided to become a late adopter The issue and process of<br />

possible implementation will be monitored through steering committees and progress will<br />

be included in subsequent <strong>Annual</strong> or Interim <strong>Report</strong>s.<br />

Changes in accounting pollcles<br />

FRSg "Associates and Joint Ventures" and FRS l0 "Goodwill and Intangible Assets" were<br />

issued in November and December 1997. Neither were rnandatory for the year ended<br />

3 I March I 998. Both standards were adopted with effect from I April I 998. The main<br />

impact of FRsg will be on the accounting and disclosue of oul new associate, HMV Media<br />

Group. Following the introduction of FRslo, we will have amonisation charges to be bome<br />

in the profit and loss account for goodwill on future acquisitions ald cunent and future<br />

music publishing copyrights held on the balance sheet. The life over which the assets will<br />

During the year EMI continu€d<br />

its international expansion and<br />

now has a presence in over<br />

70 countries.


Trc rlvr rad grea: rL,rtss:r<br />

rl.c 998 Br r awr,:s w rr r ;<br />

both Besr Brrsf Gro!r rr.8€5!<br />

8r rilh Albunr by a Erir r r A rsr<br />

.+-


opereting and fimn.ial nyiw Goitinued<br />

be amorrised is llmiled by FRS 10 ard since we do not feel rhat the amortisation charge<br />

necessarily reflects the diminution in the value for all assers over rime, these charSes will<br />

be removed in the calculation of the adjusted earnings per share.<br />

TREASURY MAI{AGEMENT<br />

Treasurt policies<br />

The treasury activities of the Group are carried out in accordance with policies approved<br />

by the Board. these policies cover lhe managernent of funding, inreresr rare and foreign<br />

exchange rate exposure, and counter.party risk. The policies also cover the use oI financial<br />

inslruments, hcluding derivatives.<br />

The purpose of these policies is to ensure that adequate. cost-effective fundins<br />

is available to the Croup at all times and that exposure to financial risk is minimised.<br />

Group Treasury does not operate as a profit cenfie and the Croup's policies prohibir the<br />

use of financial instruments for speculative purposes.<br />

Appropdare controls and monitoring systems are in place ro ensure all Treasury<br />

aclivities are undertaken within the policy parameters. The Treasury Management<br />

Committee, chaired by the Croup Finance Director, meers tegularly to monitor ald<br />

control Treasurys activities. The department is subject to regular audir by an independent<br />

extemal auditor<br />

Funding and interest rate exposure<br />

The Group is currently funded throu6h the use of short and medium term commirred<br />

and uncommined bank faciliries. Additional bank facilities were a anged in June 1997<br />

to fund the return of capital to shareholders. Overall, the facilities urilised have a broad<br />

range of marurities which are re-negotiated as they fall due in compliance wirh the<br />

Treasury policy of havins facilities available to cover I I 5 % of anticipated peak net<br />

bonowinSs, taking into accounl any set oIT arrangements with rhe Croups bankers,<br />

The croup works with a select group of inrernational banks which service the<br />

Croups requirements.<br />

Following rhe retum of capinl and pursuanr ro the Treasury policy of fixing interest<br />

rates on between 2 5% and 7 5% of ner bonowings, the Group enlered into a series of lhree<br />

year interest rate caps ro hedge against future increases in UK and US irreresr rales. Deails<br />

of rhese are set our on paSe 53, note 17.<br />

The Group also uses interest rate swaps to manage its fixed/floatint Iate mix. Swaps<br />

held at 3l March <strong>1998</strong> are detailed on paEe 53. note l7(iv)a).<br />

Foreign currency exposure<br />

The croup. due to the international nature of irs opemtions, has faced particular currency<br />

exposure in view of sterling s srengrh. The croup has conrinued irs policy, revised in 1997<br />

followinS demerger, of not hed$Dt translation exposures, except to the extent thar overseas<br />

liabilities, including borrowings, provide a narural hedge.<br />

It is also the Group's poliry not ro hedge profir ard loss account translation exposure.<br />

Transaction exposure is hedged where deemed appropriare.<br />

Forward rate contracts held ar 3l March <strong>1998</strong> are derailed on page 53. nore l7(iv)b).


Board of Dircctors<br />

ErecutiYe Directors<br />

Sir Colin Southgate<br />

Lnqtrrnan<br />

Sir Cohn (59) joined thecompnny<br />

in 1983 afrer23yearsln the<br />

inlormal jon rechnology jndustry<br />

llejoined tbe Board rn 1984.<br />

bccam€ \lanaeinS Direclor in<br />

l985 Chief lxecurive in 1987<br />

and was elected Chairman in 1989.<br />

Sircolin is Chairlllan of rhe<br />

noyalopera House andfte Music<br />

Sound Foundarion as w€ll as r<br />

Trusree oI fie NalionalCallery<br />

He is a member of rhe coun of<br />

tbe Bank ot [nSland md is a<br />

Non execurive Director of<br />

The Terence chapmrn Cloup plc<br />

and whirehend Mann Group plc.<br />

Simon Duffy A r'ro^<br />

Ioint Deput\ chairman and<br />

Group Finance Director<br />

Simon Dufiy (48) {'as appoinred<br />

Group Finance Dlecror in 1992<br />

and. in April I998. i r'as.ppoinred<br />

Ioinr Depury Chairman. I Ie joined<br />

from Unired Dilrillen !t here he had<br />

been Operations Direcror since<br />

1989. havinS previously been<br />

Direcror of Corporare tinancc<br />

atGninness.<br />

Prior .o loining Cuinness.<br />

Simon worked in rhe merchanr<br />

banking. m. natement (onsulring<br />

and rhe oll and mining indusrrles.<br />

Simon ha Non execurive<br />

Direcror ot Bcrislord plc. hperial<br />

Iobacocroup plc. HMV Media<br />

Croup pl( and Gl\T. Group plc.<br />

He ii iko r Cove.nor ofThe<br />

lnreilecrual frop€n_! lnstilur€.<br />

Martin Bandi€r<br />

Chi?f Ex?(utive offrcer.<br />

rMI Mustc Publishnq<br />

I'lartin Bandicr(56) ioined the<br />

EN,tl Boird in April 19S8.Iiejoined<br />

EMI M!sic I'ublishing di itsVice<br />

chnirman in 1989. upon lhe<br />

acqulsirion ot sBK Interrai n€nr<br />

$orld.lnc.. in i(hich hc ifas a<br />

loundioSpaftn€r. He is<br />

appoirred C[o of IM I Music<br />

l'ublishinE in 1991.<br />

Maflin beganhis carccr in<br />

music p! bLishing in 197 5.<br />

He is d direcor oi,^SCAI<br />

(Anerican So(<br />

jeq ol Comp()sers.<br />

Aulhols and Publirhers). Ihe<br />

Narional \lusic Publisheri<br />

r\soci:rion (NiltPA), the BMI<br />

Foundarion. Lhe Songwrircrs Hall<br />

ofFime rhe Rock and RoI llall of<br />

l'am€ rnd rhe Syn.use UniveEiry<br />

New York Cily Advisory Boad.<br />

\atere he is ilsoamemberolthe<br />

Board oflrusrees. He is also a<br />

mehber ol NARA5 (NarionJ<br />

Academy of RecordnrS Anr and<br />

S.iences)and rhc Friars<br />

Ken Berry<br />

Chiel Executve 1Jfrct,<br />

FMI Reorded Musi(<br />

K€n Berry (46) joined rhe Board<br />

in April <strong>1998</strong>.IIe is Chietlxccurive<br />

ollicerot IMI Recorded Music.<br />

responsible tor rhe Companyi<br />

recordedmusi( business op€rarions<br />

(cn ioined IMI in 1992 is<br />

Chairm,rn and CIO oI ViISin ]\'lusic<br />

on its acquisidon lromrheVirgjn<br />

Grorp.In 1994 he was promored<br />

ro lhe new pon o'Presidenrand<br />

CBO of [M] Recolded Musi..<br />

respontible tor EM I s recorded<br />

mosi. operalionl' ourside ot Nonh<br />

,{meric,r. IIe {'rs appoinled Io his<br />

cunent posilion in June 1997.<br />

Ken began his careel in the<br />

music indusrry in l9?3 with Vir8in<br />

Group whcrc hc eventually beca mc<br />

m.ron8irrg directur 01 Virgin Music.<br />

l{on-executiY€ Directors<br />

Summary of Board<br />

commlttees<br />

Sir Peter Walte6<br />

Joint Depury Chairmon<br />

Sir Perer(67) $'as appoinred lo rhe<br />

Board in 1989 and became DePutY<br />

Chairman in 1990.<br />

sir lerer is chairman of<br />

smirhKline Beecham plc. D€puty<br />

chairnan ol HSBC Holdings pLc and<br />

a Directorol saarchi & Saar.hiplc.<br />

He is Chairnan of $e Truslees oI<br />

rhe Police toundadoD and: Trustee<br />

ol $e lnsrilure oilconomic Alfaits.<br />

He spenr rhe maiority ofhis<br />

ca-r€er s ifi Brilish Pel roletrm<br />

where he !!'as a ManaSing Direcror<br />

for sevenleen y€ars and Chairnan<br />

loreishLyears.<br />

Eric Nicoli<br />

Eric Nicoli (47) was appoinled<br />

torhe Boad in 1993. He isGroup<br />

Chief Fxe.urive olUnired Biscui$<br />

(Holdings) plc which he joined<br />

irom Rown rree Mackinlosh in<br />

1980. Hewasappoinred ro lhe<br />

IIB BGrd 1989 as Chiel<br />

Execudve 'n ot lhe Croup's Iulopean<br />

Opelauons, asquminS his currenr<br />

role in 1991.<br />

tr'c's Chairnan ol rhe Percenr<br />

Club, Deputy Chaiman of Bulinets<br />

in rhe Communirya member of rhe<br />

Execudve Commillee of I he Food<br />

rnd Dfnk Federadon and of lhe<br />

Policy hsues Council oI I hc<br />

lnsrirure of Clocery DislIibution.<br />

Sir Graham Day<br />

Sir Cralam (65) $,a! appoinred lo rhe<br />

Board in 1990 lle iscouns.lto rhe<br />

Adan r ic Canada law finn. Stewarr<br />

McKe[y Yirlinf Scales and is<br />

chanc€llor of Dalhousie Unive15iry<br />

Hc was formerly ChairnDn ol<br />

Cadbury Schw€ppes, Powercen, The<br />

Rover crcup and Brirish shipbuilders.<br />

Sir Griham is Depur! chaiman<br />

of Ugland lnrernar ional HoldinSs plc.<br />

He is also a Drrecrol ola numbel oI<br />

companie! in rhe UK and canada.<br />

includin8 tzird Group plc. The Bank<br />

ot Nova Scoria and EmPireCompany<br />

Limired, He ira consulnol lo the law<br />

tirm Ashulsr \'lonis Crisp in rhe UK<br />

and an Adlisor Io rhe Bosron<br />

consulting Group.<br />

Sir Dominic Cadbury<br />

I'ta I'tBl<br />

SirDominic(58) io'ned lhe Soard<br />

in <strong>1998</strong>. He n Chairman ofcadbury<br />

Schwepper plc. Sir Dominic ioined<br />

cadbury khw'eppes in t964 afier<br />

gl]dlrarion from Sranford universiry.<br />

lle joined rhe Board of Cadbury<br />

Schweppes in 197t as lilanaging<br />

Direcrorol rheir loods Dlvision and<br />

subsequently held a number of Board<br />

posirions. b€coning Chairman in<br />

t993<br />

Sir Dominic ir Chairnan of The<br />

E(onornjsr Croup and Dcpury<br />

chrirman ofrhe Qualifrcarions &<br />

Curiculu m Aulhorily ln lanuary<br />

<strong>1998</strong>, he was appoinr€d h€sidenl of<br />

rhe Food and ftink Federarion.<br />

Dr Harald Einsmann<br />

Harald Einsmann(64)was<br />

appoinredro the Boald in 1992.<br />

He is lx€cutlve vice fresidenr ;nd<br />

a menbcr oI ltoder & Camble!<br />

Main Borrd and Executlve<br />

Commi.tee.ltc began his (areer<br />

r'r'irh Procrer& Gamble in 196l d<br />

was nppoint€d lresidenr of ils<br />

Europ€. Middlc Inst and ftica<br />

ReSion in 1990.<br />

Harald is a Direcror ol lhe<br />

American Chamber ot comm€rce<br />

in BelSiumand a member ol lhe<br />

Advisory Board olrhe lniversiry oI<br />

Bosron inBrusselt. He isa member<br />

ol th€ Board ofSrola. a member<br />

(ompany ot rhe Srvedish<br />

uallenberg Croup.<br />

Hugh lenkins c[E<br />

IIoEh lenkins (64) joined rhe<br />

Boad in 1995. HuEh is Chairman<br />

olThom plc.<br />

IIe is nNon-cxe.rdv€ Diteclor<br />

of rhe R.ank croup plc. ,ohn:on<br />

Ma hey plc and cdrtmore<br />

European Trusr and wa' unlil 1995,<br />

chairman and cbiel E-.(ecudve of<br />

Prudenrial lonfolio vanaSels and a<br />

Direcror ot ft'udenrial Corporalion.<br />

Kathleen 0'Donovan<br />

8SC ACA<br />

KalNeeno Donovan (41) joined<br />

lhe Bonrd in 1997<br />

Karhleen joined BTR as Finance<br />

Dirccror in l99l . She u?s formelly<br />

a praner with lmsl & Youns.<br />

Audit committec<br />

Chatred btt tfu Non.exetutue<br />

Ioint Deputll Chairmon<br />

It'lembership: All Non-execulive<br />

Direcrols. The Group Finance<br />

Direrror and arepresenldrive oI<br />

th€ compdny s exrernal auditors<br />

nomDlly ar rend Jl meel ings.<br />

Remuneration<br />

committe€<br />

choiredbu the N on executive<br />

loint Depiury Chairman<br />

Memberhip: All Non execurlve<br />

Dirccrors. The Chiilmnn normally<br />

,I rend5 meer ings by invilarion.<br />

llomination committee<br />

Choired bu the N on executive<br />

loint Deputy Chairman<br />

l\'lembeIshjpr All Non execulive<br />

Direclors and lhe chailman.<br />

Er€cutive committee<br />

Chaired by the Chairman<br />

Mem bershipr All Execolive<br />

Direcrors. Seniol Compnny<br />

€xecudves may be invird<br />

Finance committee<br />

Chairedby the senior Director<br />

present<br />

Membership: The ChaimDn and<br />

rhe Croop linance Diledor 'Ihe<br />

Croup Trensurel a(endr meetin8s,<br />

as reqdred.<br />

Cap€x committee<br />

(haired bq the Charman<br />

Membership: l hc Chairman<br />

and rhe croup Finance Dileclor<br />

Olher Directon. senior CornPany<br />

exe(uriv6 and exlemal advisers<br />

may be invjred ro anend mee(ings.


Corporate governance<br />

Cadbury Committee<br />

The Directors' report includes on pages 23 and 24 the annual statemenr of compliance wirh rhe Code of Besr practice.<br />

As recommended by the Cadbury Committee, the Board contains a balance of borh Execurive and independenl<br />

Non execurive Direcrors. The Execurive Direcrors comprise the Chairman, rhe Ioinr Depury Chairman & Group<br />

Finance Direclor, and lhe Chief Executive Officers of EMI Recorded Music and EMI Music publishing, the operaring<br />

heads of our two business divisions. The biographies of the EMI Board members appear opposire.<br />

All Directors are required to be re'elecred by shareholders at regular intervals. The appoinrmenr of<br />

each Non-executive Director is for a fixed term of not rnore lhan three years with re-appointment subject to review<br />

by the Nomination Commirree.<br />

Board committees<br />

The principal commitees dre listed opposire.<br />

Greenbury Committee<br />

The EMI Croup has complied with the disclosure requirements in respect of Directors remuneration arising from<br />

the Greenbury Committee recommendadons. These are contained within the Remuneration Committee report<br />

or paEes 25 to 3 l.<br />

Y€ar 2000<br />

As I stated last year, a steering committee has been monitoring any porenrially vulnerable systems across the croup,<br />

andwe are conJident that our operatinS systems will be fully functional when we cross the millennium threshold.<br />

As recommended by the Urgent lssues Task Force of the Accounting Standards Board, a statement on our year 2000<br />

policy and cosrs is included in rhe Operating and financial reviewon pages t6 and 17.<br />

Hampel Committee<br />

Since the publicarion ofthe HamPel <strong>Report</strong> on corporare Soverlance, the London Srock Exchange has published a<br />

consultative documenr serrinE out proposed principles of good governance and a code ofbest practice on corporate<br />

governance - the 'Combined Code, which consolidates the recomme.ndarions of rhe Greenbury and Cadbury codes<br />

with those of Hampel.<br />

I[ is the intention thar rhe combined Code will be appended ro the Lisring Rules of the London Stock Exchange.<br />

Companies will be required to disclose in lheir <strong>Annual</strong> <strong>Report</strong>s how rhey have applied principles ofgood governatce,<br />

whether they have complied with the provisions oI rhe code of best pracrice and explain any areas where rhey have<br />

not.<br />

For the EMI crouP. it is likely rhat our first compliance srarement will appear in our nexr <strong>Annual</strong> <strong>Report</strong>, for the<br />

year ended 3l March 1999. I am coffidenl that the Board will conrinue ro guide rhe Company in rhe best inreresrs of<br />

its shareholders and to meer wirh rhe principles and spirit ofgovernance of rhe new cornbined code.<br />

<br />

<br />

,--<br />

Sir Perer Wahers<br />

Joint Depury Choirnqn


Directors' report<br />

for rheyear ended 3l Mrich <strong>1998</strong><br />

The Chairman's sratement together with the operating and finalcial review il this <strong>Annual</strong> <strong>Report</strong> contain details of<br />

the principal operations of the Group during the year and likely future developments.<br />

The sale of HMV Croup (comprising HMV atd Dillons) lo HMV Media Group plc, in which the Company<br />

retains a 43.2% interest (4O.8% on a fully diluted basis) was substantially completed on 28 March <strong>1998</strong>.<br />

Dividends<br />

An inrerim dividend of 4.2 5p per Ordinary Share was paid as a Foreign Income Dividend (FID) on 6 March <strong>1998</strong>. The<br />

Board is recommending a final dividend of I 1.7 5p per Ordinary Share, making a total of 16.0p (1997: I 5.0p restated).<br />

The final dividend will be payable as a FID on Friday, 2 October <strong>1998</strong> to Ordimry shareholders on the register as at<br />

close ofbusiness on Friday, 28 AuSust <strong>1998</strong>, wirh the shales going ex-dividend on Monday 24 August <strong>1998</strong>.<br />

Share capital<br />

On 2l Iuly I 997, rhe Company effecred a share capital reorSanisation with the aim of relurninS approximately one<br />

renth of the Croup's rnarket capitalisation to shareholders on the register as at the close of business on l8 luly 1997<br />

and enhancing the Croup's financial structure.<br />

Details of the share capiral reorganisarion and shares issued during lhe year are set out in Note 23 on paSe 57.<br />

In connecrion wirh rhe share capital reorganisation, the Company purchased and cancelled its own shares, as follows:<br />

a) on I 7 June 1997. pursuanr ro the Companys rhen existin8 8eneral market purchase authority granted at the<br />

1996 Atnual Ceneral Meering, the Company made an on'market purchase of 120.000 of its own Ordinary<br />

Shares of 2 5p each for an aggregare amounr paid of f l.404.00O. This purchase was made ro simplify the ta-x<br />

consequences for the share capital reorganisariol of certain share issues rhat mitht not otherwise have been<br />

regarded as paid up by the receipt of new consideration for tax purposes; and.<br />

b) on 22 July 1997, pursuant to rhe specific authoriry tranted at the Extraordinary Ceneral Meeting of the<br />

Company held on l8 July 1997, rhe Company made an off-market purchase from Swiss Bank CorPoration of rwo<br />

ol irs own 123/tp Undesignared Shares and 13.192 of irs own l4p Ordinary Shares for an atgregate amourt paid<br />

of €7 1,642. The shares purchased represenred rhe fractional entitlements that arose lbllowing the share capital<br />

consolidation that formed part of the share caPital reorganisarion.<br />

Substantial shareholder<br />

As ar 20 May <strong>1998</strong>, lhe Company had been notified by the Prudenrial Corporation Sroup of companies that it had<br />

a material inrerest of 34.963,05 7 Ordinary Shares (4.44%) ln rhe Company s ordinary shale caPital<br />

Emplolment policies<br />

The EMI Group is a decenrralised organisarion wirh rhe aim ofemploying and developing the best people, puning<br />

them in rhe right posirions wirh a significant level of deleSaled authoriry and responsibiliry and suPPorlirg them with<br />

rhe infrastrucrure and technology required to perform ar the hi8hest levels and at the lowest costs with the quickest<br />

response time.<br />

Responsibility for employment maners therefore rests primarily wirh each business operation under the teneral<br />

urnbrella of EMI Groups policy and procedure guidelines.<br />

EMt Group companies are commifted to the maintenance of a work environment free of discdmination on the<br />

grounds of gender, nationality, ethnic or racial origin, non-job related disabiliry or marital status<br />

The inaugural meeting of the Croupb European Round Table was held in September 1997, in keePing wilh<br />

another of rhe Croups key employmenr goals of encouraSing employee involvement and communication across<br />

as wide a range of business issues as Possible.<br />

Informadon on share options Sranted to employees ls Siven in Note 23(iv) on Page 58.<br />

Supplier payment policy<br />

The Company negotiares paymenr lerms wirh its suppliers on an individual basis, with the normal spread being<br />

payment ar rhe end of rhe monfi following delivery plus 30 or 60 days. It is the Companys policy to senle the terms<br />

of payment when agreeing the terms of each transaction, to ensure that the suppliers are made aware of the rerms. and<br />

to abide by them. The number of days purchases outstanding ar 3l March <strong>1998</strong> is calculated at 22 days.<br />

Charitable and political contributions<br />

Charitable, sponsorship and fund raising activities carried out durint the year within the Group contributed some<br />

€3.6m ro charitable organisations and communities around the world. These included UK charirable donations<br />

amounrinS ao f2.lm. No UK political conlributions wete made


Research and deYelopment<br />

Research and developmenl is the responsibility of the croups businesses. During rhe year, Group expendirure on<br />

research and development rotalled €0.1m.<br />

Directors<br />

The present Directors of the Company are named on page 2O. All served as Directors rluoughout rhe year, other rhan<br />

IGdleen O Dorovan, who was appoinred a Director on 2l November 1997, Sir Dominic Cadbury who was appointed<br />

on 2O February <strong>1998</strong>, and Mr M N Bandier and Mr K M Berry who were both appointed after the year end on<br />

l7Ap l<strong>1998</strong>.<br />

Mr S McAllisrer and Mr J G Fifield also serued as Directors during the year Mr McAllisrer resitned as a Directol<br />

on 28 March <strong>1998</strong>, followin8 rhe subsranrial completion of rhe sale of HMV Croup to HMV Media Croup plc.<br />

Mr Fifield resigned as a Director on l7 April <strong>1998</strong>.<br />

As advised in the Chairman's stalement on page 5, 5t craham Day has indicared his wish lo relire as a Direcror<br />

with effect from rhe conclusion of the <strong>Annual</strong> General Meering.<br />

Sir Peter Walters retires by rctadon pursuant to Arricle 1 l2 at the <strong>Annual</strong> Ceneral Meetint and, being eligible,<br />

offers himself for re-elecrion.<br />

MI Bandier, Mr Berry Sir Dominic Cadbury and Katl e€n O'Donovan all retire ar the <strong>Annual</strong> General Meeting<br />

pursuant to Arricle I l9 and, being eligible, offer themselves for re election.<br />

No Director had a marerial interest in any contract of significance subsisting at the end of or during the year<br />

involvinS any Croup compaly, other than those who have a service conrract. Details of Direcrors' inreresrs in the<br />

shares of the Company at the year end and entidement to notice are set oul in the Remuneration Cornmittee report<br />

on pages 25 to 31.<br />

Auditors<br />

Emst & Young have expressed their willingness to continue in office as auditors and a resolurion proposing rheir<br />

reappoiffment and authorising the Directors to determine their remuneration will be put ro the <strong>Annual</strong> ceneral Meeting.<br />

Corporate governance, going conceln and internal financial control<br />

The ComPany has complied throuShout the year with the provisions of the Code of Besr Pracrice issued by the<br />

Commi[ee on the Financial Aspects of Corporare Covernance (rhe 'Cadbury Committee").<br />

The Directors, having made appropriate inquiries, believe that the Group has adequare resources ro conrinue in<br />

oPerational existence for rhe foreseeable future. For rhis reason, they continue to adopt the going concem basis in<br />

preparin6 the accounts.<br />

The Board of Directors has overall responsibiliry for the croups syslem of inremal financial confiol. The full<br />

Board meers regularly throughoul the year and a number of matters are specifically reserved for irs approval. This<br />

ensures that the Directors maintain control over siSnificant strateSic, financial and compliance ma[ers. The system<br />

of controls can provide only reasonable and not absolute assurance against material misslatement or loss.<br />

The Group has an esrablished oryanisarional structure with clearly defined lines of responsibiliry and reporting.<br />

The Board has devolved to executive manatement the responsibiliry for rhe implementation and mainrenance of the<br />

crouP's system of internal financial control. Each business unir operates in accordance with procedures and policies<br />

ser our in Croup manuals which dicrate policies applicable, in common, to all unirs.<br />

The Croup operates a comprehensive annual planning and linancial reporting process and prepares borh<br />

medium-lerm statetic Plans, which focus on key business risks, and annual budgers, both of which are formally<br />

approved by the Board. The Croup's performance is monirored a8ainst budger on a monlhly basis and all significant<br />

vadances are invesligared. The Group also has defined aurhorisalion procedures in respect oI cerrain mallers,<br />

including caPital exPenditure, investrnenrs, the Srantins of Buarantees and rhe use of financial instruments.<br />

The srrength of an internal financial control system is dependent on rhe quality and inregriry of manatemenr<br />

and staff. Intetriry is reinforced by an annual compliance cerrificarion process throughout rhe croup, under which key<br />

executives and managers siSn a cenificate confirmint their compliance with rhe Croups rnanuals.<br />

The internal financial control syslem is monitored and supporred by an inrernal audir funclion in each of rhe<br />

major business units which reports both to the Audit Comminee and management. The responsibilities of the internal<br />

audit function include assessint risks, recommendint improvements in the conrrol environmetr and ensuring<br />

comPliance wilh the Groups procedures and policies. The work of the internal audit departmenrs is focused on rhose<br />

areas lhat are considered to have the highest risk. The Audit Commlttee reviews the risk assessment and audit plan<br />

prepared by each of rhe internal audil deparrmenrs.


DliEtorC itPat cor hu.d<br />

The Board has reviewed the effectiveness of the Groups system of internal financial control as it oPerated during<br />

the year.<br />

Emst & Young have reviewed the above statements in so far as they relate to the paragraphs in the Code of Best<br />

Practice that the Iondon Stock Exchange has specified ior their review and their report is set out on page 33.<br />

lssues of share capital<br />

The existing general authority of the Directors to allot shares and the culrent disapplication of rhe slatutory preemption<br />

rights, as confened at the 1997 Amual ceneml Meeting, will expire at rhe conclusior of the <strong>1998</strong> Anrual<br />

CeneralMeeting-<br />

Article l4 of the Company's Articles of Association contains a general authorily for the Directors to allot shares<br />

in rhe Company for the period (not exceeding I 5 months) ("rhe prescribed period') and up to a maximum a8EreSate<br />

nominal amount ('the section 80 amounr") approved by an ordinary or a Special Resolution ofthe Company. In<br />

addirion, tuticle l4 empowers the Directors to disapply statutory pre'emption riShts durin8 the prescribed period in<br />

order to allot shares for cash in connection with a rights issue and in other circumstances up to a maximum aSSresale<br />

nominal amount approved by a Special Resolution of the Company ('ihe Section 89 amouni ).<br />

A Special Resolurion will be pur to shareholders lo renew the authority to allot shares up to €38,209,477<br />

(referred to in rhe resolution as the Section 80 amouni) representing approximately 34.7% of the company's total<br />

share capiral in issue at 20 May I 998 and which comprises the a8gregate of €36.7 I 6,8 5 5 (being an amoun t equal to<br />

one-third of such issued share capital) an d, El,492,622 (beinl the amount required to be set aside to meet ri6hts of<br />

subscription over shares in the Company). However, in conformity with the pre emption guidelines of the<br />

lnvestment Committees ofthe Association of British lnsurers and the National Association of l'ension Funds, this<br />

authodty is limited as retards issues of shares wholly for cash otherwise than by way of a rithts issue to a maximum<br />

of€5,507,528 (reiened to in the resolution as ihe Section 89 amouni'), rePresentinB 5% of the ComPanys lotal<br />

ordinary share capital in issue at 20 May <strong>1998</strong>.<br />

Other than rhe allotmenl of shares arisint from the exercise ofoptions in respect of the Executive and SavinSs-<br />

Relared Share Option Schemes, rhe Direcrors have no current intention of using the authority Siven in order to allot<br />

further shares. The autho ty will expire on l6 October 1999 or al the conclusion oI the <strong>Annual</strong> General Meeting in<br />

1999. whichever is sooner<br />

The Special Resolution dealint with this matter appears as Resolution 5 in the Notice convenint the <strong>Annual</strong><br />

General MeetinS on page 70 of this <strong>Annual</strong> Reporr.<br />

Purchase of own shares<br />

The current aulhorily for the Company to purchase its own Ordinary Shares, as conferred at the 1997 <strong>Annual</strong> Celeral<br />

Meering, expires al lhe conclusion of the <strong>1998</strong> <strong>Annual</strong> Ceneral MeetinS.<br />

A Special Resolution will be put to shareholders to renew the aurhority for the Company to purchase up to a<br />

maximum of 78,678,976 Ordinary Shares, beinE l0% of rhe issued shale capital of the Company al 20 May <strong>1998</strong>.<br />

The Directors have no present intention of using rhis authority and, in reaching any decision to purchase<br />

Ordinary Shares pursuant to this authority, would take into account lhe ComPanys cash resources, capiral<br />

requirements and rhe effect of aly such purchase on the lax position of the croup and of shareholders as a whole<br />

and on earnings per share. The authoriry will expire on l6 October 1999 or at the conclusion ol the <strong>Annual</strong> General<br />

Meeling in 1999, whichever is sooner It is envisaged thal the Directors will continue to seek renewal of lhe<br />

aurhority annually.<br />

The Special Resolurion dealing with this matter appear as Resolution 6 in lhe Notlce convening the <strong>Annual</strong><br />

Ceneral Meetin8 on paSe 70 of this <strong>Annual</strong> <strong>Report</strong>.<br />

<strong>Annual</strong> General Meeting<br />

The <strong>1998</strong> Arnuai General Meerint of the Company will be held at I i.30am on Friday, l7 luly <strong>1998</strong> at the Royal<br />

lancaster Hotel, Lancaster Terrace, London W2.<br />

By Order of the Board<br />

C P Ashcrofl<br />

Secrelary<br />

2J May <strong>1998</strong>


Remuneration Committee rcport<br />

Ior rhelear cnd.d Jl N1.rrch <strong>1998</strong><br />

The Remuneration Committee ("the Committee")<br />

The Commirtee's role is to esrablish and review the lerms of employment ald remuneration of lhe Executive Directors<br />

and other key senior executives. I chair the Committee which comprises all the Non'executive Directors (listed on<br />

page 2O). No Execurive Direcror sirs on rhe Committee a]though Sir Colin Southgale is inviled to anend its meetinSs<br />

on matrers other than those conceming himsell The Committee has access to advice from internal sources and seeks<br />

external advice as and when it requires.<br />

The Company has lhroughour rhe year complied wirh Secrion A of the best practice provisions annexed to rhe<br />

London Srock Exchange Lisring Rules and rhe Commiltee, in serrint remuneralion policy. Sives full consideralion to<br />

Section B ol those best practice provtston..<br />

Remuneration policy<br />

The Committee's policy, in deciding appropriate levels and forms of remuneration' reflects:<br />

. the need t0 rectui( and retain tlp cdlibre intematilnol management hauinq reqord to remuneration let els and praclices in the<br />

intemqtilnal music and entertainment industry ;<br />

. a strlng linkbenneen reward and perJormarce. with emphasis on the lonqer term retums to the shareholders.<br />

The Commirree has developed remunerarion plans which align the inlerests of executives and shareholders byl<br />

. prlDiding qhighlL1 clmpet ine blol pau packngebur only when truly wdnanted bt1perJormante:<br />

. re(1,gnising the inrylnance olanoiningthe c\mponys Jinanciol targets;<br />

. emphasising the longer term through awards of shares which executives arc enfiunged or required to hold.<br />

ln assessing remuneration, the Committee looks at competitive market practice, supported by external and<br />

independent surveys covering a range of companies. The Committee takes into account such factots as the nature,<br />

size, complexiry and internalional profile of these companies. relative to our comPary.<br />

Elements of r€muneration<br />

Base salary andbeneJits<br />

The Executive Directors' base salaries are ser by rhe Commirtee and are normally reviewed annually. Benelits<br />

rypically include car,life. disability and healthcare benefits.<br />

P e rf o r mant e - r elat e d int entiv e plons<br />

The Execurive Dlrectors and orher key executives normally parlicipate in Ihe shareholder approved Senior Execulive<br />

Incenrive Plan which provides the opportunity to earn annual boluses, based on achievement of pre-established<br />

Group or business unit targets, payable in cash or as share awards with provisions which encourage or require the<br />

shares ro be held. There are rwo important profir levels established for rneasuring perfotmance: a deman dir.STargel<br />

Pr0lif kurl, ar which the targer award is earned; and a Maxinrn Prd,fir truei. at which rhe maximurn award is earned.<br />

The value oI target and maximum awards is calculared as a percenrage of each panicipant s base salary'. The current<br />

values ar rarget and maximum perfbrmance respectively are 7O% and 140% for Sir Colin Southgate and 5 O% and IOO%<br />

for Mr Dufry<br />

Following confirmarion of rhe year's perforrnance, the appropriate award is made in two pafis. The first part,<br />

rhe incentive award. is paid inrnedialely or, a( the execurive's requesr, may be made in the form of a deferred share<br />

award. During deferral rhe shares do not earn dividends bur the num-ber of shares is increased by one-third if deferred<br />

for rhree years or by rwo-rhirds if deferred for at least six years (any increase being included in reported remuneration<br />

only at the end of three and/or six years'delenal),<br />

The second parf ls a performance share award normallyvesting only after a further tatget is achieved over at<br />

leasr a three-year period (ir being incJuded in reporred remuneration only if and when this tartet is achieved). The<br />

current rarSer requires EPS growth to exceed inflation by 2% per annum compound. If and when the target is<br />

achieved, the award is paid immediarely or, ar rhe execurive s request. may be deferred lbr three furrher years. DurinS<br />

deferral the shares do not eam dividends bur the nurnber of shares is increased by one-Ihird if deferred for three years<br />

(any increase being included in reporled remuneralion only at the end of three years deferral).<br />

While the Executive Directors now only panicipate in lhe Senior Executive Incentive Plan, awards remain<br />

outstanding under former incentive plans as derailed in previous years Alnual <strong>Report</strong>s.<br />

The Execulive Direcrors share inlerests arisint lrom fhe Senior lxecutive lncenlive I'lan and the forrner<br />

rncenrive plans are noled on pdte 29.


Remuneration Committee rEport aontinued<br />

Share options and. share appreciatian riqhts<br />

Execurive options are granted to the lxecutive Direclors and other key executives based on the achievement of<br />

the same tarSels as appJy under the Senior Executive lncentive Plan. Executive options are normally exercisable<br />

between three and ten years from the dale of tranr and, il Sranred o[ or afrer 2 5 August 199 5, ooly if performance<br />

targets set by the Committee are mel. The target set for execurive options granred in the year relates to Total<br />

Shareholder Return, i.e. based or share price growth plus rhe value of dividends paid. To become exercisable, EMI<br />

Croup's Total Sharehoider Return must have at leasr equalled the nedian of those companies which comprised rhe<br />

FT-SE 100 al the start of the year<br />

The assregate exercise price of outstandint executive options over new issue shares is limited lo four rimes<br />

annual earnings with any excess being granted over exislint shares. Up to 22 July lg94, any excess was granled<br />

as a share appreciation rlght whereby, inslead ofbuying the shares on exercise, rhe execurive js paid the value<br />

ofany share price appreciation (over and above UK inflalion) berween the dale olgranr and exercise.<br />

The UK-based Execulive Direclors alons with all other eligible employees are also entitled ro apply for options,<br />

normalJy annually, under the Savings-Relared Share Option Scheme ( ShareSave ).<br />

The [xecutive Directors'share oprions and share apprecialion rights are noted on page 30.<br />

Ret ircme nt b en el it s d n d c o ntr ib ut i ons<br />

The UK based Executive Direclors are executive members of rhe UK Pension Fund which provides them, on normal<br />

retirement at age 60, with a pension of up to two-rhirds of base salary. Menbers conrribute 4% of base salary<br />

On death rhere is a spouse's pension of two thirds of the member's pension (i$odnt rhe impact of any exchange<br />

of pension for a lump sum on retirement). plus child allowances if applicable.<br />

An early retjremenl pension may be pajd on leavint on or after age 50 bur the pension is reduced by %% for<br />

each lnonlh that pension starts earlier than age 60. Subject to rhe Companys conserr, rhe reducrion applied may<br />

be less.<br />

Pensions in payment are guaranteed to increase each year. Up ro age 65, the whole pension is guaratteed to<br />

increase by LPI (the )ower of the previous year's increase in Retail P ces Index or 5%).Afrerage65, the pension<br />

io excess of the Guaranreed Minimum Pension or GMP (lhat parl of the pension which replaces the State Earnlngs<br />

Related Pension) is guaranteed to increase by Ll'l while rhar pan of rhe CMP which built up since 6 April 1988 is<br />

guaranteed to increase by the lower of the previous year's increase in Retail Prices Index or 3%.<br />

Transfer values are calculared on a basis which assunes rhe pension would be drawn at rhe earliesr date<br />

where no reduction would apply and with allowance for future pension increases (both before and after pension<br />

commences) to reflect rhe past pracrice of granting increases greater than those guaranteed.<br />

For those joininS the UK Penslon Fund afrer 31 May 1989 (including only Mr Duffy of the current Executive<br />

Directors), the Cap" (as defined in the Finance Act 1989) limits salary for pension purposes to f87,600 from 6 April<br />

<strong>1998</strong> (1997: f84,000). A separale defined cont bution plan provides benefits to rhose affected by the Cap, to which<br />

the Company makes an age related contriburion ranging from 12% to 24% ofbase salary above the Cap.<br />

Mr Fifield panicipated jn IMI Music's US defined contribution plals, the total contriburion to which was 14%<br />

and approximately 35% of pay by Mr Fifield and the Croup respeclively (pay included rhe value of the incentive<br />

award pafi of the Senior Executive lncentive Plan, consistenr wirh US pracrice).


The Execulive Dhectors retirement benefits and contributions<br />

are shown below:<br />

Defined Eenetir Plan OnlY<br />

Accrued pcnsion en lem.nt<br />

Ag. d at Dir€crors comPiny ]ot:<br />

tl I'lrfrh conrribuion! conoiburiont lndease 3l il'rch<br />

t998 inye;rt iryeai in -!e8l<br />

19901<br />

Y'aF I ooo tooo t oooPd COOG<br />

sir colin southSate 59 22 Nil 45 386<br />

S P Duffy 48 3 69+ 3 t7<br />

j G Fifield 55 292 725<br />

i lacettner {reslgnea 28 March <strong>1998</strong>J 50 10 Nil :25 100<br />

rctull oI thc Fund! srronsIinancjal Position)<br />

had he leh emplolrenr r llI4d,hlqqEud(rudlddreolh'\rnP rle"r|(r<br />

leav'n8. ifeadl€r'<br />

, i..i"ai"S trt.t't t,nnt,.2t 725) Paid in rcspecr orrhc charSe adsinE irom rhecomPanvt'onrdburions on basc sahN in excessof rhe cap<br />

Seruie contruats<br />

SilcolinsouthSateandMrDuffyhaveseruicecontractswithrhecomPanywhichhavenoticeperiodsofoneyear<br />

o, t"r, "*."p,<br />

,i.r. rollowing the pasr reducrion in the normal norice period. borh sewice contracrs provide for a<br />

36 months notice period to apply from the Company following a change of control'<br />

Mr I c FiJield<br />

Mr Fifield hada service conrracr wirh a subsidiary EMI croup Nonh America Holdin8s, Inc ( EMIGNAII') under<br />

which rerminarion could nor normalf have occurred before 3l March 1999. Mr Fifield would have been entitled<br />

to, broadly, three rimes base salary pltls average annual bonus plus the value of fringe benefits had' prior to 3l March<br />

in*, .u,ii, ,rro*AH rerminatedrhe contra-cr wirhout cause or Mr Fifield rerminared the conrracr because of<br />

EMIGNAHs breach. Under rhe terms of rhe conlracl' Mr Fifield had a dury ro mitigate his entillement to damates<br />

""itlii*"t^n *d terminated the conlract without cause and then only to a limited extent.<br />

on t7 April <strong>1998</strong> Mr Fifield resilned from the Board and as presidenr and Chief Execurive officer of EMI Music'<br />

EMIGNAH has paid torul .ornp"nr.tio"n of $10.6m (f6.27m) for rhe early rermination of the contract and has made the<br />

reriremenr contribution of $ 10.4m (€; 15m) whictrwas due to be paid on 3l March 1999 under the contract These<br />

amounrs will be included in n"xr yJerrnual Reporr. Details of Mr Fifieldls remunerarion, retirement contriburions<br />

and share interesrs ald options as at anJror rhe year ended 31 March <strong>1998</strong> are included in rhe appropriate tables in<br />

rhis <strong>Report</strong> and, in addirion, rhe tootnores ro th;appropriare rables on pages 29 and 30 detail Mr Fifield s entillement<br />

ro share awards and oPlions on hi\ leavint<br />

Non-€r€cutive Directors<br />

EachNon-executiveDireclorleceivesabasicfeeplusanadditionalsumlorallcommitteememberships.Ileceivea<br />

fultheramountinlespectofmyaddirionaldutiesandresponsibililiesinmycapacityasJointDepuryCiairman.The<br />

level of these fees is ser by rhe Board on which matter rhe Non,execurive Direcrors play no part. The Non-exectttive<br />

Directo$ do not parlicipate in the companys incentive' share oPtion or retirement plans' nor do they have service<br />

aon,r"a,r, bu, is subject to review at least every three years'<br />

""ah "pP;intment


Remuncradon Camrittae nDort contirued<br />

Remuneration details<br />

<strong>Annual</strong> remuneration'<br />

Executive Directors:<br />

t998<br />

t99i<br />

t6..rl*t tn.enttv€ lot t lbral<br />

or r.., B.n.fiE nmrn.ation in ,Ea<br />

a'ooo a'otxt {,000 a!00 I OOO<br />

Sir Colin Sourhgare 543.3 2 t.3 lo5.5t 670. t 1a4.5<br />

S P Duffy<br />

280.8 t7.4 3g.7r 336.9 3J4.g<br />

I G Fifield (highesr paid Direcror) 2,083.3 430.6 t{it 2,5 t 3.9 3,782.7<br />

S McAllisreri 252.5 t6.O 220.0 530.5 133.0<br />

M E Mercalf (resigned l9 Augusl 1996)<br />

Non-executive Directo^: - 122 6<br />

Sir Perer Walrers 52.5 52.5 52.5<br />

Sir Dominic Cadbury (appoinred 20 February <strong>1998</strong>) 2.4 2.4<br />

Sir Graham Day Z2.S Zl.S 22.5<br />

::'l'T-" zz.s zz.s 22.5<br />

lr K JenKrrs 22.5 22.5 22.5<br />

t L Nicoli 22.5 2Z.S 22.5<br />

KA O'Donovan (appoinred 2t November 1997) 8.0 8,0<br />

Lord Criffirhs of Fforesrfach (rerired 16 Axgust 1996) g.4<br />

Total <strong>1998</strong><br />

3,3t2.8 4gS.3 414.2 4,2t2,,<br />

Toral lq97 j.2j2.g 410.2 L6b6.5 5,J49.6<br />

p.rrorronceand/orsubi(r ro rorrr nure ( see n.h rahtc bcto", n" ,qr'us,,", n."";";;;;;;":.;,"8,r,<br />

' il::::ilf;:,::T:i:ii:1,:il':$n:::llili::il)^nr,r,"',"-."r.,i,'-a,'.""",",'"".i*",li"""o,,".adius,in'rorin,eresronbonowi,rss,ncured,o<br />

on 2E \'rarh r ee8 he resi8ned lrom rhe Boa.d ro ro,n r Mv u"a" o."p pr.<br />

""a<br />

r,o lnur;,;:i.ilu;r;."",,," "".<br />

p€rrornance awar* lnder rhe senior Exe.unve<br />

Remunerotian from pnot year shats qwq , sgqsmq nbe.lntma t,<br />

sircorinsourhsa,e<br />

<br />

<br />

t998<br />

<br />

<br />

sharc awardd awads ydu.t ,;;; \,atuei<br />

t"'1*: *r";'It ,ii: ^"""ffi 'ffi<br />

s l'Duffy _ t6,620 g2.t Nil Njl<br />

I C Filield<br />

s McA isrer*<br />

Totat<br />

I,749,0a2 2t2'708 9'788.0 171,393 1,966.7<br />

_ 46,789 243.8 Nil Nil<br />

,749,082 3t4,353 t0,335.7 t7t.t93 t,96b.7<br />

:ijtili,i::;:i;;:iliil:ji1.":l:li:ili,1:llil:l'-"::)iiliT.;".1:l::l::,-*'*"".,e.Jedd,,JrdnEh<br />

r rhF,.Dr..pnr(v, r,r"rd.d,,,rtr,n"n,ro,F,rr,r.d,h er.a,s,ndl\s,"n,.dLndohhJi,:.;.,^<br />

. 3l Mrch <strong>1998</strong> tlheteupon ,r'" *. t", *." ,*t""r"o r.,o"a"*t1, e(rive IAP I1993 whichbccam.mn.o rilgenron<br />

I<br />

"<br />

I lF t{J c ut \hrrer tr based on rhe,halc on.e $hc,,<br />

-'---<br />

* on,hesa,;o,rhcH\,rvbu;;;;;;;.;;;;;11;;:'l;i::::::::l.l,j1^:l'"1:l::<br />

uderdresenio,Exe.u,Nern;,,,;;,,.;;;;;;;,'*;i::l:li::i:;T":::Ln'ii::"i.,,"#il,l",jii:;:iJ,f#ilt::I:ff,Ifff:lil,ffi:l*:<br />

'',r:1,'::i''y,-"*"'--,r'"""-,..r,."p'J


ordln.rr sharcs or l4p .i.h<br />

odrndy shares or 2 5p each<br />

<br />

<br />

<br />

& .t 3l lhEh <strong>1998</strong><br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

K A O'Donovan (appointed 2l November 1997)<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 />

t<br />

inleresrs under perrormance{elared incenrive phns as noled in lhe followinS rable.<br />

Ar thedare olappoinmerr ro rhe Eoard.<br />

I Followins Mr Fitield s resi8narion on l7 Apnl <strong>1998</strong>, all 629.?51 ot rh$e shires utuler non.conin8enl rharc awatds b€came avaiLble Ior release.<br />

l APril<br />

1997 Mjosmenri<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

inyeart in year added in yer inyear<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

. ConrinSenr share awarG aF ft6e which remin dependenr on fururc ?€rformance and/ol subjed to lorlenure. The tiStrl€s shown therelore rened the nnximun<br />

I<br />

F:sible potendal sh.r€ inrehts.<br />

adjusred lor lhe share capital reor8a,nisalion in lhe subsequent columns<br />

These awards are in respe.r oI perlormance in fie year ro 3 | Marh 1997 .waded on 6 lune 199?. No share awards will be made in lespecl oI lhe,€ar lo 3l Mar.h ls98<br />

unril alrer rhe 1996 pr€lirniniry Announcenrefl and rhe €xact number ot shares awarded will be delermined by fte ma*el share Price a! fte dne of lhe award and wlll<br />

be included in ne y€ar3 <strong>Annual</strong> Repon.<br />

ln addilion m rhe shares shoM tor Mr Fifield, u I,39I shares became non.conringenr und€r lhe lMl Music lon8.Term In.enlive Plin In resp€cl ol lhe rhree year ry(le<br />

end€d 3l Mdch 1997, as noled in lasl yeal s Annuai RePon<br />

* rollowins Mr Fitield s resignation oo 17 April <strong>1998</strong>. l9?.6t9 oI fiese shar€s und€r (onriqenr shir€ awdds vesGd and beGme available for rel€a5e all his remaitung<br />

contin8e shaF awalds over 662.224 shares have laFed<br />

tn additioL n ludiq adiustmenr lor rhe share €piral r€oryanisaion on 2l ,uly 1997 149.lt6 shares (orr oi a maximum porential 318, 127 shatet wlll be rcleased<br />

ro Mr Fifield aier rh€ <strong>1998</strong> Preliminary Announcemenr in respecl ol rhe rhree.year cyde ol th€ lMl Musi( LonS.Tern lDcendve ?lan ended 3l Mar.h <strong>1998</strong>


R€r ncrdbn Comrittee nport cot inuad<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

Sir Coiin Southgate<br />

<br />

<br />

<br />

<br />

Total<br />

D.re<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

25 Augusr 19951 <br />

23 Augusl 19961<br />

23 AuSusr 19961<br />

2'l Marcll 1991"<br />

<br />

<br />

<br />

<br />

<br />

<br />

6 June 1997t <br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

shi(h t904.181 r€lired ro Nrr Fiiield)<br />

In addir ion ro he sharc oPl ions shown in lhe rable. iollowjng his lervinS rhe compa ny on 28 \4irch l99s on rhc sale of rhe HMV business. Mr lvc^lliner is enridcd ro<br />

exer.ise ,rll or his execur ive share opr ions. o!€. a roral ol 180.224 shdr\ ar a h?iShrcd exerce pricc ot 518.206p (inclu.linE 39. I to shres :r I t7 5p granren on 6 lune<br />

19911ror i pedod oi onc y..r and ro cxercise pan othis sharesJve oprion over :r.7oo shares ar 466p Ior a penod ofsix monrh!.<br />

Thc.losinS mjd narkcl share Pnce on 3 L March ls98 was496.5p. Th. rans. ofclosin8 nid marker share pdces dldng rhe ye,r! (idjusred for rhe share.ipirat<br />

r@r6ani5ar jon) \es 647.82p ro 428.tp<br />

I FollosinS h1s resi8nation on lTApil <strong>1998</strong>. Mr Fifield; rh.re oprion 8ranrcd on 22luty 1994 remdins exer.j$ble ror a period or one year: allhis rerininS share options<br />

t txe.urivc sh,rleoplion - nomally cxclcisable dulinS lhe pedod comnen.inS no carlier ihan three yeaA andending nolaler rh,rn len yea$ kom ftedircgranred: fe<br />

exeKise oralloprions Snnred on otilr€r2t ugusl 1995 is nom,)lly subjecr roichisenenr oi pcrforDnc. tarSers as relered to on piSe 26. [xecuiive shire oDrion<br />

n8hr\ $ere rnended 23 auSusr 1996 ro refleq rhcdeme€er For non U( residenrran appropiareadjuemenr was rude ro r(h opr;u hu,. i\ rhe tntirnd RNenue<br />

vJlue opr ion ivas sranlcd inrcnd.d to achicve broadly rhc sanc cllccr rs ir rhe adjunmenr had bccn made and whi.h can ont) be exerised wirh a;d<br />

",<br />

,r," ,"." ,"^ ",<br />

rbc oriSinal oprion ro whi(h ir relares<br />

4 sharetrve oPdon nonnrll} exer.i!.lble tor r six nonrh period folloi! inE.ompler ion of evints ro eirher a rhree or a iive.ycar Sharesrvc conrracr.<br />

Dire lrs shorc lppreoanon rrqhrs' $djuskd I0r hc sharc pinl rnrqdnsaliln)<br />

<br />

<br />

<br />

indexed<br />

pncear<br />

<br />

Price ar 3l -U .h <br />

<br />

Erant l99Et <br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

ren ye s rrom rhe dar. granred. No shde apprcciadon riEhrs s cre gr,rnred. excrcj*d or liFcd in rhe ],.ear.<br />

olanyappre.iarion by conparison wirh rhe share pri.e ar rhedare otexercise orrhe share appreciarion rghr.


ieneral maftcrs<br />

The Company hedges the cost of providing share awards under incenrive plans rhrough the EMI Croup ceneral<br />

Employee Benefit Trust (see Note 14 on page 5O). As potential beneficiaries under the terms of rhis Trust, all EMI<br />

Group employees, includins the Executive Directors, have a potential interest in th€ shares held by the Trust.<br />

On 29 April <strong>1998</strong> the beneficial interests of Sir Colin SouthSare, Mr Duffy and Mr Nicoli increased by a further<br />

35, 37 and 2E shares respectively as a result of dividend related re-investmenrs under EMI Group Personal Equiry<br />

Plans. No other uansacdons subsequent to 3l March <strong>1998</strong> had been notified as at 20 May <strong>1998</strong>.<br />

No Director had any intercst in any shares or debenrures ofany subsidiary of the Company.<br />

The Companys Register of Directo$ lnterests is available for inspection in accordance wirh rhe provisions<br />

of the Companies Act 1985 and the London Stock Exchange Listing Rules.<br />

l{ew Executive Dlrectors<br />

MrMN Bandier and Mr KM Berry<br />

Mr Bandier and Mr Beny were appoinred as Directo$ of rhe Company on l7 Apdl <strong>1998</strong>.<br />

Mr Bandier's current service conmact with EMI Entertainment World, Inc.. a US subsidiary provides a fixed<br />

five'year telm to 3l March 2001. Mr Benys cuIrent seruice connact with EMI Music Limited, a UK subsidiary<br />

provides a fixed five-year term to 3l August 1999.<br />

Following thet appointment to the Board, agreement in principle has been reached wirh Mr Bandier and<br />

Mr Beny under which their service contracts will be amended from fixed ro rolling rwo-year rerms.<br />

Taking into account common practice in the music and entertainmenr industry the Remuneration Commirtee<br />

considers rhat these terms are appropriate.


Std€rsrt of Dirccton'rcsponsibilities in rc+ect of the financhl stdements<br />

Company law requires lhe Dirccto$ to prepare financial statements for each financial year which give a true and<br />

fair view of the shte of affatus of the Company and of the crcup and of the profit or loss of the Group for that period-<br />

In preparing those financial statements, the Directors are required to:<br />

c select suitable auounting policies and thm aWlU then couisttn y:<br />

. mokc judgenentsand atimatsthat arerewnable ondpndmt: ai<br />

. stote u,hetlut Mitable acuunting stadardshavekenfullmd, subjat to any nataial depafiures disclosed and explalnedin<br />

tl1a lincncial sutonrnlf.<br />

The Directors confirm that they have complied with the above requirements in Feparing<br />

the fimncial statements.<br />

The Directors are responsible for keeping proper accounting records which disdosg with reasonable accuacy at any<br />

time, the financial position of the Group and enable them to ensure that the financial statements comply with the<br />

companies Act 1985.Ihey ue also resporsible for saleguarding the assets of the Group and hence for takinS<br />

reasonable steps for the prevention and detection of ftaud and other ineSularities.<br />

Financid contents<br />

33 Auditors'repon<br />

34 Consolidated profit and loss account<br />

36 Balance sheets<br />

3? Statement of total recoSnised gains and losses<br />

3'1 Reconciliation of movements in shareholden'funds<br />

38 Consolidated cash flow stalement<br />

40 AccountinS policies<br />

43 Notes to the financial statements<br />

68 Fiveyear summary


Auditors'report<br />

<strong>Report</strong> of the Auditors to the I'lembers of Elill Group plc<br />

We have audited the financial statemenm on pages 34 to 67 which have been prepared under the histodcal cost<br />

convendon and on the basis of the accounting policies set out on paSes 40 to 42.<br />

Respectiye responsibilities of Dlrectors and Auditors<br />

As descdbed on pa6e 32, EMI Group's Directors are responsible for rhe preparation of the financial statemenm. It is our<br />

responsibility ro form an independent opinion, based on our audit, on those financial sratements and to report our<br />

opinion to you.<br />

Basis of opinion<br />

We conducred our audit in accordance with Auditing Standards issued by the Audiring Pracrices Board. An audit<br />

includes examination, on a test basis, of evidence relevant to the amounts and dlsclosures in the financial staternents.<br />

Ir also includes al assessment of the significant estimates and]udgements made by the Directors in the preparation<br />

of the financial statements, and of whether the accounting policies are appropriate to the Croups circumstances,<br />

consistenrly applied and adequately disclosed.<br />

We planned and performed our audit so as to obtain all the information and explanations which we considered<br />

necessary il order to provide us with sufficient evidence to give reasonable assurance that the financial statements<br />

are fiee ftom material misstatement, whether caused by fraud or other ineSuladry, or enor. In forming our opinion<br />

we also evaluared the overall adequary of the presenlation of information ir the financial sratements.<br />

0pinion<br />

ln our opinion the financial slatements give a rrue and fair view of the state of affairs of the Company and of the Group<br />

as at 3l March <strong>1998</strong> and of the profit of the Croup for the year then ended ald have been properly prepared in<br />

accordance with the Companies Act I 98 5 .<br />

Corporata govcrnance matters<br />

ln addition to oul audir of the financial statements we have reviewed the Directors' statements on pages 23 and 24 on<br />

the Company's compliance with the paragraphs of the Code of B€st Practice specified for our review by the London<br />

Stock Exchange and their adoption of the going concern basis in preparing the financial statements. The obiective of<br />

our review is ro draw altention to any non-compliance with Listing Rules 12.43(j) ard 12.43(v).<br />

We carried out our review in accotdance with Suidance issued by the Auditing Practices Board, and assessed<br />

wherher the Directo$' statements on going concern and internal financial control arc consistent with the information<br />

of which we are aware ftom our audit. That Suidance does nor require us to pedorm additlonal work necessary to,<br />

and we do not, express any opinion on the effectiveness of either the croups system of intemal financial con[ol or<br />

its corporate govemance procedures, nor on the abiliry of the Croup to continue in operational existence.<br />

Opinion<br />

wirh respecr to the Dtectors' statements on intemal financial control and Soing concem on pages 23 and 24, in our<br />

opinion the Directors have provided the disclosures required by the ListinS Rules referred to above and such<br />

statements are consistent with the information of which we are aware fiom our audit work on the financial<br />

statements.<br />

Based on enquiry of cenain Directors ald officers of the Company. and examination of relevant documents.<br />

in our opinion the Direcrors' statement on pages 23 and 24 appropriately reflect the Companys compliance with rhe<br />

other paragraphs of the Code specified for oul review by Listin8 Rule 12.43(j).<br />

Emst & Young<br />

Chartered Accountants<br />

Registered Auditor<br />

London<br />

27 May <strong>1998</strong>


Consolidated profit and loss account<br />

<br />

<br />

<br />

Tumover<br />

- continuinS operations<br />

- difqlrttgg4gp-qlions ( <strong>1998</strong>: HMV; 1997: HMV and Thom)<br />

Total tumover<br />

Cost of sales<br />

Gross profit<br />

Distribution costs<br />

Administntion expenses<br />

Other operating income (expenses)<br />

<br />

<br />

<br />

<br />

<br />

Opgra!{rg prolt<br />

<br />

<br />

Non-opentint exceptional items:<br />

Profits 0osses) on businesses disposed of or terminated<br />

Profits (losses) on disposal of fixed assets and investments<br />

hofit before finance charges<br />

Finalce charges<br />

hofit on ordinary actMties before taxation<br />

Taxation on profit on ordinary aclivities<br />

hofit on ordinary acrivities alrer taxation<br />

Minoriry interests (equity)<br />

Profit attributable to members of the HoldinE company<br />

Dividends (preference)<br />

Dividends (equiry)<br />

Dividends (demerger)<br />

Transfer to (from) profit and loss reserve<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 />

oter R.conclllatlon of adjustcd earnlngs<br />

hofit anributable to members of the HoldinS Company<br />

(includinS exceptiona.l items)<br />

Dividends (preference)<br />

Eamings<br />

Eamints<br />

Adiustments:


lxcepnonal<br />

<br />

<br />

<br />

<br />

<br />

<br />

D€m€rged business<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 />

<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 />

<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 />

<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 />

<br />

rool (Exl r llt.lY)


Fixed asscts<br />

Music publishing coppighrs<br />

Tangible fixed asse(s<br />

Investments<br />

Investmenm: own shares<br />

Curent arsets<br />

Stocks<br />

Debtors: amounrs falling due within one year<br />

Debtors: amounts falling due after more thal one year<br />

Investments and short,term deposits<br />

Cash at bank and in hand<br />

Cruditors: amounts falling due within one year<br />

Boffowings<br />

Orher creditors<br />

l{et current assets (llabiliti€t<br />

Total assets lcss current liabilities<br />

Crrditors: amounrs falling due after more thal one year<br />

Bonowings<br />

other creditors<br />

<br />

<br />

<br />

Capital and rcserves<br />

Called-up shue capiral<br />

Share premium account<br />

Capital redempdon reserve<br />

Other reserves<br />

coodwill<br />

Profit and loss resewe<br />

Equity shercholderc' funds<br />

l{inority interrsts (equig)


Statement of total rccognised gains and loeses<br />

<br />

<br />

Profit for the financia.l year<br />

<br />

cunency retranslation<br />

<br />

(tojset galns grrlorelgn cunency bonowings<br />

<br />

<br />

<br />

<br />

<br />

<br />

Reconciliation of rnovements in strareholders' funds<br />

for fte year ended 3l Mdch lsBE<br />

Profir for rhe financial yedr<br />

DMdends (preference)<br />

Dividends (equity)<br />

Dividends (demerger)<br />

Scrip dividend adjustmenr<br />

Other recognised (losses) gains<br />

Goodwill:<br />

On acquisitions (subsidiaries)<br />

On acquisitions (associates)<br />

On disposals<br />

On demerger<br />

Shues issued<br />

Share capiral reorganisarion<br />

Net decrease in shareholders' funds for the year


Consolidated cash flow statement<br />

for lhe year ended 3l March <strong>1998</strong><br />

<br />

<br />

EMI & HMv<br />

Demerted<br />

buslnets<br />

<br />

<br />

<br />

Net cash inflow from operating actiyltics<br />

Returns on investments and sewicing of llnance<br />

lnterest received<br />

Interest paid<br />

Interest element of finance lease paymens<br />

Dividends paid to minorities<br />

Dividends paid to preference shareholders<br />

l{et cash outflow from rcturns on investments and<br />

servicing of finance<br />

Tax paid<br />

Capital erpenditur€ and financial investmcnt<br />

Purchase of tangible fixed assets<br />

Sale of tangible fixed assets<br />

Purchase of investmentsr own shares<br />

Purchase of fixed asset investments<br />

sale of fixed asset investments<br />

Loans made to associated unde akinSs<br />

l{et cash outflow from capital erPenditurc<br />

and flnancial inYestment<br />

Acquisitions and dliposals<br />

Purchase of associated undertakings<br />

Loans repaid by associated unde akinSs<br />

Purchase of businesses'<br />

Deferred consideration Paid<br />

Disposal of businesses'<br />

Defened consideration received<br />

Demerter ofThorn'<br />

llet cash inf,ow (outfiow) from acquisitions and disposals<br />

Equity Dividends paid<br />

et cash (outflow) inflow before manaS€mcnt of<br />

liquid tesources d financlng<br />

lssue of ordinary Share caPital<br />

Share capital reorganisation<br />

ManaSement of liquid resouces<br />

FinancinS: New loans<br />

Loans rePaid<br />

Capital element of flnance leases<br />

llet cash inf,orv (outfiow) from manaSement of<br />

liquid rcsources and financing<br />

lncrrase (decrease) in cash<br />

'lncludins.ash acquircd/disp6€d<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 />

<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 />

I eo fut a utravTdemerged business split is not available for the year ended 3l March 199?'


to net cash inflow from<br />

Operatiq PIofit<br />

Depreciation charge<br />

Exceplional asset wdte dotrrn<br />

Amouffs Fovided<br />

Provisions utilisedl<br />

Disposals and fundamental reo4anisations<br />

Other<br />

(hoflt) loss before tax of associated undeftakirys<br />

Dividends received from associatd undefiakirys<br />

(Incease) deoease in working capital:<br />

Stock<br />

Debrors<br />

Creditors


Accounting policies<br />

Easis of pr"paration<br />

The consolidaled financial statements are prepared under rhe hisrorical cost convenrion and in accordance wirh<br />

applicable accoundng staldards. The results of the Thorn business up to demerger (Autusr 1996) are included under<br />

demerged business in the comparatives. Meaningful comparisons for rhe cunent year can be made ar the EMI<br />

& HMV level.<br />

Following the disposal of HMV ard Dillons ("HM\r') on 28 March <strong>1998</strong> and in accordance wirh FRS3.<br />

discontinued operations in the curent year includes HMV and in the comparative includes borh HMVand the Thom<br />

business, up ro the dare of disposal/demerger<br />

The share capital reorganisation took place on 2l luly 1997 and earnings per share and divid€nds per share for<br />

the year ended 3l March 1997 have been restated to reflecr the preliminary reorganisation €lements refeffed to in<br />

Note 23 as required by UK CAAP and to enable meaningful comparisons to be made.<br />

Basis of consolidation<br />

The consolidated financial statements comprise the accounts of the company atd its subsidiaries. The results<br />

ofall subsidiaries are taken from their accounts made up ro 3l March. The results of sulsidiaries and associated<br />

undertakings disposed of or acquired during the year are included up to, or from, the dare rhat control passes.<br />

Changes in eccounting policics and pr€sentation of ftnancial lnformation<br />

During the year, the Accoundng Standards Board issued Financial Repofiing Srandard 9 - Asslciates and llintventures<br />

(FRsg) and Financial <strong>Report</strong>ing Srandard lo - Goodwill and tntonqible Ass?ts (FRs l0). FRS9 affecrs mainly rhe disclosure<br />

of investments cunently classified as associates, with addirional information beint required. The main impact of<br />

FRs 10 is to require the capitalisation and amonisation of goodwill and intangible assers. These standards will be<br />

adopred by rhe Croup wirh effecr from I April <strong>1998</strong>.<br />

Foreign currcncies<br />

Transacrions denominated in foreiSn cunencies are recorded ar the rares ofexchange ruling at the date of the<br />

tnnsaction. Monetary assets and liabilities denominated in foreign currencies are rettanslated into sterling eirher<br />

at year-end rares or, where there are related forward foreign exchan6e contracts, ar conftact rates. The resulting<br />

exchalge differences are dealt with in the determinafion of profit for rhe financial year<br />

On consolldation, averaSe exchange rates have been used to translate rhe resulrs of overseas subsidiuies<br />

and associated undenakings.<br />

The assers and liabilities ofoverseas subsidiaries and associated undertakings are fianslated into srerling<br />

at year'end rates. Exchange differences adsin8 from the re[anslarion ar year-end exchange rates of:<br />

(i) the openinS net investment in overceas subsidiaries and associared undertakings and foreign currency<br />

bonowings in so far as they are matched by those overseas invesrments; and<br />

(ii) rhe results of overseas subsldiades and associated undertakings,<br />

are dealt with in Group reserves.<br />

Turnovcr<br />

Tumover represents the invoicedvalue of goods and services supplied by the company and its subsidiades.<br />

Tumover excludes value added tax and similar sales-relared taxes.<br />

Reorganisation and integration costs<br />

costs reladng to fundamental reorganisation are charged as non,opendng exceptional items. other reorganisadon<br />

costs are charged asainst oPerating Profit and are separately disclosed when material due to their size or incidence.<br />

P€nsion costs<br />

Pension costs which are determined in accordance wirh Satemenr of Standard Accounting practice 24 - Accounting f\r<br />

Pensiln clsts (ssAP 24), are charged to the profit and loss account so as to spread the cosr of pensions over the working<br />

lives ofthe employees within the GrouP. Valuation surpluses or deficirs are amorrised oveithe expected remaining<br />

workinS life wirhin rhe Group ofthe relevant employees (estimated ro be g years in respect of rhe uK). The<br />

amortisation ofvaluation surPluses is resficted to an amount equal to the regular pension cost. Accordingly, employer<br />

exPense in resPect of the main scheme, which covers employees in fhe UK, has been taken as nil for each of tn" t-o<br />

years ended 3l March <strong>1998</strong> for reasons of conseruatism.


Asso(iated undertakings<br />

Associated undertakings are those business€s, other than subsidiaries, in which the Group has a beneficial interesr<br />

and over which it exercises siSnificant inlluence. The Group includes its share of profits and losses of all associated<br />

underrakings. The results ofassociated undertakings are taken from thet accounts made up ro 3l March or such eulier<br />

date (not prior to 3l December) which represents their financial period end. Invesrmens in associated undertakings<br />

are stated at the Group's shue of the underlying net asset values.<br />

As mentioned above, FRSg will be adopred wirh effecr from I April <strong>1998</strong>.<br />

Goodwill<br />

Coodwill, being the excess of the consideration paid over the fair value ofthe separable ner assets acquired, is charged<br />

directly against shareholders' funds in the year of acquisition. ln view of the significanr amounts involved, rhe<br />

curnulative 8oodwill arisint on acquisitions after 3l March 1985 and charged atainsr shareholders' funds, is separately<br />

idenlified in the Group balance sheet in a goodwill reserve.<br />

On the disposal or closure ofany business acquired aJrer 3l March 1985, the profit and loss account includes a<br />

charge in respecr ofthe Soodwill previously wdtren offagainst shareholders' funds on the acquisition of the business.<br />

As mentioned above, FRSIO will be adopred wirh effecr ftom I April <strong>1998</strong>.<br />

l,lusic publishing copyrights<br />

Music publishing coplrights purchasedprior to I April 1989 were lwirten off againsr shreholdem funds on<br />

acquisition. CopyriShts acquired as a result ofacquisitions on or after I April 1989 are treared as intalgible assers<br />

in the Group balance sheel. The capitalised amount ofsuch copyrighrs. being their purchase cosr, is subjecr to<br />

amorrisadon only to the extent that royalty income generated by the rotal music publishing copyrights portfolio<br />

is insu-fficient to suPPon ils bookvalue. All costs anributable to copyrighrs obrained in rhe normal course of trade,<br />

and not as a result ofthe acquisidon of a business, are wdtten off as incurred.<br />

As mentioned above, FRS10 will be adoptedwith effecr from I Apdl <strong>1998</strong>.<br />

AdYances to artists<br />

Advances to artists and repertoire owners are assessed and rhe value of rhe unrecouped portion ro be included<br />

in debtors is determined by the prospects offufure recoupment, based on past sales performance, curent populariry<br />

and projected sales.<br />

Leased assets<br />

Assets held under finance leases are included as tangible fixed assets at theh estimated purchase cost and depreciated<br />

over their expected useful lives, or over the primary lease period, whichever is shorter The obligations relating ro<br />

finance leases (net of finance charges allocated to future periods) ue included under borrowings due within oiafter<br />

one year, as aPPropriate. oPerating lease rentals are charged to the prolit and loss accounr on a srraighFline basis over<br />

the lease term.<br />

Deprcciation of tangible lixed assets<br />

DePreciation of tanEible fixed assets is calculated on cost ar rares estimated to \4,rire off rhe cost less the estimated<br />

residualvalue oI the relevant assets by equal annual amounts over their expected useful lives; effecr is 6iven, where<br />

necessary, to commercial and technical obsolescence.<br />

The alnual rares used are:<br />

Freehold buildings and long-term leasehold properry Z%<br />

Short-rerm leasehold properry<br />

Period of lease<br />

Plant, equipment and vehicles<br />

lQ-33t/z%<br />

Stocks<br />

Stocks and work in progress are stated at the lower ofcosr and net realisable varue, less pro$ess paymenrs on<br />

uncompleted contracts and provisions for expecred losses. cost includes manufacruring overheads where appropriate.


f.dlllll poli..dfr.d<br />

trrldlcn<br />

lte conpany has uDdeftak€n to disdurge the liabiliry to coryorauon ax of dre rnajodty of its wholy oy\tned IJK<br />

suboidiarie& Iheir UKEX llab ities ar€ thelefore dealt wtuh ln the accoun6 of the Conpany.<br />

Ilefened ta&tlon ts calculared using fte liabtlity flErbod in rspect of timlDt diffeNnces atulry pr|rrarily fton<br />

the diffelEncc between tbe accountiry and hx teauDetrts of deprcciation hovision is made, oI recovery andclPate4<br />

wherc tlming differences are expected tio r€vqse wnhout r€placn€nt in the forcse€able fuiu€.<br />

Hnrnalrl hrtrlrlnJlt3<br />

Interest nte ageetrtenr whidr are used to manage inter€st rate dsk on the Group's bonowings ue accounted for on<br />

an accruals basis. Finarce ctrarygs indude the net htoest payable or rcceivable utrder lat€rest rate sw-dP ageenrents.<br />

Interest rale cap premia art amordsed wer the life&ne of the caP throuth ffnance cba{es


By cless of business:<br />

!MI Music<br />

other businesses<br />

Gontinulng op"tatlons<br />

Discontinued opentions<br />

-HMV<br />

El.ll & Hlilv<br />

Discontinued operadons<br />

- Demerged business<br />

Total<br />

operating exceptional items<br />

Operating profit<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 />

<br />

<br />

By orlgln:<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

The table below shows the by origin segmental analyses for the EMI Music business as representative of the fuure<br />

pdncipal business of the Group.<br />

By origin - El'll l,lusic:'<br />

United Kingdom<br />

Rest of Euope<br />

North Ame ca<br />

Asia Pacific<br />

Other<br />

Eltll Music<br />

Operating exceptional items<br />

openting profit<br />

,lncludes corporat€ ernplo''€es<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

By destination:<br />

United Kintdom<br />

Rest of Euope<br />

North America<br />

Asia Pacific<br />

other<br />

El,ll & Hilv<br />

Demer8ed bushess<br />

Total


l{otes to the fin rxial itateftents continued<br />

<br />

The reconclllation of operatlng .rsets to net as3cts (llablliti€s) is as follms:<br />

<br />

<br />

<br />

Capital employed<br />

!q!Slqt4nC'<br />

Net assets (liabilities)<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

C.ndEiit Continuint<br />

an €n<br />

Dis.onIinued<br />

- DenerS€d<br />

[Ml& HMv busin€ss<br />

<br />

<br />

Cost of sales is analysed as:<br />

- normal<br />

- exceptlonal<br />

<br />

<br />

Net operatint expenses:<br />

Dist bution costs<br />

Administration expenses<br />

Other operating (income)<br />

<br />

<br />

analysed as:<br />

- normal<br />

- exceptiona.l<br />

Shue of (profits) less losses of<br />

associated undenakings (0.9)<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

other operating income principally comprises income from joint rnarkedng agreements, prope y income and net<br />

patent income.<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

Operatint profir is srated a_fter charging:<br />

Depreciation of tangible fixed assers<br />

Operaring lease rentals:<br />

Property<br />

Plant, equipmenr and vehicles<br />

Research and development expenditure<br />

Year 2000 costs<br />

The Year 2000 costs are being heated ln accordance with UITF 20 and being written off as incured, or capiralised<br />

where the costs are value enhancing to the systems concemed. The costs charged to the profit and loss account this<br />

year were f 5.2m.


4. Fees to auditors<br />

Audit fees<br />

Other fees paid to Emst & Young:<br />

UK<br />

Non-UK<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

WaSes and salades<br />

Social security costs<br />

Other pension cosrs (see Nore 28)<br />

<br />

<br />

Details of remuneralion for each Director, compensation for loss of office. pinsion enrirlements. long-tem incentive<br />

scheme interests and share options are included in lhe Remuneration comminee repofl on pages 2 5 to 3 I .<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

Interest payalle onl<br />

Bank overdralts and loans<br />

<br />

<br />

<br />

<br />

Bank andother inrerest receivable<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

I an ruI a ulrvTdemerged business sPlit is nor available for rhe year ended 3l Much<br />

<br />

1997. The an"ryo, or ,o,a<br />

net finance charSes for that year of f2 5.5m was: interest payable on bank overdrafts and loans f39.5m other interesr<br />

payable f,6.3m: bank and other interest receivable f2o.3n<br />

During the year, a number of interest late caps were acquired by the croup in order to manate interest Iate dsk.<br />

Dehils of these caps and other financial instruments held at the yeu end to manage interest rate risk are given in<br />

Note I 7(iv).


Notes to tfic finan ial stat€ments continued<br />

7. Taxation<br />

Taxarion on profit on ordinary aclivities:<br />

United Kingdom:<br />

Corporation tax<br />

Advance corporation tax $Titten back<br />

Dou-ble laxation relief<br />

Ove$eas taxalion<br />

Defened taxation:<br />

United Kingdom<br />

Overseas<br />

Associated undertakings' taxation:<br />

Overseas<br />

wirhholding taxes<br />

Prior year adiustments:<br />

cunent taxation<br />

Defened taxation<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 />

Demerged business<br />

1<br />

97<br />

Total 't 292<br />

rhe chuge for taxation has bien ieducea by utilisation of tax losses of fo'4m ( 1997: fl 8m)'<br />

There is no unprovided defened taxation arising in the year.<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 />

<br />

<br />

<br />

<br />

<br />

<br />

(l) Preferencc<br />

A preference divi


(i) Opcratlng exccptlonal ltcms<br />

EMI Music - resructurint costs<br />

costs of integration an4 other<br />

<br />

<br />

<br />

<br />

(ll) Ion-opcr.ting €rccptiond ltcms<br />

Profits (losses) on business disposed ofor rerminatedt<br />

HMV<br />

other<br />

Profits oosses) on disposal of fixed assets and investments'<br />

Et' & HrV<br />

<br />

Demerged business - Fofit on disposal of fixed assers<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

Tolal l9!,3 28-7<br />

t Prolirs 0osees) on businesses dlsPosed of or terininated lnclude 141.2m ( 1997: fNil) of 8oodwiU wnllen back in the year'<br />

* nofits 0osses) on fie disposal ot liied assels and invesmenls includes €Nil ( 199?: f l.l m) of toodwil wriften back in tu y€ar.<br />

The attributable raxarion charge relating ro non,openting exceptional items is f 32.9m (1997: EMI & HMV €17.6m,<br />

DemerSed business €0.7m).<br />

10. Earnings per ordinary share<br />

Basic eaminSs per ordinary Share is calculated as follows:<br />

Profit atnibutable to members ol the HoldinS Company<br />

Weighted average nurnber of ordinary Shares in issue<br />

Eamilrgs per Ordinary Share<br />

Fully diluted eamings per Ordinary Share is ca.lculated as follows:<br />

Adjusted profit amibuta.ble to membe$ of the Holding Compaly<br />

Adiusted weighted average number of Ordinary Shares<br />

<br />

<br />

Adjusted basic earninSs per Ordinary Share is ca.lculated as follows:<br />

Adjusted eamings<br />

Weighted average number of ordinary shares in issue<br />

Adjusted eamilgs per ordinary Share<br />

Adjusted fully diluted eamings per ordinary Share is calculated as follows:<br />

Adjusted fully diluted earnings<br />

Adjusted we{hted average number of ordinary Shares<br />

<br />

<br />

{200.5m f232.lm €26s'4m<br />

815.5m 8'14-7m 8'15'4m<br />

Adjusted eamings per Ordinary Shue 24.6p 26.5p 30.8P<br />

Adiusted earnirys per Ordinary Shue calculations are based on eamings before the impact of both operating and<br />

non,op€rating exceprional irems. They are included as they provide a better understanding of the underlying trading<br />

performance of the GrouP on a normalised basis.<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

The Ordhary Share figures and, therefore, eamings per Ordinary Share fitures for the year ended 3l March 1997<br />

have been restated for the effecr of the preliminary reorSanisation elements of the share caPilal reorSanisadon on<br />

21 July 1997. (see Note 23(vi)).


otes to the ffnarkial sftern€nts continu€d<br />

I l. Music publishing copyrights<br />

Group<br />

<br />

<br />

<br />

<br />

No amortisation was provided at 31 March <strong>1998</strong>, or at 31 March 1997, in accordance with the Group's accounting<br />

policy as set out on page 41.<br />

<br />

<br />

<br />

<br />

12. Tangible lixed assets<br />

Group<br />

Cost at 3l March 1997<br />

Cu[ency retranslation<br />

Acquisition of businesses<br />

Disposal of businesses - HMV<br />

Addirions<br />

Disposals<br />

<br />

Depreciation at 3l March 199?<br />

Currency retranslation<br />

Disposal of businesses - HMV<br />

Charge for year<br />

Exceptional asset write doPns<br />

<br />

<br />

Leasehold<br />

properry<br />

Plant<br />

equipment<br />

and<br />

vehicles<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

17.7 290.2<br />

(o.e) (23.7)<br />

(8.0) (131.2)<br />

3.9 86.6<br />

0.8 6.1<br />

( r.1) (3o.1)<br />

<br />

<br />

<br />

<br />

Disposals<br />

<br />

Depreciation at 3l March <strong>1998</strong> <br />

<br />

<br />

Freehold property includes land having a cost of €69.Im ( 1997: f89.lrn) which is nor depreciated.<br />

<br />

<br />

<br />

<br />

The net book values shown above include the followingl<br />

long-term leasehold property<br />

Short-term leasehold property<br />

Finance lease assets<br />

Assets in the course of construction<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

Company<br />

planr<br />

equipmenr<br />

rrasehold<br />

ar<br />

Eoperty vehjcles<br />

Cost at 3l March 1997<br />

Additions<br />

!lPgEl!<br />

Cost at 3l I'larch <strong>1998</strong><br />

Depreciation at 31 March<br />

charg€ for year<br />

Disposals<br />

at 3l<br />

Eltrq!!!9n<br />

llet book values 3l


13. Fixed asset investments<br />

lnvestments compdsel<br />

Subsidiary undertakings<br />

Associated undenakints - HMV Media Group plc<br />

Orher investments<br />

Listed investments<br />

tlnlisred investments<br />

- Other<br />

<br />

<br />

<br />

<br />

<br />

<br />

t991<br />

<br />

<br />

<br />

<br />

<br />

t991<br />

<br />

<br />

<br />

<br />

€m<br />

<br />

<br />

<br />

<br />

<br />

(i) lnvestm€nts in subsidiary undertakings<br />

Company<br />

<br />

<br />

<br />

<br />

At 3l March 1997<br />

Addidons<br />

Disposals, transfem and other movements<br />

At 3l ltarch 1997<br />

Details of significant subsidiary undertakints are set out in Note 32.<br />

<br />

<br />

<br />

<br />

<br />

(ii) ksociatcd undertekings<br />

Group<br />

coodwill Shar€ oI<br />

Mirren olf ner asFts<br />

<br />

<br />

<br />

<br />

<br />

At 3l March 1997<br />

<br />

<br />

Currenry refanslation<br />

<br />

<br />

<br />

Additions'- HMV Media Group plc<br />

<br />

<br />

- other<br />

<br />

<br />

Ner losses for the period<br />

<br />

Disposals, loan repayments ald reclassifications <br />

<br />

<br />

<br />

.Toral considendon on purchase of associated underr.kin8t comPrises cosIs and loans lolallinS t87.9m ( 1997: f54.6m)<br />

The bridging loan rnade ro HI{V Media Group plc was not made by the Company, but by another company within the<br />

EMI Group. (See Notes 29 ard 3l for further details of the HMV Media Group plc ransaction).<br />

Company<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 />

The Company holds investments at cost.


Notcs to th€ finan.ial statements continued<br />

13. Fixed asset investments continued<br />

(iii) Other inYcstments<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

Gro0p<br />

€m<br />

43.5<br />

(1.4)<br />

<br />

<br />

s.9 <br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

14, lnvestments: own shares<br />

The EMI Group ceneral Employee Benefir Trusr ( EBT) was established in order ro hedge the future obligarions of the<br />

Group in respecr of shares awarded under the Senior lxecutive Incenriv€ Plan, the IMI Music Long-Term Incendve<br />

Plan and other share-based plans. ell shares held at 3l March <strong>1998</strong> were held for this puryose. The Trustee of rhe EBT,<br />

EMI Group Trustees (Guemsey) Limited, purchases the Company s ordinary Shares in the open muket with financht<br />

Provided by the Company, as required, on the basls of regular reviews of the anticipated share lialilides of the Croup.<br />

On 21 July 1997, the Company effected a share capital reorganisation (see Note 23(vi)), the commercial effect of<br />

which was to double lhe num-ber of shares via a bonus issue and then return one tenth of the Group's market<br />

capllalisation to shareholders on the register at 18 .July 1997 (the "R€cord Dare'). The reor6anisation involved several<br />

stages which had an ultimate effect of convertint every five Ordinary shares of 25 pence each, held at the Record<br />

Date, into nine new Ordinary Shares of 14 pence each ald five cumularive redeemable preference B Shares ofnominal<br />

value 114.5 pence each.<br />

At the Record Date, the EBT holding of 5,850,245 Ordinary Shares of 25 pence was restated to 10,530,441 new<br />

Ordinary Shares of 14 pence each and 5,850,245 cumularive redeemable preference B Shares of l14-5 pence each. The<br />

cumulatlve redeemable preference B Shares could not be used to setde the future obligations of the Group in respect<br />

of share awards and were redeemed at their nominal value. The proceeds of this share redempdon were rhen used to<br />

purchase new Ordinary Shares of 14 pence each in the Company, wer the period berween 29 July 1997 and 6 August<br />

1997, at prices rangint ftom 566 pence to 583.5 pence per share.<br />

Furure obliSadons under existing plans have been rebased to reflect the commercial effecr ofthe share capita.l<br />

reorSanisation.<br />

The cost of the shares expecred to be awarded under each plan is amo ised evenly over the period from the<br />

original grant of the pa.rticulal award to the time ofvesting. This is normally a period of not less than thrce years.


14. lnvestm€ntsi own shares continucd<br />

Group and Company<br />

At I April 1997<br />

Sha.res puchased<br />

Awarded by the EBT pre shue<br />

capilal reorSanisation<br />

he sha.re capital reorSanisation<br />

share capital reortanisatio! alljustment 4,q8046<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 />

<br />

<br />

<br />

Raw materials and comPonents<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

Due within one year:<br />

Trade debto$<br />

Amounts owed by subsidiary undertakings<br />

Amounts owed by associated undertakinSs<br />

Corporate taxation recovenble<br />

Defened consideration receivable<br />

other debtors<br />

lrepayments<br />

and accluqlingqme<br />

Due after more than one year<br />

hepaid pension contribudons<br />

Corporate taxation recovenble<br />

other debto$<br />

hepayments and accrued lncome


t{otes to th€ ffnancia! stat€ments continued<br />

Long-term borrowings<br />

.Loans<br />

Finance leases<br />

Less: loars repayable wirhin one year<br />

Total long-term borrowings<br />

Short-term borrowings<br />

toals ald overdrafts<br />

Finance leases<br />

Shorr-term element of long.lerm loans<br />

Total short-term borrowings<br />

Total borrowings<br />

Iiquid Iundsr<br />

Investments and short-term deposits<br />

Cash at bank and in hand<br />

Lct bomwings<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

Long'rerm borowints include flol.5m ( 199'l: Et25.6m) of bonowings repayable wirhin one year, which are<br />

drawings under long-term commirred facilities and therefore have been classified as such.<br />

LonS'term bonowings also include a US dollu privare placernent (book vatue f I 7.9m) with a fair value of<br />

fl7.lm(de ved from a valuation model). The majoriry of other bonowings and liquid tunds are shon-term in narure<br />

and carrying values approximate to market values.<br />

Under their banklng arrantements, overdnft and cash balances of the Company and of cenain subsidiaries are<br />

pooled or offset and cross-guaranteed. Such pooling and offsets are reflected in the Group balance sheet as appropriare.<br />

GrouP borowings include €5.8m (1997: f8.2m) which is secured on assets held under finance leases.<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

(i) Analysis of net borr,owings by curency<br />

Group<br />

<br />

US dollar<br />

fapanese yen<br />

Australian dollar<br />

French franc<br />

Swedish krona<br />

Dutch 6uilder<br />

Deutschmark<br />

Sterling<br />

Othet currencies<br />

Finance leases<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

(ii) Analysis of net bonowings by<br />

Gruup<br />

interest rate<br />

Fixed rate<br />

Floating rate<br />

W.lghtd<br />

ta<br />

am<br />

<br />

<br />

<br />

<br />

<br />

1.6 953.5


17. Borrowings continued<br />

(iii) l.latudt analFis of long-tcrm borrcrylngs<br />

<br />

<br />

<br />

<br />

Amounts fallint due after more than one year<br />

are repaya-ble as follows:<br />

Between one and two years<br />

<br />

Berween two and five yea$<br />

<br />

Alter five years:<br />

By instalrnents<br />

<br />

<br />

The amount of debi, any of which falls due tor pJy,rnen- xter rnore thal five years, is f5.8m ( 1997: f8.2m).<br />

(lv) Financid instrumcne<br />

a) Interest rate a8reements<br />

ln order to matage inrerest late risk the Group has entered into certain interest late cap aEreements and ituerest rate<br />

swap aSreements.<br />

As at 3l March <strong>1998</strong>, outstanding interest rate cap agreements were as follows:<br />

Group<br />

Nononal Terminadon<br />

pincip3l dat€<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

The oumtanding interest rate swap agreements at 3l March l99E related to the Group's Us dollar lonS-term<br />

borrowings and were as follows:<br />

Group and Company<br />

Norioml T€rminadon<br />

principal dai€<br />

<br />

<br />

Interest rate swaps:<br />

US dollar - pay floatinS rate and receive fixed late<br />

The croup had no other interest late derivatives at 3l March <strong>1998</strong>.<br />

<br />

<br />

b) Forward exchange agreements<br />

Forward exchange rate connacts held at 3l March 199E by the GrouP were as follows:<br />

Group<br />

<br />

<br />

<br />

<br />

FundinS<br />

Forward contncts reladng to HMV Media Group plc<br />

(see Note 3l for further detail'<br />

Tnnsacdon hedging<br />

The Group had no other foreign cunency derivatives at 31 March <strong>1998</strong>.<br />

€m<br />

0.1<br />

0.1<br />

*whee Milable ldker nr6 haE b€€n us€d ro derermine f.ir valrcs. valuad,on models hive b€en used wher€ su€h rales are nol avallible.


tlot€s ta th€ financi J slalenl€nts corntinu€d<br />

18. Cash, liquid resources and financing<br />

The following definitions have been used:<br />

Cash: Cash in hand and deposits repayable on demand if available within 24 hours without penalry ard including<br />

overdrafts.<br />

Liquid rcsourre: Investments ald depmits, orher rhan rhose included as cash, which are readily convertible into<br />

knowrl amounts of cash.<br />

Financing: Borowings less overdrafts which have been treated as cash.<br />

Andysis of mov.ment in thc Grcup's n€t bonowlngs ln the year <br />

Cash at bank and in hand<br />

overdraffs<br />

Cash<br />

Debt due after more than one year<br />

Debt due within one year<br />

Finance leases<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

Dirpoel or<br />

HMV<br />

<br />

<br />

rxchinSe<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

Cash flow on financing of €(608.9)m is split betlveen new loans of €(717.9)m.loani repua ot e tOO.Sn and capital<br />

element of finance leases repaid of€2.1m.<br />

on 28 March <strong>1998</strong>, the Group disposed of the net assets and goodwill of HMV The impact of this disposal on the<br />

cash flow statement is a net cash inflow ftom disposals of f434.2m, the liquid rcsouces and financing disposal impact<br />

of €(5 3.5)m (non'cash element of bonowings) is included in the analysis of movement in the croup s net bofiowings<br />

above. (see Nore 29).<br />

Analysilof mwement in th. Grlup's nct borrcwings in the tcar cnded 3l March 1997<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

cash at banli and in hand<br />

<br />

Overdrafts<br />

<br />

Cash<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

Financin8<br />

<br />

Current asset investments<br />

<br />

Cash deposits<br />

<br />

Liquid resouces<br />

46.5 (sz.',t) (lo.e) 100.2<br />

Total<br />

<br />

Thc Grrup's net borrowings at 3l l,larch <strong>1998</strong> comprised:<br />

Investments and shon-term deposits<br />

cash at bank and in hand<br />

BorowinSs due within one year<br />

Borrowings due after more than one year


19. Other creditors: amounts falling due within qne year<br />

Trade creditors<br />

Royalties and fees payable<br />

Amounts owed to subsidiary undertakinSs<br />

Amomts owed to associated undertakints<br />

Corporate taxation<br />

Other laxes including VAT and social security costs<br />

DMdends payable<br />

other creditors<br />

Accruals and defened income<br />

Group<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

20. Other creditors: amounts falling due after more than one year<br />

Amounts owed to subsidiary undertakings<br />

Corponte taxation<br />

Def ened consideration payable<br />

Accruals and defened income<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

21. Deferred taxation<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

Excess of accumulated taxation allowances over<br />

depreciarion provided against tangible fixed assets<br />

Other dming differences<br />

Advance corporation tax<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 />

No provision has been made for further taxes which could arise iI subsidiary or associated uldertakings are disposed<br />

of or iI ove$eas companies were to remit dividends to the UK in excess of those anticipated in these accounts; it is<br />

considered impracticable to esdmate the amount of such taxes.<br />

The Company has undertaken to discharge the liabiliry to corpontion tax of the majority of its wholly owned UK<br />

subsidiaries; their defened rax liabilities ue therefore dealt with in the accounts of the Company.<br />

There is no unpmvided defened tax lia.bility at 3l March <strong>1998</strong>.


Noies to the finarrial stdeaEnts (ontinued<br />

22, Other proyisions for liabilities and charges<br />

Grcup<br />

<br />

curency retranslalion<br />

Provisions udlised<br />

charged atainst:<br />

Operating profit<br />

Exceptional items<br />

(Disposal) acquisition of businesses<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

Reclassilicadon<br />

<br />

<br />

The pension provisions adse in overseas companies in respect of state schemes and employees covered by the Group s<br />

unfunded schemes.<br />

Trading provisions include royalry audit and orher tnding provisions charged through operating profit before<br />

excepdonal items and res[ucturint and reorganisation provisions charSed throuSh operating exceptiona] items.<br />

ftwisions utilised relating to restructuring and reorSanisation provisions in the cash flow include f72.0m spent<br />

against the EMI Music restructuring provision set up h 1997 and f7.8m spent against restrucruring provisions set up<br />

in previous yea$.<br />

Provisions utilised telating to disposals and fundamental reorgadsations in the cash flow include f0.7m<br />

spent a8ainst the provision for HMV disposal costs set up in the year and f8-4m spem against provisions sel up in<br />

previous yea$.<br />

Company<br />

<br />

<br />

Transfe$ to Croup companies<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

Disposaland Acqsisidon<br />

fundamental and<br />

reorganisation inregation<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

23. Share capital and share premium account<br />

Grcup and Company<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

Aurhoris€d<br />

sharc capital<br />

r9t8 t991


23. Share capital and share premium account continued<br />

(i) Ordln.ry Sh.res in lssue<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

At 2l llly 199'l<br />

One for one bonus issue of<br />

f:p shares<br />

Prcliminary reorganisation,<br />

consolidation and share split"'<br />

Allotment of B shares<br />

Share capital consolidationt<br />

Shares purchasedl<br />

share capital reorganisation<br />

exPenses<br />

share issue expenses<br />

shares issued during the period<br />

ftom 2l luly 1997 on:<br />

Exercise ofoptionsl<br />

Execudve schemes<br />

Savings-Related Schemes<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

t2'hp<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

conve$ion of B sharesl<br />

<br />

<br />

. Od I? tune l99tuhe Company made .It on.mirker Nr.has€ of I2O,OOO ofir! own dlrlary ShaFs of25p erch a price ol II?OP Pfl shaE. Thes€ shares werc rhen<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

cancell€d<br />

- On2l july 199?, as pan of th€ prelimln y r€ortanbnrioll ea.h 25p frinary Shire and iE relaed bonu5 issue,rP share was consolidaled i oa2t7tps]Ereandrhen<br />

rplir inrolwo l27f undesiSnared Shar6<br />

. On 2l Iuly 1997, dery len undeiSnired Sharet of l2%P w€rc consolidaled inlo nine New ordinary shares of l4P each<br />

t On 22 Iuty 1997. ih€ Conpany mad€ otf.mark€l pulch,ar€s ol rwo of iis own l27rp UndeslSnat€d Shars ai a price of 488.7p per share and 13.192 of i$ own l4P<br />

odinary Shares at a price of t43p per sh.r€. The!€ shares were then cancelled.<br />

I S€e Fn (ii) and (vi) of lhis note for mote details alout E shares.<br />

<br />

<br />

Shares of I 14.5p eech<br />

Alloned at 2l luly 1997<br />

Redeemed<br />

Converted<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

Issued at 29 Seplember 199?<br />

Cancelled


t{otes to the financial stat n€nts .Mtinkd<br />

23. Share capital and share premium account continued<br />

(lv) Sharc options<br />

Options to subscribe for the Companys ordinary Shares were outstanding as follows (adjusred for the 1992 Rights<br />

Issue and the 1996 d€rnerger,x'here appropriate):<br />

25p Sharcs<br />

At 3l March 1997<br />

Gnnted'<br />

Exercised<br />

Lapsed<br />

At 2l Iuly 1997<br />

Share capital reorganisation adiuJtment*<br />

l4p Sharcs<br />

At 21 Iuly 1997, following restatemenr<br />

Ixercised<br />

Lapsed<br />

At 3l l.larch <strong>1998</strong><br />

oprion pfice per t+p share (rangi)<br />

Final exercise dates-<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 />

<br />

<br />

<br />

' lte options gnnr€d under rhe lgg5 Executve Sh e Oplion schem€were l,Zl8,370a( lltopand 149,694ar ;p<br />

t AI shaie.apnal oFioru were adjusted as a r6dr of rhe share capnal reor8anrsition.<br />

" opdons Srdnted under lhe l9E4 Execulive share Option Scheme ire nomally €x€rcisable no €arlier rhan three yea6 and no later than reo years lollowiq fte d.ie oI<br />

8nn! as are opdons ganted undel lhe 199 t rxecutive Share Opdon Scheme (which are, how€vea suljecl (o lhe achievemenr of pedo.mince r€quir€menG which Incr<br />

be met betore th€ oPlions nolnally become exe(ieble). Options gtu€d under the 1994 S.lings.R€lared Shar€ Oprion kheme ar€ nomilly ex€rcisalle lor a six-monrh<br />

penod toliosnt compledon of savin8s to eith€r a rhree or five.yed savinSs conoad.<br />

(v) Sharu Prcmium account<br />

The principal elements rhat make up the Company's Share Premium account arose as follows :<br />

Conve$ions to Ordinary Shares of 7% Convertible Redeemable Second<br />

Cumulative Preference Sha-res 1992/99 of fl each<br />

A placing of Ordinary Shares linked to rhe offer fot Thames Television<br />

Issue of Ordinary Shares on exercise of subscription rights of wanants originally<br />

attached to 73ls% bonds due 1992; and<br />

the transfer from other reserves in respect ofamounts paid for the wanants exercised<br />

Issue of Ordinary Shares on conveNion of Convertible Unsecured Loan<br />

Stock to fund the acquisition of Virgln Music Group<br />

Issue of Ordinary Shares on conversion of 5 37r% Guaranteed Redeemable<br />

Preference Shares 2004 ofTHORN EMI Capital NV<br />

One for one bonus issue of frp Ordinary Shues<br />

Issue of Redeemable heference B Sharcs<br />

Share capital reortanisation expenses<br />

Other issues of Ordinary Shares<br />

Belance at 3l l.larch <strong>1998</strong>


and share<br />

(vi) Share capital r€organisation<br />

account continued<br />

On 2l July 1997, the Company effected a share capital reorSanisation with the aim of retuminS approximately one<br />

tenth of the 6roup's market capiralisation to shareholders on the register at the close ofbusiness on 18luly 1997<br />

(the "Record Date') and enhancing the Groups financial structure<br />

p1ior ro (he rcorganisarion, rhe Company made an on-market puchase, on l7 lune 1997, of 120,000 ofits oftn<br />

25 pence ordinary Shares at a price of 1170 pence per share. The shares were then cancelled.<br />

The reorganisation involved several stages as follows:<br />

Preliminary Reortanisation<br />

One fr pence share was issued for each 25 pence Ordinary Share held on the Record Date: a total of<br />

434,694,106 bonus shares were issued- Each fr pence share was consolidated with an Existint Ordinary Share<br />

of 25 pence to create a share of 25 75 Pence. Each 25 7t pence share was then split into iwo 12 75 pence<br />

Undesignated Shares.<br />

Share Capital Consolidarion<br />

Every ten shares of 123/: pence were consolidared into nine New Ordhary Shues of 14 pence each. Fractional<br />

entirlements were satisfied in cash dlough an off-market Purchase by the comPany, on22lnly 1997, of the<br />

resulting rwo Undesignated Shues of l2l5 pence at a price of 488.7 Pence pel shale and 13,192 Oldinary Shales<br />

of 14 pence, at a price of 543 pence per share. The shares purchasedwere then cancelled.<br />

<br />

Bonus Issue of Redeemable Preference B Shares<br />

One cumulative redeemable pleference B Share of nominal value 114.5 pence was issued for each 25 pence<br />

Existing Ordinary Share held on the Record Date; a total of434,694,106 B Shares were issued.<br />

d) Redemption of B Shares<br />

Early redemption - as a result ofelections made up to l8luly 1997, 368,713,624 B Shares were redeemed at par<br />

on 22 July 1997 and cancelled.<br />

Inirial Redemprion Period-as a resulr of elections made betwe en22 July 1997 and 19 AuSust 1997,afu her<br />

50,340,763 B Shares were redeemed at par on 21 August 1997 and cancelled.<br />

In addition, the 15,639,719 B Shares remaining unredeemed were converted on 29 September 1997 into 3,035,070<br />

Ordinary Shares of 14 pence each and 3,496,513,690,000 Defened Shares of O.OOO5 pence eactl In accordance with<br />

the Articles of Association, the rare of convercion of one ordinary Share of 14 pence for every 5.153 B Shares was<br />

based on the average closing market price of Ordinary Shares for the five business days preceding the conversion.<br />

The Deferred Shares were cancelled.<br />

The cesh flows rclating to thc sharc c.Pltal rco:Sanisation arc as follrys:<br />

Purchase and cancellation of l2O,OO0 Ordinary Shares of 2 5 pence each<br />

purchase and cancellation of shares relatinS to ftactional endtlements which wele satisfied in cash


l{otes to the financial statem€nts continued<br />

24. Reserves<br />

At 3l March 1997<br />

Culrency retranslation<br />

Gains (losses) on foreitn cunency<br />

borrowings<br />

Goodwill adsing in the year<br />

- on purchase o[ subsidiaies<br />

- on purchase ol associares<br />

Goodwill written back on disposal<br />

hofit atfiibutable to members ofrhe<br />

Holding Company<br />

Preference dividend<br />

Equity dividend<br />

Transfer of u ealised reserves<br />

Share capital reorganisation<br />

<br />

<br />

<br />

<br />

<br />

<br />

Capitai<br />

<br />

<br />

- (t32.2)<br />

- ( 185. r)<br />

- 41.2<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

At 3l l,larch <strong>1998</strong> 257.5 495.8 (1,,149.5) (505.5) 786.3 4t5.8 522.t<br />

CrouP reserves incluAieO.Jm i rssr, el .4m) in respecr of irs share of post-acquisilion relained profirs ol associared<br />

undertakings.<br />

Other reserves of the Company relate to a special reserve which reflects the shue premium account reduction<br />

of luly 1988, and unrealised profits on disposals of investmenb.<br />

In accordance with the exemption permitted by 5230(3) of the Companies Acr 1985, the profit and loss accounr<br />

of the compaty is not separately presented. The profir anributable to shareholders, dealt wirh in rhe accounts of the<br />

Company, is f839.0m (1997: €160.7m).<br />

As part of the share capital reorganisarion (see Nore 23(vi)), f479.8m was retumed ro shareholders on<br />

redemPtion of the B Shares. Distributalle reserves have been reduced by this amount and a transfer has been made<br />

from the profit and loss account to rhe capital redemption resewe to reflect this. Further amounts relating to the<br />

conversion of unredeemed B Shares and cancellation of shares associated with the share capital reorgarisation have<br />

also been charged against the reserue making a rotal of €495.8m.<br />

25. Minodty interests (equity)<br />

Group


26. Financial commitments<br />

Grrup<br />

<br />

<br />

Capital expenditure: Contracted<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<strong>Annual</strong> commitmcn6 undcr operathg lcases at 3l l.larrh wct: es follows;<br />

Group<br />

L:ld ald buildings:<br />

Expiring in the lirst year<br />

Expiring in the second to fifth yea$ inclusive<br />

Expiring after the fifth year<br />

Plant, equipment and vehicles:<br />

Expiring in the first year<br />

Expiring in the second to fifth years inclusive<br />

<br />

The Company has no commitments.<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

27. Contingent liabilities<br />

EMI Group which may have ary liability significantly in excess of provisions in the financial statements.<br />

Guarantees and other contingent liabilities (other than those reladng to HMV and HMV Media croup plc - see<br />

below) total f 16.8m (1997: €23.6m) for the Group, of which f,13.5m (199?: €20.3m) relare ro cerrain contracts<br />

entered into by fomer Group compani€s. There are several guarantees and other contintent liabilities in respect<br />

of HMV and HMV Media Group plc. (See Note 3l for details).<br />

Pursuant to the pmvisions of the ldsh Companies (Amendment) Act 1986, rhe Company has guaranteed rhe<br />

liabilities of its Irish subsidiafles, thus exemptint those companies from the requirement to file their annual accounts<br />

in Ireland.


tlot€s to th€ finaffial statem€nts contihued<br />

28. Pension arrangements<br />

employees in the UK is the EMI Group Pension Fund (lhe Fund'). Staffenga8ed outside the UK are covered by local<br />

arangements which, h rhe case of the Group schemes, are largely of the defined contribution rype. The assets of<br />

EMI Croup's pension schemes are held mainly in separate tustee administered funds.<br />

The Fund is based in the UK and is of the defined benefit type. The Fund is open to all permanent employees over<br />

rhe age of l8 employed by the Company and cenain subsidiaries in the UK. Benefits provided by the Fund are based<br />

on final pensionable pay. Pensions payable from the Fund are guaranteed to increase by 5% per annum, or by the cost<br />

of livinS ifless. Members contribute to the Fund at the rate of 4% ofpensionable pay.<br />

The Fund, previously the THORN EMI Pension Fund, was, until 3l March 1997, open to emPloyees of what is<br />

now Thorn plc. Thorns active mem.bers and cenain pensioners and defened pensione$ were oansfened ro the Thom<br />

Pension Fund on I Ap l 1997. A share of assers of rhe Fmd, determined by the actuaries to be appropriate, is also<br />

being transferred to the Thom Pension Fund.<br />

The larest available actuadal valuation of the Fundwas made by a qualified actuary as at I April 1997 usinS the<br />

projected unit rnethod. Ar rhat dare, the marker value of the assets of the Fund was taken to be f809.8m alter allowin8<br />

for the full transfer paymenr ro the Thorn Pension Fund. The acmarialvalue of the assets was sufficient to cover 121%<br />

of the value of the benefirs that had accrued to the members, alter allowing for assumed increases in eamings. Part of<br />

the surplus disclosed by the 199? valuarion was allocated towards the reduction of employer contriburions below the<br />

long-term rate, rhe balance bein6 canied fotward as a reserve in the Fund.<br />

Employer expense in respect of the Fund has been calculated in accordance with Statement of Standard<br />

Accounting Practice 24 - Accounttng l0r Persion Cosrs (SSA? 24). on lhe basis of acruarial advice, it is calculated that<br />

employer expense would represent a credit to the profit and loss account on full application of SSAP 24 PdnciPles.<br />

However, for reasons of conseruatisffL such expense has been taken as nil for the two years ended 3l March <strong>1998</strong>.<br />

The long-term financial assumptions used to calculate employer expense under SSAI 24 ue shown below:<br />

<br />

<br />

<br />

<br />

<br />

These rates included allowance for the effects of the rax credit charges introduced by the Finance (No. 2) Act 199'1.<br />

Employer condbutions of €15.8m (1997: €16.5m) were charged to the profit and loss account. These<br />

conribudons primarily related ro overseas schemes and were determined in accordance with local practice.


Tangi.ble fixed assets<br />

stocks<br />

Debtors<br />

Creditors and provisions<br />

Non-cash element of borowings disposed 0iquid resoures andJinancing)<br />

Net assets disposed of (excluding cash)<br />

coodwill \ /ritten back on disposal<br />

Profit on disposal (after elimination against goodwill)<br />

Adjusment for ilteryompany element of profit<br />

Tota.l proceeds net of expjnses and cash disposed of<br />

Satisfied byr<br />

Gross consideration received<br />

Net (cash) overdrafts disposed<br />

Expenses paid<br />

Net cash consideration (net of cash disposed and expenses paid)<br />

Defened considention receivable<br />

Expenses not yet paid and wananty provisions<br />

In order to determine lhe profit on disposal reco8nised in the proflt and loss account for the year, in accordance with<br />

UK GMB the disposal of HMV to HMv Media Group plc has been considered in coniuncdon wirh the Group's<br />

subsequent acquisition of an initial 45.2% equity invesrment in HMV Media Group plc. Looking at both of these<br />

fiansactions togerher results in 45.2% of the Sross profit on disposal being deemed intercompany. This intercompany<br />

element of the profil, together with the associated taxation charge, has been eliminated on consolidation and treated<br />

as a reserves movement nettint aSainst the toodwill on the acquisition of the investment in HMV Media Group plc.<br />

The estirnated net goodwill aising on acquisition of the associated undenaking HMV Media Group plc is fl84.7nL<br />

f278.1m on acquisition Oased on estimated net lia-bilities; see Note I 3(ii)) less a net f93.4m intercompany<br />

elimination (gross profit: fl20.5m less taxation chuge f27.lm).<br />

HMV contdbuted f84.3m to the Group s cash flow from operating activities and spent a net f38.4m on capital<br />

expenditue and financia.l investment for the year ended 3l March <strong>1998</strong>. Cash flows in relation to retuns on<br />

investments and sewicing of finance, and tax paid, are not representative of those which will no longer be incuned<br />

post disposal due to financing and tax arrangements which have existed within the croup prior to the disposal.


tlot€s to th. finarirl st tsrlents .ontiru€d<br />

30. Purchase of businesses<br />

Several acquisitions have been made in the year, including lobete, Priorify (remaining 50%), Copacabana,<br />

CMC Records, AV Music Publishers, westwood Promotions and Narada Media. The combined fat value to fte<br />

Group is shom below.<br />

Music copyriShts<br />

Tangibl€ fixed assets<br />

Investments<br />

stocks<br />

Deblors<br />

Creditors<br />

Minorify interests<br />

Net assets acquired (before cash)<br />

coodwill<br />

hovisions for future eamout liabilities<br />

Defened consideration payable<br />

Net cash considention<br />

Satisfied by:<br />

Total consideration<br />

DefenEd considention payable and eamout provisions<br />

Cash consideration<br />

Net cash acquired<br />

Net cash considention<br />

Iookvalue<br />

The adjustments to book value of €71.3m were made to bring the valuation of the assets acquired in line u,ith the<br />

Group's accounting policies.<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

Goodwill arising on acquisifions in the year comprises:<br />

Tolal consideration<br />

Net cash acquired<br />

Fair v4tr_e to the croup Oeforgcash acqrired)<br />

coodwill<br />

ell acquisitions have biin accounted for using the acquisition mithod-


31. Related party transactions<br />

The Company has taken advantage of the exempdon rnder Financial <strong>Report</strong>ing Standud 8 - Relared Party D$Iosur.s<br />

(FRS8) not to disclose related parry transactions between wholly owned Group underrakings. The Group had several<br />

transacdons with other related parties durinS the year-<br />

(i) HMY and HMY l.ledia Group plc<br />

On 25 February <strong>1998</strong>, the EMI Group ('EMI ) entered into an agreement for the sale of the companies and<br />

assets comprising HMV to HMV Media Croup plc ("HMV Media Group ). On or about 28 March <strong>1998</strong> ('Completion'),<br />

lMI sold all of the companies and assers of HMV in the UK, Japan, Ireland, Singapore and Cermany. Completion of the<br />

sale of the companies and assets of HMV in Canada, the United States, Ausnalia and Hon6 Kong (the "Minor Entities )<br />

remains outstandln6 pending the obtainin6 of certain third party consents (includint those of landlords where<br />

necessary) or waive$ in such judsdictions, though consents have now been obrained in respect of sufficient<br />

properties in Canada, the United Slates and Australia to allow completion to take place in respect of those properties.<br />

Pursuant to the agreement, HMV Media Croup agreed to pay an initial consideration of f450m (subiect to ce ain<br />

further adjustments) and an addirional f50m (subject ro ceftain conditions) in the future for the companies and assets<br />

comprisinS HMV<br />

On 28 March <strong>1998</strong>, the Company acquired a 45.2% equity stake, IOO% of rhe 'B' Prefened Ordinary Shares and<br />

50% of the Iunior Preference Shares in HMV Media croup for 987.5m. The other shareholde$ ar 28 March <strong>1998</strong><br />

were Advent Internarional Corporadon and partners ("Advent') who also acquired a 45.2% equity stake, 100%<br />

of the A Preferred Ordinary Sharcs and 50% of the Junior Preference Shares, and management who acquired a 9.6%<br />

equiry stake. ManaSement and certain employees will also be granted options to subscribe for additional Ordinary<br />

Shares of HMV Media Group upon cenain events.<br />

On Completion, EMI received €418m (subject ro certain fufther adjustments) as consideration for the sale of the<br />

companies and assets of HMV in the UK, lapan, Ireland, Singapore ald Germany. This amount was derived by<br />

adjustinS the initial purchase price of f450m by (i) subtractinS f66m which will be payable in whole or in part, as<br />

applicable, by HMVMedia Group if and when the sales of rhe Minor Indties are completed; (ii) subtractint E42mof,<br />

assumed debt; and (iii) addin8 f 76m of assmed cash. f4l3.l m of the f,418m was actually received before 3l March<br />

<strong>1998</strong>. Afurther p ce adjustment, reducing the consideration by €26.3m, was made following complerion due to<br />

vaiation of the net cash, debt and working capital of HMV on disposal.<br />

Until the relevant conditions are satisfied and fie various Minor Entities are sold ( Subsequent Completion ), EMI<br />

has provided, to the extent possible, for HMV Media Croup to manage each of the relevanr Minor Entities and HMV<br />

Media croup has undertaken to fund the workint capiral requiremenrs of such Minor Entiries. In the event that a<br />

Minor Entity is not sold by 28 March 1999, EMI has undenaken to repay all working capital amounts provided by<br />

HMV Media Group in respect ofthe relevant Minor Entities. and the obligadons of the pa.rties in respect of the<br />

relevart Minor lntities (including sale and acquisition of such Minor Entities) will then cease. In the event of<br />

Subsequent Completion, HMV Media Group will be required to pay that part of the considerarion arrributable to any<br />

such Minor Entities. In the event that certain of HMVs businesses in the United Stares are not sold within one year<br />

of Completion, HMV Media Group has aSreed to pay EMI addidonal considerarion ofup ro €20m.<br />

Ar additional €25m, in the form of defened consideration, will be receivable on the €arlier of a listing of any<br />

pafi of the share capital of HMV Media Group on any recognised stock exchange, rhe sale of at least 7 5% of rhe votinS<br />

rights of HMV Media Group or the fifth anniversary ofCompletion. In addition, an amounr of up (o €25m further<br />

consideration is contingent and will be receivable if Advent achieves a specified retum on its investment in HMV<br />

Media Group on a listing or sale. Such defened and contingent consideration is subordinated to the payment ofcertain<br />

other liabilities and payments will be subject to certair covenants. None of this additional €50m consideration has<br />

been recognised in the calculation of EMI's profit on disposal for reasons of prudence.<br />

on 28 March <strong>1998</strong>, HMV Media Group entered into rhe EMI Bridte Facilitywirh EMI. Under this facility, EMI<br />

provided f200m in immediately available funds to HMVMedia croup and the faciliry was drawn down on rhis date<br />

to part finance the acquisitions of HMV and Waterstone's by HMV Media Group. IMI received a conrfrmenr fee of<br />

1.25% of the principal amount of f200m and an additional funding fee of 1.25% of the pdncipal amounr. The faciliry<br />

also caflied an interest rate per annum equal to LIBOR plus a margin of 4%. The EMI Bridge Faci]ity was repaid in full<br />

on22 May <strong>1998</strong>.<br />

IMI has also made available to HMV M€dia Croup a f 50m working capital revolving credir facility (the "EMI<br />

Revolving Credit Facility ).<br />

A number of forward exchange rate contracts purchased by EMI on behalf of HMV Media Croup will be retained<br />

until they mature and are matched by forward exchalge rare conracrs berween EMI and HMV Media Group.


tlotcs to th€ finandai statements continued<br />

31. Related party transactions continued<br />

EMI entered into an indemniry deed (the "EMI lease Indenniry) with HMV Media Group relatin6, amon6 other<br />

thinSs, to tuarantees Siven by EMI of approximately lo5 leases under which the HMV Media Group agreed to<br />

indemnify EMI against any pq/ments made under those guarantees and certain other guarantees and indemnities.<br />

HMV Media Group has undertaken ro use reasonable efforts to anange for the release of these guarantees.<br />

Guarantees vary ftom lease to lease and EMI must asceftain whether or not the non-pa)rment was warranted ulder<br />

rhe circumstances before seeking to collect ftom HMv Media Group. The atgregate annual rental payments under<br />

guaralreed leases are approximately €28m, although they are subject to adjustment both up and down under cerain<br />

circumstances. The guaranteed leases have terms expiring from one to 27 years, and many of the Ieases expire in years<br />

beyond 2008.<br />

All of HMV Media Groups obligations to EMI in respect of the EMi Revolving Credit Faciliry ard the EMI Lease<br />

lndemnity ue secured under a Debenture.<br />

Since Compledon, HMV Media Group has raised additional equiry financinS of approximately f,5om, in the form<br />

of at issue of units consistinS of Senior Preference Shares and Ordinary Shares. On 22 May <strong>1998</strong>, EMI and Advent<br />

each purchased approximately f9m of these units increasing EMI'S investment in HMV Media Group to f96.5m, but<br />

reducing its equiry holding ro 43.2% (4o.8% on a fully diluted basis).<br />

(ii) fther<br />

on 1 Apdl 1993, Chules Koppelrnan received al interest free loan of Us$8.0m (€4.9m) as part ofhis employment<br />

contract. This loan was repaid on 30 June 1997 followint the termination of Mr KoPpelman's contract.<br />

In May 1995, EMI Group acqulred a majodty holding of 75% in Disky communicalions Euope BV ("Disky") from<br />

Hermans Holdings BV and agreed to acquire the remainint 25% by no later than 31 March 2000. In April 1997, the<br />

atreement was vaded so that the remaining mino ty interest will be acquired no later than 31 March 2004. The total<br />

maximum considemtion now payalle is €1 s.olrl Hermans Holdings BV is an associate of Mr Kees HemDn, who is the<br />

Managing Director of Disky and who will, as a result of the vadation, continue to manage Disky for an addirional four<br />

years. During the year, NLG 10.0m ([2.9m) was paid to Hermans Holdints BV as an advance against the purchase Price<br />

for the remaining 2 5 % of Disky.<br />

During rhe year, EMI Group acquired from Makis Matsas, afurther 30% holding in Minos-EMI SA for f 12.2m,<br />

reducing his remaining minodry interest to 10%.<br />

In March <strong>1998</strong>, EMI Group acquired the remaining 50% interest in its associated undertakinS Priority Records,<br />

LLC from Tuami, Inc. for an estimated considention of €41.8m.<br />

The Group continues to have a number of nansactions with Thorn plc subsequent to demerter These nansactions<br />

include the fiansirional arrangement for the provision of certain seryices includinS insurarce management and<br />

underwriting. head office manatemenr sys(ems, pension administntion and nanaSement ofsome of the GrouP's<br />

vehicles by Thom plc. The Group received €54,300 in the year as remuneration for Sir Colin Soutt$ate's services as<br />

chairman of Thom plc, until his resiSnation on 14luly 1997.


32. Signifrcant investments<br />

The businesses sel out b"lo- ure thos<br />

"<br />

Direcrors si8nificantly a-ffected the Groups results and net assets during the year. Except where otherwise stated, the<br />

counrry ofincorpontion is intland, operations are within the United Kintdom, shares are in equity share capital and<br />

the businesses are wholly ovrrned.<br />

Subsidiary undcrt kings<br />

Elll ilusic<br />

capirol-EMl Music, lnc. (usA)<br />

Capitol Records, Inc. (USA)<br />

chrysalis Records Ltd<br />

EMI Electrola GmbH (GermanD<br />

EMI Enrenainment World, lnc. (USA)<br />

EMI Music Australia Pry Ltd (Australia)<br />

EMI Music France S.A. (France)<br />

EMI Music ltaly SpA (Italy)<br />

IMI Music Publishiry Ltd<br />

EMI Recods Ltd<br />

croupe VirSin Disques S.A. (France)<br />

Jobere Music co., lnc. (USA) (50% owned)<br />

Priority Records, LLc (UsA)<br />

Toshiba.EMl Ltd (Iapan) (5 5 % owned)<br />

Virgin Records America, Inc. (USA)<br />

Corporate<br />

EMI Group Finance plc'<br />

EMI Grorp Intemational Holdings Ltd'<br />

EMI Group Nonh America Holdings, Inc. (USA)<br />

EMI croup North America, Inc. (USA)<br />

Virgin Recods Ltd'<br />

virgin Schallplatten GmbH (cennany)<br />

' Held ditectly bY lhe comPan).<br />

* Job.t. l.lutt. co., tn.. has b"en consolidared asasubsidiary even rhouth ir ii only 50% owned. in accold cewifisedion258(4)offiecomPaniesAcl1965.<br />

Associated undertakings<br />

The principal investment of the 6roup (and the Company) in the equiry share capital of associated undertakings<br />

at 31 March <strong>1998</strong> was as follows:<br />

Retail-books &<br />

,".",filll,<br />

Business localionl equiry holdrnt<br />

HMI Media Group plc recorded music Eqslald<br />

.453%<br />

nt Ji March t 99S, rhe Gioup and the Company held a 45.2% equiry stake, IOO% of the 'B' Prefened Ordinary Shares,<br />

50% of the lunior heference Shares and none of rhe A hefened Ordinary Shares in HMV Media GrouP plc.<br />

t ftiftipai counrry of incorpotuion. The uK and canada are the pnn.iPal coundes or op€ralior<br />

33. Post balance sheet events<br />

HMV to HMV Medla Group as follows:<br />

nce sheet events relating to the substaldal disposal of<br />

Since completion, HMV Media Group has raised additional equity financing of aPproxirnately f50m, in the form<br />

ofan issue ofunirs consisting of Senior Preference Shares and Ordinary Shares. On 22 May <strong>1998</strong>, EMI and Advent<br />

each puchased approximately f9m of these units, increasint EMIs investment in HMV Media Group to f96 5m' but<br />

reducing irs equity holdinS to 43.2% (40.8% on a fully diluted basis)<br />

The EMI Brid8e Facilirywas repaid in full on 22 May <strong>1998</strong>.<br />

completion of the sale of the companies and assets of HMV in Canada, the Uniled States, Ausfialia and HonS Kong<br />

(rhe Mhor Entities") remains outsranding pending the obnining of cenain third parry consents (including those of<br />

landlords where necessary) or waive$ in such juisdictions, though consents have now been obtained in resPect of<br />

sufficienl prope ies in Canada, the United States and Australia to allow completion to take place in respect of those<br />

Properties.


Five year summary<br />

Rcsults<br />

Tumoveri<br />

EMI Music<br />

Other businesses<br />

Continuing of"t tions<br />

Discontinued operatlons - HMV<br />

El.fl & HMV<br />

Discontinued operarions<br />

- Demerged business<br />

- other<br />

Operating profii:<br />

EMI Music<br />

Other businesses<br />

Continuinl oferatlons<br />

Discontinued operarions - HMV<br />

EMI & HT{Y<br />

Discontinued operations<br />

- Demerged business<br />

- other<br />

Operiting profir before<br />

excepdonal items<br />

Operating exceptional items<br />

Non-operadng exceprional items:<br />

Fundamental reorganisations<br />

and restructurin6<br />

Profit anributable to members of the<br />

Holding Company<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 />

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<br />

<br />

<br />

<br />

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<br />

<br />

<br />

<br />

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<br />

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<br />

<br />

<br />

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<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

Profits (losses) on businesses disposed of<br />

or teminated lol.3 <br />

Profits (loses) on disposal of fixed assets <br />

hofit before finance charges<br />

<br />

Finance charges<br />

<br />

hofit before taxation<br />

<br />

<br />

Taxation<br />

<br />

Profit after taxation<br />

<br />

Minoriry inrerests<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

Operating assets<br />

Music publishing cop).righrs sl9.l <br />

Properry planr, equipment and vehicles 156.1 <br />

Rental equipment<br />

<br />

Fixed asset investments<br />

<br />

Investments: olvn shares<br />

<br />

<br />

Stock and debrors, excluding taxation<br />

<br />

<br />

dividends and interest payable (t,t68.t) (1,416.8) (1,416.8) (1,516.6) (1,S75.3)<br />

OperatinS assets<br />

687.0 561.3 561.3 506.7 1,27g.6


l(.y st tlstlcs<br />

Net bonowinSs<br />

Net cash flow from operatinE actMties<br />

capital expenditure:<br />

Fixed assets (EMI Music)<br />

Fixed assets (HMV)<br />

Fixed assets (other businesses)<br />

Renta.l equipment<br />

Total capital expenditue<br />

Eamings per Odinary Share:<br />

Basic<br />

Adjusted fully diluted<br />

Dividelqr pg Ordinary shalg<br />

Return on sales:<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 />

EMI Music<br />

<br />

<br />

HMV<br />

<br />

<br />

Effecrive tax nte (before excepdonal items) 31.7?t <br />

<br />

<br />

Interestcover 5.8r<br />

Dividendcover<br />

l.5r<br />

Signi.ncant chanSes were made to the financing soucture of the Group as part of the demerger making the Group results<br />

difficult to compare year on year as results for the Thom business are included for the full year in 1994, 1995 and 1996,<br />

up to demerger in 1997, but excluded post demerter Meaningful comparisons for the curent year can be made at the<br />

EMI & HMV level; comparative results at this level are Siven for 1996 and 1997. The total and EMI & HMV rcsults are the<br />

same for <strong>1998</strong>.<br />

Follo$'ing the disposal of HMV on 28 March <strong>1998</strong> and in accordance with FRS3, discontinued opeRtions includes<br />

HMV Thom is included as discontinued operarions - demerged business.<br />

The share capital reorganisation look place on 2l ,uly 1997 and eamings per share and dividends per share for the<br />

years ended 31 March 1994, L995 , 1996 and 1997 have been restaied to reflect the preliminary reor8anisation elements<br />

in accordance with UK GAAP and to enable meaningful comparisons to be made.


Notice of<strong>Annual</strong> General Meeting<br />

Notice is hereby given that the AlnualGeneral Meering of EMI Group plc will be held at the Royal Lancaster<br />

Hotel, lancaster Tenace, London W2 on Friday, U July <strong>1998</strong> at ll.30am.<br />

l. To receive and consider th€ Dircctors'icport and the Financial Statem€nts for the year ended<br />

3l l.larch <strong>1998</strong>.<br />

2. To declarr a final dividend.<br />

3. To re-elect ar 0irccto6:<br />

(a) Sir Peter walters<br />

(b) M N Bandier<br />

(c) KM Berry<br />

(d) Sir Dominic Cadbury<br />

(e) KAO Donovan<br />

4. To reappoint Ernst & Young as auditors and to authorise th€ Dlrccto6 to determine their<br />

r€munerltion.<br />

As spccial business<br />

To consider and, if thought fit, to pass the followin8 Resolutions < and 6 which will be proposed as<br />

Special Resolutions.<br />

5. Spccial Rcsolution<br />

THAT the authoriry and power to allot relevant securities and equity securities confened on the Directo$ by<br />

Anicl€ 14 of the Company's tuticles of Associadon be and are hereby granted for the period ending on l6 October<br />

1999 or at the conclusion of the 1999 <strong>Annual</strong> ceneral Meering (whichever is the earlier) and for such periodl<br />

i) the Section 80 amount shall be € 3 8,2 O9,4'17; allld<br />

ii) the Section E9 amount shall be f5,5o7,528.<br />

6. Special nesolution<br />

THAT pursuant ro the authority contained in its Articles of Association, the Company be and is hereby granted<br />

general and unconditional authoriry to make market purchases (within the meaning of Secdon 163(3) of the<br />

Companies Act 1985) up to a maximum of 78,678,976 Ordinary Shares of l4p each, provided that:<br />

i) the maximum pdce per Ordinary share is not more than 5% above the average of the middle market<br />

quotations for an Ordinary Share as derived from the Daily Official List of the London Stock Exchange<br />

for rhe five business days in respect of whlch such Daily Official List is published before the purchase<br />

is made, and the minimum p ce per ordinary Share is not less than l4p, the maximum and rninimurn<br />

prices being exclusive of any advance corporation tax and expenses; ard<br />

ii) this authodry unless previously renewed" shall expire on 16 October 1999 or at the conclusion of the<br />

1999 Amual General Meeting (whichever is the earlier) except in relation to the purchase of Ordinary<br />

Shares the contmct for which was concluded before the date of expiry of the authodfy and which would<br />

or might be completed wholly or pudy after such date.<br />

By Order of the Board<br />

c P Ashcroft<br />

Secretary<br />

l8]une <strong>1998</strong><br />

(a) Pursuinl to Retularion 34 or rhe Uncerrificated S€curiries tugularions 199 t, rhe Conpany sp€cilies $ar only rhose shd€hold€rs qisrered in rhe ReSisrer of<br />

Membe6 of rhe Company as ai 6.0opm on It luly <strong>1998</strong> shall be €nrirl€d ro an€nd or vor€ ar rhe Meerint in .espeo oI fie number ol shares rcSisrcr€d in rheir<br />

names d fiar time. Chantes ro entries on rbe Retiste. ol Members afier 6.O0pm on 15 luly <strong>1998</strong> shall be disreSad€d in dererinining rhe ri8hrr of any p€don<br />

to arcnd orvote at lhe Meeting.<br />

(b) Any Memb€r of the Compdny enirled ro artend and vor€ ar rhe Meeriu niy appoinr one or more proxies ro arrend and. on a poll, ro vor€ on his/her behilt<br />

A proxy ne€d nor be a M€mb€r Cornpl€tion of rh€ Form of Proxy Ior rhe MeetinE does nor prdenr a Mem|€r from anendin8 and voring in person it he/she<br />

is entided ro do so and so wish€s.<br />

(c) Copies ol contracb oI sewice berween any Dir€ctor and rhe Company or a.y ot its strbsidinJi6 de avairll€ lor inspecrion .r rhe Re8lsrered Oftice ol the<br />

Comp.ny on eaci business day durint normal bosinEs hou6 and will be railable on the diy oI rhe Me€rn& ar rhe place ol rhe MeetlnS, hom at Ieau 15<br />

ninur€s prior to fie Me€nnt unnl i$ conclurion. The Re$ster of Dircqols InIeEsr! wiil also be available tor inspecrion trom rh€ conmen€€menr oI lhe<br />

Me€tlna unril irs con€luiion.


lnvestor information<br />

<br />

<br />

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<br />

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<br />

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<br />

<br />

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<br />

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<br />

<br />

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<br />

<br />

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<br />

<br />

<br />

<br />

Registrar<br />

Enquides concerning shareholdings or dividends should, in the first instance, be addressed to the Company's registrar,<br />

Lloyds Bank ReSistrars, (Team 58), The Causeway, Worthing, West Sussex BN99 6DA. A helpline, al local call rates in<br />

the UK, operates during normal office hours on 0345- 125921 (+44,1903.833112 from ourside the UK).<br />

Shareholders should notify the registrar prompdy of any chan6e of address or other particulars.<br />

Any Shareholder wishing dividends to be paid directly into a bank or building sociery with the tax voucher<br />

beinE sent dir€ctly to the Shareholder s registered address, should contact the registrar for a dividend mardate form.<br />

Dividends paid in this way will be paid throu6h the Balkers Automated Clearing Sysrem (BACS).<br />

Personal Equity Plans (PEPS)<br />

Details of the lMI Group Corporate and Single Compary PEPS may be obtained from Halifax Invesrment Seruices Ltd<br />

('HISI,), which is approved by the Inland Revenue as a Plan Manager and is regulated by the Investment Maragement<br />

ReSulatory organisation ltd (lMRo). HISL is a member of the Halifax Croup. An explanarory booklet is available from<br />

HISL, Trinity Road, Halifax, West Yorkshire HX1 2RC. Tel: 08OO.371768.<br />

On 6 April 1999 a new tax'p vileged Individual Savlngs Account (lSA) will be introduced and from that date no<br />

further investments may be made to PEPs. All money invested in PEPS on 5 Ap l 1999 can continue to be held in PEPs<br />

and outside the ISA. PEPs will receive the same tax benefits as the ISA.<br />

The publicalon ol rhis information has been app.oved. for rhe pueoses oi secrDn t 7 of the Findcial Services Acr 1986, by Halifax lDvesmerr Sedices Lld.<br />

Low-cost share dealing service<br />

An execution'only service exists for buying and selling the Company's shares at an atuactive commission late.<br />

The service is operated independendy of the Company by The Share Centre Ltd, by anargement with the<br />

Company's stockbrokers, SBC Warburg Dillon Read, a division of Swiss Bark corporarion. Details are available<br />

ftom The Share Cenrre Lrd, PO Box 1000, Tring, Herts HP23 5AN. Tel: 01442 890844.<br />

The publication ol this infomarion has been approved, for rhe purposes ol sedion 57 ol rhe Financial S€Nices A.t I 986, by The Shar€ Cente Lrd. which is reSulat€d<br />

by The Secu.iries and lururer Audoriry Lrd.<br />

American Depositary Receipts (ADRs)<br />

The Company's ADRS trade on the over-the'counter market, with one Ame can Depositary Share (ADS) equalling<br />

two EMI Group plc Ordinary Shares.<br />

Morgan cuaranty Trust Company of New York ls Deposirary for the Company's ADSS. Enquiries should be<br />

directed to Morgan ADR Service Center, PO Box 8205, Boston, MAO2266-82O5.USA. Tel: l'800 428-4237.


lnvestor infonnaiion continued<br />

Ul( capital g.ins tar lnformation<br />

For UK capital gains tax purposes, the base cost of THORN EMI plc Ordinary Shues acquired prior to the demerger<br />

of 19 Augusr 1996 will need to be appofiioned between EMI Group plc Ordinary Shares of 25p each and Thom plc<br />

Ordinary Shares of 2 5 p each in the proportic[r 7 8.8% to 2l .2%.<br />

The base cost of tMI croup plc ordinary shares of 25p each acquired or held prior to the share caPital<br />

reorganisation of 2l July 1997 will then need to be apponioned between the new ordinary shares of l4P each<br />

and the former B Shares of ll4.5p each in the proportion 89.4% to 10.6%.<br />

Cnvironmcntal report<br />

Copies of the Group s Environmental <strong>Report</strong> are available from the Company s Corporate Affairs department, as below.<br />

General enqulries<br />

General enquides may also be adftessed to the company's coryorate Affats depafiment, as below:<br />

EMI Group plc<br />

4Tenterden Street<br />

Hanover Square<br />

London WIA 2AY<br />

Tel:0171-355 4848<br />

Intemer - http://wwwemi$oup.com<br />

Summary of main announcements<br />

27 May 1997 Announcement of preliminary results for the year ended 3l March 1997.<br />

l7 June 1997<br />

I luly 1997<br />

lE July 1997<br />

Details of prcposed capinl reorganisation and retum of capital announced to shareholders,<br />

includinS proposed bonus issue of B Shares.<br />

EMI Music Publishing acquires a 50% share in the Jobete music publishin8 catalogues - all the<br />

classic songs of the Motown era.<br />

Approval of capital reorganisation and retum of capital to shueholders.<br />

21 November 1997 Kathleen o'Donovan appointed as a Non-executive Director of EMI CrouP plc.<br />

25 November 1997 Announcement of half-year results.<br />

23 lanuary <strong>1998</strong> Christmas rading update.<br />

20 February <strong>1998</strong> Sir Dominic Cadbury appointed as a Non-executive Director of EMI Group plc.<br />

25 February <strong>1998</strong> Announcement of formation of jointventure to acquire HMV Group from EMI Group and<br />

Wate$tone s from wH Smith Croup.<br />

27 March <strong>1998</strong> Acquisition of the renainint 50% interest in Priority Records.<br />

30 March <strong>1998</strong> Announcement that EMI croup substantially completed the sale of HMV Group to<br />

HMV Media Group plc.


iubiect index<br />

Accounting Policies<br />

<br />

<br />

<br />

<br />

<br />

<br />

X*"g5;P*"nh;**'*L-,<br />

<br />

<br />

Artists<br />

advances to<br />

<br />

<br />

<br />

<br />

*,"'I"1lool'""Tffi"u<br />

Auditors<br />

fees<br />

IePoIt<br />

Bdancesheets -<br />

Board commtttee><br />

ioard of Directors<br />

Bo owings<br />

<br />

<br />

<br />

<br />

Cadbury Conmi$ee<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

4n'2<br />

l't ,40 1l<br />

'12<br />

', a.<br />

'10<br />

4l<br />

4<br />

41,49,6'1<br />

23<br />

45<br />

33<br />

ponsrbiliry


Paul McCartney\ Floming Pie<br />

album debuts at No.2 in both<br />

UK and US chars.<br />

<br />

l*ns,H,*-[<br />

affiliates in Poland. the Czech<br />

Republic, the Slovak Republic,<br />

and Hungary and licensees in<br />

Russia, Slovenia, Croatia,Turkey,<br />

September<br />

The Rolling Stones' Endges to<br />

Bobylon album debus at No.l<br />

in Germany.<br />

<br />

<br />

February<br />

NTilJJ::T"::JJ::. HMV '<br />

and the Baltic Statesalbum<br />

Dig Your<br />

Own Hole sells<br />

over I million<br />

units worldwide.<br />

Together Agoin becomes Janet<br />

lacksons lSth gold single in<br />

the US, outpacing all other<br />

female solo artists.<br />

<br />

<br />

<br />

<br />

<br />

Eternal has three singles in the<br />

Top 100 in 1997 (UK).They<br />

also claim the biggest radio hit<br />

by a UK-signed act of the yean

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