DIAGEO plc Wine is a small percentage of our sales, the growth rates are very exciting, and Sterling [Vineyards] will give us a sound platform. But wine is capital intensive and we must be confident we can maximize capital investment and drive an appropriate return for our shareholders. —Paul Walsh, Chief Executive Officer, Diageo PLC. As a company, if you’re looking to invest in spirits or wine, it’s spirits every time. I hugely admire what companies like Southcorp are doing, but let me tell you: if they had a decent portfolio of spirits brands, they wouldn’t be bothering. —Jack Keenan, President, United Distillers and Vintners, Diageo PLC. Wine is a very dynamic and attractive segment to Diageo. The premium end of the business is still growing at double-digit rates. There is a lot of demand out there for premium wine, and we expect demand for these wines will continue to be very strong. —Ray Chadwick, President, Diageo Chateau and Estate Wines In April 2002, Diageo plc (Diageo) announced its intent to sell its Glen Ellen and MG Vallejo wine subsidiaries to the Wine Group for $83 million. The sale was to include the Glen Ellen and MG Vallejo brand names and all existing inventory but not the vineyards/facilities of the two wineries. Glen Ellen and MG Vallejo wines typically sold for about $5–$7 a bottle. These brands did not fit into Diageo’s increasing emphasis on marketing premium wine brands that sold for $10–$15 a bottle and higher. Wine industry observers viewed the sale of Glen Ellen and MG Vallejo as a move towards brand rationalization, that is, allowing Diageo to concentrate its marketing efforts on a smaller number of more upscale brands. This case study was prepared by Professors Armand Gilinsky, Jr., Sonoma State University, and Richard Castaldi, San Francisco State University, with the assistance of researchers Dan Dhruva and James Cavanagh, MBA students at San Francisco State University, as a basis for class discussion, not to illustrate either effective or ineffective handling of an administrative situation. The authors gratefully acknowledge a Business and International Education (BIE) grant from the U.S. Department of Education and a matching grant from the College of Business at San Francisco State University in support of this research. Copyright 2004 by Armand Gilinsky, Jr. and Richard Castaldi. Dated March 23, 2004. Not for reproduction or distribution without permission of the authors. Diageo plc/2 Six months later, in October 2002, Ray Chadwick, President of Diageo Chateau & Estate Wines, reviewed his company’s remaining wine portfolio. Diageo Chateau & Estate Wines was based in Napa, California. Chadwick was pondering which, if any further changes to the portfolio should be made: If you were to ask me, ‘Will there be changes to the portfolio?’ We understand and pay attention to the desires of our consumers. We’re constantly evaluating our business. We own over 2,000 acres in the Napa Valley. We have long-term leases on over 300 acres in Napa. That makes us the largest grape grower in the Napa Valley. We are still open to acquiring new vineyards if we can do so at a price that makes sense. The economics have to be right. We are currently looking at several vineyard opportunities in the Napa Valley. I can tell you that we have no plans to sell any of our vineyards at this time. We have a very large vineyard operation in Monterey County, Paris Valley Ranch (approximately 1500 acres). We have in addition to that probably another 700 acres or so of coastal vineyards in the south coast [of California]. To justify his evaluation and recommendations, Chadwick needed to determine which, if any, synergies could be achieved between his division’s premium wine holdings in California and Diageo’s holdings of some of the most highly recognized spirits and beer brands in the world. Diageo also owned 34% of Moët Hennessy, the wine and spirits unit of French luxury goods maker LVMH Moët Hennessy Louis Vuitton. Cost synergy appeared to have become the main driver of growth at Diageo. In 2001 Diageo had sold its Guinness World Records business to a media company, Gullane Entertainment, for $63 million. In a re-branding move to emphasize the Diageo name, the company scrapped its Guinness/UDV unit and folded those operations into a new premium drinks division. Diageo also decided to sell its Pillsbury unit to General Mills for $10.5 billion as part of the company’s effort to focus on its spirits, wine, and beer businesses and to shed less profitable operations. The Pillsbury divestiture gave Diageo a 33% stake in General Mills. Diageo’s stock price began to rise in response, reaching a 52-week high on the New York Stock Exchange of $55.40 on May 3, 2002. Yet, securities analysts over the summer and early fall 2002 had been progressively downgrading their recommendations on Diageo’s stock from “strong buy” to “under-perform, medium risk.” See Exhibit 1 for Diageo’s stock price chart, 1997-2002, and analysts’ forecasts. Diageo subsequently announced that it has gone back to the drawing board in an attempt to unload its Burger King business (the #2 burger chain, after McDonald’s, with more than 11,300 locations). Diageo’s July 2002 agreement to sell Burger King for $2.26 billion unraveled after a group composed of Texas Pacific Group, Bain Capital, and Goldman Sachs Capital Partners backed out of the deal in November 2002. New suitors reportedly interested in Burger King included Warren Buffett’s Berkshire Hathaway, owner of Dairy Queen, although Buffett publicly denied he had an interest in buying Burger King. Almost one year earlier, Diageo had finally acquired the beverage assets of the Canada-based Joseph E. Seagram Company (Seagram’s) in a hotly contested bidding war with rival Allied-Domecq. Following the acquisition of Seagram’s liquor and wine portfolio, Diageo became the largest spirits and wine holding company in the world. The Diageo plc/3 acquisition included two major California brands, Sterling Vineyards and Beaulieu Vineyards, as well as importing rights and/or partial ownership in about 200 French wines and champagne, including many estate-bottled French Burgundies, wines from Barton & Guestier (Bordeaux, France), and F.E. Trimbach wines (Alsace, France). Although senior executives at Diageo wanted the conglomerate to be viewed by the financial markets as a growth company, its recent growth in profits had primarily come from divestitures and cost savings. Some security analysts predicted that the underlying growth at Diageo would remain low relative to its peer group in the beverages industry, despite the promise of its new ready-to-drink brands based on malt liquor beverages. Diageo’s clout in global drinks markets had been continually undermined by the group’s poorer performing regional brands. Diageo appeared extremely reluctant to bite the bullet and dispose of these poor quality assets. For these reasons and others, Diageo’s stock price performance had not yet met investors’ and investment analysts’ expectations. Diageo and Seagram Chateau & Estate Wines (the acquired Seagram wine brands) had combined estimated wine revenues of nearly $600 million. However, its rivals in the wine industry were ahead or in close pursuit: E&J Gallo Winery held the number one position at an estimated $1.5 billion in sales. Other rivals included: Foster’s Group (Beringer Blass Wine Estates) at $818 million in sales; Constellation Brands at $713 million, Robert Mondavi, at $481 million; and Kendall-Jackson Wine Estates at $366 million. See Exhibit 2 for a comparison of the world’s largest winemakers, ranked by sales. Company background Based in London, England, Diageo was created in 1997 through the merger of two British companies, Grand Metropolitan plc and Guinness plc. Diageo — from the Latin word for “day” and the Greek word for “world” — competed in the food, alcoholic beverages and fast food restaurants sectors, although it had publicly stated its intention to exit from all sectors except the beverage industry. Prior to their 1997 merger, Scottish-based Guinness/United Distillers (Guinness) and London-based Grand Metropolitan (GrandMet) owned beer and hard liquor (spirits) brands. Guinness had well-known beer (Guinness Stout, Bass Ale and Harp Lager) and spirit brands and experience distributing products in emerging markets such as Asia and Latin America. Guinness, through its United Distillers (UD) division, also owned whisky (Johnnie Walker, Bell’s) and Gin (Gordon’s, Tanqueray) brands and various alcohol brands. GrandMet, through its International Distillers and Vintners (IDV) division, was a holding company with vodka (Smirnoff), liqueur (Bailey’s), rum (Malibu) and Tequila (through its partnership with the José Cuervo) brands. GrandMet also owned Pillsbury Foods and the Burger King fast-food restaurant chain, enabling it to maintain a sizable presence in the American market. Both holding companies had foreseen a consolidation in the spirits/beer industry and sought acquisitions of related lines of business. In April 1997, George Bull, chairman of GrandMet and Tony Greener, chairman of Guinness, met in London and reached a tentative agreement to merge the two companies. Diageo plc/4 Publicly, both companies gave a number of reasons for the merger. The merger would create one of the largest providers of branded food and beverages in the world. The major reason for the merger, though, was the specific benefits or “synergies” to be realized from combining the premium spirits brands of Guinness and GrandMet. Both companies had extensive experience selling and distributing internationally and the combined portfolio of brands covered the entire spirits spectrum. At the time it was consummated, the merger was expected to save £175 million (roughly $263 million at an exchange rate of £1 = $1.50), although this synergy cost savings was later estimated to be £290 (about $435 million). One of the first consequences of the merger was that the spirits divisions were combined to form a new division called United Distillers and Vintners (UDV). Under the new Diageo holding company corporate structure, Guinness Brewing became one division, UDV another, and Pillsbury and Burger King were combined into a separate food division. From 1997 to the year 2000, the merger was not received as favorably by the investment community as Diageo had originally hoped. During this period, Diageo’s stock price lagged behind the London Stock Index by 20 percent. By 2000, its food division, which had been facing intense price competition, contributed about 35 percent of total company operating profits. The Guinness and UDV divisions contributed the remaining 65 percent of group operating profits. Exhibits 3-5 present recent financial statements. Exhibit 6 presents company segment information by line of business and by geographical region. Hired two years after the merger, Paul Walsh, Diageo’s CEO, stated his intention to focus on the ‘drinks’ business. See Exhibit 7 for a list of Diageo’s portfolio of beverages brands. In 2000, Walsh merged Guinness Brewing with United Distillers and Vintners to create a more focused core of beverages businesses (now named Guinness UDV) upon which to build future earnings growth. In 2000, Seagram Corporation was in the process of being acquired by Vivendi Corporation. Vivendi was interested in Seagram’s entertainment-related assets and made public its plan to sell off Seagram’s numerous liquor brands. At this juncture, Diageo already owned twelve of the top one hundred spirits brands in the world. In seeking Seagram’s liquor brands, CEO Walsh was moving Diageo further along the spiritsoriented strategy. Meanwhile, Allied Domecq, another British alcoholic beverages conglomerate, joined the chase for ownership of Seagram’s valuable drinks brands. Allied Domecq, the number two distiller of alcohol in the world behind Diageo, had already entered into negotiations with Seagram to purchase the Captain Morgan’s rum brand. Allied Domecq was consolidating alcohol brands under one corporate umbrella and had already begun to shed some of its core non-drinks businesses, including a donut chain in Spain and its pub operations in the United Kingdom. Diageo prevailed in the battle for Seagram’s, and in December 2000, Diageo and the French company Pernod Ricard agreed to jointly purchase Seagram’s alcohol assets and divide them between the two companies. Diageo paid $5 billion, while Pernod Richard contributed $3.15 billion to the deal. Diageo stood to gain the Seagram whisky (Seven Crown brand) and Seagram wine assets. These wine assets included Sterling Vineyards (Napa Valley), Monterey Vineyard, and Mumm Cuvée Napa. It also included Diageo plc/5 numerous wine brands with which Seagram had import agreements, such as Barton & Guestier (France) and San Telmo (Argentina). Industry analysts predicted that many of Seagram’s remaining smaller brands would then be divested. A large stumbling block to completing the deal was the United States Federal Trade Commission (FTC). Even though European and Canadian (Seagram’s home country) regulators had approved the deal, the FTC was concerned that Diageo would have a monopoly over the United States rum market if the deal went through. On October 23, 2001, the members of the FTC voted to seek a preliminary injunction to block the sale. Joe Simmons, the director of the FTC’s bureau of competition, said at the time, “This will create a dangerous likelihood of reduced competition and higher prices for consumers of rum.” The FTC’s reasoning was that Diageo would own the second largest rum producer in the United States (Seagram’s Captain Morgan brand) and the third largest (Diageo’s Malibu brand). The FTC indicated that Diageo would probably have to sell one of its rum brands in order to finalize the Seagram purchase. In a press release following the FTC announcement, Paul Walsh stated, “We are encouraged by the FTC’s willingness to have further discussions.” In late October 2001, Diageo completed the sale of its Pillsbury unit to General Mills, and plans were already underway to spin off its Burger King unit by summer 2002. Diageo received a 33% minority stake in the newly merged General Mills and Pillsbury as well as $4.5 billion in cash. Despite intense focus on what it now called its “global priority” brands, Diageo had not yet succeeded in mitigating its high (relative to the industry) financial and operating leverage, vestiges of the 1997 merger. However, some industry analysts remained skeptical that Diageo wasn’t yet completely drinks/alcohol focused. After the Pillsbury deal was announced, Morgan Stanley Dean Witter beverage analyst Alexandra Oldroyd remarked, “People are disappointed that they [Diageo] didn’t get out of the food [sector] altogether.” Walsh rebutted Oldroyd’s criticism by pointing out that the General Mills cash-and-stock deal was the only one available since “not many companies have $10.5 billion in cash.” On December 21, 2001, the FTC gave its final approval to Diageo to complete the Seagram deal, based upon Diageo’s promise to sell its Malibu Rum brand. Commenting on the FTC’s decision, Paul Walsh said, “Last summer we announced Diageo’s strategic realignment behind premium drinks. Our strategy is to focus on our priority brands in their most important markets.” In February of 2002 Diageo sold Malibu rum to its rival, Allied Domecq, for $795 million. Diageo also sold one of Seagram’s wine brands, Mumm Cuvée Napa, to Allied Domecq for $39 million. By the end of the wheeling and dealing, Diageo had strengthened its position in the rum market and had also procured significant wine assets in terms of wineries, brands and export rights. Overview of the wine industry Wine, the German poet Goethe once wrote, “rejoices the heart of men, and joy is the mother of virtue.” Wine has been a part of civilization for thousands of years. One legend that is believed to have arisen in 3500 B.C. described how a tasting of accidentally fermented grape juices turned King Jamshid of Sumer and thus the entire kingdom into wine lovers. Regardless of the validity of legends concerning the origins of wine, grape growing and winemaking were essentially the same in 2002 as they had become by the Diageo plc/6 time of the Roman Empire (220 A.D.). Selected vines were planted and cared for, grapes harvested and crushed, and grape juice transformed into wine through the process of fermentation and then blending, bottling, and labeling. Over the centuries, grape growers and winemakers developed small refinements and improvements in the procedure so as to help the natural process along. Wine is a complex beverage. It contains so many natural substances that scientists are still discovering new facts about it (including the purported health benefits of red wine on preventing heart disease, known as “the French paradox”). Its complexity has accounted for the vast number of producers in the United States and around the world, and the great variety of wines found in the marketplace. According to the Adams Wine Handbook, there are more producers of wine than any other beverage product. Unlike the production of beer or spirits beverages (e.g. whisky, vodka, rum and gin), wine production is primarily an agricultural pursuit. A winemaker could really only further improve the quality of the wine by using better quality grapes. A bad grape crop (e.g., due to weather or pest infestation) could result in a shortage of supply and inconsistent quality in the year-to-year vintages. On the other hand, a glut of grapes due to a bountiful harvest would alleviate supply shortages but not always guarantee consistency of quality. Spirits and beer production were mostly process-related. A better technical process in the efficiency of distilling, for example, could lead to larger quantities being produced as well as improved taste and perceived quality of the final product. Raw materials and ingredients supply and demand imbalances had little effect on quality and quantity of production, due to the longer shelf lives of both raw materials inputs (e.g. grains, yeast and water) and production outputs (e.g. beer, whisky, gin). The nature and circumstances of wine, spirits, and beer consumption could be varied as well. Wine consumption was historically part of daily life in Mediterranean countries. Wine was consumed with the cuisine of the area, and the two complemented each other. In other countries, however, wine was seldom a part of mainstream culture. The markets of Japan, East Asia, and India consumed little wine, and future consumption in those areas was confounded by the fact that traditional wine varieties were not known to be well suited to the diverse cuisines of those regions. Hard liquor (whiskies) and beer dominated alcohol consumption in the United States. In the United States in particular, a strong lobby of anti-alcohol groups, along with other publicity regarding the effects of alcohol on health and public safety, were considered by some industry observers to have had a lasting negative impact on wine, beer and spirits sales and consumption. Antialcohol groups advocated stringent labeling and distribution requirements for all alcoholic beverages. The United States wine industry The United States wine industry was composed of approximately 1,500 wineries in all 50 states; however, it was highly concentrated, with the top 10 wineries accounting for 70 percent (by volume) of United States production, according to the 1999 Adams Wine Handbook. California dominated the United States wine industry with over 800 wineries, which accounted for more than 90 percent of the wine produced in and exported by the Diageo plc/7 United States. Washington, Oregon, and Idaho, had attracted approximately 200 wineries and were developing an export presence and a reputation for quality wines. During the 1990s several major trends emerged in the United States wine industry. These trends included: 1) consolidation of the industry’s “three-tier” distribution network (winery-wholesaler/distributor-retailer); 2) market segmentation due to consumers’ “trading up” from inexpensive jug wines to premium-priced “varietal” wines, such as Chardonnay, Merlot, and Cabernet Sauvignon;1 and 3) the emergence of global markets for wines, notably the increasing share of foreign imports in the United States wine market. Distribution channels. Wine was sold through a three-tier distribution system. Wineries (the first tier) or importers sold wine to wholesalers (the second tier), who provided legal fulfillment of wine products to local retail businesses (the third tier) within a certain state. Wine was a controlled substance, and laws in each state differed regarding how wine could be sold. Typically, wine passed through the second tier via wholesalers and distributors, making direct shipping to retailers or selling wine through the Internet and wine-buying clubs difficult or impossible in all but 13 states. Thus, access to wholesale distribution channels was considered by wineries to be critical. Meanwhile, second-tier distribution channels were consolidating due to the advantages of scale and scope afforded to larger distributors, and due to the fact that there was similar consolidation underway in the third tier, primarily on the retail (off-premises) side. The third tier of the distribution system consisted of retail and non-retail outlets. According to Adams Wine Handbook, supermarkets, convenience stores, club stores, mail order and Internet retailers, specialty stores, and wine clubs accounted for 78 percent of total sales volume. Supermarkets alone accounted for 41 percent of retail wine sales and were very influential in wine distribution. They were dominant in food and drink retailing and made one-stop shopping an appealing concept for consumers. Furthermore, supermarkets had considerable bargaining leverage with wholesalers. The role of specialty stores in wine distribution diminished due to the increasing power of supermarkets. Specialty stores’ share of retail wine sales was about 23 percent in 1998. Nevertheless, specialty stores were not likely to disappear soon because they provided superior customer service. Moreover, their sales staff had extensive knowledge of wines. Specialty stores also carried specialty brands and limited production labels, attracting wine connoisseurs and enthusiasts. On-premises sales via non-retail outlets such as restaurants, hotels, and airlines accounted for the remaining 22 percent of wine volume in the United States, according to Adams Wine Handbook. See Exhibit 8 for an estimated breakdown of percentage sales for each distribution channel by country. Market segmentation. “Table” wines were those with 7–14 percent alcohol content by volume and were traditionally consumed with food. This was in contrast to other wine products such as sparkling wines (champagnes), wine coolers and fortified wines, which 1 In 1983, laws in the United States had taken effect controlling what wineries could put on their labels. A varietal wine meant one variety of grape—the name of a single grape could be used if not less than 75 percent of the wine was derived from grapes of that variety, the entire 75 percent of which was grown in the labeled appellation of origin. Diageo plc/8 were typically consumed as stand-alone beverages. Table wines that retailed at less than $3.00 per 750 ml. bottle were generally considered to be generic or “jug” wines, while those selling for more than $3.00 per bottle were considered “premium” wines. Premium wines generally had a vintage date on their labels. This meant that the product was made with at least 95 percent of grapes harvested, crushed, and fermented in the calendar year shown on the label and used grapes from an appellation of origin (for example, Napa Valley, Sonoma Valley, Central Coast, etc.).2 Within the premium table wine category, a number of market segments emerged, based on retail price points. “Popular premium” wines generally fell into the $3.00 - $7.00 per bottle range, while “premium wines” retailed for $7.00 - $10.00 and “super premium wines” retailed for $10.00 - $15.00. The “ultra premium” category sold for $15.00 - $30.00 per bottle. Any retail price above $30.00 per bottle was considered “luxury premium.” See Exhibit 9 for wine market segmentation by price point. The Wine Institute estimated that 1999 United States wine market retail sales had reached $18 billion, growing from $11.7 billion in 1990. The United States wine market ranked third in the world behind France and Italy. However, the United States ranked thirtieth in the world in per capita consumption of wine in 1999. The greatest concentration of table wine consumers was in the 35 to 55-age bracket. About the same proportion of men and women consumed wine. While all income levels consumed wine, higher income was associated with greater wine consumption. In 1998, adults in families earning over $75,000 annually represented 18.7 percent of the population and 31.4 percent of the domestic table wine consumption. Still, according to the Adams Wine Handbook, barely more than 10 percent of the adults in the United States consumed 86 percent of all wine sold. See Exhibit 10 for wine consumption patterns in the United States by year, 1981-2000, and Exhibit 11 for a table comparing wine consumption in the top ten wine consuming nations in 2000. Global markets. By 2000, the United States had become the second largest market for exported wine and the fourth leading producer of wine in the world. In 2000, United States wine exports to 164 countries totaled $560 million, of which more than 90% came from California. Wine was produced commercially in over 60 countries with 23 percent (by volume) of the wine produced in the world being exported to international markets according to Wines & Vines. Leading wine producers included the “Old World” wineries in France, Italy, and Spain, which were also the leading exporters. So-called “New World” producers, such as the United States, Australia, Chile, Argentina, and South Africa had been making both production and export inroads globally over the past few decades. For example, France, Italy, and Spain all exported more than 25 percent of the wine they produced, Australia exported over 40 percent, and Chile over 80 percent of its 2 Appelation of origin meant a general term for the label designations that indicated geographic origins of bottled wines that met specific legal requirements. Any wine, at least 75 percent which was made of grapes grown in the area designated on its label and that conformed to the laws and regulations relevant there, was entitled to a country, state, or county appellation. § Title 27 Part 4 of the Code of Federal Regulations. Washington, DC: Bureau of Alcohol, Tobacco and Firearms, Regulatory Agency, United States Department of the Treasury. Diageo plc/9 production. Many observers attributed Australia and Chile’s high rates of growth in exports to the comparatively smaller size of their home markets. See Exhibits 12, 13, and 14 for year 2000 comparisons among wine producing nations, ranked by grapes produced, volume of wine produced, and volume of wine exported. Until the mid-1990s, the United States wine market remained largely a domestic industry, with some imports from France, Italy, and Spain competing with United States wineries. By 1999, however, imports had risen to 20 percent of the United States’ market, seven percentage points above 1995, according to Wine Business Monthly. Australian and Chilean wines began making rapid inroads into the United States market. For example, from 1995 to 1999, Australia increased the value of its exports to the United States by 243 percent and Chile by 152 percent. Since 1995, the unfavorable balance of trade for wine in the United States had increased by 78 percent. Tariffs and trade barriers played a pivotal role in obstructing United States wineries’ access to various country markets. Wine exports from the United States nevertheless grew consistently, from a base of $137 million in 1990 to $548 million in 1999, according to the U.S. Department of Commerce. Also, the United States wine industry enjoyed the highest rate of increased wine exports (19.3 percent) in 1998, among the major wine producing countries listed in the 2000 World Vineyard, Grape, and Wine Report. At the same time, United States wineries also faced increasing threats to their domestic market share due to globalization in the wine industry. Wines & Vines reported in 1999 that the United States had only 4.2 percent (by volume) of the world export wine market, while producing eight percent (by volume) of the wine produced in the world. The United States wine industry exported only 13 percent of the wine it produced, while other countries had more intensely developed their export markets. Ten United States wineries accounted for more than 89 percent of exports. Nearly 50 percent of United States wineries exported their products. The leading United States exporter by volume was Ernest and Julio (E&J) Gallo, accounting for about half of United States exports and more than four times the volume of its nearest export competitor. E&J Gallo exported approximately 13 percent of its total production. United States wineries typically exported only a small percentage of their production. Wente Vineyards was a notable exception. Wente had made exports a cornerstone of its long-term strategy, as 60 percent of its annual case sales were in 147 different country markets. By 2001, the super-premium and ultra-premium market segments had become highly fragmented, composed of hundreds of individual, small to large wine-producing operations, all competing to produce the most acclaimed wines each year. Although the largest among these producers held advantages in scale and capital, the smallest wineries were able to compete by consistently producing high quality wines in limited quantities (known in the industry as “on-allocation”). On-allocation wines often gained critical acclaim from wine enthusiasts, in part because of their scarcity. Smaller wine producers, however, remained at a disadvantage when trying to compete for grape sources against larger better-financed competitors, such as Foster Group’s Beringer Blass Wine Estates, Robert Mondavi Corporation, Kendall-Jackson, Sebastiani Vineyards, E & J Gallo, and Constellation Brands’ Canandaigua division. Many of these rival firms owned portfolios of brands, invested in wine-making facilities and vineyards across California and abroad, and produced wines across the price spectrum of the premium, super-premium, and ultra- Diageo plc/10 premium market segments. The ability of a winery to produce brands in multiple segments appealed to distributors and retailers, who were in turn hoping to sell broad product lines to consumers. Due to the globalization of markets and the creation of the European Union, trade barriers were falling worldwide. The worldwide consolidation trend accelerated among wineries and distributors. For example, Allied Domecq (United Kingdom), BRL Hardy (Australia), Brown Forman Corporation (United States), Constellation Brands (United States), Fosters Group (Australia) and Southcorp (Australia) had all courted larger premium wineries in Northern California, such as Buena Vista and Kendall-Jackson, for acquisitions. Wine industry analysts anticipated further consolidation in the wine industry as large wine and alcoholic beverage conglomerates continued to acquire smaller winery operations across national borders, in order to gain access to premium and ultra-premium brands, as well as access to the growing markets for those brands. Competition Diageo Chateau & Estates Wines competed with two major types of businesses: standalone wineries and conglomerates. Diageo’s primary stand-alone winery competitors in the United States included publicly-traded Robert Mondavi, and the privately held Kendall-Jackson, E&J Gallo, and a host of small- to medium-size wineries primarily based in Northern California. Large conglomerate competitors included Allied Domecq, Brown-Forman’s Wine Estates division, Constellation Brands’ Canandigua division, Fortune Brands, Foster’s Group’s Beringer Blass Wine Estates division, Louis Vuitton Möet Hennesey (LVMH), Southcorp, and UST (formerly known as U.S. Tobacco). Comparative historical financial data for many of Diageo’s publicly traded competitors in the alcoholic beverages industry are shown in Exhibits 15 and 16. Since the end of Prohibition in 1933, the jug wine segment had been almost completely dominated both in the United States and global markets by E&J Gallo, a family-owned wine business. However, during the 1980s, large alcoholic beverage companies, such as Canandaigua and The Wine Group, entered and competed with E&J Gallo in the jug wine market segment. Although Modesto, California-based E&J Gallo was still the single largest wine producer in the world, comprising approximately 45 percent of California wine sales, it had failed to capitalize on changes in consumer demand toward a preference for premium wines. In recent years, E&J Gallo, like many other jug wine producers, sought to enter the premium wine market, choosing to develop and launch new E&J Gallo brands from 2,300 acres of prime vineyards in Sonoma County, acreage acquired to supply the development of new premium and ultra-premium brands. Besides the wine companies, several large food and beverage conglomerates, such as Nestlé, Pillsbury, Suntory, PepsiCo, and Coca Cola, entered the premium market by acquiring premium to ultra-premium wineries in the 1970s. However, during the 1980s, each of these food and beverage companies divested their wine holdings, choosing instead to focus on their core businesses. The beneficiaries of these divestitures were the wine and alcoholic beverage companies that continued to build their portfolios of wine brands. For example, while Diageo and Allied Domecq owned a host of other diversified businesses, Constellation/Canandigua focused primarily on alcoholic beverages and Diageo plc/11 related products such as bottled water. All three firms, however, were firmly rooted in distilled spirits, and continued to expand their wine businesses. Diageo’s Chateau & Estates division faced intense global competition in the premium and ultra-premium wine segments. Rival beverage conglomerates such as Brown-Forman, Foster’s Group, and Constellation/Canandigua continued to build their wine portfolios through acquisitions and partnership arrangements. Diageo’s conglomerate competitors had historically expanded their wine portfolios through acquisitions of independent wineries as well as purchases of and majority interests in the beverage divisions of other conglomerates. In 2000 and 2001, conglomerates began divesting those satellite businesses that diverted resources from their core beverage businesses, notably Allied Domecq’s sale of the majority of its food operations. Exhibit 17 presents a comparison of portfolios and recent strategic moves by several major competitors in the wine industry. At the wine industry’s annual trade conference in Sacramento, California in January 2002, several industry experts predicted that the wine industry would continue to grow despite the challenges of economic uncertainty, consolidation, and oversupply of grapes. The experts opined that the accelerating trend of worldwide consolidation in the producer and trade segments would be more than offset by several factors. These included the continuing increase in the number of small wineries, a fundamental increase in consumer demand, the increasing affluence of the wine-buying public, and the results of decade-long efforts directed toward improving quality in production, sales, and service. Vic Motto, of Motto Kryla, Fisher, a wine industry consultant, remarked: Globalization has created a world market with a trend towards worldwide normalization of taste and stylistic standards. Global communication networks have also created the potential for small brands to access the same consumers as large ones. However, no one has succeeded in building a global brand—yet. Future uncertainties At the time of Ray Chadwick’s promotion in December 2001 to President of the Chateau & Estates wine division, another Diageo executive had said publicly: With Ray Chadwick’s rich and long history in the wine business, he will bring a thorough understanding of what it takes to be successful in a competitive industry. Additionally, Ray has a command of the intricate financial issues, as well as the strategic vision critical to leading a portfolio that will contain some of the finest wines in the world. Key to being successful in the wine industry is how well you build and maintain relationships. As Chadwick considered changes in the portfolio for his Chateau & Estates wine division, many observers still questioned Diageo’s wisdom of entering the wine industry at all, with its comparatively (to spirits and beer) lower profit margins and the industry’s increased reliance on an uncertain grape supply and consumer demand. Exhibit 18 presents Chadwick’s biography. In a January 2002 interview with a reporter at Wine Business Insider, Chadwick spoke of Diageo’s philosophy behind entering the wine business: Diageo plc/12 Wines are a very attractive consumer segment with a strong growth potential. Wine is definitely a complement to Diageo’s strategy to be a total beverage alcohol company. Diageo is very focused on the consumer and we think about “consumer need” states and what types of beverage alcohol consumers tend to drink in these various need states. There’s one need state which is the dinner table: wine tends to be the choice when people choose to consume beverage alcohol. When people sit at the table and they eat, they tend to use wine. Still, some observers argued that the wine market required a completely different set of skills from Diageo’s other beverages brand businesses, and that wine was more about vintage than brand, so there would be little transfer of skills in the Seagram acquisition. An anonymous critic, quoted in Marketing Week, said: I would question the long-term growth potential of a company that moves from being a conglomerate with lots of diverse interests to being a business focused purely on highvalue drinks. The alcoholic drinks market is not a high growth industry — the only way to grow is to take market share from someone else. However, other observers believed that global trends favored Diageo. As beverages analyst Alan Gray of ING Barings Charterhouse Securities pointed out in the same Marketing Week article, “There are growth and cost benefits to come — Diageo can sell the acquired brands through its own distribution network.” In an interview with Wine Business Insider in January 2002, Chadwick commented on Diageo’s future relationships with its distributors: Let me address this very directly. [We want] to develop a more efficient and effective way of bringing [our] total portfolio of products — including wines — to market. We want to create a new way of working with our distributors and brokers. Over the coming months we will begin a process with our distributors and brokers to develop this new kind of relationship. And we can foresee the possibility of adjustments to our distributor network in the next year or eighteen months, but that process is just beginning. In broad strokes, the new relationship will be more collaborative, more fact-based, more longterm, and more focused on delivering greater value to consumers and customers: understanding the consumer better, understanding customers and consumers better, for example, working with our distributors to really fine tune our channel strategy. I can honestly say to you that no decisions have been made yet. Despite all the economic, social and political turmoil that marked 2001, global retail dollars from the sale of wine, beer and diversified spirits increased approximately 3.5% to $127.3 billion (from $122.8 billion in 2000), according to Beverage Dynamics. Spirits retail sales increased 2.9%, from approximately $37.3 billion to more than $38.4 billion. Wine retail sales grew about 4.4%, from $18.1 billion to just under $19.0 billion. Beer dollar volume sales also rose, up 3.7% from $67.4 billion in 2000 to almost $70 billion in 2001. Although the percentage gains over the previous year were smaller in 2001 than in 2000, consumption trends favored higher-end products. Diageo plc/13 A few months before the 2002 sale of the Glen Ellen brand to The Wine Group, Chadwick explained the segmentation of Diageo’s wine brands to Wine Business Insider: Super-premium wines are growing really well. The $12-$15 category continues to be a really attractive category for us. The economy and the events of September 11 have caused some business to shift from on-premise to off-premise. People are staying home but they’re still drinking wine at home with friends at the table. The off-premise sector has been strong. On-premise was relatively weak for a while and has begun to come back in many areas. There’s no doubt that the low end of the business has been soft, but again, that $12-$15 category — where we’ve got some really good brands — continues to be very strong. BV [Beaulieu Vineyards] and Sterling are two of the great Napa Valley brands. We’ve got a stable of other California brands: Glen Ellen, the Monterey Vineyard, Blossom Hill, Mumm Cuvée Napa. On the European side, we have a worldrenowned collection of great labels from Bordeaux and Burgundy, and we also have B&G French wines. And our other French relationships — most notably Trimbach from Alsace — we expect will continue to grow. Question marks still remained regarding Diageo’s future in a global market where economic uncertainties increased the difficulty of forecasting and planning future growth. Much of the Chateau & Estates division’s success would depend on the basic skills of marketing: well timed innovation, informed analysis of social and demographic trends, and leveraging strong distribution, particularly in the United States. Chadwick wondered how to manage the wine brands more profitably, leveraging Diageo’s formidable resources and history of successfully marketing other beverages. In the January 2002 Wine Business Insider interview, Chadwick discussed the future of his portfolio of wine brands: BV will remain BV and Sterling will remain Sterling. Each will operate independently and each will retain their unique character. Within our portfolio, they complement each other. BV was founded 100 years ago, it is high end in certain appellations, notably Carneros and Rutherford. Georges de Latour (the late founder) is an icon in the industry. Sterling was the first Napa Valley Winery to bottle a vintage-dated varietal — Merlot — again, it has a unique set of vineyards. Our plan is to have a focused wine division with dedicated sales and marketing teams. We’re also going to have dedicated finance, human resources and operations departments within the wine division. Any overlap is minimal. As you may be aware, Guinness UDV markets wines together with spirits. And those individuals that focused on wines are being considered for opportunities within Chateau & Estates. We’re still putting the company together, but we intend to have a very, very strong and large organization. We are very alert to opportunities to expand our current business, but the economics have to be right. We have to provide returns to our shareholders. Still, Chadwick wondered, should Diageo lead or follow other conglomerates into further diversification outside of its current French and U.S. wine holdings? Diageo plc/14 Bibliography ABC News Radio (2001). “Foster’s to expand its wine arm,” August 29. Adams (1999). Adams Wine Handbook, Adams Business Media, New York. Anon. (2001). “2000 California wine sales up - for seventh consecutive year.” http://www.thewineman.com, March 15, 2001. Anon. (2001). “US clears $8 billion Seagram deal.” http://news.bbc.co.uk, December 19. Anon. 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(2002). “Q&A with Diageo Chateau & Estates President Raymond Chadwick,” Wine Business Insider, January. Brandes, R. (2002). “Growth brands,” Beverage Dynamics, 114(2), (March), 14-23. De Luca, J. (2002). “The outlook for the California wine industry in 2002,” Presentation to the North Bay Economic Outlook conference, Rohnert Park. CA, February 2002. Echikson, W. et. al. (2001). “Wine war.” Business Week, September 3, 54-60. Fish, T., & Gaffney, J. (2001). “Sale of Seagram’s Wines & Spirits blocked by U.S. regulators.” http://www.winespectator.com, October 24. Foster’s Group Inc. Annual Reports 2000 and 2001. Gaffney, J. (2002). “Diageo sells Glen Ellen for $83 million.” http://www.winespectator.com, March 18. Gomberg-Fredrikson. (1999). 1999 Annual Wine Industry Review, Gomberg, Fredrikson & Associates, 703 Market Street, Suite 1602, San Francisco, CA 94103. Lamb, R. & Mittleberger, E. (1984). In Celebration of Wine and Life. New York: Drake Publishers. Lucas, G. (2002). “Small wine merchants uncork anger.” San Francisco Chronicle, April 16, A13. Mansson, P-H. (2001). “Who really controls the vineyards of France.” Wine Spectator, November 30, 89-92. Manuel, D. (2001). “What’s a premium wine?” http://www.supermarketguru.com, November 19. Motto Kryla Fisher. (2002). “High-end California wine sales increase 10% in 2001,” Unified Grape Symposium, Sacramento, CA, January 2002. Quackenbush, J. (2002) “Diageo plans Napa HQ.” North Bay Business Journal, January 7, 1. Rachman, G. (1999).”The globe in a glass.” The Economist. December 18, pp. 91-105. Radio National. (2001). “The business report: Fosters’ wine on the march,” January. Robert Mondavi, Inc. (2001), press release, July 25. Simon, A. (1957). The Noble Grapes and The Great Wines of France. NY: McGraw-Hill. Standard & Poor’s. (2001). Industry Surveys: Alcoholic Beverages & Tobacco. March 1. Diageo plc/15 Exhibit 1—Diageo plc—Stock Price Movements, 1997-2002 Diageo 2000 2001 2002E 2003E 19.9x 2.8% 19.3% 8.5% 17.3x 3.0% 20.1% 15.1% 17.0x 3.2% 18.4% 1.6% 14.3x 3.4% 20.7% 14.5% (NYSE:DEO) P/E ratio Dividend yield ROI Core EPS growth Sources: www.StockCharts.com, accessed October 28, 2002; Diageo company reports, and Salomon Smith Barney estimates as of October 25, 2002. Diageo plc/16 Exhibit 2—World’s Biggest Wine Makers, ranked by sales ($ millions) Rank 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. Company1 Country Wine Sales in CY 2000 E&J Gallo Winery2 Foster’s Group3 Seagram4 Constellation Brands5 Southcorp Castel Frères Diageo6 Henkell & Sonlein Robert Mondavi Kendall-Jackson U.S. Australia Canada U.S. Australia France Britain Germany U.S. U.S. $1,500 818 800 712 662 625 590 528 481 366 NOTES 1 List excludes France’s LVMH, which earned more than 75% of its $1.6 billion wine sales in champagne. 2 Includes Gallo of Sonoma (Healdsburg, CA) with estimated sales of $190 million. 3 Includes Beringer Blass Wine Estates (Napa, CA) with estimated sales of $440 million. 4 Includes Seagram Chateau & Estates (Napa, CA) with estimated sales of $273 million. 5 Includes Franciscan Estates (Rutherford, CA) with estimated sales of $200 million. 6 Includes Guinness (Rutherford, CA) with estimated sales of $303 million. Sources: Business Week, September 3, 2001, p. 57; North Bay Business Journal estimates (June 11, 2001). Diageo plc/17 Exhibit 3 — Diageo plc, Summary Statements of Income and Expenses, 1998-2002 FY June 30 All quantities converted from £ sterling to dollar amounts in millions except per share amounts. 2002 2001 2000 1999 Turnover - continuing operations Turnover - acquisitions Turnover - discontinued operations Total turnover Operating costs Operating profit Share of profits of associates Trading profit Disposal of fixed assets Sale of businesses – cont. operations Merger expenses Sale of businesses – discont. operations Utilization of provision Total Interest payable (net) Profit on ordinary activities before tax Taxation on profit on ordinary activities 1998 $13,881 860 2,183 16,924 (14,444) 2,480 424 $12,933 — 6,299 19,232 (16,422) 2,810 305 $18,010 — — 18,010 (15,307) 2,704 296 $18,716 — — 18,716 (16,309) 2,407 286 $29,229 — 176 29,405 (25,803) 3,602 452 2,903 (33) 749 3,115 29 42 3,000 8 (255) 2,693 (16) (165) 4,054 (3) (869) 141 483 (77) — — 452 415 688 (807) 3,934 (1,510) (599) 3,504 (949) (525) 2,584 (653) (551) 2,202 (608) 149 (514) 2,328 (698) Profit on ordinary activities after tax $2,555 $1,930 $1,593 $1,630 $2,424 Minority interests - equity Minority interests - non-equity Profit for the year Dividends Transferred to reserves (74) (57) 2,426 (1,151) 1,275 (65) (55) 1,810 (1,126) 684 (56) (56) 1,481 (1,082) 399 (78) (57) 1,495 (111) (90) 2,223 $0.73 $0.73 $0.54 $0.54 $0.44 $0.44 $0.42 $0.42 $0.57 $0.57 Earnings per share - basic Earnings per share - diluted NOTE: Entries for Fiscal Years 2001 and 2002 have been restated to account for Goodwill from the acquisition of Seagram’s drinks businesses. Source: Diageo Annual Reports Diageo plc/18 Exhibit 4— Diageo plc, Consolidated Balance Sheets, 1998-2002 FYE June 30 All quantities converted from £ sterling to dollar amounts in millions. 2002 2001 Fixed Assets Intangible assets Tangible assets, net Investments Total fixed assets Current Assets Inventory stocks Debtors due within one year Debtors due after one year Debtors subject to fin. arrangements Investments Cash at bank & in hand Total current assets Creditors due within one year Borrowings Other creditors Creditors due after one year Borrowings Other creditors Provision for liabilities & charges Capital and reserves Called up share capital Share premium account Revaluation reserve Capital redemption reserve Profit & loss account Reserves attributable to equity shareholders Shareholders’ funds before minority interest Minority interest - equity Minority interest - non-equity Total minority interests Total capital & reserves Source: Diageo Annual Reports 2000 1999 1998 $8,151 3,818 4,775 16,744 $8,028 4,764 2,210 15,002 $8,025 4,670 2,270 14,965 $8,232 5,043 2,149 15,424 $7,854 4,994 2,067 14,915 3,474 3,314 1,815 3,348 2,948 1,926 3,246 2,799 1,801 59 3,494 3,064 2,047 60 2,394 10,997 2,763 10,985 1,613 9,518 1,741 10,406 3,715 3,384 1,660 30 804 4,159 13,752 (5,577) (5,468) (11,045) (5,990) (5,243) (10,646) (4,652) (4,969) 9,621) (6,196) (5,605) (11,801) (7,849) (5,855) (13,704) (5,567) (74) (5,990) (144) (5,638) (152) (5,387) (159) (4,808) (404) (5,640) (1,221) 9,834 (6,134) (1,094) 8,594 (5,790) (1,053) 8,019 (5,546) 7,288 (5,212) (1,171) 8,580 1,395 1,986 194 4,518 1,481 1,971 206 4,431 (404) 1,502 1,950 209 4,475 (988) 1,574 2,012 275 4,659 (2,131) 1,892 1,863 316 4,772 (1,151) 7,607 6,204 5,646 4,814 5,799 9,002 276 557 833 9,834 7,685 311 599 909 8,594 7,148 256 615 871 8,019 6,388 284 616 900 7,288 7,691 281 608 889 8,580 Diageo plc/19 Exhibit 5—Diageo plc, Consolidated Cash Flows, 2001 and 2002 All quantities converted from £ sterling to dollar amounts in millions. FYE Jun 30 2002 Net Operating Cash Flow Net Investing Cash Flow Net Financing Cash Flow Net Change in Cash Depreciation and Amortization Capital Expenditures Cash Dividends Paid 2001 $ 2,361.0 (785.0) (1,435.0) 2000 $ 2,108.0 (59.0) (2,256.0) $ Million Net cash inflow from operating activites Dividends received from associates Returns on investments and servicing of finance Interest paid (net) Dividends paid to equity minority interest Taxation Capital expenditures and financial investment Purchase of tangible fixed assets Purchase/sale of own shares Sale of fixed assets Free cash flow Acquistions and disposals Purchase of Seagrams spirits and wine businesses Purchase of other subsidiaries Sale of the Pillsbury Company Sale of other subsidaries and businesses Sale of associates Equity dividends paid Cash flow before management of liquid resources and financing Management of liquid resources Financing Issue of share capital Own shares purchased for cancellation Redemption of guaranteed preferred securities (Decrease)/increase in loans (Decrease)/increase in cash in the year Movement in net borrowings (Decrease)/increase in cash in the year Cash flow from change in loans Change in liquid resources Change in net borrowing from cash flows 1999 $ 589.0 191.0 (552.0) Year Ended June 30, 2002 $ Million 3,012 131 (540) (60) 1998 $ 3,201.7 1,498.4 (4,071.7) Year Ended June 30, 2001 $ Million $ Million 3,414 152 (669) (47) (600) (467) (878) (96) 57 (716) (345) (659) (81) 65 (917) 1,159 (5,300) (89) 6,269 1,382 - (675) 1,830 (204) 18 29 2,262 (1,137) (158) (1,088) 2,285 138 585 (858) 17 (2,487) (206) 47 (162) (59) 597 (2,676) (253) 423 150 (225) 206 (138) (157) 150 (597) 858 411 Diageo plc/20 Exchange adjustments Non-cash items (Increase)/decrease in net borrowings Net borrowings at beginning of the year Net borrowings at end of the years Source: Diageo Annual Reports and 10-K. 401 (269) (25) (8,219) (8,244) (344) 32 99 (8,318) (8,219) Diageo plc/21 Exhibit 6 — Diageo plc, Selected Financial Ratios, 1998-2002 2002 Profitability Return On Total Equity (%) Return On Assets (%) Return On Invested Capital (%) Cash Earnings Return On Equity (%) Cost of Goods Sold To Sales (%) Gross Profit Margin (%) Operating Profit Margin (%) Pretax Margin (%) Net Margin (%) Activity Assets Per Employee ($) Assets Turnover (x) Inventory Turnover (x) Net Sales To Gross Fixed Assets (x) Capital Expend Pct Sales (%) Leverage Total Debt Pct Common Equity (%) LT Debt Pct Common Equity (%) LT Debt Pct Total Capital (%) Equity Pct Total Capital (%) Total Debt Pct Total Assets (%) Total Capital Pct Total Assets (%) Liquidity Quick Ratio (x) Current Ratio (x) Cash Ratio (x) Receivables Pct Current Assets (%) Inventories Pct Current Assets (%) Inventories Days Held (days) Source: Diageo Annual Reports 2001 2000 1999 1998 25.61 25.11 20.55 13.22 9.13 8.03 7.02 6.64 12.15 10.92 9.45 8.90 36.66 38.05 21.36 21.66 75.05 70.67 66.24 59.72 20.29 26.12 30.34 36.53 19.64 16.20 18.49 18.50 13.88 10.61 12.88 14.05 11.18 8.22 9.49 9.03 $344,496 0.64 3.72 2.18 4.00 $333,540 0.78 3.97 2.61 4.61 $350,909 0.64 3.00 2.07 5.38 $381,522 0.57 2.56 2.12 6.42 152.17 149.29 187.77 169.56 80.29 82.10 87.74 64.76 41.74 42.17 43.38 36.19 51.98 51.37 49.44 55.89 43.83 42.82 45.65 44.41 55.41 55.83 49.17 46.86 0.50 0.43 0.39 0.56 0.85 0.80 0.71 0.88 30.54 20.90 20.82 41.04 28.85 32.17 33.81 22.00 37.01 42.06 41.80 30.72 96.71 90.78 120.16 140.58 Diageo plc/22 Exhibit 6 — Diageo plc, Segment Analysis, 2002, 2001, and 2000 (millions, British £ sterling) FY 2002 Revenue Oper. Profit FY 2001 Total Assets Line of Business Premium Drinks Quick Service Rest. Packaged Food TOTAL Geographical Area Europe North America Asia Pacific Latin America Rest of World TOTAL NOTE: Percentages may not add up to 100% due to rounding. Source: Diageo Annual Reports Revenue FY 2000 Oper. Profit £ 7,580 59% Revenue £ 1,432 67% £ 5,123 48% Oper. Profit Total Assets £ 7,117 60% £ 1,286 65% £ 4,972 49% 1,356 13% 8% 1,432 13% 8% 202 10% 4,199 33% 518 24% 4,077 38% 3,812 32% 492 25% 3,734 37% £ 12,821 100% £ 2,127 100% £ 10,632 100% £ 11,870 100% £ 1,980 100% £ 10,062 100% £ 4,073 32% £ 614 29% £ 3,763 35% £ 4,181 35% £ 585 30% £ 3,804 38% 6,401 50% 47% 6,193 58% 5,639 48% 956 48% 5,696 57% 990 8% 206 10% 246 2% 886 7% 170 9% 183 2% 776 6% 188 9% 216 2% 697 6% 165 8% 252 3% 581 5% 118 6% 214 2% 467 4% 104 5% 127 1% 1,042 8% Total Assets £ 12,821 100% 177 1,001 £ 2,127 100% £ 10,632 100% 941 £ 11,870 100% £ 1,980 100% £ 10,062 100% Diageo UDV/23 Exhibit 7 — Diageo’s Portfolio of Drinks Businesses and Priority Brands Global Priority Brands in 2002 Brand Recent news Johnnie Walker Baileys J&B Tanqueray Smirnoff Red Smirnoff flavours Cuervo Guinness Captain Morgan net sales up 4% volume up 10% volume up 5% in Spain re-launched with marketing spend up 11% volume up 7%. now 1 million cases; Ice up 98% US market share up 1.1% creating a platform for future growth growing volume and market share in US Local priority brands in 2002 and 2003 Brand Market Archers Beaulieu Wines Bells Bells Buchanan’s Buchanan’s Budweiser Bundaberg rum Cardhu Carlsberg Dimple/Pinch Goldschlager Gordons gin Gordons gin Harp Old Parr Red Stripe Romana Sambuca Rumple Minze Smithwicks Great Britain United States Great Britain South Africa United States Venezuela Ireland Australia Spain Ireland Korea United States Great Britain United States Ireland Japan Jamaica United States United States Ireland Brand Added for 2003 Market Cacique* Crown Royal* Malta Myers’s Rum* Pilsner Seagram’s 7* Seagram’s VO* Sterling Vineyards* Tusker Windsor Premier* Spain United States Africa United States Kenya United States United States United States Kenya Korea Source: Diageo’s presentation to Securities’ Analysts and Investors, London, September 5, 2002. Diageo UDV/24 Exhibit 8 — Wine Distribution Channels by Country, Year 2000 HORECA* (%) Supermarkets Specialists Other** Western Europe Austria Belgium France Greece Germany Italy Netherlands Portugal Spain UK 26 44 28 30 20 14 12 10 57 20 41 39 38 36 43 34 62 81 33 59 4 7 19 20 7 8 21 5 7 18 30 10 14 14 30 44 5 6 4 2 Americas Argentina Canada Chile US 15 24 45 22 10 5 26 41 2 65 14 23 75 6 14 14 Other South Africa Australia Japan 34 57 61 28 15 7 34 19 17 3 9 15 *HORECA = Hotels, Restaurants, and Cafes **Other includes direct sales, mail orders, corner and food shops Source: Euromonitor Exhibit 9—United States Consumers’ Wine Purchases in Food Stores, Year 2000 AC Nielsen/Adams Category Total Wine Up to $3 $3 to $7 $7 up to $10 $10 up to $14 $14 and over Volume Share Case Removals Change (000) Volume % Change Revenue % Change 100% 39% 41% 13% 5% 2% 1,266 -920 539 1,298 468 146 3% -4% 3% 22% 23% 18% 10% -4% 3% 24% 25% 24% Sources: Gomberg-Fredrikson & Associates’ data, compiled from AC Nielsen/Adams. Diageo UDV/25 Exhibit 10 — U.S. Per Capita Wine Consumption, 1981-2000 Year Total Wine per Resident, Gallons Total Wine, Gallons Total Table Wine, Gallons 2000 1999 1998 1997 1996 1995 1994 1993 1992 1991 1990 1989 1988 1987 1986 1985 1984 1983 1982 1981 2.01 2.02 1.95 1.94 1.89 1.77 1.77 1.74 1.87 1.85 2.05 2.11 2.24 2.39 2.43 2.43 2.34 2.25 2.22 2.20 565 551 526 520 500 464 459 449 476 466 509 524 551 581 587 580 555 528 514 506 505 482 466 461 439 404 395 381 405 394 423 432 457 481 487 378 401 402 397 387 Source: The Wine Institute.org. Key Facts. Exhibit 11 — Top 10 Wine Consuming Nations, 2000 Country France Italy USA Germany Spain Argentina United Kingdom China (inc. Taiwan) Russia Romania Wine Consumption (million liters) Share of World Consumption % 3,290 3,080 2,140 1,956 1,450 1,276 915 553 550 521 15.0 14.0 9.8 8.9 6.6 5.8 4.2 2.5 2.5 2.5 Source: G. Dutruc-Rosset, extracted from the Report on World Vitiviniculture. Presented at the World Congress of the OIV in Adelaide, 12 October 2001. Diageo UDV/26 Exhibit 12 — Top 10 Grape Producing Nations, ranked by grape production, 2000 Country Grape production (million tons) % Share of world production 8,871 7,627 6,792 6,641 3,400 3,013 2,300 2,191 1,900 1,408 14.2 12.2 10.9 10.6 5.4 4.8 3.8 3.5 3.0 2.5 Rest of world 18,266 29.1 World 62,409 100.0 Italy France USA Spain Turkey China (inc. Taiwan) Iran Argentina Chile Germany Note: percentages may not add up to 100% due to rounding. Source: G. Dutruc-Rosset, extracted from the Report on World Vitiviniculture. Presented at the World Congress of the OIV in Adelaide, 12 October 2001. Exhibit 13 — World’s Top 10 Wine Producing Nations, ranked by volume, 2000 Wine production (million liters) % Share of world production France Italy Spain USA Argentina Germany Australia South Africa Portugal Chile 5,754 5,162 4,113 2,210 1,254 985 859 695 669 667 20.9 18.8 15.0 8.0 4.6 3.6 3.1 2.4 2.4 2.4 Rest of world 5,123 18.8 27,491 100.0 Country World Note: percentages may not add up to 100% due to rounding. Source: G. Dutruc-Rosset, extracted from the Report on World Vitiviniculture. Presented at the World Congress of the OIV in Adelaide, 12 October 2001. Diageo UDV/27 Exhibit 14 — Top 10 Exporters of Wine in the World, 2000 Country Italy France Spain USA Australia Chile Germany Portugal Moldavia South Africa Rest of world World Wine exports (million liters) % Share of world exports 1,780 1,508 865 297 285 270 254 210 152 139 27.5 23.3 13.4 4.6 4.4 4.2 3.9 3.2 2.3 2.1 714 11.0 6,474 100.0% Note: percentages may not add up to 100% due to rounding. Source: G. Dutruc-Rosset, extracted from the Report on World Vitiviniculture. Presented at the World Congress of the OIV in Adelaide, 12 October 2001. Diageo UDV/28 Exhibit 15—Selected Financial & Operating Highlights of Global Alcohol & Beverage Conglomerates, 1999 and 2000 Sales ($ millions) 2000 ROE (%) 2001 2000 ROA (%) 2001 2000 HQ Location 2001 Allied-Domecq1 Bristol, England $ 4,318 $ 6,154 $ 3,948 $ 516 $476 $114 117.7 N/A 12.7 N/A Brown-Forman Louisville, KY 2,180 2,009 2,134 233 202 218 19.6 20.8 19.3 19.3 Fairport, NY 3,154 2,340 1,497 136 97.3 77.4 14.4 15.8 3.9 3.3 Fortune Brands Lincolnshire, IL 5,678 5,579 5,844 385 (891) (138) 18.9 -6.2 7.5 -2.3 Foster’s Group2 Australia 2,244 1,874 1,656 256 236 203 12.2 18.5 9.0 12.8 Louis Vuitton Moet Hennessy (LVMH) 3 Paris, France 1,168 8,589 10,909 10 696 680 0.2 10.3 2.0 8.4 Australia 1,375 1,441 1,554 118 168 11 15.2 N/A N/A N/A 1,670 1,548 1,512 492 442 469 84.6 163.3 24.4 26.8 Constellation Brands, Inc. Southcorp2 UST Greenwich, CT 1999 Net Income ($ millions) 2001 2000 1999 Company N/A = Not Available. 1 Converted from British £ sterling to U.S. dollars at a rate of £1 = $1.50 U.S. Converted from Australian dollars to U.S. dollars at a rate of $1 Australian = $0.55 U.S. 3 Converted from Euros to U.S. dollars at a rate of 1 ¤= $0.95 U.S. 2 Sources: Company reports, Value Line, and WSRN.com, accessed October 25, 2002. Diageo UDV/29 Exhibit 16 — Selected Stock Price and Financial Data for Publicly-Traded U.S. Alcohol Beverage Companies, 2002 Stock Ticker Symbol Recent stock price P/E Ratio (x) 12 mo. Trail EPS 30 day price change (%) 1 year price change (%) Brown-Forman Corp. Chalone Wine Group Constellation Brands Diageo plc (ADS) Robert Mondavi Corp. BF.B CHLN STZ DEO MOND $75.00 8.65 25.50 46.14 31.86 23 62 14 15 14 $3.29 0.14 1.82 2.98 2.21 13% 8% 0% -8% 6% 23% -10% 19% 15% -1% Div. Stk. Mkt. Yield Capitaliz. Beta (%) ($ million) 0.44 0.25 0.30 0.39 0.82 1.9 Nil Nil 3.1 Nil 2,963 104 1,994 39,346 305 Return on equity (%) Pre-tax margin (%) LTD to Capital (%) 18.3 2.8 17.5 24.8 6.1 17.8 6.5 8.2 13.4 9.3 2.8 38.6 53.6 40.5 41.0 Source: Compiled by casewriters in October 2002 from statistics prepared by Richard Joy, Standard & Poor’s Rankings. Diageo UDV/30 Exhibit 17—Profiles of Diageo’s Major Wine Industry Competitors: Brand Portfolios and Recent Strategic Moves Company Portfolio Brands—Wine Other Portfolio Brands Annual Wine Production Recent Strategic Moves Allied Domecq Clos du Bois, Callaway Coastal, Atlas Peak, William Hill, Bodegas Balbi, Graffigna & Ste Sylvie, Montana, Marques de Arienzo, Harveys, Cockburn’s, La Ina, Mumm and Perrier-Jouet. Spirits: Ballantine’s, Beefeater, Kahlua, Sauza, Stolichnaya, Tia Maria, Maker’s Mark, Courvoisier Canadian Club Fast-food: Dunkin’ Donuts, BaskinRobbins and Togo’s Atlas Peak: 40,000 cases; 500 acres owned Callaway: 340,000 cases; 40 acres owned, 605 leased or controlled Clos du Bois: 1.4 million cases; 640 acres owned, 160 leased or controlled Unsuccessfully bid to acquire Seagram’s drinks businesses assets in 2001. Constellation (Canandigua) Almaden, Arbor Mist, Franciscan Oakville Estate, Simi, Estancia, Talus, Taylor, Vendange Spirits and Beer: Paul Masson brandy, Corona Extra, Modelo Especial, St. Pauli Girl, Alice White, Black Velvet, Fleischmann’s, Schenley, Ten High, Stowells of Chelsea 30 million cases; 765 acres owned, 2,600 leased or controlled. Acquired Ravenswood Estates (Sonoma, CA) for $148 million in cash and assumed debt in July 2001. E & J Gallo E & J Gallo (Modesto, CA): Gallo, Thunderbird, Carol Rossi, Bartles & Jaymes None E & J Gallo (Modesto, CA): 90 million cases (est.) Is world’s largest wine producer and leading U.S. wine exporter, selling in 85 countries; wines also account for over 25% of all U.S. wine sales; exports one million bottles annually to the French market; plans to create first-mover advantage in the Indian wine market. Gallo of Sonoma (Healdsburg, CA): E&J Gallo Estate, Gallo of Sonoma, Anapamu, Marcelina, Rancho Zabacho, Indigo Hills Gallo of Sonoma (Healdsburg, CA): 1 million cases (est.); 3,000 acres Kendall-Jackson Kendall-Jackson, Pepi, La Crema, Edmeades Estate, Camelot, Tapiz, Villa Arceno, Calina None 4 million cases; 12, 000 acres Launched new Australian line, Yangarra Park in 2001; in May 2001, rejected several takeover bids, including one by BFC; also lost fiveyear battle with Gallo over alleged theft of trade secrets. Robert Mondavi Robert Mondavi Winery, Robert Mondavi Coastal, Woodbridge, La Famiglia de Robert Mondavi, Byron, Arrowood, Vichon Mediterranean, Opus One, Caliterra, Luce None Unknown; 7,730 acres Formed joint ventures with producers in France, Chile, and Italy; created a $10 million wine country attraction in 2001 at Disney’s California Adventure theme park; began shift from vineyard development to production — internal grape supply expected to rise from 7% to 20% by 2004. Sources: Dow Jones Interactive On-line, accessed October 25, 2002, and Wines and Vines’ 2001 Annual Buyers’ Guide. Diageo UDV/31 Exhibit 18 — Ray Chadwick’s biography Ray Chadwick President, Diageo Chateau & Estates Chadwick was appointed president of Diageo’s wine operations in December 2001. At that time he assumed responsibility for the integrated wine operations of Guinness North America and Seagram Chateau & Estate Wines. Previously, Chadwick served as Executive Vice President and Chief Financial Officer of the Seagram Chateau & Estate Wines Company, where his responsibilities included the overall direction of the finance function, long range and strategic planning, international sales, business development, information services, and environmental affairs. Chadwick served concurrently as Managing Director of Barton & Guestier, S.A., and had functional responsibility for the finance function at the Seagram Beverage Company. Chadwick first joined Seagram in 1974 and has worked in a variety of roles, including market research, sales and finance. He also spent time in London in an international marketing role for Brown-Forman. Chadwick served as integration leader when The Seagram Classics Wine Company and Seagram Chateau and Estate Wines Company were merged in 1996. He served as co-integration leader during the merger of Diageo and Seagram wine operations in 2001, which led to the formation of Diageo Chateau & Estate Wines. Chadwick holds Bachelor of Arts and Master of Arts degrees from the University of Virginia, as well as an M.B.A. from the University of Chicago. He also studied in France for several years, including a year in Bordeaux under the auspices of the Fulbright program. He currently serves on the Board of Directors of the Wine Institute. Source: www.aboutwines.com