Edgar Filing: MONDAVI ROBERT CORP

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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
_________________________________________

For the Fiscal Year Ended Commission File Number:
June 30, 2003 33-61516

THE ROBERT MONDAVI CORPORATION

Incorporated under the laws I.R.S. Employer Identification:
of the State of California 94-2765451

Principal Executive Offices:
7801 St. Helena Highway
Oakville, CA 94562
Telephone: (707) 259-9463

Securities registered pursuant to Section 12(b) of the Act:
None

Securities registered pursuant to Section 12(g) of the Act:
Class A Common Stock

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes X No
------ ------

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
_____________

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act).

Yes X No
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The aggregate market value of the Registrant's voting stock held by
non-affiliates was $297,804,000 as of December 31, 2002 (the last business day
of the Registrant's most recently completed second quarter).

As of September 15, 2003 there were issued and outstanding (i) 9,837,638 shares
of the Registrant's Class A Common Stock and (ii) 6,521,734 shares of the
Registrant's Class B Common Stock.

Documents Incorporated By Reference

Portions of the registrant's definitive proxy statement for its annual meeting
of shareholders to be held on December 12, 2003 are incorporated by reference
into Part III of this report.
________________________________________________________________________________

PART I

ITEM 1. BUSINESS

Introduction
As used herein, unless the context indicates otherwise, the "Company" shall mean
The Robert Mondavi Corporation and its consolidated subsidiaries. The Robert
Mondavi Corporation was incorporated under the laws of California in 1981 as a
successor to Robert Mondavi Winery, formed as a California Corporation in 1966.
The Company's principal executive offices are located at 7801 St. Helena
Highway, Oakville, California 94562. Its telephone number is (707) 259-9463. Its
internet address is www.RobertMondavi.com.

The Company makes available, free of charge, on its Internet website, its annual
report to the Securities and Exchange Commission (SEC) on Form 10-K, quarterly
reports on Form 10-Q, current reports on Form 8-K, and Amendments to those
reports, as soon as reasonably practicable after they are electronically filed
with the SEC.

The Company has adopted a code of ethics that applies to its Chief Executive
Officer, Chief Financial Officer, Controller and other employees. The Company
has posted the text of its code of ethics on its Internet website at
www.RobertMondavi.com. The Company intends to satisfy the SEC's disclosure
requirements regarding a future amendment to, or a waiver from, a provision of
its code of ethics that applies to the Chief Executive Officer, Chief Financial
Officer, Controller or persons performing similar functions, by posting the
information on the Company's website.

Business
The Company is a leading producer and marketer of premium table wines. It
operates in one business segment. Its core brands include Robert Mondavi Winery,
Robert Mondavi Private Selection and Woodbridge. Woodbridge accounted for 75% by
volume and 57% by net revenue of the Company's sales in fiscal 2003.

The Company's smaller wineries include Byron in Santa Maria and Arrowood in
Sonoma, as well as four international joint ventures. The Company produces Opus
One in partnership with the Baron Philippe de Rothschild of Chateau Mouton
Rothschild of Bordeaux, France; Luce, Lucente, Danzante and Ornellaia in
partnership with Marchesi de'Frescobaldi of Tuscany, Italy; Sena, Arboleda and
Caliterra in partnership with the Eduardo Chadwick family of Vina Errazuriz in
Chile; and Talomas and Kirralla in partnership with the Robert Oatley family and
Southcorp Limited.

Industry Background
The wine industry is generally segregated into three categories: premium table
wines that retail for more than $3 per 750ml bottle; "jug" wines that retail for
less than $3 per 750ml bottle; and other wine products, such as sparkling wines,
fortified wines, wine coolers and flavored wines. The Company produces and sells
only premium table wines. The premium category is generally divided by the trade
into four segments: popular-premium ($3-$7 per 750ml); super-premium ($7-$14 per
750ml); ultra-premium ($14-$25 per 750ml); and luxury (over $25 per 750ml). The
Company sells wines in each segment of the premium table wine market.

Marketing and Distribution
The Company has a sales force of approximately 200 employees. Its wines are
available through all principal retail channels for premium table wine,
including fine restaurants, hotels, specialty shops, supermarkets and club
stores in all fifty states of the United States of America and 90 countries
throughout the world. Sales of the Company's products outside the United States
of America accounted for approximately 8% of net revenues in fiscal 2003.

The Company's wines are primarily sold to distributors, who then sell to
retailers and restaurateurs. Domestic sales of the Company's wines are made to
more than 100 independent wine and spirits distributors. International sales are
made to independent importers and generally are arranged through brokers.

The Company's wines are distributed in California, Florida, Pennsylvania,
Nevada, Hawaii, Kentucky, Illinois and New Mexico by Southern Wine & Spirits, a
large national beverage distributor. Sales to Southern Wine & Spirits nationwide
represented approximately 32%, 29% and 28% of the Company's gross revenues for
the fiscal years ended June 30, 2003, 2002 and 2001, respectively. Sales to the
Company's 15 largest distributors represented 65% of the Company's gross
revenues in fiscal 2003. The distributors used by the Company also offer premium
table wines of other companies that directly compete with the Company's
products.

Sales of the Company's wines in California accounted for 17%, 19% and 21% of the
Company's gross revenues for the fiscal years ended June 30, 2003, 2002 and
2001, respectively. Other major domestic markets include Florida, New York,
Texas, New Jersey, Massachusetts, Illinois and Pennsylvania where annual sales
represented collectively 33%, 31% and 28% of the Company's gross revenues for
the fiscal years ended June 30, 2003, 2002 and 2001, respectively.

Grape Supply
The Company controls approximately 8,850 acres of vineyards in the top
winegrowing regions of California, including Napa Valley, Lodi, Mendocino
County, Monterey County, San Luis Obispo County, Santa Maria Valley, Santa
Barbara County and Sonoma County. Approximately 8,500 acres of the
Company-controlled vineyards are currently planted. In addition, the Company's
joint ventures control approximately 1,725 acres of vineyards in the top
winegrowing regions of Chile, Italy and California.

In fiscal 2003, approximately 10% of the Company's total grape supply came from
Company-controlled vineyards, including approximately 68% of the grape supply
for wines produced at the Robert Mondavi Winery in Oakville.

The Company purchases the balance of its California grape supply from
approximately 220 independent growers, including approximately 40 growers in the
Napa Valley. The grower contracts range from one-year spot market purchases to
intermediate and long-term agreements.

Winemaking
The Company's winemaking philosophy is to make wines in the traditional manner
by starting with high quality fruit and handling it as gently and naturally as
possible all the way to the bottle. The Company emphasizes traditional barrel
aging as a cornerstone of its winemaking approach. Each of the Company's
wineries is equipped with modern equipment and technology that is appropriate
for the style and scale of the wines being produced.

Employees
The Company employs approximately 958 regular, full-time employees. The Company
also employs part-time and seasonal workers for its vineyard, production and
hospitality operations. None of the Company's employees are represented by a
labor union and the Company believes that its relationship with its employees is
good.

Trademarks
The Company maintains federal trademark registrations for its brands,
proprietary products and certain logos, motifs and vineyard names. The Company's
joint ventures maintain federal trademark registrations for their brands.
International trademark registrations are also maintained where it is
appropriate to do so. Each of the United States trademark registrations is
renewable indefinitely so long as the Company is making a bona fide usage of the
trademark.

Risk of Consumer Spending
Wine sales depend upon a number of factors related to the level of consumer
spending, including the general state of the economy, federal and state income
tax rates, the deductibility of business entertainment expenses under federal
and state tax laws and consumer confidence in future economic conditions. A
substantial part of the Company's wine sales is concentrated in California and,
to a lesser extent, the states of Florida, New York, Texas, New Jersey,
Massachusetts, Illinois and Pennsylvania. Changes in consumer spending in these
and other regions can affect both the quantity and the price of wines that
customers are willing to purchase at restaurants or through retail outlets. For
example the Company's sales revenues and profits have declined since fiscal 2001
as a result of the recent recession and the depressed state of the travel and
hotel industries in the wake of the events that occurred on September 11, 2001.
Reduced consumer confidence and spending may result in reduced demand for the
Company's products, limitations on its ability to increase prices and increased
levels of selling and promotional expenses.

Cyclical Risks
The premium wine industry swings between cycles of oversupply and undersupply.
At present there is a worldwide oversupply of premium wine, which is likely to
last at least 18 to 24 months. As a consequence the Company's ability to raise
prices has been limited and its selling and promotional expenses have risen.

The Company has historically experienced and expects to continue to experience
seasonal fluctuations in its revenues and net income. Sales can fluctuate
significantly between quarters, depending on the timing of certain holidays and
promotional periods and the timing of releases for certain wines, such as
Cabernet Sauvignon Reserve, and on the rate at which distributor inventories are
depleted through sales to wine retailers. Sales volume tends to decrease if
distributors begin a quarter with larger than standard inventory levels, which
is typically the case in the first quarter of each fiscal year.

The Company's cash requirements also fluctuate, generally peaking during
December and March each year as a result of harvest costs and the timing of
contractual payments to grape growers.

Reliance on Key Personnel
The Company believes that its continued success is linked to the active
involvement of the Robert Mondavi family and the retention of its senior,
non-family executives. The loss of the services of key members of the Robert
Mondavi family or key executives could have a material adverse effect on the
Company's business. The Company's continued success will depend on its ability
to retain its key executives and on its ability to attract highly-skilled
personnel in the future.

Agricultural Risks
Winemaking and grape growing are subject to a variety of agricultural risks.
Various diseases, pests, drought, frosts and certain other weather conditions
can materially and adversely affect the quality and quantity of grapes available
to the Company, thereby materially and adversely affecting the supply of the
Company's products and its profitability.

The Company has had limited experience with Pierce's Disease, a disease that
destroys individual grapevines and for which there is currently no known cure.
Recently, a new carrier of Pierce's Disease, the glassy-winged sharpshooter, has
infected vineyards in Southern California. If this pest migrates north to the
Company's vineyards, it could greatly increase the incidence of Pierce's Disease
and materially and adversely affect the Company's future grape supply. The
Company is unaware of any incidents of the glassy-winged sharpshooter on or near
Company vineyards.

In the late 1980's phylloxera, a pest which feeds on the roots of grapevines
causing grape yields to decrease, infested many Napa Valley vineyards planted
with AXR-1 rootstock, which has turned out to be nonresistant. The Company was
forced to replant most of its Napa Valley vineyards at a cost of approximately
$26 million over 10 years.

It generally takes 3-5 years for a replanted vineyard to bear grapes in
commercial quantities. The strain of phylloxera (phylloxera-B) that infested
Napa Valley vineyards was generally unknown prior to 1983. There can be no
assurance that rootstocks the Company is now using to plant vineyards will not
in the future become susceptible to current or new strains of phylloxera, plant
insects or diseases such as Pierce's Disease or Fan Leaf.

Health Issues; Government Regulation
In recent years, Americans have become increasingly health-conscious. Although a
number of research studies suggest that health benefits may result from the
moderate consumption of alcohol, these suggestions have been challenged by other
reports that suggest that moderate drinking does not have particular health
benefits and may in fact increase the potential risk of strokes and cancer and
have other harmful effects. A number of anti-alcohol groups are advocating
increased governmental action on a variety of fronts unfavorable to the wine
industry, including new labeling requirements that could adversely affect the
sale of the Company's products. Restrictions on the sale and consumption of wine
or increases in the retail cost of wine due to increased governmental
regulations, taxes or otherwise, could materially and adversely affect the
Company's business and its results of operations. There can be no assurance that
there will not be legal or regulatory challenges to the industry, which could
have a material adverse effect on the Company's business and its results of
operations and its cash flows.

The wine industry is subject to extensive regulation by state and federal
agencies. The Federal Alcohol and Tobacco Tax and Trade Bureau (TTB) and the
various state liquor authorities regulate such matters as licensing
requirements, trade and pricing practices, permitted and required labeling,
advertising and relations with wholesalers and retailers. For example, it is the
current policy of the TTB that any statements made by a wine producer promoting
the potential health benefits of wine must be balanced and must include
appropriate statements regarding the known harmful effects of alcohol use. In
recent years, federal and state regulators have required warning labels and
signage. There can be no assurance that new or revised regulations or increased
licensing fees and requirements will not have a material adverse effect on the
Company's business and its results of operations and its cash flows.

Future expansion of the Company's existing facilities and development of new
vineyards and wineries may be limited by present and future zoning ordinances,
environmental restrictions and other legal requirements. Availability of water
and requirements for handling waste water can limit growth. Napa, Sonoma and
Santa Barbara counties impose significant growth restrictions which could become
more stringent in the future. Most of the Company's Napa Valley vineyard acreage
is zoned as "Agricultural Preserve" which places significant restrictions on the
use of that property. Accordingly, the Company may be unable to realize the full
value of its real estate either by expanding its current facilities or vineyards
or by selling the land for other, potentially more profitable purposes in the
future.

Dependence on Distribution Channels
The Company sells its products principally to distributors for resale to
restaurants and retail outlets. Sales to the Company's largest distributor and
sales to the Company's 15 largest distributors represented 32% and 65%,
respectively, of the Company's gross revenues during fiscal 2003. Sales to the
Company's 15 largest distributors are expected to continue to represent a
substantial majority of the Company's gross revenues. The Company's arrangements
with its distributors may, generally, be terminated by either party with prior
notice. In a few states, including Florida and Massachusetts, a distributor may
be terminated by the Company only for "cause" as defined in the applicable state
statutes. The replacement or poor performance of the Company's major
distributors or the Company's inability to collect accounts receivable from its
major distributors could materially and adversely affect the Company's results
of operations, its financial condition and its cash flows. The Company has in
the past several years made distribution changes in several important markets
including Massachusetts, New York, Illinois and Idaho.

Wine distribution channels have been characterized in recent years by rapid
change, including consolidations of certain distributors. For example, in
California there are now only two major statewide distributors, each of which
represents a significant number of competing premium wine brands. Distributors
and retailers of the Company's products often offer wines which compete directly
with the Company's products for shelf space and the consumer dollar.
Accordingly, there is a risk that these distributors or retailers may give
higher priority to products of the Company's competitors. There can be no
assurance that the distributors and retailers used by the Company will continue
to purchase the Company's products or provide the Company's products with
adequate levels of promotional support.

Consolidation at the retail tier, among club and chain grocery stores in
particular, can be expected to heighten competitive pressure to increase
marketing and sales spending or constrain or reduce prices.

Leverage Risks and Capital Requirements
The premium wine industry is a capital intensive business, due primarily to the
lengthy aging and processing cycles involved in premium wine production.
Historically, the Company has financed its operations and capital spending
principally through borrowings, as well as through internally generated funds.
As of June 30, 2003, the Company's total indebtedness was $298.2 million. The
Company expects this indebtedness to increase by approximately $121 million in
the first quarter of fiscal year 2004 when it includes in its consolidated
financial statements assets, principally related to vineyards, and liabilities
leased under master lease facilities, in accordance with Financial Accounting
Standards Board Interpretation No. 46, "Consolidation of Variable Interest
Entities" (refer to "Off-Balance Sheet Arrangements" in Management's Discussion
and Analysis of Consolidated Financial Condition and Results of Operations). The
Company projects continued capital spending over the next several years to
expand production capacity, purchase barrels and complete its vineyard
development. Management believes that the Company will support its operating and
capital needs through internally generated funds, but will require short-term
borrowings to support seasonal and quarterly fluctuations in cash requirements.

The Company's leverage has several important consequences to holders of Common
Stock, including the following: (i) the Company has significant interest and
principal repayment obligations requiring the expenditure of substantial amounts
of cash; (ii) the Company's earnings would be adversely affected by increases in
interest rates; (iii) there is no assurance that the Company will be able to
obtain financing when required or that such financing will be available on
reasonable terms; and (iv) the Company's existing senior debt restricts its
ability to pay dividends on its Common Stock. The Company's substantial leverage
could also limit its ability to withstand competitive pressure and adverse
economic conditions (including a downturn in its business or increased inflation
or interest rates) or to take advantage of significant business opportunities,
such as attractive acquisitions or joint ventures, which may arise.

Risks From New Taxes and Tariffs
On January 1, 1991, the federal excise tax on table wine increased by over 500%
from $0.41 per case to $2.55 per case. Various states, including California,
also impose excise taxes on wine. Further increases in excise taxes on wine, if
enacted, could materially and adversely affect the financial results of the
Company. Imposition of foreign tariffs on wine could also adversely affect the
Company.

Competitive Risks
The premium segment of the wine industry is intensely competitive. The Company's
table wines compete primarily in the U.S., as well as in 90 countries around the
world, with premium and other wines produced in the United States of America,
Europe, South Africa, South America, Australia and New Zealand. Domestic
competitors in the popular-premium and super-premium segments include
Brown-Forman (Fetzer), Constellation Brands (Estancia, Vendange, Blackstone, BRL
Hardy), Diageo (Beaulieu Vineyards), Kendall-Jackson, and the Wine Group (Glen
Ellen). Foreign competitors include Southcorp (Rosemount, Lindemans, Penfolds)
and Fosters (Beringer Blass Wine Estates). The Company's higher-priced wines
compete with several hundred smaller California wineries, generally from Napa or
Sonoma County, and with numerous foreign vintners, that produce premium wines.
In recent years some very large producers of primarily generic wines such as
Gallo have introduced varietal wines in the growing premium wine market. A
result of this intense competition has been and may continue to be upward
pressure on the Company's selling and promotional expenses. In addition, due to
competitive factors, the Company may not be able to increase prices of its
wines, and in particular its Napa Valley wines, to keep pace with rising
farming, winemaking, selling and promotional costs. The Company's wines also
compete with other alcoholic and non-alcoholic beverages for shelf space in
retail stores and for marketing focus by the Company's independent distributors,
all of which also carry other wine or beverage brands. Many of the Company's
domestic and international competitors have significantly greater resources than
the Company. There can be no assurance that in the future the Company will be
able to successfully compete with its current competitors or that it will not
face greater competition from other wineries and beverage manufacturers.

Environmental Risks
Ownership of real property creates a potential for environmental liability on
the part of the Company. If hazardous substances are discovered on or emanating
from any of the Company's properties and the release of hazardous substances
presents a threat of harm to public health or the environment, the Company may
be held strictly liable for the cost of remediation of hazardous substances.

Joint Venture Risks
Each of the Company's international joint ventures allows either partner, in
certain circumstances, to force a dissolution of the venture and a sale of its
business, subject to priority purchase rights of the respective partners which
vary from venture to venture. If a joint venture partner were to initiate that
process, there is no assurance that the Company would be able to obtain the
financing necessary to exercise its purchase rights or avoid the sale of the
joint venture's business to the partner or to a third party.

The Company may be obligated to contribute more capital to one or more of the
joint ventures. In addition the ventures may involve other risks typically
associated with international business, including taxation of income earned in
foreign countries, foreign exchange controls, currency fluctuations, and
political and economic instability.

Control By Robert Mondavi Family
The Company has two classes of common stock, Class A owned by the public, and
Class B owned by the Robert Mondavi family. At September 15, 2003, the family
owned approximately 40% of the economic interest and about 87% of the voting
power of the Company. So long as the Class B shareholders hold at least 12.5% of
the combined outstanding shares of Class A and Class B common stock, they will
be entitled to elect 75% of the Board of Directors. The family's voting control
is also a formidable obstacle to an unsolicited takeover of the Company.

Mr. Robert Mondavi has made charitable commitments, which he intends to satisfy
by gifts of stock. Sales of stock by the recipient charities, or stock sales by
other family members, could adversely affect the price of the Class A common
stock. Members of the Robert Mondavi family and members of non-family management
own options to purchase Class A common stock, which, if they are exercised, will
dilute the financial interest of other shareholders. For a further discussion of
the Company's stock option plans, see Note 11 of Notes to Consolidated Financial
Statements.

ITEM 2. PROPERTIES

The Company owns and operates four wineries in California, with total annual
production capacity of approximately 11.8 million cases, including Robert
Mondavi Winery, Woodbridge, Arrowood and Byron. The Opus One joint venture owns
and operates the Opus One winery in Oakville, California. The Ornellaia joint
venture owns and operates the Ornellaia winery in Bolgheri, Italy. The Caliterra
joint venture owns and operates the Arboleda winery in Chile. The other joint
ventures utilize wineries and vineyards of the partners. The Company leases its
central warehouse and distribution facility in Lodi, California. For information
regarding the Company's vineyards, see "Grape Supply" under Item 1 above.

The Company also leases office space in Napa, California, and several cities
throughout the United States of America and abroad. The Company believes that
its current facilities, leased and owned, are adequate for its current needs.

ITEM 3. LEGAL PROCEEDINGS

The Company is subject to litigation in the ordinary course of its business. In
the opinion of management, the ultimate outcome of existing litigation will not
have a material adverse effect on the Company's consolidated financial
condition, results of its operations or its cash flows.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters submitted to a vote of security holders during the
Company's fourth quarter ended June 30, 2003.

PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS

The Company's Class A Common Stock trades on the NASDAQ National Market System
under the symbol "MOND." There is no established trading market for the
Company's Class B Common Stock. The following table sets forth the high and low
closing prices of the Class A Common Stock for the periods indicated.

High Low
----------------------------------

Year Ended June 30, 2003
Fourth quarter........................................................................ $ 26.89 $ 20.15
Third quarter......................................................................... $ 32.45 $ 20.06
Second quarter........................................................................ $ 36.20 $ 28.40
First quarter......................................................................... $ 34.25 $ 30.05

Year Ended June 30, 2002
Fourth quarter........................................................................ $ 39.30 $ 32.00
Third quarter......................................................................... $ 39.50 $ 35.89
Second quarter........................................................................ $ 39.04 $ 30.18
First quarter......................................................................... $ 44.08 $ 35.38

The Company has never declared or paid dividends on its common stock and
anticipates that all earnings will be retained for use in its business. The
payment of any future dividends will be at the discretion of the Board of
Directors and will continue to be subject to certain limitations and
restrictions under the terms of the Company's indebtedness to various
institutional lenders, including a prohibition on the payment of dividends
without the prior written consent of such lenders. As of June 30, 2003 there
were 2,034 registered shareholders.

ITEM 6. SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA

Year Ended June 30,
---------------------------------------------------------------------
(In thousands, except ratios, per share
and per case data) 2003 2002 2001 2000 1999
---------------------------------------------------------------------

INCOME STATEMENT DATA
Net revenues.................................. $ 452,673 $ 441,358 $ 480,969 $ 407,266 $ 356,456
Gross profit.................................. 174,465 192,338 216,230 180,773 151,055
Operating income.............................. 42,361 54,338 83,734 76,158 60,626
Net income.................................... 17,327 25,516 43,294 41,585 30,783
Earnings per share - diluted.................. $ 1.06 $ 1.56 $ 2.65 $ 2.60 $ 1.94

As a percent of net revenues:
Gross profit................................ 38.5% 43.6% 45.0% 44.4% 42.4%
Operating income............................ 9.4% 12.3% 17.4% 18.7% 17.0%
Net income.................................. 3.8% 5.8% 9.0% 10.2% 8.6%

BALANCE SHEET DATA
Current assets................................ $ 504,384 $ 493,308 $ 480,900 $ 383,482 $ 353,851
Total assets.................................. 848,836 855,565 864,358 734,943 629,265
Current liabilities........................... 70,943 74,884 93,570 75,410 56,086
Total liabilities............................. 396,452 424,286 461,889 386,775 324,859
Shareholders' equity.......................... 452,384 431,279 402,469 348,168 304,406
Working capital............................... 433,441 418,424 387,330 308,072 297,765
Total debt.................................... 298,169 335,871 367,593 310,592 254,010

Current ratio................................. 7.1 6.6 5.1 5.1 6.3
Total debt to capital......................... 39.7% 43.8% 47.7% 47.1% 45.4%

CASH FLOW DATA
Cash flows from operating activities.......... $ 40,885 $ 33,699 $ 5,338 $ 31,912 $ 31,199
Cash flows from investing activities.......... (3,209) (10,742) (64,321) (91,546) (51,175)
Cash flows from financing activities.......... (36,337) (30,146) 63,170 58,092 21,837

NON-GAAP DATA (1)
Earnings before interest & taxes.............. $ 48,946 $ 62,888 $ 91,803 $ 83,630 $ 64,257
As a percentage of net revenues............... 10.8% 14.2% 19.1% 20.5% 18.0%

OPERATING DATA
Cases sold (9-liter equivalent)............... 9,699 9,375 9,929 8,684 7,647
Net revenues per case......................... $ 46.67 $ 47.08 $ 48.44 $ 46.90 $ 46.61

(1) The Company calculates earnings before interest & taxes (EBIT) by adding
back its provision for income taxes and interest expense to net income, in
effect adding to operating income the results of its joint ventures (see table
below). The Company's joint venture interests are accounted for as investments
under the equity method of accounting. Accordingly, the Company's share of its
joint ventures' results are reflected in "equity income from joint ventures",
below the operating income line, in the Consolidated Statements of Income. The
Company has presented EBIT and EBIT as a percentage of net revenues in this
table because management and certain investors find it useful when comparing the
Company's operating results to operating results of companies that do not use
the equity method of accounting or do not employ joint ventures as part of their
business strategy. EBIT is not a measure of operating performance computed in
accordance with generally accepted accounting principles (GAAP) and should not
be considered a substitute for operating income, net income or cash flows
compared in conformity with GAAP. In addition, EBIT may not be comparable to
similarly titled financial measures used by other entities.

Net income.................................... $ 17,327 $ 25,516 $ 43,294 $ 41,585 $ 30,783
Provision for income taxes.................... 10,177 15,310 27,098 26,004 19,257
Interest expense.............................. 21,442 22,062 21,411 16,041 14,217
----------- ----------- ----------- ----------- -----------
Earnings before interest & taxes (EBIT)....... $ 48,946 $ 62,888 $ 91,803 $ 83,630 $ 64,257
=========== =========== =========== =========== ===========

As a percent of net revenues:
Net income.................................. 3.8% 5.8% 9.0% 10.2% 8.6%
Provision for income taxes.................. 2.2% 3.5% 5.6% 6.4% 5.4%
Interest expense............................ 4.8% 4.9% 4.5% 3.9% 4.0%
----------- ----------- ----------- ----------- -----------
Earnings before interest & taxes (EBIT)..... 10.8% 14.2% 19.1% 20.5% 18.0%
=========== =========== =========== =========== ===========

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

INTRODUCTION

Forward Looking Statements
This discussion and other information provided from time to time by the Company
contain historical information as well as forward looking statements about the
Company, the premium wine industry and general business and economic conditions.
Such forward looking statements include, for example, projections or predictions
about the Company's future growth, consumer demand for its wines, including new
brands and brand extensions, margin trends, anticipated future investment in
vineyards and other capital projects, the premium wine grape market and the
premium wine industry generally. Actual results may differ materially from the
Company's present expectations. Among other things, a soft economy, a downturn
in the travel and entertainment sector, risk associated with continued world
wide conflicts, reduced consumer spending, or changes in consumer preferences
could reduce demand for the Company's wines. Similarly, increased competition or
changes in tourism to the Company's California properties could affect the
Company's volume and revenue growth outlook. The supply and price of grapes, the
Company's most important raw material, is beyond the Company's control. A
shortage of grapes might constrict the supply of wine available for sale and
cause higher grape costs that put more pressure on gross profit margins. A
surplus of grapes might allow for greater sales and lower grape costs, but it
might also result in more competition and pressure on selling prices or selling
and marketing spending. Interest rates and other business and economic
conditions could increase significantly the cost and risks of projected capital
spending, which in turn could impact the Company's profit margins. For these and
other reasons, no forward looking statement by the Company can nor should be
taken as a guarantee of what will happen in the future.

Overview
The Company is a leading producer and marketer of premium table wines. The
Company operates in one business segment (premium table wine). Its core brands
include Robert Mondavi Winery, Robert Mondavi Private Selection, and Woodbridge.
The Company's smaller wineries include Byron in Santa Maria and Arrowood in
Sonoma, as well as four international joint ventures. The Company produces Opus
One in partnership with the Baron Philippe de Rothschild of Chateau Mouton
Rothschild of Bordeaux, France; Luce, Lucente, Danzante and Ornellaia in
partnership with Marchesi de'Frescobaldi of Tuscany, Italy; Sena, Arboleda and
Caliterra in partnership with the Eduardo Chadwick family of Vina Errazuriz in
Chile; and Talomas and Kirralla in partnership with the Robert Oatley family and
Southcorp Limited.

Sales volume for the fiscal year ended June 30, 2003 increased by 3.5% to 9.7
million cases and net revenues increased by 2.6% to $452.7 million, driven
primarily by volume growth in the Robert Mondavi Private Selection and
Woodbridge brands. Net revenues per case declined from $47.08 to $46.67 as a
result of more expensive sales incentives, which are recorded as a reduction of
revenues. The Company reported net income of $17.3 million, or $1.06 per
share-diluted, for the year ended June 30, 2003, compared to net income of $25.5
million, or $1.56 per share-diluted, a year ago. The reduction in net income
from fiscal 2002 is detailed below in the Results of Operations discussion, but
can be primarily linked to intense competition in the premium wine industry
resulting from a weak U.S. economy and an oversupply of grapes. To improve the
Company's position in this fiercely competitive market, during the third fiscal
quarter the Company began implementing a number of significant changes to its
business. The changes included the centralization of all marketing and sales
responsibilities and all California production and vineyard operations, a
workforce reduction and the sale of non-strategic assets. As a result of these
changes and current and expected market conditions, the Company's current
results include pre-tax bulk wine inventory write-downs, employee separation
expenses, grape contract buyouts, and vineyard write-downs totaling $11.6
million, $4.1 million, $1.2 million and $5.3 million, respectively, which were
partially offset by pre-tax gains of $7.3 million on the sale of non-strategic
fixed assets.

Key Accounting Matters
Under GAAP purchase accounting rules, purchase price is allocated to the assets
and liabilities of the acquired company based on estimated fair market values at
the time of the transaction. In connection with the Company's acquisition of
Arrowood Vineyards & Winery (Arrowood) and its acquisition of an interest in
Tenuta dell'Ornellaia (Ornellaia), the Company has recorded inventory at fair
market value, which exceeded original book value. The Company refers to the
difference between fair market value and the original book value as inventory
step-up. When the inventory acquired is subsequently sold in the normal course
of business, costs of the inventory, including inventory step-up charges, are
charged to cost of goods sold. Inventory step-up charges related to Arrowood
recorded in cost of goods sold totaled $3.4 million and $4.0 million for the
years ended June 30, 2003 and 2002, respectively. Inventory step-up charges
related to Ornellaia recorded in equity income from joint ventures totaled $1.8
million and $2.4 million for the years ended June 30, 2003 and 2002,
respectively.

The Company's joint venture interests are accounted for as investments under the
equity method of accounting. Accordingly, the Company's share of its joint
ventures' results is reflected in Equity Income from Joint Ventures and
Investments in Joint Ventures on the Consolidated Statements of Income and
Consolidated Balance Sheets, respectively. The Company also imports wines under
importing and marketing agreements with certain of its joint ventures and their
affiliates. Under the terms of these agreements, the Company purchases wine for
resale in the United States and Europe. Revenues and expenses related to
importing and selling these wines are included in the appropriate sections of
the Consolidated Statements of Income.

The Company has stock option plans and an employee stock purchase plan. The
Company accounts for these plans using the intrinsic value based method of
accounting in accordance with Accounting Principles Board Opinion No. 25 and its
related Interpretations. Accordingly, no compensation cost has been recognized
for the Company's stock option plans or its employee stock purchase plan. For a
further discussion of the Company's stock option plans, see Note 11 of Notes to
Consolidated Financial Statements.

Critical Accounting Policies
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets,
liabilities, revenues, and expenses, and the related disclosures of contingent
assets and liabilities. Actual results could differ from those estimates under
different assumptions or conditions. The Company believes that the following
critical accounting policies, which management has discussed with the Audit
Committee of the Board of Directors, affect its more significant estimates and
judgments used in the preparation of its consolidated financial statements:

Accounting for Promotional Activities - The Company records the cost of price
promotions, rebates and coupon programs as reductions of revenue. A number of
these programs are volume related with accruals established at period end based
on assumptions about expected payout determined from analysis of the programs
offered, historical trends and experience with payment patterns associated with
similar programs previously offered. Different assumptions would cause a
material change in the Company's reported revenues.

Allowance for Doubtful Accounts - The Company determines its allowance for
doubtful accounts based on the aging of accounts receivable balances, its
historic write-off experience, and the financial condition of its customers.
Changes in the financial condition of the Company's major customers could result
in significant accounts receivable write-offs. The Company's allowance for
doubtful accounts at June 30, 2003 and 2002 totaled $0.5 million.

Inventory Valuation - The Company continually assesses the valuation of its
inventories and reduces the carrying value of those inventories that are
obsolete or in excess of the Company's forecasted usage to their estimated net
realizable value. Net realizable value is estimated using historic experience,
current market conditions and assumptions about future market conditions and
expected demand. If actual market conditions and future demand are less
favorable than projected, inventory write-downs, which are charged to costs of
goods sold, may be required. The Company's reserve for inventory write-downs at
June 30, 2003 and 2002 totaled $2.7 million and $2.4 million, respectively.

Deferred Tax Assets Valuation Allowance - The Company records a valuation
allowance related to deferred tax assets if, based on the weight of the
available evidence, the Company concludes that it is more likely than not that
some portion or all of the deferred tax assets will not be realized. While the
Company has considered future taxable income and prudent and feasible tax
planning strategies in assessing the need for a valuation allowance, an
adjustment to the carrying value of the deferred tax assets would be charged to
income if the Company determined that it would not be able to realize all or
part of its net deferred tax assets in the future. The Company has concluded
that it is more likely than not that all of its deferred tax assets will be
realized. Accordingly, no deferred tax asset valuation allowance has been
recorded at June 30, 2003 and 2002.

Impairment of Intangible Assets - The Company has goodwill and licenses
associated with business acquisitions. The Company reviews these assets for
impairment at least annually or more frequently if an event occurs or
circumstances change that would more likely than not reduce the fair value of
these assets below their carrying value. If the fair value of these assets is
less than their carrying value, then an impairment loss would be recognized
equal to the excess of the carrying value over the fair value of the asset.
Goodwill and licenses at June 30, 2003 and 2002 totaled $3.3 million and $3.7
million, respectively.

Self Insurance - The Company's liabilities for its self insured medical plan and
high-deductible workers' compensation plan are estimated based on the Company's
historic claims experience, estimated future claims costs, and other factors.
Changes in key assumptions may occur in future periods, which could result in
changes to related insurance costs. The Company's accrued liability for its
self-insured plans' at June 30, 2003 and June 30, 2002 totaled $2.1 million and
$1.3 million, respectively.

Contingencies - The Company is subject to litigation and other contingencies in
the ordinary course of business. Liabilities related to commitments and
contingencies are recognized when a loss is probable and reasonably estimable.

Seasonality and Quarterly Results
The Company has historically experienced and expects to continue experiencing
seasonal and quarterly fluctuations in its net revenues, gross profit, equity
income from joint ventures, and net income. Sales volume tends to increase in
advance of holiday periods, before price increases go into effect, and during
promotional periods. Sales volume tends to decrease if distributors begin a
quarter with larger than normal inventory levels. The timing of releases for
certain luxury wines can also have a significant impact on quarterly results.
The following table sets forth certain financial highlights for each of the
Company's last eight fiscal quarters:

Fiscal 2003 Quarter Ended Fiscal 2002 Quarter Ended
---------------------------------------------- ---------------------------------------------
(In millions) Sep. 30 Dec. 31 Mar. 31 Jun. 30 Sep. 30 Dec. 31 Mar. 31 Jun. 30
---------------------------------------------- ---------------------------------------------

Net revenues............... $ 98.6 $141.1 $ 92.2 $120.8 $ 80.9 $131.1 $104.3 $125.1
% of annual net revenues... 21.8% 31.2% 20.3% 26.7% 18.3% 29.7% 23.6% 28.4%
Net income (loss).......... $ 8.1 $ 9.8 $ (1.6) $ 1.0 $ (2.5) $ 10.2 $ 7.6 $ 10.2
% of annual net
income (loss)............. 46.8% 56.6% (9.2)% 5.8% (9.8)% 40.0% 29.8% 40.0%

Seasonal cash requirements increase just after harvest in the fall as a result
of contract grape payments and, to a lesser degree, due to the large seasonal
work force employed in both the vineyards and wineries during harvest. Also,
some grape contracts include a deferral of a portion of the payment obligations
until April 1 of the following calendar year, resulting in significant cash
payments on March 31 of each year. As a result of harvest costs and the timing
of its contract grape payments, the Company's borrowings, net of cash, generally
peak during December and March of each year. In fiscal 2003, most grape payments
were made in the March 31 quarter. However, this cash outflow in fiscal 2003 was
partially offset by proceeds from the sale of non-strategic assets. Cash
requirements also fluctuate depending on the level and timing of capital
spending and joint venture investments. The following table sets forth the
Company's total borrowings, net of cash, at the end of each of its last eight
fiscal quarters:

Total borrowings........... $331.0 $321.3 $319.3 $298.2 $333.2 $372.0 $382.3 $335.9
Cash....................... - - - - - - 1.4 - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------
Total borrowings,
net of cash............... $331.0 $321.3 $319.3 $296.8 $333.2 $372.0 $382.3 $335.9
====== ====== ====== ====== ====== ====== ====== ======

RESULTS OF OPERATIONS

Fiscal 2003 Compared to Fiscal 2002
Net Revenues - Sales volume in fiscal 2003 increased by 3.5% to 9.7 million
cases and net revenues increased by 2.6% to $452.7 million, driven by increases
of 8% and 3%, respectively, in Robert Mondavi Private Selection and Woodbridge
case shipments. Net revenues per case declined from $47.08 to $46.67 as a result
of more expensive sales incentives, which are recorded as a reduction of
revenues.

Cost of Goods Sold - Cost of goods sold in fiscal 2003 increased by $29.2
million, or 11.7% compared to fiscal 2002. Sales volume growth represents 3.4%
of the increase and the negative impact of balancing inventories by utilizing
higher cost surplus wines in the Company's popular and super-premium brands
represents 5.0% of the increase. The remaining 3.3% increase is a result of
inventory write-downs of $11.6 million in fiscal 2003 compared to $3.8 million
in fiscal 2002 and grape contract buyouts of $1.2 million in fiscal 2003, which
were offset by a $0.6 million reduction in the amount of Arrowood inventory
step-up recognized in fiscal 2003 versus fiscal 2002.

Gross Profit Percentage - As a result of the factors discussed above, the gross
profit percentage decreased to 38.5% compared to 43.6% last year.

Selling, General and Administrative Expenses - Selling, general and
administrative expenses increased by 3.4%, or $4.2 million, compared to prior
year. The increase is primarily due to increased sales and marketing promotional
expenditures in fiscal 2003 offset by the elimination of operating expenses
associated with the Disney California Adventure project (refer to Special
Charges, Net below), which totaled $1.8 million, in fiscal 2002. The ratio of
selling, general and administrative expenses to net revenues increased to 28.7%
compared to 28.5% a year ago.

Special Charges, Net - As noted above, during the third fiscal quarter the
Company began implementing a number of significant changes to its business to
address the continuing intense competition in the premium wine industry
resulting from a weak U.S. economy and an oversupply of grapes. The changes
included the centralization of all marketing and sales responsibilities and all
California production and vineyard operations, a workforce reduction and the
sale of certain non-strategic assets. As a result of these changes, current
results include $2.1 million in net charges, reflecting $4.1 million in employee
separation expenses offset by a net gain of $2.0 million from disposed
non-strategic assets. The employee separation expenses were the result of the
elimination of 103 jobs, primarily sales, general and administrative support
staff, during the fiscal year. Of the $4.1 million of employee separation
expenses, $3.3 million had been paid prior to June 30, 2003, with the remainder
expected to be paid during the first quarter of fiscal 2004. The $0.8 million
left to be paid is included in Employee Compensation and Related Costs in the
June 30, 2003 Consolidated Balance Sheet. The $2.0 million net gain on disposal
of non-strategic assets represents $7.3 million of gains offset by $5.3 million
of losses from the disposal of several assets during fiscal 2003 that were no
longer expected to fit the Company's long-term business needs.

Interest - Interest expense decreased by $0.6 million, reflecting a reduction in
average borrowings outstanding that was partially offset by a $1.8 million
decrease in capitalized interest resulting from the completion of certain
capital and vineyard development projects. The Company's average interest rate
was 6.93% compared to 6.75% last year.

Equity Income from Joint Ventures - Equity income from joint ventures increased
by $0.6 million compared to last year, primarily reflecting an increase of $0.8
million from the Company's Italian joint venture offset by a decrease of $1.0
million in results from Opus One and a $0.6 million decrease of Ornellaia
inventory step-up charges.

Other - Other consists of miscellaneous other expense and income items. Other
expense, net, totaled $2.8 million compared to $0.3 million last year.

Provision for Income Taxes - The Company's effective tax rate was 37.0% compared
to 37.5% last year. The lower effective tax rate was primarily the result of an
increase in certain manufacturing tax credits.

Net Income and Earnings Per Share - As a result of the above factors, net income
totaled $17.3 million, or $1.06 per share-diluted, compared to $25.5 million, or
$1.56 per share-diluted, a year ago.

Fiscal 2002 Compared to Fiscal 2001
Net Revenues - Sales volume in fiscal 2002 decreased by 5.6% to 9.4 million
cases and net revenues decreased by 8.2% to $441.4 million, reflecting the
impact of the economic recession, which led to a sharp decline in the travel and
entertainment sectors; increased competition; and management's efforts to reduce
distributor inventory levels. The distributor inventory reduction and the sale
of the Vichon brand early in the fiscal year accounted for approximately 0.3
million cases and 0.2 million cases, respectively, of the decrease in sales
volume and approximately $11.8 million and $4.8 million, respectively, of the
decrease in net revenues. Net revenues per case decreased by 2.8% to $47.08 per
case, reflecting a shift in sales mix from luxury wines to popular-premium and
super-premium wines combined with a $0.90 per case increase in certain
promotional allowances, which are recorded as reductions of revenues.

Cost of Goods Sold - Cost of goods sold in fiscal 2002 decreased by 5.9%
compared to fiscal 2001, reflecting a $14.8 million decrease resulting from
lower sales volume and the shift in sales mix to popular-premium and
super-premium wines, and a $3.0 million decrease associated with lower grape
costs. These decreases were partially offset by the impact of inventory and
fixed asset write-downs totaling $3.8 million that were included in cost of
goods sold during fiscal 2002.

Gross Profit Percentage - As a result of the factors discussed above, the gross
profit percentage decreased to 43.6% compared to 45.0% reported in fiscal 2001.

Selling, General and Administrative Expenses - Selling, general and
administrative expenses decreased by 5.1% compared to fiscal 2001, reflecting a
$4.4 million reduction related to eliminated expenses arising from operational
changes at the Disney California Adventure project and a $4.1 million decrease
due to the elimination of employee bonuses, which were partially offset by
higher selling expenses. The ratio of selling, general and administrative
expenses to net revenues increased to 28.5% compared to 27.5% in fiscal 2001,
which primarily reflects the loss of volume leverage.

Special Charges, Net - During fiscal 2002, the Company changed from an operator
to a sponsor role at Disney's California Adventure. With this change, the
Company eliminated any further operational risk associated with the project
while it continues a business relationship with Disney and maintains a presence
at the theme park. The Company eliminated 134 positions, reflecting all
full-time and part-time positions that directly supported the project's
operations. All of these positions were eliminated by December 31, 2001. As a
result of this operational change, the Company recorded special charges totaling
$12.2 million or $0.47 per share-diluted, during the first six months of fiscal
2002. The special charges included $10.4 million in fixed asset write-offs, $0.8
million in employee separation expenses and $1.0 million in lease cancellation
and contract termination fees. The fixed asset write-downs related primarily to
leasehold improvements that were surrendered and therefore had no remaining
value to the Company subsequent to the change in operations. All employee
separation, lease cancellation and contract termination payments were made prior
to June 30, 2002.

Interest - Interest expense increased by 3.0%, reflecting the impact of a $2.3
million reduction in capitalized interest due to the completion of certain
capital and vineyard development projects, which was partially offset by the
impact of a decrease in the Company's average interest rate. The Company's
average interest rate was 6.75% compared to 7.12% in fiscal 2001.

Equity Income from Joint Ventures - Equity income from joint ventures increased
by 3.0% compared to fiscal 2001, primarily reflecting improved profitability of
the Chilean joint venture.

Other - Other consists of miscellaneous other expense and income items. Other
expense, net, totaled $0.3 million compared to $0.5 million in fiscal 2001.

Provision for Income Taxes - The Company's effective tax rate in fiscal 2002 was
37.5% compared to 38.5% in the previous year. The lower effective tax rate was
primarily the result of an increase in certain deductible expenses and
manufacturing tax credits.

Net Income and Earnings Per Share - As a result of the above factors, net income
totaled $25.5 million, or $1.56 per share-diluted, compared to $43.3 million, or
$2.65 per share-diluted, in fiscal 2001.

LIQUIDITY AND CAPITAL RESOURCES

Working capital as of June 30, 2003, was $433.4 million compared to $418.4
million at June 30, 2002. The $15.0 million increase in working capital was
primarily attributable to a $5.8 million increase in inventories, a $3.6 million
increase in receivables, and a decrease of $5.9 million in book overdraft and
short-term borrowings.

Cash provided by operations totaled $40.9 million, primarily reflecting net
income of $17.3 million, $33.2 million of non-cash items (depreciation,
amortization, special charges, net and inventory write-downs), an increase in
deferred tax liabilities of $11.2 million, offset by a $17.4 million increase in
inventories and a $3.6 million increase in accounts receivable. Cash used in
investing activities totaled $3.2 million, primarily reflecting $25.5 million of
capital purchases, $1.8 million in contributions to joint ventures, and proceeds
of $25.0 million from the sale of certain assets. Cash used in financing
activities totaled $36.3 million, primarily reflecting net repayments of debt.
As a result of these activities, the Company went from a book overdraft position
of $2.7 million at June 30, 2002 to cash on hand of $1.3 million at June 30,
2003.

The Company has an unsecured credit line that has maximum credit availability of
$150.0 million and expires on December 14, 2004. The Company had $19.0 million
outstanding under this facility at June 30, 2003, of which $5.0 million is
borrowed under a short-term swing-line facility and is included in Short-Term
Borrowings and $14.0 million is borrowed under a long-term revolver facility and
is classified as Long-Term Debt in the Consolidated Balance Sheets. The Company
also has $279.2 million of fixed rate debt and capital lease obligations
outstanding at June 30, 2003, of which $8.8 million is due and payable in fiscal
2004. The Company expects its indebtedness to increase by approximately $121
million in the first quarter of fiscal year 2004 when it includes in its
consolidated financial statements assets, principally related to vineyards, and
liabilities leased under master lease facilities, as discussed below in
"Off-Balance Sheet Arrangements".

The premium wine industry is a capital intensive business, due primarily to the
lengthy aging and processing cycles involved in premium wine production.
Historically, the Company has financed its operations and capital spending
principally through borrowings, as well as through internally generated funds.
The Company projects continued capital spending over the next several years to
expand production capacity, purchase barrels and complete its vineyard
development. The Company currently expects its capital spending requirements to
be between $25 million and $30 million for fiscal 2004.

Management believes that for the period at least through the end of fiscal 2004,
the Company will support its operating and capital needs and its debt service
requirements through internally generated funds, but will utilize available
short-term borrowings to support seasonal and quarterly fluctuations in cash
requirements.

OFF-BALANCE SHEET ARRANGEMENTS

The Company maintains master lease facilities that provide the capacity to fund
up to $144.0 million, of which $120.7 million had been utilized as of June 30,
2003. The facilities enable the Company to lease certain real property and
equipment to be constructed or acquired. The leases are classified as operating
leases and they have initial terms of three to seven years, after a construction
period, with options to renew. The Company may, at its option, purchase the
property under lease during or at the end of the lease term. If the Company does
not exercise the purchase option, the Company will guarantee a residual value of
the property under lease, which was approximately $102.5 million as of June 30,
2003. In January 2003, the Financial Accounting Standards Board (FASB) issued
Interpretation No. 46, "Consolidation of Variable Interest Entities", an
interpretation of Accounting Research Bulletin No. 51, "Consolidated Financial
Statements". Interpretation 46 establishes accounting guidance for consolidation
of variable interest entities that function to support the activities of the
primary beneficiary. Interpretation 46 applies to any business enterprise, both
public and private, that has a controlling interest, contractual relationship or
other business relationship with a variable interest entity. In accordance with
this Interpretation, the Company will be required in the first quarter of fiscal
2004 to include in its consolidated financial statements the majority of the
$120.7 million of assets, and related liabilities, leased under its master lease
facilities. As encouraged by the Interpretation, the Company is planning on
restating prior period financial statements and will record a cumulative-effect
adjustment at the beginning of the first year presented for the difference
between the operating lease expense historically recorded and depreciation and
interest expense. The assets leased under these facilities have historically
been included in the financial covenants of the Company's debt agreements and in
the evaluation of the Company's creditworthiness by its banks.

KNOWN CONTRACTUAL OBLIGATIONS

Known contractual obligations and their related due dates were as follows as of
June 30, 2003:

(in millions) 2004 2005 2006 2007 2008 Thereafter Total
---------------------------------------------------------------------------

Short-term borrowings................. $ 5.0 $ - - $ - - $ - - $ - - $ - - $ 5.0
Long-term debt........................ 8.8 32.9 4.5 28.4 13.7 204.9 293.2
Capital leases........................ 0.2 0.1 0.2 0.1 0.2 2.1 2.9
Operating leases...................... 18.0 17.0 15.5 46.2 58.0 113.5 268.2
License fees.......................... 0.5 0.6 0.6 0.6 0.6 1.2 4.1
Purchase obligations (1).............. 8.6 - - - - - - - - - - 8.6
------ ------ ------ ------ ------ ------ ------
Total $ 41.1 $ 50.6 $ 20.8 $ 75.3 $ 72.5 $321.7 $582.0
====== ====== ====== ====== ====== ====== ======

(1) The Company's purchase obligations are primarily contracts to purchase
production machinery and equipment and packaging materials. These contractual
commitments are not in excess of expected production requirements over the next
twelve months. Amounts due under grape and bulk wine contracts are not included
in these amounts as the actual amounts due under these contracts cannot be
determined until the end of each year's harvest due to contractual amounts that
vary based on vineyard grape yields, assessments of grape quality and grape
market conditions. The Company has a significant percentage of its grape
requirements committed under long term contracts, many of which have minimum
prices per ton.

NEW ACCOUNTING PRONOUNCEMENTS

Amendment of Statement 133 on Derivative Instruments and Hedging Activities
On April 30, 2003, the FASB issued Statement No. 149, "Amendment of Statement
133 on Derivative Instruments and Hedging Activities". Statement 149 is intended
to result in more consistent reporting of contracts as either freestanding
derivative instruments subject to Statement 133 in its entirety, or as hybrid
instruments with debt host contracts and embedded derivative features. In
addition, Statement 149 clarifies the definition of a derivative by providing
guidance on the meaning of initial net investments related to derivatives.
Statement 149 is effective for contracts entered into or modified after June 30,
2003. The Company does not believe the adoption of Statement 149 will have a
material effect on its consolidated financial position, results of operations or
cash flows.

Financial Instruments with Characteristics of Both Liabilities and Equity
On May 15, 2003, the FASB issued Statement No. 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity".
Statement 150 establishes standards for classifying and measuring as liabilities
certain financial instruments that embody obligations of the issuer and have
characteristics of both liabilities and equity. Statement 150 represents a
significant change in practice in the accounting for a number of financial
instruments, including mandatorily redeemable equity instruments and certain
equity derivatives that frequently are used in connection with share repurchase
programs. Statement 150 is effective for all financial instruments created or
modified after May 31, 2003, and to other instruments as of July 1, 2003. The
Company does not currently have any financial instruments impacted by this
Statement.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The majority of the Company's long-term debt has fixed interest rates. However,
the Company is exposed to market risk caused by fluctuations in interest rates
because its credit lines have variable interest rates. Based on credit line
borrowings outstanding as of June 30, 2003, the Company's interest expense would
increase by $0.1 million for every 10 percent increase in variable interest
rates.

The Company is also exposed to market risk associated with changes in foreign
currency exchange rates. To manage the volatility related to this risk, the
Company enters into forward exchange contracts. As of June 30, 2003, the fair
value of the Company's outstanding forward exchange contracts totaled $15.0
million. A hypothetical adverse change in the foreign currency exchange rates of
10% would result in an unrealized loss on forward exchange contracts of $0.6
million, which would affect the Company's fiscal 2004 results of operations and
financial position. However, the unrealized loss on the forward exchange
contracts would be partially offset by gains on the exposures being hedged. For
a further discussion of the Company's use of derivative instruments and hedging
activities, see Note 1 of Notes to Consolidated Financial Statements.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

REPORT OF INDEPENDENT AUDITORS

To the Board of Directors and Shareholders
of The Robert Mondavi Corporation

In our opinion, the consolidated financial statements listed in the index
appearing under Item 15(a)(1) on page 35 present fairly, in all material
respects, the financial position of The Robert Mondavi Corporation and its
subsidiaries at June 30, 2003 and 2002, and the results of their operations and
their cash flows for each of the three years in the period ended June 30, 2003
in conformity with accounting principles generally accepted in the United States
of America. In addition, in our opinion, the financial statement schedule listed
in the index appearing under Item 15(a)(2) on page 35 presents fairly, in all
material respects, the information set forth therein when read in conjunction
with the related consolidated financial statements. These financial statements
and financial statement schedule are the responsibility of the Company's
management; our responsibility is to express an opinion on these financial
statements and financial statement schedule based on our audits. We conducted
our audits of these statements in accordance with auditing standards generally
accepted in the United States of America, which require that we plan and perform
the audits to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.

/s/ PRICEWATERHOUSECOOPERS LLP
-------------------------------
PricewaterhouseCoopers LLP
San Francisco, California
July 30, 2003

CONSOLIDATED BALANCE SHEETS

June 30,
--------------------------
(In thousands, except share data) 2003 2002
--------------------------

ASSETS
Current assets:
Cash................................................................................ $ 1,339 $ - -
Accounts receivable, net............................................................ 96,111 92,555
Inventories......................................................................... 394,389 388,574
Prepaid expenses and other current assets........................................... 12,545 12,179
---------- ----------
Total current assets.............................................................. 504,384 493,308

Property, plant and equipment, net.................................................... 302,015 323,582
Investments in joint ventures......................................................... 30,763 27,220
Other assets.......................................................................... 11,674 11,455
---------- ----------
Total assets.................................................................. $ 848,836 $ 855,565
========== ==========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Book overdraft...................................................................... $ - - $ 2,734
Short-term borrowings............................................................... 5,000 4,400
Accounts payable.................................................................... 28,727 23,012
Employee compensation and related costs............................................. 13,987 11,044
Accrued interest.................................................................... 7,115 7,453
Other accrued expenses.............................................................. 7,317 13,673
Current portion of long-term debt................................................... 8,797 12,568
---------- ----------
Total current liabilities......................................................... 70,943 74,884

Long-term debt, less current portion.................................................. 284,372 316,169
Deferred income taxes................................................................. 31,436 24,039
Deferred executive compensation....................................................... 6,508 5,657
Other liabilities..................................................................... 3,193 3,537
---------- ----------
Total liabilities............................................................... 396,452 424,286
---------- ----------

Commitments and contingencies

Shareholders' equity:
Preferred Stock: authorized - 5,000,000 shares;
issued and outstanding - no shares................................................ - - - -
Class A Common Stock, without par value: authorized - 25,000,000 shares;
issued and outstanding - 9,734,645 and 9,566,102 shares........................... 95,909 93,827
Class B Common Stock, without par value: authorized - 12,000,000 shares;
issued and outstanding - 6,621,734 and 6,647,647 shares............................. 10,636 10,677
Paid-in capital..................................................................... 11,579 11,025
Retained earnings................................................................... 335,242 317,915
Accumulated other comprehensive income (loss):
Cumulative translation adjustment................................................. (1,269) (1,716)
Forward contracts................................................................. 287 (449)
---------- ----------
Total shareholders' equity...................................................... 452,384 431,279
---------- ----------
Total liabilities and shareholders' equity.................................... $ 848,836 $ 855,565
========== ==========

See Notes to Consolidated Financial Statements.

CONSOLIDATED STATEMENTS OF INCOME

Year Ended June 30,
-------------------------------------------
(In thousands, except per share data) 2003 2002 2001
-------------------------------------------

Revenues.............................................................. $ 475,478 $ 463,587 $ 504,615
Less excise taxes..................................................... 22,805 22,229 23,646
----------- ----------- -----------
Net revenues.......................................................... 452,673 441,358 480,969

Cost of goods sold.................................................... 278,208 249,020 264,739
----------- ----------- -----------
Gross profit.......................................................... 174,465 192,338 216,230

Selling, general and administrative expenses.......................... 129,993 125,760 132,496
Special charges, net.................................................. 2,111 12,240 - -
----------- ----------- -----------
Operating income...................................................... 42,361 54,338 83,734

Other income (expense):
Interest............................................................ (21,442) (22,062) (21,411)
Equity income from joint ventures................................... 9,423 8,868 8,606
Other............................................................... (2,838) (318) (537)
----------- ----------- -----------
Income before income taxes............................................ 27,504 40,826 70,392

Provision for income taxes............................................ 10,177 15,310 27,098
----------- ----------- -----------
Net income............................................................ $ 17,327 $ 25,516 $ 43,294
=========== =========== ===========

Earnings per share - basic............................................ $ 1.07 $ 1.59 $ 2.73
=========== =========== ===========
Earnings per share - diluted.......................................... $ 1.06 $ 1.56 $ 2.65
=========== =========== ===========

Weighted average number of shares outstanding - basic................. 16,266 16,094 15,846
=========== =========== ===========
Weighted average number of shares outstanding - diluted............... 16,356 16,383 16,327
=========== =========== ===========

See Notes to Consolidated Financial Statements.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

Class A Class B Accumulated
Common Stock Common Stock Other Total
---------------------------------------- Paid-in Retained Comprehensive Shareholders'
(In thousands) Shares Amount Shares Amount Capital Earnings Income (loss) Equity
---------------------------------------------------------------------------------------

Balance at June 30, 2000........... 8,274 $83,161 7,306 $11,732 $ 5,780 $249,105 $(1,610) $348,168
Net income......................... 43,294
Cumulative translation adjustment,
net of tax of $(852).............. (1,140)
Comprehensive income............... 42,154
Conversion of Class B Common
Stock to Class A Common Stock..... 420 673 (420) (673) --
Exercise of Class A Common
Stock options including
related tax benefits.............. 439 6,820 4,767 11,587
Issuance of Class A Common Stock... 18 560 560
------ ------- ------- ------- ------- ------- ------- -------
Balance at June 30, 2001........... 9,151 91,214 6,886 11,059 10,547 292,399 (2,750) 402,469

Net income......................... 25,516
Cumulative translation adjustment,
net of tax of $620................ 1,034
Forward contracts, net of
tax of $(269)..................... (449)
Comprehensive income............... 26,101
Conversion of Class B Common
Stock to Class A Common Stock..... 238 382 (238) (382) --
Exercise of Class A Common
Stock options including
related tax benefits.............. 189 2,776 478 3,254
Repurchase of Class A Common Stock. (30) (1,116) (1,116)
Issuance of Class A Common Stock... 18 571 571
------ ------ ------- ------- ------- ------- ------- -------
Balance at June 30, 2002........... 9,566 93,827 6,648 10,677 11,025 317,915 (2,165) 431,279

Net income......................... 17,327
Cumulative translation adjustment,
net of tax of $263................ 447
Forward contracts, net of
tax of $438....................... 736
Comprehensive income............... 18,510
Conversion of Class B Common
Stock to Class A Common Stock..... 26 41 (26) (41) --
Exercise of Class A Common
Stock options including
related tax benefits.............. 121 1,527 554 2,081
Issuance of Class A Common Stock... 22 514 514
------ ------- ------- ------- ------- -------- ------- ---------
Balance at June 30, 2003........... 9,735 $95,909 6,622 $10,636 $11,579 $335,242 $ (982) $452,384
====== ======= ======= ======= ======= ======== ======= =========

See Notes to Consolidated Financial Statements.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Year Ended June 30,
-------------------------------------------
(In thousands) 2003 2002 2001
-------------------------------------------

Cash flows from operating activities:
Net income............................................................ $ 17,327 $ 25,516 $ 43,294
Adjustments to reconcile net income to net cash flows
from operating activities:
Deferred income taxes............................................... 11,175 (5,588) (3,482)
Depreciation and amortization....................................... 23,565 23,088 21,861
Equity income from joint ventures................................... (9,423) (8,868) (8,606)
Distributions of earnings from joint ventures....................... 9,388 9,132 7,232
Special charges, net................................................ (1,965) 10,320 - -
Inventory and fixed asset write-downs............................... 11,565 3,750 - -
Other............................................................... 1,472 314 307
Change in assets and liabilities, net of acquisitions:
Accounts receivable, net.......................................... (3,556) 12,000 (26,236)
Inventories....................................................... (17,399) (35,007) (40,926)
Other assets...................................................... (5,305) 6,087 (99)
Accounts payable and accrued expenses............................. 3,534 (7,344) 15,823
Deferred executive compensation................................... 851 529 (3,447)
Other liabilities................................................. (344) (230) (383)
----------- ----------- -----------
Net cash flows from operating activities.............................. 40,885 33,699 5,338
----------- ----------- -----------

Cash flows from investing activities:
Acquisitions of property, plant and equipment......................... (25,524) (31,037) (50,465)
Proceeds from sale of assets.......................................... 24,967 12,327 3,716
Acquisition of company................................................ - - - - (14,191)
Issuance of notes receivable to joint venture......................... - - - - (1,750)
Distribution of capital from joint venture............................ - - 15,657 - -
Contributions of capital to joint ventures............................ (1,814) (7,287) (628)
Increase in restricted cash........................................... (838) (402) (1,003)
----------- ----------- -----------
Net cash flows from investing activities.............................. (3,209) (10,742) (64,321)
----------- ----------- -----------

Cash flows from financing activities:
Book overdraft........................................................ (2,734) 2,734 - -
Net repayments under credit lines..................................... (22,400) (19,600) (18,828)
Proceeds from issuance of long term debt.............................. - - - - 85,000
Principal repayments of long term debt................................ (12,568) (14,856) (10,115)
Proceeds from issuance of Class A Common Stock........................ 514 571 560
Exercise of Class A Common Stock options.............................. 1,527 2,776 6,820
Repurchase of Class A Common Stock.................................... - - (1,116) - -
Other................................................................. (676) (655) (267)
----------- ----------- -----------
Net cash flows from financing activities.............................. (36,337) (30,146) 63,170
----------- ----------- -----------

Net change in cash.................................................... 1,339 (7,189) 4,187
Cash at the beginning of the fiscal year.............................. - - 7,189 3,002
----------- ----------- -----------
Cash at the end of the fiscal year.................................... $ 1,339 $ - - $ 7,189
=========== =========== ===========

See Notes to Consolidated Financial Statements.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share amounts)

NOTE 1 ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Robert Mondavi Corporation (RMC) and its consolidated subsidiaries (the
Company) are primarily engaged in the production, sale and marketing of premium
table wine. The Company also sells wine under importing and marketing
agreements.

The Company sells its products principally to distributors for resale to
restaurants and retail outlets in the United States of America. A substantial
part of the Company's wine sales is concentrated in California and, to a lesser
extent, the states of Florida, New York, Texas, New Jersey, Massachusetts,
Illinois and Pennsylvania. Export sales account for approximately 8% of net
revenues, with major markets in Canada, Europe, and Asia.

A summary of significant accounting policies follows:

Basis of presentation
The consolidated financial statements include the accounts of RMC and all its
subsidiaries. All significant intercompany transactions and balances have been
eliminated. Investments in joint ventures are accounted for using the equity
method. Certain prior year balances have been reclassified to conform to the
current year presentation.

Segment reporting
Management organizes financial information primarily by product line for
purposes of making operating decisions and assessing performance. These product
lines have been aggregated as a single operating segment in the consolidated
financial statements because they share similar economic characteristics,
production processes, customer types and distribution methods.

Significant accounting assumptions and estimates
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets,
liabilities, revenues, and expenses, and the related disclosures of contingent
assets and liabilities. These estimates include the accounting for promotional
activities, recoverability of accounts receivable, valuation of inventory, the
adequacy of the valuation allowance for deferred tax assets, the recoverability
of goodwill and licenses associated with business acquisitions, and the adequacy
of the Company's liabilities for its self-insured medical plan, its
high-deductible workers compensation plan, and litigation and other
contingencies in the ordinary course of business. Actual results could differ
from those estimates.

Revenue recognition
Revenue is recognized when product is shipped and title and the risk of loss
transfers to the customer. The Company's standard terms are FOB shipping point,
with no customer acceptance provisions. The cost of price promotions, rebates
and coupon programs are treated as reductions of revenues. Revenue from items
sold through the Company's retail locations is recognized at the time of sale.
No products are sold on consignment.

Cost of goods sold
Costs of goods sold includes costs associated with grape growing, external grape
and bulk wine costs, packaging materials, winemaking and production costs,
vineyard and production administrative support and overhead costs, purchasing
and receiving costs, warehousing costs, and shipping and handling costs
associated with transporting inventory within and between Company locations. The
Company does not incur shipping and handling costs once its customers take
possession of and title to inventory at the shipping point. Costs of goods sold
also includes charges recorded for reductions to the carrying value of
inventories that are obsolete or in excess of the Company's forecasted usage to
their estimated net realizable value. Charges recorded in costs of goods sold
for inventory write-downs totaled $11,565 in fiscal 2003 compared to $3,750 in
fiscal 2002. Additionally, included in costs of goods sold in fiscal 2003 are
$1,171 for losses incurred in terminating certain grape contracts.

Selling, general & administrative expenses
Selling, general and administrative expenses consist primarily of
non-manufacturing administrative and overhead costs, advertising, point of sale
material and other marketing promotion costs. Advertising costs are expensed as
incurred or the first time the advertising takes place. Point of sale materials
are accounted for as inventory and charged to expense as utilized. Advertising
expense, including point of sale materials charged to expense, totaled $17,029,
$18,244 and $20,465, respectively, for the year ended June 30, 2003, 2002 and
2001.

Self insurance
The Company's liabilities for its self-insured medical plan and high-deductible
workers' compensation plan are estimated based on the Company's historic claims
experience, estimated future claims costs, and other factors. The Company's
accrued liability for its self-insured plans at June 30, 2003 and June 30, 2002
totaled $2,066 and $1,348, respectively.

Other comprehensive income (loss)
Comprehensive income (loss) includes revenues, expenses, gains and losses that
are excluded from net income under current accounting standards, including
foreign currency translation adjustments and unrealized gains and losses on
forward foreign currency contracts. The Company presents comprehensive income
(loss) in the accompanying Consolidated Statements of Changes in Shareholders'
Equity.

Major customers
The Company sells the majority of its wines to distributors in the United States
of America and through brokers and agents in export markets. There is a common
ownership in several distributorships in different states that, when considered
to be one entity, represented 32%, 29% and 28%, respectively, of gross revenues
for the year ended June 30, 2003, 2002 and 2001. Trade accounts receivable from
these distributors at June 30, 2003 and 2002 totaled $28,965 and $23,616,
respectively.

Allowance for doubtful accounts
The Company determines its allowance for doubtful accounts based on the aging of
accounts receivable balances, its historic write-off experience, and the
financial condition of its customers. The Company's allowance for doubtful
accounts at June 30, 2003 and 2002 totaled $500.

Inventories
Inventories are valued at the lower of cost or market. Inventory and cost of
goods sold are determined using the first-in, first-out (FIFO) method. Costs
associated with growing crops, winemaking and other costs associated with the
manufacturing of product for resale are recorded as inventory. In accordance
with the general practice in the wine industry, wine inventories are included in
current assets, although a portion of such inventories may be aged for periods
longer than one year.

The Company continually assesses the valuation of its inventories and reduces
the carrying value of those inventories that are obsolete or in excess of the
Company's forecasted usage to their estimated net realizable value. Net
realizable value is estimated using historic experience, current market
conditions and assumptions about future market conditions and expected demand.
The Company's reserve for inventory write-downs at June 30, 2003 and 2002
totaled $2,691 and $2,382, respectively.

Property, plant and equipment
Property, plant and equipment is stated at cost. Maintenance and repairs are
expensed as incurred. Costs incurred in developing vineyards, including related
interest costs, are capitalized until the vineyards become commercially
productive. The cost of property, plant and equipment sold or otherwise disposed
of and the related accumulated depreciation are removed from the accounts at the
time of disposal with resulting gains and losses included in Other Income
(Expense) in the Consolidated Statements of Income.

Depreciation and amortization is computed using the straight-line method, with
the exception of barrels, which are depreciated using an accelerated method,
over the estimated useful lives of the assets amounting to 20 to 30 years for
vineyards, 45 years for buildings, 3 to 20 years for production machinery and
equipment and 3 to 10 years for other equipment. Leasehold improvements are
amortized over the estimated useful lives of the improvements or the terms of
the related lease, whichever is shorter.

Long-lived asset impairment
During fiscal 2003, the Company adopted Statement of Financial Accounting
Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived
Assets," which addresses financial accounting and reporting for the impairment
or disposal of long-lived assets. In accordance with Statement 144, the Company
reviews its long-lived assets for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. Recoverability of assets to be held and used is measured by a
comparison of the carrying amount of an asset to estimated undiscounted cash
flows expected to be generated by the asset. If the carrying amount of an asset
exceeds its estimated future cash flows, an impairment charge is recognized for
the amount by which the carrying amount of the asset exceeds its fair value.
Assets to be disposed of are reported at the lower of the carrying amount or
fair value less costs to sell and are generally no longer depreciated. The
adoption of Statement 144 did not have a material impact on the Company's
consolidated financial statements.

Other assets
Other assets include loan fees, licenses, goodwill, label design, restricted
cash and notes receivable. Loan fees, licenses and label design are amortized
using the straight-line method over their estimated useful lives or terms of
their related loans, not exceeding 40 years. Effective July 1, 2001, the Company
adopted Statement of Financial Accounting Standards No. 142, "Goodwill and Other
Intangible Assets." Under Statement 142, goodwill is no longer amortized but it
remains on the balance sheet and is reviewed at least annually for impairment.
Goodwill and its related amortization expense was not material for the year
ended June 30, 2001. Therefore, the adoption of Statement 142 did not have a
material impact on the Company's consolidated financial statements.

In May 2001, the Company loaned $1,750 to its Chilean joint venture under a note
receivable agreement. The principal and accrued interest, at a rate of 6.5%,
which is included in Other Assets in the June 30, 2002 Consolidated Balance
Sheet, was due and paid in January 2003.

Income taxes
Deferred income taxes are computed using the liability method. Under the
liability method, taxes are recorded based on the future tax effects of the
difference between the tax and financial reporting bases of the Company's assets
and liabilities. In estimating future tax consequences, all expected future
events are considered, except for potential income tax law or rate changes. The
Company records a valuation allowance related to deferred tax assets if, based
on the weight of the available evidence, the Company concludes that it is more
likely than not that some portion or all of the deferred tax assets will not be
realized.

Stock-based compensation
The Company measures compensation cost for employee stock options and similar
equity instruments using the intrinsic value method described in Accounting
Principles Board Opinion No. 25 (APB No. 25), "Accounting for Stock Issued to
Employees," and related interpretations. In accordance with APB No. 25, the
compensation cost for stock options is recognized in income based on the excess,
if any, of the quoted market price of the stock at the grant date of the award
or other measurement date over the amount an employee must pay to acquire the
stock. No stock-based employee compensation cost is reflected in net income for
the years ended June 30, 2003, 2002 or 2001 as all options granted had an
exercise price equal to or greater than the fair market value of the underlying
common stock on the date of grant. The Company utilizes the disclosure-only
provisions of Statement of Financial Accounting Standards No. 123, "Accounting
for Stock-Based Compensation," as amended by Statement 148.

The following table illustrates the effect on net income and earnings per share
if the Company had applied the fair value recognition provisions of Statement
123 to stock-based employee compensation.

Year Ended June 30,
-------------------------------------------
2003 2002 2001
-------------------------------------------

Net income, as reported............................................... $ 17,327 $ 25,516 $ 43,294
Less total stock-based compensation expense determined under
fair value based method for all awards, net of tax effects........... (3,236) (3,114) (2,706)
----------- ----------- -----------
Pro forma net income.................................................. $ 14,091 $ 22,402 $ 40,588
=========== =========== ===========

Earnings per share:
Basic, as reported.................................................. $ 1.07 $ 1.59 $ 2.73
=========== =========== ===========
Basic, pro forma.................................................... $ 0.87 $ 1.39 $ 2.56
=========== =========== ===========
Diluted, as reported................................................ $ 1.06 $ 1.56 $ 2.65
=========== =========== ===========
Diluted, pro forma.................................................. $ 0.86 $ 1.37 $ 2.49
=========== =========== ===========

For purposes of calculating compensation cost using the fair value-based method,
the fair value of each option grant is estimated on the date of grant using the
Black-Scholes option-pricing model with the following weighted-average
assumptions used for grants in fiscal 2003, 2002 and 2001, respectively:
dividend yield of 0% for all years; expected volatility of 43%, 44% and 48%;
risk-free interest rates of 3.18%, 3.77% and 5.55%; and expected lives of three
to five years for all years. The weighted-average grant-date fair value of
options granted during fiscal 2003, 2002 and 2001, respectively, was $13.54,
$14.63 and $19.84 per share, respectively.

Earnings per share
Diluted earnings per share is computed by dividing net income by the sum of the
weighted average number of Class A and Class B common shares outstanding plus
the dilutive effect, if any, of common share equivalents for stock option
awards. Potentially dilutive securities are excluded from the computation of
diluted earnings per share if their inclusion would have an antidilutive effect.
The weighted-average total of these antidilutive securities, which consisted
solely of stock options, totaled 1,155,000, 429,000 and 198,000, respectively,
for the year ended June 30, 2003, 2002 and 2001.

In computing basic earnings per share for the year ended June 30, 2003, 2002 and
2001, no adjustments have been made to net income (numerator) or
weighted-average shares outstanding (denominator). The computation of diluted
earnings per share for the same periods is identical to the computation of basic
earnings per share except that the weighted-average shares outstanding
(denominator) has been increased by 90,000, 290,000 and 481,000, respectively,
for the year ended June 30, 2003, 2002 and 2001 to include the dilutive effect
of stock options outstanding.

Fair value of financial instruments
The fair value of the Company's debt is estimated based on the current market
rates available to the Company for debt of the same remaining maturities. At
June 30, 2003, the carrying amount and estimated fair value of debt was $298,169
and $330,008, respectively. At June 30, 2002, the carrying amount and estimated
fair value of the Company's debt was $333,137 and $343,757, respectively. The
carrying amounts of the Company's cash, accounts receivable and accounts payable
approximate fair value due to the short maturity of these instruments.

Derivative instruments and hedging activities
The Company accounts for its derivative instruments in accordance with Statement
of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities," as amended by Statements 137 and 138. These
accounting pronouncements collectively require that all derivatives be measured
at fair value and recognized in the balance sheet as either assets or
liabilities. They also require that changes in a derivative's fair value be
recognized currently in earnings unless specific hedge accounting criteria are
met.

The Company has only a limited involvement with derivative instruments and does
not use them for trading purposes. Forward exchange contracts, generally with
average maturities of less than one year, are used as protection against the
risk that the eventual U.S. dollar cash flows resulting from certain
unrecognized firm purchase commitments and forecasted transactions denominated
in foreign currencies will be adversely affected by changes in exchange rates.
The Company formally assesses both at inception and at least quarterly
thereafter, whether the derivative instruments are effective at offsetting
changes in the cash flows of the hedged transactions.

The derivative instruments associated with unrecognized firm purchase
commitments are designated as fair-value hedges. The derivative instruments
associated with forecasted transactions are designated as cash-flow hedges.
Changes in the fair value of derivatives designated as fair-value hedges, along
with changes in the fair value of the hedged asset or liability that are
attributable to the hedged risk (including changes that reflect losses or gains
on firm commitments), are recorded in current period earnings. Changes in the
fair value of derivative instruments designated as cash-flow hedges are recorded
in accumulated other comprehensive loss, until earnings are affected by the
variability of cash flows of the hedged transaction. Amounts related to
purchases of inventory items are recorded in cost of goods sold and amounts
related to all other items are included in other expense. Any ineffective
portion of the change in fair value for all hedges is recognized immediately in
earnings. No material foreign currency gains or losses were recognized in
earnings for the year ended June 30, 2003, 2002 and 2001. The Company expects to
reclassify the majority of the existing $287 net gain from accumulated other
comprehensive loss to earnings during fiscal 2004. However, the amount that is
ultimately reclassified to earnings may differ as a result of future changes in
exchange rates.

At June 30, 2003, the Company had outstanding forward exchange contracts,
hedging primarily European euro purchases of barrels and corks, Australian
dollar purchases of software and wine, and forecasted receipts of Canadian
dollars and European euros, with notional amounts totaling $14,322. Using
exchange rates outstanding as of June 30, 2003, the U.S. dollar equivalent of
the contracts totaled $14,977.

NOTE 2 BUSINESS ACQUISITION

On July 13, 2000, the Company acquired 100% of the outstanding shares of
Arrowood Vineyards & Winery (Arrowood). The acquisition has been accounted for
using the purchase method of accounting. The Company also has the option to
purchase certain tangible assets, including vineyards and winery facilities,
within the four years after the acquisition date, for $12,000. In addition, the
Company entered into a long-term licensing agreement for use of the Arrowood and
Grand Archer brand names. Under the terms of the agreement, the Company is
required to pay license fees of $550 per year through fiscal 2005 and $600 per
year from fiscal 2006 through fiscal 2010. The Company also has an option to
purchase the brand names for approximately $15,000, which will be adjusted for
certain financial performance measures, in 2010.

The total cost of the Arrowood acquisition was as follows:

Cash paid, net of cash purchased...................................................... $ 13,956
Acquisition costs..................................................................... 235
-----------
Total purchase price................................................................ $ 14,191
===========

The allocation of the purchase price to the assets acquired and liabilities
assumed was made using estimated fair values at the acquisition date based on
independent appraisals and on studies performed by management.

The purchase price allocations are summarized as follows:

Fair market value of assets acquired, net of cash purchased
Accounts receivable................................................................. $ 657
Inventories......................................................................... 20,010
Property, plant and equipment....................................................... 1,578
Brand license....................................................................... 4,000
Other............................................................................... 173
-----------
26,418
Liabilities assumed................................................................. (6,021)
Deferred tax liabilities............................................................ (6,206)
-----------
$ 14,191
===========

NOTE 3 INVENTORIES

Inventories consist of the following:

June 30,
---------------------------
2003 2002
---------------------------

Wine in production.................................................................... $ 225,818 $ 237,934
Bottled wine.......................................................................... 145,842 130,831
Crop costs and supplies............................................................... 22,729 19,809
----------- -----------
$ 394,389 $ 388,574
=========== ===========

The Arrowood acquisition described above resulted in the allocation of purchase
price in excess of book value, totaling $15,161, to inventories at the date of
acquisition. This difference between the original book value and the fair market
value of the inventory upon acquisition is referred to as inventory step-up.
Included in inventories at June 30, 2003 and 2002, respectively, was $2,837 and
$6,234 of inventory step-up remaining from the Arrowood acquisition.

NOTE 4 PROPERTY, PLANT AND EQUIPMENT

The cost and accumulated depreciation of property, plant and equipment consist
of the following:

June 30,
---------------------------
2003 2002
---------------------------

Land.................................................................................. $ 58,664 $ 58,592
Vineyards............................................................................. 80,211 76,146
Buildings............................................................................. 72,934 70,776
Production machinery and equipment.................................................... 168,817 177,172
Other equipment....................................................................... 59,077 41,397
Vineyards under development........................................................... 2,767 21,255
Construction in progress.............................................................. 6,925 16,528
----------- -----------
449,395 461,866
Less, accumulated depreciation........................................................ (147,380) (138,284)
----------- -----------
$ 302,015 $ 323,582
=========== ===========

Included in property, plant and equipment are assets leased under capital leases
with cost and accumulated depreciation totaling $5,637 and $3,619, respectively,
at June 30, 2003 and $6,471 and $4,016, respectively, at June 30, 2002.
Depreciation expense for machinery and equipment under capital leases was $345,
$352 and $373 for the year ended June 30, 2003, 2002 and 2001, respectively.

Included in property, plant and equipment is $1,411, $3,255 and $5,576 of
interest capitalized for the year ended June 30, 2003, 2002 and 2001,
respectively.

NOTE 5 ASSETS HELD FOR SALE

During fiscal 2003, the Company determined that certain of its vineyard and
other assets were no longer expected to fit its long-term grape sourcing needs
or meet its long-term financial objectives. At that time, assets with a combined
book value of $47,042 were identified for potential future sale. These assets
are expected to be held and used while the Company develops a plan to sell the
assets. During fiscal 2003, the Company recorded asset impairment charges of
$5,347 to write-down the value of certain vineyard properties to fair value. One
of these properties was disposed of during fiscal 2003. The Company also sold a
vineyard property and another non-strategic asset during fiscal 2003 for amounts
in excess of book value, less selling costs, which resulted in a gain of $7,312.
These amounts are included in Special Charges, Net in the Consolidated
Statements of Income. The Company believes that the carrying value of the
remaining assets available for sale, amounting to $36,681 as of June 30, 2003,
is recoverable and it does not exceed fair value.

NOTE 6 INVESTMENTS IN JOINT VENTURES

During fiscal 2002, the Company restructured its interest in Ornellaia. All of
the outstanding shares of Ornellaia are now held by a 50/50 joint venture
between the Company and Marchesi de'Frescobaldi. As a result of restructuring
its interest in Ornellaia, the Company received distributions of capital
totaling $15,657 from its original joint venture and the Company contributed
$6,040 to its new joint venture. The Company also repurchased 29,976 shares of
its Class A Common Stock for $1,116, which were previously held by Ornellaia.

The Company's interest in income and losses for each joint venture is equal to
its ownership percentage. The Opus One joint venture is a general partnership,
of which the Company has a 50% general partnership interest. The Chile joint
venture is a corporation, of which the Company owns a 50% interest. The
Ornellaia and Italy joint ventures are limited liability companies, of which the
Company owns a 50% interest. The Australia joint venture is implemented through
two entities: a limited liability company, of which the Company owns a 50%
interest; and a general partnership, of which the Company has a 50% general
partnership interest.

Investments in joint ventures are summarized below. The Company's interest in
income and losses for each joint venture is stated within parentheses.

June 30,
----------------------------
2003 2002
----------------------------

Opus One (50%)........................................................................ $ 10,695 $ 12,680
Chile (50%)........................................................................... 6,160 5,564
Italy (50%)........................................................................... 6,662 4,918
Ornellaia (50%)....................................................................... 4,334 2,844
Australia (50%)....................................................................... 2,295 823
Other (50%)........................................................................... 617 391
----------- -----------
$ 30,763 $ 27,220
=========== ===========

The condensed combined balance sheets and statements of operations of the joint
ventures, along with the Company's proportionate share, are summarized below:

Balance Sheets
Combined Proportionate Share
June 30, June 30,
-------------------------- ---------------------------
2003 2002 2003 2002
-------------------------- ---------------------------

Current assets...................................... $ 81,144 $ 63,323 $ 40,572 $ 31,662
Other assets........................................ 84,412 64,376 42,206 32,188
----------- ----------- ----------- -----------
Total assets...................................... $ 165,556 $ 127,699 $ 82,778 $ 63,850
=========== =========== =========== ===========

Current liabilities................................. $ 37,229 $ 35,101 $ 18,615 $ 17,551
Other liabilities................................... 50,901 26,003 25,450 13,002
Venturers' equity................................... 77,426 66,595 38,713 33,297
----------- ----------- ----------- -----------
Total liabilities and venturers' equity........... $ 165,556 $ 127,699 $ 82,778 $ 63,850
=========== =========== =========== ===========

The Company's investments in joint ventures differ from the amount that would be
obtained by applying the Company's ownership interest to the venturers' equity
of these entities due to preferred capital accounts and capital account
differences specified in the joint venture agreements. The Company's equity in
net income of joint ventures differs from the amount that would be obtained by
applying the Company's ownership interest to the net income of these entities
due to the elimination of intercompany profit in inventory.

Statements of Operations
Combined Proportionate Share
Year Ended June 30, Year Ended June 30,
--------------------------------------- ----------------------------------------
2003 2002 2001 2003 2002 2001
--------------------------------------- ----------------------------------------

Net revenues............... $ 86,687 $ 77,023 $ 69,455 $ 45,332 $ 44,564 $ 38,806
Cost of goods sold......... 35,445 30,804 28,620 18,257 18,763 17,323
---------- ---------- ---------- ---------- ---------- ----------
Gross profit............... 51,242 46,219 40,835 27,075 25,801 21,483
Other expenses............. 30,224 25,667 26,499 15,923 15,405 14,869
---------- ---------- ---------- ---------- ---------- ----------
Net income................. $ 21,018 $ 20,552 $ 14,336 $ 11,152 $ 10,396 $ 6,614
========== ========== ========== ========== ========== ==========

NOTE 7 EMPLOYEE COMPENSATION AND RELATED COSTS

The Company has a tax-qualified defined contribution retirement plan (the Plan)
which covers substantially all of its employees. Company contributions to the
Plan are 7% of eligible compensation paid to participating employees. Company
contributions to the Plan were $3,157, $3,562 and $3,323 for the year ended June
30, 2003, 2002 and 2001, respectively. Contributions to the Plan are limited by
the Internal Revenue Code. The Company has a non-qualified supplemental
executive retirement plan to restore contributions limited by the Plan. This
plan is administered on an unfunded basis. The unfunded liability related to
this plan totaled $2,349 and $2,037 at June 30, 2003 and 2002, respectively.

The Company has a deferred compensation plan with certain key executives,
officers and directors. Under the provisions of this plan, participants may
elect to defer up to 100% of their eligible compensation and earn a guaranteed
interest rate on their deferred amounts, which was approximately 8.7% and 9.3%
for the year ended June 30, 2003 and 2002, respectively. The Company's liability
under this plan totaled $4,091 and $3,386 at June 30, 2003 and 2002,
respectively. Amounts deferred are held within a Rabbi Trust for the benefit of
the participants. These funds and the accumulated interest were included in
Other Assets in the Consolidated Balance Sheets.

The Company also has a deferred executive incentive compensation plan with
certain present and past key officers. In February 1993, the Board of Directors
determined that no future units would be awarded under the plan; however, the
plan remains in place with respect to existing units. Subject to participant
election for deferral of payments and payment terms for participants no longer
in the plan, the accrued amounts are distributable in cash when fully vested.
The compensation earned on the units and accumulated interest on fully vested
amounts not distributed, are accrued but unfunded. The unfunded liability
related to this plan totaled $2,395 and $2,263 at June 30, 2003 and 2002,
respectively.

NOTE 8 LONG-TERM DEBT AND SHORT-TERM BORROWINGS

Long-term debt consists of the following:

June 30,
---------------------------
2003 2002
---------------------------

Long-term unsecured revolviong credit lines; interest rate 2.08%
at June 30, 2003; principal and interest due through 2005........................... $ 14,000 $ 37,000
Fixed rate secured term loans; interest rates 7.76% to 9.85%
at June 30, 2003; principal and interest due through 2009........................... 3,591 7,152
Fixed rate unsecured term loans; interest rates 6.42% to 8.92%
at June 30, 2003; principal and interest due through 2013........................... 273,778 282,056
Capitalized lease obligations; interest rates 8.00%
at June 30, 2003; principal and interest due through 2011........................... 1,800 2,529
----------- -----------
293,169 328,737
Less, current portion................................................................. (8,797) (12,568)
----------- -----------
$ 284,372 $ 316,169
=========== ===========

Aggregate annual maturities of long-term debt at June 30, 2003 are as follows:

Year Ending June 30,
2004.................................................................................. $ 8,797
2005.................................................................................. 32,910
2006.................................................................................. 4,508
2007.................................................................................. 28,375
2008.................................................................................. 13,670
Thereafter............................................................................ 204,909
-----------
$ 293,169
===========

The Company has an unsecured credit line that has maximum credit availability of
$150,000 and expires on December 14, 2004. The Company had $19,000 outstanding
under this facility at June 30, 2003, of which $5,000 is borrowed under a
short-term swing-line facility and is included in Short-Term Borrowings and
$14,000 is borrowed under a long-term revolver facility and is classified as
Long-Term Debt in the Consolidated Balance Sheets.

On January 31, 2001, the Company entered into unsecured term loans totaling
$55,000 that bear interest, payable at fixed rates between 7.27% and 7.37%. The
proceeds from these loans were used primarily to pay down credit line
borrowings.

On April 5, 2001, the Company entered into unsecured term loans totaling $30,000
that bear interest, payable semiannually, at a fixed rate of 7.28%. The proceeds
from these loans were used primarily to pay down credit line borrowings.

Property, plant and equipment with a net book value of approximately $1,709 at
June 30, 2003, are pledged as collateral for long-term debt. The terms of the
unsecured credit lines and certain long-term debt agreements include covenants
that require the maintenance of various minimum financial ratios and other
covenants. At June 30, 2003, the Company was in compliance with all of its
covenants, as amended during the course of the year. The most restrictive of
these covenants requires the Company to maintain a consolidated funded debt
maintenance ratio of 0.65 to 1 or less and a fixed charges coverage ratio of 1.5
or higher. At June 30, 2003, the Company's consolidated funded debt maintenance
ratio was 0.41 to 1 and its fixed charges coverage ratio was 1.6.

NOTE 9 INCOME TAXES

The provision for income taxes consists of the following:
Year Ended June 30,
-------------------------------------------
2003 2002 2001
-------------------------------------------

Current:
Federal............................................................. $ (584) $ 18,150 $ 27,053
State............................................................... (414) 2,748 4,459
----------- ----------- -----------
(998) 20,898 31,512
----------- ----------- -----------
Deferred:
Federal............................................................. 10,072 (4,466) (3,578)
State............................................................... 1,103 (1,122) (836)
----------- ----------- -----------
11,175 (5,588) (4,414)
----------- ----------- -----------
$ 10,177 $ 15,310 $ 27,098
=========== =========== ===========

Income tax expense differs from the amount computed by multiplying the statutory
federal income tax rate times income before taxes, due to the following:

Year Ended June 30,
-------------------------------------------
2003 2002 2001
-------------------------------------------

Federal statutory rate................................................ 35.0% 35.0% 35.0%
State income taxes, net of federal benefit............................ 1.5 2.1 2.8
Permanent differences................................................. 1.7 0.6 0.0
Other................................................................. (1.2) (0.2) 0.7
--------- --------- -----------
37.0% 37.5% 38.5%
========= ========= ===========

The approximate effect of temporary differences and carryforwards that give rise
to deferred tax balances at June 30, 2003 and 2002 are as follows:

June 30,
---------------------------
2003 2002
---------------------------

Gross deferred tax assets
Liabilities and accruals............................................................ $ (5,047) $ (5,407)
Deferred compensation............................................................... (2,608) (2,229)
Foreign tax credits................................................................. (692) (2,121)
Inventories......................................................................... (1,748) (5,381)
Investments in joint ventures....................................................... (2,820) (3,135)
----------- ----------
Gross deferred tax assets......................................................... (12,915) (18,273)
----------- ----------
Gross deferred tax liabilities
Property, plant and equipment....................................................... 39,456 33,171
Retirement plans.................................................................... 1,053 1,017
State taxes......................................................................... 1,456 863
----------- ----------
Gross deferred tax liabilities.................................................... 41,965 35,051
----------- ----------
Net deferred tax liability...................................................... $ 29,050 $ 16,778
=========== ==========

The Company has foreign tax credits at June 30, 2003 that can be utilized upon
repatriation of foreign source earnings and can be carried forward five years
thereafter.

During the year ended June 30, 2003, 2002 and 2001, the Company recognized
certain tax benefits related to stock option plans in the amount of $554, $478
and $4,767, respectively. These benefits were recorded as a decrease in income
taxes payable and an increase in paid-in capital.

NOTE 10 SHAREHOLDERS' EQUITY

The authorized capital stock of the Company consists of Preferred Stock, Class A
Common Stock and Class B Common Stock.

During fiscal 2003, 25,913 shares of Class B Common Stock were converted into
25,913 shares of Class A Common Stock. The conversion of the shares represents a
non-cash financing activity for purposes of the Consolidated Statement of Cash
Flows.

Each share of Class A Common Stock is entitled to one vote and each share of
Class B Common Stock is entitled to ten votes on all matters submitted to a vote
of the shareholders. The holders of the Class A Common Stock, voting as a
separate class, elect 25% of the total Board of Directors of the Company and the
holders of the Class B Common Stock, voting as a separate class, elect the
remaining directors.

All shares of common stock share equally in dividends, except that any stock
dividends are payable only to holders of the respective class. If dividends or
distributions payable in shares of stock are made to either class of common
stock, a pro rata and simultaneous dividend or distribution payable in shares of
stock must be made to the other class of common stock. Upon liquidation,
dissolution or winding up of the Company, after distributions as required to the
holders of outstanding Preferred Stock, if any, all shares of Class A and Class
B Common Stock share equally in the remaining assets of the Company available
for distribution.

The holders of the outstanding shares of Class B Common Stock and the Company
are parties to a Stock Buy-Sell Agreement. Subject to the provisions of the
Buy-Sell Agreement, each share of Class B Common Stock is convertible at the
option of the holder into Class A Common Stock on a share-for-share basis. The
Class A Common Stock is not convertible.

Included in retained earnings at June 30, 2003, is $7,365 of undistributed
income from joint ventures that has been accounted for using the equity method.

NOTE 11 STOCK OPTION AND EMPLOYEE STOCK PURCHASE PLANS

The Company stock option plans and employee stock purchase plan are described
below.

Stock Option Plans
The Company has two stock option plans: the 1993 Equity Incentive Plan for key
employees and the 1993 Non-Employee Directors' Stock Option Plan for
non-employee members of the Company's Board of Directors (the Board).

Under the Equity Incentive Plan, the Company is authorized to grant both
incentive stock options and non-qualified stock options for up to 3,185,294
shares of Class A Common Stock. Incentive stock options may not be granted for
less than the fair market value of the Class A Common Stock at the date of
grant. Non-qualified stock options may not be granted for less than 50% of the
fair market value of the Class A Common Stock at the date of grant. The stock
options are exercisable over a period determined by the Board at the time of
grant, but no longer than ten years after the date they are granted.

Under the Non-Employee Directors' Stock Option Plan, the Company is authorized
to grant options for up to 150,000 shares of Class A Common Stock. These options
may not be granted for less than the fair market value of the Class A Common
Stock at the date of grant. Non-employee directors are granted options when they
are elected for the first time to the Board. These options become exercisable
over five years from the date of grant and expire ten years after the date of
grant. Incumbent non-employee directors are granted options annually on the date
of the Annual Meeting of Shareholders. These options vest in twelve equal
monthly installments and expire ten years after the date of grant. In addition,
the Non-Employee Directors' Stock Option Plan authorizes the Board to make
additional stock option grants to directors at their discretion.

A summary of the Company's stock option plans is presented below:

June 30, 2003 June 30, 2002
------------------------ --------------------------
Weighted Weighted
Average Average
Options Exercise Price Options Exercise Price
-------------------------------------------------------------

Outstanding at beginning of year.................... 1,564,663 $ 32.04 1,558,940 $ 30.02
Granted............................................. 277,430 31.99 247,150 33.10
Exercised........................................... (120,855) 12.64 (188,129) 14.76
Forfeited........................................... (66,177) 35.29 (53,298) 38.80
----------- --------- ----------- ---------
Outstanding at end of year.......................... 1,655,061 $ 33.32 1,564,663 $ 32.04
=========== ========= =========== =========

Options exercisable at year end..................... 1,140,943 $ 32.90 1,010,506 $ 30.45
=========== ========= =========== =========

The following table summarizes information about stock options outstanding at
June 30, 2003:

Options Outstanding Options Exercisable
-------------------------------------------- --------------------------------
Weighted
Average
Remaining Weighted Weighted
Range of Contractual Average Average
Exercise Price Options Life Exercise Price Options Exercise Price
--------------------------------- -------------------------------------------- --------------------------------

$38.01 to $52.00.............. 392,509 6.15 $ 45.81 281,369 $ 47.45
$15.01 to $38.00.............. 1,223,551 6.27 30.11 820,573 29.08
$7.00 to $15.00.............. 39,001 1.22 8.28 39,001 8.28
----------- ---------- ---------- ----------- ----------
$7.00 to $52.00.............. 1,655,061 6.12 $ 33.32 1,140,943 $ 32.90
=========== ========== ========== =========== ==========

Employee Stock Purchase Plan
Under the Employee Stock Purchase Plan, the Board will from time to time grant
rights to eligible employees to purchase Class A Common Stock. Under this plan,
the Company is authorized to grant rights to purchase up to 300,000 shares of
Class A Common Stock. The purchase price is the lower of 85% of the fair market
value on the date the Company grants the right to purchase or 85% of the fair
market value on the date of purchase. Employees, through payroll deductions of
no more than 15% of their base compensation, may exercise their rights to
purchase for the period specified in the related offering. During the year ended
June 30, 2003, 2002 and 2001, shares totaling 21,775, 18,662 and 17,536,
respectively, were issued under the Employee Stock Purchase Plan at average
prices of $23.57, $30.55 and $31.93, respectively.

NOTE 12 SPECIAL CHARGES, NET

Effective January 1, 2003, the Company adopted the provisions of Statement of
Financial Accounting Standards No. 146 (SFAS 146), "Accounting for Costs
Associated with Exit or Disposal Activities." This statement addresses financial
accounting and reporting for costs associated with exit or disposal activities
and it requires that a liability for costs associated with exit or disposal
activities be recognized and measured initially at fair value only when the
liability is incurred.

During fiscal 2003, the Company began implementing a number of significant
changes to its business to address the continuing intense competition in the
premium wine industry resulting from a weak U.S. economy and an oversupply of
grapes. The changes included the centralization of all marketing and sales
responsibilities and all California production and vineyard operations, a
workforce reduction and the sale of certain non-strategic assets. As a result of
these changes, current results include $2,111 in net charges, reflecting $4,076
in employee separation expenses offset by a net gain of $1,965 from disposed
non-strategic assets. The employee separation expenses were the result of the
elimination of 103 jobs, primarily sales, general and administrative support
staff, during the fiscal year. Of the $4,076 of employee separation expenses,
$3,272 had been paid prior to June 30, 2003, with the remainder expected to be
paid during the first quarter of fiscal 2004. The $804 left to be paid is
included in Employee Compensation and Related Costs in the June 30, 2003
Consolidated Balance Sheet. The $1,965 net gain on disposal of non-strategic
assets represents $7,312 of gains offset by $5,347 of losses from the disposal
of several assets during fiscal 2003 that were no longer expected to fit the
Company's long-term business needs.

During fiscal 2002, the Company changed from an operator to a sponsor role at
Disney's California Adventure. With this change, the Company eliminated any
further operational risk associated with the project while it continues a
business relationship with Disney and maintains a presence at the theme park.
The Company eliminated 134 positions, reflecting all full-time and part-time
positions that directly supported the project's operations. All of these
positions were eliminated by December 31, 2001. As a result of this operational
change, the Company recorded special charges totaling $12,240, or $0.47 per
share-diluted, during the first six months of fiscal 2002. The special charges
included $10,439 in fixed asset write-offs, $842 in employee separation expenses
and $959 in lease cancellation and contract termination fees. The fixed asset
write-downs related primarily to leasehold improvements that were surrendered
and therefore had no remaining value to the Company subsequent to the change in
operations. All employee separation, lease cancellation and contract termination
payments were made prior to June 30, 2002.

NOTE 13 COMMITMENTS AND CONTINGENCIES

The Company leases some of its office space, warehousing facilities, vineyards
and equipment under non-cancelable leases accounted for as operating leases.
Certain of these leases have options to renew. Rental expense amounted to
$16,872, $15,638 and $8,059, respectively, for the year ended June 30, 2003,
2002 and 2001. The Company also leases land, machinery and equipment under
capital leases. The minimum rental payments under non-cancelable operating and
capital leases at June 30, 2003 are as follows:

Capital Operating
Year Ending June 30, Leases Leases
---------------------------

2004.................................................................................. $ 144 $ 18,044
2005.................................................................................. 144 16,932
2006.................................................................................. 144 15,507
2007.................................................................................. 144 46,179
2008.................................................................................. 144 58,020
Thereafter............................................................................ 2,160 113,558
----------- -----------
2,880 $ 268,240
===========
Less amount representing interest..................................................... (1,080)
-----------
Present value of minimum lease payments............................................... $ 1,800
===========

Interest expense on capital lease obligations was $168, $225 and $282 for the
year ended June 30, 2003, 2002 and 2001, respectively.

During fiscal 2002, the Company completed the sale and subsequent leaseback of
certain vineyard land. Proceeds from the sale totaled $12,327, which was
approximately equal to the land's net book value at the time of sale. The lease
has been accounted for as an operating lease. The lease has an initial term of
less than nineteen years with options to renew and lease payments totaling
$1,172 per year.

The Company maintains master lease facilities that provide the capacity to fund
up to $144,048, of which $120,667 had been utilized as of June 30, 2003. The
facilities enable the Company to lease certain real property and equipment to be
constructed or acquired. The leases are classified as operating leases and they
have initial terms of three to seven years, after a construction period, with
options to renew. The Company may, at its option, purchase the property under
lease during or at the end of the lease term. If the Company does not exercise
the purchase option, the Company will guarantee a residual value of the property
under lease, which was approximately $102,524 as of June 30, 2003. In January
2003, the Financial Accounting Standards Board (FASB) issued Interpretation No.
46, "Consolidation of Variable Interest Entities", an interpretation of
Accounting Research Bulletin No. 51, "Consolidated Financial Statements".
Interpretation 46 establishes accounting guidance for consolidation of variable
interest entities that function to support the activities of the primary
beneficiary. Interpretation 46 applies to any business enterprise, both public
and private, that has a controlling interest, contractual relationship or other
business relationship with a variable interest entity. In accordance with this
Interpretation, the Company will be required to include in its consolidated
financial statements the majority of the $120,667 of assets leased under its
master lease facilities in the first quarter of fiscal 2004. As encouraged by
the Interpretation, the Company is planning on restating prior period financial
statements and will record a cumulative-effect adjustment at the beginning of
the first year presented for the difference between the operating lease expense
historically recorded and depreciation and interest expense. The assets leased
under these facilities have historically been included in the financial
covenants of the Company's debt agreements and in the evaluation of the
Company's creditworthiness by its banks.

The Company has contracted with various growers and certain wineries to supply a
large portion of its future grape requirements and a smaller portion of its
future bulk wine requirements. These contracts range from one-year spot market
purchases to longer-term agreements. While most of these contracts call for
prices to be determined by market conditions, many long-term contracts provide
for minimum grape or bulk wine purchase prices. The ultimate amount due under
any of these contracts cannot be determined until the end of each year's harvest
because the contracted amount varies based on vineyard grape yields, grape
quality and grape market conditions.

The Company is subject to litigation in the ordinary course of business. In the
opinion of management, the ultimate outcome of existing litigation will not have
a material adverse effect on the Company's consolidated financial condition,
results of its operations, or cash flows.

NOTE 14 SUPPLEMENTAL CASH FLOW INFORMATION

Cash paid for interest, net of amounts capitalized, was $21,780, $21,870 and
$19,378 for the year ended June 30, 2003, 2002 and 2001, respectively. Cash paid
for income taxes was $11,098, $14,223 and $25,439 for the year ended June 30,
2003, 2002 and 2001, respectively.

The conversions of stock in fiscal 2003 and 2002 (Note 10) represent non-cash
financing activities, which are not included in the Consolidated Statements of
Cash Flows.

The tax benefits related to stock option plans in fiscal 2003, 2002 and 2001
(Note 9) and the recognition of forward exchange contracts in fiscal 2003 (Note
1) represent non-cash financing activities, which are not included in the
Consolidated Statements of Cash Flows.

NOTE 15 QUARTERLY HIGHLIGHTS (Unaudited)

Selected highlights for each of the fiscal quarters during the year ended June
30, 2003 and 2002 are as follows:

1st 2nd 3rd 4th
Quarter Quarter Quarter Quarter
-----------------------------------------------------------------

Year ended June 30, 2003:
Net revenues........................................... $ 98,606 $ 141,094 $ 92,164 $ 120,809
Gross profit........................................... 41,333 60,047 29,783 43,302
Net income (loss)...................................... 8,155 9,837 (1,643) 978
Earnings (loss) per share - basic...................... 0.50 0.61 (0.10) 0.06
Earnings (loss) per share - diluted.................... 0.50 0.60 (0.10) 0.06

Year ended June 30, 2002:
Net revenues........................................... $ 80,903 $ 131,111 $ 104,290 $ 125,054
Gross profit........................................... 33,498 58,197 46,309 54,334
Net income (loss)...................................... (2,476) 10,252 7,583 10,157
Earnings (loss) per share - basic...................... (0.15) 0.64 0.47 0.63
Earnings (loss) per share - diluted.................... (0.15) 0.63 0.46 0.62

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

The Registrant carried out an evaluation, under the supervision and with the
participation of the Registrant's management, including the Registrant's Chief
Executive Officer and Chief Financial Officer, of the effectiveness of the
Registrant's disclosure controls and procedures, as defined in Rules 13a-15(e)
and 15d-15(e) of the Securities and Exchange Act of 1934. Based on that
evaluation, the Chief Executive Officer and Chief Financial Officer have
concluded that the Registrant's disclosure controls and procedures as of June
30, 2003 were effective to ensure that information required to be disclosed by
the Registrant in reports that it files or submits under the Securities Exchange
Act of 1934 is recorded, processed, summarized and reported within the time
periods specified in Securities and Exchange Commission's rules and forms.

There were no changes in the Registrant's internal control over financial
reporting that occurred during the quarter ended June 30, 2003 that have
materially affected, or are reasonably likely to materially affect, the
Registrant's internal control over financial reporting.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information required by this item is incorporated by reference to the
section entitled "Election of Directors" in the registrant's definitive proxy
statement for its annual meeting of shareholders to be held on December 12,
2003, as filed with the Securities and Exchange Commission.

ITEM 11. EXECUTIVE COMPENSATION

The information required by this item is incorporated by reference to the
section entitled "Executive Compensation" in the registrant's definitive proxy
statement for its annual meeting of shareholders to be held on December 12,
2003, as filed with the Securities and Exchange Commission.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information required by this item is incorporated by reference to the
section entitled "Principal Shareholders" in the registrant's definitive proxy
statement for its annual meeting of shareholders to be held on December 12,
2003, as filed with the Securities and Exchange Commission.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information required by this item is incorporated by reference to the
section entitled "Certain Transactions" in the registrant's definitive proxy
statement for its annual meeting of shareholders to be held on December 12,
2003, as filed with the Securities and Exchange Commission.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this item is incorporated by reference to the
section entitled "Appointment of Independent Auditors" in the registrant's
definitive proxy statement for its annual meeting of shareholders to be held on
December 12, 2003, as filed with the Securities and Exchange Commission.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a) The following documents are filed as part of this report:

1) Financial Statements: Page
--------------------- ----

Report of Independent Auditors 16

Consolidated Balance Sheets as of June 30, 2003 and 2002 17

Consolidated Statements of Income for the years ended
June 30, 2003, 2002 and 2001 18

Consolidated Statements of Changes in Shareholders' Equity
for the years ended June 30, 2003, 2002 and 2001 19

Consolidated Statements of Cash Flows for the years
ended June 30, 2003, 2002 and 2001 20

Notes to Consolidated Financial Statements 21-33

2) Financial Statement Schedules:
------------------------------

Schedule II Valuation and Qualifying Accounts 38

3) Exhibits:
---------

(1) Exhibit 3.1 Restated Articles of Incorporation
(2) Exhibit 3.2 Certificate of Amendment of Articles of
Incorporation filed on June 4, 1993.
(2) Exhibit 3.3 Restated Bylaws.
(1) Exhibit 10.1 Form of Registrant's Indemnification
Agreement for Directors and Officers
(1) Exhibit 10.2 Stock Buy-Sell Agreement between
Registrant and the holders of Class B
Common Stock, dated as of March 1, 1982
(1) Exhibit 10.3 First Amendment to Stock Buy-Sell Agreement
between Registrant and the holders of Class B
Common Stock, dated as of March 8, 1993
(1) Exhibit 10.4 Registration Rights Agreement between Registrant
and the holders of Class B Common Stock, dated
as of February 26, 1993
(1) Exhibit 10.7 1993 Employee Stock Purchase Plan, and form of
plan offering document thereunder
(1) Exhibit 10.8 Second Amended and Restated Executive
Incentive Compensation Plan, dated July 1, 1988,
as amended effective June 30, 1992 and April 20, 1993
(1) Exhibit 10.9 Retirement Restoration Plan, effective as of April 1, 1992
(1) Exhibit 10.11 Form of Supplemental Long Term Disability
Income Plan for certain Executive Officers of Registrant
(1) Exhibit 10.12 Personal Services Agreement, dated as of
February 26, 1993, between Registrant and
Robert Mondavi
(1) Exhibit 10.14 Grape Purchase Agreement, dated
August 7, 1992, between Registrant and
Frank E. Farella
(1) Exhibit 10.20 $9,400,000 Promissory Note, Deed of Trust, Security
Agreement and Fixture Filing, with Assignment of Rents
as amended and Agreement Concerning Special
Requirements, dated December 15, 1989, between
Registrant and John Hancock Mutual Life Insurance
Company

(1) Exhibit 10.21 $4,900,000 Promissory Note, Deed of Trust, Security
Agreement and Fixture Filing, with Assignment of Rents
as amended and Agreement Concerning Special
Requirements between Registrant and John Hancock
Mutual Life Insurance Company
(1) Exhibit 10.24 $5,600,000 Promissory Note, Deed of Trust, Security
Agreement and Fixture Filing, with Assignment of Rents
as amended and Agreement Concerning Special
Requirements, dated December 29, 1989, between
Registrant and John Hancock Mutual Life Insurance
Company
(1) Exhibit 10.28 Third Restatement of Joint Venture Agreement of
Opus One dated January 1, 1991, between Robert
Mondavi Investments and B.Ph.R. (California), Inc.
(3) Exhibit 10.34 Note Agreement dated December 1, 1994.
(4) Exhibit 10.36 Amended and Restated 1993 Non-Employee
Directors' Stock Option Plan.
(4) Exhibit 10.37 Note Agreement dated July 8, 1996.
(5) Exhibit 10.38 Amended and Restated 1993 Equity Incentive Plan.
(6) Exhibit 10.39 The Robert Mondavi Corporation Deferred Compensation Plan
dated effective October 1, 1996.
(6) Exhibit 10.40 The Robert Mondavi Corporation Deferred
Compensation Plan for Directors dated effective
January 1, 1997.
(6) Exhibit 10.41 $95,000,000 Note Agreement dated as of January 29, 1998.
(6) Exhibit 10.42 $50,000,000 Note Purchase Agreement dated as of
March 28, 2000.
(6) Exhibit 10.43 First Supplement to Note Purchase Agreement dated as of
January 30, 2001 and consisting of
$45,000,000 Senior Notes and $10,000,000
Senior Notes.
(6) Exhibit 10.44 Second Supplement to Note Purchase Agreement dated as
of April 5, 2001 and consisting of $30,000,000
Senior Notes.
(6) Exhibit 10.45 Robert Mondavi Properties, Inc. Lease Financing of
Vineyard Facilities dated as of October 29, 1999.
(6) Exhibit 10.46 First Omnibus Amendment dated as of February 17, 2000
to Robert Mondavi Properties, Inc. Lease Financing of
Vineyard Facilities.
(6) Exhibit 10.47 R.M.E., Inc. Lease Financing of Lodi Distribution
Facilities dated as of July 14, 2000.
(6) Exhibit 10.48 First Omnibus Amendment dated as of May 11, 2001 to
R.M.E., Inc. Lease Financing of Lodi Distribution
Facilities.
(6) Exhibit 10.49 Second Omnibus Amendment dated as of March 31, 2000 to
Robert Mondavi Properties, Inc. Lease Financing
of Vineyard Facilities.
(6) Exhibit 10.50 Third Omnibus Amendment dated as of June 23, 2000 to
Robert Mondavi Properties, Inc. Lease Financing
of Vineyard Facilities.
(6) Exhibit 10.51 Fourth Omnibus Amendment dated as of July 12, 2001 to
Robert Mondavi Properties, Inc. Lease Financing
of Vineyard Facilities.
(6) Exhibit 10.52 $150,000,000 Syndicated Senior Credit Facility dated
as of December 14, 2001.
(7) Exhibit 10.53 Employment Agreement dated as of May 1, 2001 between
Registrant and Gregory M. Evans.
(7) Exhibit 10.54 Employment Agreement dated as of July 1, 2001 between
Registrant and Henry J. Salvo.
(8) Exhibit 10.55 Amended and Restated 1993 Equity Incentive Plan.
Exhibit 10.56 First Amendment, dated as of June
16, 2003, to $150,000,000 Syndicated
Senior Credit Facility dated as of
December 14, 2001.
(1) Exhibit 21 Subsidiaries of the Registrant
Exhibit 23 Consent of PricewaterhouseCoopers LLP
Exhibit 31.1 Certification by Gregory M. Evans
pursuant to Rule 13a-14(a) of the
Securities Exchange Act of 1934
Exhibit 31.2 Certification by Henry J. Salvo, Jr. pursuant to Rule
13a-14(a) of the Securities Exchange Act of 1934

Exhibit 32.1 Certification by Gregory M. Evans pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002
Exhibit 32.2 Certification by Henry J. Salvo, Jr. pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002

(1) Incorporated by reference to Registration Statement
on Form S-1 filed on April 23, 1993.
(2) Incorporated by reference to Amendment No. 3 to
Registration Statement on Form S-1 filed on June 7, 1993.
(3) Incorporated by reference to Quarterly Report on Form
10-Q for the quarterly period ended December 31,
1994.
(4) Incorporated by reference to Annual Report on Form
10-K for the annual period ended June 30, 1996.
(5) Incorporated by reference to Annual Report on Form
10-K for the annual period ended June 30, 1998.
(6) Incorporated by reference to Annual Report on Form
10-K for the annual period ended June 30, 2002.
(7) Incorporated by reference to Quarterly Report on Form
10-Q for the quarterly period ended September 30,
2002.
(8) Incorporated by reference to Quarterly Report on Form
10-Q for the quarterly period ended December 31,
2002.

(b) A Current Report on Form 8-K was filed on April 24, 2003, in
which the Company announced results for the third quarter of
fiscal 2003.

A Current Report on Form 8-K was filed on July 31, 2003, in
which the Company announced results for the fourth quarter of
fiscal 2003.

Schedule II--Valuation and Qualifying Accounts
Three Years Ended June 30, 2003
(In Thousands)

Additions
-----------------------------
Balance at Charged to Charged Balance
Beginning Costs and To Other at End
of Year Expenses Accounts Deductions of Year
--------------- -------------- -------------- ------------- ----------

Year Ended June 30, 2001:
Allowance for uncollectible accounts........ $ 500 $ 123 - - $ 123 (1) $ 500
Inventory reserves for write down
to net realizable value................... 1,464 756 - - 138 2,082

Year Ended June 30, 2002:
Allowance for uncollectible accounts........ $ 500 $ 6 - - $ 6 (1) $ 500
Inventory reserves for write down
to net realizable value................... 2,082 3,219 - - 2,919 2,382

Year Ended June 30, 2003:
Allowance for uncollectible accounts........ $ 500 $ 136 - - $ 136 (1) $ 500
Inventory reserves for write down
to net realizable value................... 2,382 15,445 - - 15,136 2,691

Notes:

(1) Balances written off as uncollectible.

SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

THE ROBERT MONDAVI CORPORATION

By /s/ HENRY J. SALVO, JR.
-------------------------
Henry J. Salvo, Jr.,
Executive Vice President and
Chief Financial Officer

Pursuant to the Requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

Signature Title Date
--------- ----- ----

/s/ R. MICHAEL MONDAVI
----------------------
R. Michael Mondavi Chairman of the Board September 26, 2003

/s/ TIMOTHY J. MONDAVI
----------------------
Timothy J. Mondavi Vice Chairman, Winegrower and Director September 26, 2003

/s/ GREGORY M. EVANS
----------------------
Gregory M. Evans President, Chief Executive Officer and Director September 26, 2003

/s/ HENRY J. SALVO, JR.
----------------------
Henry J. Salvo, Jr. Chief Financial Officer
(Executive Vice President and Accounting Officer) September 26, 2003

/s/ MARCIA MONDAVI BORGER
-------------------------
Marcia Mondavi Borger Director September 26, 2003

/s/ FRANK E. FARELLA
----------------------
Frank E. Farella Director September 26, 2003

/s/ PHILIP GREER
----------------------
Philip Greer Director September 26, 2003

/s/ SIR ANTHONY GREENER
----------------------
Sir Anthony Greener Director September 26, 2003

/s/ BARTLETT R. RHOADES
----------------------
Bartlett R. Rhoades Director September 26, 2003

/s/ JOHN M. THOMPSON
----------------------
John M. Thompson Director September 26, 2003