Diageo Interactive AR2015
Diageo Interactive AR2015
Diageo Interactive AR2015
2015
PERFORMANCE
HIGHLIGHTS
Volume
EU246.2m
equivalent units
1,963m
Net sales
10,813m
2014:
EU156.1m
2014:
10,258m
Operating profit(i)
3,066m
2014:
1,235m
88.8p
2014:
95.5p
56.4p
2014:
3,134m
Alcohol in society(iv)
2014:
51.7p
298
6.0L/L
2014:
373
1.66
2014:
6.8L/L
(i) Before exceptional items. (ii) Free cash flow is a non-GAAP financial measure.
See definition and reconciliation to net cash from operating activities on page 52.
(iii) Includes recommended final dividend of 34.9p.
(iv) Excludes United Spirits Limited. See further details on pages 38-47.
(v) Per 1,000 employees. (vi) In accordance with Diageos environmental reporting
methodologies, data for 30 June 2014 has been restated and total water used excludes
irrigation water for agricultural purposes on land under the operational control of the
company. Within KPMGs independent limited assurance scope. See further details
on page 143.
2014:
1.66
NORTH
AMERICA
EUROPE(i)
AFRICA(i)
LATIN AMERICA
AND CARIBBEAN
ASIA
PACIFIC(ii)
Volume
Volume
Volume
Volume
Volume
EU47.3m
2014: EU49.3m
EU44.
1m
2014: EU44.6m
EU26.2m
2014: EU24.4m
EU21.6m
2014: EU23.0m
EU107.0m
2014: EU14.8m
Net sales(iii)
Net sales(iii)
Net sales(iii)
Net sales(iii)
Net sales(iii)
3,455m
2014: 3,444m
2,617m
2014: 2,814m
1,415m
2014: 1,430m
1,033m
2014: 1,144m
2,213m
2014: 1,347m
Operating profit(iv)
Operating profit(iv)
Operating profit(iv)
Operating profit(iv)
Operating profit(iv)
1,448m
2014: 1,460m
Read more on
pages 2627
804m
2014: 853m
Read more on
pages 2829
318m
2014: 340m
263m
2014: 328m
356m
2014: 283m
Read more on
pages 3031
Read more on
pages 3233
Read more on
pages 3435
(i) The figures for the geographical segments for prior periods have been restated. See further details on page 50. (ii) Volume, net sales and operating profit for Asia Pacific
includes EU92.7 million, 921 million and 48 million (net of transaction and integration costs of 5 million) in respect of United Spirits Limited. See further details
on page 50. (iii) Excluding corporate net sales of 80 million. (iv) Excluding exceptional operating charge of 269 million and corporate costs of 123 million.
This year, organic net sales were flat, operating margin improved
24 basis points and free cash flow was up 728 million.
Read more on pages 2225
Strategic Report
Our business
Our global reach
Our brands
Outstanding breadth and depth across price points
Our Performance Ambition
Our business model
Chairmans statement
Chief Executives statement
How we measure performance: key performance indicators
Market dynamics
How we will deliver our Performance Ambition
How we protect our business: risk management and principal risks
Group financial review
Business reviews
Category review
Sustainability & Responsibility review
Definitions and reconciliations of non-GAAP measures
to GAAP measures
Governance
Board of Directors and Company Secretary
Executive Committee
Corporate governance report
Report of the Audit Committee
Directors remuneration report
Directors report
Financial statements
For more information about Diageo, our people and our brands,
visit www.diageo.com.
Diageo is listed on both the London Stock Exchange (DGE) and the New York Stock
Exchange (DEO).
54
55
56
60
63
82
84
142
This is the Annual Report of Diageo plc for the year ended 30 June 2015 and it is dated
29 July 2015. The Annual Report is made available to all shareholders on Diageos
website (www.diageo.com).
This report includes names of Diageos products, which constitute trademarks or trade
names which Diageo owns or which others own and license to Diageo for use. In this
report, the term company refers to Diageo plc and the terms group and Diageo refer to
the company and its consolidated subsidiaries, except as the context otherwise requires.
Diageos consolidated financial statements have been prepared in accordance with
International Financial Reporting Standards (IFRS) as adopted for use in the European
Union (EU) and IFRS as issued by the International Accounting Standards Board (IASB).
References to IFRS hereafter should be construed as references to both IFRS, as adopted
by the EU, and IFRS, as issued by the IASB. Unless otherwise indicated, all financial
information contained in this document has been prepared in accordance with IFRS.
The brand ranking information presented in this report, when comparing information
with competitors, reflects data published by sources such as IWSR, Impact Databank,
Nielsen, Beverage Information Group and Plato Logic. Market data information and
competitive set classifications are taken from independent industry sources in the
markets in which Diageo operates.
Diageo plc 2015
Diageo plc is incorporated as a public limited company in England and Wales. Diageo
was incorporated as Arthur Guinness Son and Company Limited on 21October 1886.
The group was formed by the merger of Grand Metropolitan Public Limited Company
(GrandMet) and Guinness PLC (the Guinness Group) in December 1997. Diageo plcs
principal executive office is located at Lakeside Drive, Park Royal, London NW10 7HQ
and its telephone number is +44 (0) 20 8978 6000.
Cautionary statement: this document contains forward-looking statements.
For our full cautionary statement, please see on page 144.
Cover image
Casks of Scotch whisky maturing at Carsebridge, one of
our warehouses in Scotland.
Financial statements
02
03
04
05
06
07
08
10
12
14
16
20
22
26
36
38
48
Governance
Contents
Strategic report
DIAGEO
IN 2015
OUR BUSINESS
Diageo is a global leader in
beverage alcohol with iconic
brands in spirits, beer and
wine. We provide consumers
with choice and quality
across categories and
price points.
DOING BUSINESS
THE RIGHT WAY
For us, standards are everything, from how we produce and market
our brands, to how we innovate and sell, and in governance and
ethics as codified in our Code of Business Conduct.
WE PRODUCE
WE MARKET
WE INNOVATE
WE SELL
We invest in world-class
marketing to build our brands,
focusing on connecting with
existing and new consumers.
For decades our brands have
been at the forefront of
marketing innovation and the
same remains true today. We
take seriously our obligations
to market responsibly and
help consumers make
informed decisions.
(i) Throughout this Annual Report 2015, reference to Diageos 21 geographically based markets will be stated as 21 markets.
Strategic report
OUR
GLOBAL
REACH
>15%
North America
Europe
Africa
US Spirits and
Wines
Western Europe(i)
Latin America
and Caribbean
610%
Asia Pacific
India
Diageo-Guinness
USA (DGUSA)
23%
Canada
<2%
Turkey
Nigeria
West LAC
Africa Regional
Markets
Paraguay,
Uruguay
and Brazil
Australia
North Asia
Greater China
South Africa
Mexico
East Africa
Russia and
Eastern Europe(i)
Financial statements
36%
Venezuela
Colombia
Based on reported net sales for the year ended 30 June 2015.
(i) On 1 July 2015, Russia became a standalone market and Eastern Europe was merged with Western Europe to create a Diageo Europe market.
DIAGEO REPORTS
AS FIVE REGIONS
% SHARE BY REGION
Volume (%)
Net sales(ii) (%)
Operating profit(iii) (%)
Number of responsible drinking
programmes(iv) (%)
Water withdrawals(iv) (%)
Carbon emissions(iv) (%)
Number of employees(v) (%)
Europe
Africa
Latin America
and Caribbean
Asia Pacific
19.2
32.2
45.4
17.9
24.4
25.2
10.6
13.2
10.0
8.8
9.6
8.2
43.5
20.6
11.2
21.1
11.1
8.5
9.8
24.5
45.3
51.8
33.0
14.1
37.2
35.0
16.5
19.8
4.5
3.2
8.8
20.5
1.9
1.5
31.9
(ii) Excluding corporate net sales of 80 million. (iii) Excluding exceptional operating charges of 269million and corporate costs of 123million. (iv) Excludes United Spirits Limited.
See further details on pages 3847. (v) Employees have been allocated to the region in which they reside.
North America
OUR BRANDS
Our 21 market model affords each market
the flexibility to select the right portfolio of
brands to capture the unique consumer
opportunities that exist in that market and
place resources directly against our biggest
growth opportunities.
Global giants(i)
Local stars(ii)
Reserve
C=0
M=10
Y=27
K=50
(i) Global giants represent 39% of Diageo net sales. (ii) Local stars represent 16% of Diageo net sales. (iii) Reserve brands represent 13% of Diageo net sales.
Super premium
Premium
Standard
Value
Scotch whisky
Governance
Ultra premium(i)
Strategic report
OUTSTANDING
BREADTH AND
DEPTH ACROSS
PRICE POINTS
Other whisk(e)y
Vodka
Liqueur
Financial statements
Rum
Tequila
Local spirits
Beer
Gin
OUR
PERFORMANCE
AMBITION
Reserve
Other spirits(i)
Beer
Wine
Efficient growth
Consistent
value creation
Operating margin
Return on average
invested capital
Credibility and trust
Responsible drinking
programmes
Water efficiency
Carbon emissions
Motivated people
Health and safety
Employee engagement
Broad portfolio
AGILE OPERATING
MODEL
FOCUSED
INVESTMENT
21 markets
Geographic reach
Participation strategy
Financial strength
Supply management
Consumer insights
Leading capabilities
Performance drivers
Read more on page 16.
Values
Value creation: shareholder value; investment in the business; customer, employee and social value
Financial statements
Sustainability &
Responsibility imperatives
Global functions
Governance
STRONG
PLATFORM
Strategic report
OUR
BUSINESS
MODEL
CHAIRMANS STATEMENT:
WE ARE CREATING ONE OF THE
BEST PERFORMING, MOST TRUSTED
AND RESPECTED CONSUMER
PRODUCTS COMPANIES.
Over the last two years we have taken
the necessary steps to strengthen
Diageo, to position our company to drive
sustainable growth and value for you, our
shareholders, and to ensure we are a trusted
and respected partner to all our stakeholders
around the world.
21.5p
( 9%)
34.9p
( 9%)
56.4p
( 9%)
Our people
Diageos success is in the hands of our 33,000
employees around the world. I would like to
thank them all for their dedication and hard
work during the year. We must create an
environment that stretches and challenges
our people and enables them to do their
best work, living our values each and every
day. I am committed to continuing to build
such an environment, and look forward to
working with my colleagues on the Board
and throughout the business to make sure
that we do.
Looking ahead
Your Board is confident that Diageo will
deliver its Performance Ambition. Over the
last two years we have taken the necessary
steps to strengthen Diageo, to position our
company to drive sustainable growth and
value for you, our shareholders, and to
ensure we are a trusted and respected
partner to all our stakeholders around
the world.
Dr Franz B Humer
Chairman
250
200
17%
6%
6%
Diageo
Pernod Ricard
150
10%
Bacardi
Brown-Forman
Beam Suntory
Others
100
50
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
26%
Board changes
Having been on the Board for nine years,
Laurence Danon will step down at the
upcoming Annual General Meeting. On your
behalf I would like to thank Laurence for
her contribution over a period of progress
and growth for Diageo. In July 2015, we
announced that Emma Walmsley will join
the Board as a Non-Executive Director
effective 1 January 2016. Emma is currently
Chief Executive Officer of GSK Consumer
Healthcare.
Financial statements
35%
Business environment
With our strong portfolio of Scotch whisky
brands, we have a deep commitment to
Scotland built on the heritage of some of the
industrys greatest entrepreneurs. The
current debate over the United Kingdoms
role within the European Union is one in
which Diageo is actively engaged. We want
our Scotch whisky business, which makes a
considerable contribution to the British
economy, to remain competitive in the
global marketplace and believe that the best
Governance
Strategic report
Results
Organic net sales were flat. Volume declined
1% reflecting a destock in South East Asia,
lower shipments in the United States and
improving price/mix led by the growth of
reserve brands.
Organic operating margin was up
24 basis points delivered by cost savings
and efficiencies, which more than offset
the impact of cost inflation and negative
market mix. Our global efficiency
programme identified 200 million of cost
savings to be delivered by the end of fiscal
2017. We delivered 127 million this year,
and as planned reinvested 30 million
of the savings.
Free cash flow was up over 700 million
this year, to almost 2 billion, as I made cash
a clear priority for improvement. To deliver
this, incentive programmes were changed
and we set clear targets for each market.
This focus has led to many examples across
markets where we have improved processes
and ways of working to reduce our working
capital. The sales of the Bushmills brand and
the Gleneagles Hotel also generated cash in
the year.
Our people
It is a privilege to work with Diageo teams
across the world. I feel honoured to lead a
company where purpose and values are
deeply ingrained. The commitment of our
people to get behind the decisions taken
during the year is encouraging. This was
demonstrated in the results of our annual
employee Values Survey, with employee
engagement improving through a tough
performance period. This evidence of the
passion and commitment all of us hold for
Diageo is the perfect fuel to drive future
growth, and I look forward to working with
our teams across the business, implementing
the exciting plans we have for the year ahead.
Larry Schwartz, President Diageo North
America, will retire at the end of this calendar
year. Larry has many achievements in a
40-year career in the industry, not least his
commitment to deliver growth for Diageo
and build our strong North American
platform. Deirdre Mahlan, currently Chief
Financial Officer and the incoming leader of
this business, will have this platform to build
on as she drives the next stage of Diageo
North Americas growth.
7%
8%
24%
5%
4%
7%
18%
12%
3%
1%
Scotch
NAM Whisk(e)y
Vodka
Rum
5%
Liqueur
Tequila
Gin
Beer
6%
Wine
Ready to drink
IMFL
Other
Ivan Menezes
Chief Executive
Outlook
The fundamentals for future growth remain
strong: Diageo will benefit from the
increasing penetration of spirits in emerging
markets, innovation and the growing
appetite for luxury spirits around the world.
We have taken some tough decisions
over the last couple of years to set Diageo
up to deliver strong, sustained performance.
Today we are closer to the consumer, more
agile, and focused on productivity, with the
people, skills and capabilities to deliver on
the opportunity. We are at an exciting point
on our journey. In 2016, we believe stronger
volume growth will deliver an improved top
line performance.
Financial statements
Productivity
At the end of July 2015, we announced our
intention to deliver productivity gains of a
further 500 million over three years from
fiscal 2017 to invest in growth and improve
margin. As we achieve our productivity gains
we expect to deliver mid-single digit organic
top line growth on a sustained basis and
operating margin expansion of 100 basis
points over the same three year period.
Governance
Strategic report
FINANCIAL
FINANCIAL
0.0%
6
59
0.4
2011
2012
+24bps
2013
2014
78
88.8p
77
81.6
92.6
103.1
95.5
88.8
2011
2012
2013
2014
2015
24
0.0
2015
Definition
Sales growth after deducting excise duties,
excluding the impact of exchange rate
movements, acquisitions and disposals.
Why we measure
This measure reflects our performance as the
result of the choices made in terms of category
and market participation, and Diageos ability
to build brand equity, increase prices and
grow market share.
Performance
Organic net sales were flat, with volume decline
of 1% reflecting a destock in South East Asia and
West LAC, lower shipments in the United States
and improving price/mix led by the growth of
reserve brands.
0
2011
2012
2013
2014
2015
Definition
The percentage point movement in operating
profit before exceptional items, divided by net
sales after excluding the impact of exchange rate
movements and acquisitions and disposals.
Why we measure
The movement in operating margin measures the
efficiency of the business. Consistent operating
margin improvement is a business imperative,
driven by investment choices, our focus on
driving out costs across the business and
improving mix.
Performance
Margin improved mainly due to cost savings,
primarily through our global efficiency
programme, partially offset by reinvestment in
route to consumer, cost inflation and negative
market mix.
Definition
Profit before exceptional items attributable to
equity shareholders of the parent company,
divided by the weighted average number of
shares in issue.
Why we measure
Earnings per share reflects the profitability of
the business and how effectively we finance
our balance sheet. It is a key measure for our
shareholders.
Performance
Eps before exceptional was down by
6.7 pence per share driven by adverse
exchange movements and lower income
from associates and joint ventures,
offset by underlying improvements.
NON-FINANCIAL
NON-FINANCIAL
NON-FINANCIAL
ALCOHOL IN SOCIETY(iii)
298 PROGRAMMES
1.66
250
2011
300
2012
315
2013
373
2014
298
2015
Definition
Programmes supported by Diageo that aim to
reduce harmful drinking.
Why we measure
Alcohol-related harm is our most important social
issue. These programmes address risks such as:
harm to consumers and communities; limitations
to our licence to operate; and the loss of trust and
respect from our stakeholders.
Performance
In shifting our focus towards the Global
Producers Commitments, we supported fewer
programmes this year, and in line with our 2020
target, we are prioritising impact, which involves
supporting fewer but more effective
programmes.
6.0L/L
3.73
2.14
2011
2012
2.97
2013
1.66(iv)
1.66
2014
2015
Definition
Number of accidents per 1,000 employees and
directly supervised contractors resulting in time
lost from work of one calendar day or more.
Why we measure
Safety is a basic human right: everyone has the
right to work in a safe environment, and our Zero
Harm safety philosophy is that everyone should
go home safe, every day, everywhere.
Performance
Our overall lost-time accident frequency rate has
remained static despite improvements in our
operations, our accident rate in offices and sales
functions has increased. Addressing this will be
a key focus for us in 2016.
7.2
6.9
7.0
6.8
6.0
2011
2012
2013
2014
2015
Definition
Ratio of the amount of water required to produce
one litre of packaged product.
Why we measure
Water is the main ingredient in all of our brands.
To sustain production growth and respond to
the growing global demand for water, we aim
to improve efficiency, minimising our water use,
particularly in water-stressed areas.
Performance
11.8% improvement on 2014, resulting from
process optimisations and improvements related
to equipment, raw material handling, culture and
behaviour towards water stewardship.
Relevance to strategy
Efficient growth
Consistent value creation
Credibility and trust
Motivated people
FINANCIAL
FINANCIAL
FINANCIAL
1,963m
1,801
2011
12.3%
1,963
1,657
1,452
1,235
2012
2013
2014
2015
2012
16.5
2013
14.1
2014
NON-FINANCIAL
652
2012
2015
2011
85
701
673
652
2013
2014
2015
17
2012
2013
2014
2015
Definition
Percentage growth in the value of a Diageo share
(assuming all dividends and capital distributions
are re-invested).
Why we measure
As a public limited company, Diageo has a
fiduciary responsibility to maximise long term
value for shareholders. We also monitor our
relative TSR performance against our peers.
Performance
Diageo delivered total shareholder return of
2% as dividends paid increased by 9% and
earnings declined mainly as a result of adverse
exchange movements.
2011
86
2012
2013
73(vii)
2014
75
2015
Definition
Measured through our Values Survey; includes
metrics for employee satisfaction, loyalty,
advocacy and pride.
Why we measure
Employee engagement is a key enabler of our
strategy and performance. The survey allows us to
measure, quantitatively and qualitatively, how far
employees believe we are living our values. The
results inform our ways of working, engagement
strategies and leadership development.
Performance
94% of our people participated in our Annual
Values Survey. Our people confirmed that one
of our core strengths continues to be our
employees pride and strong sense of ownership
of our business and our brands.
Definition
Absolute volume of carbon emissions,
in 1,000 tonnes.
Why we measure
Carbon is a key element of our overall
environmental impact and the impact of the
industry. We recognise the importance of
reducing our carbon emissions, not just to create
efficiencies and savings now, but also to mitigate
climate change and position us well for a low
carbon economy in the future.
Performance
Improved performance resulting from cumulative
impacts of multiple energy efficiency initiatives
and switches to renewable fuels, predominately
biogas recovery and reuse.
33
Remuneration
Some KPIs are used as a measure in the incentives
plans for the remuneration of executives. These are
identified with the symbol .
75%
2011
24
733
12.3
Definition
Profit before finance charges and exceptional items
attributable to equity shareholders divided by
average invested capital. Invested capital comprises
net assets aggregated with exceptional restructuring
costs and goodwill at the date of transition to IFRS,
excluding post employment liabilities, net
borrowings and non-controlling interests.
Why we measure
ROIC is used by management to assess the return
obtained from the groups asset base. Improving
ROIC builds financial strength to enable Diageo
to attain its financial objectives.
Performance
The additional investment in United Spirits
Limited and its full consolidation reduced ROIC
by 1.1 pps. Adverse exchange and lower income
from associates resulted in a further reduction
offset by organic operating profit growth.
NON-FINANCIAL
779
2%
Financial statements
2011
16.3
Governance
Definition
Free cash flow comprises the net cash flow from
operating activities aggregated with the net
cash received/paid for loans receivable and
other investments, and the net cash cost paid for
property, plant and equipment, and computer
software.
Why we measure
Free cash flow is a key indicator of the financial
management of the business and reflects
the cash generated by the business to fund
payments to our shareholders and acquisitions.
Performance
Improved working capital, primarily due
to lower debtors driven by phasing of sales
in the last quarter, was the biggest driver
of the improvement in free cash flow.
16.0
Strategic report
MARKET
DYNAMICS
Developed markets
Emerging markets
Developed markets
Emerging markets
Financial statements
38
27
35
24
41
25 42
45
30
39
36
43
32
33
23
16
22
17
18
29
26
31
28
Governance
34
44
40
37
21
19 20
15 14
12
11 13
9 10
6
5
Sites
1 Kenya Brewing, Nairobi
2 East Africa Maltings,
Nairobi
3 Central Glass, Nairobi
4 Seybrew, Seychelles
5 SA Cider, South Africa
6 Dar es Salaam
7 Moshi
8 Mwanza
9 UBL, Kampala
10 IDU, Kampala
11 Accra, Achimota
12 Kumasi, Kaasi
13 Ogba, Lagos
14 Paraipaba, Cear
15 Agricultural lands, Cear
16 Blossom Hill Winery,
California
17 Provenance, California
18 Acacia, California
19 Chalone, California
20 Sterling, California
21 Beaulieu, California
22 Sonoma, California
23 Diageo Chateau & Estate
Vineyards, California
24 Alwar, Rajasthan
25 Asansol, West Bengal
26 Aurangabad, Maharashtra
27 Baddi, Himachal Pradesh
28 Baramati, Maharashtra
29 Bhadrakali, West Bengal
30 Bhopal, Madhya Pradesh
31 Four Seasons Winery,
Maharashtra
32 Hospet, Karnataka
33 Kumbalgodu, Karnataka
34 Malkajgiri, Telangana
35 Meerut, Uttar Pradesh
36 Nacharam, Telangana
37 Palakkad, Kerala
38 Pathankot, Punjab
39 Pioneer, Maharashtra
40 Pondy, Kerala
41 Rosa, Uttar Pradesh
42 Serampore, West Bengal
43 Sovereign, Karnataka
44 Tern, Andhra Pradesh
45 Udaipur, Rajasthan
Strategic report
HOW WE WILL
DELIVER OUR
PERFORMANCE
AMBITION
(i) For more information on the Beer, Wine and Spirits Producers commitments, visit www.producerscommitments.org.
Financial statements
Governance
Strategic report
Financial statements
Additional information for shareholders
Governance
Strategic report
HOW WE PROTECT
OUR BUSINESS:
RISK MANAGEMENT
AND PRINCIPAL RISKS
Our approach
Our risk management framework is
straightforward. We believe that great
risk management starts with the right
conversations, that drive better business
decisions. We assign clear accountability for
managing our risks in the right way. It is the
responsibility of each market and function to
manage its risks directly, and then to report
on the risks and their management to the
relevant Executive member. The Diageo
Executive reviews the effectiveness of risk
management through the Audit & Risk
Committee, and the Board exercises
independent review through the Audit
Committee, supported by Global Audit &
Risk. The Diageo Executive updates the
groups risk assessment annually, which is
Risk
Significant local volatility or upheaval, or failure
to react quickly enough to increasing volatility.
Risk
Non-compliance with local laws or regulations,
or breach of our internal global policies and
standards and/or significant internal control
breakdown.
Risk
Failure to address the concerns of multiple
stakeholders about the promotion and
consumption of alcohol.
Impact
Social unrest, liquidity issues, inflationary
pressures, changes to tax systems and/or
eroded consumer confidence, impacting our
peoples safety, our assets security, business
forecasting and/or performance.
How we mitigate
On the ground market and country
intelligence to build local preparedness for
rapid change in external environment.
Market visits by Chief Executive and other
senior executives to review local strategy.
Market-sensitive multi-country investment and
capacity expansion strategy, and local sourcing
strategy (e.g. to minimise currency risk).
Monitoring and, where appropriate, expressing
views on the formulation of tax laws either
directly or through trade associations or similar
bodies.
Developments in 2015
Enhanced review by Audit & Risk Committee
of market plans to deal with volatility.
Use and development of scenario planning
tools to build responses to future uncertain
conditions.
Impact
Severe damage to our corporate reputation
and/or significant financial penalty.
How we mitigate
Code of Business Conduct (Code) and
periodic refresh training for employees
on our global policies.
Internal control assurance programme,
with local management accountability.
Strong tone from the top, anchored by our
Performance Ambition of most trusted and
respected.
Developments in 2015
Embedding the control and compliance
frameworks in recent acquisitions.
Enhancing internal processes for managing
allegations of breaches of our Code.
We have implemented an automated tool
to improve the efficiency of aspects of our
anti-bribery and corruption third party due
diligence programme.
Greater emphasis on developing the
capabilities of our control and compliance
global community.
Impact
One or more governments impose restrictions
on access and/or increase tax and/or duty.
Damage to our corporate reputation.
How we mitigate
New Alcohol in Society targets including
implementation of Global Producers
Commitments to Reduce Harmful Drinking
and increased focus on programmes in
markets with measurable outcomes.
Strengthen industry response at global and
local level.
Increase knowledge about alcohol among
stakeholders and consumers through the
provision of information on packaging, online
and via training courses.
Developments in 2015
There have been no significant new
regulations against alcohol during 2015,
although restrictions on retail sales of beer
in Indonesia impacted our business in
South-East Asia.
The Global Producers Commitments to
Reduce Harmful Drinking have been
incorporated into the business performance
review cycle.
Efficient growth
Consistent value creation
Credibility and trust
Motivated people
TALENT
Risk
Failure to shape or participate in critical industry
developments.
Risk
Failure to meet the expectations of stakeholders
to make a positive contribution to the
sustainability agenda.
Risk
Inability to recruit, retain and develop sufficient
sales and marketing talent particularly in
developing markets.
Impact
Long term damage to our corporate
reputation.
Less influence shaping the citizenship and
sustainability agenda as it relates to beverage
alcohol.
Impact
Failure to achieve our growth plans.
Impact
Consumers move away from our brands.
Less efficient business model compared
to key competitors.
Developments in 2015
Our mitigation approaches remain
unchanged, and we have continued to deploy
them in response to industry changes.
For example, as the industry has seen
accelerated growth in global primary Scotch,
we have drawn on the breadth of our brand
portfolio to meet this consumer demand
e.g. in Mexico, with Black & White.
How we mitigate
Sustainability & Responsibility Strategy
based on material issues and stakeholder
expectations at global and market level.
Programmed delivery against a clear set of
targets aligned to external stakeholders.
Development of partnerships with external
stakeholders to support delivery and scale
up of strategy.
Developments in 2015
Global Talent Team established to ensure we
have the talent pipeline to fill critical leadership
roles, supported by a bigger focus on
succession planning and external recruitment.
We completed an in-depth analysis of
commercial capability across our markets and
have agreed a common set of commercial
operating standards and supporting capability
programmes and investment.
CYBER THREAT
Risk
Theft, loss and misappropriation of Diageos most
important digital assets.
Risk
Impacts from politically motivated violence ,
including terrorism.
Impact
Financial loss, operational disruption and
reputational damage.
Non-compliance with statutory data
protection legislation.
Impact
Diageo employees, sites or supply chain
threatened and/or harmed.
Our ability to operate in key markets is
disrupted.
How we mitigate
Employees trained on information
management and security.
Monitoring, identification and addressing
of cyber threats and suspicious internal
computer activity.
Crisis response exercises to test and build
resilience to cyber attacks.
How we mitigate
Monitoring of local security situation.
In-country security managers oversee people
security, physical security and business
continuity programmes.
Above-market travel security programme for
all Diageo travellers.
Above- and in-market liaison with
government, academia, and industry on
evolving threats and responding to incidents.
Impact
Business case for an acquisition is not delivered
resulting in impairment charges on goodwill
or other intangible assets and failure to meet
financial targets.
Market confidence in Diageos ability to deliver
on its strategy is weakened.
Damage to our corporate reputation.
Prospects for securing regulatory approval for
other potential business combinations are
harmed.
How we mitigate
Board and Executive Committee regularly track
actual performance against the business case.
Global minimum standards for control and
compliance for post-acquisition entities,
subject to internal audit review.
Developments in 2015
We have continued to monitor the M&A
environment and transact where appropriate
(e.g. acquisition of 50% of Don Julio).
Our focus has been on embedding recent
acquisitions (e.g. USL) and, for acquisitions this
year (Don Julio), making sure we have the right
governance and integration platforms in place.
Developments in 2015
Continuous evolution of our response against
the increase in the number and sophistication
of cyber incidents.
Increase in, and strengthening of, data
protection laws in jurisdictions worldwide
demanding ever greater focus on safeguarding
data privacy.
Developments in 2015
Formulating standardised security threat levels
to provide clarity for site response to threats.
Expanding mandatory travel security training
to markets with increasing risk.
Political violence included in cross-functional
risk scanning.
BUSINESS ACQUISITIONS
Risk
Failure to deliver value from acquisitions and/or
integrate them into Diageo effectively, including
failure to embed Diageos standards of compliance
with laws, internal policies and controls.
Financial statements
Developments in 2015
We have announced new 2020 Sustainability &
Responsibility targets.
The emerging UN Sustainable Development
Goals identify critical areas for activity. There is
also a trend towards greater transparency on
performance and the impact of our activities.
In India, we are integrating and developing our
environmental standards and community
programmes with USL.
How we mitigate
Significant focus and intervention on moving
talent into key local roles in developing
markets.
Strengthened learning and development
strategy across the business.
Governance
How we mitigate
Broad portfolio of brands to ensure coverage
of consumer trends.
Continuous assessment and optimisation of
business efficiencies.
Rigorous processes of strategy development
and governance at corporate and market level.
Focus on building strategic capability at
market level.
Strategic report
Relevance to strategy
GROUP
FINANCIAL
REVIEW
5%
Volume
Net sales(i)
Operating profit(ii)
2bn
up 0.7 bn
9%
flat
24bps
1%
1%
Basic eps
95.0 pence
up 6%
88.8 pence
North America
Europe
Africa
Latin America and Caribbean
Asia Pacific
(i) Excluding corporate net sales. (ii) Before exceptional items and corporate costs.
Key performance indicators
2015
2014
%
basis points
pence
million
%
24
88.8
1,963
12.3
77
95.5
1,235
14.1
2015
2014
EUm
million
million
million
million
million
million
million
%
%
million
pence
pence
246.2
10,813
1,629
3,066
2,797
175
373
412
15.9
18.3
2,381
95.0
56.4
156.1
10,258
1,620
3,134
2,707
252
140
388
16.5
18.2
2,248
89.7
51.7
Net sales
%
Marketing
spend
%
Operating
profit(ii)
%
Volume
Net sales
Marketing spend
Operating profit before exceptional items
Operating profit
Share of associates and joint ventures profit after tax
Non-operating items
Net finance charges
Reported tax rate
Reported tax rate before exceptional items
Profit attributable to parent companys shareholders
Basic earnings per share
Recommended full year dividend
North America
Europe
Africa
Latin America and Caribbean
Asia Pacific
Diageo(iii)
Volume
%
(3)
7
(7)
(3)
(1)
(1)
6
(1)
(2)
(4)
2
4
6
(8)
(1)
(2)
3
10
(3)
7
1
(i) The group has revised the calculation of ROIC by excluding the net assets and net profit attributable to
non-controlling interests. Before this adjustment, in the year ended 30 June 2014 the ROIC reported was 13.7%.
(ii) Before exceptional items.
(iii) Includes Corporate. In the year ended 30 June 2015 Corporate reported net sales and net operating charges
before exceptional items were 90 million (2014 79 million) and 123 million (2014 130 million), respectively.
The reduction in net operating charges before exceptional items is largely due to cost savings and exchange.
896
(337)
10,258
2015
Reported
Exchange
Volume
Price/mix
30.55%
36bps
52bps 28.35%
(64)bps
Organic
movement(i)
2015
Reported
2014
Reported
Tax
Non-controlling interests
Other including USL(i)
2014
Reported
(1.3) (0.4)
2015
Reported
Marketing spend
Other operating
expenses
388
(48)
60
12
412
2015
2014
10,459
3.5%
9,174
3.8%
2015
Reported
2014
Reported
USL free cash
flow(i)
Operating
profit excluding
exchange(ii)
Exchange
Working
capital
movement
Net capex
movement
Interest and tax
Other operating
items(iii)
0.2pps
(1.1)pps
(0.4)pps
12.3%
(0.3)pps (0.2)pps
2015
Reported(iii)
2014
Reported(ii)
USL
Operating profit
after tax
Exchange
Associates and
joint ventures
including FX
Other
million
2014 Reported
Net interest charge decrease
Consolidation of net borrowings
acquired in USL
Movement in other finance charges
2015 Reported
(156)
Financial statements
(57)
59 1,963
(7)
76
1,235
88.8
79
Governance
(61)bps
1.5
(6.4) (3.1)
(183)bps
1.4
Operating
734
profit
Operating
profit (4.8)
2014
Reported
Acquisitions and
disposals(i)
1.6
10,813
(127)
123
Strategic report
INCOME STATEMENT
2014
million
Sales
Excise duties
Net sales
Cost of sales(i)
Gross profit
Marketing
Other operating expenses(i)
Operating profit before exceptional items
Exceptional operating items (c)
Operating profit
Non-operating items (c)
Net finance charges
Share of after tax results of associates and joint ventures
Profit before taxation
Taxation
Profit from continuing operations
Discontinued operations (c)
Profit for the year
Exchange
(a)
million
(509)
172
(337)
61
(276)
47
68
(161)
13,980
(3,722)
10,258
(4,006)
6,252
(1,620)
(1,498)
3,134
(427)
2,707
140
(388)
252
2,711
(447)
2,264
(83)
2,181
Acquisitions
and disposals
(b)
million
2,321
(1,425)
896
(666)
230
(74)
(85)
71
Organic
movement
million
174
(178)
(4)
26
22
18
(18)
22
2015
million
15,966
(5,153)
10,813
(4,585)
6,228
(1,629)
(1,533)
3,066
(269)
2,797
373
(412)
175
2,933
(466)
2,467
2,467
(a) Exchange
The impact of movements in exchange rates
on reported figures is principally in respect of
the Venezuelan bolivar, the euro, the Russian
rouble and the US dollar.
In February 2015, the Central Bank of
Venezuela opened a new mechanism
(known as SIMADI) that allows private and
public companies to trade foreign currency
with fewer restrictions than other
mechanisms in Venezuela. As a result, the
group has used the SIMADI exchange rate to
consolidate its Venezuelan operations for the
year ended 30 June 2015. For the year ended
30 June 2014, the group applied the Sicad II
exchange rate to consolidate its operations
in Venezuela.
Applying the SIMADI consolidation rate
of $1 = VEF197.30 (1 = VEF309.76) compared
to the Sicad II rate of $1 = VEF49.98 (1 =
VEF85.47) would have reduced net assets
and cash and cash equivalents as at 1 July
2014 by 60 million and 52 million,
respectively, and would have reduced the
previously reported net sales and operating
profit for the year ended 30 June 2014 by
57million and 36 million, respectively.
The effect of movements in exchange
rate and other movements on profit before
exceptional items and taxation for the year
ended 30 June 2015 is set out in the
tablebelow.
Exchange rates
Translation 1 =
Transaction 1 =
Translation 1 =
Transaction 1 =
Year
ended
30 June
2015
Year
ended
30 June
2014
$1.57
$1.58
1.31
1.23
$1.63
$1.59
1.20
1.26
Gains/
(losses)
million
Translation impact
Transaction impact
Operating profit before
exceptional items
Net finance charges
translation impact
Mark to market impact of
IAS 39 on interest expense
Impact of IAS 21 and IAS 39
on net other finance charges
Interest and other finance charges
Associates translation impact
Profit before exceptional items
and taxation
(72)
(89)
(161)
(7)
8
1
2
(20)
(179)
Movement in
net borrowings
2015
million
2014
million
(8,850)
1,963
(8,403)
1,235
(306)
(534)
(8)
(113)
(72)
(88)
(37)
(315)
(1,341)
2
(77)
(157)
(1,228)
1
(921)
315
(7)
157
349
(869)
(39)
(32)
(9,527)
(8,850)
2015
million
2014
million
7,590
2,467
(225)
8,088
2,181
(1,133)
113
(167)
88
20
(85)
641
(37)
(72)
(1,341)
(25)
(88)
(1,228)
51
9,256
7,590
Movement in equity
Financial statements
Governance
(d) Dividend
The directors recommend a final dividend
of34.9 pence per share, an increase of 9%
from the year ended 30 June 2014. The full
dividend will therefore be 56.4 pence per
share, an increase of 9% from the year ended
30 June 2014. Subject to approval by
shareholders, the final dividend will be paid
on 8 October 2015 to shareholders on the
register on 14 August 2015. The ex-dividend
date is 13 August 2015. Payment to US ADR
holders will be made on 14 October 2015.
A dividend reinvestment plan is available to
holders of ordinary shares in respect of the
final dividend and the plan notice date is
17 September 2015.
The recommended final dividend
increase is 9%, in line with the increase in
theinterim dividend. This rate of increase
recognises that while eps has declined, the
decline was mainly driven by the impact of
exchange movements in a year when free
cash flow has improved strongly. Eps to
dividend cover at1.6 times is however now
outside management's coverage ratio, and
the group will look to rebuild cover over
time, maintaining dividend increases at a
mid-single digit rate until it is back in range.
Strategic report
NORTH
AMERICA
US Spirits
and Wines
DGUSA
(%)
(%)
Spirits
Beer
Canada
Other
Wine
RTDs
Key financials
Net sales
Marketing spend
Operating profit before
exceptional items
Exceptional items
Operating profit
Other
Acquisitions
and
disposals
million
2014
Reported
million
Exchange
million
3,444
540
97
16
(37)
7
1,460
(35)
1,425
27
(2)
Value
Standard
Premium
Organic
movement
million
Super premium
Ultra premium
2015
Reported
million
Reported
movement
%
(49)
(21)
3,455
542
(37)
1,448
(28)
1,420
(1)
Supply operations
We have 11 bottling, distilling, blending and
maturation sites including operations in
Plainfield, Illinois; Amherstburg, Ontario;
Valleyfield, Quebec; Relay, Maryland; Gimli,
Manitoba; Tullahoma, Tennessee; Louisville,
Kentucky; and seven wineries and wine
bottling operations in California. Focusing
on continuously improving efficiency across
our supply chain we made significant
investments during the year and announced
plans to cease bottling operations in Relay,
Maryland.
Sustainability and responsibility
As our largest market, with many millions
of consumers, our focus on responsible
drinking in North America is particularly
important, and we have built a reputation as
a leading voice in the industry. After 12 years
of advocating with a coalition of consumer
and public health advocates, the US
government recently allowed alcohol
companies to include alcohol content and
nutritional information per typical serve on
packaging. In March we followed this by
announcing our commitment to provide
consumers around the world with this
information a first for any alcohol company.
Another key issue for us is operational
sustainability our Californian vineyards and
wineries are in a water-stressed area, and we
have responded by creating Blue Teams to
scale up our focus on reducing water use in
our operations and identifying opportunities
in our wine growers supply chain.
(1)
(3)
(3)
3
(2)
(1)
2
1
3
(4)
Spirits(ii)
Beer
Wine
Ready to drink
(3)
(2)
(3)
(1)
(1)
(2)
(1)
1
1
2
(14)
(2)
(10)
(8)
2
(5)
(2)
13
4
(2)
32
5
17
(3)
(12)
(15)
2
(5)
(2)
12
4
(2)
36
9
18
(1)
(10)
(12)
4
(3)
1
15
8
1
41
13
23
(i) Organic equals reported movement for volume except for North America (4)%, US Spirits and Wines (5)%, spirits
(3)% and ready to drink (25)% reflecting the termination of the transitional arrangements following the disposal
of Jose Cuervo and Bushmills and the acquisition of the outstanding stake in Don Julio.
(ii) Spirits brands excluding ready to drink.
(3)
Financial statements
Organic volume
movement(i)
%
Governance
Markets:
North America
KEY HIGHLIGHTS
Net sales in US Spirits and Wines
declined 2% while the value of distributor
depletions was up 4%. Diageos North
American whisk(e)y performance was
very strong with the portfolio outpacing
category growth and net sales up 13%.
Crown Royal was the primary driver as
Crown Royal Regal Apple, the top selling
innovation according to Nielsen, gained
share as it recruited new consumers to
the brand, driving double digit top line
growth for the trademark. Bulleit, the
fastest growing unflavoured North
American whisk(e)y, drove one third of
that categorys growth with net sales up
35%. Both Bulleit Bourbon and Bulleit Rye
led their respective segments through
increased distribution, consumer
experience marketing, and the
engagement of key trade influencers.
In scotch, Buchanans was the fastest
growing brand in the United States,
with net sales up over 20%. Buchanans
resonates particularly well with the
growing Hispanic population, and this
year added sponsorship of the Latin
Grammy Awards to its full suite of
marketing activities. Johnnie Walker did
not perform well, partly as a result of
lapping the strong launch of Platinum
and Gold Label Reserve last year but
also due to a reduction in promotional
Strategic report
EUROPE
Western Europe
Russia and
Eastern Europe
(%)
(%)
Spirits
Beer
Turkey
Other
Key financials
Net sales
Marketing spend
Operating profit before
exceptional items
Exceptional items
Operating profit
2014
Reported
(restated)(i)
million
Wine
RTDs
Exchange
million
Other
Acquisitions
and
disposals
million
Value
Standard
Premium
Super premium
Ultra premium
Organic
movement
million
2015
Reported
million
Reported
movement
%
2,814
413
(186)
(30)
(13)
(1)
2
6
2,617
388
(7)
(6)
853
(20)
833
(67)
(2)
20
804
(20)
784
(6)
(6)
(i) Restated following the change in the internal reporting structure to reflect changes made to management
responsibilities. See page 50 for further details.
Supply operations
The International Supply Centre (ISC)
comprises the supply operations in the
United Kingdom, Ireland and Italy. The group
owns 29 whisky distilleries in Scotland, a
Dublin based beer brewery and maturing
and packaging facilities in Scotland, England,
Ireland and Italy. The ISC ships whisk(e)y,
vodka, gin, rum, beer, wine, cream liqueurs,
and other spirit-based drinks to over 180
countries. Through our 1 billion investment
in Scotch whisky production and inventory,
announced in 2012, distilling capacity has
increased by over 25%.
Raki, vodka and wine are produced in
Turkey at a number of sites and Smirnov
vodka is produced in Russia.
Sustainability and responsibility
People today increasingly want to work for
companies that they believe make a positive
social and environmental, as well as
economic, contribution. Our leadership in
responsible drinking, through programmes
and partnerships, and our contribution to
the communities in which we operate,
support our reputation and ability to attract
and retain employees. Our responsible
drinking programme, NOFAS, aims to tackle
foetal alcohol syndrome by training
midwives and health professionals to date
we have reached around 300,000 pregnant
women in the UK. In the last few years,
we have launched our Learning for Life
community programme in a number of
European countries, including a major
investment in Scotland, as part of a five-year
effort targeted towards young people.
Organic volume
movement(i)
%
(7)
Western Europe
Russia and Eastern Europe
Turkey
1
(8)
1
(9)
3
(5)
(26)
(5)
Spirits(ii)
Beer
Wine
Ready to drink
(1)
1
(6)
1
1
(1)
(2)
(8)
(4)
(4)
(5)
1
(2)
(5)
(3)
9
(4)
(1)
2
(4)
(7)
(4)
10
4
(3)
(2)
(7)
(15)
(10)
1
(6)
(10)
Financial statements
Governance
Markets:
Europe
KEY HIGHLIGHTS
In Western Europe net sales were
up 1%:
Strategic report
AFRICA
Nigeria
East Africa
Africa Regional
Markets
(%)
(%)
Spirits
Beer
South Africa
Other
Key financials
Net sales
Marketing spend
Operating profit before
exceptional items
Exceptional items
Operating profit
2014
Reported
(restated)(i)
million
Wine
RTDs
Exchange
million
Other
Value
Standard
Premium
Super premium
Ultra premium
Acquisitions
and
disposals
million
Organic
movement
million
2015
Reported
million
Reported
movement
%
1,430
152
(100)
(10)
85
5
1,415
147
(1)
(3)
340
(23)
317
(52)
29
318
(7)
311
(6)
(2)
(i) Restated following the change in the internal reporting structure to reflect changes made to management
responsibilities. See page 50 for further details.
Organic volume
movement(i)
%
(1)
Nigeria
East Africa
Africa Regional Markets
South Africa
13
7
14
(2)
6
9
15
(7)
(3)
6
1
(12)
Spirits(ii)
Beer
Ready to drink
17
4
(34)
13
8
(28)
7
(1)
(33)
(5)
3
22
(6)
(8)
(11)
(40)
(7)
7
22
3
(5)
(16)
(46)
(15)
2
16
1
(17)
(20)
(50)
Financial statements
Governance
Markets:
Africa
KEY HIGHLIGHTS
Nigeria delivered double digit volume
growth driven primarily by the national
rollout of Orijin, while net sales grew 6%.
The weak consumer environment led to
a move to value lager which resulted in
a strong performance of Satzenbrau and
a weak performance of Harp. Similarly net
sales of Guinness declined although the
brands performance improved in the
second half and volume share stabilised.
Spirits net sales were up 19% as inventory
reductions on Johnnie Walker and Baileys
were offset by the strong performance of
local mainstream spirits.
Strategic report
LATIN
AMERICA
AND
CARIBBEAN
Paraguay,
Uruguay and Brazil
Venezuela
Colombia
(%)
(%)
Spirits
Beer
Mexico
West LAC
Other
Wine
RTDs
Key financials
2014
Reported
million
Net sales
Marketing spend
Operating profit before
exceptional items
Exceptional items
Operating profit
Exchange
million
Other
Acquisitions
and
disposals
million
Value
Standard
Premium
Organic
movement
million
Super premium
Ultra premium
2015
Reported
million
Reported
movement
%
1,144
203
(123)
(22)
23
3
(11)
10
1,033
194
(10)
(4)
328
(14)
314
(60)
(7)
263
(5)
258
(20)
Route to market
We sell our products through a combination
of our own subsidiary companies and third
party distributors. In Brazil, sales are primarily
made directly to international retailers and
distributors. In addition to Diageo Brazil,
Diageo owns 100% of Ypica,
a leading cachaa producer and distributor.
In Uruguay, Diageo manages distribution
both directly and through distributors.
All products in Venezuela are sold
through dedicated third party distributors.
In Colombia we sell directly to major grocers,
serving all other accounts and channels
through distributors.
In Mexico our brands are sold directly
by Diageo, either through direct sales to
international accounts or through
wholesalers and distributors.
In selected markets in West LAC, we sell
directly to consumers, while in key markets,
such as Costa Rica and the Dominican
Republic, we use exclusive distributors. In
Jamaica, we own a 58% controlling interest
in Desnoes & Geddes Limited, the Jamaican
brewer of Red Stripe lager.
In Argentina, we sell directly to major
grocers, and other businesses are managed
through a combination of wholesalers and
distributors outside of major grocers, to
whom we sell directly.
Supply operations
The majority of brands sold in the region are
manufactured in our International Supply
Centre in Europe. However in recent years
we have acquired a number of local
(18)
Spirits(ii)
Beer
Wine
Ready to drink
Global giants and local stars(ii):
Johnnie Walker
Smirnoff
Baileys
Buchanans
Old Parr
Ypica
Black & White
(i) Organic equals reported movement for volume.
(ii) Spirits brands excluding ready to drink.
(7)
(1)
(10)
(8)
(38)
10
14
(5)
(2)
41
10
13
(9)
(12)
(60)
(2)
19
(12)
(8)
5
1
(7)
(3)
17
17
9
(12)
11
(1)
(6)
(6)
(12)
(4)
(17)
(9)
(5)
17
(5)
5
8
(12)
(10)
(3)
27
(11)
(7)
(24)
(22)
(14)
6
PUB
Venezuela
Colombia
Mexico
West LAC
Organic volume
movement(i)
%
Financial statements
Markets:
Latin America and Caribbean
Governance
KEY HIGHLIGHTS
Net sales in Paraguay, Uruguay and
Brazil (PUB) declined 2% as currency
weakness and a slower Brazilian economy
Strategic report
ASIA
PACIFIC
(%)
(%)
Spirits
Beer
Wine
RTDs
Key financials
2014
Reported
million
Net sales
Marketing spend
Operating profit before
exceptional items
Exceptional items
Operating profit
Exchange
million
Other
Acquisitions
and
disposals
million
Value
Standard
Premium
Organic
movement
million
Super premium
Ultra premium
2015
Reported
million
Reported
movement
%
1,347
305
(22)
(1)
920
65
(32)
(25)
2,213
344
64
13
283
(276)
7
(13)
66
20
356
(193)
163
26
2,229
Organic volume
movement(i)
%
(2)
64
(24)
3
5
5
1
1
(28)
15
3
4
2
1
(28)
17
1,732
3
(5)
(1)
Spirits(ii)
Beer
Ready to drink
(3)
(13)
(2)
(3)
(12)
1
83
(16)
(5)
(10)
(3)
(13)
(4)
(10)
(5)
275
(14)
(7)
(12)
11
(13)
(10)
(7)
239
(14)
(9)
(16)
8
(16)
(8)
(13)
245
(i) Organic equals reported movement for volume except for Asia Pacific 622%, India 6347%, and spirits 710%,
reflecting the full consolidation of USL.
(ii) Spirits brands excluding ready to drink.
(3)
Financial statements
Markets:
Asia Pacific
Governance
KEY HIGHLIGHTS
In South East Asia, net sales declined
28% given an inventory level reduction in
specific wholesale channels, with Johnnie
Walker Red and Black Label most
impacted. Performance in these channels
was also impacted by transferring sales
from some Indian travel retail customers
Strategic report
CATEGORY
REVIEW
Volume
Scotch
Vodka
Net sales
North
American
whisk(e)y
Rum
Liqueurs
Gin
Tequila
Marketing spend
Beer
Wine
Ready
to drink
Organic volume
movement(i)
%
Spirits(ii)
Scotch
Vodka
North American whisk(e)y
Rum
Liqueurs
Gin
Tequila
Beer
Ready to drink
Wine
Total
(2)
(4)
10
(3)
(1)
4
10
3
(11)
(1)
(1)
(1)
(5)
1
12
(3)
(4)
5
14
4
(4)
(1)
10
(9)
1
15
(6)
(8)
3
38
(2)
(13)
(1)
5
(i) Organic equals reported movement for volume except for total 58%, spirits 72%, ready to drink (18)%, liqueurs (1)%,
and tequila 25%, largely reflecting the full consolidation of USL, the acquisition of Don Julio and the termination of
agency brand distribution agreements, including Jose Cuervo.
(ii) Spirits brands excluding ready to drink.
Organic volume
movement(i)
%
Global giants
Johnnie Walker
Smirnoff
Captain Morgan
Baileys
Tanqueray
Guinness
Local stars
Crown Royal
Yen Raki
JB
Buchanans
Windsor
Old Parr
Bundaberg
Bells
White Horse
Ypica
Cacique
Shui Jing Fang
Reserve
Scotch malts
Croc
Ketel One vodka
Don Julio
Bulleit
(6)
(1)
(4)
(4)
6
(2)
(9)
(2)
(6)
(4)
5
(12)
(3)
(7)
(8)
5
(5)
13
(4)
(2)
(9)
(10)
(13)
(5)
(3)
(5)
(5)
(37)
268
12
4
(4)
(3)
(10)
(14)
(7)
(5)
(7)
(3)
3
235
15
(6)
(9)
(12)
(8)
(24)
(13)
(14)
(26)
(14)
(32)
241
11
6
(3)
8
34
16
6
(2)
12
38
12
9
1
43
42
(i) Organic equals reported movement for volume, except for Don Julio where reported volume growth is 98%.
(1) Spirits brands excluding ready to drink.
Financial statements
Governance
Strategic report
SUSTAINABILITY &
RESPONSIBILITY
REVIEW
298
(i)
Industry
complaints
upheld
Complaints
upheld about
Diageo brands
5
1
4
35
2
0
0
1
1
0
REDUCING ALCOHOL-RELATED
HARM: DRINK RIGHT, JAMAICA
Financial statements
Governance
Strategic report
LEADERSHIP IN ALCOHOL
IN SOCIETY
REDUCING OUR
ENVIRONMENTAL IMPACT
PERFORMANCE AGAINST 2015 TARGETS(i)
Improve water efficiency by 30%
10.4%
(vs 2014)
30.2%
(vs 2007)
33.4%
(vs 2014)
45.3%
(vs 2007)
16.3%
(vs 2014)
3.1%
(vs 2007)
8.7%
(vs 2014)
33.3%
(vs 2007)
48.5%
(vs 2014)
85.4%
(vs 2007)
1%
(vs 2014)
7%
(vs 2009)
1.5%
(vs 2014)
39%
(vs 2009)
0.01%
(vs 2014)
98.6%
(vs 2009)
2013
2014
6.7
7.9
9.6
21.9
7.0
8.6
6.5
6.7
6.4
21.0
6.7
7.1
5.3
7.0
5.9
20.6
5.7
6.7
2007
2013
2014
248
22,927
9,985
565
46
1
33,772
32,947
12
33,842
6,068
11
482
1
40,416
40,161
15
35,851
2,722
10
482
1
39,081
38,848
2015
5.1
6.7
5.5
6.9
5.7
6.0(iv)
2015
13
31,543
639
33
489
1
32,718
32,493
(i) 2007 baseline data and data for each of the intervening years in the period ended 30June 2014 have been restated
in accordance with Diageos environmental reporting methodologies.
(ii) In accordance with Diageos environmental reporting methodologies, total water used excludes irrigation
water for agricultural purposes on land under the operational control of the company.
(iii) Figures include USL.
(iv) As disclosed on page 12, Diageo total water efficiency by region excluding USL is also 6.0l/l.
Within KPMGs independent limited assurance scope. Please see page 143 for further details.
North America
Europe
Africa
Latin America and Caribbean
Asia Pacific
Corporate
Diageo (total)
Total under direct control
2007
Financial statements
North America
Europe
Africa
Latin America and Caribbean
Asia Pacific
Diageo (total)
Governance
Water stewardship
We recognise that we will only become one
of the best performing, most trusted and
respected companies in the world if we
responsibly manage all our material
environmental impacts, particularly water.
The acquisition of USL reinforces this, given
the increased number of water-stressed
sites we now manage in India (see map
on page 15).
This year we improved water use efficiency
by 10.4% and reduced absolute water
withdrawals by 2,876,000 cubic metres. In
water-stressed locations, we have reduced
water wasted by 33.4%. For example in Brazil,
investing in optimising water use at our
Paraipaba distillery significantly reduced total
water withdrawals in this acutely waterstressed location. At our breweries in Kaasi,
Ghana, and at our two sites in Nigeria, water
use per litre brewed has improved by 29% and
4% respectively, through improving water
management and new ways of working.
Water used for agricultural purposes on
land under Diageos operational control
extends to 622,150 cubic metres and is
reported separately from water used in our
direct operations. The majority of this irrigation
water is in respect of sugar cane.
We also aim to reduce the polluting power
of wastewater, measured in biochemical
oxygen demand (BOD) grams. Overall we
reduced BOD by 16.3% this year. Compared to
our 2007 baseline, BOD load has reduced by
3.1% and, while not meeting our 2015 target,
the multiple investments we have made in
wastewater treatment facilities, including in
Africa where we have reduced BOD by around
90%, are reducing the polluting power of
wastewater discharges. The application of
cutting edge technology at our bioenergy
plant at Cameronbridge Distillery in Scotland,
which accounts for approximately 60% of our
total BOD, has proven challenging, although
compared to the previous year it did reduce
BOD load by 16.6%. We will continue to invest
to develop and refine the technology and
we remain confident that it will deliver the
multiple environmental benefits anticipated.
Strategic report
Environmental performance
This year saw a period of particular growth
through acquiring control of United Spirits
Limited (USL) in India, which significantly
expanded our operational footprint in India
and increased our volume of production
globally. The environmental data reported
in this section includes USL, with the
exception of packaging. The water efficiency
and carbon emissions performance reported
on pages 12 and 13 exclude USL.
Carbon emissions
We use the World Resources Institute/
World Business Council for Sustainable
Development Greenhouse Gas Protocol as a
basis for reporting our carbon emissions, and
we include all facilities over which we have
operational control for the full fiscal year.
This year Diageos carbon emissions (CO2e)
were reduced by 8.7% in absolute terms, or
68,400 tonnes (market/net), compared to the
prior year. Since 2007 we have reduced
absolute tonnes of CO2e by 33%. This falls short
of our 50% target, largely as a result of the
expansion of the business through acquisition
and volume growth, particularly in distilling
which is an energy-intensive process with
consequent increases in carbon emissions.
The reductions we have made represent the
sum of several large investments, many small
improvements, increases in green energy
sourcing, and the application of new
technology. We remain committed to the goal
of a 50% reduction in carbon emissions, while
also extending our ambitions to reduce our
total supply chain emissions by 30%, both of
which are included in our 2020 targets.
Diageos total direct and indirect carbon
emissions (location/gross) for this year were
909,000 tonnes (direct emissions 704,000
tonnes and indirect emissions 205,000 tonnes).
In 2014, total direct and indirect carbon
emissions (location/gross) were 982,000
tonnes (direct emissions 761,000 tonnes
and indirect emissions 221,000 tonnes).
The intensity ratio for this year was 236 grams
per litre packaged (2014 254 grams per litre
packaged).
This year, approximately 58.5% of electricity
at our production sites came from low-carbon
sources such as wind, hydro and nuclear
(2014 56.1%). This includes, at some sites,
generating our own electricity from renewable
sources, including solar, biomass and biogas.
Direct and indirect carbon emissions
by weight (1,000 tonnes CO2e)(i), (ii), (iii)
market/net based
Indirect
887
196
2007
730
110
2013
710
81
2014
Direct
651
71
2015
2007
2013
2014
North America
Europe
Africa
Latin America and Caribbean
Asia Pacific
Corporate
Diageo (total)
217
405
251
34
151
25
1,083
50
359
244
20
149
18
840
56
355
215
22
129
14
791
2015
54
331
224
20
79
14
722(iv),
(i) CO2e figures (market/net) are calculated using the WRI/WBCSD GHG Protocol guidance available at the beginning
of our financial year, the kWh/CO2e conversion factor provided by energy suppliers, the relevant factors to the
country of operation, or the International Energy Agency, as applicable.
(ii) 2007 baseline data, and data for each of the intervening years in the period ended 30 June 2014, have been
restated in accordance with the WRI/WBCSD GHG Protocol and Diageos environmental reporting methodologies.
(iii) Figures include USL.
(iv) As disclosed on page 13, Diageo total carbon emissions excluding USL are 652,000 tonnes CO2e.
Within KPMGs independent limited assurance scope. Please see page 143 for further details.
2007
2013
2014
40,828
22,464
33,492
4,930
8,268
1,140
111,122
538
8,322
12,172
919
15,625
847
38,423
246
6,525
9,685
870
13,765
453
31,544
2015
197
7,207
4,474
724
2,978
692
16,272
(i) 2007 baseline data and data for each of the intervening years in the period ended 30 June 2014 have been restated
in accordance with Diageos environmental reporting methodologies.
(ii) Figures include USL.
Within KPMGs independent limited assurance scope. Please see page 143 for further details.
600,000
7,417
115,091
7%
9%
33%
10%
29%
17%
22%
22%
23%
28%
Community
aspects of
responsible
drinking
projects(ii)
Brand-led, local
community
spend and social
enterprise(iii)
Learning for Life
Plan W
Water of Life
(i) This excludes our legacy commitment to the Thalidomide Trust and the Thalidomide Foundation Ltd of 9.8 million
which in prior years we included as part of our community investment data.
(ii) This is a sub-section of the total responsible drinking budget.
(iii) Category includes cause-related brand campaigns, local market giving and disaster relief.
Financial statements
A history of engagement
Contributing to the communities and
societies we are part of is nothing new to
Diageo our history is rich with examples
of community action dating back to Arthur
Guinnesss work with Dublins poor in the
19th century, and we have always valued and
rewarded our people and the agricultural
supply chains that we rely on and support.
In recent years, however, we have
increasingly looked at the potential for
shared value across our entire value chain.
We set targets for ourselves in the fields
of community empowerment, employee
engagement and diversity, and local
sourcing, while looking to develop these
further into an integrated whole.
Community empowerment
Governance
Strategic report
BUILDING THRIVING
COMMUNITIES
75%
26%
10%
(since 2014)
2012
2013
5.06
5.29
1.48
3.42
1.41
3.73
4.15
2.41
1.82
1.44
0.0
2.14
1.64
2.12
2.55
10.88
1.26
2.97
2014
2015
0.84
2.08
0.56
4.7
1.62
1.66(ii)
1.83
2.51
1.20
0.66
1.21
1.66
(i) Number of accidents per 1,000 employees and directly supervised contractors resulting in time lost from work
of one calendar day or more.
(ii) Updated to include Gleneagles Hotel and one additional LTA in North America which occurred at the end of the
2014 financial year but was not previously reported.
Within KPMGs independent limited assurance scope. Please see page 143 for further details.
Fatalities
Diageo (total)
2012
2013
2014
2015
106.6
66.0
49.7
89.4
2011
2012
2013
2014
2015
Men
Women
Total
1,958
6,713
4,366
1,834
8,808
23,679
1,303
4,285
1,132
1,115
1,848
9,683
3,261
10,998
5,498
2,949
10,656
33,362
Men
Women
Total
543
3,938
19,198
23,679
191
1,719
7,773
9,683
734
5,657
26,971
33,362
Men
Women
Total
% of regional
headcount
229
846
631
375
597
2,678
62.3
161
683
226
265
283
1,618
37.7
390
1,529
857
640
880
4,296
12.0
13.9
15.6
21.7
8.3
12.9
Men
Women
Total
% of regional
headcount
239
848
409
411
801
2,708
66.3
190
604
109
198
277
1,378
33.7
429
1,452
518
609
1,078
4,086
13.2
13.2
9.4
20.7
10.1
12.2
(i) Employees have been allocated to the region in which they reside.
(ii) Top leadership positions in Diageo, excluding Executive Committee.
(iii) All Diageo employees (non-senior managers), with one or more direct reports.
(iv) All Diageo employees (non-senior managers) who have no direct reports.
North America
Europe
Africa
Latin America and Caribbean
Asia Pacific
Diageo (total)
Percentage of total leavers
2011
158.8
Financial statements
Human rights
In our workplaces and the communities in
which we operate, we believe a serious
commitment to respecting human rights
is fundamental. We recognise that we are
responsible for the impact of our operations
on our employees, on workers in our supply
chain, on consumers of our products, and on
the communities in which we operate. Our
policies and guidelines, including our Human
Rights Policy, outline our approach to human
rights, and we will continue to demonstrate
our commitment through our actions.
We are a signatory to the UN Global
Compact and the UN Womens
Empowerment Principles and, as part of our
2020 targets, we have committed to acting
in accordance with the UN Guiding Principles
on Business and Human Rights.
2011
North America
Europe
Africa
Latin America and Caribbean
Asia Pacific
Diageo (total)
Governance
Diversity
Our diversity and inclusion practices are a
key competitive advantage to our business.
We aim to inspire, support and empower
women to take on greater leadership roles
across the world. Currently, five of our
11 Board members are women, representing
45% of the directors.
We are committed to a diverse leadership
and the promotion of local leaders. Currently,
six of the 15 members of the Executive
Committee are women, representing 40%
of the committee; 26% of our senior
management positions are held by women;
and our 21 managing directors represent
16 different nationalities.
Lost-time accident
frequency rate per 1,000
full-time employees(i)
Strategic report
19%
70%
1% 1%
4%
1%
36%
6%
Total volume
1.7 million tonnes
11%
12%
Barley
Maize
Wheat
22%
Grapes(i)
Sugar
Molasses
Sorghum
Dairy
Rye
Other (including
raisins, cassava, hops,
aniseed, rice and
sticky rice)
2% 1% 1%
1%
87%
Total tonnage =
1.1 million tonnes
Glass
Corrugate
Cartons
Cans
PET
Labels and sleeves
Crowns
Closures
100%
(100% in 2014)
109
831(i)
703(ii)
440
324
2014
Reported
Substantiated
2015
(i) Reported through SpeakUp 299.
(ii)Reported through SpeakUp 289.
Risk management
Our risk management global standard
requires all markets and functions to perform
risk assessments at least annually to consider
risks concerning human rights, bribery and
corruption, anti-money laundering, and all
other relevant laws and regulations, as well as
our own Code, policies and standards, and to
ensure that mitigation plans for their most
significant risks have been established.
Financial statements
Governance
Strategic report
DEFINITIONS AND
RECONCILIATIONS
OF NON-GAAP
MEASURES TO
GAAP MEASURES
Volume
Volume is a non-GAAP measure that is
measured on an equivalent units basis to
nine-litre cases of spirits. An equivalent unit
represents one nine-litre case of spirits,
which is approximately 272 servings. A
serving comprises 33ml of spirits, 165ml
of wine, or 330ml of ready to drink or beer.
Therefore, to convert volume of products
other than spirits to equivalent units, the
following guide has been used: beer in
hectolitres, divide by 0.9; wine in nine-litre
cases, divide by five; ready to drink in
nine-litre cases, divide by ten; and certain
pre-mixed products that are classified as
ready to drink in nine-litre cases, divide
by five.
Organic movements
In the discussion of the performance of the
business, 'organic' information is presented
using pounds sterling amounts on a
constant currency basis, excluding the
impact of exceptional items and acquisitions
and disposals. Organic measures enable
users to focus on the performance of the
business which is common to both years and
which represents those measures that local
managers are most directly able to influence.
.
49.3
(0.9)
48.4
0.3
(1.4)
47.3
(3)
Europe
million
44.6
(0.7)
43.9
0.4
(0.2)
44.1
Africa
million
24.4
24.4
1.8
26.2
7
Latin America
and Caribbean
million
23.0
23.0
0.3
(1.7)
21.6
(7)
Asia Pacific
million
14.8
14.8
92.7
(0.5)
107.0
(3)
Corporate
million
n/a
Total
million
156.1
(1.6)
154.5
93.7
(2.0)
246.2
(1)
Europe
million
Africa
million
Latin America
and Caribbean
million
Asia Pacific
million
Corporate
million
Total
million
4,935
(307)
(63)
4,565
45
73
4,683
2
1,846
(123)
(1)
1,722
146
1,868
8
1,404
(152)
(1)
1,251
29
17
1,297
1
1,801
(39)
(2)
1,760
2,358
11
4,129
1
79
(3)
(45)
31
48
1
80
3
13,980
(509)
(187)
13,284
2,508
174
15,966
1
Net sales
2014 reported (restated)
Exchange(i)
Disposals(ii)
2014 adjusted
Acquisitions and disposals(ii)
Organic movement
2015 reported
Organic movement %
3,444
97
(62)
3,479
25
(49)
3,455
(1)
2,814
(186)
(44)
2,584
31
2
2,617
1,430
(100)
(1)
1,329
1
85
1,415
6
1,144
(123)
(1)
1,020
24
(11)
1,033
(1)
1,347
(22)
(2)
1,323
922
(32)
2,213
(2)
79
(3)
(45)
31
48
1
80
3
10,258
(337)
(155)
9,766
1,051
(4)
10,813
Marketing
2014 reported (restated)
Exchange(i)
Disposals(ii)
2014 adjusted
Acquisitions and disposals(ii)
Organic movement
2015 reported
Organic movement %
540
16
(4)
552
11
(21)
542
(4)
413
(30)
(5)
378
4
6
388
2
152
(10)
142
5
147
4
203
(22)
181
3
10
194
6
305
(1)
304
65
(25)
344
(8)
(3)
4
3
7
14
175
1,620
(47)
(12)
1,561
86
(18)
1,629
(1)
1,460
27
(2)
1,485
(37)
1,448
(2)
853
(67)
(15)
771
13
20
804
3
340
(52)
288
1
29
318
10
328
(60)
(1)
267
3
(7)
263
(3)
283
(13)
18
288
48
20
356
7
(130)
4
2
(124)
4
(3)
(123)
(2)
3,134
(161)
2
2,975
69
22
3,066
1
42.2%
42.7%
(47)
30.6%
29.8%
75
22.4%
21.7%
75
25.8%
26.2%
(41)
23.9%
21.8%
209
n/a
n/a
n/a
30.7%
30.5%
24
(1) For the reconciliation of sales to net sales and operating profit before exceptional items to operating profit see pages 24 and 96.
(2) Percentages and margin improvement are calculated on rounded figures.
(3) For the further details of the restatement please see page 50.
Financial statements
3,915
115
(75)
3,955
28
(74)
3,909
(2)
Governance
Sales
2014 reported (restated)
Exchange(i)
Disposals(ii)
2014 adjusted
Acquisitions and disposals(ii)
Organic movement
2015 reported
Organic movement %
Strategic report
North
America
million
Volume
equ.unitsmillion
Sales
million
Net sales
million
Marketing
million
Operating
profit
million
12
12
24
(0.7)
(0.8)
(54)
(79)
(45)
(44)
(60)
(45)
(10)
(2)
9
(28)
(2)
(0.1)
(1.6)
(9)
(187)
(6)
(155)
(12)
(1)
(22)
(1.6)
(187)
(155)
(12)
92.7
0.3
93.0
2,356
5
28
2,389
921
5
23
949
65
8
3
76
53
(8)
6
(1)
(7)
43
0.7
0.7
66
48
5
119
50
48
4
102
8
2
10
22
4
26
93.7
2,508
1,051
86
69
49.3
33.0
36.0
23.0
14.8
156.1
As reported
million
Sales
North America
Europe
Western Europe
Africa
Africa, Eastern Europe and Turkey
Latin America and Caribbean
Asia Pacific
Corporate
3,915
3,644
3,137
1,404
1,801
79
13,980
Reclass
million
44.6
(33.0)
24.4
(36.0)
Reclass
million
4,935
(3,644)
1,846
(3,137)
Restated
million
49.3
44.6
24.4
23.0
14.8
156.1
Restated
million
3,915
4,935
1,846
1,404
1,801
79
13,980
Net sales
North America
Europe
Western Europe
Africa
Africa, Eastern Europe and Turkey
Latin America and Caribbean
Asia Pacific
Corporate
3,444
2,169
2,075
1,144
1,347
79
10,258
As reported
million
540
323
242
203
305
7
1,620
As reported
million
1,460
639
554
328
283
(130)
3,134
Reclass
million
413
(323)
152
(242)
Reclass
million
853
(639)
340
(554)
3,444
2,814
1,430
1,144
1,347
79
10,258
Restated
million
540
413
152
203
305
7
1,620
Restated
million
1,460
853
340
328
283
(130)
3,134
Financial statements
2,814
(2,169)
1,430
(2,075)
Restated
million
Governance
Marketing
North America
Europe
Western Europe
Africa
Africa, Eastern Europe and Turkey
Latin America and Caribbean
Asia Pacific
Corporate
Reclass
million
Strategic report
As reported
million
2015
million
2014
million
2,381
2,248
268
(373)
(51)
2,225
261
(140)
(58)
83
2,394
2,505
2,506
88.8
95.5
2015
million
2014
million
2,551
52
(638)
1,790
80
(642)
(2)
1,963
7
1,235
2015
million
2014
(restated)(i)
million
Operating profit
Exceptional operating items
Profit for the year attributable to non-controlling interests
Share of after tax results of associates and joint ventures
Tax at the tax rate before exceptional items of 18.3% (2014 18.2%)
2,797
269
(87)
175
(577)
2,577
2,707
427
(58)
252
(606)
2,722
8,910
(1,240)
9,682
1,604
1,562
493
21,011
12.3%
8,300
(924)
8,783
1,498
1,562
114
19,333
14.1%
(i) The group has revised the calculation of ROIC by excluding the net assets and net profit attributable to
non-controlling interests. Before this adjustment, in the year ended 30 June 2014 the ROIC was reported as 13.7%.
(ii) For the years ended 30 June 2014 and 30 June 2015 average net assets were adjusted for the inclusion of USL as
though it was owned throughout the year as it became an associate on 4 July 2013 and a subsidiary on 2 July 2014.
Other definitions
Volume share is a brands retail volume
expressed as a percentage of the retail
volume of all brands in its segment.
Valueshare is a brands retail sales
expressed as a percentage of the retail sales
of all brands in its segment. Unless otherwise
stated, share refers to value share.
Price/mix is the number of percentage
points by which the organic movement in
net sales exceeds the organic movement
involume. The difference arises because
ofchanges in the composition of sales
between higher and lower priced variants/
markets or as price changes are
implemented.
2015
million
2014
million
517
(51)
466
546
(99)
447
2,829
373
(269)
2,933
2,998
140
(427)
2,711
18.3%
15.9%
18.2%
16.5%
Financial statements
Additional information for shareholders
Governance
Strategic report
BOARD OF DIRECTORS
AND COMPANY SECRETARY
DR FRANZ B HUMER (69)
Chairman, Non-Executive
Director 3*
Nationality: Swiss/Austrian
Appointed Chairman July
2008 (Appointed NonExecutive Director April 2005)
Current external appointments: Non-Executive
Director, CitiGroup Inc. and Chugai Pharmaceutical
Co., Ltd
Previous relevant experience: Chairman, INSEAD
Board of Directors; Chairman, F. Hoffman-La Roche
Ltd; Chief Operating Director, Glaxo Holdings plc
IVAN MENEZES (56)
Chief Executive, Executive
Director 2*
Nationality: American/British
Appointed Chief Executive
July 2013 (Appointed
Executive Director July 2012)
Current external appointments: Member of the
Council, Scotch Whisky Association; Non-Executive
Director, Coach Inc; Member of the Global Advisory
Board, Kellogg School of Management, Northwestern
University
Previous Diageo roles: Chief Operating Officer;
President, North America; Chairman, Diageo Asia
Pacific; Chairman, Diageo Latin America and
Caribbean; senior management positions, Guinness
and then Diageo
Previous relevant experience: marketing and strategy
roles, Nestl, Booz Allen Hamilton Inc. and Whirlpool
DEIRDRE MAHLAN (53)
Chief Financial Officer,
Executive Director 2
Nationality: American
Appointed Chief Financial
Officer and Executive Director
October 2010. She will
become the next President, Diageo North America
Current external appointments: Non-Executive
Director, Experian plc; Member, Main Committee of
the 100 Group of Finance Directors
Previous Diageo roles: Deputy Chief Financial
Officer; Head of Tax and Treasury
Previous relevant experience: senior finance
positions, Joseph E. Seagram & Sons, Inc.; Senior
manager, PricewaterhouseCoopers
LORD DAVIES OF ABERSOCH (62)
Senior Non-Executive
Director 1,3,4*
Nationality: British
Appointed Senior NonExecutive Director and
Chairman of the Remuneration
Committee October 2011 (Appointed Non-Executive
Director September 2010)
Current external appointments: Partner and
Chairman, Corsair Capital LLC; Chairman, Jack Wills,
Chime Communications PLC; Chair of Trustees,
RoyalAcademy of Arts; Vice Chairman, LetterOne
HoldingsS.A
Previous relevant experience: Minister for Trade,
Investment and Small Business for the UK
Government; Group Chief Executive, Standard
Chartered PLC
Strategic report
EXECUTIVE
COMMITTEE
JOHN KENNEDY (50)
President, Diageo Europe,
Russia and Turkey
Nationality: American
Financial statements
Governance
CORPORATE
GOVERNANCE
REPORT
Letter from the Chairman of the Board of Directors and the Company Secretary
Dear Shareholder
On behalf of the Board, we are pleased to present the corporate governance report for the year ended 30 June 2015.
The purpose of this report is to explain how Diageo is directed and controlled by your Board and to summarise the corporate governance
activity that has taken place during the year.
In addition to its overall responsibility for corporate governance, the Boards duties include setting the companys strategy and values and
overseeing and supporting management in their day to day running of the business. We continue to believe that your Board demonstrates
the appropriate behaviours and has the diversity, skills, independence and knowledge of the business to enable it to successfully discharge
itsduties.
The principal corporate governance rules applying to Diageo (as aUK company listed on the London Stock Exchange (LSE)) for the year
ended 30 June 2015 are contained in The UK Corporate Governance Code as updated and published by the Financial Reporting Council (FRC)
in September 2012 (the Code) and the UK Financial Conduct Authority (FCA) Listing Rules, which require us to describe, in our Annual Report,
our corporate governance from two points of view: the first dealing generally with our application of the Codes main principles and the
second dealing specifically with non-compliance with any of the Codes provisions. The two descriptions together are designed to give
shareholders apicture of governance arrangements in relation to the Code as acriterion of good practice.
Throughout the year, Diageo has complied with all relevant provisions set out in the Code, which is publicly available under the heading
Corporate Governance at the website of the FRC, www.frc.org.uk.
Diageo must also comply with corporate governance rules contained in the FCA Disclosure and Transparency Rules as well as certain
related provisions in the Companies Act 2006 (the Act).
As well as being subject to UK legislation and practice, as acompany listed on the New York Stock Exchange (NYSE), Diageo is subject to
the listing requirements of the NYSE and the rules of the Securities and Exchange Commission (SEC). Compliance with the provisions of the US
Sarbanes-Oxley Act of 2002 (SOX), as it applies to foreign private issuers, is continually monitored. As Diageo follows UK corporate governance
practice, differences from the NYSE corporate governance standards are summarised in Diageos 20-F filing and on our website at
www.diageo.com/en-row/ourbusiness/aboutus/corporategovernance.
Dr Franz B Humer
Chairman
Paul D Tunnacliffe
Company Secretary
Nomination Committee
Role of the Nomination Committee
The Nomination Committee is responsible for keeping under review
the composition of the Board and succession to it, and succession
planning for senior leadership positions. It makes recommendations
to the Board concerning appointments to the Board.
Any new Directors are appointed by the Board and, in accordance
with the companys articles of association, they must be elected at
the next AGM to continue in office. All existing Directors retire by
rotation every year.
Financial statements
Governance
Performance evaluation
As reported last year, an externally facilitated evaluation of the
Boardseffectiveness, including the effectiveness of the Audit, the
Remuneration and the Nomination Committees, continued into the
subsequent financial year. The external facilitator, Wickland Westcott,
has no other connection with the company.
A report was prepared and presented, with the conclusion that
the Board and its Committees continued to operate effectively,
meeting the requirements and spirit of the Code. The climate within
the Board, its capability and the diversity of Board members, were
seen as significant factors which contributed to the Boards
effectiveness during the year.
There were, nevertheless, areas identified as being of aparticular
focus: the relationship between the Board and the new executive
team, with an aim for the Board to continue to support and mentor
the team; ensuring sufficient time was allocated to undertake
scenario planning, to generate insight and advantage; the
understanding of and the deepening of the Boards relationships
with the Companys shareholders; and on emerging market volatility,
particularly the markets where there is the potential of significant
external volatility or risks.
Without being complacent, the Board was considered to be in
good shape to deal with these and support management in its
aspirations to deliver the Performance Ambition.
A similar, internal, exercise building on this evaluation and covering
the evaluation of the Board and its Committees started during the
year and has continued into the subsequent financial year. Areport
will be prepared for the Board for consideration at its next meeting.
The results of the evaluation will be reported in next years report.
The Chairman has confirmed that the Non-Executive Directors
standing for re-election at this years AGM continue to perform
effectively, both individually and collectively as aBoard, and that each
demonstrate commitment to their roles. The senior Non-Executive
Director led aperformance evaluation of the Chairman. Feedback
was discussed in ameeting with the Executive and Non-Executive
Directors and then privately with the Chairman.
It is the Boards intention to continue to review annually its
performance and that of its committees and individual directors.
Strategic report
BOARD OF DIRECTORS
Diversity
Diageo supports diversity within its Board of Directors, including
gender diversity. Further information is given in the section of this
Annual Report on sustainability & responsibility, our people.
Remuneration Committee
Role of the Remuneration Committee
The role of the Remuneration Committee and details of how the
company applies the principles of the Code in respect of Directors
remuneration are set out in the directors remuneration report.
The Chairman and the Chief Executive may, by invitation, attend
Remuneration Committee meetings, except when their own
remuneration is discussed. No Director is involved in determining his
or her own remuneration.
EXECUTIVE DIRECTION
ANDCONTROL
Executive Committee
The Executive Committee, appointed and chaired by the Chief
Executive, supports him in discharging his responsibility for
implementing the strategy agreed by the Board and for managing
the company and the group.
It consists of the individuals responsible for the key components
of the business: North America, Europe, Africa, Latin America and
Caribbean, Asia Pacific, International Supply Centre and the
globalfunctions.
The Executive Committee focuses its time and agenda to align with
the Performance Ambition and how to achieve the performance
imperatives. Performance metrics have been developed to measure
progress and afurther designated focus is on the companys reputation.
In support, monthly performance delivery calls, involving the senior
leadership group, focus on progress against the six performance drivers.
To support the market visits made by the presidents in the ordinary
course of their business, asmall group led by the Chief Executive
makes regular market visits focused on the execution of strategy and
designed to assist in continuing the development of strategy and in
the delivery of performance against the Performance Ambition.
ommittees appointed by the Chief Executive and intended to have an
C
ongoing remit, including the Audit & Risk Committee, Finance Committee
and Filings Assurance Committee are shown (with their remits) at
www.diageo.com/en-row/ourbusiness/aboutus/corporategovernance.
Additional information
Internal control and risk management
An ongoing process has been established for identifying, evaluating
and managing risks faced by the group. This process, which complies
with the requirements of the Code, has been in place for the full
financial year and up to the date the financial statements were
approved and accords with the guidance issued by the Financial
Reporting Council in October 2005, Internal Control: Revised
Guidance for Directors on the Combined Code, also known as the
Turnbull guidance (as amended by the Flint review).
The Board acknowledges that it is responsible for the companys
systems of internal control and risk management and for reviewing their
effectiveness. The Board confirms that, through the activities of the
Audit Committee described below, it has reviewed the effectiveness
ofthe companys systems of internal control and risk management.
During the year, in line with the Code, the Board considered the
nature and extent of the risks it was willing to take to achieve its
strategic goals and reviewed the existing internal statement of risk
appetite (which was considered and recommended to the Board by
both the Audit & Risk Committee and the Audit Committee).
Both the Audit & Risk Committee and the Audit Committee regularly
review the strategy and operation of the compliance and ethics
programme through the year.
Further information is given in the section of this Annual Report
on sustainability & responsibility, governance & ethics.
Relations with shareholders
The Boards primary contact with institutional shareholders is through
the Chief Executive and Chief Financial Officer. The Chief Executive and
Chief Financial Officer are supported by the investor relations
department, who are in regular contact with institutional shareholders
and sell-side analysts. Amonthly investor relations report, including
coverage of the company by sell-side analysts, iscirculated to the Board.
The Board also ensures that all Directors develop an understanding
of the views of major institutional shareholders through an independent
survey of shareholder opinion. In addition, major shareholders are
invited to raise any company matters of interest to them at meetings
with the chairman and the chairman of the Remuneration Committee.
Reports on any meetings are made to the Board.
Private shareholders are invited to write to the chairman or any
other Director and express their views on any issues of concern at any
time and the AGM provides an opportunity for private shareholders
to put their questions in person.
Political donations
The group has not given any money for political purposes in the
United Kingdom and made no donations to EU political organisations
and incurred no EU political expenditure during the year. The group
made contributions to non-EU political parties totalling 0.5 million
during the year (2014 0.4 million).
These contributions were made, almost exclusively, to federal and
state candidates and committees in North America (consistent with
applicable laws), where it is common practice to make political
contributions. No particular political persuasion was supported and
contributions were made with the aim of promoting abetter
understanding of the group and its views on commercial matters,
aswell as agenerally improved business environment.
Responsibility statement
Each of the Directors, whose names are set out in the Board of
Directors and Executive Committee section of this Annual Report,
confirms that to the best of his or her knowledge:
the Annual Report for the year ended 30 June 2015, taken as
awhole, is fair, balanced and understandable, and provides the
information necessary for shareholders to assess the groups
performance, business model and strategy;
the consolidated financial statements contained in the Annual
Report for the year ended 30 June 2015, which have been
prepared in accordance with IFRS as issued by the IASB and as
adopted for use in the EU, give atrue and fair view of the assets,
liabilities, financial position and profit of the group; and
Governance
Strategic report
Going concern
The Directors confirm that, after making appropriate enquiries, they
have reasonable expectation that the group has adequate resources
to continue in operational existence for the foreseeable future.
Accordingly, they continue to adopt the going concern basis in
preparing the financial statements. Further information on going
concern is given in this Annual Report under note 1 Accounting
information and policies going concern.
Annual
General Meeting
2014
Board
(maximum 6)(iii)
Audit
Committee
(maximum 4)
Nomination
Committee
(maximum 3)
Remuneration
Committee
(maximum 6)
Dr Franz B Humer
6/6
4/4(i)
3/3
6/6(i)
Ivan Menezes
6/6
(ii)
2/2
3/3
6/6(ii)
Deirdre Mahlan
6/6
4/4(i)
n/a
1/1(ii)
Lord Davies
6/6
4/4
3/3
6/6
Peggy Bruzelius
5/6
3/4
3/3
5/6
Laurence Danon
6/6
4/4
3/3
6/6
Betsy Holden
6/6
4/4
3/3
6/6
(i)
6/6
4/4
3/3
5/6
4/5
3/3
1/2
4/5
Philip Scott
6/6
4/4
3/3
6/6
Alan Stewart
4/5
2/3
2/2
4/5
Ho KwonPing
Nicola Mendelsohn
Financial statements
Directors attendance record at the AGM, scheduled Board meetings and Board committee meetings, for the year ended 30 June 2015 was as
set out in the table below. For Board and Board committee meetings, attendance is expressed as the number of meetings attended out of the
number that each Director was eligible to attend.
REPORT OF THE
AUDIT COMMITTEE
Philip G Scott
Chairman of the Audit Committee
Financial statements
Governance
Financial statements
During the year, the Audit Committee met four times (and asubcommittee met twice) and reviewed the annual reports and
associated preliminary year end results announcement, focusing on
key areas of judgement and complexity, critical accounting policies,
provisioning and any changes required in these areas or policies. In
addition, the Audit Committee reviewed the interim results
announcement, which included the interim financial statements and
the companys interim management results and dealt with the
tender for the external audit.
The company has in place internal control and risk management
systems in relation to the companys financial reporting process and
the groups process for preparation of consolidated accounts.
Areview of the consolidated financial statements is completed by
management (through the work of its filings assurance committee
(FAC)) to ensure that the financial position and results of the group are
appropriately reflected therein. The Audit Committee reviewed the
work of the FAC and areport on the conclusions of the FAC process
was provided to the Audit Committee by the Chief Financial Officer.
Significant issues and judgements that were considered in respect
of the 2015 financial statements were as follows. These include the
matters relating to risks disclosed in the UK external auditors report.
Disclosure on the quality of the earnings and one off items
included in cash flow. The committee agreed that sufficient
disclosure was made in the financial statements.
Strategic report
REPORT OF THE
AUDITCOMMITTEE
Dear Shareholder
Governance
Strategic report
DIRECTORS
REMUNERATION
REPORT
As Chairman of the Remuneration Committee, I am pleased to present the Directors remuneration report for the year ended 30 June 2015.
This report complies with the UK executive remuneration reporting guidelines and contains:
The Directors remuneration policy, as approved by shareholders at the AGM in September 2014;
The annual remuneration report, describing how the remuneration policy has been put into practice over the year ended 30 June 2015;
There have been no changes to the Directors remuneration policy, as approved by shareholders at the 2014 AGM, and it is reproduced in
full for both ease of reference and to provide context to the decisions taken by the Committee during the year. The annual remuneration
report will be put forward for your consideration and approval by advisory vote at the AGM on 23 September 2015.
Consistent performance: The focus is on the delivery of performance in aconsistent and responsible way which also creates long term
value for our shareholders. Alignment between the interests of Executive Directors and shareholders remains akey principle, with
Executive Directors required to acquire and hold Diageo shares over the long term.
Performance-related compensation: Reward components offer abalanced mix of short and long term incentives conditional upon
achieving stretching performance targets. Performance measures such as organic net sales, organic operating margin, cash efficiency,
relative total shareholder return (TSR) and earnings per share (eps) growth are key drivers of growth for the business that are aligned
with the creation of shareholder value.
Financial statements
Competitive total remuneration: Reward levels are framed in the context of total remuneration packages paid by relevant global
comparators. In competition with similar global companies, the ability to recruit and retain the best talent from all over the world is
critical to Diageos continued business success.
Simplicity and transparency: The Committee seeks to embed simplicity and transparency in the design and delivery of executive
reward programmes. Performance targets clearly align with the companys short and long term goals.
Reviewing and assessing the ongoing appropriateness of the current remuneration policy, executive plan design and target stretch; and
Ensuring that remuneration arrangements continue to attract and retain the highest quality global talent with aclear link between
performance and reward.
The Committee undertook acomprehensive review of total remuneration for Executive Directors and Executive Committee members ahead
of the 2015 annual salary review, and, supported by Kepler Associates (a brand of Mercer), were satisfied that the shape and levels of our
remuneration practice are appropriately positioned against those of comparator companies of similar size and global scope.
During the year, the Committee also reviewed the Chairmans fee and, at the Chairmans request, recommended no increase, as was the
case at the last review in December 2013. As agreed with the Chairman, the next review is scheduled for December 2016, subject to the
Chairmans letter of appointment.
The Committee has also approved the extension of the clawback provisions that currently apply to Executive Directors for their annual
andlong term incentives to the other members of the Executive Committee, in addition to the existing malus provisions that apply to
everyone under the Diageo Long Term Incentive Plan.
DIRECTORS
REMUNERATION
REPORT CONTINUED
This section of the report sets out the policy for Executive Directors
remuneration, in accordance with section 439A of the Companies Act
2006. The policy was put to shareholders for approval in abinding
vote at the AGM in 2014, and formally came into effect from
18 September 2014, the date of the AGM. The report below is as
disclosed in the 2014 Directors remuneration report, with the
exception of the reference to the number of employees across
Diageo, and aminor addition to the DLTIP section of the policy table
to reflect the clarification note released following publication of the
2014 Directors remuneration report.
BASE SALARY
BENEFITS
Operation
Normally reviewed annually or following achange in
responsibilities with changes usually taking effect from
1October.
Opportunity
The benefits package is set at alevel which the Remuneration
Committee considers:
Provides an appropriate level of benefits depending on the
roleand individual circumstances; and
Is in line with comparable roles in companies of asimilar size
and complexity in the relevant market.
Additional information for shareholders
Opportunity
Salary increases will normally be in line with increases awarded to
other employees in relevant markets in which Diageo operates,
typically the United Kingdom and the United States, unless there is
achange in role or responsibility, or the need to align an Executive
Directors salary to market level over time (provided the increase is
merited by the individuals contribution and performance).
Financial statements
Operation
The provision of benefits depends on the country of residence
of the Executive Director and may include acompany car or car
allowance, the provision of acar and contracted car service or
equivalent, product allowance, life insurance, accidental death
& disability insurance, medical cover for the Executive Director
and family and financial counselling.
Governance
Strategic report
DIRECTORS
REMUNERATIONPOLICY
POST-RETIREMENT PROVISIONS
Operation
Provision of market competitive pension arrangements or
acash alternative based on apercentage of base salary.
Further detail on current pension provisions for Executive
Directors is disclosed in the annual report on remuneration.
Operation
An annual grant of performance shares and/or market price
share options which vest subject to aperformance test and
continued employment normally over aperiod of three years.
Opportunity
The maximum company pension contribution is 30% of base
salary for any new external appointments to an Executive
Director position.
Performance conditions
The vesting of awards is linked to arange of measures which
may include, but are not limited to:
agrowth measure (e.g. net sales, eps);
ameasure of efficiency (e.g. operating margin, operating
cash conversion, return on invested capital (ROIC)); and
ameasure of Diageos relative performance in relation
toitspeers (e.g. relative total shareholder return).
Measures that apply to performance shares and market price
options may differ, as is the case for current awards. Weightings
may vary year-on-year, subject to aminimum weighting of 25%
ofthe total award. Details of the measures, including targets for
the awards to be made in September 2015 are set out on page 75.
The Remuneration Committee has discretion to amend the
performance conditions in exceptional circumstances if it
considers it appropriate to do so, e.g. in cases of accounting
changes, M&A activities and disposals. Any such amendments
would be fully disclosed and explained in the following years
annual report on remuneration.
Opportunity
Limits for all-employee share plans are set by the tax authorities.
The company may choose to set its own lower limits.
Performance conditions
UK Freeshares: based on Diageo plc financial measures which
may include, but are not limited to, measures of revenue, profit
and cash.
Financial statements
Governance
Strategic report
SHAREHOLDING REQUIREMENT
Purpose and link to strategy
Ensures alignment between the interests of Executive Directors
and shareholders.
Operation
The minimum shareholding requirement is 300% of base salary
for the Chief Executive and 250% of base salary for any other
Executive Directors.
On Target
Maximum
17%
Thousands
2,000
24%
4,000
8,000
10,000
12,000
14,000
Deirdre Mahlan
Minimum
On Target
Maximum
17%
Thousands
1,000
24%
2,000
59%
3,000
4,000
5,000
Total 6,005
6,000
7,000
Annual incentive
7 May 2013
Deirdre Mahlan
1 July 2010
Notice period
The contracts provide for aperiod of six months notice by the Executive Director or 12 months notice by the
company. Apayment may be made in lieu of notice equivalent to 12 months base salary and the cost to the
company of providing contractual benefits (excluding incentive plans). The service contracts also provide for the
payment of outstanding pay and bonus, if Executive Directors are terminated following atakeover, or other
change of control of Diageo plc.
If, on the termination date, the Executive Director has exceeded his/her accrued holiday entitlement, the value
of such excess may be deducted by the company from any sums due to him/her, except to the extent that such
deduction would subject the Executive Director to additional tax under Section 409A of the Code (in the case of
Ivan Menezes). If the Executive Director on the termination date has accrued but untaken holiday entitlement, the
company will, at its discretion, either require the Executive Director to take such unused holiday during any notice
period or make apayment to him/her in lieu of it, provided always that if the employment is terminated for cause
then the Executive Director will not be entitled to any such payment. For these purposes, salary in respect of one
day of holiday entitlement will be calculated as 1/261 of salary.
Mitigation
The Remuneration Committee may exercise its discretion to require aproportion of the termination payment
tobe paid in instalments and, upon the Executive Director commencing new employment, to be subject to
mitigation except where termination is within 12 months of atakeover, or within such 12 months the Executive
Director leaves due to amaterial diminution in status, or (in the case of Deirdre Mahlan) is located permanently
outside the United Kingdom and Ireland.
Where the Executive Director leaves for reasons including retirement, death in service, disability, ill-health, injury,
redundancy, transfer out of the group and other circumstances at the Remuneration Committees discretion
(Good Leaver Reasons) during the financial year, they are usually entitled to an incentive payment pro-rated
forthe period of service during the performance period, which is typically payable at the usual payment date.
Wherethe Executive Director leaves for any other reason, no payment will be made.
The amount is subject to performance conditions being met and at the discretion of the Committee.
TheCommittee has discretion to determine an earlier payment date, for example on death in service.
When an Executive Director leaves for any reason other than Good Leaver Reasons, all unvested awards generally
lapse immediately. In cases where Good Leaver Reasons apply, awards vest on the original vesting date unless the
Remuneration Committee decides otherwise (for example in the case of death in service). The retention period for
vested awards continues for all leavers other than in cases of disability, ill health or death in service, unless the
Remuneration Committee decides otherwise.
The proportion of the award released depends on the extent to which the performance condition is met.
Thenumber of shares is reduced on apro-rata basis reflecting the length of time the Executive Director was
employed by the company during the performance period, unless the Committee decides otherwise (for example
in the case of death in service).
On atakeover or other corporate event, awards vest subject to the extent to which the performance conditions
are met and, unless the Committee decides otherwise, the awards are time pro-rated. Otherwise the Committee,
in agreement with the new company, may decide that awards should be swapped for awards over shares in the
new company; where awards are granted in the form of options then on vesting they are generally exercisable
for12 months (or six months for approved options).
Awards may be adjusted on avariation of share capital, demerger or other similar event.
The Remuneration Committee may amend the plans, except that any changes to the advantage of participants
require shareholder approval, unless the change relates to the administration, or taxation of the plan or
participants, or is needed to ensure that the plans operate effectively in another jurisdiction.
Details of existing awards are set out in the annual report on remuneration.
Repatriation
In cases where an Executive Director was recruited from outside the United Kingdom and has been relocated to
the United Kingdom as part of their appointment, the company will pay reasonable costs for the repatriation of
Good Leavers.
Ivan Menezes
Financial statements
Governance
Executive Director
Strategic report
Service contracts and policy on payment for loss of office (including takeover provisions)
Executive Directors have rolling service contracts, details of which are set out below. These are available for inspection at the companys
registered office.
Existing arrangements
The Remuneration Committee reserves the right to make
anyremuneration payments and payments for loss of office
notwithstanding that they are not in line with the policy set out
above where the terms of the payment were agreed (i) before the
policy or the relevant legislation came into effect or (ii) at atime when
the relevant individual was not aDirector of the company and,in the
opinion of the Committee, the payment was not in consideration for
the individual becoming aDirector of the company. For these
purposes payments includes the Committee satisfying awards of
variable remuneration and, in relation to an award over shares, the
terms of the payment which are agreed at the time the award is
granted (including awards under the PSP and SESOP). Details of
outstanding share awards are set out in the annual report on
remuneration. For the purposes of section 226D(6) of the Companies
Act, the effective date is the end of the financial year starting in 2014.
External appointments
Executive Directors may accept external appointments as
NonExecutive Directors of other companies and retain any related fees
paid to them, subject to the specific approval of the Board in each case.
CHAIRMAN OF THE BOARD AND NON-EXECUTIVE
DIRECTORS
Purpose and link to strategy
Supports the attraction, motivation and retention of world-class
talent and reflects the value of the individual, their skills and
experience, and performance.
Operation
Fees for the Chairman and Non-Executive Directors are
normally reviewed annually.
A proportion of the Chairmans annual fee is used for the
monthly purchase of Diageo ordinary shares, which have to be
retained until the Chairman retires from the company or ceases
to be aDirector.
Fees are reviewed in the light of market practice in the top 30
companies in the FTSE100 by market capitalisation (excluding
companies in the financial services sector) and anticipated
workload, tasks and potential liabilities.
The Chairman and Non-Executive Directors do not participate
in any of the companys incentive plans or receive pension
contributions or benefits.
The Chairman and the Non-Executive Directors are eligible to
receive aproduct allowance or cash equivalent at the same
level as the Executive Directors.
All Non-Executive Directors have letters of appointment.
Asummary of their terms and conditions of appointment is
available at www.diageo.com. The Chairman of the Board,
DrFranz B Humer, commenced his appointment on 1 July 2008.
Dr Humer had aletter of appointment for an initial five year term
from 1 July 2008 which has been extended to 30 June 2016. It is
terminable on six months notice by either party or, if terminated
by the company, by payment of six months fees in lieu of notice.
Opportunity
Fees for Non-Executive Directors are within the limits set by
theshareholders from time to time, currently an aggregate of
1,000,000, as approved by shareholders at the October 2005
AGM. This limit excludes the Chairmans fees.
Current fee levels are disclosed in the annual report
onremuneration.
Strategic report
Fixed pay
Salary
Deirdre Mahlan
2015
000
2015
000
2014
000
2014
000
2015
000
2014
000
968
$1,520
933
$1,520
727
706
(ii)
Benefits
155
$243
456
$744
34
40
Pension(iii)
458
$720
411
$670
275
258
1,581
$2,483
1,800
$2,934
1,036
1,004
535
$840
170
$277
428
130
1,451
$2,278
1,158
$1,887
872
1,120
$2
1,620
$2,640
35
1,406
1,452
$2,280
2,778
$4,527
907
2,526
3,568
$5,603
4,748
$7,738
2,375
3,664
(v)
Governance
Annual incentive
354
$555
2,583
$4,211
3,922
$6,158
7,331
$11,949
2,375
3,664
Financial statements
Additional information for shareholders
Notes
(i) The amounts shown in sterling are converted using the cumulative weighted average exchange rate for the respective financial year. For the year ended 30 June 2015 the
exchange rate was 1 = $1.57 and for the year ended 30 June 2014, the exchange rate was 1 = $1.63.
(ii) Benefits is the gross value of all benefits. Ivan Menezes relocated to the United Kingdom on 1 January 2014 and the taxable benefits include company-paid assistance, fees and
the tax gross-up on the benefit in respect of the sale of his home in the United States (96k), which completed in the year ended 30 June 2015. Other taxable benefits include
financial counselling (16k), medical insurance (16k), company car allowance (16k), contracted car service (4k), product allowance, flexible benefits allowance and life and
long term disability cover. Deirdre Mahlans benefits include company car allowance (16k), contracted car service (5k), financial counselling (7k), product allowance, medical
insurance and life cover.
(iii) Pension benefits earned during the year represent the increase in the pension fund balances over the year in the Diageo North America Inc. pension plans over and above the
increase due to inflation. As Ivan Menezes has been adeferred member of the UK Diageo Pension Scheme (DPS) since 31 January 2012, and receives standard statutory increases
to his deferred pension the UK pension amount that accrued over the two years in excess of inflation is nil.
(iv) Long term incentives represent the estimated gain delivered through options and performance shares where performance conditions have been met in the financial year.
For 2015, Value delivered through performance represents performance shares awarded in 2012 under the PSP due to be released in October 2015, calculated using the share
price at grant after applying the performance condition. This also includes the value of accrued dividend shares. Value delivered through share price growth is the estimated
additional value generated through share price growth for performance shares due to be released in October 2015. Though the outcome of the performance conditions is
known, the share price on the vesting date is estimated, using the average market value of Diageo shares between 1 April and 30 June 2015 (1851 pence for ordinary shares and
$113.74 for ADRs) for the purpose of this calculation. There is no gain on share options awarded in 2012 under the SESOP as the performance condition was not met. Long term
incentives for 2014 have been adjusted for the share price on 22 September 2014 (1817 pence for ordinary shares and $118.58 for ADRs). For further information on the SESOP and
PSP performance conditions and vesting outcomes please refer to the LTIPs awards vesting in the year ended 30 June 2015 section of the report on page 73.
(v) Other incentives include the face value of awards made under all-employee share plans. Awards do not have performance conditions attached.
(vi) Ivan Menezes retains interests in long term incentive awards that were granted to him in 2012, prior to joining the board under below-board plans (Discretionary Incentive Plan),
details of which are shown on page 74. The value of the part of the award based on performance for the year ended 30 June 2015 is shown in the table above and calculated on
the basis of the average market value of Diageo shares between 1 April and 30 June 2015 ($113.74). The value of the part of the award based on continuing employment for the
year ended 30 June 2015 is not included in the table above and amounts to 14,642 ADRs. For 2014, long term incentives refers to an award made in 2011 under the Discretionary
Incentive Plan, prior to joining the Board, and the value has been restated to account for the share price on 22 September 2014 (1817 pence for ordinary shares and $118.58 for
ADRs). Details of the performance conditions that applied to the 2011 award were disclosed in the 2014 Directors remuneration report.
Salary
Salary increases to be applied in the year ending 30 June 2016
In July 2015, the Remuneration Committee reviewed base salaries for senior management and agreed new salaries which will apply from
1October 2015. In determining these salaries, the Remuneration Committee took into consideration anumber of factors including general
employee salary budgets and employment conditions, individual performance and experience, and salary positioning relative to internal
andexternal peers. The overall budgeted salary increase for the year ended 30 June 2016 is 2.5% of base salary for the business in the
UnitedKingdom and 3% inNorth America.
The Committee considered very carefully the total remuneration positioning of the Chief Executive and Chief Financial Officer, the salary
budget for all employees in the United Kingdom and the expectations of shareholders with respect to pay restraint. As aresult, and for the
second consecutive year for the Chief Executive, the Chief Executive and the Chief Financial Officer agreed that their base salaries would
remain unchanged in October 2015.
Ivan Menezes
Deirdre Mahlan
2015
2014
2015
2014
$1,520
$1,520
732
732
0%
0%
0%
2.5%
Weight
(% of
maximum)
Target
Actual
Payout
(% of
maximum)
30%
4.0%
0.2%
0.0%
35%
6.0%
0.9%
0.0%
25%
100.0%
109.3%
25.0%
Measures
(i)
partially met(iii)
100%
3.4%
28.4%
(i) Performance measures under the AIP are calculated using 2015 budget exchange rates in line with management reporting and exclude the impact of of IAS 21 in respect of
short term intercompany funding balances and IAS 39 in respect of market value movements as recognised in net finance charges and any exceptional items. USL has been
excluded from both the AIP targets and actuals for the year ended 30 June 2015.
(ii) Operating cash conversion is calculated by dividing operating profit before depreciation, amortisation, impairment and exceptional items by cash generated from operations
adjusted for cash inflows/outflows in respect of exceptional items, dividends, maturing inventories andpost employment payments in excess of the amount charged to
operating profit. The ratio is stated at the budget exchange rate of the respective year in line with management reporting.
(iii) For Ivan Menezes, the IBO outcome was driven by the successful delivery of key financial measures in USL, strengthening routes to consumer in key markets and building
corporate reputation through critical initiatives such as responsible drinking and employee engagement. For Deirdre Mahlan, the IBO outcome was driven by her contribution
to the delivery of a strong performance in cash conversion, progress against the supply chain and route to customer enhancements, delivery of the USL financial plan and
strengthening the global finance and business services function.
Target
For the part of the award subject to the TSR condition to vest, there
must be an improvement in the underlying financial performance of
the company (i.e. growth in organic net sales and total organic
operating margin improvement). In addition, the Remuneration
Committee must be satisfied that aminimum level of performance in
both organic net sales and organic operating margin has been met
before any of the award under either measure can be released.
Governance
SESOP
On 1 October 2012, Ivan Menezes and Deirdre Mahlan received
awards of 46,575 (ADRs) and 146,299 (ordinary shares) market price
options, respectively, under the SESOP. Awards were subject to
aperformance condition based on compound annual growth in
adjusted eps over athree-year period. For the purpose of the SESOP,
an adjusted measure of eps is used to ensure that elements such as
exceptional items and the impact of movements in exchange rates
are excluded from year on year comparisons of performance.
Optionsonly vest when stretching adjusted eps targets are achieved.
Vesting is on apro rata basis ranging from athreshold level of 25%
toamaximum level of 100%.
The adjusted eps growth targets and actual performance for the
2012 SESOP awards are set out below:
PSP
On 1 October 2012, Ivan Menezes and Deirdre Mahlan received
awards of 54,927 (ADRs) and 134,653 (ordinary shares) performance
shares, respectively, under the PSP. Awards vest after athree-year
period subject to the achievement of specified performance tests.
Notional dividends accrue on awards and are paid out either in cash
or shares in accordance with the vesting schedule.
For the 2012 awards, the primary performance test is split
between three equally weighted performance measures:
1) A comparison of Diageos three-year total shareholder return (TSR)
the percentage growth in Diageos share price (assuming all
dividends and capital distributions are re-invested) with the TSR
of apeer group of international drinks and consumer goods
companies. TSR calculations are converted to acommon currency
(US dollar);
2) Growth in organic net sales on acompound annual basis; and
3) Total organic operating margin improvement.
Strategic report
Vesting
(% maximum)
8%
25%
Maximum
12%
100%
4.1%
0.0%
Financial statements
Threshold
The targets and vesting profile for the PSP awards granted in October 2012 are shown in the following table:
Vesting of 2012 PSP awards
Threshold
Mid-point
Maximum
Actual
Vesting
(% maximum)
5%
6.5%
8.0%
1.8%
0.0%
100bps
100.0%
150bps
175bps
177bps
Medium ranking
(ninth)
Upper quintile
(third or above)
13th
25%
62.5%
100%
0.0%
33.3%
For operating margin and net sales, there is straight line vesting between threshold and the mid-point, and between the mid-point and the
maximum. The full vesting profile for TSR is shown below:
Vesting profile
for PSP awards
Vesting profile
for DLTIP
performance
share awards
from 2015
100%
100%
4th
95%
5th
75%
6th
65%
AB Inbev
Mondelz International
95%
Brown Forman
Nestl
75%
Carlsberg
PepsiCo
65%
Coca-Cola
Pernod Ricard
7th
55%
55%
Colgate-Palmolive
8th
45%
45%
Groupe Danone
Reckitt Benckiser
9th
25%
20%
Heineken
SABMiller
0%
0%
Kimberly-Clark
Unilever
10th or below
On the basis of this performance, the 2012 PSP award, which is due to vest in October 2015, has partially met the performance conditions and,
consequently, the shares under award will vest at 33.3% of the initial award.
The Committee has taken into consideration all factors regarding the quality of the underlying performance of the business at the end of the
performance period, including the companys underlying level of sell out performance, the holding of market share across total brands in each year
of the performance period and the maintenance of brand investment, and is satisfied that the level of vesting is warranted.
DIP
Ivan Menezes retains interests in awards that were granted to him in 2012 prior to his appointment as Executive Director under the DIP,
totalling 117,142 ADRs. 50% of the 2012 DIP award is subject to meeting performance conditions based on the financial measures under the
long term incentive plan over the three-year periods ending 30 June 2015, 30 June 2016, 30 June 2017 and 30 June 2018 and the remaining
50% is subject to continued satisfactory employment. The financial measures under the performance part of the award are equally weighted.
Actual performance for the first tranche of the 2012 DIP award (i.e. the tranche based on performance over the three years to 30 June 2015)
versus target is set out below:
Vesting of performance-based tranche 1 of March 2012 DIP award
Performance measures (equally weighted)
Target
Vesting
Actual (% of maximum)
6.50%
1.8%
0%
150 bps
177 bps
33.3%
10%
4.1%
Vesting (% of maximum)
0%
33.3%
As the table shows, 33.3% of the performance related ADRs under the first tranche of the 2012 DIP award will vest in March 2016, subject to
continuing employment. The total award that will vest to Ivan Menezes in March 2016 will therefore be 66.6% of the first tranche (including the
ADRs that vest on time only), or 19,523 ADRs, provided he remains employed at the time of vesting. The Committee has assessed the
underlying performance of the business at the end of the performance period and is satisfied that this level of vesting is warranted. The value
of the part of the award based on performance and vesting in March 2016 is included in the single total figure of remuneration.
DLTIP awards made during the year ended 30 June 2015 (audited)
On 25 September 2014, Ivan Menezes and Deirdre Mahlan received awards of 45,447 (ADRs) and 140,590 (ordinary shares) performance shares,
respectively, and 45,447 (ADRs) and 140,590 (ordinary shares) market price options, respectively under the DLTIP; details are provided in the
table on the following page. The three-year period over which performance will be measured is 1 July 2014 to 30 June 2017. The performance
measures are the same as for the 2012 awards. 20% of the award will vest at threshold, with straight-line vesting up to 100% if the maximum
level of performance is achieved.
Date of grant
Ivan Menezes
25/09/2014
ADR
45,447
Ivan Menezes
25/09/2014
ADR
45,447
Deirdre Mahlan
25/09/2014
Ord
140,590
Deirdre Mahlan
25/09/2014
Ord
140,590
Award/
exercise price
Face value
000
Face value
(% of salary)
$117.55
$5,342
375%
$125.42
$5,700
375%
1796p
2,525
360%
1874p
2,635
360%
Governance
The table above specifies the number of performance shares and share options initially awarded under the DLTIP. The proportion of the
awards that will vest is dependent upon the achievement of performance conditions, and the actual value may be nil. The vesting outcomes
will be disclosed in the 2017 report.
The face value of each award has been calculated using the award/exercise price at time of grant. In accordance with the rules, the number
of performance shares granted under the DLTIP was calculated by using the average closing share price for the last six months of the preceding
financial year (1874 pence for ordinary shares and $125.42 for ADRs). In accordance with the plan rules, the exercise price and the number of
options granted under the SESOP was calculated using the average closing share price of the three days preceding the grant date (1796 pence
for ordinary shares and $117.55 for ADRs). The share price on the date of grant was 1779 pence for ordinary shares and $115.80 for ADRs.
Details of the operation of the DLTIP are provided under the section on long term incentive plans.
Strategic report
Plan
Awards made
Share type during the year
Executive Director
Organic net sales: sustained year-on-year organic net sales growth is akey performance measure;
Cumulative free cash flow: measures the efficiency of cash management; and
Adjusted eps growth: reflects profitability and is akey measure for shareholders.
The table below outlines the targets and the vesting profile for these awards. The measures are equally weighted, with performance shares
subject to performance against total shareholder return, net sales and cumulative free cash flow, and share options subject to performance
against adjusted eps growth. Performance will be tested over three financial years, beginning with the year ending 30 June 2016.
Threshold
Median ranking
(ninth)
Performance shares
Share options
Cumulative
free cash flow
(25%)
Vesting
profile
3.0%
5,000m
4.0%
20%
Mid-point
4.5%
6,000m
6.5%
60%
Maximum
Upper quintile
(third or above)
6.0%
7,000m
9.0%
100%
Financial statements
Relative total
shareholder
return (25%)
It is intended that aperformance share award of 375% of base salary and an award of market price share options of 125% of base salary
(inperformance share equivalents; one market price option is valued at one-third of aperformance share) will be made to Ivan Menezes
inSeptember 2015.
It is intended that Deirdre Mahlan will be awarded aperformance share award of 360% of base salary and an award of market price share
options of 120% of base salary (in performance share equivalents) in September 2015.
Benefits
Benefits provisions for the Executive Directors continue to be in line with the information set out in the future policy table.
Pension arrangements (audited)
Ivan Menezes and Deirdre Mahlan are members of the Diageo North America Inc. Supplemental Executive Retirement Plan (SERP) with an
accrual rate of 40% and 35% of base salary, respectively. The SERP is an unfunded, non-qualified supplemental retirement programme. Under
the plan, accrued company contributions are subject to quarterly interest credits. Under the rules of the SERP, they can withdraw the balance
of the plan in the form of five equal annual instalments or alump sum upon reaching age 55 (Deirdre Mahlan) and after having left service
with Diageo (within six months of separation from service).
Ivan Menezes and Deirdre Mahlan participated in the US Cash Balance Plan and the Benefit Supplemental Plan (BSP) until August 2012
andJune 2010, respectively and have accrued benefits under both plans. The Cash Balance Plan is aqualified funded pension arrangement.
Employer contributions are 10% of pay capped at the Internal Revenue Service (IRS) limit. The BSP is anon-qualified unfunded arrangement;
notional employer contributions are 10% of pay above the IRS limit. Interest (notional for the BSP) is credited quarterly on both plans.
Ivan Menezes was also amember of the Diageo Pension Scheme (DPS) in the United Kingdom between 1 February 1997 and 30 November
1999. Theaccrual of pensionable service ceased in 1999 but the linkage to salary remained until January 2012. Under the Rules of the Scheme,
thisbenefit is payable unreduced from age 60.
Upon death in service, alife insurance benefit of $3 million is payable to Ivan Menezes and alump sum of four times base salary is payable
to Deirdre Mahlan.
The table below shows the pension benefits accrued by each Director to date. Note that the accrued UK benefits for Ivan Menezes are
annual pension amounts, whereas the accrued US benefits for both Ivan Menezes and Deirdre Mahlan are aone-off cash balance amount.
30 June 2015
UK pension
000 p.a.
Executive Director
30 June 2014
US benefit
000
UK pension
000 p.a.
US benefit
000
Ivan Menezes(i)
69
4,218
68
3,409
Deirdre Mahlan(ii)
nil
1,239
nil
874
(i) Ivan Menezes US benefits are higher at 30 June 2015 than at 30 June 2014 by 809k; 505k of which is due to pension benefits earned over the year (458k of which is over and
above the increase due to inflation, see page 71) and 304k more due to exchange rate movements over the year.
(ii) Deirdre Mahlans US benefits are higher at 30 June 2015 than at 30 June 2014 by 365k; 287k of which is due to pension benefits earned over the year (275k of which is over
and above the increase due to inflation, see page 71) and 78k more due to exchange rate movements over the year.
The Normal Retirement Age applicable to each Directors benefits depends on the pension scheme, as outlined below.
Executive Director
Ivan Menezes
Deirdre Mahlan
UK benefits
(DPS)
US benefits
(Cash balance)
US benefits
(BSP)
US benefits
(SERP)
60
65
n/a
65
Ivan Menezes is able to take his UK pension benefits from age 58 without consent, and his benefits would not be subject to any actuarial
reduction in respect of early payment. However, this is adiscretionary policy Diageo offers that is not set out in the DPS Scheme Rules.
Performance graph and table
The graph below shows the total shareholder return for Diageo and the FTSE 100 Index since 30 June 2009 and demonstrates the relationship
between pay and performance for the Chief Executive, using current and previously published single total remuneration figures. The FTSE 100
Index has been chosen because it is awidely recognised performance benchmark for large companies in the United Kingdom.
Diageo
FTSE 100
Chief Executive total remuneration
Chief Executive
total remuneration
million
300
30
250
25
200
20
150
15
100
10
50
5
0
0
June 2009
June 2015
June 2010
June 2011
June 2012
June 2013
June 2014
Paul S Walsh
000
Paul S Walsh
000
Paul S Walsh
000
Paul S Walsh
000
3,231
4,449
11,746
15,557
7,331
3,922
86%
77%
74%
51%
9%
28%
100%
100%
100%
100%
71%
0%
0%
0%
65%
95%
55%
33%
Ivan Menezes(i)
000
Ivan Menezes(i)
000
(i) To enable comparison Ivan Menezes single total figure of remuneration has been converted into sterling using the cumulative average weighted exchange rate for the relevant financial year.
Salary
Benefits
Bonus
0%
(67%)
203%
2%
0%
60%
Strategic report
The percentage change for the Chief Executive is based on the remuneration of Ivan Menezes from 2014 to 2015. Benefits in both 2014and
2015 included one-off relocation payments.
UK salary, benefits and bonus data have been converted into US dollars using the cumulative weighted average exchange rate for the
respectivefinancial year. For the year ended 30 June 2015 the exchange rate was 1 = $1.57, and for the year ended 30 June 2014 the
exchangerate was 1 = $1.63.
Governance
17 July 2015
30 June 2015
30 June 2014
(or date of
appointment,
if later)
60,532
60,097
53,197
Ivan Menezes(ii)
749,518
749,518
634,810
300%
1430%
Yes
Deirdre Mahlan(ii)
281,163
281,153
228,507
250%
710%
Yes
Shareholding
requirement
(%salary)(iv)
Shareholding
at 17 July 2015
(%salary)(iv)
Shareholding
requirement
met
Chairman
Dr Franz B Humer
Executive Directors
Non-Executive Directors
5,000
5,000
5,000
5,000
5,000
5,000
5,052
5,052
5,052
17,400
17,400
17,400
Ho KwonPing
4,223
4,223
4,103
Philip G Scott
10,000
10,000
10,000
Nicola S Mendelsohn(iii)
5,000
5,000
Alan JH Stewart(iii)
1,500
1,500
Financial statements
Peggy B Bruzelius
Laurence M Danon
Notes
(i) Each person listed beneficially owns less than one percent of Diageos ordinary shares. Ordinary shares held by Directors have the same voting rights as all other ordinary shares.
(ii) Ivan Menezes, Deirdre Mahlan and Betsy D Holden have share interests in ADRs (one ADR is equivalent to four ordinary shares); the share interests in the table are stated as
ordinary share equivalents.
(iii) Nicola S Mendelsohn and Alan JH Stewart were appointed to the Board on 1 September 2014.
(iv) Both the shareholding requirement and shareholding at 17 July 2015 are expressed as apercentage of base salary as at 30 June 2015 and calculated using an average share price
for the year ended 30 June 2015 of 1847 pence.
Plan name
Date of Performance
award
period
Date of
vesting
Number
of shares/
Dividends
Share price
options at
awarded
Share on date of Exercise
30June
Vested/
and
type
grant
price
2014(i) Granted exercised released
Number
Total
of shares/
number
options at of shares/
30June options in
Lapsed
2015
Ords(ii)
Ivan Menezes
SESOP(iii)
Sep 2010
2010-2013
2013
ADR
$67.84
55,512
SESOP(iii)
Sep 2011
2011-2014
2014
ADR
$76.70
51,531
ADR
$112.72
46,575
46,239
55,512
14,944
36,587
Oct 2012
SESOP(vi)
368,396
2012-2015
2015
Sep 2013
2013-2016
2016
ADR
$123.27
2014-2017
2017
ADR
$117.55
46,575
46,239
45,447
45,447
Sep 2011
2011-2014
2014
ADR
553,044
$74.11
42,221
23,221
14,206
1,981
19,000
35,515
DIP(iv)
Sep 2011
2011-2014 2014-2015
ADR
$74.11
71,030
DIP(iv)
Mar 2012
2012-2019 2016-2019
ADR
$96.44
58,571
58,571
21,309
PSP(v)
Oct 2012
2012-2015
2015
ADR
$113.62
54,927
54,927
PSP(vi)
Sep 2013
2013-2016
2016
ADR
$123.08
47,484
47,484
DLTIP
performanceshares
Sep 2014
2014-2017
2017
ADR
$115.80
ADR
$96.44
45,447
45,447
Mar 2012
2012-2019 2016-2019
910,952
58,571
58,571
234,284
Deirdre Mahlan
SESOP(iii)
Sep 2009
2009-2012
2012
ADR
$63.13
20,790
20,790
SESOP
Sep 2010
2010-2013
2013
Ord
1080p
199,652
199,652
SESOP
Sep 2011
2011-2014
2014
Ord
1232p
190,239
Ord
1743p
146,299
135,022
55,170
135,069
Oct 2012
SESOP(vi)
417,881
2012-2015
2015
Sep 2013
2013-2016
2016
Ord
1983p
2014-2017
2017
Ord
1796p
146,299
135,022
140,590
140,590
Sep 2011
2011-2014
2014
421,911
Ord
1204p
159,574
87,765
7,607
71,809
PSP(v)
Oct 2012
2012-2015
2015
Ord
1772p
134,653
134,653
PSP(vi)
Sep 2013
2013-2016
2016
Ord
1978p
110,241
110,241
DLTIP
performanceshares
Sep 2014
2014-2017
2017
Ord
1779p
140,590
140,590
Sep 2011
2014
385,484
Ord
960p
937
937
(i) For unvested awards this is the number of shares/options initially awarded. For exercisable share options, this is the number of outstanding options. All share options have
anexpiry date of ten years after the date of grant.
(ii) ADRs have been converted to Ords (one ADR is equivalent to four ordinary shares) for the purpose of calculating the total number of vested and unvested shares and options
at 30 June 2015.
(iii) Shares/options granted prior to the Executives appointment to the Board.
(iv) Ivan Menezes retains interests in awards that were granted to him prior to joining the Board under below-board plans (Discretionary Incentive Plan). Atotal of 188,172 ADRs was
granted in 2011 and 2012. 50% of the initial 2011 award of 71,030 ADRs lapsed in September 2014, as disclosed in the 2014 remuneration report. Of the remainder, 40% vested
in September 2014, with the remaining portion due to vest in September 2015. The 2012 award is subject to performance conditions and continuing employment and the first
tranche is due to vest in March 2016, with the remaining tranches vesting in March 2017, March 2018 and March 2019.
(v) Awards made under the PSP and SESOP in October 2012 and due to vest in October 2015 are included here as unvested share awards subject to performance conditions,
although the awards have also been included under long term incentives in the single figure of total remuneration on page 71, since the performance period ended during the
year ended 30 June 2015.
(vi) Details of the performance conditions attached to PSP and SESOP awards granted in 2013 are available in Diageos 2014 Directors remuneration report.
(vii) Options granted under the UK savings-related share options scheme.
January
2014
000
000
500
500
84
20
30
25
84
20
30
25
Non-Executive Directors remuneration for the year ended 30 June 2015 (audited)
Fees
000
Total
000
2015
2014
2015
2014
2015
2014
500
500
12
512
505
84
84
129
84
84
114
70
70
82
82
125
82
82
110
13
6
3
35
1
5
1
1
6
9
2
8
1
11
97
90
132
119
85
119
71
71
88
91
127
90
83
121
(i) Benefits include acontracted car service, product allowance and expense reimbursements relating to travel, accommodation and subsistence in connection with the
attendance of Board meetings during the year, which are deemed by HMRC to be taxable in the United Kingdom. The amounts in the single figure of total remuneration table
above include the grossed-up cost of UK tax paid by the company on behalf of the directors. Benefits and total remuneration for the year ended 30 June 2014 have been revised
to include these taxable expenses. Directors who are not resident in the United Kingdom for five years or more have been treated as fully taxable in the United Kingdom on all
of their expense reimbursements and this accounts for the increase in the taxable benefits cost in the year ended 30 June 2015 compared to the year ended
30 June 2014.
(ii) 200,000 of Dr Franz B Humers remuneration in the year ended 30 June 2015 was used for the monthly purchase of Diageo ordinary shares, which must be retained until
heretires from the company or ceases to be aDirector for any other reason.
(iii) Nicola S Mendelsohn and Alan JH Stewart were appointed to the board on 18 September 2014.
Financial statements
Chairman
Dr Franz B Humer(ii)
Non-Executive Directors
Peggy B Bruzelius
Laurence M Danon
Lord Davies of Abersoch
Betsy D Holden
Ho KwonPing
Philip G Scott
Nicola S Mendelsohn(iii)
Alan JH Stewart(iii)
Benefits(i)
000
Governance
January
2015
Strategic report
original award and under the 2012 SESOP will be 0% of the initial award. As aresult, in the case of Paul Walsh, 101,567 shares will vest and all
of his share options will lapse in October 2015.
Paul Walsh has no other outstanding interests under the long term incentive plan or any other share plan of the company.
Remuneration Committee
The Remuneration Committee consists of the following independent
Non-Executive Directors: Peggy B Bruzelius, Laurence M Danon,
LordDavies of Abersoch, Betsy D Holden, Ho KwonPing,
PhilipGScott, Nicola SMendelsohn and Alan JH Stewart. LordDavies
is the Chairman of the Remuneration Committee. TheChairman of
the Board and the ChiefExecutive may, by invitation, attend
Remuneration Committee meetings except when their own
remuneration is discussed. DiageosGlobal Human Resources
Director and Capability, Performance and Reward Director are also
invited from time to time by the Remuneration Committee to
provide their views and advice. The Global Human Resources Director
is not present when her own remuneration is discussed. The Chief
Financial Officer may also attend to provide performance context
tothe Committee during its discussions about target setting.
Information on meetings held and director attendance is disclosed
inthe corporate governance report.
The Remuneration Committees principal responsibilities are:
Making recommendations to the Board on remuneration policy as
applied to the Executive Directors and the Executive Committee;
During the year, Linklaters provided advice on the AIP and the
Directors remuneration report. Fees paid in relation to this advice
were 26,298. Linklaters also provide other legal advice on certain
corporate matters.
The Committee is satisfied that the Kepler Associates and
Linklaters engagement partners and teams that provide
remuneration advice tothe Committee, do not have connections
with Diageo that may impair their independence. The Committee
reviewed the potential for conflicts of interest and judged that there
were appropriate safeguards against such conflicts.
Additional remuneration survey data published by Aon Hewitt,
Towers Watson, Mercer and PwC were presented to the Remuneration
Committee during the year; Clifford Chance provided advice on the
operation of share plans.
Statement of voting
The following table summarises the details of votes cast in respect of the
resolutions on the directors remuneration policy and annual report on
directors remuneration at the 2014 AGM.
For
Against
Total
votes cast
Abstentions
1,663,866,061
43,275,688
1,707,141,749
18,288,488
97.47%
2.53%
100%
n/a
50,619,135 1,694,585,736
30,844,578
Directors
remuneration policy
Percentage
ofvotes cast
Total number
of votes
Annual report
on remuneration
Total number
of votes
Percentage
ofvotes cast
1,643,966,601
97.01%
2.99%
100%
n/a
The Committee was pleased with the level of support shown for the
remuneration policy and implementation report and appreciated the
active participation of shareholders and their representative advisory
bodies in consulting on executive remuneration matters.
Ivan Menezes
921,440
1561p
2010 2024
Deirdre Mahlan
839,792
1473p
2009 2024
1,809,328
1782p
2008 2025
Other(i)
Total
3,570,560
(i) Other members of the Executive Committee and the Company Secretary.
Financial statements
Number
of options
Weighted
average
exercise
price
Governance
Strategic report
ADDITIONAL INFORMATION
DIRECTORS REPORT
The Directors have pleasure in submitting their Annual Report for the
year ended 30 June 2015.
Annual General Meeting
The AGM will be held at The Mermaid Conference & Events Centre,
Puddle Dock, Blackfriars, London EC4V 3DB at 2.30 pm on
Wednesday, 23 September 2015.
Directors
The Directors of the company who served during the year are shown
in the section Board of Directors and Company Secretary and
Executive Committee above.
In accordance with the UK Corporate Governance Code, other
than Laurence Danon, who will step down from the Board after the
AGM, all the Directors will retire by rotation at the AGM and offer
themselves for re-election. The Non-Executive Directors proposed
for re-election do not have service contracts. Emma Walmsley has
been appointed, as aNon-Executive Director, with effect from
1 January 2016 and will offer herself for election at the 2016 AGM.
Further details of Directors contracts, remuneration and their
interests in the shares of the company at 30 June 2015 are given in
the Directors remuneration report.
The Directors powers are determined by UK legislation and
Diageos articles of association. The Directors may exercise all the
companys powers provided that Diageos articles of association or
applicable legislation do not stipulate that any powers must be
exercised by the members.
Auditor
As disclosed in the Report of the Audit Committee, following
atender conducted during the year, PricewaterhouseCoopers LLP
were selected as auditor of Diageo. Accordingly, aresolution will be
proposed at the AGM on 23 September 2015 for the appointment
ofPricewaterhouseCoopers LLP as auditors of Diageo. KPMG LLPs
appointment will end at the conclusion of the AGM.
Strategic report
Other information
Other information relevant to the Directors report may be found in the following sections of the Annual Report:
Information (including that required by UK
Listing Authority Listing Rule 9.8.4)
Dividends
Employment Policies
Strategic report Sustainability & responsibility; Strategic report Sustainability & responsibility review
Not applicable
Future developments
Political donations
Additional information for shareholders Repurchase of own shares; Financial statements note 17 Equity
Chief Executives statement; Strategic report and Risk Management and principal risks
Additional information for shareholders Share capital and Articles of association; Financial statements
note 17 Equity
Shareholdings in thecompany
Sustainability andresponsibility
Strategic report How we will deliver our ambition: Sustainability & responsibility; Strategic report
Sustainability & responsibility review
Interest capitalised
Not applicable
Unaudited information
Not applicable
Not applicable
Not applicable
Not applicable
Contracts of significance
Not applicable
Not applicable
Note 17 Equity
Note 17 Equity
Not applicable
The Directors report of Diageo plc for the year ended 30 June 2015 comprises these pages and the sections of the Annual Report referred to
under Directors, Corporate governance statement and Other information above, which are incorporated into the Directors report by reference.
In addition, certain disclosures required to be contained in the Directors report, have been incorporated into the Strategic report as set out in Other
information above.
The Directors report was approved by aduly appointed and authorised committee of the Board of Directors on 29 July 2015 and signed on its
behalf by Paul D Tunnacliffe, the Company Secretary.
Financial statements
Governance
FINANCIAL
STATEMENTS:
INTRODUCTION
AND CONTENTS
INTRODUCTION
CONTENTS
Independent auditors report to the
members of Diageo plc only
85
Primary statements
Consolidated income statement
Consolidated statement of comprehensive income
Consolidated balance sheet
Consolidated statement of changes in equity
Consolidated statement of cash flows
88
89
90
91
92
93
93
95
95
99
100
101
102
103
105
106
119
119
125
126
129
129
132
132
133
134
140
106
109
111
113
113
117
Financial statements
Governance
RECOVERABILITY OF GOODWILL, DISTRIBUTION RIGHTS AND BRAND INTANGIBLE ASSETS WITH AN INDEFINITE LIFE
Refer to page 61 (Audit Committee Report) and page 109 (accounting policies and financial disclosures)
The risk: These assets future recoverability is dependent on
achieving sufficient level of future profitability. The assets are
spread across abroad range of markets and consequently forecast
cash flows are judgemental, requiring assumptions to be made
relating to differing and often complex regulatory and economic
environments as well as consumer sentiment.
These assets are most prone to the risk of impairment in the
earlyyears after acquisition as market position and synergies are
established and as distribution networks are extended under the
groups control or when there is asignificant deterioration in
economic conditions or any other external factors.
Strategic report
INDEPENDENT AUDITORS
REPORT TO THE MEMBERS OF
DIAGEO plc ONLY
Materiality
2,933m
135m
7m
Whole financial
statements materiality
Misstatements reported
to the Audit Committee
Components profits/losses
before taxation
12%
20%
20%
80%
80%
Strategic report
The key components & shared service centres within the scope of our work accounted for the following percentages of the Groups results:
88%
Other components
Under the Companies Act 2006 we are required to report to you if,
inour opinion:
adequate accounting records have not been kept by the parent
company, or returns adequate for our audit have not been
received from branches not visited by us; or
the parent company financial statements and part of the
Directors remuneration report to be audited are not in agreement
with the accounting records and returns; or
certain disclosures of directors remuneration specified by law
arenot made; or
we have not received all the information and explanations
werequire for our audit.
Under the Listing Rules we are required to review:
the directors statement, set out on page 59, in relation to
goingconcern;
the part of the Corporate Governance Statement on pages 56 to 59
relating to the companys compliance with the ten provisions of the
2012 UK Corporate Governance Code specified for our review.
We have nothing to report in respect of the above responsibilities.
SCOPE OF REPORT AND RESPONSIBILITIES
As explained more fully in the Directors Responsibilities Statement set
out on page 59, the directors are responsible for the preparation of
the group financial statements and for being satisfied that they give
atrue and fair view. Adescription of the scope of an audit of financial
statements is provided on the Financial Reporting Councils website
atwww.frc.org.uk/auditscopeukprivate. This report is made solely
tothe companys members as abody and is subject to important
explanations and disclaimers regarding our responsibilities, published
on our website at www.kpmg.com/uk/auditscopeukco2014b, which
are incorporated into this report as if set out in full and should be read
to provide an understanding of the purpose of this report, the work
we have undertaken and the basis of our opinions.
Paul Korolkiewicz (Senior Statutory Auditor)
for and on behalf of KPMG LLP, Statutory Auditor
Chartered Accountants
15 Canada Square
London
E14 5GL
29 July 2015
Financial statements
Governance
Revenue, group profit before tax and total group assets of other
components not in scope are represented by asignificant number of
other reporting components, none of which individually represent
more than 3% of these measures, and the majority are subject to
local statutory audits, which are not completed at the date of this
report. For these other components, we performed analysis (focusing
specifically on revenue) at the aggregated group level to re-examine
our assessment that there are no significant risks of material
misstatement within these components.
The group audit team instructed component auditors and shared
service centre auditors as to the significant areas to be covered,
including the relevant risks detailed above and the information to be
reported back. The group audit team approved the component
materialities, which ranged from 7million to 75million having regard
to the mix of size and risk profile of the group across the components.
The work on all components was performed by component auditors.
The group audit team performed the work on valuation of indefinite
lived intangible assets and post employment benefits.
The group audit team visited 5 component locations in the United
Kingdom (UK), the United States of America (US), India, China and
Hungary. Telephone and/or online meetings were also held with
these component auditors and the majority of the other key
components that were not physically visited. The findings reported
to the group audit team were discussed in more detail, and any
further work required by the group audit team was then performed
by the component auditor.
CONSOLIDATED INCOME
STATEMENT
Notes
Year ended
30 June
2015
million
Sales
15,966
13,980
Excise duties
(5,153)
(3,722)
(3,973)
Net sales
10,813
10,258
11,303
Cost of sales
(4,610)
(4,029)
(4,416)
6,203
6,229
6,887
Marketing
(1,629)
(1,620)
(1,769)
(1,777)
(1,902)
(1,738)
2,797
2,707
3,380
373
140
(83)
Gross profit
Operating profit
Year ended
30 June
2014
million
Year ended
30 June
2013
million
15,276
Non-operating items
Finance income
244
241
259
Finance charges
(656)
(629)
(716)
175
252
217
2,933
2,711
3,057
(466)
(447)
(507)
2,467
2,264
2,550
(83)
2,467
2,181
2,550
2,381
2,331
2,452
(83)
86
(67)
98
2,467
2,181
2,550
million
million
million
2,505
2,506
2,502
12
11
15
2,517
2,517
2,517
pence
pence
pence
95.0
93.0
98.0
(3.3)
95.0
89.7
98.0
94.6
92.6
97.4
(3.3)
94.6
89.3
97.4
Attributable to:
Equity shareholders of the parent company continuing operations
discontinued operations
Non-controlling interests continuing operations
The accompanying notes are an integral part of these consolidated financial statements.
Year ended
30 June
2015
million
Year ended
30 June
2014
million
Year ended
30 June
2013
million
group
125
(169)
119
(10)
(19)
(2)
(11)
20
(35)
102
(147)
65
group
(345)
(1,117)
37
(205)
(294)
108
non-controlling interests
56
(120)
36
88
269
398
(150)
30
12
(40)
59
(48)
(6)
(5)
(58)
34
(33)
18
17
11
55
85
Strategic report
CONSOLIDATED STATEMENT
OF COMPREHENSIVE INCOME
Other comprehensive income
Items that will not be recycled subsequently to the income statement
Net remeasurement of post employment plans
non-controlling interests
Tax on post employment plans
Governance
(140)
(4)
Hyperinflation adjustment
18
11
(2)
(159)
(1,107)
66
(57)
(1,254)
131
2,467
2,181
2,550
2,410
927
2,681
2,261
1,114
2,547
149
(187)
134
2,410
927
2,681
Financial statements
Attributable to:
Non-controlling interests
Total comprehensive income for the year
The accompanying notes are an integral part of these consolidated financial statements.
30 June 2014
Notes
million
Intangible assets
10
11,231
7,891
11
3,690
3,433
65
53
2,076
3,201
Other investments
12
109
63
Other receivables
14
46
107
15
292
250
189
246
13
436
million
million
Non-current assets
Biological assets
Investments in associates and joint ventures
251
18,134
15,495
Current assets
Inventories
14
4,574
4,222
14
2,435
2,499
143
8
118
15
46
16
472
Total assets
622
7,670
7,469
25,804
22,964
Current liabilities
Borrowings and bank overdrafts
16
(1,921)
15
(156)
(146)
14
(2,943)
(2,800)
(1,576)
(3)
(162)
(197)
Provisions
14
(105)
(132)
(5,290)
(4,851)
Non-current liabilities
Borrowings
16
(7,917)
(7,638)
15
(443)
(447)
Other payables
14
(69)
(94)
Provisions
14
(238)
(253)
(1,896)
(1,365)
13
(695)
(726)
(11,258)
(10,523)
(16,548)
(15,374)
9,256
7,590
Equity
Share capital
17
Share premium
797
797
1,346
1,345
Other reserves
1,994
2,243
Retained earnings
3,634
2,438
7,771
17
6,823
1,485
767
9,256
7,590
The accompanying notes are an integral part of these consolidated financial statements.
These consolidated financial statements were approved by aduly appointed and authorised committee of the Board of Directors on
29 July 2015 and were signed on its behalf by Ivan Menezes and Deirdre Mahlan, Directors.
Strategic report
CONSOLIDATED STATEMENT
OF CHANGES IN EQUITY
Retained earnings/(deficit)
Share
capital
million
At 30 June 2012
Capital
Share redemption
premium
reserve
million
million
Hedging
and
exchange
reserve
million
Own
shares
million
Other
retained
earnings
million
Equity
attributable
to parent
company
Total shareholders
million
million
Noncontrolling
interests
million
Total
equity
million
797
1,344
3,146
67
(2,257)
2,491
234
5,588
1,204
6,792
(59)
2,606
2,606
2,547
134
2,681
25
(34)
(9)
(9)
(9)
45
45
45
45
30
30
30
30
Acquisitions
(21)
(21)
(7)
(7)
(7)
(7)
Purchase of non-controlling
interests
(100)
(100)
(100)
(100)
(200)
Dividends paid
(1,125)
(1,125)
(1,125)
(100)
(1,225)
Transfers
65
65
65
(65)
797
1,344
3,146
(2,232)
3,973
1,741
7,036
1,052
8,088
(911)
2,025
2,025
1,114
(187)
927
(48)
(67)
(115)
(115)
(115)
37
37
37
37
At 30 June 2013
Shares issued
Acquisitions
(7)
(7)
(7)
(7)
Purchase of non-controlling
interests
(19)
(19)
(19)
(18)
(37)
Dividends paid
(1,228)
(1,228)
(1,228)
(88)
(1,316)
797
1,345
3,146
(903)
(2,280)
4,718
2,438
6,823
767
7,590
2,410
At 30 June 2014
Total comprehensive income
(249)
2,510
2,510
2,261
149
52
(58)
(6)
(6)
(6)
35
35
35
35
Acquisitions
641
641
(9)
(9)
(9)
(9)
Disposal of non-controlling
interests
Dividends paid
(1,341)
(1,341)
(1,341)
(72)
(1,413)
797
1,346
3,146
(1,152)
(2,228)
5,862
3,634
7,771
1,485
9,256
At 30 June 2015
The accompanying notes are an integral part of these consolidated financial statements.
Financial statements
Governance
CONSOLIDATED STATEMENT
OF CASH FLOWS
Year ended 30 June 2015
Notes
million
2,467
466
(175)
412
(373)
2,797
581
2,691
(905)
2,551
16
16
16
The accompanying notes are an integral part of these consolidated financial statements.
176
3,004
130
(557)
(544)
(901)
1,790
80
(642)
7
2
(536)
(894)
9
16
16
16
17
(552)
398
220
(487)
45
143
(575)
(469)
1
(8)
(72)
1
791
(1,492)
386
(1,341)
3,380
(597)
542
3,456
million
(268)
(350)
66
629
228
(196)
(80)
52
(638)
(2)
978
(1,284)
million
2,707
117
183
(599)
(489)
2,550
507
(217)
457
83
(229)
(276)
(92)
440
183
(70)
(11)
9
9
million
2,181
83
447
(252)
388
(140)
(204)
274
47
million
(971)
2,033
39
(636)
16
(16)
(644)
(1,089)
1
(113)
(88)
(37)
1,378
(1,471)
(64)
(1,228)
(1,241)
(11)
(100)
(200)
2,100
(869)
7
(1,125)
(1,734)
(77)
(73)
532
382
(1,622)
(921)
(192)
1,645
532
(198)
594
36
1,015
1,645
472
(90)
382
622
(90)
532
1,750
(105)
1,645
2014
2013
1.57
1.63
1.57
1.57
1.71
1.52
US dollar
Euro
Income statement and cash flows(i)
1.31
1.20
1.21
1.41
1.25
1.17
(c) Consolidation
The consolidated financial statements include the results of the
company and its subsidiaries together with the groups attributable
share of the results of associates and joint ventures. Asubsidiary is
anentity controlled by Diageo plc. Control is the power to direct
therelevant activities of the subsidiary that significantly affect the
subsidiarys return so as to have rights to the variable return from
itsactivities. Where the group has the ability to exercise joint control
over an entity but has rights to specified assets and obligations for
liabilities of that entity, the entity is consolidated on the basis of the
groups rights over those assets and liabilities.
2015
Financial statements
Governance
Strategic report
ACCOUNTING
INFORMATION
AND POLICIES
The following standards issued by the IASB (not yet endorsed by the
EU) have not yet been adopted by the group:
IFRS 9 Financial instruments (effective in the year ending
30 June 2019) is ultimately intended to replace IAS 39 and covers
theclassification, measurement and derecognition of financial
instruments together with anew hedge accounting model and
newimpairment methodology.
Based on apreliminary assessment the group believes that the
adoption of IFRS 9 will have no significant impact on its consolidated
results or financial position.
IFRIC 21 Levies
Amendment to IAS 19 Defined benefit plans: Employee contributions
Amendment to IAS 32 Offsetting financial assets and financial
liabilities
Amendment to IAS 39 Novation of derivatives and continuation of
hedge accounting
Amendment to IFRS 2 Share based payments Definition of vesting
conditions
Amendment to IFRS 3 Accounting for contingent consideration in
abusiness combination
Amendment to IFRS 3 Scope exceptions for joint ventures
Amendment to IFRS 8 Aggregation of operating segments and
reconciliation of segment assets to entitys assets
Amendment to IFRS 13 Short term receivables and payables
Financial statements
Accounting policies
Sales comprise revenue from the sale of goods, royalties and rents
receivable. Revenue from the sale of goods includes excise and
other duties which the group pays as principal but excludes
amounts collected on behalf of third parties, such as value added
tax. Sales are recognised depending upon individual customer
terms at the time of despatch, delivery or when the risk of loss
transfers. Provision is made for returns where appropriate. Sales
are stated net of price discounts, allowances for customer loyalty
and certain promotional activities and similar items.
Net sales are sales less excise duties. Diageo incurs excise
duties throughout the world. In some countries excise duties are
based on sales and are separately identified on the face of the
invoice to the external customer. In others it is effectively
aproduction tax which is incurred when the spirit is removed
from bonded warehouses. In these countries excise duties are
part of the cost of goods sold and are not separately identified
onthe sales invoice.
Advertising costs, point of sale materials and sponsorship
payments are charged to marketing in operating profit when the
company has aright of access to the goods or services acquired.
Governance
2. SEGMENTAL INFORMATION
Strategic report
RESULTS FOR
THE YEAR
(a) Segmental information for the consolidated income statement continuing operations
2015
Sales
Net sales
At budgeted exchange rates(i)
Acquisitions and disposals
ISC allocation
Retranslation to actual
exchange rates
Net sales
Operating profit/(loss)
At budgeted exchange rates(i)
Acquisitions and disposals
ISC allocation
Retranslation to actual
exchange rates
Operating profit/(loss) before
exceptional items
Exceptional items
Operating profit/(loss)
Non-operating items
Net finance charges
Share of after tax results of
associates and joint ventures
Mot Hennessy
Other
Profit before taxation
2014 (restated)
Sales
Net sales
At budgeted exchange rates(i)
Acquisitions and disposals
ISC allocation
Retranslation to actual
exchange rates
Net sales
Operating profit/(loss)
At budgeted exchange rates(i)
Acquisitions and disposals
ISC allocation
Retranslation to actual
exchange rates
Operating profit/(loss) before
exceptional items
Exceptional items
Operating profit/(loss)
Non-operating items
Net finance charges
Share of after tax results of
associates and joint ventures
Mot Hennessy
Other
Profit before taxation
Africa
million
Latin
America
and
Caribbean
million
Asia
Pacific
million
ISC
million
Eliminate
intersegment
sales
million
Total
operating
segments
million
Corporate
and other
million
Total
million
4,683
1,868
1,297
4,129
1,381
(1,381)
15,886
80
15,966
3,462
25
9
2,666
34
44
1,457
1
4
1,105
26
8
1,291
903
7
1,485
(72)
(1,413)
10,053
989
82
10,135
989
(41)
3,455
(127)
2,617
(47)
1,415
(106)
1,033
12
2,213
(32)
1,381
32
(1,381)
(309)
10,733
(2)
80
(311)
10,813
1,477
(3)
10
779
12
47
329
314
1
8
303
49
7
75
1
(76)
3,277
60
(136)
4
3,141
64
(36)
(34)
(15)
(60)
(3)
(148)
(139)
1,448
(28)
1,420
804
(20)
784
318
(7)
311
263
(5)
258
356
(193)
163
(6)
(6)
3,189
(259)
2,930
(123)
(10)
(133)
3,066
(269)
2,797
373
(412)
North
America
million
Europe
million
3,909
164
11
2,933
North
America
million
Europe
million
Africa
million
Latin
America
and
Caribbean
million
3,915
4,935
1,846
1,404
1,801
1,504
(1,504)
13,901
79
13,980
3,563
44
12
2,824
3
56
1,506
1,311
10
1,446
1,595
(91)
(1,504)
10,741
47
79
10,820
47
(175)
3,444
(69)
2,814
(81)
1,430
(177)
1,144
(107)
1,347
1,504
(1,504)
(609)
10,179
79
(609)
10,258
1,535
(12)
11
838
(3)
52
366
397
333
(19)
8
84
(84)
3,553
(34)
(128)
(2)
3,425
(36)
(74)
(34)
(30)
(78)
(39)
(255)
(255)
1,460
(35)
1,425
853
(20)
833
340
(23)
317
328
(14)
314
283
(276)
7
(47)
(47)
3,264
(415)
2,849
(130)
(12)
(142)
3,134
(427)
2,707
140
(388)
Asia
Pacific
million
ISC
million
Eliminate
intersegment
sales
million
Total
operating
segments
million
Corporate
and other
million
Total
million
246
6
2,711
Global
Supply
million
Eliminate
intersegment
sales
million
Total
operating
segments
million
Corporate
and other
million
Total
million
5,074
2,014
1,741
2,109
2,648
(2,648)
15,200
76
15,276
3,707
36
2,890
49
31
1,566
14
3
1,416
66
11
1,480
119
6
2,754
(87)
(2,667)
11,146
248
76
11,222
248
(20)
3,723
(55)
2,915
(19)
1,564
(40)
1,453
(33)
1,572
(19)
2,648
19
(2,648)
(167)
11,227
76
(167)
11,303
1,445
46
864
15
30
418
2
3
480
369
22
3
82
(82)
3,658
39
(154)
3,504
39
(13)
(6)
(23)
(12)
(13)
(67)
(64)
1,478
1,478
903
(31)
872
400
(5)
395
468
468
381
(1)
380
(62)
(62)
3,630
(99)
3,531
(151)
(151)
3,479
(99)
3,380
(83)
(457)
Europe
million
4,262
Governance
Asia
Pacific
million
Strategic report
2013 (restated)
Sales
Net sales
At budgeted exchange rates(i)
Acquisitions and disposals
Global Supply allocation
Retranslation to actual
exchange rates
Net sales
Operating profit/(loss)
At budgeted exchange rates(i)
Acquisitions and disposals
Global Supply allocation
Retranslation to actual
exchange rates
Operating profit/(loss) before
exceptional items
Exceptional items
Operating profit/(loss)
Non-operating items
Net finance charges
Share of after tax results of
associates and joint ventures
Mot Hennessy
Other
Profit before taxation
Africa
million
Latin
America
and
Caribbean
million
North
America
million
230
(13)
3,057
Financial statements
(i) These items represent the IFRS 8 performance measures for the geographical and ISC/Global Supply segments.
(1) The net sales figures for ISC/Global Supply reported to the executive committee primarily comprise inter-segment sales and these are eliminated in aseparate column in the above segmental analysis.
Apartfrom sales by the ISC/Global Supply segment to the other operating segments, inter-segmental sales are not material.
(2) The groups net finance charges are managed centrally and are not attributable to individual operating segments.
(3) Approximately 40% of annual net sales occur in the last four months of each calendar year.
Europe
million
Africa
million
Latin
America
and
Caribbean
million
Asia
Pacific
million
Corporate
and other
million
ISC
million
Total
million
2015
95
34
140
53
42
233
41
638
(38)
(24)
(93)
(15)
(37)
(102)
(62)
(371)
Capital expenditure
(22)
(1)
(23)
(41)
(41)
(5)
(5)
2014 (restated)
Capital expenditure
65
28
154
39
25
280
51
642
(40)
(24)
(92)
(12)
(19)
(100)
(57)
(344)
(2)
(4)
(18)
(1)
(25)
(260)
(260)
Capital expenditure
76
22
183
20
42
226
67
636
(37)
(25)
(92)
(13)
(20)
(89)
(49)
(325)
2013 (restated)
(4)
(19)
(23)
(50)
(50)
Geographic analysis
Spirits
million
Beer
million
Wine
million
Ready to
drink
million
12,052
2,562
479
703
170
15,966
1,765
3,592
54
2,463
8,092
15,966
1,654
3,340
2,196
3,439
6,588
17,217
9,941
2,581
468
817
173
13,980
1,735
3,568
65
86
8,526
13,980
1,625
3,097
2,100
802
7,124
14,748
10,957
2,776
503
902
138
15,276
1,718
3,939
65
75
9,479
15,276
1,514
3,420
2,255
8,337
15,534
Other
million
Total
million
Great
Britain
million
United
States
million
Netherlands
million
India
million
Rest of
World
million
Total
million
2015
Sales(i)
Non-current assets
(ii), (iii)
2014
Sales(i)
Non-current assets(ii), (iii)
2013
Sales(i)
Non-current assets(ii), (iii)
(i) The geographical analysis of sales is based on the location of third party customers.
(ii) The geographical analysis of non-current assets is based on the geographical location of the assets and comprises intangible assets, property, plant and equipment, biological assets, investments
in associates and joint ventures, other investments and non-current other receivables.
(iii) The management information provided to the chief operating decision maker does not include an analysis of assets and liabilities by category and therefore is not disclosed.
Excise duties
Cost of sales
Marketing
Other operating expenses
2013
million
5,153
4,610
1,629
1,777
13,169
3,722
4,029
1,620
1,902
11,273
3,973
4,416
1,769
1,738
11,896
862
450
1,472
2,369
(200)
2,725
1,629
2,017
1,433
863
467
33
2,359
(291)
2,327
1,620
1,810
1,479
861
534
25
2,553
(228)
2,404
1,769
2,192
1,403
440
(26)
13
(15)
13,169
629
(25)
12
(10)
11,273
398
(1)
(1)
(13)
11,896
2013
million
170
31
10
30
111
36
(20)
2014
million
2013
million
3.6
3.4
3.5
2.7
1.6
7.9
2.3
1.6
7.3
2.4
1.6
7.5
0.8
0.6
1.1
0.6
0.7
0.5
0.7
10.0
0.4
9.0
1.1
10.2
(i) Audit related assurance services are principally in respect of reporting under section 404 of the
USSarbanes-Oxley Act and the review of the interim financial information.
(ii) Other services relevant to taxation principally comprise tax advice in respect of transactions.
(iii) Other assurance services comprise the aggregate fees for assurance and related services that are
related to the performance of the audit or review of the financial statements and are not reported
under total audit fees.
(iv) All other non-audit fees are principally in respect of advisory and other services in respect of
acquisitions and disposals.
(1) Disclosure requirements for auditor fees in the United States are different from those required in
the United Kingdom. The terminology by category required in the United States is disclosed in
brackets in the above table. All figures are the same for the disclosures in the United Kingdom
andthe United States apart from 0.4 million (2014 0.4 million; 2013 0.4 million) of the costs
inrespect of the review of the interim financial information which would be included in audit
related fees in the United States rather than audit fees.
Audit services by firms other than KPMG were not material in any
ofthe years presented. KPMG fees for audit services in respect of
employee pension plans were 0.4million (2014 0.3million;
2013 0.4million).
(d) Staff costs and average number of employees
Aggregate remuneration
Wages and salaries
Share-based incentive plans
Employers social security
Employers pension
defined benefit plans
defined contribution plans
Other post employment plans
2015
million
2014
million
2013
million
1,180
36
88
1,242
38
92
1,148
46
92
103
15
11
1,433
91
15
1
1,479
97
13
7
1,403
28
41
21
23
264
50
269
25
244
427
23
404
99
27
72
269
427
99
North America
Europe
Africa
Latin America and Caribbean
Asia Pacific(ii)
ISC
Corporate and other
2,748
4,073
4,997
3,166
10,520
4,291
3,567
33,362
2014
(restated)(i)
3,120
4,056
5,252
3,002
3,985
4,431
3,509
27,355
2013
(restated)(i)
3,129
3,927
5,648
3,031
4,075
4,878
3,311
27,999
(i) In the year ended 30 June 2015 Diageo changed its internal reporting structure to reflect changes
made to management responsibilities (see note 2). As aresult comparative years have been restated.
(ii) The average number of employees in Asia Pacific in the year ended 30 June 2015 increased
primarily as aresult of consolidating USL from 2 July 2014.
2015
million
2015
million
Financial statements
Governance
Comprising:
Excise duties Great Britain
United States
India
Other
Increase in inventories
Raw materials and consumables
Marketing
Other external charges (a)
Staff costs (d)
Depreciation, amortisation
andimpairment
Gains on disposal of properties
Net foreign exchange losses/(gains)
Other operating income
2015
million
2014
(restated)
million
Strategic report
3. OPERATING COSTS
At 30 June 2015 the group had, on afull time equivalent basis, 32,409
(2014 26,588; 2013 28,056) employees. The average number of
employees of the group, including part time employees, for the year
was 34,179 (2014 27,958; 2013 28,545).
4. EXCEPTIONAL ITEMS
Accounting policies
IAS1 (Revised) Presentation of financial statements requires
material items of income and expense to be disclosed separately.
Critical accounting estimates and judgements
Exceptional items are those that in managements judgement
need to be disclosed by virtue of their size or nature. Such items
are included within the income statement caption to which
they relate, and are separately disclosed in the notes to the
consolidated financial statements.
2015
million
2014
million
2013
million
(47)
(98)
(35)
(25)
(30)
(36)
(8)
(146)
(41)
(264)
(50)
Other
Korea settlement (d)
20
(269)
(427)
(99)
Non-operating items
Step ups
103
140
63
(10)
Sale of businesses
Bushmills (h)
Gleneagles Hotel (j)
Nuvo (k)
174
73
(83)
Other
Guarantee (l)
Exceptional items
beforetaxation
Items included in taxation (note 7)
Exceptional items in
continuingoperations
Discontinued operations net
oftaxation (note 8)
Total exceptional items
(30)
373
140
(83)
104
(287)
(182)
51
99
55
155
(188)
(127)
(83)
155
(271)
(127)
156
(146)
Attributable to:
Equity shareholders of the
parent company
Non-controlling interests
Total exceptional items
(1)
(125)
155
(271)
Accounting policies
Net interest includes interest income and charges in respect of
financial instruments and the results of hedging transactions used
to manage interest rate risk.
Finance charges directly attributable to the acquisition,
construction or production of aqualifying asset, being an asset
that necessarily takes asubstantial period of time to get ready
forits intended use or sale, are added to the cost of that asset.
Borrowing costs which are not capitalised are recognised in
theincome statement based on the effective interest method.
Allother finance charges are recognised primarily in the income
statement in the year in which they are incurred.
Net other finance charges include items in respect of post
employment plans, the discount unwind of long term obligations
and hyperinflation charges. The results of operations in
hyperinflationary economies are adjusted to reflect the changes
in the purchasing power of the local currency of the entity before
being translated to sterling.
Interest income
Fair value gain on interest
rateinstruments
162
109
99
61
115
155
223
224
254
(102)
(40)
(28)
(17)
(20)
(20)
(409)
(395)
(454)
(55)
(117)
(151)
(583)
(572)
(653)
(360)
(348)
(399)
13
17
21
17
(26)
(29)
(38)
Unwinding of discounts
(14)
(9)
(16)
2014
million
2013
million
(117)
(104)
(61)
Korea settlement
(74)
Guarantee
(30)
Thalidomide
(19)
(59)
(23)
(240)
(163)
(84)
2013
million
2015
million
Exceptional restructuring
2014
million
(13)
Hyperinflation adjustment
(17)
(13)
(4)
(3)
(6)
(5)
(73)
(57)
(63)
(52)
(40)
(58)
Financial statements
2015
million
Governance
(i) On 29 May 2015, Diageo acquired the remaining 50% equity stake of
one of the groups joint ventures in South Africa. The difference between
the fair value and the book value of the 50% that Diageo already owned
is disclosed as an exceptional step up loss.
Strategic report
On 27 February 2015, Diageo acquired the 50% of Don Julio B.V. that
it did not already own and the carrying value of the joint venture of
40million was derecognised and the group accounted for Don Julio
B.V. as asubsidiary.
On 29 May 2015, Diageo acquired the remaining 50% equity stake
of one of the groups joint ventures in South Africa that it did not
already own. From that date the carrying value of the joint venture
of 22 million was derecognised and the group accounted for it as
asubsidiary.
(a) An analysis of the movement in the groups investments in
associates and joint ventures is as follows:
Mot
Hennessy
million
USL and
others
million
Total
million
2,204
317
2,521
(169)
(125)
(294)
Additions
483
483
399
399
246
252
Dividends
(197)
(31)
(228)
68
68
At 30 June 2014
2,152
1,049
3,201
Exchange differences
(205)
(200)
(5)
Capital injection
21
21
Step acquisitions
(852)
(852)
164
11
175
(82)
(82)
(148)
(35)
(183)
56
56
(41)
(41)
(14)
(14)
2,010
66
2,076
Impairment charge(ii)
Share of movements in other
comprehensive income and
equity
At 30 June 2015
(i) On 28 July 2015, Diageo has agreed to dispose its equity interests in and loans to DHN Drinks,
Sedibeng Limited and Namibia Breweries Limited. The cashconsideration receivable is in excess
of the aggregate book value. The net balances have been transferred to assets held for sale in the
consolidated balance sheet as at 30 June 2015.
(ii) In the year ended 30 June 2015 an exceptional impairment charge of 41 million was charged
to other operating expenses in respect of the groups 45.56% equity investment in Hanoi Liquor
Joint Stock Company (Halico). Forecast and long term growth assumptions have been reduced
principally due to increased competition in the Vietnamese spirits market and synergies arising
at aslower rate than originally anticipated. Apre-tax discount rate of 18% (2014 17%) has been
used to calculate the net present value of the cash flows generated by Halico.
(b) Income statement information for the three years ended 30 June 2015 and balance sheet information as at 30 June 2015 and 30 June 2014
of all associates and joint ventures aggregating 100% of the results of each investment, is as follows:
2015
Mot
Hennessy(i)
million
Others
million
2014
Mot
Hennessy(i)
million
USL(ii)
million
Others
million
2013
Mot
Hennessy(i)
million
Others
million
3,215
1,147
3,329
1,188
1,164
3,463
482
34
722
27
677
(12)
588
34
639
27
620
(18)
Net sales
1,058
(i) Mot Hennessy prepares its financial statements under IFRS as endorsed by the EU in euros to 31 December each year. The results are adjusted for alignment to Diageo accounting policies and are not
the same as the Wines & Spirits division of LVMH. They are translated at 1=1.31 (2014 1=1.20; 2013 1=1.21).
(ii) USL prepares its financial statements under Indian GAAP in Indian rupees to 31 March each year. The results are adjusted for alignment to Diageo accounting policies and are not the same as published
by USL. The results for the year ended 30 June 2014 were translated at 1=INR99.96.
Others
million
3,251
Non-current assets
2014
Mot
Hennessy(i)
million
166
USL(ii)
million
3,498
Others
million
2,079
647
Current assets
5,118
162
5,312
867
427
Total assets
8,369
328
8,810
2,946
1,074
(234)
(894)
(71)
(924)
(577)
Current liabilities
(1,562)
(103)
(1,558)
(909)
(302)
Total liabilities
(2,456)
(174)
(2,482)
(1,486)
(536)
5,913
154
6,328
1,460
538
Non-current liabilities
Net assets
Strategic report
2015
Mot
Hennessy(i)
million
(i) Including acquisition fair value adjustments principally in respect of Mot Hennessys brands and translated at 1=1.41 (2014 1=1.25).
(ii) Including acquisition fair value adjustments principally in respect of USLs brands and translated at 1=INR102.93.
(c) Information on transactions between the group and its associates and joint ventures is disclosed in note 20.
Governance
(d) Investments in associates and joint ventures comprise the cost of shares less goodwill written off on acquisitions prior to 1 July 1998
of974million (2014 2,144million), plus the groups share of post acquisition reserves of 1,102million (2014 1,057million).
(e) The associates and joint ventures have not reported in their latest financial statements any material contingent liabilities.
7. TAXATION
Financial statements
Accounting policies
Current tax is based on taxable profit for the year. Taxable profit is different from accounting profit due to temporary differences between
accounting and tax treatments, and due to items that are never taxable or tax deductible. Tax benefits are not recognised unless it is
probable that the tax positions are sustainable. Once considered to be probable, tax benefits are reviewed each year to assess whether
aprovision should be taken against full recognition of the benefit on the basis of potential settlement through negotiation and/or
litigation. Tax provisions are included in current liabilities. Interest and penalties on tax liabilities are provided for in the tax charge.
Full provision for deferred tax is made for temporary differences between the carrying value of assets and liabilities for financial
reporting purposes and their value for tax purposes. The amount of deferred tax reflects the expected recoverable amount and is based
onthe expected manner of recovery or settlement of the carrying amount of assets and liabilities, using the basis of taxation enacted or
substantively enacted by the balance sheet date. Deferred tax assets are not recognised where it is more likely than not that the assets
will not be realised in the future. No deferred tax liability is provided in respect of any future remittance of earnings of foreign subsidiaries
where the group is able to control the remittance of earnings and it is probable that such earnings will not be remitted in the foreseeable
future, or where no liability would arise on the remittance.
Critical accounting estimates and judgements
The group is required to estimate the corporate tax in each of the many jurisdictions in which it operates. The recognition of tax benefits
and assessment of provisions against tax benefits requires management judgement. In particular the group is routinely subject to tax
audits in many jurisdictions, which by their nature are often complex and can take several years to resolve. Provisions are based on
managements interpretation of country specific tax law and the likelihood of settlement. However the actual tax liabilities could differ from
the provision and in such event the group would be required to make an adjustment in asubsequent period which could have amaterial
impact on the groups profit for the year.
The evaluation of deferred tax assets recoverability requires judgements to be made regarding the availability of future taxable income.
(a) Analysis of taxation charge for the year
Rest of world
Total
2014
million
2013
million
2015
million
2014
million
2013
million
2015
million
2014
million
2013
million
75
102
63
381
361
370
456
463
433
Current tax
Current year
Adjustments in respect of prior years
(4)
(15)
(8)
(15)
(12)
12
75
98
66
366
353
379
441
451
445
(7)
(32)
(46)
11
27
82
(5)
36
10
(1)
(3)
(1)
10
(22)
21
12
19
(2)
22
(3)
19
(50)
(15)
22
46
77
25
(4)
62
78
48
51
388
399
456
466
447
507
Deferred tax
Origination and reversal of temporary differences
Changes in tax rates
Adjustments in respect of prior years
Taxation on profit from continuing operations
United Kingdom
2015
million
2014
million
2013
million
Restructuring
(21)
(34)
(14)
Korea settlement
(30)
(65)
(16)
(28)
Brand impairment
Sale of businesses
Other
(51)
(99)
(55)
2015
million
2014
million
2013
million
(c) Taxation rate reconciliation and factors that may affect future tax charges
2,933
2,711
3,057
608
610
726
Elimination of notional tax on share of after tax results of associates and joint ventures
(36)
(56)
(46)
64
33
(5)
(358)
(283)
(331)
125
182
154
(1)
(15)
31
466
447
507
The table above reconciles the notional taxation charge calculated at the UK tax rate, to the actual total tax charge. As agroup operating in
multiple countries, the actual tax rates applicable to profits in those countries are different from the UK tax rate. The impact is shown in the
table above as differences in overseas tax rates. The groups worldwide business leads to the consideration of anumber of important factors
which may affect future tax charges, such as: the levels and mix of profitability in different jurisdictions, transfer pricing regulations, tax rates
imposed and tax regime reforms, acquisitions, disposals, restructuring activities, and settlements or agreements with tax authorities.
The group has anumber of tax audits ongoing worldwide but does not currently expect material additional tax exposures to arise, above
the amounts provided, as and when the audits are concluded.
(d) Deferred tax assets and liabilities
The amounts of deferred tax accounted for in the consolidated balance sheet comprise the following net deferred tax assets/(liabilities):
Property,
plant and
equipment
million
Intangible
assets
million
Post
employment
plans
million
Tax losses
million
Other
temporary
differences
million
Total
million
(164)
(1,526)
109
108
248
(1,225)
29
154
(14)
(7)
(17)
145
11
17
12
(45)
(12)
(39)
(51)
(126)
(1,361)
100
113
155
(1,119)
11
(79)
(1)
(5)
(6)
(80)
(55)
14
(30)
45
(25)
(73)
25
(44)
(16)
(446)
(12)
(472)
At 30 June 2013
Exchange differences
At 30 June 2014
Exchange differences
Acquisition of businesses
Reclassification
14
41
(55)
Sale of businesses
29
(2)
33
(124)
(1,898)
81
103
131
(1,707)
At 30 June 2015
Deferred tax on other temporary differences includes items such as the thalidomide provisions, restructuring provisions, share-based
payments and intra group sales of products.
2015
million
2014
million
189
246
(1,896)
(1,365)
(1,707)
(1,119)
Governance
2014
million
72
73
74
102
Accounting policies
Discontinued operations comprise disposal groups where they
represent amajor line of business or geographical area of
operations or business activities that the group no longer
participates in or did not form part of the groups operations.
Strategic report
8. DISCONTINUED OPERATIONS
148
176
Financial statements
OPERATING
ASSETS AND
LIABILITIES
2015
Total
million
2014
million
2013
million
220
1,941
10
109
10
17
275
43
58
58
Inventories
217
27
247
16
401
401
61
(5)
62
(5)
USL
million
Don Julio
million
1,721
248
(35)
(1)
(35)
(407)
(65)
(472)
10
50
10
64
(847)
(22)
(869)
Cash
Borrowings
(7)
(7)
(1)
1,460
212
(2)
1,670
13
173
1,281
105
33
1,419
16
83
21
Non-controlling interests
(641)
(641)
(8)
Step acquisitions
(982)
(115)
(16)
(1,113)
Consideration payable
1,118
202
15
1,335
21
277
1,118
202
14
1,334
28
284
(7)
Governance
Current tax
Deferred tax
Strategic report
Satisfied by:
Cash consideration paid
(8)
1,118
202
15
1,335
21
277
1,118
1,118
474
274
202
14
216
28
284
25
14
21
21
52
Cash acquired
(50)
(10)
(4)
(64)
Deposit (refunded)/paid
(11)
(11)
11
1,057
192
35
1,284
536
644
37
200
1,057
192
35
1,284
573
844
Don Julio
On 27 February 2015 Diageo purchased the 50% equity interest in Don Julio that it did not already own from Casa Cuervo. Don Julio is the
brand owner of Don Julio tequila and manufactures the spirit in Mexico. Don Julio has been fully consolidated for the period 27 February
to30 June 2015, and in that period contributed net sales of 23million and 6million of operating profit. In addition, directly attributable
integration and transaction costs of 8million (2014 2million) have been included in other external charges in the year. The fair values
ofthe assets and liabilities acquired are provisional and will be finalised in the year ending 30 June 2016.
Financial statements
Other
On 29 May 2015 the group also acquired the remaining 50% equity stake of one of the groups joint ventures in South Africa. The fair values of the
assets and liabilities acquired are provisional and will be finalised in the year ending 30 June 2016.
Prior year acquisitions
In previous years, Diageo has made anumber of acquisitions of brands, distribution rights and equity interests in drinks businesses. In the two
years ended 30 June 2014 the following acquisitions have been made:
Fair value of net assets acquired
Brands
million
Goodwill
million
Other
million
Location
768
India
302
502
115
46
China
284
145
79
60
Brazil
Ypica cachaa
55
10
16
29
Cash paid(i)
million
United Spirits
Limited(ii)
13 May 2013
to31January 2014
SJF Holdco and
Shuijingfang
27 January 2007
to 2 August 2013
Ypica
9 August 2012
Other(iii)
Status
(i) Includes amounts paid in respect of these acquisitions prior to 30 June 2012.
(ii) Excludes 1,118 million paid for additional 26% investment in USL on 2 July 2014 and includes transaction costs of 33 million on the initial acquisition of shares in USL when the investment was accounted
for as an associate.
(iii) Other primarily includes acquisitions in the United States and South Africa.
Other
million
Total
million
Sale consideration
458
543
1,001
Cash disposed of
(2)
(15)
(17)
(6)
(6)
450
528
978
(1)
(2)
(3)
(3)
(3)
446
526
972
(144)
Goodwill
(44)
(44)
(51)
(67)
(118)
(404)
(404)
(78)
Brands
(75)
(3)
15
19
10
Inventories
Current tax
Deferred tax
30
33
(272)
(453)
(725)
174
73
247
Governance
Accounting policies
Acquired intangible assets are held on the consolidated balance sheet at cost less accumulated amortisation and impairment losses.
Acquired brands and other intangible assets are initially recognised at fair value when they are controlled through contractual or other legal
rights, or are separable from the rest of the business, and the fair value can be reliably measured. Where these assets are regarded as having
indefinite useful economic lives, they are not amortised.
Goodwill represents the excess of the aggregate of the consideration transferred, the value of any non-controlling interests and the fair
value of any previously held equity interest in the subsidiary acquired over the fair value of the identifiable net assets acquired. Goodwill
arising on acquisitions prior to 1 July 1998 was eliminated against reserves, and this goodwill has not been reinstated. Goodwill arising
subsequent to 1 July 1998 has been capitalised.
Amortisation and impairment of intangible assets is based on their useful economic lives and are amortised on astraight-line
basis overthose lives and reviewed for impairment whenever events or circumstances indicate that the carrying amount may not be
recoverable. Goodwill and intangible assets that are regarded as having indefinite useful economic lives are not amortised and are
reviewed for impairment at least annually or when there is an indication that the assets may be impaired. Impairment reviews compare
thenet carrying value with the recoverable amount (value in use or fair value less cost to sell). Amortisation and any impairment write
downs are charged toother operating expenses in the income statement.
Computer software is amortised on astraight-line basis to estimated residual value over its expected useful life. Residual values and
useful lives are reviewed each year. Subject to these reviews, the estimated useful lives are up to eight years.
Strategic report
Computer
software
million
Total
million
6,397
(568)
10
5,839
157
1,903
(144)
7,755
1,395
(197)
16
(1)
1,213
(57)
1,419
(44)
2,531
1,255
(134)
1,121
96
38
1,256
471
(20)
44
(2)
493
(7)
40
(15)
511
9,518
(919)
26
44
(3)
8,666
189
3,360
(188)
41
(15)
12,053
185
(13)
260
432
3
435
18
(6)
12
(2)
10
55
(2)
3
56
60
247
(15)
44
(1)
275
(2)
56
(12)
317
505
(36)
47
260
(1)
775
(1)
60
(12)
822
7,320
5,407
6,212
2,521
1,201
1,377
1,196
1,065
1,200
194
218
224
11,231
7,891
9,013
Goodwill
million
Financial statements
Cost
At 30 June 2013
Exchange differences
Acquisition of businesses
Other additions
Disposals
At 30 June 2014
Exchange differences
Acquisition of businesses
Sale of businesses
Other additions
Other disposals
At 30 June 2015
Amortisation and impairment
At 30 June 2013
Exchange differences
Amortisation for the year
Exceptional impairment
Disposals
At 30 June 2014
Exchange differences
Amortisation for the year
Other disposals
At 30 June 2015
Carrying amount
At 30 June 2015
At 30 June 2014
At 30 June 2013
Brands
million
(a) Brands
At 30 June 2015, the principal acquired brands, all of which are regarded as having indefinite useful economic lives, are as follows:
Principal markets
2015
million
2014
million
India
972
856
United States
933
Captain Morgan
Global
765
702
Global
625
625
Smirnoff vodka
Global
525
482
Korea
494
501
Turkey
403
469
Greater China
232
214
United States
206
Signature whisky
India
183
South Africa
179
179
India
154
Antiquity whisky
India
151
United States
142
130
Global
122
112
United States
121
111
119
Yen Raki
Bells whisky
Western Europe
119
Bagpiper whisky
India
104
Ypica cachaa
Brazil
94
121
Gordons gin
Other brands
2014
million
217
199
Western Europe
106
165
Turkey
409
476
86
83
98
117
107
1,320
Asia Pacific
Greater China
India
Other cash-generating units
168
169
2,521
1,201
796
786
7,320
5,407
North America
UnitedStates
Terminal
growth
rate
%
2014
Pre-tax
discount
rate(i)
%
Terminal
growth
rate
%
Western Europe
10
11
Turkey
15
16
Africa Regional
Markets
21
22
South Africa
19
16
Brazil
13
13
Mexico
20
16
10
Europe
Africa
Latin America
andCaribbean
Asia Pacific
9
11
Greater China
11
12
India
19
18
Korea
Government grants
Government grants are not recognised until there is reasonable
assurance that the group will comply with the conditions
pursuant to which they have been granted and that the grants
will be received. Government grants in respect of property,
plant and equipment are deducted from the asset that they
relate to, reducing the depreciation expense charged to the
incomestatement.
Leases
Where the group has substantially all the risks and rewards of
ownership of an asset subject to alease, the lease is treated as
afinance lease. Assets held under finance leases are recognised
as assets of the group at their fair value at the inception of the
lease. The corresponding liability to the lessor is included in
other financial liabilities on the consolidated balance sheet.
Leasepayments are apportioned between interest expense and
areduction of the lease obligation so as to achieve aconstant
rate of interest on the remaining balance of the liability. Other
leases are treated as operating leases, with payments and receipts
taken to the income statement on astraight-line basis over the life
ofthelease.
Accounting policies
Land and buildings are stated at cost less accumulated
depreciation. Freehold land is not depreciated. Leaseholds are
depreciated over the unexpired period of the lease. Other
property, plant and equipment are depreciated on astraight-line
basis to estimated residual values over their expected useful lives,
and these values and lives are reviewed each year. Subject to
these reviews, the estimated useful lives fall within the following
ranges: buildings 10 to 50 years; within plant and equipment
casks and containers 15 to 50 years; other plant and equipment
5 to 25 years; fixtures and fittings 5 to 10 years; and returnable
bottles and crates 5 to 10 years.
Reviews are carried out if there is an indication that assets may
be impaired, to ensure that property, plant and equipment are not
carried at above their recoverable amounts.
Financial statements
2015
Pre-tax
discount
rate(i)
%
Governance
Long term growth rate, period of growth and terminal growth rate
The terminal growth rates applied at the end of the forecast period
are the long term annual inflation rate of the country obtained from
external sources. For some intangible assets, management expects to
achieve growth, driven by Diageos sales, marketing and distribution
expertise, which is significantly in excess of the terminal growth rates
for the applicable countries or regions. In these circumstances, the
recoverable amount is calculated based on afive-year detailed plan
and extended by up to an additional ten years using the annual
growth rate of the real gross domestic product (GDP) of the country
or region aggregated with its inflation rate, adjusted to take into
account circumstances specific to the group. In the calculation of the
terminal value, amaximum of the long term annual inflation rate of
the country is used as the terminal growth rate.
For goodwill, these assumptions are based on the cashgenerating unit or group of units to which the goodwill is attributed.
For brands, they are based on aweighted average taking into
account the country or countries where sales are made.
The pre-tax discount rates and terminal growth rates used for
impairment testing are as follows:
Strategic report
Discount rate
The discount rates used are the weighted average cost of capital
which reflects the returns on government bonds specific to the
cash-generating units to which the goodwill is attributed or the
countries where the brands are sold or returns on government
bondsissued by triple A rated countries with amaturity of ten years,
and an equity risk premium adjusted for specific industry. Further risk
premiums are applied according to managements assessment of
therisks in respect of the individual cash flows. The group applies
post-tax discount rates to post-tax cash flows as the valuation
calculated using this method closely approximates to applying
pre-tax discount rates to pre-tax cash flows.
Cost
At 30 June 2013
Exchange differences
Acquisition of businesses
Other additions
Disposals
Transfers
At 30 June 2014
Exchange differences
Acquisition of businesses
Sale of businesses
Other additions
Other disposals
Transfers
At 30 June 2015
Depreciation
At 30 June 2013
Exchange differences
Depreciation charge for the year
Exceptional accelerated depreciation and impairment
Disposals
At 30 June 2014
Exchange differences
Depreciation charge for the year
Exceptional accelerated depreciation and impairment
Sale of businesses
Other disposals
At 30 June 2015
Carrying amount
At 30 June 2015
At 30 June 2014
At 30 June 2013
Land and
buildings
million
Plant and
equipment
million
Fixtures
and
fittings
million
Returnable
bottles and
crates
million
Under
construction
million
Total
million
1,325
(97)
1
68
(49)
85
1,333
(40)
148
(105)
51
(13)
73
1,447
3,301
(270)
204
(221)
205
3,219
(119)
110
(73)
181
(66)
210
3,462
125
(13)
18
(10)
120
(5)
4
(7)
13
(3)
3
125
499
(61)
32
(17)
24
477
(44)
35
(20)
16
464
377
(28)
318
(314)
353
(11)
13
(1)
297
(1)
(302)
348
5,627
(469)
1
640
(297)
5,502
(219)
275
(186)
577
(103)
5,846
386
(31)
75
1
(40)
391
(8)
46
(20)
(6)
403
1,436
(118)
170
19
(209)
1,298
(64)
215
23
(43)
(56)
1,373
89
(10)
11
1
(10)
81
(6)
13
(5)
83
291
(31)
41
(6)
295
(28)
42
(16)
293
2,202
(190)
297
25
(265)
2,069
(106)
316
23
(68)
(78)
2,156
1,044
942
939
2,089
1,921
1,865
42
39
36
171
182
208
344
349
377
3,690
3,433
3,425
(a) The net book value of land and buildings comprises freeholds of 975million (2014 862million), long leaseholds of 20million (2014
36million) and short leaseholds of 49million (2014 44million). Depreciation was not charged on 144million (2014 129million) of land.
(b) At 30 June 2015, tangible fixed assets held under finance leases amounted to 294million (2014 303million), principally in respect of
plant and equipment. Depreciation on these assets was 17million (2014 20million).
(c) Property, plant and equipment is net of agovernment grant of 118million (2014 108million) received in prior years in respect of the
construction of arum distillery in the United States Virgin Islands.
Loans (b)
million
Others (c)
million
Total
million
350
(6)
55
(399)
50
(6)
26
(19)
12
1
(6)
412
(11)
26
(25)
55
(399)
5
56
(2)
27
(25)
7
1
58
20
5
63
(1)
58
27
(25)
20
(33)
23
86
(33)
109
United Kingdom(i)
Ireland(ii)
United States
Date of valuation
31 March 2012
30 December 2012
1 January 2015
(i) The triennial valuation of the Diageo Pension Scheme (the UK Scheme) as at 31 March 2015 is
in progress and the results of this valuation are expected to be agreed by Diageo and the trustee
later in calendar year 2015. The UK Scheme closed to new members in November 2005. Employees
who have joined Diageo in the United Kingdom since the defined benefit scheme closed have
been eligible to become members of the Diageo Lifestyle Plan (a cash balance defined benefit
pension plan).
(ii) The Guinness Ireland Group Pension Scheme in Ireland (the Irish Scheme) closed to new members
in May 2013. Employees who have joined Diageo in Ireland since the defined benefit scheme closed
have been eligible to become members of Diageo administered defined contribution plans.
Financial statements
United
Spirits
Limited
million
Accounting policies
The groups principal pension funds are defined benefit plans.
Inaddition, the group has defined contribution plans, unfunded
post employment medical benefit liabilities and other unfunded
defined benefit post employment liabilities. For post employment
plans, other than defined contribution plans, the amount charged
to operating profit is the cost of accruing pension benefits
promised to employees over the year, plus any changes arising
onbenefits granted to members by the group during the year. Net
finance charges comprise the net deficit/asset on the plans at the
beginning of the financial year, adjusted for cash flows in the year,
multiplied by the discount rate for plan liabilities. The differences
between the fair value of the plans assets and the present value
ofthe plans liabilities are disclosed as an asset or liability on the
consolidated balance sheet. Any differences due to changes in
assumptions or experience are recognised in other comprehensive
income. The amount of any pension fund asset recognised on the
balance sheet is limited to any future refunds from the plan or the
present value of reductions in future contributions to the plan.
Contributions payable by the group in respect of defined
contribution plans are charged to operating profit as incurred.
Governance
Accounting policies
Available-for-sale investments are non-derivative financial
assets that are either designated as such upon initial
recognition or not classified in any of the otherfinancial assets
categories.Theyare included in non-current assets.Subsequent
to initial measurement, available-for-sale investments are stated
at fair value. Gains and losses arising from the changes in fair
value are recognised in other comprehensive income until the
investment is disposed of or impaired, when the accumulated
gains and losses are recycled to the income statement. Interest
and dividends from available-for-sale investments are recognised
inthe consolidated income statement.
Loans receivable are non-derivative financial assets with
fixedor determinable payments that are not quoted on an
activemarket. They are subsequently measured at amortised
costusingthe effective interest method less allowance for
impairment. Allowancesare made where there is evidence
ofariskof nonpayment taking into account ageing, previous
experience andgeneral economicconditions.
Strategic report
The assets of the UK and Irish pension plans are held in separate
trusts administered by trustees who are required to act in the best
interests of the plans beneficiaries. For the UK Scheme, the trustee is
Diageo Pension Trust Limited. As required by legislation, one-third of
the directors of the Trust are nominated by the members of the UK
Scheme, two member nominated directors have been appointed
from the pensioner member community and two from the active
member community. For the Irish Scheme Diageo Ireland makes four
nominations and appoints three further candidates nominated by
representative groupings.
The amounts charged to the consolidated income statement
forthe groups defined benefit post employment plans and the
consolidated statement of comprehensive income for the three
yearsended 30 June 2015 are as follows:
2015
million
2014
million
2013
million
(120)
(118)
(115)
26
(114)
(92)
(104)
(12)
(38)
(127)
(104)
(142)
411
306
349
Experience gains
103
24
71
(400)
(453)
(298)
(49)
123
(172)
123
(4)
Plan
assets
million
Plan
liabilities
million
Net
deficit
million
(536)
7,082
(7,618)
Exchange differences
(164)
215
51
307
(411)
(104)
306
(478)
(172)
288
288
(3)
(342)
342
7,480
(7,953)
(473)
(144)
177
33
Employee contributions
Benefits paid
At 30 June 2014
Exchange differences
33
(40)
(7)
Sale of businesses
(20)
30
10
(127)
Acquisition of businesses
Charge before taxation
290
(417)
411
(288)
123
184
184
Employee contributions
Benefits paid
(7)
(358)
358
7,883
(8,140)
(257)
2014
Plan
liabilities
million
Plan
assets
million
Plan
liabilities
million
Pensions
At 30 June 2013
At 30 June 2015
(13)
(i)
The movement in the net deficit for the two years ended 30June 2015
is set out below:
123
(169)
119
5,922
(5,621)
5,496
(5,380)
Ireland
1,295
(1,554)
1,385
(1,695)
United States
401
(420)
369
(399)
Other
212
(242)
218
(235)
(203)
United Kingdom
2014
million
2013
million
United Kingdom
(62)
(39)
(71)
Ireland
(22)
(28)
(26)
United States
(24)
(25)
(28)
Other
(19)
(12)
(17)
(127)
(104)
(142)
(218)
52
(85)
11
(41)
7,883
(8,140)
7,480
(7,953)
Funded plans
Unfunded plans
Noncurrent
liabilities
million
436
(447)
436
2014
Noncurrent
assets(i)
million
Noncurrent
liabilities
million
251
(488)
(248)
(238)
(695)
251
(726)
Strategic report
Governance
The following weighted average assumptions were used to determine the groups deficit/surplus in the main post employment plans at
30June in the relevant year. The assumptions used to calculate the charge/credit in the consolidated income statement for the year ended
30June are based on the assumptions disclosed as at the previous 30 June.
United Kingdom
2015
%
2014
%
2013
%
Ireland
2015
%
2014
%
United States(i)
2013
%
2015
%
2014
%
2013
%
4.4
4.4
4.4
3.1
2.5
3.1
3.4
3.5
3.6
1.7
1.7
1.8
2.2
2.3
2.3
1.6
1.5
1.7
3.8
4.2
4.6
2.6
3.0
3.6
4.3
4.2
4.5
Inflation CPI
2.2
2.3
2.3
1.6
1.5
1.7
1.7
2.1
1.8
Inflation RPI
3.2
3.3
3.3
For the main UK and Irish pension funds, the table below illustrates the expected age at death of an average worker who retires currently
atthe age of 65, and one who is currently aged 45 and subsequently retires at the age of 65:
United Kingdom(i)
2015
Age
2014
Age
Ireland(ii)
2013
Age
2015
Age
2014
Age
United States
2013
Age
2015
Age
2014
Age
2013
Age
Financial statements
(i) The salary increase assumption in the United States is not asignificant assumption as only aminimal amount of members pension entitlement is dependent on amembers projected final salary.
(ii) The salary increase assumptions include an allowance for age related promotional salary increases.
86.6
86.4
86.3
86.0
85.9
85.7
86.7
86.6
84.5
Female
88.5
88.4
88.3
88.7
88.6
88.5
88.9
88.8
86.4
Male
88.8
88.9
88.3
88.9
88.8
88.6
88.4
88.3
86.0
Female
91.4
91.0
90.5
91.6
91.5
91.3
90.6
90.5
87.2
For the significant assumptions, the following sensitivity analyses give an estimate of the potential impacts on the consolidated income
statement for the year ended 30 June 2015 and on the plan liabilities at 30 June 2015:
United Kingdom
Operating
profit
million
Profit
after
taxation
million
Ireland
Plan Operating
profit
liabilities(i)
million
million
Profit
after
taxation
million
Plan Operating
liabilities(i)
profit
million
million
Profit
after
taxation
million
Plan
liabilities(i)
million
25
20
433
126
31
(22)
(17)
(484)
(5)
(4)
(145)
(2)
(1)
(32)
(12)
(20)
(16)
(394)
(6)
(5)
(112)
(1)
(1)
19
15
384
82
11
(10)
(8)
(222)
(2)
(2)
(55)
(1)
(1)
(18)
(i) The estimated effect on the liabilities excludes the impact of any interest rate and inflation swaps entered into by the pension plans.
(1) The sensitivity analyses above have been determined based on reasonably possible changes of the respective assumptions and may not be representative of the actual change. Each sensitivity is calculated
on achange in the key assumption while holding all other assumptions constant.
(i) Based on the CMI birth year tables with scaling factors based on the experience of the plan and with suitable future improvements.
(ii) Based on the 00 series of mortality tables with scaling factors based on the experience of the plan and with suitable future improvements.
2014
United
Kingdom
million
Ireland
million
United
States and
other
million
Quoted
812
395
254
1,461
1,222
433
249
1,904
297
18
317
281
22
305
Fixed-interest government
178
117
37
332
319
64
36
419
Total
million
United
Kingdom
million
Ireland
million
United
States and
other
million
Total
million
Equities
Bonds
Inflation-linked government
826
133
968
857
100
961
861
210
251
1,322
835
362
210
1,407
Non-investment grade
265
31
14
310
224
12
11
247
Loan securities
614
123
737
469
143
612
1,980
1,980
710
710
Repurchase agreements
Liability Driven Investment (LDI)
Property unquoted
Hedge funds
Interest rate and inflation swaps
Cash and other
Total bid value of assets
80
20
100
665
83
10
758
525
75
608
122
122
202
127
329
(801)
50
(751)
(295)
60
(235)
145
73
227
147
59
213
5,922
1,295
666
7,883
5,496
1,385
599
7,480
(1) The asset classes include some cash holdings that are temporary. This cash is likely to be invested imminently and so has been included in the asset class where it is anticipated to be invested in the long term.
(2) Within the Irish Schemes plan assets above there is 0.6 million invested in the ordinary shares of Diageo plc.
actuarial triennial valuation without allowing for the value of the PFP,
then Diageo can exit the PFP with the agreement of the trustees.
Thegroup has also agreed to make conditional contributions into
escrow if the deficit at the 2015 or 2018 actuarial triennial valuation
isin excess of 211 million and 84 million, respectively. The escrow
account would be payable to the UK Scheme by 31 March 2019.
Irish plans
The group has also agreed adeficit funding arrangement with the
trustees of the Irish Scheme under which it contributes to the Irish
Scheme 21 million (16 million) per annum until the year ending
30 June 2029. The agreement also provides for additional cash
contributions into escrow of up to 188 million (144 million) if an
equivalent reduction in the deficit is not achieved over the 18 year
period from 2010 to 2028. As part of this funding plan, Diageo has
granted to the Irish Scheme acontingent asset comprising
mortgages over certain land and buildings and fixed and floating
charges over certain receivables of the group up to avalue of
200million (153 million). During the year ended 30 June 2014 the
group made an additional one off cash contribution of 100 million
(85 million) to the Irish plans.
United Kingdom
Ireland
United States
2015
million
2014
million
2015
million
2014
million
2015
million
2014
million
233
217
70
73
42
34
802
804
344
360
149
134
2,501
2,525
696
718
337
307
Strategic report
2,841
2,925
672
701
237
230
6,360
6,882
1,199
1,297
229
236
12,737
13,353
2,981
3,149
994
941
years
years
years
years
years
years
17
17
18
18
11
12
Total
Average duration of the defined benefit obligation
The projected benefit payments are based on the assumptions underlying the assessment of the obligations, including inflation. They are
disclosed undiscounted and therefore appear large relative to the discounted value of the plan liabilities recognised in the consolidated balance
sheet. They are in respect of benefits that have accrued at the balance sheet date and make no allowance for any benefits accrued subsequently.
Governance
Between 16 to 25 years
Beyond 25 years
2015
million
2014
million
333
306
66
59
3,586
3,300
589
557
4,574
4,222
2015
million
2014
million
55
84
2,988
2,635
3,043
2,719
Financial statements
2014
million
52
64
Exchange differences
(2)
(6)
29
14
(25)
(20)
(1)
53
52
Accounting policies
Inventories are stated at the lower of cost and net realisable
value. Cost includes raw materials, direct labour and expenses, an
appropriate proportion of production and other overheads, but
not borrowing costs. Cost is calculated at the weighted average
cost incurred in acquiring inventories. Maturing inventories which
are retained for more than one year are classified as current assets,
as they are expected to be realised in the normal operating cycle.
Trade and other receivables are initially recognised at fair value
less transaction costs and subsequently carried at amortised
costs less any allowance for discounts and doubtful debts.
Trade and other payables are initially recognised at fair
value including transaction costs and subsequently carried
atamortisedcosts.
Provisions are liabilities of uncertain timing or amount.
Aprovision is recognised if, as aresult of apast event, the group
has apresent legal or constructive obligation that can be
estimated reliably, and it is probable that an outflow of economic
benefits will be required to settle the obligation. Provisions
are calculated on adiscounted basis. The carrying amounts of
provisions are reviewed at each balance sheet date and adjusted
to reflect the current best estimate.
(a) Inventories
2014
2015
2014
Current
liabilities
million
Non-current
liabilities
million
Current
liabilities
million
Non-current
liabilities
million
Current
assets
million
Noncurrent
assets
million
Current
assets
million
Noncurrent
assets
million
Trade payables
883
903
1,933
2,004
Interest payable
77
101
Interest receivable
23
20
Other receivables
297
38
286
94
Prepayments
146
142
13
546
494
Other payables
524
40
494
81
Accruals
879
785
Trade receivables
Accrued income
36
47
2,435
46
2,499
107
2014
million
1,806
1,895
Overdue 1 30 days
47
46
Overdue 31 60 days
22
22
Overdue 61 90 days
11
10
32
16
15
15
1,933
2,004
Not overdue
Deferred income
63
65
Exchange differences
(6)
(3)
21
10
Written off
(7)
(9)
71
63
10
94
Thalidomide Restructuring
million
million
Other
million
Total
million
200
88
97
385
(2)
(2)
Provisions charged
during the year
11
118
129
Provisions utilised
during the year
(19)
(46)
(118)
(183)
(2)
At 30 June 2014
Exchange differences
Transfers
Unwinding of
discounts
Current liabilities
2014
million
23
2,800
(d) Provisions
Non-current liabilities
2015
million
15
69
At 30 June 2015
34
2,943
12
12
191
49
103
343
13
47
45
105
178
58
238
191
49
103
343
The groups funding, liquidity and exposure to foreign currency and interest rate risks are managed by the groups treasury department.
Thetreasury department uses arange of financial instruments to manage these underlying risks.
Treasury operations are conducted within aframework of board-approved policies and guidelines, which are recommended and
monitored by the finance committee, chaired by the chief financial officer. The policies and guidelines include benchmark exposure and/or
hedge cover levels for key areas of treasury risk which are periodically reviewed by the board following, for example, significant business,
strategic or accounting changes. The framework provides for limited defined levels of flexibility in execution to allow for the optimal
Hedge accounting
The group designates and documents certain derivatives as hedging instruments against changes in fair value of recognised assets and
liabilities (fair value hedges), highly probable forecast transactions or the cash flow risk from achange in exchange or interest rates (cash
flow hedges) and hedges of net investments in foreign operations (net investment hedges). The effectiveness of such hedges is assessed
atinception and at least on aquarterly basis, using prospective and retrospective testing. Methods used for testing effectiveness include
dollar offset, critical terms, regression analysis and hypothetical derivative method.
Fair value hedges are used to manage the currency and/or interest rate risks to which the fair value of certain assets and liabilities are
exposed. Changes in the fair value of the derivatives are recognised in the income statement, along with any changes in the relevant fair
value of the underlying hedged asset or liability.
If such ahedge relationship is de-designated, fair value movements on the derivative continue to be taken to the income statement
while any fair value adjustments made to the underlying hedged item to that date are amortised through the income statement over its
remaining life using the effective interest rate method.
Cash flow hedges are used to hedge the foreign currency risk of highly probable future foreign currency cash flows, as well as the cash
flow risk from changes in exchange or interest rates. The effective portion of the gain or loss on the hedges is recognised in other
comprehensive income, while any ineffective part is recognised in the income statement. Amounts recorded in other comprehensive
income are recycled to the income statement in the same period in which the underlying foreign currency or interest exposure affects
theincome statement.
Net investment hedges take the form of either foreign currency borrowings or derivatives. Foreign exchange differences arising on
translation of net investments are recorded in other comprehensive income and included in the exchange reserve. Liabilities used as
hedging instruments are revalued at closing exchange rates and the resulting gains or losses are also recognised in other comprehensive
income to the extent that they are effective, with any ineffectiveness taken to the income statement. Foreign exchange contracts hedging
net investments are carried at fair value. Effective fair value movements are recognised in other comprehensive income, with any
ineffectiveness taken to the income statement.
Financial statements
Accounting policies
Financial assets and liabilities are initially recorded at fair value including any directly attributable transaction costs. For those financial assets
that are not subsequently held at fair value, the group assesses whether there is evidence of impairment at each balance sheet date.
The group classifies its financial assets and liabilities into the following categories: loans and receivables, available-for-sale investments,
financial assets and liabilities at fair value through profit and loss and other financial liabilities at amortised cost.
The accounting policies for available-for-sale investments and loans are described in note 12, for trade and other receivables in note 14
and for cash and cash equivalents in note 16.
Financial assets and liabilities at fair value through profit or loss include derivative assets and liabilities. Where financial assets or liabilities
are eligible to be carried at either amortised cost or fair value the group does not apply the fair value option.
Derivative financial instruments are carried at fair value using adiscounted cash flow technique based on market data applied
consistently for similar types of instruments. Gains and losses on derivatives that do not qualify for hedge accounting treatment are taken
tothe income statement as they arise.
Other financial liabilities are carried at amortised cost unless they are part of afair value hedge relationship. The difference between
theinitial carrying amount of the financial liabilities and their redemption value is recognised in the income statement over the contractual
terms using the effective interest rate method.
Governance
Strategic report
RISK
MANAGEMENT
AND CAPITAL
STRUCTURE
2014
million
million
Fixed rate
(4,564)
48
(4,922)
56
Floating rate(i)
(4,818)
51
(3,757)
42
Impact of financial
derivatives and fair
value adjustments
Net borrowings
(145)
(171)
(9,527)
100
(8,850)
100
(i) The floating rate portion of net borrowings includes cash and cash equivalents,
collaterals, floating rate loans and bonds, bank overdrafts and finance lease
obligations.
(1) The analysis above also includes the impact of interest rate hedging instruments.
The table below sets out the average monthly net borrowings and
effective interest rate:
Average monthly net borrowings
2015
million
2014
million
2013
million
2015
%
2014
%
2013
%
10,459
9,174
8,267
3.5
3.8
4.9
(1) For this calculation, net interest charge excludes fair value adjustments to derivative
financial instruments and borrowings and average monthly net borrowings includes
the impact of interest rate swaps that are no longer in ahedge relationship but
excludes the market value adjustment for cross currency interest rate swaps.
Impact on income
statement
gain/(loss)
Impact on consolidated
comprehensive income
gain/(loss)(i),(ii)
2015
million
2014
million
2015
million
2014
million
(20)
(8)
(16)
(5)
20
17
(48)
(43)
(624)
(664)
40
35
512
545
Financial statements
Additional information for shareholders
Governance
(i) The groups foreign currency debt is used to hedge the net investments in foreign operations and as such the translation of foreign net investments mainly offsets the foreign
currency gains or losses on financial instruments recognised in other comprehensive income.
(ii) Impact on the consolidated statement of comprehensive income includes the impact on the income statement.
Strategic report
The sensitivity analysis estimates the impact of changes in interest and foreign exchange rates. All hedges are expected to be highly effective
for this analysis and it considers the impact of all financial instruments including financial derivatives, cash and cash equivalents, borrowings
and other financial assets and liabilities. The results of the sensitivity analysis should not be considered as projections of likely future events,
gains or losses as actual results in the future may differ materially due to developments in the global financial markets which may cause
fluctuations in interest and exchange rates to vary from the hypothetical amounts disclosed in the table below.
Due after
5 years
million
Total
million
Carrying
amount at
balance
sheet date
million
(9,838)
2015
Borrowings(i)
(1,920)
(2,556)
(968)
(4,365)
(9,809)
(340)
(479)
(334)
(1,434)
(2,587)
(68)
(38)
(50)
(70)
(104)
(262)
(262)
(13)
(19)
(16)
(23)
(71)
(2,172)
(54)
(143)
(2,369)
(2,353)
(4,483)
(3,158)
(1,531)
(5,926)
(15,098)
(12,521)
97
478
176
1,360
2,111
(162)
(374)
(110)
(1,154)
(1,800)
(65)
104
66
206
311
131
(1,564)
(1,891)
(1,905)
(3,806)
(9,166)
(9,214)
(349)
(482)
(345)
(1,522)
(2,698)
(91)
(32)
(59)
(48)
(152)
(291)
(291)
(15)
(25)
(19)
(29)
(88)
(2,066)
(185)
(8)
(3)
(2,262)
(2,223)
(4,026)
(2,642)
(2,325)
(5,512)
(14,505)
(11,819)
(ii), (iv)
246
528
60
719
1,553
(183)
(449)
(75)
(621)
(1,328)
63
79
(15)
98
225
164
Derivative instruments
(i) For the purpose of these tables above, borrowings are defined as gross borrowings excluding finance lease liabilities and fair value of derivative instruments as disclosed in
note16.
(ii) Primarily consists of trade and other payables that meet the definition of financial liabilities under IAS 32.
(iii) Carrying amount of interest on borrowings is included within interest payable in note 14.
(iv) The group has revised the disclosure of certain comparative amounts. The revised disclosure is consistent with the current year presentation.
2015
million
2014
million
688
1,535
632
1,541
1,050
2,229
3,217
(i) Of the facilities at 30 June 2014 $2,000 million (1,170 million) was not drawn down
and was cancelled on 2 July 2014.
2015
million
2014
million
80
80
Derivative assets
338
368
Derivative liabilities
(198)
(194)
140
174
(139)
(108)
(139)
(108)
2014
million
(108)
(115)
(14)
(1)
(11)
13
(9)
(7)
Settlement of liabilities
(139)
(108)
At 1 July
At 30 June
Financial statements
There were no transfers between levels during the two years ended
30June 2015 and 30 June 2014.
Governance
Strategic report
The groups financial assets and liabilities measured at fair value are
categorised as follows:
2015
Other investments and loans
Trade and other receivables
Cash and cash equivalents
Derivatives in fair value hedge
Derivatives in cash flow hedge
Derivatives in net investment hedge
Other instruments at fair value
Total other financial assets
Total financial assets
Borrowings(i)
Trade and other payables
Derivatives in cash flow hedge
Derivatives in net investment hedge
Other instruments at fair value
Finance leases
Total other financial liabilities
Total financial liabilities
Total net financial assets/(liabilities)
2014
Other investments and loans
Trade and other receivables
Cash and cash equivalents
Derivatives in fair value hedge
Derivatives in cash flow hedge
Derivatives in net investment hedge
Other instruments at fair value
Total other financial assets
Total financial assets
Borrowings(i)
Trade and other payables
Derivatives in cash flow hedge
Derivatives in net investment hedge
Other instruments at fair value
Finance leases
Total other financial liabilities
Total financial liabilities
Total net financial assets/(liabilities)
Availablefor-sale
million
Not categorised
as afinancial
instrument
million
Total
million
Current
million
Non-current
million
19
186
11
122
338
338
(51)
(52)
(234)
(337)
(337)
1
29
2,184
472
2,685
(9,838)
(2,291)
(262)
(262)
(12,391)
(9,706)
80
80
80
297
297
(721)
(721)
(424)
109
2,481
472
19
186
11
122
338
3,400
(9,838)
(3,012)
(51)
(52)
(234)
(262)
(599)
(13,449)
(10,049)
2,435
472
21
8
17
46
2,953
(1,921)
(2,943)
(31)
(52)
(35)
(38)
(156)
(5,020)
(2,067)
109
46
19
165
3
105
292
447
(7,917)
(69)
(20)
(199)
(224)
(443)
(8,429)
(7,982)
8
182
18
160
368
368
(20)
(67)
(215)
(302)
(302)
66
63
2,337
622
3,022
(9,214)
(2,253)
(291)
(291)
(11,758)
(8,736)
269
269
(641)
(641)
(372)
63
2,606
622
8
182
18
160
368
3,659
(9,214)
(2,894)
(20)
(67)
(215)
(291)
(593)
(12,701)
(9,042)
2,499
622
67
16
35
118
3,239
(1,576)
(2,800)
(6)
(67)
(41)
(32)
(146)
(4,522)
(1,283)
63
107
8
115
2
125
250
420
(7,638)
(94)
(14)
(174)
(259)
(447)
(8,179)
(7,759)
(i) Borrowings are defined as gross borrowings excluding finance lease liabilities and the fair value of derivative instruments.
At 30 June 2015 and 30 June 2014, the carrying values of cash and cash equivalents, other financial assets and liabilities approximate to fair
values. At 30 June 2015 the fair value of borrowings, based on unadjusted quoted market data, was 10,115 million (2014 9,662 million).
(j) Capital management
The groups management is committed to enhancing shareholder value in the long term, both by investing in the businesses and brands so
asto deliver continued improvement in the return from those investments and by managing the capital structure. Diageo manages its capital
structure to achieve capital efficiency, provide flexibility to invest through the economic cycle and give efficient access to debt markets at
attractive cost levels.This is achieved by targeting anet borrowing to EBITDA leverage of 2.5 3.0x, this range for Diageo being currently
broadly consistent with an A band credit rating. Diageo would consider operating outside of this range in order to effect strategic initiatives
within its stated goals, which could have an impact on its rating.If Diageos leverage was to be negatively impacted by the financing of an
acquisition, it would seek over time to return to the range of 2.5 3.0x.The group regularly assesses its debt and equity capital levels against
itsstated policy for capital structure.For this calculation net borrowings are adjusted by the pension deficit whilst EBITDA equals operating
profit excluding exceptional operating items and depreciation, amortisation and impairment and includes share of after tax results of
associatesand joint ventures.
Strategic report
90
129
193
59
800
292
13
1,576
438
437
350
582
729
377
676
355
581
174
784)
674
234
346
289
286
117
80
129
7,638
(25)
(8)
291
9,472
(622)
8,850
2015
million
2014
million
2013
million
1,921
1,576
1,852
2,607
1,894
2,220
970
1,972
2,509
4,340
3,772
3,488
9,838
9,214
10,069
During the year the following bonds were issued and repaid:
2015
million
2014
million
791
1,378
2,100
2013
million
Issued
denominated
US$ denominated
Repaid
denominated
(792)
(983)
US$ denominated
(330)
(488)
(869)
denominated(i)
(370)
(701)
(93)
1,231
(i) A bond of 370 million acquired on the purchase of USL was repaid using the
proceeds from the sale of the Whyte and Mackay Group.
2015
million
2014
million
8,850
8,403
77
921
(315)
(157)
(238)
764
(349)
869
39
32
9,527
8,850
90
354
444
76
478
477
2
1,921
382
635
795
412
359
601
399
633
189
855
351
597
255
378
315
312
127
213
109
7,917
(82)
(19)
262
9,999
(472)
9,527
Bank overdrafts
Commercial paper
Bank and other loans
Credit support obligations
1,000 million 6.625% bonds due 2014
US$ 500 million 3.25% bonds due 2015
US$ 750 million 5.3% bonds due 2015
US$ 750 million 0.625% bonds due 2016
Fair value adjustment to borrowings
Borrowings due within one year
US$ 750 million 5.3% bonds due 2015
US$ 750 million 0.625% bonds due 2016
US$ 600 million 5.5% bonds due 2016
US$ 1,000 million 1.5% bonds due 2017
US$ 1,250 million 5.75% bonds due 2017
US$ 650 million 1.125% bonds due 2018
500 million 1.125% bonds due 2019
850 million 1.125% bonds due 2019
US$ 696 million 4.828% bonds due 2020
US$ 1,000 million 2.875% bonds due 2022
US$ 300 million 8% bonds due 2022
US$ 1,350 million 2.625% bonds due 2023
500 million 1.75% bonds due 2024
850 million 2.375% bonds due 2026
US$ 400 million 7.45% bonds due 2035
US$ 600 million 5.875% bonds due 2036
US$ 500 million 4.25% bonds due 2042
US$ 500 million 3.875% bonds due 2043
US$ 200 million 4.85% medium term notes due 2018
Bank and other loans
Fair value adjustment to borrowings
Borrowings due after one year
Fair value of foreign currency derivatives
Fair value of interest rate hedging instruments
Finance lease liabilities
Gross borrowings
Less: Cash and cash equivalents(i)
Net borrowings
Gross borrowings (excluding finance lease liabilities and the fair value
ofderivative instruments) will mature as follows:
Financial statements
2014
million
Governance
2015
million
2014
Gross
borrowings(i)
million
Gross
borrowings(i)
million
US dollar
35
(2,759)
(956)
Euro
44
(1,410)
48
(1,725)
Sterling
28
(5,200)
26
(6,148)
Indian rupee
13
(486)
14
(39)
Korean won
80
208
(243)
Nigerian naira
16
(76)
19
(134)
Turkish lira
(67)
(145)
Venezuelan bolivar
72
Other
243
(1)
229
(82)
Total
472
(9,999)
622
(9,472)
(i) The analysis of groups gross borrowings includes foreign currency forwards and swaps and finance leases.
17. EQUITY
Accounting policies
Own shares represent shares and share options of Diageo plc that
are held in treasury or by employee share trusts for the purpose of
fulfilling obligations in respect of various employee share plans or
were acquired as part of ashare buyback programme. Own shares
are treated as adeduction from equity until the shares are
cancelled, reissued or disposed and when vest are transferred from
own shares to retained earnings at their weighted average cost.
Share based payments include share awards and options
granted to directors and employees. The fair value of equity
settled share options and share grants is initially measured at grant
date based on the binomial or Monte Carlo models and is charged
to the income statement over the vesting period. For equity
settled shares the credit is included in retained earnings.
Cancellations of share options are treated as an acceleration of
the vesting period and any outstanding charge is recognised in
operating profit immediately. Any surplus or deficit arising on the
sale of the Diageo plc shares held by the group is included as
amovement in equity.
Dividends are included in the financial statements in the
financial year in which they are approved.
(a) Allotted and fully paid share capital ordinary shares of 28 108
pence each
101
Number
of shares
million
Nominal
value
million
2,754
797
At 30 June 2012
Number
Purchase
of shares consideration
million
million
259
2,257
(6)
(50)
13
Shares purchased
125
(1)
(10)
(112)
At 30 June 2013
251
2,232
(3)
(42)
68
Shares purchased
138
(1)
(9)
(115)
253
2,280
(2)
(18)
70
At 30 June 2014
Share trust arrangements
Shares purchased
Shares used to satisfy options
At 30 June 2015
(7)
(104)
248
2,228
(i) Includes the fair value of foreign currency denominated call options exercised.
Number
of shares
purchased
Average
price paid
pence
September 2014(i)
1,698,461
1781
249,516,539
636,883
1766
248,879,656
March 2015
October 2014
1,801,230
1864
247,078,426
Total
4,136,574
1815 247,078,426
(i) Including 297,229 shares purchased at an average price of 1819 pence for the
purpose of satisfying share awards made under the companys share incentive plan.
(1) The aggregate consideration paid for purchase of own shares was 75 million
(excluding expenses) in the year ended 30 June 2015.
2015
million
2014
million
2013
million
801
735
673
Amounts recognised as
distributions to equity
shareholders in the year
Final dividend for the year ended
30 June 2014
32.0 pence per share (2013
29.3pence; 2012 26.9 pence)
Interim dividend for the year
ended 30 June 2015
21.5 pence per share (2014
19.7 pence; 2013 18.1 pence)
540
493
452
1,341
1,228
1,125
The proposed final dividend of 875 million (34.9 pence per share)
for the year ended 30 June 2015 was approved by the board of
directors on 29 July 2015. As this was after the balance sheet date
andthe dividend is subject to approval by shareholders at the
AnnualGeneral Meeting, this dividend has not been included as
aliability in these consolidated financial statements. There are
nocorporate tax consequences arising from this treatment.
Dividends are waived on all treasury shares owned by the
company and all shares owned by the employee share trusts.
2014
USL
million
Total
million
Total
million
2,363
926
(10)
50
40
18
1,627
1,324
200
66
266
131
3,990
2,250
190
116
306
149
1,534
1,258
(69)
(239)
(308)
(187)
2,132
527
(579)
(580)
1,500
659
2,264
518
(723)
(462)
1,597
826
4,396
1,045
(1,302)
(1,042)
3,097
1,485
2,206
525
(757)
(485)
1,489
767
(32)
388
(373)
(17)
2
314
(88)
(196)
30
1
(72)
282
300
(569)
13
3
(72)
132
(68)
(18)
46
1
(88)
(i) The loss for the year ended 30 June 2014 included an exceptional impairment loss, net of tax, in respect of the Shui Jing Fang brand and property of 199 million.
(ii) Other comprehensive income/(loss) is principally in respect of exchange on translating the subsidiary to sterling.
(iii) Ketel One includes the global distribution rights to distribute Ketel One vodka products throughout the world. The carrying value of the distribution rights at 30 June 2015
was1,147 million (2014 1,053 million).
Income statement
Sales
Net sales
(Loss)/profit for the period(i)
Other comprehensive income/(loss)(ii)
Total comprehensive income/(loss)
Attributable to non-controlling interests
Balance sheet
Non-current assets(iii)
Current assets
Non-current liabilities
Current liabilities
Net assets
Attributable to non-controlling interests
Cash flow
Net cash from operating activities
Net cash inflow/(outflow) from investing activities
Net cash outflow from financing activities
Net (decrease)/increase in cash and cash equivalents
Exchange differences
Dividends paid to non-controlling interests
2015
Ketel One
and others
million
Financial statements
Governance
Calendar month
Authorised
purchases
unutilised at
month end
(d) Dividends
Strategic report
2015
million
2014
million
2013
million
27
30
31
For the three years ended 30 June 2015, the calculation of the fair
value of each share award used the Monte Carlo pricing model
andthe following weighted average assumptions:
2015
2014
2013
1.4%
1.0%
0.3%
37 months
36 months
36 months
3.1%
2.7%
2.7%
1832p
1970p
1760p
753p
1147p
916p
2.5 million
2.5 million
3.1 million
19 million
29 million
28 million
Savings plans
35
37
45
Executive share awards are made under the Diageo 2014Long Term
Incentive plan (DLTIP) from September 2014 onwards. Prior to that,
awards were made under the Diageo Executive Long Term Incentive
Plan (DELTIP) or the Performance Share Plan (PSP). Under all of these
plans, conditional awards can be delivered in the form of restricted
shares or share options at the market value at the time of grant.
Todate, participants in the Performance shares under the DLTIP
(previous PSP) have been granted only with conditional rights to
receive shares, whilst under DELTIP both share awards and share
options have been made.
Share awards vest and are released on the third anniversary of the
grant date. Participants do not make apayment to receive the award
at grant. Executive Directors are required to hold any vested shares
awarded from 2014 for afurther two-year period. Share options may
normally be exercised between three and ten years after the grant
date. Executives in North America and Latin America and Caribbean
are granted awards over the companys ADSs (one ADS is equivalent
to four ordinary shares).
Performance shares under the DLTIP (previous PSP) are subject
toachievement of three equally weighted performance tests over
the three-year performance period; 1) acomparison of Diageos
three-year TSR with apeer group; 2) compound annual growth in
organic net sales over three years; 3) total organic operating margin
improvement over three years. Performance measures and targets
are set annually by the remuneration committee. The vesting range
is20% or 25% (for Executive Directors and for other participants
respectively) for achieving minimum performance targets, up to
100% for achieving the maximum target level. Retesting of the
performance condition is not permitted.
For performance shares under the DLTIP (previous PSP) dividends
are accrued on awards and are given to participants to the extent
that the awards actually vest at the end of the performance period.
Dividends can be paid in the form of cash or shares.
Transactions on schemes
Transactions on the executive share award plans for the three years
ended 30 June 2015 were as follows:
2015
Number of
awards
million
2014
Number of
awards
million
2013
Number of
awards
million
12.0
9.4
11.3
Granted
2.5
2.5
3.1
Exercised/awarded
(2.6)
(3.4)
(2.6)
Forfeited/expired
(1.7)
(1.0)
(1.2)
7.6
9.4
11.3
Accounting policies
Provision is made for the anticipated settlement costs of legal or
other disputes against the group where it is considered to be
probable that aliability exists and areliable estimate can be made
of the likely outcome. Where it is possible that asettlement may
be reached or it is not possible to make areliable estimate of the
estimated financial effect appropriate disclosure is made but no
provision created.
Financial statements
Governance
Strategic report
OTHER FINANCIAL
INFORMATION
Financial statements
Additional information for shareholders
Governance
Strategic report
(h) Other
The group has extensive international operations and is defendant in
anumber of legal, customs and tax proceedings incidental to these
operations, the outcome of which cannot at present be foreseen.
In particular, the group is currently the defendant in various customs
proceedings that challenge the declared customs value of products
imported by certain Diageo companies. Diageo continues to defend
its position vigorously in these proceedings.
Save as disclosed above, neither Diageo, nor any member of the
Diageo group, is or has been engaged in, nor (so far as Diageo is
aware) is there pending or threatened by or against it, any legal or
arbitration proceedings which may have asignificant effect on the
financial position of the Diageo group.
19. COMMITMENTS
(a) Capital commitments
Commitments for expenditure on intangibles and property, plant
and equipment not provided for in these consolidated financial
statements are estimated at 114 million (2014 162 million;
2013 159 million).
(b) Operating lease commitments
The minimum lease rentals to be paid under non-cancellable leases,
principally in respect of properties, are as follows:
2015
million
2014
million
96
70
61
51
51
217
546
102
80
59
50
43
223
557
2015
million
2014
million
2013
million
117
85
156
89
67
71
3
11
6
2
8
12
7
41
5
12
15
29
26
25
31
(i) In the year ended 30 June 2013 purchases of maturing inventories from Mot
Hennessy were 4million.
2014
million
2013
million
10
Share-based payments(i)
13
16
Termination benefits
26
27
35
2015
million
2014
million
Strategic report
13
Shares vesting(i)
10
10
16
31
Governance
(i) Gains on options realised in the year and the benefit from share awards, calculated by using the share price applicable on the date of exercise of the share options and release of
the awards.
(ii) Includes the value of the cash allowance in lieu of pension contributions.
Details of the individual Directors remuneration are given in the Directors remuneration report.
21. PRINCIPAL GROUP COMPANIES
The companies listed below include those which principally affect the profits and assets of the group. The operating companies listed below
may carry on the business described in the countries listed in conjunction with their subsidiaries and other group companies.
Percentage
of equity
owned(i)
Country of
incorporation
Country of
operation
Republic of Ireland
Worldwide
100%
England
Worldwide
100%
Scotland
Worldwide
100%
Business description
Subsidiaries
Diageo Ireland
Netherlands
Worldwide
100%
United States
Worldwide
100%
India
India
54.78%
Scotland
United Kingdom
100%
England
United Kingdom
100%
United States
United States
100%
Turkey
Turkey
100%
France
France
34%
Financial statements
Associates
(i) All percentages, unless otherwise stated, are in respect of holdings of ordinary share capital and are equivalent to the percentages of voting rights held by the group.
(ii) Excluding 2.38% owned by the USL Benefit Trust.
(iii) Directly owned by Diageo plc.
(iv) French partnership.
30 June 2015
Notes
million
million
million
million
Fixed assets
Investments
27,042
27,028
Current assets
Debtors due within one year
945
Other debtors
26
61
74
347
317
Cash at bank
4
1,359
424
Other liabilities
(49)
(3)
(54)
(51)
(103)
(54)
1,256
370
28,298
27,398
(8,576)
(7,914)
(347)
(316)
(12)
Other creditors
(17)
(8,935)
(8,247)
(178)
(185)
19,185
18,966
(4)
(4)
19,181
18,962
797
797
1,346
1,345
Merger reserve
9,161
9,161
Other reserves
3,146
3,146
4,731
4,513
19,181
18,962
Figures as at 30 June 2014 have been restated following achange in the disclosure of certain derivatives with subsidiary undertakings.
For an explanation of the effect of the restatement see basis of preparation.
The accompanying notes are an integral part of these parent company financial statements.
These financial statements were approved by aduly appointed and authorised committee of the board of directors on 29 July 2015
andwere signed on its behalf by Ivan Menezes and Deirdre Mahlan, Directors.
Company registration number No. 23307
Taxation
Current tax is based on taxable profit for the year. This requires an
estimation of the current tax liability together with an assessment
ofthe timing differences which arise as aconsequence of different
accounting and tax treatments. Full provision for deferred tax is made
for timing differences between the recognition of gains and losses in
the financial statements and their recognition in tax computations.
The amount of deferred tax reflects the expected recoverable amount
and is based on the expected manner of realisation or settlement of
the carrying amount of assets and liabilities, using the basis of taxation
enacted or substantively enacted by the balance sheet date. The
company does not discount these balances. Tax benefits are not
recognised unless it is probable that the tax positions are sustainable.
Once considered to be probable, management reviews each material
tax benefit to assess whether aprovision should be taken against full
recognition of the benefit on the basis of potential settlement
through negotiation and/or litigation. Any interest and penalties
ontax liabilities are provided for in the tax charge.
Financial instruments
Derivative financial instruments are recognised in the balance sheet
at fair value calculated using discounted cash flow techniques based
on market data applied consistently for similar types of instruments.
Changes in the fair value of derivatives are reported in the
incomestatement.
Investments
Investments in subsidiaries are stated at their historical cost (i.e. the
fair value of the consideration given by the company) less, where
appropriate, impairment provisions for any permanent decrease in
value. The carrying amounts of the companys investments are
reviewed at each reporting date to determine whether there is an
indication of impairment. If such an indication exists, then the assets
recoverable amount is estimated. Losses are recognised in profit or
loss account and reflected in an allowance against the carrying value.
When asubsequent event causes the amount of impairment loss to
decrease, the decrease in impairment loss is reversed through profit
or loss account.
Financial statements
Governance
Basis of preparation
The financial statements are prepared on agoing concern basis
under the historical cost convention, modified to include revaluations
to fair value of certain financial instruments, in accordance with the
Companies Act 2006 and UK GAAP.
By virtue of section 408 of the Companies Act 2006 the company
isexempt from presenting aprofit and loss account and disclosing
employee numbers and staff costs. The company has taken advantage
of the exemption from preparing acash flow statement under the
provisions of FRS 1 (Revised 1996) and the exemption contained in
FRS 8 and has not separately disclosed transactions with wholly
owned subsidiary undertakings and the exemption in FRS 29 and has
not separately disclosed information about financial instruments.
The group has revised the disclosure of certain comparative
amounts in the company balance sheet. In the year ended
30 June 2014 certain derivatives with subsidiary undertakings with
afair value of 114 million were presented net in the balance sheet
and are now disclosed gross in financial assets and liabilities. This
revised presentation is consistent with the settlement arrangement
for these derivatives. The revision had no impact on net assets nor
net profit.
Strategic report
ACCOUNTING POLICIES OF
THE COMPANY
2. INVESTMENTS
million
Cost
At 30 June 2014
Addition
Disposal
At 30 June 2015
Impairment losses
At 30 June 2015 and at 30 June 2014
Carrying amount
At 30 June 2015
At 30 June 2014
27,314
250
(236)
27,328
286
27,042
27,028
5. CONTINGENT LIABILITIES
The company has guaranteed certain borrowings of subsidiaries
which at 30 June 2015 amounted to 8,966 million (2014
8,738million) and certain lease payment obligations until
December2031 of 311 million (2014 302 million).
The company has also provided irrevocable guarantees relating to
the liabilities of certain of its Irish and Dutch subsidiaries. In addition,
the company has provided aguarantee to the Guinness Ireland
Group Pension Scheme.
6. SHAREHOLDERS FUNDS
At 30 June 2013
Profit for the year
Employee share schemes
Share-based incentive plans
Shares issued
Dividends paid
At 30 June 2014
Profit for the year
Employee share schemes
Share-based incentive plans
Shares issued
Dividends paid
At 30 June 2015
Share
premium
million
Merger
reserve
million
Capital
redemption
reserve
million
797
797
797
1,344
1,345
1,346
9,161
9,161
9,161
3,146
3,146
3,146
(a) Allotted and fully paid share capital ordinary shares of 28101108
pence each
At 30 June 2015, 30 June 2014
and30June2013
185
(17)
10
178
At 30 June 2014
Provision utilised during the year
Unwinding of discounts
At 30 June 2015
Number of shares
million
Nominal value
million
2,754
797
Own
shares
million
Other
million
(2,232)
(48)
(2,280)
52
(2,228)
6,457
1,594
(67)
37
(1,228)
6,793
1,530
(58)
35
(1,341)
6,959
Total
shareholders
Total
funds
million
million
4,225
1,594
(115)
37
(1,228)
4,513
1,530
(6)
35
(1,341)
4,731
18,673
1,594
(115)
37
1
(1,228)
18,962
1,530
(6)
35
1
(1,341)
19,181
Governance
Financial statements
Additional information for shareholders
Strategic report
7. GROUP COMPANIES
In accordance with Section 409 of the Companies Act 2006 afull list
of subsidiaries, partnerships, associates, joint ventures and joint
arrangements, the country of incorporation and the effective
percentage of equity owned, as at 30 June 2015 are disclosed below.
Unless otherwise stated the share capital disclosed comprises
ordinary shares which are indirectly heldbyDiageo plc.
Associates
Joint ventures
Governance
Strategic report
Joint operations(xi)
Financial statements
Sales
2015
million
2014
million
2013
million
2012
million
2011
million
15,966
13,980
15,276
14,392
13,043
(3,224)
Excise duties
(5,153)
(3,722)
(3,973)
(3,753)
Net sales
10,813
10,258
11,303
10,639
9,819
Cost of sales
(4,610)
(4,029)
(4,416)
(4,208)
(3,958)
Gross profit
6,203
6,229
6,887
6,431
5,861
Marketing
(1,629)
(1,620)
(1,769)
(1,671)
(1,520)
(1,777)
(1,902)
(1,738)
(1,652)
(1,789)
Operating profit
2,797
2,707
3,380
3,108
2,552
Non-operating items
373
140
(83)
147
(14)
(412)
(388)
(457)
(441)
(449)
175
252
217
229
192
2,933
2,711
3,057
3,043
2,281
(517)
(546)
(562)
(506)
(441)
51
99
55
(505)
120
2,467
2,264
2,550
2,032
1,960
(83)
(11)
2,467
2,181
2,550
2,021
1,960
pence
pence
pence
pence
pence
56.4
51.7
47.4
43.5
40.4
88.8
95.5
103.1
92.6
81.6
95.0
93.0
98.0
76.6
74.3
Discontinued operations
(3.3)
(0.4)
95.0
89.7
98.0
76.2
74.3
94.6
92.6
97.4
76.2
74.1
(3.3)
(0.4)
94.6
89.3
97.4
75.8
74.1
million
million
million
million
million
2,505
2,506
2,502
2,495
2,493
Diluted
Continuing operations
Discontinued operations
Diluted earnings per share
Non-current assets
Current assets
Total assets
2014
million
2013
million
2012
million
2011
million
18,134
15,495
16,481
15,098
12,633
7,670
7,469
8,510
7,171
7,087
25,804
22,964
24,991
22,269
19,720
(4,851)
(5,519)
(4,762)
(4,903)
(11,258)
(10,523)
(11,384)
(10,715)
(8,858)
Total liabilities
(16,548)
(15,374)
(16,903)
(15,477)
(13,761)
9,256
7,590
8,088
6,792
5,959
797
797
797
797
797
Share premium
1,346
1,345
1,344
1,344
1,343
Other reserves
1,994
2,243
3,154
3,213
3,300
Retained earnings/(deficit)
3,634
2,438
1,741
234
(195)
7,771
6,823
7,036
5,588
5,245
Current liabilities
Net assets
Share capital
Non-controlling interests
1,485
767
1,052
1,204
714
Total equity
9,256
7,590
8,088
6,792
5,959
Net borrowings
(9,527)
(8,850)
(8,403)
(7,573)
(6,480)
Governance
(5,290)
Non-current liabilities
Strategic report
As at 30 June
2015
million
1-3 years
million
3-5 years
million
More than
5 years
million
1,400
2,556
968
4,365
9,289
340
479
334
1,434
2,587
Total
million
As at 30 June 2015
Long term debt obligations
Interest obligations
76
76
Operating leases
96
131
102
217
546
1,037
921
393
217
2,568
51
69
86
127
333
112
114
Purchase obligations
Finance leases
Capital commitments
Deferred consideration payable
10
23
135
168
44
88
88
238
458
125
133
51
122
431
3,291
4,402
2,157
6,720
16,570
Financial statements
(i) For further information see note 13(d) to the consolidated financial statements.
Long term debt obligations comprise the principal amount of borrowings (excluding foreign currency swaps) with an original maturity of
greater than one year. Interest obligations comprise interest payable on these borrowings. Credit support obligations represent liabilities to
counterparty banks in respect of cash received as collateral under credit support agreements. Purchase obligations include various long term
purchase contracts entered into for the supply of raw materials, principally bulk whisk(e)y, grapes, cereals, cans and glass bottles. Contracts are
used to guarantee the supply of raw materials over the long term and to enable amore accurate prediction of costs of raw materials in the
future. Provisions and other non-current payables exclude 2 million in respect of vacant properties.
Corporate tax payable of 162 million and deferred tax liabilities are not included in the table above, as the ultimate timing of settlement
cannot be reasonably estimated.
Management believe that it has sufficient funding for its working capital requirements.
Post employment contractual obligations comprise committed deficit contributions but exclude future service cost contributions.
ADDITIONAL INFORMATION
FOR SHAREHOLDERS
RELATED PARTY TRANSACTIONS
Transactions with other related parties are disclosed in note 20 to the
consolidated financial statements.
SHARE CAPITAL
Major shareholders
At 17 July 2015, the following substantial interests (3% or more) in the
companys ordinary share capital (voting securities) had been notified
to the company.
Shareholder
Percentage
of issued
ordinary share
capital
Number of
(excluding
ordinary
treasury
shares
shares)
Date of
notification
of interest
BlackRock Investment
Management (UK) Limited
(indirect holding)
147,296,928
5.89%
124,653,096
3 December
2009
The company has not been notified of any other substantial interests
in its securities. The companys substantial shareholders do not have
different voting rights. Diageo, so far as is known by the company, is
not directly or indirectly owned or controlled by another corporation
or by any government. Diageo knows of no arrangements, the
operation of which may at asubsequent date result in achange of
control of the company.
ARTICLES OF ASSOCIATION
The company is incorporated under the name Diageo plc, and is
registered in England and Wales under registered number 23307.
The following description summarises certain provisions of
Diageos articles of association (as adopted by special resolution at
the Annual General Meeting on 14 October 2009) and applicable
English law concerning companies (the Companies Acts), in each
case as at 17 July 2015. This summary is qualified in its entirety by
reference to the Companies Acts and Diageos articles of association.
Investors can obtain copies of Diageos articles of association by
contacting the Company Secretary at [email protected].
Any amendment to the articles of association of the company
may be made in accordance with the provisions of the Companies
Act 2006, by way of special resolution.
Directors
Diageos articles of association provide for aboard of directors,
consisting (unless otherwise determined by an ordinary resolution
of shareholders) of not fewer than three directors and not more than
25directors, in which all powers to manage the business and affairs
of Diageo are vested. Directors may be elected by the members in
ageneral meeting or appointed by Diageos Board. At each annual
general meeting, the following are required to retire and are then
reconsidered for election/re-election, assuming they wish to stand
for election/re-election: any director who has been appointed by
Diageos Board since the last annual general meeting; any director
who has been in office during the two previous general meetings
and did not retire at either of them; and any director who has been in
office, other than in an executive position, for acontinuous period of
nine years or more at the date of the meeting. There is no age limit
requirement in respect of directors. Directors may also be removed
before the expiration of their term of office in accordance with the
provisions of the Companies Acts.
Voting rights
Voting on any resolution at any general meeting of the company is
by ashow of hands unless apoll is duly demanded. On ashow of
hands, (a) every shareholder who is present in person at ageneral
meeting, and every proxy appointed by any one shareholder and
present at ageneral meeting, has/have one vote regardless of the
number of shares held by the shareholder (or, subject to (b),
represented by the proxy), and (b) every proxy present at ageneral
meeting who has been appointed by more than one shareholder
hasone vote regardless of the number of shareholders who have
appointed him or the number of shares held by those shareholders,
unless he has been instructed to vote for aresolution by one or more
shareholders and to vote against the resolution by one or more
shareholders, in which case he has one vote for and one vote
againstthe resolution.
On apoll, every shareholder who is present in person or by
proxyhas one vote for every share held by that shareholder, but
ashareholder or proxy entitled to more than one vote need not
castall his votes or cast them all in the same way (the deadline for
exercising voting rights by proxy is set out in the form of proxy).
A poll may be demanded by any of the following:
the chairman of the general meeting;
at least three shareholders entitled to vote on the relevant
resolution and present in person or by proxy at the meeting;
any shareholder or shareholders present in person or by proxy
and representing in the aggregate not less than one-tenth of the
total voting rights of all shareholders entitled to vote on the
relevant resolution; or
any shareholder or shareholders present in person or by proxy
and holding shares conferring aright to vote on the relevant
resolution on which there have been paid up sums in the
aggregate equal to not less than one-tenth of the total sum paid
up on all the shares conferring that right.
Diageos articles of association and the Companies Acts provide for
matters to be transacted at general meetings of Diageo by the
proposing and passing of two kinds of resolutions:
ordinary resolutions, which include resolutions for the election,
re-election and removal of directors, the declaration of final
dividends, the appointment and re-appointment of the external
auditor, the remuneration report and remuneration policy, the
increase of authorised share capital and the grant of authority to
allot shares; and
special resolutions, which include resolutions for the amendment
of Diageos articles of association, resolutions relating to the
disapplication of pre-emption rights, and resolutions modifying
the rights of any class of Diageos shares at ameeting of the
holders of such class.
An ordinary resolution requires the affirmative vote of asimple
majority of the votes cast by those entitled to vote at ameeting at
which there is aquorum in order to be passed. Special resolutions
require the affirmative vote of not less than three-quarters of the
votes cast by those entitled to vote at ameeting at which there is
aquorum in order to be passed. The necessary quorum for ameeting
of Diageo is aminimum of two shareholders present in person or by
proxy and entitled to vote.
Repurchase of shares
Subject to authorisation by special resolution, Diageo may purchase
its own shares in accordance with the Companies Acts. Any shares
which have been bought back may be held as treasury shares or,
ifnot so held, must be cancelled immediately upon completion
ofthe purchase, thereby reducing the amount of Diageos issued
sharecapital.
DOCUMENTS ON DISPLAY
The Annual Report on Form 20-F and any other documents filed by
the company with the US Securities Exchange Commission may be
inspected at the Securities and Exchange Commissions public
reference room located at 100 F Street, NE, Washington, DC 20549 or
on the SECs website (www.sec.gov). Information on the operation of
the public reference room can be obtained by calling the Securities
and Exchange Commission at 1 800 SEC 0330.
Financial statements
Governance
Strategic report
CAUTIONARY STATEMENT
CONCERNING FORWARDLOOKING STATEMENTS
Diageo plc
Lakeside Drive
Park Royal
London
NW10 7HQ
United Kingdom
T: +44 (0) 20 8978 6000
www.diageo.com
Registered in England
No. 23307