DIAGEO PLC [DEO] Filings

20-F 1 deo-20240630.htm 20-F deo-20240630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

(Mark One)

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES

EXCHANGE ACT OF 1934

☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934

For the fiscal year ended: 30 June 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

Date of event requiring this shell company report

For the transition period from __ to __

Commission file number 1-10691

DIAGEO plc

(Exact name of Registrant as specified in its charter)

England and Wales

(Jurisdiction of incorporation or organisation)

16 Great Marlborough Street, London W1F 7HS, England

(Address of principal executive offices)

Thomas B. Shropshire, Jr., General Counsel & Company Secretary

Tel: +44 20 7947 9100

E-mail: the.cosec@diageo.com

16 Great Marlborough Street, London W1F 7HS, England

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:


Title of each class	Trading symbol(s)	Name of each exchange on which registered
American Depositary Shares	DEO	New York Stock Exchange
Ordinary shares of 28101/108 pence each		New York Stock Exchange(i)

(i)Not for trading, but only in connection with the registration of American Depositary Shares representing such ordinary shares, pursuant to the requirements

of the Securities and Exchange Commission.

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period

covered by the Annual Report: 2,432,411,924 ordinary shares of 28101/108 pence each.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes þ No ¨

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to

Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ¨ No þ

Note - Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the

Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file

such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted

pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the

registrant was required to submit such files). Yes þ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an

emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in

Rule 12b-2 of the Exchange Act :


Large Accelerated Filer	þ	Accelerated Filer	☐	Non-Accelerated Filer	☐	Emerging growth company	☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by checkmark if

the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards† provided pursuant to Section 13(a) of the Exchange Act. ¨


†	The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the

effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by

the registered public accounting firm that prepared or issued its audit report. þ

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the

registrant included in the filing reflect the correction of an error to previously issued financial statements. ¨

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive

based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to

§240.10D-1(b). ¨

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this

filing:


U.S. GAAP ¨	International Financial Reporting Standards		Other ¨
	as issued by the International Accounting Standards Board	☑

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the

registrant has elected to follow. Item 17 ¨ Item 18 ¨

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the

Exchange Act). Yes ☐ No þ



5		Cross reference to Form 20-F
7		Introduction

10		Strategic report
10		Financial performance
13		Our business today
15		Market overview and investment case
17		Chair's statement
20		Chief Executive's statement
23		Business model
25		Our Growth ambition
26		Our strategic enablers
38		Key performance indicators
43		Group financial review
43		Chief Finance Officer introduction
44		Operating results 2024 compared with 2023
68		Liquidity and capital resources
74		Operating results 2023 compared with 2022

97		'Spirit of progress'
132		Cautionary statement concerning forward-looking statement
134		Risk factors

145		Non-financial and sustainability information statement

148		Governance
148		Letter from the Chairman
153		Corporate Governance Structure
154		Board of Directors
156		Executive Committee
178		Audit Committee report
188		Nomination Committee report
192		Directors’ remuneration report
225		Directors’ report

Contents



230		Financial statements
230		Report of Independent Registered Public Accounting Firm - PCAOB ID 876
233		Consolidated income statement
234		Consolidated statement of comprehensive income
235		Consolidated balance sheet
236		Consolidated statement of changes in equity
237		Consolidated statement of cash flows
238		Notes to the consolidated financial statements
238		Accounting information and policies
241		Results for the year
260		Operating assets and liabilities
284		Risk management and capital structure
303		Other financial statements disclosure

311		Unaudited financial information

322		Reporting boundaries and methodology

344		Additional disclosures

351		Additional information for shareholders

353		Exhibits
355		Signature

356		Glossary of terms and US equivalents

Contents (continued)



Item	Required item in Form 20-F	Page(s)
Part I
1.	Identity of directors, senior management and advisers	Not applicable
2.	Offer statistics and expected timetable	Not applicable
3.	Key information
	A. [Reserved]	—
	B. Capitalisation and indebtedness	Not applicable
	C. Reason for the offer and use of proceeds	Not applicable
	D. Risk factors	134-144
4.	Information on the company
	A. History and development of the company	7-8, 17, 64-65, 93-94, 158-159, 225, 260-264, 344-345, 351
	B. Business overview	7-8, 17, 20-24, 48-59, 61-62, 75-76, 80-89, 91-92, 102-103, 114-119, 135-139, 144, 158-159, 241-245, 264-271, 344-346
	C. Organisational structure	309
	D. Property, plant and equipment	49, 76, 269-272, 344-345
4A.	Unresolved staff comments	Not applicable
5.	Operating and financial review and prospects
	A. Operating results	17, 20-22, 38-40, 43-96, 132-135, 137-138, 141-142, 238-250, 252-253, 311-312
	B. Liquidity and capital resources	38-40, 46-47, 68-73, 79, 281-294, 316-317
	C. Research and development, patents and licenses, etc.	250, 345
	D. Trend information	17, 20-24, 43, 48-65, 74-76, 80-94, 132-133
	E. Critical Accounting Estimates	186, 238-239
6.	Directors, senior management and employees
	A. Directors and senior management	153-160
	B. Compensation	96, 192-221, 274-280, 309
	C. Board practices	18, 148-162, 176-179, 184-185, 192-194
	D. Employees	48, 75, 105-107, 251, 346
	E. Share ownership	192-223, 301-302
	F. Disclosure of a registrant’s action to recover erroneously awarded compensation	Not applicable
7.	Major shareholders and related party transactions
	A. Major shareholders	226
	B. Related party transactions	308-309
	C. Interests of experts and counsel	Not applicable
8.	Financial information
	A. Consolidated statements and other financial information	233-310
	B. Significant changes	10, 186, 238-239, 316, 318
9.	The offer and listing
	A. Offer and listing details	158, 226-227, 347-348
	B. Plan of distribution	Not applicable
	C. Markets	158, 226-227
	D. Selling shareholders	Not applicable
	E. Dilution	Not applicable
	F. Expenses of the issue	Not applicable

Cross reference to Form 20-F



Item	Required item in Form 20-F	Page(s)
10.	Additional information
	A. Share capital	Not applicable
	B. Memorandum and articles of association	158-159, 225-229
	C. Material contracts	72, 225, 345
	D. Exchange controls	351
	E. Taxation	255-259, 346-350
	F. Dividends and paying agents	Not applicable
	G. Statement by experts	Not applicable
	H. Documents on display	351
	I. Subsidiary information	Not applicable
11.	Quantitative and qualitative disclosures about market risk	284-294
12.	Description of securities other than equity securities
	A. Debt securities	Not applicable
	B. Warrants and rights	Not applicable
	C. Other securities	Not applicable
	D. American depositary shares

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