DIAGEO PLC [DEO] Filings

20-F 1 deo-20210630.htm 20-F deo-20210630

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 2021

☐ 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)

Lakeside Drive, Park Royal, London NW10 7HQ, England

(Address of principal executive offices)

Siobhan Moriarty, Company Secretary

Tel: +44 20 8978 6000

E-mail: the.cosec@diageo.com

Lakeside Drive, Park Royal, London NW10 7HQ, 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)
2.875% Guaranteed Notes due 2022	DEO/22	New York Stock Exchange
8.000% Guaranteed Notes due 2022	DEO/22A	New York Stock Exchange
7.450% Guaranteed Notes due 2035	DEO/35	New York Stock Exchange
4.250% Guaranteed Notes due 2042	DEO/42	New York Stock Exchange

(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: 2,558,828,824 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 ¨ No þ

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

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 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 ¨

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 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

Contents



5						Cross reference to Form 20-F
7						Introduction
9						Recent trends
10						Historical information

14						Strategic report
14						Business description
14						Our brands
15						Connecting purpose to performance
17						Chairman’s statement
20						Our investment proposition
22						Chief Executive’s statement
26						Our market dynamics
31						Our business model
39						Stakeholder engagement
41						Our people
43						Our strategic priorities
59						Key performance indicators
64						Sustainability performance
72						Risk factors
83						Cautionary statement concerning forward-looking statements
84						Responding to climate-related risks

98						Business review
98						Operating results 2021 compared with 2020
136						Liquidity and capital resources
138						Contractual obligations and commitments
138						Off-balance sheet arrangements
138						Risk management
139						Critical accounting policies
139						New accounting standards
140						Definitions and reconciliation of non-GAAP measures to GAAP measures

154						Governance
154						Board of Directors and Company Secretary
157						Executive Committee
159						Corporate governance report
175						Audit Committee report
180						Nomination Committee report
183						Directors’ remuneration report
215						Directors’ report

Contents (continued)



219						Financial statements
219						Report of independent registered public accounting firm
222						Consolidated income statement
223						Consolidated statement of comprehensive income
224						Consolidated balance sheet
225						Consolidated statement of changes in equity
226						Consolidated statement of cash flows
227						Notes to the consolidated financial statements
227						Accounting information and policies
230						Results for the year
246						Operating assets and liabilities
267						Risk management and capital structure
285						Other financial information

294						Additional information for shareholders
294						Legal proceedings
294						Articles of association
298						Exchange controls
298						Documents on display
298						Taxation
301						Warning to shareholders - share fraud
302						Exhibits
304						Signature

305						Glossary of terms and US equivalents

Cross reference to Form 20-F

Item

Required item in Form 20-F

Page(s)

Part I

Identity of directors, senior management and advisers

Not applicable

Offer statistics and expected timetable

Not applicable

Key information

A. Selected financial data

10-13

B. Capitalisation and indebtedness

Not applicable

C. Reason for the offer and use of proceeds

Not applicable

D. Risk factors

72-82

Information on the company

A. History and development of the company

7, 12, 34-38, 105-107, 236-238, 240-241, 246-248, 247-248, 291, 298

B. Business overview

7, 26-30, 34-38, 98-135, 230-234, 236-239

C. Organisational structure

293

D. Property, plant and equipment

34, 110, 114, 118, 122, 126, 135, 236, 253-254

4A.

Unresolved staff comments

Not applicable

Operating and financial review and prospects

A. Operating results

26-30, 36, 80-81, 98-135, 144, 227-234, 236-238, 268

B. Liquidity and capital resources

22-23, 62, 98, 102, 108, 136-137, 138, 148, 264-279, 291

C. Research and development, patents and licenses, etc.

D. Trend information

22, 26-30, 83-84

E. Off-balance sheet arrangements

138

F. Tabular disclosure of contractual obligations

138

G. Safe harbor

—

Directors, senior management and employees

A. Directors and senior management

154-158, 199-200

B. Compensation

187-209, 212, 257-263

C. Board practices

154-156, 175-179, 183-185, 196-197, 199-214

D. Employees

235-236

E. Share ownership

187-209, 283-284

Major shareholders and related party transactions

A. Major shareholders

216

B. Related party transactions

214, 263, 291-292

C. Interests of experts and counsel

Not applicable

Financial information

A. Consolidated statements and other financial information

219-293

B. Significant changes

—

The offer and listing

A. Offer and listing details

1, 216-217

B. Plan of distribution

Not applicable

C. Markets

216-217

D. Selling shareholders

Not applicable

E. Dilution

Not applicable

F. Expenses of the issue

Not applicable

Cross reference to Form 20-F (continued)



Item	Required item in Form 20-F	Page(s)
10.	Additional information
	A. Share capital	Not applicable
	B. Memorandum and articles of association	294-297
	C. Material contracts	196, 283-284
	D. Exchange controls	298
	E. Taxation	298-301
	F. Dividends and paying agents	Not applicable
	G. Statement by experts	Not applicable
	H. Documents on display	—
	I. Subsidiary information	Not applicable
11.	Quantitative and qualitative disclosures about market risk	138, 267-276
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	217
Part II
13.	Defaults, dividend arrearages and delinquencies	Not applicable
14.	Material modifications to the rights of security holders and use of proceeds	Not applicable
15.	Controls and procedures
	A. Disclosure controls and procedures	171
	B. Management’s report on internal control over financial reporting	173
	C. Attestation report of the registered public accounting firm	219-221
	D. Changes in internal control over financial reporting	173
16A.	Audit committee financial expert	178
16B.	Code of ethics	179
16C.	Principal accountant fees and services	177-178, 235
16D.	Exemptions from the listing standards for audit committees	Not applicable
16E.	Purchases of equity securities by the issuer and affiliated purchasers	13, 107, 137, 279-281
16F.	Change in registrant’s certifying accountant	Not applicable
16G.	Corporate governance	173-174
16H.	Mine safety disclosure	Not applicable
Part III
17.	Financial statements	Not applicable
18.	Financial statements	See Item 8
19.	Exhibits	302-303
Additional information
	Glossary of terms and US equivalents	305-306

Introduction

Diageo is a global leader in the beverage alcohol industry with an outstanding collection of brands across spirits and beer. Its products are sold in more than 180 countries around the world and its brands include Johnnie Walker, Crown Royal, JεB, Buchanan’s and Windsor whiskies, Smirnoff, Cîroc and Ketel One vodkas, Captain Morgan, Baileys, Don Julio, Tanqueray and Guinness. Diageo’s Performance Ambition is to be one of the best performing, most trusted and respected consumer products companies in the world.

Diageo plc is incorporated as a public limited company in England and Wales. The company which is now Diageo plc was incorporated as Arthur Guinness Son and Company Limited on 21 October 1886. The Diageo group was formed by the merger of the Grand Metropolitan Public Limited Company and Guinness plc groups in December 1997. Diageo plc’s principal executive office is located at Lakeside Drive, Park Royal, London NW10 7HQ and its telephone number is +44 (0) 20 8978 6000. Diageo plc’s agent for service in the United States for the purposes of Diageo’s registration statement on Form F-3 (333-242234) is General Counsel, Diageo North America, Inc., 175 Greenwich Street, 3 World Trade Center, New York, NY 10007.

This is the Annual Report on Form 20-F of Diageo plc for the year ended 30 June 2021. The information set out in this Form 20-F does not constitute Diageo plc’s statutory accounts under the UK Companies Act for the years ended 30 June 2021, 30 June 2020 and/or 30 June 2019. The accounts for the years ended 30 June 2020 and 30 June 2019 have been delivered to the registrar of companies for England and Wales and those for the year ended 30 June 2021 will be delivered to the registrar of companies for England and Wales in due course.

This document contains forward-looking statements that involve risk and uncertainty because they relate to, and are dependent upon, events and circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements, including factors beyond Diageo’s control. For more details, please refer to the Cautionary statement concerning forward-looking statements on pages 83-84.

The content of the company’s website (www.diageo.com) should not be considered to form a part of or be incorporated into this report. This report includes names of Diageo’s 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 terms ‘group’ and ‘Diageo’ refer to the company and its consolidated subsidiaries, except as the context otherwise requires. A glossary of terms used in this report is included at the end of the report.

The consolidated financial statements are prepared in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006 and International Financial Reporting Standards adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union and IFRS as issued by the International Accounting Standards Board (IASB). IFRS as adopted by the EU differs in certain respects from IFRS as issued by the IASB. The differences have no impact on the group’s consolidated financial statements for the years presented. The consolidated financial statements are prepared on a going concern basis under the historical cost convention, unless stated otherwise in the relevant accounting policy.

The preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the year. Actual results could differ from those estimates.

Information presented

Organic movements and organic operating margins are before exceptional items. Commentary, unless otherwise stated, refers to organic movements. Share, unless otherwise stated, refers to value share. For a definition of organic movement and reconciliations of non-GAAP measures to GAAP measures see page 140.

The brand ranking information presented in this report, when comparing information with competitors, reflects data published by sources such as Global Data, Nielsen, NABCA and IWSR. Market data information and competitive set classifications are taken from independent industry sources in the markets in which Diageo operates. In addition, Diageo’s financial year end is 30 June, and such data may relate to dates other than 30 June or periods other than the financial year ended 30 June, such as calendar year end.

Introduction (continued)

Disclosures not included in Annual Report on Form 20-F

The following pages and sections of this document do not form part of the Annual Report on Form 20-F and are furnished to the SEC for information only:

•Disclosures under the heading ‘Recent trends’ on page 9.

•Disclosures under the heading ‘Our brands’ on page 14.

•Disclosures under the heading ‘Connecting purpose to performance’ on pages 15 to 16.

•Disclosures under the headings ‘Creating a positive impact’, ‘Diageo in society – Society 2030: Spirit of Progress’, ‘Stakeholders’, ‘Creating value’, and ‘Looking ahead’ in the Chairman’s statement on pages 17 to 19.

•Disclosures under the heading ‘Statement on Section 172 of the Companies Act 2006’ on page 19.

•Disclosures under the heading ‘Our investment proposition’ on pages 20 to 21.

•Disclosures under the headings ‘Emerging stronger’, ‘Building a sustainable, responsible and inclusive business’, ‘We are committed to building a more sustainable, responsible and inclusive business and society’ and ‘Looking ahead’ in the Chief Executive’s statement on pages 22 to 25.

•Disclosures under the headings ‘Promote positive drinking’, ‘Champion diversity and inclusion’, ‘Pioneer grain to glass sustainability’ and ‘Doing business the right way from grain to glass’ on page 25.

•Disclosures under the heading ‘Our business model’ on pages 31 to 33.

•Disclosures under the heading ‘Stakeholder engagement’ on pages 39 to 40.

•Disclosures under the headings ‘Delivering our Performance Ambition’, ‘Our strategic outcomes’, ‘Our culture and values’, ‘4. Promote positive drinking’, ‘5. Champion inclusion and diversity’, and ‘6. Pioneer grain to glass sustainability’ in the section ‘Our strategic priorities’ on pages 43 to 58.

•Disclosures under the heading ‘Monitoring performance and progress’ of non-financial key performance indicators on pages 59 to 63.

•Disclosures under the heading ‘Sustainability performance’ on pages 64 to 67.

•Disclosures under the heading ‘Doing business the right way, from grain to glass’ on pages 68 to 71.

•Disclosures under the headings ‘Society 2030: Spirit of Progress’ on pages 111, 115, 118, 122 and 127 in relation to each reporting segment in the Business review.

•Disclosures under the headings ‘Workforce engagement statement’, ‘Internal control and risk management’ and ‘Political donations’ on pages 169 to 173.

•Disclosures under the headings ‘Disclosure of information to the auditor’ and ‘Corporate governance statement’ on page 215.

Recent trends

The following comments were made by Ivan Menezes, Chief Executive of Diageo, in Diageo’s preliminary results announcement on 29 July 2021:

I am very pleased with the strong financial results we have delivered in fiscal 21, while continuing to invest in long-term sustainable growth. We delivered organic net sales growth across all regions, led by a strong performance in North America, and we held or gained off-trade market share in over 85%(i) of our business. These results demonstrate the strength and relevance of our brands and the extraordinary efforts of our talented people. I would like to thank all of my colleagues for their dedication and resilience, and to express my deepest condolences to all who have lost loved ones this year due to the pandemic.

I believe that our foundation, built through outstanding brand-building, active portfolio management, consumer-led innovation, smart investment in data analytics tools and embedding a culture of everyday efficiency, has been a key competitive advantage for Diageo. We were well-positioned to successfully manage the challenges created by Covid-19, we have responded quickly to changing consumer trends and we have emerged stronger.

A key priority has been supporting the hospitality sector through the pandemic, including our $100 million global fund to enable the safe re-opening and recovery of pubs and bars. We have also built on our successful ESG track record with the launch of ‘Society 2030: Spirit of Progress’, our new 10-year action plan to shape a more sustainable and inclusive business.

While our business has recovered strongly in fiscal 21, with net sales growth on a constant basis ahead of fiscal 19 in three of our five regions, we expect near-term volatility in some markets. However, I remain optimistic about the growth prospects for our industry, with spirits continuing to gain share of total beverage alcohol globally and premiumisation trends remaining strong. I believe Diageo is very well positioned to capture these exciting opportunities to drive long-term sustainable growth and shareholder value.

(i) Source: Internal estimates incorporating AC Nielsen, Association of Canadian Distillers, Dichter & Neira, Frontline, Intage, IRI, ISCAM, NABCA, Scentia, State Monopolies, TRAC and other third-party providers. All analysis of data has been applied with a tolerance of +/- 3 bps. Percentages represent percent of markets by total Diageo net sales contribution that have held or gained off-trade share. India and Canada share data represents total trade. Measured markets indicates a market where we have purchased any market share data. Market share data may include beer, wine, spirits or other elements. Measured market net sales value sums to 87% of total Diageo net sales value in fiscal 21.

Historical information

The following tables present selected consolidated financial data for Diageo for the five years ended 30 June 2021 and as at the respective year ends. The data presented below for the five years ended 30 June 2021 and the respective year ends has been derived from Diageo’s consolidated financial statements, audited by Diageo’s independent auditor, PricewaterhouseCoopers LLP for each of the five years ended 30 June 2021.

Income statement data


	Year ended 30 June
	2021 £ million	2020 £ million	2019 £ million	2018 £ million	2017 £ million
Sales	19,153	17,697	19,294	18,432	18,114
Excise duties	(6,420)	(5,945)	(6,427)	(6,269)	(6,064)
Net sales	12,733	11,752	12,867	12,163	12,050
Cost of sales	(5,038)	(4,654)	(4,866)	(4,634)	(4,680)
Gross profit	7,695	7,098	8,001	7,529	7,370
Marketing	(2,163)	(1,841)	(2,042)	(1,882)	(1,798)
Other operating items	(1,801)	(3,120)	(1,917)	(1,956)	(2,013)
Operating profit	3,731	2,137	4,042	3,691	3,559
Non-operating items	14	(23)	144	—	20
Net interest and other finance charges	(373)	(353)	(263)	(260)	(329)
Share of after tax results of associates and joint ventures	334	282	312	309	309
Profit before taxation	3,706	2,043	4,235	3,740	3,559
Taxation	(907)	(589)	(898)	(596)	(732)
Profit from continuing operations	2,799	1,454	3,337	3,144	2,827
Discontinued operations	—	—	—	—	(55)
Profit for the year	2,799	1,454	3,337	3,144	2,772

Weighted average number of shares	million	million	million	million	million
Shares in issue excluding own shares	2,337	2,346	2,418	2,484	2,512
Dilutive potential ordinary shares	8	8	10	11	11
	2,345	2,354	2,428	2,495	2,523
Per share data	pence	pence	pence	pence	pence
Dividend per share	72.55	69.88	68.57	65.30	62.20
Basic earnings per share
Continuing operations	113.8	60.1	130.7	121.7	108.2
Discontinued operations	—	—	—	—	(2.2)
	113.8	60.1	130.7	121.7	106.0
Diluted earnings per share
Continuing operations	113.4	59.9	130.1	121.1	107.7
Discontinued operations	—	—	—	—	(2.2)
	113.4	59.9	130.1	121.1	105.5

Historical information (continued)

Balance sheet data


	As at 30 June
	2021 £ million	2020 £ million	2019 £ million	2018 £ million	2017 £ million
Non-current assets	20,508	21,837	21,923	21,024	20,196
Current assets	11,445	11,471	9,373	8,691	8,652
Total assets	31,953	33,308	31,296	29,715	28,848
Current liabilities	(7,142)	(6,496)	(7,003)	(6,360)	(6,660)

DIAGEO PLC [DEO] Filings

DIAGEO PLC [DGEAF] Filings