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Diageo Annual Report 2008 ANNUAL REPORT 2008 Diageo plc 8 Henrietta Place London W1G 0NB United Kingdom Tel +44 (0) 20 7927 5200 Fax +44 (0) 20 7927 4600 www.diageo.com Registered in England No. 23307 © 2008 Diageo plc. All rights reserved. All brands mentioned in this Annual Report are trademarks and are registered and/or CELEBRATING LIFE, otherwise protected in accordance with applicable law. EVERY DAY, EVERYWHERE CONTENTS CHAIRMAN’S STATEMENT P4 CHIEF EXECUTIVE’S REVIEW P6 OUTSTANDING BRANDS P8 OUR MARKETS P10 PERFORMANCE SUMMARY 68 Market risk sensitivity analysis 148 Accounting policies of the company 2 Highlights 69 Critical accounting policies 149 Notes to the company financial statements 4 Chairman’s statement 71 Adoption of IFRS 151 Principal group companies 6 Chief executive’s review 71 New accounting standards 8 Outstanding brands ADDITIONAL INFORMATION FOR 10 Our markets GOVERNANCE SHAREHOLDERS 12 Historical information 73 Our board of directors and the 153 Legal proceedings executive committee 153 Related party transactions BUSINESS DESCRIPTION 74 Directors and senior management 153 Material contracts 17 Strategy 76 Directors’ remuneration report 153 Debt securities 18 Premium drinks 88 Corporate governance report 153 Share capital 24 Disposed businesses 94 Directors’ report 155 Memorandum and articles of association 24 Risk factors 158 Exchange controls 27 Cautionary statement concerning FINANCIAL STATEMENTS 158 Documents on display forward-looking statements 97 Independent auditor’s report to the 158 Taxation members of Diageo plc 161 Glossary of terms and US equivalents BUSINESS REVIEW 98 Consolidated income statement 29 Introduction 99 Consolidated statement of recognised 31 Operating results – income and expense 2008 compared with 2007 100 Consolidated balance sheet 47 Operating results – 101 Consolidated cash flow statement 2007 compared with 2006 102 Accounting policies of the group 63 Trend information 106 Notes to the consolidated financial For more information please visit us online at 63 Liquidity and capital resources statements www.diageo.com 66 Contractual obligations 146 Independent auditor’s report 66 Off-balance sheet arrangements to the members of Diageo plc 67 Risk management 147 Company balance sheet This is the Annual Report of Diageo plc for the year ended 30 June 2008 This report includes names of Diageo’s products, which constitute and it is dated 27 August 2008. It includes information that is required trademarks or trade names which Diageo owns or which others own by the US Securities and Exchange Commission (SEC) for Diageo’s US and license to Diageo for use. In this report, the term ‘company’ refers to filing of its Annual Report on Form 20-F.This information may be updated Diageo plc and the terms ‘group’ and ‘Diageo’ refer to the company and or supplemented at the time of the filing of that document with the its consolidated subsidiaries, except as the context otherwise requires. SEC or later amended if necessary, although Diageo does not undertake A glossary of terms used in this report is included at the end of the to update any such information.The Annual Report is made available document. Diageo’s consolidated financial statements have been prepared to all shareholders on its website (www.diageo.com).The content of the in accordance with International Financial Reporting Standards (IFRS) as company’s website should not be considered to form a part of or be endorsed and adopted for use in the European Union (EU) and IFRS as incorporated into this document. 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 Designed and produced by 35 Communications, prepared in accordance with IFRS. printed by CTD on behalf of RR Donnelley. 2 PERFORMANCE SUMMARY BUSINESS DESCRIPTION DIAGEO | ANNUAL REPORT 2008 DIAGEO IN 2008 > WE ARE THE WORLD’S LEADING PREMIUM BUSINESS REVIEW DRINKS COMPANY WITH A RANGE OF OUTSTANDING BRANDS > WE OPERATE IN 180 MARKETS ON FIVE CONTINENTS GOVERNANCE > WE ARE COMMITTED TO MARKETING OUR PREMIUM COLLECTION OF BRANDS IN A RESPONSIBLE MANNER FINANCIAL STATEMENTS > WE STAY FOCUSED ON DELIVERING POSITIVE TOP AND BOTTOM LINE PERFORMANCE THROUGH ORGANIC GROWTH AND SELECTIVE ACQUISITIONS OTHER INFORMATION OTHER > WE CONTINUE TO BUILD UPON A SOLID FOUNDATION FOR THE GROWTH OF OUR BUSINESS 1 DIAGEO | ANNUAL REPORT 2008 HIGHLIGHTS OUR PERFORMANCE AT A GLANCE £8,090m NET SALES £2,226m 59.3p OPERATING PROFIT BASIC EARNINGS PER SHARE 34.35p £1,252m RECOMMENDED FULL YEAR FREE CASH FLOW DIVIDEND PER SHARE Reported Organic 2008 2007 movement movement Volume in millions of equivalent units 145.0 141.3 3% 3% Net sales (£ million) 8,090 7,481 8% 7% Operating profit before exceptionals (£ million) 2,304 2,119 9% 9% Operating profit (£ million) 2,226 2,159 3% 9% Profit attributable to parent company’s equity shareholders* (£ million) 1,521 1,489 2% Basic eps* (pence) 59.3 55.4 7% * For the year ended 30 June 2008 reported effective tax rate of 24.9%. For the year ended 30 June 2007 reported effective tax rate of 32.4%. INFORMATION PRESENTED Unless otherwise stated in this document: net sales are sales after deducting excise duties and percentage movements are organic movements. Commentary, unless otherwise stated, refers to organic movements. Share, unless otherwise stated, refers to value share. See the ‘Business review’ for an explanation of organic movement calculations.The market data contained in this document is taken from independent industry sources in the markets in which Diageo operates. 2 PERFORMANCE SUMMARY BUSINESS DESCRIPTION DIAGEO | ANNUAL REPORT 2008 OTHER KEY HIGHLIGHTS > MARKETING SPEND INCREASED 5% > STRONG FREE CASH FLOW OF £1,252 MILLION > RECOMMENDED FULL YEAR DIVIDEND PER SHARE INCREASE OF 5% TO 34.35P BUSINESS REVIEW > £1.9 BILLION RETURNED TO SHAREHOLDERS: £857 MILLION IN DIVIDENDS AND £1,000 MILLION OF SHARE BUYBACKS GOVERNANCE Reported Organic Volume net sales net sales movement* movement movement BRAND PERFORMANCE OVERVIEW %%% Global priority brands 4 8 6 Local priority brands 2104 Category brands 1 8 10 Total 3 8 7 FINANCIAL STATEMENTS Key spirits brands:** Smirnoff vodka 8 12 10 Johnnie Walker 5 14 12 Captain Morgan 8 10 13 Baileys 1 6 3 J&B 5159 José Cuervo (4) (5) (3) Tanqueray 1 2 4 Crown Royal – North America 55 9 Buchanan’s – International (2) 15 5 Windsor – Asia Pacific 7 (17) (12) OTHER INFORMATION OTHER Guinness 1 9 6 Ready to drink (7) (4) (5) * Reported and organic volume movements are the same for all brands in all regions. ** Spirits brands excluding ready to drink. 3 DIAGEO | ANNUAL REPORT 2008 RESPONSIBLY MANAGING OUR BUSINESS CHAIRMAN’S STATEMENT WE BELIEVE THAT ALCOHOL CAN PLAY A RESPONSIBLE ROLE IN SOCIETY. DR FRANZ B HUMER, CHAIRMAN 1 6 2 5 4 3 GLOBAL MARKET SHARES IN PREMIUM SPIRITS 1 DIAGEO 28% 2 PERNOD RICARD 16% 3 BACARDI 11% 4 FORTUNE BRANDS 6% 5 BROWN-FORMAN 5% 6 OTHER 34% Source: Impact Databank Top 100 Spirits February 2008 4 PERFORMANCE SUMMARY BUSINESS DESCRIPTION DIAGEO | ANNUAL REPORT 2008 The year recorded in these pages is one of considerable achievement for Diageo. As the Chief executive’s review explains, the business has delivered another strong performance. 4 It has done so in increasingly testing circumstances. Last year’s Annual Report drew attention to the growing challenges faced by truly global BUSINESS AREAS businesses. Appropriately, companies which do business in the world’s marketplaces now have to do so with the highest possible standards of governance. In practice that means much greater scrutiny – by regulators and commentators – of our financial dealings and closer examination of our relationships with suppliers, customers and business partners.We welcome the application of those standards – as should our 18 0 shareholders – for the degree of assurance it offers. But we should also recognise that scrutiny brings with it significant new responsibilities for OPERATING MARKETS our management and additional costs to the business itself. For a company in the beverage alcohol business there is an extra dimension. In several markets the role of alcohol in society is at the heart of important public debates. From the outset we have chosen to be active participants in those debates, as we believe that alcohol should 17 play a responsible role in society, and it is right for beverage alcohol to be appropriately regulated and taxed.We also respect the rights FTSE100 RANKING BUSINESS REVIEW of those who choose not to enjoy alcohol. AT 27 AUGUST 2008 This is the first opportunity I have had as chairman to contribute to Diageo’s Annual Report. I do so reviewing a year throughout which my distinguished predecessor, Lord Blyth, was chairman. Lord Blyth chaired the board for eight years – throughout Diageo’s transformation into the world’s leading premium drinks business.That period included the sale 4 1 of Pillsbury and Burger King, the acquisition of a substantial part of the Seagram spirits and wine business, Bushmills, Chalone Wine Group and – most recently – our stake in the 50:50 company for Ketel One vodka. He created a most effective partnership with our chief executive, Paul Walsh. He also oversaw the transformation of the board into one of truly 3 GOVERNANCE international character, and was a highly regarded representative of the business to governments, business partners and shareholders. On behalf 2 of everyone associated with Diageo, I thank Lord Blyth for his remarkable work and wish him very well in all he does in the future. 2008 NET SALES BY REGION* 1 NORTH AMERICA £2,523m 2 EUROPE £2,630m Dr Franz B Humer, Chairman 3 INTERNATIONAL £1,971m FINANCIAL STATEMENTS 4 ASIA PACIFIC £877m * Excludes corporate net sales OTHER INFORMATION OTHER For more information please visit us online at Lord Blyth of Rowington www.diageo.com 5 DIAGEO | ANNUAL REPORT 2008 FOCUS ON DELIVERY CHIEF EXECUTIVE’S REVIEW OUR BRANDS CONTINUE TO BENEFIT FROM MARKETING SPEND EFFICIENCIES AND OUR GLOBAL SCALE.