Diageo Annual Report 2003 Diageo Annual Report 2003 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 © 2003 Diageo plc.All rights reserved. All brands mentioned in this annual report are trademarks and are registered and/or otherwise protected in accordance with applicable law. Diageo employs over 20,000 talented people.It is our people who make us who we are.Each one of them is passionate about our consumers and committed to delivering great performance and shareholder value.Featured on the cover of this report, in recognition of special individual contribution is Theresa Zelewski. Designed and produced by Radley Yeldar. Printed by CTD Capita. If you have access to the internet, you are invited to visit Diageo’s web site at: www.diageo.com. This site includes the annual report. Contents 1Highlights 2Chairman's statement 3Chief Executive's review 5Five year information 9Business description 9Overview 9Strategy 9Premium drinks 16 Other businesses 17 Discontinued operations 17 Risk factors 20 Cautionary statement concerning forward-looking statements 21 Operating and financial review 21 Introduction 22 Operating results – 2003 compared with 2002 33 Operating results – 2002 compared with 2001 45 Trend information 46 Liquidity and capital resources 49 Risk management 51 Critical UK GAAP accounting policies 51 New accounting standards 52 Discussion of US GAAP differences 54 Directors and senior management 57 Directors' remuneration report 65 Corporate governance report 70 Directors' report 71 Consolidated financial statements and other financial information 71 Independent auditor’s report 72 Consolidated profit and loss account 74 Consolidated balance sheet 75 Consolidated cash flow statement 76 Consolidated statement of total recognised gains and losses 76 Note of consolidated historical cost profits and losses 77 Accounting policies 79 Notes to the consolidated financial statements 126 Company balance sheet 127 Notes to the company balance sheet 129 Principal group companies 130 Additional information for shareholders 130 Legal proceedings 130 Material contracts 132 Related party transactions 132 Share capital 134 Memorandum and articles of association 136 Exchange controls 136 Documents on display 137 Taxation 140 Glossary of terms and US equivalents This is the annual report of Diageo plc for the year ended 30 June 2003 and it is dated 3 September 2003.It includes information that is required by the US Securities and Exchange Commission (SEC) for Diageo’s US annual filing on Form 20-F.This information may be updated or supplemented at the time of the filing of that document with the SEC or later amended if necessary. An annual review is issued to all shareholders.In addition, shareholders may elect to receive this annual report. This report includes names of Diageo’s products, which constitute trademarks or trade names which Diageo owns or which others own and licence 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.A glossary of terms used in this report is included at the end of the document. Diageo’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United Kingdom (UK GAAP), which is the group’s primary reporting framework.Unless otherwise indicated all other financial information contained in this document has been prepared in accordance with UK GAAP. The principal differences between UK and US GAAP are discussed in the operating and financial review and set out in the consolidated financial statements. 1 Diageo Annual Report 2003 Highlights Reported Organic Premium drinks organic movement 2003 2002 movement movement £ million £ million %%• Volume up 1% Turnover • Net sales up 4% Premium drinks 8,961 8,704 3 3 • Marketing up 5% Discontinued operations: • Operating profit* up 7% Burger King 479 1,123 • Operating margin* improved by 1.8 percentage points to 22.1% Pillsbury – 1,455 Other key financials 9,440 11,282 (16) • £97 million improvement in economic profit to £544 million Operating profit* • Free cash flow up £352 million to £1,144 million Premium drinks 1,976 1,766 12 7 • Return on invested capital improved by 0.8 percentage points Discontinued operations: to 12.8% Burger King 53 156 • £852 million returned to shareholders via share buy-back Pillsbury – 184 programme 2,029 2,106 (4) • Exceptional costs before taxation, £1,502 million, mainly the disposal of Burger King, £1,457 million • Associate income* increased to £478 million (2002 – £324 million) • Profit before tax and minority interests, £654 million • Earnings per share* up 13% to 49.0 pence (2002 – 43.2 pence) • Basic earnings per share of 2.4 pence impacted by loss on disposal • Recommended final dividend up 8.3% to 15.7 pence per share, of Burger King making 25.6 pence for the full year, an increase of 7.6% *Figures before exceptional items. Throughout the annual report,movements are described as 'reported' or ‘organic'.Reported means that the measure reflects the number included in the financial statements.Organic represents the movement excluding the impact of exchange,acquisitions and disposals.Volume has been measured on an equivalent units basis to nine litre cases of spirits (see Glossary). The market data contained in this annual report is taken from independent industry sources in the markets in which Diageo operates. The reporting format has been revised to separate goodwill amortisation from exceptional items.Goodwill amortisation is now included in the ‘before exceptional items’column of the profit and loss account. This document contains forward-looking statements that involve risk and uncertainty.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 page 20. 2 Diageo Annual Report 2003 Chairman’s statement Once again Diageo has faced a challenging climate in which to We are investing significantly in a range of initiatives including do business.An uncertain international situation, brittle economic advertising focusing on intelligent drinking, education programmes conditions in many markets and fragile consumer confidence have to explain the dangers of underage and binge drinking and server combined to create a testing trading environment. training to ensure that those who run bars have the expertise to Throughout the year the likelihood of war in Iraq and the threat stop misuse before it starts. of international terrorism were the backdrop to day-to-day business. We are determined to take a lead in our industry by setting the The death of our colleague Daniel Braden in the Bali atrocity was a standards of business practice.In an increasingly regulated field we grim reminder of our vulnerability.The prospect of conflict in Iraq set ourselves exacting standards in corporate governance.We have dominated international events and impacted both consumer made our financial reporting much more transparent by providing confidence and relations among trading partners.Such divisions the most comprehensive financial and business information.And for may yet damage long term business relationships.Although the the first time we have published a corporate citizenship report speedy conclusion to the initial phase of hostilities was to be detailing our social, environmental and economic performance. welcomed, subsequent world events show that the consequences At the heart of everything we do is our determination to meet for an international business like Diageo may take much longer to the current and future motivations of our consumers, the aspirations become clear. of our shareholders, and to release the potential of our employees. That said, a significant advantage of Diageo’s international reach We believe that in doing so we will ensure that Diageo is recognised is that it offers some protection against over reliance on any one as one of the world’s leading consumer goods businesses.These are part of the world.This year, political strife in Latin America caused very demanding goals.In steering the company towards them I am a previously extremely successful area of our business to falter. fortunate to be part of a highly experienced board.The senior In Brazil and Mexico uncertainty fuelled financial concerns and non-executive director, Sir Robert Wilson, retires from the board impacted our performance.In Venezuela economic activity all but at the AGM in October 2003.He has made a very important stopped for much of the year as the country was gripped by civil contribution in Diageo’s first five years and I thank him for it. unrest, national strikes and crisis.In Venezuela, as in Colombia, I also acknowledge the tireless leadership of Paul Walsh, and the there is great credit to our employees for their commitment and unstinting efforts of his colleagues.In a challenging year Diageo dedication to Diageo in the face of very real personal danger. has made substantial progress, but we all recognise there is much More happily there are signs of returning consumer confidence work ahead of us to create the business we know this can become. in North America.US consumers are the engine