0000835403ifrs-full:ContingentLiabilityArisingFromPostemploymentBenefitObligationsMemberifrs-full:TopOfRangeMembercountry:GB2030-12-310000835403deo:UndiscountedAmountMemberifrs-full:LaterThanThreeYearsAndNotLaterThanFiveYearsMemberdeo:CrossCurrencySwapsMember2023-06-30

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
OR
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended: 30 June 20222023
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
OR
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 classTrading symbol(s)Name of each exchange on which registered
American Depositary SharesDEONew York Stock Exchange
Ordinary shares of 28101/108 pence each
New York Stock Exchange(i)
8.000% Guaranteed Notes due 2022DEO/22ANew York Stock Exchange
7.450% Guaranteed Notes due 2035DEO/35New York Stock Exchange
4.250% Guaranteed Notes due 2042DEO/42New 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.

1


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: 2,497,679,9972,459,843,065 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 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
þ
Accelerated FilerNon-Accelerated FilerEmerging 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 ¨

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


2

Contents
5   Cross reference to Form 20-F
7   Introduction
10   Strategic report
1011   Business descriptionIn memory of Ivan
1013 Our brands
12 Connecting purpose to performanceDiageo at a glance
14   Chairman’s statementFinancial Performance
15 Our brands
17   Our investment propositionChairman's statement
1920   Chief Executive’sExecutive's statement
22 Our market dynamicsMarket overview
2724   Our business modelInvesting for the long-term
3026 Our peopleDelivering our performance ambition
32 Our strategic prioritiesBusiness model
4734 Monitoring performance and progressWorld class brand building
5035 Performing against our 2030 targetsSupply chain efficiency
5736 Our ESG reporting approachEntrepreneurial spirit
5837   Responding to climate-related risksKey performance indicators
8041 Cautionary statement concerning forward-looking statementsGroup financial review
8241 Risk factors
93Business reviewChief Finance Officer introduction
93 44Operating results 2023 compared with 2022
69  Operating results 2022 compared with 2021
12870   Liquidity and capital resources
133
75   Definitions and reconciliation 'Society 2030: Spirit of non-GAAP measures to GAAP measuresprogress'
111Cautionary statement concerning forward-looking statement
113Risk factors
145124Non-financial and sustainability information statement
125   Governance
145125 Letter from the Chairman
127   Board of Directors
148129   Executive Committee
150131 Corporate governance reportGovernance Structure
167146   Audit Committee report
173154 Nomination Committee report
176158 Directors’ remuneration report
210196   Directors’ report

3

Contents (continued)

215201   Financial statements
215201 Report of Independent Registered Public Accounting Firm - PCAOB ID 876
218204   Consolidated income statement
219205   Consolidated statement of comprehensive income
220206   Consolidated balance sheet
221207   Consolidated statement of changes in equity
222208   Consolidated statement of cash flows
223209   Notes to the consolidated financial statements
223209   Accounting information and policies
226212   Results for the year
243229   Operating assets and liabilities
267254   Risk management and capital structure
286272   Other financial statements disclosure
293280Unaudited financial information
295292Reporting boundaries and methodology
316Additional disclosures
322   Additional information for shareholders
298 Taxation
303324   Exhibits
305326   Signature
306327   Glossary of terms and US equivalents

4

Cross reference to Form 20-F
ItemRequired item in Form 20-FPage(s)
Part I
1.Identity of directors, senior management and advisersNot applicable
2.Offer statistics and expected timetableNot applicable
3.Key information
A. [Reserved]
B. Capitalisation and indebtednessNot applicable
C. Reason for the offer and use of proceedsNot applicable
D. Risk factors82-92113-123
4.Information on the company
A. History and development of the company7, 101-105, 138, 232-235, 237-238, 243-247, 290, 295-297, 3017-8, 43, 65-68, 218-221, 223-224, 229-233, 276, 316, 317, 322
B. Business overview7, 8, 22-26, 40, 58, 59, 80, 81, 85-88, 90, 93-127, 133, 138, 226-231, 232-235, 243-252, 254, 295-3017-8, 22-23, 42, 43, 51-58, 62-63, 65, 67-68, 111-112, 117-118, 121-122, 213-215, 218-221, 229-239, 241, 316, 317-318
C. Organisational structure291278
D. Property, plant and equipment107, 111, 114-115, 117, 120, 127, 232-233, 252-255, 295, 29643, 241-242, 316
4A.Unresolved staff commentsNot applicable
5.Operating and financial review and prospects
A. Operating results22-26, 36-37, 90-92, 93-127, 136-137, 223-236, 267-276, 297-30122-23, 31, 37-38, 62-63, 64, 113-114, 120-121, 209-221, 254-263, 284, 317-319
B. Liquidity and capital resources19-20, 48, 93, 95-99, 104, 105, 128-132, 139, 264-276, 29037-38, 49, 66-68, 70-74, 251-263, 276-277, 286-289
C. Research and development, patents and licenses, etc.297317
D. Trend information19, 22-25, 80-8117, 20-21, 22-23, 34, 41-68, 111-112
E. Critical Accounting EstimatesNot applicable
6.Directors, senior management and employees
A. Directors and senior management145-149127-132, 141
B. Compensation176-178, 185-189, 193-200, 206, 180-209, 257-263, 290, 29168, 167-176, 181-182, 192, 244-250, 276-277
C. Board practices145-149, 168, 181, 190-19218, 132-136, 147, 172, 173
D. Employees30, 31, 23284, 217
E. Share ownership201, 283-285186, 270-271
F. Disclosure of a registrant’s action to recover erroneously awarded compensationNot applicable
7.Major shareholders and related party transactions
A. Major shareholders211197
B. Related party transactions290-291276-277
C. Interests of experts and counselNot applicable
8.Financial information
A. Consolidated statements and other financial information215-29417, 42, 65, 201-291
B. Significant changes292279
9.The offer and listing
A. Offer and listing details1, 211-212197-198
B. Plan of distributionNot applicable
C. Markets211-212197-198
D. Selling shareholdersNot applicable
E. DilutionNot applicable
F. Expenses of the issueNot applicable
5

Cross reference to Form 20-F (continued)
ItemRequired item in Form 20-FPage(s)
10.Additional information
A. Share capitalNot applicable
B. Memorandum and articles of association212, 303324
C. Material contracts190, 283-285, 303, 304270-271, 324-325
D. Exchange controls302322
E. Taxation298-301224-228, 318-320
F. Dividends and paying agentsNot applicable
G. Statement by expertsNot applicable
H. Documents on display301322
I. Subsidiary informationNot applicable
11.Quantitative and qualitative disclosures about market risk131, 267-276254-263
12.Description of securities other than equity securities
A. Debt securitiesNot applicable
B. Warrants and rightsNot applicable
C. Other securitiesNot applicable
D. American depositary shares211, 212198
Part II
13.Defaults, dividend arrearages and delinquenciesNot applicable
14.
Material modifications to the rights of security holders and use of proceeds
Not applicable
15.Controls and procedures
A. Disclosure controls and procedures168147
B. Management’s report on internal control over financial reporting165152
C. Attestation report of the registered public accounting firm215-217201-203
D. Changes in internal control over financial reporting165152
16A.Audit committee financial expert169149
16B.Code of ethics170149-150
16C.Principal accountant fees and services168-169, 231148, 217
16D.Exemptions from the listing standards for audit committeesNot applicable
16E.Purchases of equity securities by the issuer and affiliated purchasers103, 132, 276, 279-28166, 267-268
16F.Change in registrant’s certifying accountantNot applicable
16G.Corporate governance166133-134
16H.Mine safety disclosureNot applicable
16I.Disclosure Regarding Foreign Jurisdictions that Prevent InspectionsNot applicable
16J.Insider trading policiesNot applicable
Part III
17.Financial statementsNot applicable
18.Financial statementsSee Item 8
19.Exhibits303-304324-325
Additional information
Glossary of terms and US equivalents306-307327-328

6

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 thannearly 180 countries around the world and its brands include Johnnie Walker, Crown Royal, JεB and Buchanan’s whiskies, Smirnoff, Cîroc and Ketel One vodkas, Captain Morgan, Baileys, Don Julio, Casamigos, 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 16 Great Marlborough Street, London W1F 7HS, England and its telephone number is +44 (0) 20 7947 9100. Diageo plc’s agent for service in the United States for the purposes of Diageo’s registration statement on Form F-3 (333-242234)(333-269929) 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 2022.2023. 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 2022,2023, 30 June 20212022 and/or 30 June 2020.2021. The accounts for the years ended 30 June 20212022 and 30 June 20202021 have been delivered to the registrar of companies for England and Wales and those for the year ended 30 June 20222023 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 80-81.111-112.
The content of the company’s website (www.diageo.com) shouldThis document may contain inactive textual addresses to websites operated by Diageo (including www.diageo.com) and third parties. Reference to such websites is made for information purposes only, and any information found at such websites does not be considered to form a part of or bethis document and is not incorporated by reference into this report.document. Diageo does not make any representation or warranty with respect to the accuracy or completeness of, or take any responsibility for, any information found at any websites operated by third parties. 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.
On 31 December 2020, International Financial Reporting Standards (IFRSs) as adopted by the European Union (EU) at that date
were brought into UK law and became UK-adopted International Accounting Standards, with future changes being subject to
endorsement by the UK Endorsement Board. Diageo plc transitioned to UK-adopted International Accounting Standards in its consolidated financial statements on 1 July 2021. This change constitutes a change in accounting framework. However, there is no impact on recognition, measurement or disclosure in the period reported as a result of the change in framework.
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 (IFRSs) adopted by the UK IFRSs as adopted by the EU(UK-adopted International Accounting Standards) and IFRSs, as issued by the IASB, including interpretations issued by the IFRS Interpretations Committee. IFRS as adopted by the UK and 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.

The financial performance expectations related to Diageo’s future organic net sales growth and organic operating profit growth, Diageo’s fiscal 2324 outlook, Diageo’s medium-term guidance for fiscal 23 to fiscal 25, Diageo’s supply chain agility programme, future Total Beverage Alcohol market share ambitions and any other statements related to Diageo’s performance expectations for the year ending 30 June 20232024 or thereafter included in this document have been prepared by and are the responsibility of Diageo’s management.
PricewaterhouseCoopers LLP has not audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the
financial performance expectations and, accordingly, PricewaterhouseCoopers LLP does not express an opinion or any other form of
assurance with respect thereto. The PricewaterhouseCoopers LLP report included in this document relates to Diageo’s historical
financial statements. It does not extend to the financial performance expectations and should not be read to do so. The financial
performance expectations were not prepared with a view toward compliance with published guidelines of the Securities and Exchange
Commission or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation
of prospective financial information.


7

Introduction (continued)
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. See page 133 280 for explanation and reconciliation of non-GAAPnon-
GAAP measures, including organic net sales, organic operating profit, free cash flow, eps before exceptionals, ROIC, adjusted net
debt, adjusted EBITDA and tax rate before exceptional items.

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.

8

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 ‘Our brands’headings ‘Strategic report’ and ‘In memory of Sir Ivan Menezes’ on pagepages 10 to 11.
Disclosures under the heading ‘Connecting purpose to performance’headings ‘Celebrating life, every day, everywhere’ and ‘A brilliant blend of people and brands’ on pages 12 to 13.
Disclosures under the heading ‘Fiscal 23 non-financial performance’ on page 14.
Disclosures under the heading ‘Our brands’ on pages 15 to 16.
Disclosures under the headings ‘Global environment’,‘Long-term view’‘A solid platform for future growth’, ‘Building an entrepreneurial culture’‘Long-term value creation’, ‘Engaging Stakeholders’‘Employee engagement’, ‘Creating value’‘Delivering ‘Society 2030: Spirit of Progress’’, and ‘Looking ahead’‘Leadership’ in the Chairman’s statement on pages 1417 to 16.18.
Disclosures under the heading ‘Statement on Section 172 of the Companies Act 2006’ on page 16.
Disclosures under the heading ‘Our investment proposition’ on pages 17 to 18.19.
Disclosures under the headings ‘Another year of strong performance’, ‘Engine for growth’, ‘Doing business the right way’, and ‘Outlook’‘Looking forward’ in the Chief Executive’s statement on pages 1920 to 21.
Disclosures under the heading ‘Our business‘Investment case’ on pages 24 to 25.
Disclosures under the heading ‘Strategy’ and ‘Strategic Priorities’ on pages 26-31.
Disclosures under the heading ‘Business model’ on pages 2732 to 29.33.
Disclosures under the heading ‘World-Class Brand building’ on page 34.
Disclosures under the heading ‘Supply chain efficiency’ on page 35
Disclosures under the heading ‘Entrepreneurial spirit’ on page 36.
Disclosures under the heading 'Health and safety' on pages 84-85.
Disclosures under the headings ‘Delivering our Performance Ambition’‘Stakeholder engagement’, ‘Our strategic outcomes’‘Wider stakeholder engagement’ and ‘Our culture and values’ in the section ‘Our strategic priorities’ on page 32.
Disclosures under the heading ‘Doing business the right way, from grain to glass’‘Workforce Engagement statement’ on pages 54137 to 56.143.
Disclosures under the headings ‘Society 2030: Spirit of Progress’ on pages 108, 112, 115, 117-118 and 120-121 in relation to each reporting segment in the Business review.
Disclosures under the heading ‘Stakeholder engagement’ on pages 156 to 159.
Disclosures under the headings ‘Workforce engagement statement’, ‘Internal control and risk management’, ‘Viability statement’, ‘Going concern’, and ‘Political donations’ on pages 161144 to 164.145.
Disclosures under the headings ‘Disclosure of information to the auditor’ and ‘Corporate governance statement’ on page 210.196.
Disclosures under the heading 'Unaudited financial information'‘Non-financial reporting boundaries and methodologies’ on pages 293292 to 294.315.
9


Strategic report

Business description

Our brands“Ivan was undoubtedly one of the finest leaders of his generation. He was there at the creation of Diageo and over 25 years, shaped the company to become one of the best performing, most trusted and respected consumer companies. I saw first-hand his steadfast commitment to our people and to creating a culture that enabled everyone to thrive. He invested his time and energy in people at every level of the company and saw potential that others may have overlooked. This is one of many reasons why he was beloved by our employees, past and present.

With over 200Ivan’s energy and his commitment to diversity created an inclusive business and enabled Diageo to have a positive impact on the communities we serve. His passion for our brands was second-to-none and sales in more than 180 countries, our portfolio offers something for every tastehis heart, he remained the Johnnie Walker marketer from his early days. The desire to build the world’s best brands never left him. We are truly privileged to have had the opportunity to work alongside such a thoughtful and celebrationpassionate colleague and friend – a true gentleman. He has built an extraordinary legacy.”

A global giant with a local voiceJavier Ferrán
Johnnie Walker is the world’s number one Scotch whisky brand.1 Following the celebration of the brand’s 200th year in 2020, this year we’ve taken the first bold steps into a new chapter of Johnnie Walker’s remarkable journey. We also welcomed over 235,000 visitors2 to Johnnie Walker Princes Street, our newly opened visitor experience in Edinburgh, and unveiled a new era of the brand’s iconic ‘Keep Walking’ story.
During the pandemic, people around the world experienced dramatic shifts in their everyday lives. At Johnnie Walker, these changes, combined with our consumer insight, created an opportunity to instil the iconic ‘Keep Walking’ line with contemporary meaning, continuing to build this global giant through new, local connections. Hot on the heels of unveiling a bold new look for Johnnie Walker, we launched our new ‘Keep Walking’ campaign in October 2021. For more than 20 years, Johnnie Walker has inspired people with these two simple words, and this next chapter will continue to build cultural relevance for the brand among the next generation of whisky drinkers.
Our campaign burst onto screens, into venues, social feeds and advertising spaces, in over 50 countries. Through partnerships with local changemakers, including CL, the South Korean rapper; Burna Boy, the Nigerian singer, songwriter and performance artist; and DJ Alok, the Brazilian DJ and record producer, we reconnected people with the socialising spaces they had missed for so long. We broke away from more conventional communications, telling the story of African creativity in an award-winning documentary, ‘The Ones Who Keep Walking’, which was made with the Forbes 30-under-30 director, Amarachi Nwosu. We shared inspiring quotes on progress from famous personalities, such as Grace Jones, Mark Twain and Mae West across city skylines and cultural hot spots. And our television and cinema advertisement ‘Anthem’ brought Johnnie Walker’s charismatic spirit and the power of ‘Keep Walking’ to life with energy and optimism.
Johnnie Walker organic net sales grew 34% this year, surpassing 21 million nine-litre cases. And the ‘Keep Walking’ campaign’s success speaks for itself. We’re proud that, judged against 13,000 other advertisements, ‘Keep Walking’ won three top 10 places in Kantar’s Creative Effectiveness Awards 2022.

2 out of 4:
We own Johnnie Walker and Smirnoff, two of the world’s four largest international spirits brands by retail sales value3

Brand building expertise
We are driven to be the world’s best brand builder, leading the way in premium drinks. Global or local, every one of our brands has a story. Many bear witness to the changing world over centuries, while others are products of our world today. All have a purpose and role to play in creating enduring connections with people. While we honour the past, we’re passionate about nurturing categories old and new, and about building authentically crafted, culturally relevant brands.
From much-loved, established brands to the latest innovations, we move at pace with the latest trends, creating products, tastes and experiences for people to enjoy as part of celebrations big or small.
We are obsessed with building brands that will stand the test of time. This requires focus, precision and investment, in what we call a perfect blend of ‘creativity with precision’. It describes how we effectively combine data, insights and innovation with the creative flair our consumers expect from us, as the custodian of some of the most iconic brands in the world.Chairman


10


In memory of
Sir Ivan Menezes
1959-2023


1. IWSR, 2021Career highlights
2.Ivan Manuel Menezes was born on 10 July 1959, in Pune, India. He held UK and US citizenship, and Overseas Citizenship for India.
Ivan joined Diageo internal data – 6 September 2021at its creation in 1997 and held many senior positions in a career spanning over 25 years at the company. He had been the Strategy Director for Guinness plc, and when Diageo was created through the merger of Guinness plc and Grand Metropolitan, Ivan was appointed Group Integration Director tasked with integrating this ‘merger of equals ’.
He became Global Marketing Director, UDV, in 1998 and was responsible for developing the now iconic ‘Keep Walking’ campaign for Johnnie Walker.
He subsequently held several senior positions within Diageo including Chief Operating Officer; President, Diageo North America; Chairman, Diageo Asia Pacific; and Chairman, Diageo Latin America and Caribbean.
Ivan was appointed to the Board as an Executive Director of Diageo in July 2012 and served as Chief Executive Officer since July 2013. He was due to retire on 30 June 20222023.
3. IWSR, 2021
10

Business description (continued)
Baileys: Halloween isDuring his decade as Chief Executive, Ivan oversaw an outstanding period of change, growth and high performance. Diageo made huge strides towards his ambition for adults, too
Featuring three of the United Kingdom’s most popular drag queens making a deliciously wicked Baileys S’mores martini cocktail, Baileys’ ‘Witches’ campaign and television advertisement launched in over 10 countries in October 2021, celebrating Baileys as the ultimate adult Halloween treat. Developed in partnership with Diageo’s LGBTQ+ employee group, the Rainbow Network, the campaign put inclusivity at the heart ofcompany to become one of the biggest treating eventsbest performing, most trusted and respected companies in the world.
Now selling over 200 brands in nearly 180 countries, today Diageo is the number one company by retail sales value in international spirits, including tequila(1), a category in which only eight years ago the company had no substantive position.
Ivan was particularly proud to announce that in December 2022, Guinness was ranked the number one selling beer by value for the first time in the on-trade in Great Britain.(2)
Ivan was an inspirational champion for both women and ethnic minorities in business. In 2008, there were no women on Diageo’s Executive Committee; today, over half are women, including his successor as Chief Executive, the Chief Financial Officer and the Presidents of Diageo’s largest markets – North America, Europe and India, and almost half of the Executive Committee are ethnically diverse.
Ivan was determined to be a pioneer on environmental, social and governance (ESG) issues, committing that Diageo would have a positive impact on society everywhere it operates. Diageo reduced carbon emissions in absolute terms under his leadership – even as the company significantly increased production and sales.
Over the last five years, Diageo’s total shareholder returns have outperformed the FTSE 100, and the company has continued its progressive policy to increase dividends every year.
In January 2023, Ivan was awarded a knighthood for services to business and to equality in His Majesty The King’s 2023 New Year Honours List.

£6.1bn4(1) IWSR, 2022
We are the global leader in super premium and above international spirits with retail sales value of over £6.1bn(2) CGA, 4 weeks to 3 December 2022

11


It’s not teatime – it’s T-Time
Tanqueray prides itself on its unique mix of ingenuity and heritage. And in March 2022, the brand found a fitting creative partner in the Netflix Regency era-inspired series, Bridgerton. To mark the premiere of the hit show’s second season, fans were cordially invited to ‘Make it T-Time’.That is, teatime with a modern Tanqueray twist, with singer and Tanqueray brand partner, Joe Jonas.

Raising 'One for the Sea'
Made on the rugged shores of the Isle of Skye, Talisker shares its spirit with the wildness and adventure of the sea. This is why the brand has partnered with Parley for the Oceans to ‘Rewild Our Seas’, committing to preserve and protect 100 million square metres of marine ecosystems around the world by the end of 2023. Through the ‘One for the Sea’ campaign, first launched in 2020, Talisker and Parley have reached millions with their message, underpinned by activations including a celebrity swim in Brighton and limited-edition engraved bottles.Celebrating life,
every day,
everywhere



We are a global leader in spirits.
4. IWSR, 2021From centuries-old names to
11
the latest innovations, we have

Business description (continued)
over 200 brands and sell in nearly
Connecting purpose to performance180 countries.

Building a company that can prosper over the long term
Today,At Diageo, we are onecommitted to
building and sustaining the very
best portfolio of brands, in what we
believe to be the world’s leading companies. most exciting
consumer products category.

(


Visit diageo.com for more information

12



Diageo at a glance

A business tunedbrilliant blend
of people and
brands

Since its formation more than 25 years ago, Diageo has been committed to respond to the needs of all our stakeholders and society at large. Arthur Guinness, Charles Tanqueray, Elizabeth Cumming, John Walker and those who followed in their footsteps, were incredible innovators and entrepreneurs. They understood, as we do today, that our distilleries, breweries and the hospitality industry we serve are at the heart of local communities, and that our business will only thrive if it helps these communities prosper too. That’s why we believe that our responsibility and influence extend beyond our direct operations.
We’re building and nurturing some of the world’s most iconic brands which are rooted in culture and local communities, which is why we’re focussed on creating an inclusive, sustainable business in its widest sense.communities.

From a pint of Guinness to a Johnnie Walker highball, a Don Julio margarita to a Tanqueray and tonic, the brands behind our drinks have become household names. And whether local or global, all our products share a common goal: to be part of celebrations, big or small.
Our position across total beverage alcohol (TBA) means we have a long runway for quality, sustainable growth and we are confident in our ability to deliver. We believe the TBA market remains very attractive; over the past five years it has grown at a 4% compound annual growth rate (CAGR) by retail sales value, with spirits growing considerably faster at a 6% CAGR.(1)
AtTwo years ago we set out our 2030 share ambition to grow from a 4% to 6% value share of TBA. We are proud to be almost a third of the way there; we are now the leading international spirits player, holding a ~4.7% value share.(1) But we are confident that there is still plenty of headroom to grow.

The secret to our success is our understanding of those we serve. We constantly strive to know the consumers of our brands and our on-trade and off-trade customers better than anyone else. And we have invested in new digital and data capabilities to constantly evolve our insights, putting people at the heart of everythingthe way we do
make, market and sell our brands. With the right product in the right place at the right price, we are well positioned to win new consumers and retain existing ones.

OUR PURPOSE AND CULTURE
Celebrating life,But we know consumer habits are changing. Today, people prioritise quality over quantity – they are drinking better. We encourage this ‘premiumisation’; in fact, in every day, everywhere.region of the world, we have been steadily positioning our portfolio to capitalise on this long-term trend.
We have an accessible purpose that provides a holistic platformbelieve premiumisation goes hand in hand with moderation. And as we grow, we are committed to always encouraging moderation through the promotion of responsible drinking across our markets – it’s good for us to beconsumers, and good for business.
With more than 100 manufacturing sites and over 30,000 employees around the best we can be at work, at home and inworld, our communities. Our purpose is about celebrating life in its broadest sense and it goes hand-in-hand with performance: never one without the other.
Our culture is rooted in a deep sense of our purpose, the personal connections we have to our brands, our relationships with each other and our passion to win in the marketplace. Our footprint is truly global and we push ourselves to be worthy of people’s trust everywhere we live, work, source and sell.
At the core of
We are currently three years into our approach is a commitment to positive drinking through promoting moderation and addressing the harmful use of alcohol. That’s good for consumers and good for business.
Ourten-year ESG action plan, ‘Society 2030: Spirit of Progress’ ESG action plan sets ambitious goals that support. This starts with our commitmentpeople. We are creating an inclusive culture and providing them with the skills and opportunities to shaping a more sustainable and inclusive business and society.progress. We take great care in building sustainable supply chains; inare also focussed on protecting the environmentnatural world, preserving the water and resources on which we depend. By 2030, our ambition is to achieve net zero emissions across our direct operations (Scope 1 and 2) and to work in partnership with our suppliers to halve the natural resources we all rely on; andemissions in our commitmentsupply chain (Scope 3).
We know that purpose goes hand in hand with performance – never one without the other. This is why our ambition is to skills development, empowerment, inclusion and diversity.

OUR AMBITION
To bebecome one of the best performing, most trusted and respected consumer products companiescompanies.
We delivered over £3.1 billion through dividends and share buybacks to our shareholders in fiscal 23. And future investors can be confident too: we aim to consistently re-invest back into the business to continue growing.
Our consumer insights, strong sense of purpose and pursuit of financial excellence fuel our passion to become one of the best brand builders in the world.
To be best performing,In 1759, when Arthur Guinness signed a 9,000-year lease on the St James’s Gate brewery in Dublin, he wanted his business to last. This visionary thinking underpins why we needmust continue to deliver efficient growth and value creation for our shareholders. This means delivering quality sustainable growth in net sales; steady margin expansion; and reliable cash flows year after year. We don’t believe that we can become ‘best performing’ without also being ‘most trusted and respected’. This means we must do business the right way, from grain to glass, and ensure our people are highly engaged and continuously learning.glass.

Shaping the way we work
OUR VALUES
Our values underpin our business and guide how we work.
We are passionate about our customers and consumers and want to be the best. We give each other the freedom to succeed and value each other. Pride is a source of energy for our company and we work hard so we can be proud of what we do.

12

Business description (continued)
A roadmap for achieving our ambition
OUR STRATEGIC PRIORITIES
Our six inter-related and mutually reinforcing strategic priorities drive our company forward.
They help us deliver the strategic outcomes against which we measure our performance.
deo-20220630_g1.jpg


OUR STRATEGIC OUTCOMES
[EG] Efficient growth
[CT] Credibility and trust
[CVC] Consistent value creation
[EP] Engaged people
Read more on page 32.

Aligned to stakeholders’ interestsMeasuring our progress
OUR STAKEHOLDERSOUR KEY PERFORMANCE INDICATORS
Our people[EG] [CVC] Organic net sales growth
Consumers[EG] [CVC] Organic operating profit growth
Customers[EG] [CVC] Earnings per share before exceptional items
Suppliers[EG] [CVC] Free cash flow
Communities[CVC] Return on average invested capital
Investors[CVC] Total shareholder return
Governments and regulators[CVC] [CT] [EP] Percentage of ethnically diverse leaders globally
[CVC] [CT] [EP] Percentage of female leaders globally
[CT] [EP] Reach and impact of positive drinking programmes
[CT] [EP] Health and safety
[CT] [CVC] [EP] Water efficiency
[CT] [CVC] [EP] Carbon emissions
[CT] [EP] Employee engagement
Read more on pages 156-159.Read more on pages 47-53.

(1) IWSR 2022
13

Business description (continued)
P E R F O R M A N C E S N A P S H O T


Fiscal 23 financial performance

Volume
(equivalent units)
Net sales(2)
Operating profit
EU243.4m£17,113m£4,632m
(2022: EU263.0m)(2022: £15,452m)(2022: £4,409m)
Reported movement(7)%Reported movement11 %Reported movement5 %
Organic movement(1)
(1)%
Organic movement(1)
6 %
Organic movement(1)
7 %
Net cash from operating activitiesEarnings per share (eps)
Total recommended dividend per share(3)
£3,024m164.9p80.00p
(2022: £3,935m)(2022: 140.2p)(2022: 76.18p)
2023 free cash flow(1)
£1,800mReported movement18 %%
2022 free cash flow(1)
£2,783m
Eps before exceptional items movement(1)
8 %
Visit diageo.com for more information

Fiscal 23 non-financial performance
Positive drinkingInclusion and diversity
Water efficiency(4)
Carbon emissions(4)
1,985,81744%4.14l/l401
(2022: 607,374)(2022: 44%)(2022: 4.09l/l)(2022: 424)
Number of people
educated on the dangers
of underage drinking
through a Diageo
supported education
programme
Percentage of female leaders globallyWater use efficiency per litre of product packaged (litres/litre)
Total direct and indirect carbon emissions by weight (market/net based) (1,000 tonnes CO2e)
43%
(2022: 41%)
Percentage of ethnically diverse leaders globally

(1) See definitions and reconciliation of non-GAAP measures to GAAP measures on page 280-291.
(2) Net sales are sales less excise duties
(3) Includes recommended final dividend of 49.17p
(4) In accordance with Diageo’s environmental reporting methodologies and, where relevant, WRI/WBCSD GHG Protocol; data for the baseline year 2020 and for intervening period up to the end of last financial year has been restated where relevant.

Unless otherwise stated in this document, percentage movements refer to organic movements. For a definition of organic movement and reconciliation of all non-GAAP measures to GAAP measures, see pages 280-291.Share refers to value share. Percentage figures presented are reflective of a year-on-year comparison, namely 2022-2023, unless otherwise specified.
14


O U R B R A N D S

Brand building
expertise

Our portfolio offers something for every taste and celebration.

From much-loved, established brands, such as Johnnie Walker, to the latest innovations, like Tanqueray 0.0, we create products, tastes and experiences for people to enjoy.
This requires focus and investment in what we call a brilliant blend of ‘creativity with precision’. We combine data, insights and innovation with the creative flair our consumers expect from us as a custodian of some of the most iconic brands in the world.

Innovative spirit
We want to build brands that will stand the test of time. This is why we strive to move at pace with the latest consumer trends. And while we honour the past, we are passionate about creating the brands of the future.

Redefining categories
With a rich and actively managed portfolio and a proven innovation capability, we’re well placed to seize new opportunities, recruit new consumers, continue to premiumise and drive ongoing performance.

Advantaged portfolio
The breadth and depth of our portfolio has helped us grow across most categories, with strong net sales growth in our three largest categories; scotch, tequila and beer.
Premium-plus brands contributed 63% of reported net sales growth and drove 57% of organic net sales growth in fiscal 23.

brandbuilding.jpg
15


brands.jpg
(1) Net sales are sales less excise duties
16


Chairman's statement

Chairman's statement
A strongsolid platform for future growth

This has been a challengingIt is impossible to reflect on the past year for all consumer goods categories, with continuing reverberations fromat Diageo without thinking of Sir Ivan Menezes.

Ivan’s leadership defined the Covid-19 pandemic, significant economic uncertaintyculture of Diageo: diverse, creative, agile and entrepreneurial, passionately engaged, and committed to social responsibility and environmental sustainability. Today, our culture is our greatest strength in an uncertain world, and the terrible conflict in Ukraine. Our thoughts are withliving embodiment of Ivan’s legacy at Diageo. He will be missed by all those, including our colleagues, affected by this conflict.of us.


Recommended final dividend per share
46.82p49.17p
2021: 44.59p2022: 46.82p

Total shareholder return
4%(2)%
2021: 32%2022: 4%

Total dividend per share1(1)
5% to 76.18p80.00p
2021: 72.55p2022: 76.18p

1.Includes(1)Includes recommended final dividend of 46.82p49.17p

Despite these challenges, I am pleased that Diageo
Global environment
The last year has once again, delivered strong performance. Employee engagement remains highbeen another period of broad and sustained uncertainty, and we continue to invest, for long-term growth,see re-adjustment in our brandsworking patterns and consumer behaviour following the Covid-19 pandemic. Major economies are facing the challenge of inflation, compounding cost-of-living pressures. Geopolitical uncertainty remains elevated, and the terrible conflict in our portfolio.Ukraine continues.
As ever, my colleagues have responded to this operating environment with resilience and entrepreneurialism. On behalf of the Board, I would like to thank our employeesthem for their sustained commitment and hard work and commitment to the company. Their focus and agility have enabled Diageo to navigate the volatility and finish the year a stronger business.work.

Global environment
We have again seen considerable instability inDealing with uncertainty and volatility is the global environment over‘new normal’ – and is likely to remain so for some time. While this inevitably brings some short-term challenges, especially for consumer goods companies like ours, the past year. Covid-19 continuesbreadth and depth of our portfolio and our geographical footprint, harnessed to have unpredictable impacts in some countries, even as the easingpassion and agility of restrictions across mostour colleagues, mean we are well positioned to navigate those challenges and to take advantage of the world has seen a welcome recovery for the on-trade in many regions. In June, we took the difficult decision to wind down our business in Russia – after having stopped shipments and sales in March. And our focus will remain on supporting our employees in the region,emerging opportunities, as we have done since this terrible conflict began.
Our supply chain has also been impacted by inflationary pressures. While high energy prices affect our suppliers and operations, they can also impact consumers’ disposable income. We have been agilesuccessfully in our response to this volatility, leveraging our supply chain capabilities and longstanding experience in managing the complexities of international trade.recent years.

Long-term view of the business
InDespite this ongoing turbulence, the facefundamentals of these challenges,our category remain attractive, and we are well-placed to realise its potential.
The growth of a global middle class and the appetite for increasing premiumisation and to ‘drink better, not more’ are long-term, sectoral trends. We expect to continue to take a long-term viewdrive value growth in the total beverage alcohol (TBA) category as hundreds of millions of consumers become able to access the premium drinks market, often moving away from informal or illicit alcohol in the process.
At the same time, we have significant headroom to grow within TBA, reflected in our business, our portfolio and our brands. At our Capital Markets Day in November 2021, we set out ourmedium- term ambition to increasegrow our value share of the total beverage alcohol (TBA)global market by 50%, from 4% to 6%, by 2030. This ambition reflects our view of TBA as a long-cycle market with attractive fundamentals, including demand from a growing, global middle class. Hundreds of millions more consumersWe believe that share growth will be able to access premium brands, as they increasingly choose to trade up and ‘drink better, not more.’
Ourdriven by sustained investment in brand-buildingour brands and thetargeted innovation to respond to evolving consumer needs and tastes. Combined with active management of our portfolio continue to build equity and position us well to capture trends and occasions. We are responding to our consumers’ evolving tastes and demands with innovation, creativity and precision in our marketing. Andmanagement, we believe that investingcontinuing to invest in our brands even in periods of volatility,now is fundamental to sustaining performance for the right way to grow their long-term equity and our business. Our teams are building brands that are relevant today and which, we believe, consumers will choose for many years to come. You can read more about some of our brand building work over the last year on pages 10-11.future.

Building an entrepreneurial culture
I believe Diageo’s culture is a key source of competitive advantage. Our heritage is rooted in the vision of extraordinary entrepreneurs, such as John and Alexander Walker, Elizabeth Cumming, Don Julio González, Charles Tanqueray and Arthur Guinness, creating brands whose relationships with consumers have endured for centuries. Continuing that tradition, we are striving to become ever more entrepreneurial, as the proud custodians of exceptional brands, from iconic names to innovative newcomers, such as Bulleit Bourbon, Seedlip or Casamigos.
This entrepreneurial spirit is embedded across Diageo through an agile, purpose-driven culture, which demonstrated its value in our response to the challenges of the Covid-19 pandemic. We have grown market share while supporting the industry, our customers and each other.
1417

Business description (continued)
Long-term value creation
Diageo continues to deliver long-term value creation for our shareholders. We achieved another strong year of performance for fiscal 23. We grew organic net sales by 6.5% at the top end of guidance, with strong price/mix performance mitigating a modest decline in volume. Pre‐exceptional earnings per share increased 7.6%. We increased our final dividend by 5%, reflecting our continued strong performance and our commitment to a progressive dividend policy.
Our philosophy of investing over the long-term can occasionally impact return on average invested capital (ROIC) in the short-term, as it did in fiscal 23. ROIC was 16.3%, a decline of 50bps. In fiscal 23 we increased capex, invested in maturing stock and continued to actively and strategically manage our portfolio through acquisitions and disposals. Finally, total shareholder return (TSR) for the ten-year and five-year periods of 9% and 7%, respectively remains strong despite the 12 month return of (2)% for fiscal 23 which was mainly driven by a lower year-on-year share price.

Employee engagement
This was my final year as the lead Board member for workforce engagement. I have enormously enjoyed engaging with hundreds of colleagues at all levels across Diageo, and I continue to be impressed by their passion. My fellow Board member, Karen Blackett OBE, has taken up this important role from July 2023.
That passion is reflected once again in the results of our annual Your Voice employee survey. Employee engagement remains very high at 84% – two points ahead of last year, while pride in Diageo is at an all-time high of 91% – 14 points above our external benchmark. The proportion of our colleagues who would recommend Diageo as a place to work is also the highest ever recorded, and our Net Promoter Score now stands at +36. I believe that our culture – the combination of passion and commitment with agility, speed and entrepreneurial talent – is a major differentiator for Diageo and a significant source of our ongoing competitive advantage.

Board changes
I would like to extend a very warm welcome to Debra Crew who re-joins the Board having taken over as Chief Executive a little sooner than we had planned.
At our Annual General Meeting (AGM) in September, Lady Mendelsohn will have reached her nine-year term as a Non-Executive Director and will not stand for re-appointment. On behalf of our Board, employees and shareholders, I would like to express my heartfelt thanks to Nicola for her significant contribution to Diageo.
Alan Stewart will also reach his nine-year anniversary in September, however, he will stand for re-appointment for a further year at the request of the company to enable a smooth transition during fiscal 24 to a successor who will take over as Chair of the Audit Committee.

Leadership
The Board diligently planned for Ivan’s succession, and we are delighted to have appointed a leader of Debra’s calibre to the role.
Debra has been a highly valued member of Diageo’s leadership team in recent years with an impressive track record of delivery both at Diageo and across other global consumer goods companies. She has deep consumer industry expertise as well as proven strategic capabilities, strong operational performance and a clear ability to build and lead teams.
I have no doubt that Diageo is in the right hands for the next phase of its growth and I look forward to working with Debra in her new role.

Delivering 'Society’Society 2030: Spirit of Progress’
I was delighted to see the launch of our ‘Society 2030: Spirit of Progress’ ESG targets in fiscal 21 and the decision to link 20% of long-term incentive plan (LTIP) grants for all our senior leaders, to performance against several of our ESG measures. I am encouraged by the energy, progress and progressingenuity I see in our work to deliver our 'Society 2030: Spirit of Progress' ESG action plan. For example, agave is a key ingredient in our tequilas, and we have been using targeted drone technology on our agave farms in Jalisco, Mexico to help us minimise water and fertiliser use. We expect this innovation to contribute to our 2030 goals.
We now have four carbon-neutral distilleriestarget to deliver a 40% improvement in Scotland and North America, with another four sites, globally, committed to achieving carbon neutrality. And wewater use efficiency in water stressed areas. We are proud that Don Julio Blanco has become the Scotland-based Alliancefirst brand to receive Environmentally Responsible Agave certification from the Tequila Regulatory Council and the government of Jalisco.
We also believe in the power of partnerships. In the UK, we’re investing in a new recycled aluminium production facility, saving raw materials and cutting carbon emissions. Our backing will help the British Aluminium Consortium for Water Stewardship (AWS), which setsAdvanced Alloys, a global benchmarkcollective of industry experts, develop a closed-loop, circular approach to aluminium. Its recycling and manufacturing plant will roll hundreds of thousands of tonnes of aluminium sheet – enough for water sustainability, awarded the International Water Stewardship Standard (AWS Standard) certification to 12 of our distilleries this year, including our largest distillery, Cameronbridge, in Scotland.over 400 million Guinness and premixed Gordon's and tonic cans a year.
We have again incorporated the Task Force on Climate-related Financial Disclosures framework into our reporting. And this year, we have continued to extend the scope and sophistication of our climate risk assessments and the scenario analysis of climate change impacts. While our analysis indicates the financial impact willis not likely to be materialsignificant to 2030, we know that managing the increasing climate risks we face, such as water stress, remains a priority. We expect to invest around £1 billion in environmental sustainability to reduce our impact and adapt to a changing climate, including decarbonisation of direct operations through biomass, bioenergy and electrification. Read more on pages 44-46, 50-53 and 58-72.

Engaging stakeholders
As designated Non-Executive Director for workforce engagement, I have very much enjoyed meeting hundreds of employees across Diageo during the year. My Board colleagues and I have been delighted to see some of them face-to-face again, and I am encouraged by their pride in the company and their ambition for the future. I am very pleased by the results of the annual Your Voice survey, with engagement at 82%, and 90% of respondents2 proud to work for Diageo – 10 percentage points higher than our external benchmark.3 Read our workforce engagement statement on page 161-162.

Creating value
I am pleased with the momentum and the performance delivered in fiscal 22. We have built solid foundations for future progress across the four areas of performance we measure: efficient growth, consistent value creation, credibility and trust, and engaged people. Return on invested capital was up 331 basis points to 16.8%, driven mainly by organic operating profit growth. Total shareholder return (TSR) was 4% this year. And our 10-year annualised TSR is 11%.
We continue to target dividend cover (the ratio of basic earnings per share before exceptional items to dividend per share) of between 1.8 and 2.2 times. The recommended final dividend is 46.82 pence per share, an increase of 5%. This brings the recommended full-year dividend to 76.18 pence per share and dividend cover to 2.0 times. Subject to shareholder approval, the final dividend will be paid to ordinary shareholders on 20 October 2022. Payment will be made to ADR holders on 25 October 2022.
On 21 February 2022, we announced the commencement of the third phase of our fiscal 20 to fiscal 23 return of capital (ROC) programme of up to £4.5 billion. Under the first two phases of the ROC programme, which were completed on 31 January 2020 and 11 February 2022 respectively, Diageo repurchased shares with an aggregate value of £2.25 billion. Under the third phase, due to complete no later than 5 October 2022, Diageo is seeking to return up to £1.7 billion to shareholders via share buybacks. As at 30 June 2022, £1.4 billion of phase three had been completed and the remaining £0.9 billion of the ROC programme is expected to be completed by 30 June 2023. During fiscal 22, the company purchased 61 million ordinary shares returning £2.3 billion to shareholders.

Board changes
We are delighted to have appointed Karen Blackett, OBE, as a non-executive Director from 1 June 2022. Karen joined the Audit, Nomination and Remuneration Committees on appointment, and brings 25 years’ experience of the media, marketing and creative industries. She is also a strong advocate for inclusion, diversity and creating opportunities for all.
Following Siobhán Moriarty’s retirement on 30 September 2021, after an outstanding contribution to the company over 20 years, Tom Shropshire, formerly a Partner & Global US Practice Head at Linklaters LLP, succeeded Siobhán as General Counsel and Company Secretary.



1518

Business description (continued)
Looking aheadSummary
While sustained volatility and uncertainty will continue to present challenges for the consumer goods sector, we believe Diageo remains well-positioned and resilient. We recognise that regulatory change to tackle the threat of climate change and increased scrutiny of our own social and economic contribution will likely accelerate in years to come. And there is potential for increased volatility in our operating environment, including ongoing impacts from Covid-19, the conflict in Ukraine, inflationary pressures and disruption in our supply chains, as well as the potential for broader economic malaise, which could impact consumer demand in fiscal 23. Diageo is, however, wellare diversified by category, price point and geography; ourgeography. Our people are highly engaged and proudhave a track record of Diageo; and we continue to invest for the future to sustain the momentumdelivery through uncertainty. And, our continued investment in our brands and deliverdeep understanding of our consumers position us well to capture opportunities in TBA, a positive impact on society. We have consistently shown resilience in the face of volatility in recent years and proven our ability to emerge stronger in these circumstances.market we believe has very attractive fundamentals.
I believe that our strengths in brand building, our supply chain operations and our culture, combined with the attractive fundamentals of the TBA market, give us a strong platform to realise our ambitions for the future growth of Diageo, even in the face of continued volatility. YourDiageo's Board and executive leadership team will remain focussed on deliveringsecuring long-term, sustainable value creation, for allby nurturing Diageo’s culture, building our stakeholders.brands, and delivering our Performance Ambition.

Javier Ferrán
Chairman


2. 88% of our global employees completed the survey (fiscal 21: 85%)
3. Benchmark consists of over 30 fast moving consumer goods and manufacturing companies with similar global reach to Diageo


Statement on Section 172 of the Companies Act 2006
Section 172 of the Companies Act 2006 requires the Directors to promote the success of the company for the benefit of the members as a whole, having regard to the interests of stakeholders in their decision-making. In making decisions, the Directors consider what is most likely to promote the success of the company for its shareholders in the long term,long-term, as well as the interests of the group’s stakeholders. The Directors understand the importance of taking into account the views of stakeholders and the impact of the company’s activities on local communities, the environment, including climate change, and the group’s reputation.
Read about:

How stakeholders were taken into account in decision-making on pages 156-159137-141


16

Business description (continued)
Our investment proposition

Positioned to win
Diageo is the number one player in international spirits, which is growing, premiumising and gaining share of total beverage alcohol.1
And our iconic global brand Guinness, at the heart of our beer portfolio, is well positioned for the key growth trends within the category as a premium, flavourful beer.2

A large, growing and attractive industry
Total beverage alcohol (TBA) has a strong record of value growth over the last 10 years, with international spirits, where Diageo is the number one player, growing faster than TBA.3 In both developed and emerging markets, growth is underpinned by attractive consumer fundamentals, including population growth, increased spirits penetration and premiumisation.
An additional 600 million consumers are expected to come of age by 2032, and the continued growth of the ‘middle class and above’ income bracket should enable 600 million more consumers to access our brands.4 Spirits penetration remains low and even in our largest market, the United States, only around 50% of households purchase spirits every year.5
Premiumisation is a long-established trend, with the highest price tiers growing at more than double the international spirits category growth rate between 2016 and 2021.3 Diageo has the largest premium-plus business within international spirits3, and this segment now comprises over half of our reported net sales value. Our super-premium plus portfolio, which focusses on the global luxury opportunity, grew 31% this year. While the current economic environment may create near-term volatility, we remain confident in continued premiumisation over the long term.
In beer, we have a differentiated and highly profitable business model, with exposure to attractive growth opportunities in both emerging and developed markets. Our iconic global brand, Guinness, is well-positioned for the key growth trends within the beer category as a premium, flavourful and differentiated beer.
With only 4.6% of global TBA share,3 we believe we have significant headroom for sustainable, long-term growth, and our ambition is to outperform the market and increase our TBA value share to 6% by 2030.
Read more on pages 22-26.

With an advantaged portfolio and geographic footprint
We own over 200 brands, with sales in more than 180 countries, including a market-leading position in international spirits in the United States3 and fast-growing businesses in India and China. The breadth and depth of our portfolio across categories and price points, and our well-balanced position between developed and emerging markets, gives exposure to the largest consumer growth opportunities while providing some resilience to global volatility.
Our active and disciplined approach to portfolio management has shaped it towards higher-growth categories, including tequila, international whisky, scotch and gin. This has included acquisitions of premium-plus brands, such as Don Julio in 2015, Casamigos in 2017, Aviation American Gin in 2020 and 21Seeds flavoured tequila in 2022. And through our majority stake in Sichuan Swellfun Co., Ltd. (ShuiJingFang), we are the only international spirits player to compete in the large, growing and rapidly premiumising baijiu market. We’ve also made strategic disposals, including a portfolio of 19 brands in 2018; the Meta Abo Brewery in Ethiopia; and Picon in 2022. We also agreed to dispose of Windsor in Korea in 2022; and United Spirits Limited announced an agreement to sell and franchise a portfolio of brands in India.
Read more on pages 93-144.

World-class brand building and effective route to consumer
Our exceptional capabilities in brand building and innovation drive sustainable long-term growth of our brands. We combine our deep understanding of consumers with marketing creativity and we execute with precision. This is underpinned by smart investment in marketing effectiveness tools, such as Catalyst, Demand Radar and Sensor.
Our ability to have the right product in the right place at the right time and at the right price, enables us to win with consumers. We've invested in transformational digital and data capabilities, including proprietary technology tools, to consistently deliver a customer-first mindset. Our suite of ‘Every Day Great Execution’ (EDGE) technology tools, including EDGE365 and Diageo One, gives us deeper insights that enable us to improve our commercial execution and customer service.
We're also building our e-commerce and direct-to-consumer capabilities, which further expand our sales reach to consumers. The strength of our on-trade customer relationships, enhanced through programmes such as Diageo Reserve World Class and Diageo Bar Academy, inspire and educate bartenders in the craft of mixology while supporting advocacy and quality serves of our brands.
Our route to consumer is a key competitive advantage, underpinned by a supply chain that is resilient, agile, efficient and sustainable. We manage diverse supply chains, from gins and beers to aged whiskies and tequilas and we have a proven ability to respond at pace in complex and volatile environments.
Read more on pages 34-35.


1. IWSR, 2021 – retail sales value (RSV) CAGR 2011-2021


2. Global Data, 2021
3. IWSR, 2021


4. World Bank, 2022
5. Numerator


17

Business description (continued)
Financial strength and a culture of efficiency
We expect to deliver organic net sales growth consistently in the range of 5% to 7%, and organic operating profit growth sustainably in the range of 6% to 9%, for fiscal 23 to fiscal 25. Sustainable top-line growth and productivity savings enable smart re-investment to drive long-term growth. These investments include expanding our production capacity, such as new whiskey distilleries in North America and China; adding new consumer experiences, including the Johnnie Walker Princes Street visitor experience in Edinburgh; and strengthening our digital capabilities.
We have a consistent and disciplined approach to capital allocation, prioritising investment in the business to deliver sustainable and efficient organic growth, and pursuing acquisitions that strengthen our exposure to attractive categories. Excess cash is returned to shareholders.
We have a track record of growing shareholder value, and have increased our full-year dividend per share every year since 2001, including during Covid-19. Over the last 20 years, our absolute dividend per share has increased 220% and over the last five years, we have returned £7.9 billion to shareholders through share buybacks.
Read more on pages 22 and 23.

Highly engaged people and agile culture
Our people and culture are key enablers in delivering our Performance Ambition. Our culture connects our people. And their shared purpose and passion for our brands drives ownership of performance. This year, 90% of respondents to our Your Voice survey told us they are proud to work for Diageo.6
Read more on pages 30-31.

And a commitment to shaping a more sustainable future
Doing business in the right way is fundamental to our Performance Ambition. We want to create a positive impact on our company, within our communities and for our society. And we are delivering this through our ‘Society 2030: Spirit of Progress’ ESG action plan. Our priorities in sustainability, inclusion and diversity, and promoting positive drinking reflect the most material issues affecting our company, our people, our brands, our suppliers and our communities. We strongly believe that our ESG ambitions are a source of commercial advantage and are fundamental to attracting and retaining the best talent, building deep consumer loyalty, increasing innovation, and driving efficiency and resilience across our operations.
Read more on pages 32, 38-49 and 57.

6. 88% of our global employees completed the survey (fiscal 21: 88%)

18

Business description (continued)
Chief Executive's statement

Chief Executive's statement

Another year of
strong performance

Like everyone at Diageo, I will miss Ivan’s kindness, wisdom and counsel in the months and years ahead. It was an extraordinary privilege to know, work with and learn from Ivan over the last four years, and to benefit from his experience and generosity of spirit.

Together with all my colleagues, I am very pleased with our fiscal 22 results. In the face of unprecedented politicaldetermined that we will build on and economic volatility, my 27,987 colleagues have worked tirelesslydo justice to deliver another year of strong performance.his legacy.

Reported volume movement
2022: 10.3%↑2023: (7.4)% ↓
2021:9.9% 2022:10.3%
VolumeOrganic volume movement
2023: (0.8)% ↓
2022: 10.3%
2021: 11.2%
Reported net sales movement
2023: 10.7% ↑
2022: 21.4%
2021: 8.3%
NetOrganic net sales movement
2023: 6.5% ↑
2022: 21.4%
2021: 16.0%↑
Reported operating profit movement
2023: 5.1% ↑
2022: 18.2%
2021: 74.6%%
OperatingOrganic operating profit movement
2023: 7.0% ↑
2022: 26.3%
2021: 17.7%↑

The operating environment was
Fiscal 23 performance
Diageo today is a business built to deliver resilient performance, even more challenging in the second half with stronger headwinds from inflation, supply chain disruptions and geopolitical events. Diageo has responded to these challenges with agility and resilience, reflected in the strength of this year’s results.
Although there is more to do, I am proud of the progress we have made against our ‘Society 2030: Spirit of Progress’ ESG action plan, and the support we are giving to our colleagues, customers and the communities where we operate. Read more on pages 38-46 and 50-53.
As Javier notes, we are in the process of winding down our business in Russia.turbulent times. We are providing support to our employees across the region and doing what we can to assist the humanitarian effort, including pledging €2 million to aid organisations. Our thoughts are with everyone affected by the conflict in Ukraine, including all those concerned for family, friends and colleagues.

Performance
For the full year, reported net sales increased 21.4%, primarily driven by strong organic growth, also up 21.4%, with strong double-digit growth across all regions. Growth reflects continued recovery in the on-trade, resilient consumer demand in the off-trade and market share gains. This performance was also underpinned by favourable industry trends of spirits taking share of total beverage alcohol (TBA) and premiumisation.1 Our premium-plus brands contributed 57% of reported net sales and drove 71% of organic net sales growth. Organic volume growth was 10.3% and price/mix was up 11.1%, reflecting positive mix from strong performance in super-premium-plus brands, and mid-single digit price growth driven by price increases across all regions. Overall, we grew or held off-trade market share in over 85% of total net sales value in measured markets.2
Reported operating profit, up 18.2%, was primarily driven by a 26.3% increase in organic operating profit – with growth across all regions. Reported operating margin decreased 77 basis points (bps), driven by organic margin growth which was more than offset by exceptional operating items of £388 million. Despite increased cost inflation and 24.7% growth in organic marketing investment, we delivered a 121bps improvement in organic operating margin. This reflected a strong recovery in organic gross margin and leverage on operating costs. Organic gross margin was driven, primarily, by positive mix from premiumisation and the recovery of the on-trade channel. It also benefitted from improved fixed cost absorption from volume growth. Price increases and supply productivity savings more than offset the absolute impact of cost inflation.
Reported and organic net sales were up across all key categories, with particularly strong growth in scotch, tequila and beer. Our global giants grew organic net sales by 22%, with all brands in growth and Johnnie Walker up 34%. Our Reserve brands grew 31%, largely driven by Casamigos, up 90%, Don Julio, Johnnie Walker Reserve variants, Chinese white spirits and scotch malts.
Our local stars grew 14%, largely driven by double-digit growth in Buchanan’s, and growth in Chinese white spirits, Crown Royal and Old Parr. Windsor and Bundaberg organic net sales were down 9% and 4%, respectively.
Basic earnings per share increased 23.2%, primarily driven by organic operating profit growth, partially offset by higher tax and exceptional items. Basic earnings per share before exceptional items increased 29.3%. We delivered free cash flow of £2.8 billion this year, a decline of £0.3 billion, due to lapping an exceptionally strong working capital benefit in fiscal 21.

1. ISWR, 2021
2. Internal estimates incorporating AC Nielsen, Association of Canadian Distillers, Dichter and Neira, Frontline, Intage, IRI, ISCAM, NABCA, Scentia, State Monopolies, TRAC, Ipsos and other third-party providers

19

Business description (continued)
Reported net sales by category

deo-20220630_g2.jpg
lScotchlLiqueurs
lVodkalGin
lUS whiskeylTequila
lCanadian whiskylBeer
lRumlReady to drink
l
IMFL whisky3
lOther

Doing business the right way
I firmly believe that Diageo’s commitment to sustainability, inclusivity, diversity and promoting positive drinking through our ‘Society 2030: Spirit of Progress’ ESG action plan is a source of commercial advantage, and ensures we attract and retain the most talented employees.
At Diageo, we want people who choose to drink, to ‘drink better, not more’. There is no alcoholic drink of moderation, only a practice of moderation, and we are determined to provide consumers with the information they need to make informed choices. The prevalence of harmful drinking – including heavy episodic, or binge drinking, and underage drinking – has been falling in many regions over the last decade. There is, however, much more to do and all of us in the industry have an important role to play in reducing the harmful use of alcohol, in partnership with governments and civil society.
Wrong Side of the Road, a hard-hitting new programme to support changes in attitudes to drink driving globally, has reached over 500,000 people in 24 countries since it was launched in May 2021. And SMASHED, our award-winning programme focussed on tackling underage drinking, is now running in 26 countries and has educated over 607,374 people in fiscal 22. DRINKiQ, our responsible drinking tool, is now available in 73 countries and 23 languages, delivering early achievement of one of our 2030 goals.4 We also made significant progress against our target to reach one billion people with dedicated responsible drinking messages by 2030. Read more on pages 38-40 and 50.
I’m also very proud that we continue to make progress in building a more inclusive andgeographically diverse, company: 64% of Diageo’s Board are female and the percentage of female leaders globally is now 44%. And 45% of our Board and 41% of leaders globally, including our Executive Committee, are ethnically diverse. Read more on pages 41-43, 50-51 and 175.
As Javier explains, we have made progress this year in the delivery of our grain-to-glass sustainability goals, with a focusproduct portfolio built on preserving water for life, accelerating to a low-carbon world and becoming sustainable by design. Read more on pages 44-46 and 51-53.

Delivering growth
We have set new medium-term guidance for consistent and sustainable growth for fiscal 23 to fiscal 25, and an ambition to deliver a 50% increase in our value share of the TBA market, from 4% to 6%, by 2030. This ambition rests on our view of the attractive fundamentals of TBA combined with our determination to become the best brand builders in the world. I am pleased with the progress we have made towards this ambition, having increased our TBA share to 4.6% in 2021.5 This share gain was more than any of our peers and two times more than our largest competitor6.
I believe Diageo’s performance demonstrates the consistent delivery of our strategy: focussing on agility, efficiency, commercial execution, sustained investment, and above all, understanding and responding to our consumers through culturally relevant marketing, innovation and active portfolio management. During the year, we continued to invest for the future across production capacity, digital capabilities and consumer experiences, opening Johnnie Walker Princes Street in Edinburgh and announcing investments in Guinness experiences in Chicago and London.
We also continued to shape our portfolio towards attractive categories by acquiring 21Seeds and Mezcal Unión. We also acquired Vivanda, owner of the flavour matching technology behind ‘What’s Your Whisky’ and the ‘Journey of Flavour’ at Johnnie Walker Princes Street in Edinburgh. This acquisition supports our ambition to provide customised and interactive experiences for consumers
20

Business description (continued)
across all channels and is part of the acceleration of the digital transformation journey we embarked upon in 2017. We sold Picon and the Meta Abo Brewery, in Ethiopia, and announced an agreement to dispose of the Windsor business. And in May 2022, United Spirits Limited announced an agreement to sell and franchise a portfolio of Indian Popular brands.
We are proud that, in June 2022, we captured eight of the top ten positions in the Drinks International ‘Millionaires’ Club’ – an annual list featuring the fastest growing spirits brands around the world, which achieve annual sales volumes exceeding one million nine-litre cases. Consistentlong-term investment in our brands, hasand a culture that delivers everyday efficiency while pursuing opportunities with focus and agility.
Those underlying strengths are reflected in our performance over the last year.We drove strong growth in four of our five regions, with Europe and Asia Pacific growing double-digit. Even with North America sales flat, following a period of very rapid growth, we have still been able to deliver overall organic net sales value growth of 6.5%, within our medium-term guidance, and organic operating margin expanded by 15bps.
Our pre-exceptional earnings per share rose 7.6% in fiscal 23 to 163.5 pence. And we have once again been able to increase the dividend by 5% to a key enablerfull-year dividend of quality80.00 pence.
Fiscal 23 also saw standout performance from our scotch, tequila and beer categories. Scotch grew 12%, tequila grew 19% and beer was up 9% respectively. Johnnie Walker, the world’s leading international spirit brand, delivered another year of strong double-digit growth, increasing 15%. Tequila continues to have strong consumer momentum and our global market share gainsof tequila rose 120bps to just over 23% of retail sales value. We also launched our strategy to ignite a new ‘Golden Age for Guinness’, with immediate results: organic net sales

were up 16% in the period, and wein December 2022, Guinness became the number one beer brand by value share in the on-trade in Great Britain.(1)
We have also continued to benefit from sustained investment in our brand portfolio, with our premium-plus brands now accounting for 57% of net sales growth. Our premium-plus brands now account for 63% of Diageo’s net sales, up 7ppts from fiscal 19.
While I am pleased that our business can deliver this performance even in the face of significant turbulence in major markets, the prospect of ongoing volatility in our operating environment means that there is no room for complacency. We will continue to investdeliver investment in their growth.our brands for the long-term hand in hand with efficiency in our day-to-day operations. At the same time, I want to see our execution focus sharpen as we sustain high quality-growth and continue to build market share.

OutlookEngine for growth
Looking ahead to fiscal 23, we expect the operating environment to be challenging, with ongoing volatility related to Covid-19, significant cost inflation, a potential weakening of consumer spending power and global geopolitical and macroeconomic uncertainty. Notwithstanding these factors, I am confident in the resilience of our business and our ability to navigate headwinds.
I believe we have an advantaged portfolio with extraordinary brands across geographies, categories and price points. And we continue to actively shape our portfolio to fast-growing categories through innovation and acquisitions. We are staying close to our consumers, and our digital tools and data capabilities are enabling us to quickly understand trends and execute with precision. Continued smart re-investment is being fuelled by our culture of everyday efficiency. And our expertise in revenue growth management is enabling strategic pricing actions. In addition to our everyday efficiency savings, as we continue to build a more agile and sustainable business, we have initiated a new supply chain agility programme, spanning a five-year period from fiscal 23. We expect this programme to strengthen our supply chain, improve its resilience and agility, drive efficiencies, deliver additional productivity savings and make our supply operations more sustainable. The programme is expected to have a five-year payback period, with the majority of savings delivered in fiscal 25 and beyond.
We are executing our strategic priorities, including our ambitious 10-year ESG action plan. And I am confident that we are well-positionedDiageo remains well positioned to deliver our medium-term guidance for fiscal 23 to fiscal 25 of consistent organic net sales growth consistently in the range of 5% to 7% and sustainable organic operating profit of 6% to 9%. To achieve this, winning quality market share remains a primary focus and it is one of the key areas of opportunity I see for improvement in fiscal 24. With our advantaged portfolio of brands, core capabilities and competitive advantages, I believe we can drive market share gains of at least two-thirds of our total net sales value. I’m pleased that we gained or held share in markets that total 70% of our net sales value in fiscal 23.(2)
Productivity, our culture of everyday efficiency and smart investment will be critical to deliver our medium-term guidance. Notably, we unlocked a further £450 million of productivity savings during the fiscal 23.
20


Even as the leading company in international spirits, as of 2022, we only held a ∼4.7% share of the TBA market.(3) This is up from 4% in 2020 when we set our ambition to deliver a 50% increase by 2030. The opportunity is significant. We are a company with a diversified geographic footprint and advantaged portfolio in a very large and attractive industry. Our business is set up for consistent, sustainable long-term growth sustainablydriven by premiumisation and active portfolio management.
Doing business the right way
Doing business the right way remains at the heart of our plans for growth, and we have made good progress in the past year on ‘Society 2030: Spirit of Progress‘ ESG action plan to build a responsible, inclusive and sustainable business as we grow.
We want to change the way people drink for the better, recognising that there is no drink of moderation, only the practice of moderation. This is why we promote moderate drinking and invest in education and programmes to discourage the harmful use of alcohol. Increasingly we are fully integrating our work to promote responsible drinking into our brand messages, such as in Captain Morgan’s ‘Enjoy Slow’ campaign last year.
We continue to build a strong, diverse leadership team to better reflect the consumers we serve. 44% of our leaders globally are female, maintaining our progress against our 2030 ambition to reach 50%, while 43% of our leadership are now ethnically diverse, an increase of 2% from fiscal 22.
We have also made significant headway on our objective to embed sustainability in our business. We have continued our progress towards our net zero carbon goal in our direct operations by 2030, with an absolute Scope 1 and 2 greenhouse gas emission reduction of 5.4% in fiscal 23. This was partly the result of our continuing investments in renewable energy, which now accounts for 45% of our total energy use,an increase of 1.9% from fiscal 22.
Our other major sustainability focus is on water stewardship. In the last year, we have reduced the amount of water it takes to make each litre of our brands by 2.6% in our water-stressed areas. We also completed water efficiency projects that will deliver future benefit in several water-stressed areas including Kenya, Uganda and Nigeria. Beyond our own operations, we are working in partnership with CARE to empower women and make them stewards of our investments in water sanitation in the communities in which we live and work around the world.

Looking forward
I am very proud to become the Chief Executive of Diageo at a moment of enormous potential for our business. We believe the TBA market is the most exciting and creative consumer category in the world. Within it, spirits continue to gain share, and premiumisation is proving to be a resilient trend.
Diageo is well-placed to take advantage of these opportunities. Our geographic reach offers not just resilience through diversification, but also exposure to consumers looking to ‘drink better, not more’ around the world. Our long-term investment in building and actively shaping our portfolio gives us an advantaged position in the market, and our deep understanding of our consumers allows us to strengthen our relationship with them as we innovate to meet their needs and expectations. Underpinning these advantages, our core capabilities in digital, world-class brand building, supply chain and everyday efficiency allow us to execute effectively and with precision, while our 'Society 2030: Spirit of Progress' ESG action plan ensures that our business will become more responsible, diverse, and sustainable as it grows.
These are strengths that we will build on in the year ahead. With the potential we see across our business and our brands, we are confident that we will continue to navigate successfully through a volatile external environment while delivering our medium-term guidance: consistent organic net sales growth in the range of 5% to 7% and sustainable organic operating profit of 6% to 9%. At the same time, we remain focussed on investing in our brands to meet our ambition of increasing Diageo’s share of the total beverage alcohol market by 50%, from 4% to 6%, over the decade to 2030.


Debra Crew
Ivan Menezes
Chief Executive

3. Indian-Made Foreign Liquor (IMFL) whisky(1) CGA, 4 weeks to 3 December 2022
4. Our promote positive drinking goal is(2) Internal estimates incorporating Nielsen, Association of Canadian Distillers, Dichter & Neira, Frontline, INTAGE, IRI, ISCAM, NABCA, Scentia, State Monopolies, TRAC, IPSOS 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 total trade share fiscal year to ‘Champion health literacy and tackle harm through DRINKiQ in everydate. Measured markets indicate a market where we live, work, source and sell’ (where it is legally permissible). Read more on page 50
5. Diageo retailhave purchased any market share data. Market share data may include beer, wine, spirits or other elements. Measured market net sales value % sharesums to 87% of TBA for calendar year 2021,total Diageo net sales value in fiscal 23
(3) IWSR, 2021
6. IWSR, 20212022
21

Business description (continued)
Our market dynamicsM A R K E T O V E R V I E W

An attractive industry with a runway for growth

Our markets are shaped by long-term consumer, economic, cultural and social trends, and the regulatory environment. Total beverage alcohol (TBA) has seen a strong record of value growth over the last 10 years. And international spirits, where Diageo is resilient, and we believe the long-term trends for our industry are attractive.number one player, has grown faster than TBA.(1)
Drinking occasions and practices vary, depending on local culture and traditions. We believe that drinkingTBA presents sustainable long-term growth opportunities for Diageo, underpinned by attractive consumer fundamentals. This includes three key factors: a growing middle class; increased spirits penetration; and premiumisation in a responsible way can be part of a balanced lifestyle in many societies around the world.both developed and emerging markets.


Retail sales value of total global alcohol market1(1)
£865 billion
$1.17 trillion

Total equivalent
Equivalent units of alcohol sold2(1)
55.4 billion

New legal purchase age consumers expected to enter the market by 20323
600 million

1. IWSR, 2021
2. IWSR, 2021
3. World Bank, 2022


CONSUMERS WANT TO ‘DRINK BETTER’
Consumers are seeking new experiences and higher quality products1 Consumer base that can afford premium spirits is growing
WhenThe latest projections by the United Nations suggest that the global population could grow to around 8.5 billion by 2030(2).
Globally, an emerging middle class continues to grow in key markets such as China, where it comes to beverage alcohol, consumers are ‘drinking better, not more’1 – increasingly choosing brandsis estimated that, between 2022 and categories that offer superior quality, authenticity2030, the middle class and taste. This premiumisation trend is supportedaffluent consumer will increase by product innovation fuelled by higher levels of prosperity and disposable income – and coupled with a greater desire to explore new experiences, ingredients and serves for social occasions.
Higher price spirits tiers grew 7 times faster than the total spirits category
IWSR, 2021, volume CAGR for the period 2011 to 2021
Impact
Over the last 10 years, brands in higher price tiers have grown volume faster than those in lower price tiers.2 Consumers are buying a broader range of premium products, including no- and lower-alcohol drinks, that reflect their diet and lifestyle choices and their interest in natural ingredients and craft production.
Our response
We have built an industry-leading portfolio of Reserve brands – through focussed investment, brand building, the creation of a dedicated management team – and, in many countries, a dedicated route to market. Through the development of our Reserve portfolio, we are able to influence the evolution of luxury spirits across different categories and occasions, including super premium scotch and tequila.
We are also growing brands80 million, reaching nearly 40% of the future, including no- and lower-alcohol choices. We do this through a combination of acquisition, by developing our own brands, and investing in entrepreneurs through the Diageo-backed accelerator programme, Distill Ventures.population.(3)
This market dynamic aligns with these strategic priorities:continued growth of the ‘middle class and above’ income bracket should enable 470 million(4)
Sustain quality growth, Embed everyday efficiency, Invest smartly, Promote positive drinking, Pioneer grain-to-glass sustainability more consumers to access and enjoy our brands by 2032.

22

Business description (continued)
CONSUMERS ARE INCREASINGLY CHOOSING SPIRITS
2 Consumers who drink alcohol are increasingly choosing spirits over beer and wine
This isOver the past five years, the TBA market worldwide grew at a long-term trend we see occurring across the globe. In markets where spirits is4% compound annual growth rate.(1) Spirits grew considerably faster at a less mature category, mainstream spirits brands can offer quality6% compound annual growth rate as consumers increasingly move away from beer and affordability. In more mature markets, premium corewine.(1)
Spirits, which are versatile and Reserve brands offer varietyadaptable, have a strong position and considerable runway for growth given consumers' interest in new experiences.
+7% increase in spirits shareserves suitable for a broader range of total beverage alcohol
IWSR, 2021, between 2011 to 2021
Impact
In markets such as the United States, household penetration of spirits has grown ahead of wineoccasions, including with food and beer. And this accelerated during the pandemic. This was driven by consumers adding cocktails more often to their ‘at home’ repertoires, whilst the spirit-based ready-to-drink category benefitted from increased consumption across more occasions.3 In many emerging markets, spirits penetration is still low compared to developed markets, with potential for future growth.
Our response
Our broad, global portfolio across categories and price points provides consumers with product choices to suit different occasions and their disposable income. Our innovation is driven by our consumer insight on trends and occasions, ensuring we provide choices to suit evolving consumer attitudes and motivations.
This market dynamic aligns with these strategic priorities:
Sustain quality growth, Embed everyday efficiency, Invest smartly, Promote positive drinkingat home.

AN EMERGING MIDDLE CLASS WHO CAN AFFORD INTERNATIONAL-STYLE SPIRITS3 Consumers across the world are trading up, choosing superior quality
Global economic development is driving the emergence ofConsumers are ‘drinking better, not more’ and are increasingly choosing brands and categories that stand out for superior quality, authenticity and taste.
We call this trend premiumisation, in which consumers with higher disposable income
These consumers are seekinghave a greater desire to explore new aspirational experiences, and driving demand for quality drinks at a range of price points. They are also moving away from illicit alcohol, which is estimated to account for around 25%

(1) IWSR, 2022
(2) United Nations Department of global alcohol sales despiteEconomic and Social Affairs, Population Division, 2022
(3) Mind the associated health risks and loss of tax revenue for governments.4Generation Gap, Boston Consulting Group, 2023
600m consumers expected to join 'middle class and above' income bracket by 2032
(4) World Bank 2022


22


Impact546 million
Demand for international-style spirits is rising. Around 600 million new legal purchase age consumers5 are expected estimated to enter the market globally by 2032. Over the same period, we expect hundreds of millions of additional consumers to be able to afford international-style spirits.2033(4)
Our response
We
470 million
estimated to join the middle class and
above income bracket by 2032(4)

+9%
increase in spirits TBA share(1)


23


I N V E S T M E N T C A S E

Investing for
the long term

Diageo has a bold ambition and is well-positioned to capture more of the total beverage alcohol (TBA) market opportunity.

With only 4.7% of global TBA share(1), we believe we have builtsignificant headroom for sustainable, long-term growth, and our ambition is to outperform the market and increase our TBA value share to 6% by 2030.

Increasing spirits penetration
Diageo has a diversified footprint globally with an advantaged portfolio of lowerbrands. The breadth and depth of our portfolio across attractive categories and price point options, such as Smirnoff X1 in Africa,points positions us to capture large consumer growth opportunities, and provides resilience to international trading volatility. Globally, there is a significant opportunity to increase spirits penetration.
In markets where the spirits category is less mature, our mainstream brands give emerging market consumers access to our products at affordable prices. For example McDowell’s No. 1 in India and Black & White in Latin America. As emerging market consumers’ disposable incomes rise, theseAmerica offer quality products at more affordable price points and give them accessopportunities to quality at affordable prices and enable usconsumers to help shape responsible drinking trends.
This market dynamic aligns with these strategic priorities:
Sustain quality growth, Embed everyday efficiency, Invest smartly, Promote positive drinkingtrade up in the future.

1. IWSR 2021Quality growth for Guinness
2. IWSR 2021
3. Numerator 2022
4. WHO 2021
5. World Bank 2021Beer is our second largest category after scotch. Our business model for the category is differentiated, increasingly asset-light, highly profitable and provides exposure to both emerging and developed markets. We use a variety of routes to the consumer, depending on the most efficient model for each market. Guinness leads our beer portfolio and is available in more than 100 countries and territories.

23

Business description (continued)
CONSUMERS ARE CHANGING HOW THEY SOCIALISE
Consumers in developed markets are moving towards lower-tempo, food-related occasions
AsRead more about how Guinness became the on-trade has reopened following the pandemic, high-tempo, late-night occasions are recovering. However, the long-term shift towards occasions before, during and after meals, and in choices that suit ‘at home’ occasions, persists.
+7% increase in lower-tempo share of TBA occasionsnumber one pint in Great Britain
Kantar, 2022, between 2018 to 2022 on page 34.

ImpactActive portfolio management
Spirits, which are versatileWe use our deep consumer insights to acquire strategic brands in higher-growth categories. In fiscal 23, we acquired Balcones Distilling, a leading producer of award-winning super-premium and adaptable, are benefittingabove US whiskey. We also acquired Don Papa Rum, a super-premium dark rum from the recoveryPhilippines, strengthening our position in the rum category, which is premiumising.
Our active portfolio management also includes strategic disposals. In fiscal 23, we sold Guinness Cameroun S.A., following a strategic review which identified a more efficient model to support the strong growth of high-tempo socialising,the brand in Cameroon. We also disposed of Archers, as well as the long-term shiftsdisposal and franchising of a portfolio of brands in consumers’ discovery of new serves which are suitable for a broader range of occasions.
Our response
Our consumer insight enables us to innovate within existing brands, anticipate new consumer occasions and meet emerging consumer demand. This insight is supported by our ability to develop and launch products and campaigns rapidly and effectively, reaching the right consumers fast. This year, we launched Johnnie Walker Blonde in six markets globally to recruit new scotch consumers, using a refreshing long serve to appeal to casual, lower-tempo occasions. After a successful launch, we’ll be extending Johnnie Walker Blonde to more markets in fiscal 23.
This market dynamic aligns with these strategic priorities:
Sustain quality growth, Invest smartly,Promote positive drinking

CONSUMERS ARE CHANGING HOW THEY BUY
Digital and technology are changing the way consumers find and buy our brands.
Online shopping for alcohol is still low compared to other retail categories, but it continues to be a fast-growing channel that dramatically accelerated during the pandemic. Consumers are increasingly using the internet to discover and learn about brands and products.
+16% retail sales value growth of global e-commerce TBA
IWSR, 2021

Impact
The lines between channels are blurring as consumers expect a seamless omnichannel experience. And as regulations continue to evolve and e-commerce expands further, digital channels will play an ever-increasing role in bringing our products to consumers.
Our response
Our mission is to delight consumers across both digital and physical touchpoints, transforming our route to consumer approach. We continue to build strength on key platforms, such as Amazon in Europe and Drizly in the United States, whilst development of our owned e-commerce channels and capabilities has been a key global focus this year. We rolled out TheBar.com to four new markets and re-launched in one; upgraded and repositioned malts.com as the digital hub for our Scotland brand homes and distilleries; and extended Diageo Rare & Exceptional to a global audience. These channels enable us deepen our relationship with consumers, as well as help them find the right drink for the right occasion.
This market dynamic aligns with these strategic priorities:
Sustain quality growth, Invest smartly,Promote positive drinking



24

Business description (continued)
Luxury tequila positioned for premiumisation in North America
In North America, tequila accounts for 15% of total spirits retail sales value and is gaining share. It continues to premiumise at pace, with premium price tiers growing the fastest.1
Our luxury tequila portfolio includes Don Julio 1942, which is the number one luxury spirit brand variant by retail sales value in the United States.2 Its success as a luxury icon has been driven by a combination of outstanding liquid and powerful brand building, deeply rooted in culture. We’ve built consumer desire over the past decade through targeted distribution, influencer partnerships and cultural collaborations.
This year, under the Don Julio brand, we launched two new luxury innovations in North America, both of which exceeded expectations on launch. This included Don Julio Primavera, a limited edition Reposado tequila finished in European casks which previously held wine infused with macerated orange peel; and Don Julio Ultima Reserva, a 36-month aged luxury Extra-Añejo tequila, making use of the final agave harvest planted by Don Julio González and his family in 2006. Both variants are built on key consumer insights. Don Julio Primavera drives relevance within informal and outdoor daytime occasions, whilst Don Julio Ultima Reserva delivers an authentic and credible brand experience, coupled with eye-catching packaging.
1. IWSR 2021
2. Nielsen + NABCA combined, 2021

A COMPLEX REGULATORY ENVIRONMENT.
The beverage alcohol industry is highly regulated
Regulation varies widely around the world, often evolving in response to changes in society. Compliance with law and regulation wherever we operate is a minimum requirement, and we have long understood that a responsible alcohol company must go beyond mere compliance.
We are proud of our brands and we want them to be enjoyed responsibly. Through our work, we are aligned with the World Health Organization’s goal of reducing harmful drinking by 10% by 2025. We also advocate policies and industry standards, including minimum legal purchase age laws and maximum blood–alcohol concentration driving limits, in countries where these are not already in place.

607,374 young people, parents and teachers educated on the dangers of underage drinking this year
Diageo, fiscal 22

Impact
While most people who choose to enjoy alcohol do so responsibly, the misuse of alcohol can harm individuals and those around them, damage our industry’s reputation and make it harder for us to create value.

Our response
We want to offer consumers the opportunity to ‘drink better, not more’ – an approach that is rooted in our social values and aligns with our business model as a producer of premium drinks. We're committed to promoting moderation while campaigning to reduce harmful drinking and advocating for better laws and industry standards. Our approach to positive drinking includes ambitious targets for areas in which we can have the greatest impact in reducing harm: drink driving, underage drinking and binge drinking.

This market dynamic aligns with these strategic priorities:
Sustain quality growth, Embed everyday efficiency, Promote positive drinking


25

Business description (continued)
CONSUMERS EXPECT BUSINESSES TO ACT RESPONSIBLY
Consumers are increasingly challenging businesses to show how they make a positive impact across all aspects of society
They expect to see that businesses are generating wealth, fostering inclusion and diversity, respecting human rights, supporting their communities and acting on important societal and environmental issues, including climate change and water stress.

56% of global households expected to be 'Eco Actives' (the most environmentally conscious shoppers) by 2031
‘Who Cares, Who Does?’, Kantar, 2021

Impact
Earning trust and respect is fundamental to achieving our ambition. We know our brands must continue to play an active role in society to meet consumer demands. This must be underpinned by a business that reduces environmental impact and promotes inclusive economic growth, while making sure that we do business with integrity and respect for human rights.

Our response
The 25 goals in our ‘Society 2030: Spirit of Progress’ ESG action plan provide a platform for many of our global brands’ sustainability programmes. These include Baileys’ launch of the Sustainable Farming Academy in Ireland; Guinness’ regenerative agriculture plans; and a circular packaging pilot with Smirnoff and Captain Morgan in South East Asia. This year, we started removing cardboard gift boxes from our premium scotch portfolio, increased spend with diverse suppliers by more than 50%, and have trained over 190,000 hospitality workers through the Diageo Bar Academy. In response to the conflict in Ukraine, we’ve pledged €2 million via The Red Cross and Care International UK for immediate humanitarian aid, and pivoted our Learning for Life programme in Europe to support Ukrainian refugees into work.

This market dynamic aligns with these strategic priorities:
Sustain quality growth, Invest smartly, Promote positive drinking, Champion inclusion and diversity, Pioneer grain-to-glass sustainability


Unlocking the omnichannel Scotch whisky opportunity through malts.com
We are actively building our omnichannel participation through a number of initiatives. In scotch, malts.com is our direct-from-distillery platform, offering consumers access to our scotch portfolio, connecting them with our community of whisky makers, and providing a central hub to plan visits and book tickets to our Scotland brand homes, wherever they are.
This year, we re-launched malts.com across five markets with a new look and feel to reflect the changing values of our growing audience. Designed with more than just an e-commerce platform in mind, we set out to create a premium destination for experiences, exclusive and personalised products, gifts and events. This allows us to nurture a relationship with our consumers directly, whilst maintaining relevance with consumer trends and behaviours.



26

Business description (continued)
Our business model

Creating a truly sustainable business for the long term

We deliver our strategic priorities through a business model that leverages global and local expertise, has the consumer at its heart and puts our responsibilities to our stakeholders front and centre.
Since launching our ‘Society 2030: Spirit of Progress’ ESG action plan, we've set out to help create a more inclusive and sustainable world, creating a positive impact in our company, with our communities and for our society.India.

Our enablerscore competencies

Diageo is a world-class brand builder and has supply chain expertise, as well as an entrepreneurial spirit and advantaged culture.
Our people
We're proud ofworld-class brand building is underpinned by deep consumer understanding, which fuels innovation and recruits consumers. We combine our people, whose passion, commitmentconsumer insights with marketing creativity which we execute with precision. This is underpinned by smart investment in marketing effectiveness tools, such as Catalyst, Sensor and specialist skills make the difference. 27,987 people

Our brands
We have a leading portfolio of iconic brands. Its breadth across categories and price points offers choice for every taste and celebration. 200+ brands

Our relationships
From grain to glass, strong, trusted relationships with all our stakeholders are essential to our business. 180+ countries

Our insight and know-how
Our in-country sales and marketing teams give us greater agility and enhanced insight, so we can anticipate the diverse needs of our consumers and customers.

Our infrastructure
We have a global network of sites devoted to research and development, distillation, maturation, brewing, warehousing and packaging of spirits and beer. 132 sites globally

Our financial strengthCreativeX.
We believe attractive margins,that our diverse supply chain across the markets where we source, make and sell is a key competitive advantage. We leverage the scale and breadth of our business to build strategic relationships with suppliers that deliver regular cost savings, which we reinvest. Our culture of everyday efficiency and strong balance sheet and solid free cash flow give us the financial strength to execute our strategic priorities and deliver strong shareholder returns over the long term.

What sets us apart

Ourpipeline of productivity initiatives drove £450 million of savings in fiscal 23, fuelling sustained investment in brand portfolio and geographic footprintbuilding.
We actively manageare consumer-focussed and brand obsessed, and our leading brand portfolioworkforce is encouraged to ensurehave an entrepreneurial spirit, where new ways of thinking are welcomed. Our ability to adapt to market challenges and our consistent focus on consumers and trade partners are the foundations from which we offer consumers a broad range of products across regions, categoriesdeliver our Performance Ambition. As an organisation, we are restless and price points. We have leading positions in many of the markets that are expectedwe work hard to contribute mostoperate with agility and urgency to medium- and long-term industrydeliver consistent quality growth.

Our track record in innovation and brand building
To recruit consumers, we innovate across centuries-old brands such as Johnnie Walker, Tanqueray and Guinness, and develop, grow and acquire new brands such as Seedlip, Chase Distillery and 21Seeds. We use our archives in Scotland and Ireland, two of the largest and most comprehensive in the drinks industry, to provide a rich source of inspiration for our brands. Our creative expertise is enhanced through the use of data and tools, which we use to develop a deep understanding of our consumers and customers. We call this combination ‘creativity with precision’.
Read more about our strategic prioritiescore
competencies on pages 1932-46 and our principal risks and risk management on pages 42 82-92.26-31

1. Data points refer to fiscal 22 unless otherwise statedDelivering consistent performance and quality growth
2. 88% of global employees completedTo help ensure we deliver consistent performance and sustainable quality growth, we invest smartly in the areas we believe will bring the greatest benefits: capital expenditure for our Your Voice survey (fiscal 21: 85%)strategic categories, digital capabilities, our ambitious sustainability agenda and our supply chain agility programme.
3. Net promoter score is an internally generated metric that indicates the likelihood that suppliers surveyed would recommend Diageo as a preferred business partner, as of November 2021
4. Oxford Economics, 2022 for calendar year 2021




2724

Business description (continued)
Our business activitiesProduction capacity and maturing inventories
In fiscal 23, scotch and tequila grew by 12% and 19% in net sales, respectively. Investing capital in production capacity is key to delivering long-term sustainable growth. We are investing in new whiskey distilleries in North America and China and increasing our tequila manufacturing footprint in Mexico. We are also investing in maturing inventories to support the future growth of these fast-growing categories. Over the last five years, we have increased maturing inventories from £4.0 billion to £5.8 billion, including investments of £0.6 billion in fiscal 23.

Consumer insightsShareholder value creation
We continually evolve our data toolsexpect to understand consumers’ attitudesdeliver organic net sales growth consistently in the range of 5% to 7% and motivations. We convert this information into insights whichorganic operating profit growth sustainably in the range of 6% to 9% for fiscal 23 to fiscal 25. Sustainable top-line growth and productivity savings enable ussmart re-investment to respond with agility to our consumers’ interests and preferences.drive long-term growth.
shareholder.jpg

SourcingDigital and data capabilities
From smallholder farmersWe’re investing in Africatransformational digital and Mexicodata capabilities. In marketing, CreativeX, our latest tool, enables us to multinational companies,assess the effectiveness of our digital content before deployment to ensure we work withprovide the perfect serve of advertising content to consumers. It is now deployed in markets covering 75% of our suppliers to procure high-quality raw materialsnet sales value. We’re also supporting our customers and services, with environmental sustainability in mind. Where it is practicable, we source locally.

Marketing
We invest in world-class marketing to responsibly build vibrant brands that resonate with our consumers. We have a rigorous global Marketing Code and belong to the Global Alliance for Responsible Media, working with peers to push for further consumer and brand safeguards.

Innovation
Using our deep understanding of trends and consumer socialising occasions, we focus on driving sustainable innovation that provides new products and experiences for consumers, whether they choose to drink alcohol or not.

Distilling and brewing
We distil, brew, bottle and distribute our spirits and beer brands through a globally co-ordinated supply operation, working to the highest quality and manufacturing standards. Where it makes sense, we produce locally.

Selling
We grow by working closely with our customers. Our global and local sales teams use ourleverage data and insights from digital tools and insightssuch as EDGE365 to extend our sales reach and improve our executionexecution.
Continuing the digital transformation journey we embarked on in 2017, in fiscal 23, we launched a five-year programme to modernise our IT environment and help generate value forstandardise our business operations. This makes us more agile in our response to customer needs, provides us with world-class actionable insights and forallows us to be more efficient in our customers. When our customers grow, we grow too.day-to-day operations.

The valueInvesting in sustainability
By 2030, we create1

Forexpect to have invested around £1 billion of capital to support our people
We want our peopledrive to be the best they can be. We offerglobal champions for water stewardship and a diverse and inclusive workplace with opportunities for development and progression.
90% of respondents are proudstrong contributor to work for Diageo2

For our consumers
a low-carbon world. We are passionate about the roledoing this by improving water use efficiency, investing in water replenishment, using renewable energy, scaling circular solutions and implementing regenerative agriculture. These investments will also help us to be more efficient, reduce our brands play in celebrations globally. We are committed to promoting moderationresource consumption, develop innovative solutions and reducing alcohol misuse.
456 million people reached with moderation messages from our brands

For our customers
We work closely with customers to build sustainable ways of working that help grow their businesses through great insight and execution.
3.3 million bar professionals used the Diageo Bar Academy website


For our communities
We help build thriving communities by making lasting contributions where we live, work, source and sell.
>158,000 people benefitted from our community programmes

For our suppliers
We partner with suppliers to ensure long-term, mutually beneficial relationships. Respect for human rights is embedded throughout our global valuea more resilient supply chain.
+39 supplier net promoter score3

2825

Business description (continued)
For our investors
We aim to maximise long-term shareholder returns through consistent, sustainable growth and a disciplined approach to capital allocation.
11% compound annual growth rate in total shareholder return over 10 years

For governments and regulators
We contribute to economic and development priorities and advocate laws that protect communities where these are not already in place.
£900,000 estimated economic benefit generated for every £1 million we contribute to national GDP4


Our relationships with the trade
Through Diageo Reserve World Class and Diageo Bar Academy programmes, we continue to build a network of relationships with bartenders, customers and distributors that provides us with a strong route to our consumers.
Our expertise in distillation and brewing
Our supply chain teams are the guardians of our brands’ quality and craftsmanship. Their skills and experience range from the craft of barrel-making and coppersmithing, to blending scotch, brewing premium beer, designing packaging and ensuring our complex modern supply operations are working to the highest standards.

1. Data points refer to fiscal 22 unless otherwise stated
2. 88% of global employees completed our Your Voice survey (fiscal 21: 85%)
3. Net promoter score is an internally generated metric that indicates the likelihood that suppliers surveyed would recommend Diageo as a preferred business partner, as of November 2021
4. Oxford Economics, 2022 for calendar year 2021

29

Business description (continued)
Our people

Highly engaged people, and advantaged culture

At Diageo, we are committed to building an engaging and inclusive culture that empowers our people to thrive and grow.

Advantaged culture fuelled by our people’s passion for our brands and business
Our most valuable assets are the 27,9871 people who work in our business every day, with an incredible passion for our brands, strong ownership mindset and accountability for delivering our Performance Ambition. Diageo’s culture is rooted in this deep sense of purpose, passion and personal connections to our brands and each other. The Your Voice survey gives us the opportunity to hear from our people on how they are experiencing work at Diageo; the output of which further shapes our culture. This year, our Employee Engagement Index increased by 1 percentage point to 82%, and our Employer Advocacy score for working at Diageo improved by 5% versus last year.

Commitment to our people’s wellbeing
We believe that our people are most productive when they are physically and mentally thriving, emotionally balanced, financially secure, and socially connected. Recently, we launched our Global Wellbeing Philosophy, outlining our commitment to creating an environment where people can thrive, along with practical frameworks and tools to support our people in managing their wellbeing. In addition to local wellbeing initiatives, such as free Wellbeing Day and Mental Health capability programmes, we are designing our new office spaces with wellbeing at the heart. For example, our new Global Headquarters in Soho, London is equipped with wellness and fitness classes.
82% Employee Engagement Index2
(+1 vs 2021)
80% Diageo is sufficiently supporting my health and wellbeing2
(+2 vs 2021)

Unlocking the growth and potential of our people
Our talent strategy helps us to develop the best talent for Diageo by providing our people with the right developmental experiences to grow and develop. During fiscal 22, the number of international moves undertaken by our people increased by 32%, demonstrating our continued investment in developing our talent and building a longer-term talent pipeline. We are making significant progress in acquiring the best and most diverse talent externally, by digitising our recruitment processes and making it easy for our people to refer great talent. Similarly, our new offer and onboarding process has significantly reduced our ‘time to fill roles’, supporting us in attracting and accelerating the performance of new joiners.

Enabling a culture of agility and experimentation
To create speed and agility in a dynamic and volatile environment, we are simplifying our internal processes through the Radical Liberation programme – a series of interventions to reduce and stop processes that get in the way of us performing at our best. Also, we are forming more cross-functional, cross-market teams to leverage diversity, create a culture of experimentation and provide learning opportunities for our people. This has enabled us to quickly launch and scale new initiatives, such as the pan-African Johnnie Walker ‘Keep Walking’ campaign which launched across Africa in fiscal 22 and delivered significant growth for the brand.S T R A T E G Y


Average number of employees by region by gender3
Region5
Men%Women%
Not declared4
%Total
North America1,719 59%1,150 40%28 1%2,897 
Europe5,487 58%3,914 41%59 1%9,460 
Asia Pacific5,634 69%2,481 30%89 1%8,204 
Africa2,445 67%1,185 32%18 0%3,647 
Latin America and Caribbean2,349 62%1,398 37%32 1%3,779 
Total17,634 63%10,127 36%226 1%27,987 

30

Business description (continued)
Average number of employees by role by gender3
RoleMen%Women%
Not declared4
%Total
Executive862 %538 %0%13
Senior manager6
30456 %23944 %1%544
Line manager7
2,29966 %1,15533 %11%3,465
Supervised employee8
15,02263 %8,72936 %213%23,965
Diageo (total)17,63463 %10,12736 %2261 %27,987
1. This data is correct as of 30 June 2022
2. This is based upon the respondents to the fiscal 22 Your Voice engagement survey
3. This data has been compiled based on the proportion of employees who have identified their gender identity as male, female or undisclosed, and will not be fully representative of the gender identity or diversity within our employee population
4. This data represents the proportion of employees who have chosen not to disclose their gender identity as male or female
5. Employees have been allocated to the region in which they reside
6. Top leadership positions in Diageo, excluding Executive Committee
7. All Diageo employees (non-senior managers) with one or more direct reports
8. All Diageo employees (non-senior managers) who have no direct reports
31

Business description (continued)
Our strategic priorities

Delivering our Performance Ambition

At the core of our strategy is the flywheel for growth. After several years of strong performance at Diageo, it has a proven track record.
Our six strategic priorities support the achievement of our ambition to be one of the best performing, most trusted and respected consumer products companies in the world. Through them,these priorities, we deliver the strategic outcomes against which we measure our performance.

Our strategic priorities
deo-20220630_g3.jpg

OUR STRATEGIC OUTCOMES
[EG] Efficient growth
Consistently grow organic net sales, grow operating profit, deliver strong free cash flow
[CVC] Consistent value creation
Top-tier total shareholder returns, increase returnRead more on invested capital
[CT] Credibility and trust
Trusted by stakeholders for doing business the right way, from grain to glass
[EP] Engaged people
High-performing and engaged teams, continuous learning, inclusive culture
pages 26-29

OUR CULTURE AND VALUES
Our culture underpins the work we do to deliver our strategic priorities and is key to our success.image (6).jpg
It is shaped by our values and encourages our people to: lead bold execution that ensures consumers delight in our brands; act like entrepreneurs and encourage learning; take ownership for shaping and achieving our ambition; and create an inclusive environment where everyone can be at their best.
26
We strive to share our values with our stakeholders, building mutually fulfilling relationships and partnerships.
Passionate about consumers and customers
Our curiosity and insights deliver experiences and products that delight and drive growth.
Freedom to succeed
We foster an entrepreneurial spirit by giving each other the freedom to succeed. It’s how we move with pace and keep our big company small.
Proud of what we do
We are proud of how we operate and what we stand for. We act sensitively with the highest standards for integrity and social responsibility.
Valuing each other
We are creating a truly inclusive culture. We seek diversity in people and perspectives and believe in the benefits it delivers across our business.
Be the best
We are restless: always learning, always improving. We strive to be the best at work and in our communities.


32

Business description (continued)
Sustain quality growth

Creating sustainable and consistent quality growth is at the heart of our ambition to be ‘oneone of the best performing’.performing consumer products companies. It means delivering consistent net sales and margin growth as well as top-tier shareholder returns.

Delivering our strategic outcomes
Sustained quality growth contributes to the delivery of our strategic outcomes of Efficient growth, Consistent value creation and Credibility and trust.
[EG] [CVC] [CT]
Delivering sustained, quality growth is not new to us. Brands such as Guinness, Johnnie Walker and Crown Royal show how the right approach to quality, brand building, innovation and investing for the long term can build lasting value. To sustain quality growth, we focus on developing the successful new brands of the future; on growing volume, price and mix – what we call Revenue Growth Management (RGM); on executing the most effective route to our consumers; and on working with governments and stakeholders around the world to ensure our brands compete on a more equal playing field for alcohol taxation and regulatory policy.
Read more about how we are responding to our market dynamics on pages 22-26.28

Progress in fiscal 22
Leveraged RGM in challenging inflationary environment, upweighting strategic pricing capabilities
Launched innovations including Johnnie Walker High Rye, Don Julio Ultima Reserva and Gordon’s Pink 0.0. Also launched Smirnoff Raspberry Crush Vodka Lemonade RTD, Cîroc Vodka Spritz, Bulleit Crafted Cocktails and Seedlip RTDs, supporting expansion of ready to drink portfolio
Launched no-alcohol portfolio in additional markets
Continued to actively manage our portfolio of brands, announcing: an agreement to sell the Windsor business; the sale of Picon, the French liqueur brand, and of the Meta Abo Brewery in Ethiopia; and an agreement by United Spirits Limited to dispose of and franchise select Popular brands in India
Enhanced and relaunched malts.com as a digital hub for our Scotland brand homes and distilleries; relaunched TheBar.com, our flagship direct-to-consumer site, in Great Britain; and introduced it in the United States, Venezuela, Mexico and Kenya

Looking ahead to fiscal 23
Continue to drive quality market share
Continue to embed RGM plan globally to reduce impact of cost inflation and support long-term growth
Accelerate the transformation and integration of our digital capabilities, tools and platforms across marketing and global sales

Building the luxury opportunity
Our super-premium-plus portfolio of luxury brands grew 31% this year, contributing 27% of our reported net sales.
As the premiumisation trend evolves, so too has the idea of luxury. And we're seizing the opportunity to position our brands for further sustained growth with a more diverse, luxury consumer looking for unique and personalised experiences.
The Singleton has introduced a new generation of consumers to single malts through its accessible, fresh and distinctive perspective. Its simplified portfolio and refreshed brand image are recruiting more diverse consumers.
In China, the fastest growing single malt market1, we are building the brand at the high end of the luxury market. We have invested in unique innovations such as The Singleton 39-Year-Old (Epicurean Odyssey Series) and created experiences that highlight the brand’s most aged variants - contributing to an increase in share2.
In Great Britain, we launched our ‘This will be Good’ campaign in October 2021, including the brand’s first ever television advertisement, which brings to life the delicious taste of The Singleton. As part of the campaign, we partnered with celebrated tastemaker Monica Galetti to create delicious recipes and cocktails featuring The Singleton. Our plans are delivering results, with The Singleton now the fastest growing single malt in the United Kingdom3.

1. Of top 15 single malt markets globally by retail sales value, IWSR, 2021
2. SmartPath and Think&Do: rolling 12 months to 31 March 2022
3. Of top 20 single malt brands by retail sales value, IWSR, 2021
33

Business description (continued)
Guinness: building for the long-term
When it comes to quality growth, Guinness is showing the way. After a period of challenged performance followed by the closure of bars and pubs during Covid-19, the iconic brand is reaping the dividends of a strategy that builds on its legacy of ‘power, goodness and communion’, embedding its place in culture and attracting a more diverse consumer base.
Guinness is our second biggest brand4 and the work we are doing to deliver its ambition of becoming the ‘most creative, innovative and sustainable beer in the world’ is yielding results. This year, organic net sales grew 32%.
4. By organic net sales value

Coming alive in culture
Guinness’ distinctive voice is informed by deep consumer insight and powered by precision marketing to ensure it connects with key cultural moments. In August 2021, Guinness launched its first pan-African campaign in five years: Black Shines Brightest. Inspired by the bold and unique beer, Guinness Foreign Extra Stout, the campaign celebrates African creativity and ingenuity, and features some of the best-known local culture makers, including Ghanaian choreographer Incredible Zigi; Nigerian designer Adebayo Oke-Lawal, and Kenyan media personality Adelle Onyango. Proving that it resonated locally, Black Shines Brightest led to the recruitment of 1.5 million new Guinness drinkers across Africa during fiscal 22.

Innovation for new consumer occasions
Our recent award-winning dispense innovations and our liquid innovations have been focussed on ensuring high-quality Guinness is accessible in emerging occasions at home and in new places and spaces, no matter their size or physical setup. Following the successful launch of Guinness MicroDraught in pubs, restaurants and bars, we launched a limited first release for consumers in Great Britain in December 2021. This launch delivered Guinness Draught on tap in consumers’ homes for the very first time. And we also introduced Guinness NitroSurge in Ireland this year. It provides an easy new way to experience the famous ‘surge and settle‘ at home, increasing the number of occasions in which consumers choose Guinness.

Investing for the long-term
In addition to our investments in innovation and marketing, we also announced, this year, investments in two, new Guinness visitor experiences that are due to open in Chicago and London in 2023. And to support our sustainability ambitions, in February we embarked on a three-year regenerative agriculture pilot in Ireland, to highlight opportunities to reduce the carbon emissions of barley production.

Embed everyday efficiency
Everyday efficiency creates the fuel that allows us to invest smartly and sustain quality growth. At its heart, everyday efficiency is a mindset and a culture, which everyone in Diageo is encouraged to bring to life in their daily work.

Delivering our strategic outcomes
Embedding everyday efficiency contributes to the delivery of our strategic outcomes of Efficient growth and Consistent value creation.Read more on pages 29

We want to ensure our resources are deployed where they are most effective. This means using technology and data analytics to make better, faster decisions and to work in a more agile way. It also means simplifying our business so that we can liberate our teams to better meet the needs of our consumers and customers. At the same time as freeing resources to focus on great performance, everyday efficiency generates savings that we can reinvest smartly.
Read more about how we are responding to our market dynamics on page 22-26.

Progress in fiscal 22
Continued to scale efficiencies by embedding a new operating model across global supply and procurement
Rolled out Diageo One, our digital marketplace for customers, to seven further countries, now covering over 43,000 customers
Continued to improve process controls in our supply operation to reduce waste, optimise the use of raw materials, and unlock efficiencies through the introduction of additional automation
Enhanced EDGE365 capabilities through the introduction of an automated contract management function in the application

Looking ahead to fiscal 23
Enhance focus on everyday efficiency and productivity
Initiate supply chain agility programme, spanning five years from fiscal 23, to strengthen our supply chain, improve its resilience and agility, drive efficiencies, deliver additional productivity savings and make our supply operations more sustainable. Programme expected to have a five-year payback period, with the majority of savings delivered in fiscal 25 and beyond
Continue to innovate with EDGE365, adding capabilities to further improve customer service and efficiency
Extend usage of Diageo One
Accelerate the development and progress of the digitalisation of our marketing and sales operations
Continue investment in data analytics and automation
34

Business description (continued)
EDGE 365: digitalisation to enhance efficiency and support growth
EDGE365, our digital sales tool, delivers a globally consistent way of selling and supports our ambition to be our customers’ preferred business partner. Launched in 2019, it’s used in 23 countries covering over 67% of our reported net sales, to add value for our customers – the pubs, bars, restaurants and stores that sell our products.
The tool provides real-time access to insights and analytics that are tailored to support the growth of our customers’ businesses. And it simplifies our sales activities by providing, at the touch of a button, all the information our teams need for their customer sales meetings. The efficiency delivered through EDGE365 means our people can spend more quality time with more customers. And it’s delivering results: overall, since we began the digitalisation of our sales force three years ago, we have been able to call on 40% more customer outlets globally.
In Kenya, where over 1,000 salespeople use EDGE365, the tool recommends the most appropriate product assortment and promotional activities to support the growth of customers’ businesses. And for Diageo, the number of sales calls per day is up 14%1 since we introduced EDGE365 in Kenya in 2021. This is being achieved with the same resource and working hours, and has led to a year-on-year reduction in our cost to serve.
1. From introduction in 2021 to 31 May 2022

Supporting supply chain visibility in volatile times
In fiscal 22, we shipped more than 100,000 product containers to over 130 countries around the world, working with more than 40 carriers. With this level of complexity, visibility is crucial – especially at a time of significant global supply chain volatility.
Our integrated logistics platform, the Luminate Control Tower (LCT), has transformed how we manage operations. It allows us to track global ocean freight movements in real time and make interventions that are driving cost efficiencies and improving customer service.
Prior to the LCT, tracking each shipment was challenging and time-consuming for our teams. Tracking relied on manual processes and third-party systems – meaning information was often out of date or inaccurate. We recognised that investing in a platform integrated with existing carrier infrastructure would transform the way we manage operations. And enable us to provide more accurate, timely updates to our customers, helping them to better manage their stock levels.
With the LCT, we can now predict and plan warehouse capacity and efficiencies up to three months in advance, giving teams the time to manage common challenges like port congestion. And we have reduced our spend on air freight, a costly remedy for shipping delays, by almost 90% this year.
The visibility the LCT delivers has allowed us to proactively respond to the changing logistics environment, anticipate potential delays, alert markets and customers, and take fast remedial action – even in the most challenging situations. This was particularly evident during the Suez Canal obstruction in 2021, which disrupted worldwide shipping. Using the LCT, we were able to rapidly identify the markets and customers that would be impacted by both the immediate backlog of vessels and the broader disruption in shipping, which lasted for many months. As a result, our colleagues and customers were able to act swiftly to manage the disruption. Previously, it would have taken weeks to identify and notify markets of the impact of an issue of this scale.
The LCT now covers more than 96% of our ocean carrier network. It is helping drive a more future-focussed mindset, where our logistics planning is no longer reactive but predictive, enabling us to manage our business more efficiently and effectively, and better support our customers.


35

Business description (continued)
Invest smartly

We are investing in the future success of our business – but that investment needs to be ‘smart’smart to support the delivery of consistent performance and enable sustainable, quality growth.

DELIVERING OUR STRATEGIC OUTCOMES
Investing smartly contributes to the delivery of our strategic outcomes of Efficient growth, Consistent value creation and Engaged people.
[EG] [CVC] [EP]
We focus our investment in areas where we believe it will bring the greatest benefits: our people; advertising and promotional (A&P) spend; technology, data and e-commerce; capital expenditure; and mergers and acquisitions (M&A).
Read more about how we are responding to our market dynamics on pages 22-26 and about people on page 30-31.30-31

Progress in fiscal 22
Invested in high-growth categories and enabling technologies, including the acquisitions of 21Seeds, the super-premium flavoured tequila brand; Mezcal Unión, a premium artisinal mezcal brand; and Vivanda, the owners of FlavorPrint technology
Opened Johnnie Walker Princes Street, our global visitor attraction in Edinburgh and the centrepiece of our £185 million investment in whisky tourism in Scotland
Opened our first carbon-neutral distillery in Lebanon, Kentucky
Announced establishment of new research and development centre in Shanghai to further our ambitions in China
Announced C$94 million joint investment with Hydro-Québec and the governments of Québec and Canada, to make our Salaberry-de-Valleyfield distillery carbon neutral by 2025
Looking ahead to fiscal 23
Continue to develop our data tools and embed analytics capabilities to further improve our return on investment, and enable faster decision-making and execution across our marketing, sales and brand homes
Continue to actively manage and invest in our portfolio of brands and brand experiences
Accelerate investment in support of 2030 carbon reduction targets

Investing for the long term
Investing smartly means investing in the future success of our business. This supports the delivery of consistent performance and enables sustainable, quality growth. A core element of that growth is investing in production capacity in fast-growing strategic categories.
In September 2021, we launched the expansion of our tequila production capacity in Mexico through an investment of over US$500 million. With our tequila volumes growing 35% over the last five years1, this investment will support future category growth.
We’re also investing to add capacity for Crown Royal Canadian Whisky, North America’s most valuable whisk(e)y brand.2 A new carbon neutral facility in Canada, announced in March 2022, will support our growth ambitions.
To support growth plans for our ready to drink (RTD) portfolio of premium drinks in North America, we opened our new canning facility in Illinois, in March 2022. It has capacity to produce over 25 million cases of RTD cocktails.
In China, we broke ground on the Eryuan Malt Whisky Distillery. It will produce our first China-origin, single malt whisky and be carbon-neutral on opening. Also featuring an immersive visitor centre, our $75 million investment in this distillery is part of our long-term growth plans in this key strategic market – the world’s largest for total beverage alcohol.3
And in March 2022, to support the growth of Guinness, we announced a £40.5 million investment in capacity expansion at our packaging facilities in Belfast, Northern Ireland, and Runcorn, England.


1. Volume CAGR fiscal 18 to fiscal 22
2. Retail sales value, IWSR, 2021
3. Volume and retail sales value, IWSR, 2021


36

Business description (continued)
Creativity with precision: investing efficiently and effectively
We have a track record of investing in our brands to support their long-term growth. We combine creativity with precision, to ensure that we’re maximising the impact of our investment. And with consumers increasingly looking for personalised and unique experiences, we’re bringing together data and analytics to reach more of the right consumers more often, at the right times and in the right places, with the right message for them.
By enhancing our data and analytics capabilities, our content and engagement better reflect consumers’ interests, improving their experience on the digital platforms where they interact with our brands. And we use data and analytics to optimise the consumer experience and the investment choices we make to support this work.
Taking this approach across our marketing activity, including our advertising campaigns, direct-to-consumer websites, digital brand channels and brand homes, while measuring our performance to improve our insight, creates a virtuous circle that supports more efficient and effective engagement with our consumers and better returns on investment.
In the United States, where progress on developing our data and analytics engine is most advanced, our work has delivered an improvement in return on investment of over 80% since fiscal 194. And it is supporting our ability to tailor our campaigns to the right consumers in the right digital channels. For example, this year, to amplify our multi-year sponsorship of the National Football League (NFL), we created 90 versions of Crown Royal video content using data and analytics to identify how we could make our content more relevant. These videos were deployed to coincide with various consumer occasions, such as football party preparations. We also used geolocation data to ensure content was more personalised and specifically targeted to consumers in cities where we have individual NFL team sponsorships. Work such as this contributed to a 17% improvement in return on investment in Crown Royal’s digital media spend in the first half of fiscal 22.5
4. Sensor: US Spirits portfolio measured media spend fiscal 19 to 31 December 2021.
5. Year-on-year comparison to first half of fiscal 21.


37

Business description (continued)
Promote positive drinking
We are determined to change the way the world drinks for the better. We will promote moderation and continue to invest in education programmes around the world to help reduce the harmful use of alcohol. As we reach more people with our programmes, we will change attitudes and tackle binge drinking,on underage drinking, and drink driving.

Performance against all our ‘Society 2030: Spirit of Progress’ goals is described on pages 50-53.

Delivering our strategic outcomes
By promoting positive drinking, we deliver against two strategic outcomes: Credibility and trust and Engaged people.
[CT] [EP]

At Diageo, we're committed to promoting moderation and addressing the harmful use of alcohol wherever we live, work, source and sell. This is why promoting positive drinking is an essential part of our Performance Ambition.
When we encourage people to ‘drink better, not more’ we also support our commercial success, as consumers trade up to our higher quality drinks. We’re proud of our brands and know the best way to enjoy them is in moderation.

Alignment with the UN Sustainable Development Goals
deo-20220630_g4.jpg

Progress in fiscal 22
DRINKiQ has been launched in all our markets, where legally permissible. It’s now launched in 21 markets, 73 countries and 23 languages
SMASHED Online is now live in 23 countries and SMASHED Live in 15 countries, educating 607,374 people on the dangers of underage drinking
‘Wrong Side of the Road’ is now active in 24 countries, reaching 500,415 people this year
Our brand moderation messages reached 456 million people

Looking ahead to fiscal 23
We will continue to focus on making progress towards our ’Society 2030: Spirit of Progress’ ambition:
Maintain a focus on championing health literacy and tackling harm through DRINKiQ in every market where we live, work, source and sell (where it is legally permissible)
Scale up our SMASHED partnership, and educate 10 million young people, parents and teachers on the dangers of underage drinking
Extend our UNITAR partnership, and promote changes in attitudes to drink driving reaching five million people
Leverage Diageo marketing and innovation to make moderation the norm – reaching one billion people with dedicated responsible drinking messaging by 2030binge drinking.


EmergingRead more determined
We know that excessive drinking can cause significant harm to individuals, their families and society. We share our stakeholders’ concerns about this and are working with others as part of a whole-of-society approach to address it. It’s why promoting positive drinking is central to our ‘Society 2030: Spirit of Progress’ plan – and why, as we emerge from Covid-19, we are innovating, enhancing and increasing the scale of our programmes.

Committed to reducing harmful use
In 2015, Diageo was a founding member of IARD, the International Alliance for Responsible Drinking, a not-for-profit organisation comprising 13 leading beer, wine and spirits companies. IARD members work together to actively support the WHO’s target within the Non-Communicable Diseases (NCD) Global Monitoring Framework of an ‘at least 10% relative reduction in the harmful use of alcohol’ by 2025.

38

Business description (continued)
Making moderation a business position
This year we formed our Positive Drinking Council with representatives from across the business and began refreshing our ambition in this area. This whole-of-business approach will enable us to clarify the role of non-alcoholic drinks in promoting moderation; harness digital to enhance our insights; improve the effectiveness of our messaging; and define market and brand segmentation for our moderation campaigns. Alongside existing programmes, this approach will help us to meet our target of reaching one billion people with dedicated responsible drinking messaging by 2030.
We want our people to be ambassadors for moderation and are using the reach and influence of our brands to connect with consumers. For example, in Great Britain we reached 22 million people with the Captain Morgan anti drink-drive campaign ‘A mate doesn’t let a mate drink drive’, developed in collaboration with Think!. In the United States, Crown Royal, Captain Morgan and Smirnoff had moderation messaging and game activations throughout the National Football League (NFL) season.
Both through lockdowns and as markets have been emerging from Covid-19, we’ve been investing in reaching more consumers with responsible drinking messaging and are committed to continuing this work.

Empowering people to make responsible choices
Our enhanced DRINKiQ.com platform is a dedicated responsible drinking tool that provides facts about alcohol, the effects of drinking on the body and mind, and the impact of harmful drinking on individuals and society. It’s one of our most important tools in promoting positive drinking. DRINKiQ aims to inspire consumers to take action and empower them to achieve a balanced lifestyle – inviting them to change their attitudes to alcohol.
We designed the platform to complement resources offered by governments, charities and independent bodies. For example, our drinking self-assessment tool – which aligns with the WHO’s Alcohol Use Disorder Identification Test (AUDIT) tool – helps determine if someone is at risk of problem drinking.
We’ve now reached our 2030 goal to launch DRINKiQ in every market in which we live, work, source and sell. The DRINKiQ platform, which champions health literacy and tackles harm, has been launched in 21 markets and is available in 73 countries and 23 languages. This year, our campaigns around the world have engaged users with DRINKiQ. In South Korea, for example, a festive campaign in 2021 reached more than a million users in four weeks.
pages
Tackling underage drinking
For many years, we’ve run ambitious campaigns and programmes to tackle underage drinking – because it is never acceptable for somebody who is underage to consume alcohol.
SMASHED, an award-winning alcohol education programme, developed by Collingwood Learning and sponsored by Diageo, plays a key role in sharing this message – and measures changed attitudes in young people who participate. SMASHED started as a live theatre production. As part of a long-term goal to reach a greater number of students, we’re pivoting to digital, developing SMASHED Online.
This year we further extended the global scale of the programme. Despite ongoing challenges, including Covid-19 and adapting the programme for local governing bodies, we launched SMASHED Live in 15 countries and SMASHED Online in 18 new countries. In total, Diageo-supported education programmes educated 607,374 people on the dangers of underage drinking – 491,128 of those confirmed a changed attitude on the subject after taking part.
We remain committed to educating 10 million people on the dangers of underage drinking by 2030; SMASHED has educated more than 1.8 million people since it launched in 2018.

Preventing drink driving by changing attitudes
Attitude change is also crucial to preventing drink driving. For decades, we’ve been addressing this issue through a range of interventions, including partnerships with police, local authorities and other agencies that support the enforcement of drink drive laws.
Last year we launched 'Wrong Side of the Road’ (WSOTR), which is now live in 24 countries. Developed in partnership with the United Nations Institute for Training and Research (UNITAR), it’s our digital learning experience to help as many people as possible around the world understand the consequences of drink driving. In China, WSOTR launched alongside a national road traffic safety campaign, allowing us to reach 26,000 people in its first month. This year in India we reached 107,000 people within seven months, using a mix of online and offline learning in a classroom setting. We continue to look for ways to make the digital experience more effective, and scale the programme to engage more people with our positive drinking message post-pandemic.
We have partnered with UNITAR since 2016 to develop ways to prevent drink driving. Together we continue to support the second UN Decade of Action for Road Safety. Our own ‘Society 2030: Spirit of Progress’ plan commits us to changing the attitudes of five million people towards drink driving by 2030.

75-77

39

Business description (continued)
Advocating improved laws and industry standards
As a minimum, we aim to comply with all laws and regulations where we operate. We advocate effective new regulation based on evidence, including blood-alcohol volume driving limits, responsible digital marketing and legal-purchase-age laws, equal for all categories of alcohol in countries where these don’t exist.
We support IARD’s commitments on digital marketing and commercial practices, and its package of measures to combat underage drinking, including its new Influencer Guiding Principles –the first global standards to ensure responsible marketing of alcohol by social influencers. We've also committed to including an age-restriction symbol or equivalent words on all our alcohol brand products in all markets by 2024.
We are also part of a global alliance between IARD and prominent online retailers and e-commerce and delivery platforms, developing industry standards to promote moderation and address the risk of alcohol being sold to people who are underage or intoxicated.

Responsible marketing
Our Diageo Marketing Code (DMC) and Digital Code set mandatory minimum standards for responsible marketing. We review them every two years. At the heart of the DMC is our commitment to ensuring all our activities depict and encourage only responsible and moderate drinking, and never target those who are underage.
We’ve also taken a leadership role in shaping safer online environments through our work with the World Federation of Advertisers’ Global Alliance for Responsible Media (GARM) – a cross-industry programme, steadily progressing better and more consistent standards, controls, measurement and verification of harmful digital content. This year GARM launched its first report tracking the brand safety performance of digital platforms and setting a benchmark for progress.

Advertising complaints upheld by key industry bodies that report publicly
Across some of our markets, advertising monitoring and industry bodies publicly report breaches of self-regulatory alcohol marketing codes. This year one complaint was upheld against Diageo, by the ABAC scheme in Australia. It was a ‘no-fault breach’ decision issued on 30 May 2022 against UDL, a ready-to-drink brand. A no-fault finding is defined as an instance where an alcohol marketer has acted properly and diligently in seeking to comply with its ABAC obligations, but a failure has occurred that was outside the reasonable control of the marketer or their advertising agency.
In this instance, an agency placed a billboard at a bus stop too close to a school, because of an error defining the boundaries of the school’s premises in a location database. We accepted that the placement rule had been breached, and asked for a no-fault finding. We acted immediately to remove the advertising.

CountryBodyIndustry complaints upheldComplaints about Diageo brands upheldBrand
AustraliaABAC Scheme481UDL
IrelandAdvertising Standards
Authority for Ireland (ASAI)
00
United KingdomAdvertising Standards
Authority
70
Portman Group80
United
States
Distilled Spirits Council of the United States (DISCUS)10


Pivoting to digital at a time of global challenge
Due to Covid-19, promoting positive drinking remains challenging, particularly for programmes that rely on in-person events. By using online solutions in many markets, we continue to find new ways to reach audiences and deliver our most important messages. Expanding our digital approach has given us more data insights, which we are using to increase engagement and measure impact. It’s helping us to enhance our industry-leading programmes and change more attitudes towards the harmful use of alcohol.

40

Business description (continued)
Champion inclusion and diversity
We believe that everybody should be able to thrive in an environment that values their contribution and celebrates what makes them unique. Across Diageo, we champion inclusion and diversity, from how we attract, recruit and develop our teams, to representation in our supply chain, and the ways we portray the richness of society across our brands.
Performance against allbrands and our ‘Society 2030: Spirit of Progress’ goals is described on pages 50-53.

DELIVERING OUR STRATEGIC OUTCOMES
By championing inclusion and diversity, we deliver against three strategic outcomes: Consistent value creation, Credibility and trust and Engaged people.
[CVC] [CT] [EP]

Alignment with the UN Sustainable Development Goals
deo-20220630_g5.jpg

We are committedwork to creating the most inclusive and diverse culture, as well as shaping market-leading policies and practices. This helps us attract the best and most diverse talent – driving both innovation and commercial performance. Beyond our workplace, through our partnerships, creative skills and media spend, we help educate and make society more equitable. Because championing inclusion and diversity is central to our purpose of ‘Celebrating life, every day, everywhere’ – and it is simply the right thing to do.

Progress in fiscal 22
Increased female representation across leadership, including our Executive Committee, to 44% and the ethnic diversity of our leadership population to 41%
Announced ambitious goals to increase our supplier diversity spend with diverse-owned and disadvantaged businesses to 10% by 2025 and 15% by 2030
Improved our Inclusion & Diversity Indexa positive difference in our employee survey by two percentage points year-on-year, to 84% ‘positive sentiment’
Updated our Learning for Life programme to tackle barriers to ethnic minorities working in hospitality
Launched ‘Domestic and Family Abuse’ guidelines to support our people
Leveraged our Employee Resource Groups (ERGs), collaborating with our marketing teams to create highly relevant and progressive advertising

Looking ahead to fiscal 23
We have set a range of ambitious goals to help drive our performance in: championing gender and ethnic diversity; improving employability and livelihoods through specialist training; supporting progressive voices and diverse-owned and disadvantaged businesses, through our spend; and ensuring our community programmes benefit everyone equally. Performance against all our ‘Society 2030: Spirit of Progress�� goals is described on pages

Championing our people
Every individual who works for, or with, Diageo should feel they belong and know they can thrive. To achieve that, we embrace diversity in every possible sense, including gender, ethnicity, ability, age, sexual orientation, neurodiversity, social class, education, experience and ways of thinking.
Globally we put significant focus on two areas: empowering women to flourish in all roles, and increasing the representation of those from ethnically diverse backgrounds. It is both the right thing to do and a critical driver of our 'Society 2030: Spirit of Progress' ambitions, which is why we’ve backed up our ambition by directly linking our Long-Term Incentive Plan (LTIP) awards to delivering diversity in our leadership – see page 207.

Women in leadership: progress continues
Our goal is to see women represent 50%* of our leadership group by 2030. This year, representation reached 44%1∆, from 42% in 2021. We’re also proud to have 64% female Board representation, and be recognised for our gender equality work by the FTSE Women Leaders Review, Bloomberg Equality Index, Equileap and others. We continue to work towards our goals, with a deep commitment to supporting gender equality through representation, policy development and transparency.communities.


41

Business description (continued)
A focusRead more on ethnic diversity
Progress requires ambition. Our Ethnic Diversity Framework supports markets in defining multi-year plans covering talent representation and development, supplier ethnic diversity, inclusive marketing – and where local law allows, we invite employees to share their ethnicity. In these markets 82% of our global workforce and 96% of our leadership population has confidentially disclosed their ethnic background. By 2030, we’re aiming to have increased representation of Diageo leaders from ethnically diverse backgrounds to 45%*. Today 45% of our Board and 41%pages 1∆ of our leadership population, including our Executive Committee, is ethnically diverse.
*Statements on representation should be considered an ambition for Diageo, not a target
1. This data is calculated as an average across the four quarters of fiscal 22

Creating an inclusive culture through progressive policies and our Employee Resource Groups
Our progressive policies help us foster an inclusive environment that supports every employee. This year, we introduced ‘Domestic and Family Abuse’ guidelines, while continuing to embed our ‘Thriving through Menopause’ and ‘Gender Expression & Identity’ guidelines.

Supporting people affected by abuse
In November 2021, we introduced Domestic and Family Abuse guidelines, created in partnership with CARE International UK. These outline our zero-tolerance approach to all forms of domestic and family abuse, and provide guidance to employees and line managers on where to go for expert and confidential support.

Our network of Employee Resource Groups gives our people the opportunity to support one another, while helping leaders better understand the concerns of diverse communities. Our active ERGs include: AHEAD (African Heritage Employees at Diageo); Conectados (Diageo employees championing Latin culture); PAN (Pan Asian Network), in the United States; We Are All Able and REACH (Race, Ethnicity and Cultural Heritage), in Europe; and our international Spirited Women and Rainbow Networks. Highlights from this year include:
Our partnership with Queer Britain in London,the UK’s first LGBT+ museum, celebrating 50 years of LGBTQ+ Pride in the UK, allowing meaningful connections to both past and present
Lighting up purple for International Day of People with Disabilitiesat our sites across the world, showing our commitment to supporting those with a disability
Celebrating Black Heritage Month (US) and Race Equity Week (UK), with thought-provoking discussion, encouraging us to challenge our way of thinking and create meaningful action
#MyNameIs global campaign as part of our annual inclusivity week, designed to educate others that the correct pronunciation of our names is central to championing inclusion
85 Diageo sites taking part in our annual PRIDE flag-raising eventwhich saw the Progress flag flown, representing marginalised LGBTQIA+ transgender and ethnically diverse communities86-90

Changing society through our reach and influence
As one of the world’s largest advertisers, we’re committed to an advertising and media environment where, from script to screen, everyone sees themselves represented.
We invest in progressive voices, measuring and increasing our percentage spend. This is unlocking opportunities in front of the camera, behind the camera and in who owns the camera.
The Baileys ‘Witches’ campaign for Halloween was a celebration of how enjoying treats spans generations, ethnicities and sexualities, featuring three of the UK’s biggest drag queens. The campaign was created in partnership with our employee Rainbow Network and consultancy, INvolve, to ensure it was a true representation of drag, within the context of the wider LGBTQ+ community. Our Guinness ‘Black Shines Brightest’ campaign was created for and by African markets, to bring together passionate and creative individuals and celebrate the cultural diversity of Africa.

Celebrating and supporting employees with disabilities
Across our manufacturing sites, our Youth4Jobs partnership in India has seen us hire more than 62 people with disabilities and our award-winning ‘We Are All Able’ internship programme at our Shieldhall packaging site is now in its third year. In Kenya, we have partnered with Sightsavers to promote the inclusion of farmers with disabilities, working with more than 350 disabled farmers (of which 51% are female) in the production of our Senator Keg beer.

Thriving through menopause
By 2025, there will be over one billion women experiencing menopause in the world – and this subject should not be taboo. In 2021, we introduced our ‘Thriving Through Menopause’ guidelines, to raise awareness and understanding of menopause throughout our business. In 2022, we worked with our partner, Balance, to launch an employee app, that offers medical provision, advice and diagnosis to employees worldwide.


42

Business description (continued)
Fostering an inclusive culture
Improving our Inclusion and Diversity Index to 84% (+2ppt vs 2021), as reported by our annual employee survey, keeps us ahead of global benchmarks – and highlights that our employees see this as a key driver of both our culture and commercial performance.

Our commitment to supplier diversity
A value chain built on inclusion and diversity can create employment opportunities, economic advancement and greater representation in marginalised communities. This is why we have chosen to recognise supplier diversity as a business priority, committing to spend 10% with diverse-owned and disadvantaged suppliers and agencies by 2025, and 15% by 2030.
In the last year, we have worked with our markets, advocacy organisations and peer companies to understand which groups were under-represented at a local level – and to align on what defines ‘supplier diversity’. We surveyed 1,500 suppliers, covering 80% of our global spend, establishing the baseline of diversity in our existing value chain. This year we spent £429 million with 369 diverse-owned and disadvantaged businesses, approximately 4.8% of global spend.

Helping communities thrive where we live, work, source and sell
We continue to promote sustainable growth through inclusive programmes that provide equal access to resources, skills and employment opportunities – including in business and hospitality training, safe water, sanitation and hygiene, and support for smallholder farmers. Each programme puts measures in place that reduce barriers to underrepresented groups who need to access these benefits.
This year, we reached 22,230 people with our business and hospitality skills programmes, 64% of whom were female. We also expanded our approach to tackling barriers to ethnic minorities in hospitality, including lack of access to essential education, skills and infrastructure; lack of safe, inclusive working spaces free from harassment and abuse; and unfair wages, informal contracts and inappropriate working hours. We’ve updated our Learning for Life (L4L) inclusive-by-design principles, and will be partnering with the Diageo Bar Academy, which itself has delivered 190,383 training sessions to help create an inclusive and thriving hospitality industry that works for all.
This year, we invested a total of £22 million in community initiatives, equivalent to 0.5% of operating profit. See our ESG Reporting Index for more details of our community investments.

Equal opportunities for women
We make sure at least 50% of people trained by our community programmes are women, and that women’s needs are met at all stages of design, implementation and evaluation. We do this with CARE International UK, a leading NGO in gender equality. For example, in 2022, our Learning for Life programme in India reached 658 female beneficiaries (59% of programme attendees), through dedicated gender focussed engagement and education.

Gender representation of our leadership1
RoleMen%Women%Total
Leadership population2
31256 24444 %
556 3

Ethnic representation of our leadership1,4
RoleEthnically diverse%Non-ethnically diverse%Decline to self-identify% Not
disclosed
%Total
Leadership population2
23141 %29152 %14%21%557

1.This data is calculated as an average across the four quarters of fiscal 22
2. Leadership population encompasses Executive Committee and senior managers
3. One person has opted not to disclose their gender; they cannot be positively attributed to either group and therefore are not included
4. Please refer to our reporting boundaries and methodologies in our ESG Reporting Index, for more information on how data has been compiled, including standards and assumptions used.


43

Business description (continued)
Pioneer grain-to-glass sustainability

The climate is in crisis. We must increaseare focussed on preserving the resources upon which our effortsbusiness and our communities depend. We are working to preserve water for life, accelerate to a low-carbon world and become sustainable by design – helping to create a better future for communities everywhere.
PerformanceFind out more about our performance against all our ‘Society 2030: Spirit of Progress’ goals is describedESG action plan on pages 50-53,75-110.

Read more on pages with more detail about91-110
27


S T R A T E G I C P R I O R I T I E S

Sustain quality growth

To achieve our performanceambition of being one of the best performing, most trusted and respected consumer products companies in our ESG Reporting Index 2022.the world, delivering and sustaining quality growth is key. This means consistent net sales and margin growth, as well as top-tier shareholder returns.

Delivering our strategic outcomes
By pioneering grain-to-glass sustainability, we deliver against three strategic outcomes: Consistent value creation, Credibilitysustained, quality growth is not new to us. Brands such as Johnnie Walker and trustDon Julio show how the right approach to quality, brand building, innovation and Engaged people.
[CVC] [CT] [EP]
The urgency ofinvesting for the climate crisis requires us to do more, and quickly. Water stress, biodiversity loss, natural disasters, inequality and poverty threaten the environment and the prosperity of communities. The period to 2030 will be critical and difficult – as we manage both our impact on the planet, and mitigate and adapt to the effects of a changing climate.long-term can build lasting value.

We are acting. At COP26 we became a founding signatory of the Glasgow Declaration for Fair Water Footprints for climate-resilient, inclusive and sustainable development – and are part of the COP26 Business Leaders Group, stimulating business action to help accelerate delivery of the Glasgow Climate Pact ahead of COP27. We are vocal supporters of two key UN-backed global campaigns: Race to Zero and Race to Resilience. And we continue to pioneer innovative approaches from grain to glass, partnering with others to make a difference – because we know our long-term commercial performance and effective stewardship of the environment go hand in hand. Managing the risks and opportunities of a changing climate will be critical, and we report on these in line with the recommendations of the Task Force on Climate-related Financial Disclosures on pages 58-79.

Alignment with the UN Sustainable Development Goals
deo-20220630_g6.jpg

Progress in fiscal 22
Achieved 3.7% water efficiency improvement and generated the annual capacity to replenish 1,058,822m3 of water
Reduced carbon emissions from our direct operations by 5.3% despite a year-on-year increase of 9.6% in packaged volume and 6.7% in distilled volume
The Science Based Targets initiative validated our GHG targets as meeting the criteria for the 1.5°C warming pathway
Launched our first regenerative agriculture programme with Guinness
Launched our second round of Diageo Sustainable Solutions innovation challenges, this time focussed on enhancing the sustainability of our packaging

Looking aheadCase study: Johnnie Walker

Johnnie Walker has been a key driver of our strong scotch performance this year, seeing sales growth of 15%.

This is the brand’s third consecutive year of double-digit net sales growth, with sales at an all-time high.

Premiumising scotch
Johnnie Walker’s growth has been primarily driven by premiumisation. Ensuring we offer consumers choice and provide options to easily trade up (e.g. moving from Johnnie Walker Red Label to Johnnie Walker Black Label) have meant that price and volume have had strong growth across all our regions and variants. In fact, the proportion of net sales from Johnnie Walker premium products – Johnnie Walker Black Label and above – reached 73% for the first time in fiscal 2323.

This broad-based strong volume, price and mix performance allowed us to offset record inflation seen globally as well as strong foreign exchange headwinds to grow gross margin by +1.1ppt.

Record share performance
Johnnie Walker has also extended its lead as number one international spirits brand by 34bps.In the coming(1) Every month, 93 million people who choose to drink alcoholic beverages choose Johnnie Walker.(2)
As ever, this year we will continuealso looked to focusthe future, and continued to invest ahead with a record high advertising and promotion (A&P) spend of £545 million and 22% sales return on the targets we have set to drive ourA&P investment level with all markets increasing spend versus last year.

Sustaining quality growth in Latin America and Caribbean
This financial year, Johnnie Walker’s performance in preserving water for life, acceleratingLatin America and Caribbean stands out, with the region heavily focussed on premiumisation.
Net sales grew +16% to a low carbonrecord high, and gross margin percent grew +1ppt. Likewise A&P grew +36% which funded double-digit net sales growth of core variants (Johnnie Walker Red Label +15%, Johnnie Walker Black Label +18% and Johnnie Walker Blue Label +22%). We were also excited to roll out Johnnie Walker Blonde special edition across Mexico, Brazil and Chile.

(1) IWSR, 2022
(2) How the world and becoming sustainable by design. We report against all our targets on pages 50-53drinks, Kantar 2022
(3) CGA, 4 weeks to 3 December 2022


Acting now, acting togetherTo sustain quality growth, we focus on: developing new brands of the future; balancing volume, price and mix – what we call Revenue Growth Management; executing the most effective route to our consumers; and working with governments and stakeholders around the world to ensure our brands compete on a more equal playing field for alcohol taxation and regulatory policy.
We workAlongside this, we have a disciplined approach to portfolio management, making acquisitions and disposals in line with our whole value chain to look after the people and resources that contribute to our success. We’re engaging with suppliers to identify common challenges and accelerate our journey to net zero together. As we grow, reducing emissions and the consumption of raw materials are among our biggest challenges. It’s why we take an integrated approach to sustainability – making improvements and launching initiatives that support climate, water and biodiversity.strategy.

‘Society 2030: SpiritExamples of Progress’ ambitionprogress in fiscal 23:
By 2030• We drove strong growth in four of our five regions, with Europe and Asia Pacific growing double-digit
• Continued to generate quality growth across key brands, including Guinness, which became the number one beer in the Great Britain on-trade for the first time in December 2022(3)
• Launched new innovations in premium categories, including Don Julio Rosado in tequila and Elusive Expressions in scotch
• Made considered acquisitions focussed on fast-growing, premium categories such as Don Papa Rum and Mr Black coffee liqueur
• Equally we expect to have invested around £1 billionmade considered disposals in aid of capital expenditure on improving our environmental performance. This investment will support our drive to be global champions for water stewardshiplong-term growth ambitions, including the sale of Archers and a strong contributor to a low-carbon world – through using renewable energy, scaling circular solutionsthe sale and implementing regenerative agriculture approaches. These investments will help us to be more efficient, reduce our resource consumption, develop innovative solutions and ensure a more resilient supply chain.franchise of selected local brands in India


28
44

Business description (continued)
Water and the climate crisis
Water is a critical resource, as well as our most important ingredient. Preserving it is crucial to our communities and business – and remains a strategic priority for us, especially in water-stressed areas.
Our updated water stewardship strategy ‘Preserve Water for Life’ outlines how we’ll manage water in our supply chain, operations and communities, as well as advocate collective action to improve water outcomes. Our work on water efficiency continues, particularly in Africa, with another two water recovery plants in Nigeria – one recently commissioned and the other being completed. As part of our water replenishment programme, this year we launched our first project in Turkey – conserving water through efficient drip irrigation for growing grapes, a core raw material of Yenì Raki. This will improve the climate resiliency of farmers while reducing our Scope 3 carbon emissions.
We know there is a connection between climate, water, people and regenerative agriculture. We continue to prioritise climate adaptation in the ‘Global South’ to support vulnerable local communities and strengthen the resilience of our supply chain, by addressing our most important climate risks. Our analysis shows we must do more on indirect water use, especially in our agricultural supply chains in water-stressed areas, which now include parts of Europe and Latin America (see map on page 62.) We are engaging in enhanced water efficiency and replenishment programmes in these areas. More investment in our regenerative agriculture programme is another key element of our integrated approach to climate adaptation.
Our approach supports farmers, improves water-use efficiency in agricultural and production operations, replenishes water in water- stressed catchments and provides clean water to our communities. In India, Mexico and across Africa, we continue to take collective action through supporting better water stewardship and increased water security.S T R A T E G I C P R I O R I T I E S continued

Water in communitiesEmbed everyday efficiency
A key part of our integrated approach isEveryday efficiency creates the fuel that allows us to provide access to clean water, sanitationinvest smartly and hygiene (WASH) in communities near our sites and in the water-stressed areas that supply our raw materials.
Our strategy contributes to SDG 6 (clean water and sanitation), including replenishing the water we use in our operations. This year we launched our first WASH programme in Brazil.sustain quality growth. We reached 135,800 people with safe water and sanitation across Nigeria, Kenya, Tanzania, South Africa, Uganda, India and Ghana. In fiscal 23 we’ll also develop wayswant to ensure greater female representation in all WASH programmes.
We recognise the importance of returning water to the environment safely and, at a minimum, in compliance with regulations. As water management relates to local ecosystems, we’ve adopted a context-based approach to managing wastewater informed by robust scientific assessment.our resources are deployed where they are most effective.

LeadingThis means using technology and collaborating
Advocacy and collaboration are essentialdata analytics to make better, faster decisions. It also means simplifying our ambitions for water stewardship. This year, as partbusiness so that we can better meet the needs of our collective action programme, we continued to support the Upper Tana Water Fund in the catchment of our Tusker brewery in Nairobiconsumers and the Charco Bendito Water Action Hub in the Santiago Lerma basin in Mexico. We also initiated a new collective action collaboration in the Ganges basin near our Alwar distillery in Rajasthan; and continued to assess collective action opportunities as part of our engagement in the Water Resilience Coalition. Twelve of our distilleries in Scotland have achieved formal water stewardship certification from the Alliance for Water Stewardship (AWS).customers.
Case study:
Logistics reinvention

Accelerating to a low carbon world
We startedThrough our decarbonisation journey in 2008,logistics interventions, we are driving sufficiency, efficiency, sustainability, agility and we aim to reach net zero across our direct operationsresilience by 2030, using 100% renewable energy everywhere we operate. This year we achieved a further 5.3% reduction in emissions from our direct operations. We have developed decarbonisation roadmaps to reduce direct emissions from our existing sites and are investing in new carbon-neutral sites, such as our distillery for Crown Royal in Ontario, Canada and a new malt whisky distillery in China, which will operate using 100% renewable energy. We’re also working hard to achieve net zero across our supply chain (Scope 3) by 2050 or sooner, with the aim of achieving a 50% reduction by 2030.
We are analysing the data and reporting methodology for our Scope 3 emissions – including those from recent acquisitions. So far this has expanded the number of categories we report and has resulted in a significant increase in our reported Scope 3 emissions this year compared to our previous baseline (see page 52). Our Scope 3 footprint is largely basedfocussing on currently available, standard emissions factors. As we work with our suppliers to gain more granular insights into our supply chain, we’ll further refine our footprint.
We can’t achieve net zero alone. In pursuit of our Scope 3 target, for example, we plan to partner with our suppliers on renewable energy solutions, circular-designed products, increasing the recycled content of packaging and regenerative agriculture.
Our strong commercial growth has meant that we’ve increased our production volumes across many of our markets. This has made it even more challenging to meet our absolute emissions reduction targets – and meant that we’ve had to continue to use renewable energy certificates for direct energy, to supplement our decarbonisation projects. We’ve reviewed our decarbonisation roadmaps, looking at when projects will deliver emission reductions – and then adjusted our interim decarbonisation trajectory. We’ve also defined ourfive key projects for the next three years, setting us up to meaningfully accelerate decarbonisation in the second half of the decade.areas.

45

Business description (continued)
1 Synchronised fulfilment
A moveWe revised our operating strategy by identifying never out of stock and strategic brands and products, which account for 80% of our revenue. Focussing on these stock keeping units has enabled us to biomass
Tuskerservice our customers faster, cutting cost, lead-time and Kisumu breweries in Kenya are in the final stages of commissioning new biomass facilities, using sustainable local by-products to produce renewable energy. Our biomass investment in East Africa, and other projects like it, are critical enablers in reducing GHG emissions and using 100% renewable energy across all our direct operations by 2030.carbon.

Being sustainable by design2 Alternative routes, ports, carriers and modes
With the climate in crisis, we’re committedIn order to reducing our footprint by reducing packagingavoid congestion, we contracted alternative transportation routes, ports, carriers and increasing recycled content. We’re focussed on innovations that improve circularity and reduce waste – for our business and the planet.
Givenmodes. For example, we purchase muchtransferred a significant portion of our packaging materials, effective partnerships will be criticalmovements in Scotland from ships to achieving our ambitions. One way we’re doing this is through Diageo Sustainable Solutions, where we partner with innovators, customers, suppliers and researchers to identify and accelerate breakthrough technological solutions that address our biggest sustainability challenges, such as how to make packaging sustainable by design. We’re also improving internal awareness of the impact of different material choices through our newly defined Sustainable Packaging Strategy and internal guidance documents, which will build knowledge and capacity across the business.rail.

Reducing our footprint3 Multi-dimensional partnerships with suppliers, customers and industry
We continue to innovate to meetbuilt stronger partnerships with our commitments: thinking differently about waste,customers, our suppliers and using the right amount of the right material to protect our product, with end-of-life considerations in mind.industry, working closer and more collaboratively. For example, in April 2022 we announced the phased removal of cardboard gift boxes fromevolved our premium scotch portfolio.partnership with ocean freight carrier CMA, becoming their largest transatlantic customer to better support both parties.

Collaborating with suppliers4 Supply network design and farmersinvestment
With aWe studied our logistics process end-to-end, from the plant to the customer, which helped us anticipate and manage disruptions, allowing us to deliver to markets more quickly and efficiently. Additionally, by using regional hubs, we also brought products closer to our end customers and consumers.

5 Digitisation
All of this has been underpinned by strategic interventions on digitisation. We have real-time insights to anticipate supply chain that connectsblockages, enabling us to communities aroundtake timely action. We have been spearheading the world, we can haveuse of automation such as bots and intelligent automation as a positive social and environmental impact by creating economic opportunity, promoting human rights and improving agricultural and environmental practices.
Our Partnering with Suppliers standard sets minimum social, ethical and environmental expectations for our suppliers. We also work through AIM-PROGRESS, a forum of leading consumer goods companies, andway to make the not-for-profit organisation SEDEX. Our approach is described in more detail on our website. This year we have started to develop carbon reduction toolkits for our smallholder farmers.
Our Sustainable Agriculture Guidelines (SAG) set out principles we expect suppliers of agricultural raw materials to adopt to improve on-farm sustainability. We work with our suppliers and farmers across our supply chains to implement sustainable and regenerative practices, and to increase our procured volumes of third-party verified and sustainably sourced raw materials. Raw materials are considered sustainably sourced if they are covered by sustainability standards and certifications equivalent to SAI Platform’s Farm Sustainability Assessment (FSA). Or our suppliers can demonstrate continuous improvement on the most relevant risks to their crops, and investment in farm-level programmes such as: emissions and post-harvest loss reduction, soil health improvements and adoption of regenerative agriculture practices.best decision at any point. We are also workingimplementing artificial intelligence in our order cycle to optimise product availability, container fill rate and pricing.

In the face of heightened inflation, more than ever, we have focused on agility and speed to enable efficiencies across everything we do. These savings have been realised and have enabled us to continue to meet the needs of our customers and consumers, whilst still generating sufficient amounts to reinvest smartly.

Examples of progress in fiscal 23:
• Delivered £450 million annualised savings across the end-to-end value chain
• Began the first year of the five-year supply chain agility programme which will strengthen and make fit for the future our supply chain
• Made an £82 million saving from procurement efficiency, which was impactful across all regions
• Drove greater efficiency in our advertising and promotional (A&P) investment, with our suppliers to improve the traceability of raw materials.savings made through marketing effectiveness

Guinness
29


S T R A T E G I C P R I O R I T I E S continued

Invest smartly
We continually invest in the future success of our businessin partnership with naturebut that investment needs to be smart to support the delivery of consistent performance and enable sustainable, quality growth.

This year, we launched one of the most ambitious regenerative agriculture pilotshave balanced quality growth and volume by driving pricing and mix to take place in Ireland; a three-year, farm-based programme that aimsincrease premiumisation. We have also optimised commercial decisions to highlight opportunities for reducing the carbon emissions of barley production for Guinness. We’re taking an integrated landscape approach, working with farmers and land managers to identify and implement regenerative practices that optimise carbon, water and biodiversity-based outcomes, while increasing farm resilience.best sustain long-term growth.



46

Business description (continued)
Case study:
Monitoring performance and progressTequila

With the popularity of tequila on the rise(1), we saw an opportunity to be a driver of growth in the category.

We did this by investing in strategic key areas.

Investing in new distilleries
In September 2021, we announced plans to expand our tequila manufacturing footprint in Mexico through an investment of more than £400 million.
In fiscal 23, £160 million of this investment was spent on the construction of two new distilleries in the state of Jalisco, building further resiliency into our tequila supply chain and supporting growth in the category by increasing production capacity. Because of this, we can now operate 24 hours a day.
The first of the two distilleries is expected to be operational by fiscal 24 Q1, and the second expected in fiscal 25 Q1.

Using new technologies to drive efficiency
As part of our ‘Society 2030: Spirit of Progress‘ ESG action plan, we have been investing in innovative environmentally friendly technologies. This includes drones which can count the number of agave plants in a field with greater accuracy and efficiency than manual processes.
Traditionally, spraying agave fields was done manually and had to take place in the night or very early in the morning. Operating in darkness created high complexity, including the risk of injury, wildlife attacks and exposure to harmful agricultural supplies.
Using drones has not only ensured the safety of our workers, but has also meant we can spray between 20-30 hectares of agave a day, the equivalent of the work of 30 people.

Saving water
The drone is also more efficient from a water saving perspective, using 70% less water than manual applications, as well as decreasing costs and having a positive impact on our carbon footprint through reducing the requirement for vehicles.
Because of this, water savings in fiscal 23 are expected to be 5.5 million litres, aiding us further in our water stewardship ambitions.

Digitising our supply chain
As we seek to further digitise our supply chain processes, we have designed and implemented the first ever digital planning tool on aged liquid, including the rotation of barrels between different age groups.
In addition, we have introduced an advanced supply planning tool which should enable us to drive end-to-end scenario planning and inventory optimisation.
The investment actions that we are taking now, and those we have planned for the future, will support our plans to take tequila global.

(1) IWSR, 2022

30



We are constantly making investments across our business in different areas to ensure we are delivering consistent growth.
This includes investing in our supply chain, including transforming the end-to-end supply network across our physical assets, as well as in our technical and digital capabilities.

Examples of progress in fiscal 23:
• Maintained our 18% investment in A&P, enabling us to continue to invest behind and grow our brands
• Invested in premium, high-growth categories, such as tequila, as well as brands like Don Papa Rum
• We significantly stepped up investments in key digital and experiential areas, including our Direct to Consumer (D2C) platform
• In sustainability, we invested capex in data foundations and decarbonising our supply chain
• Committed more than £60 million in capex funding for water efficiency projects over the next three years
• We have hired colleagues with the aim of building the internal capabilities necessary to deliver on our 2030 target
31


B U S I N E S S M O D E L

Creating a sustainable business

What we do

1. We source
From smallholder farmers in Africa and Mexico to multinational companies, we work with our suppliers to procure high-quality raw materials and services, with environmental sustainability in mind. Where it is practicable, we source locally

2. We innovate
Using our deep understanding of trends and consumer socialising occasions, we focus on driving sustainable innovation that provides new products and experiences for consumers, whether they choose to drink alcohol or not

3. We make
We distil, brew and bottle our spirits and beer brands through a globally coordinated supply operation, working to the highest quality and manufacturing standards. Where it makes sense, we produce locally

Our core competencies
The ability to work our business model hard to deliver success comes from our strength across several key areas. These core competencies set us apart from our competition.

World-class brand building
Our track record shows us to be experts in innovation and brand building. This is vital in order to first make the right products, and then be able to take those products to consumers and help them celebrate.
Read more on pages 34

Supply chain efficiency
We are constantly striving for excellence across our supply chain, finding ways to improve across all components and sites, whether that’s research and development, brewing or packaging.
Read more on pages 35

Entrepreneurial spirit
Our inclusive, collaborative culture enables us to work together in a dynamic and agile manner, creating a vibrant workplace as well as delivering our Performance Ambition.
Read more on pages 36

Creating value
Our business model allows us to create value across four main areas:

Financial – for our investors

Human – for our people, suppliers, customers and consumers

Social – for our communities

Natural – for our environment


We deliver our strategic priorities through a business model that leverages global and local expertise, has the consumer at its heart and puts our responsibilities to our stakeholders front and centre. Since launching our ‘Society 2030: Spirit of Progress’ ESG action plan, we have set out to help create a more inclusive and sustainable world, creating a positive impact in our company, and for our society.

4. We transport
We move our products to where they need to be in the world, whether that’s from a local distillery in market or shipping scotch around the world
32


5. We sell to customers
We grow by working closely with our customers. Our global and local sales teams use our data, digital tools and insights to extend our sales reach, improve our execution and help generate value for us and for our customers. When our customers grow, we grow too

6. We market to consumers
We invest in world-class marketing to responsibly build vibrant brands that resonate with our consumers. We have a rigorous global Marketing Code and belong to the Global Alliance for Responsible Media, working with peers to push for further consumer and brand safeguards

7. We help consumers celebrate
We continually evolve our data tools to understand consumers’ attitudes and motivations. We convert this information into insights which enable us to respond with agility to our consumers’ interests and preferences
33


W O R L D -C L A S S B R AND B U I L D I N G

The year Guinness became Great Britain's favourite pint

Great Britain loves Guinness.

So much so, for the first time ever, in December 2022, Guinness became Britain’s number one beer in the on-trade.(1)

Secrets to success
Guinness, which has been around for over two centuries, still manages to firmly embed itself in culture with its visual distinctiveness. In Great Britain, ‘the black stuff’ is heavily associated with events like St Patrick’s Day and the Six Nations rugby – because of this, Guinness saw a record on-trade share of 12.1% in March 2023.(2)
But the brand is not only focussed on select moments or seasons. Guinness has been making its biggest marketing investment to date in celebrations around the calendar such as Christmas and summer – including launching the ‘Lovely Day For A Guinness’ campaign which truly captures the summer feeling.

Guinness also has an ability to spot trends and jump on new opportunities. This year, the brand partnered with the Women’s Six Nations and viral DJ, Fred Again.
Choosing authentic partners in Great Britain, who are both established and emerging in terms of recognition, has enabled the brand to increase +60bps to 3.6% among women and +80bps to 7.7% amongst 18-34 year olds.(3)

While the recipe remains relatively unchanged, the Guinness brand is continually evolving and we actively pursue innovation. In fact, we are currently sustaining our biggest innovation pipeline in the last 30 years.
This includes scaling up our alcohol-free option, Guinness 0.0, growing our distribution and introducing new packs in the off-trade and launching in the on-trade. In the off-trade, the Guinness 0.0 four-pack was recently the number one non-alcoholic item by value and volume in Great Britain.(4)

And, in support of our ‘Society 2030: Spirit of Progress’ ESG action plan to promote positive drinking, we put Guinness 0.0 at the heart of the Six Nations Championship.

New products have also been key. ‘Guinness Nitrosurge’, a first-of-its-kind device that allows Guinness fans to enjoy the two-part pour at home, was rolled out in Great Britain in fiscal 23, premiumising the Guinness experience in new spaces.
These unique abilities are underpinned by world-class brand building. We are consistently leveraging our distinctive assets and deep understanding of our consumers, all powered by precision marketing.
This is the reason why in fiscal 23, more new consumers drank Guinness than ever before.




(1) CGA, 4 weeks to 3 December 2022
(2) Neilsen, 2023
(3) Kantar, 2023
(4) IWSR, 2022


34


S U P P L Y C H A I N E F F I C I E N C Y

Unboxing premium scotch to reduce waste
A little over 150 years ago, Johnnie Walker had a packaging problem. Too many bottles were being broken in transit over choppy seas. The solution? The iconic ‘square’ bottle: packaging that could be stacked safely and efficiently.
Today, we continue that tradition of finding news ways to solve problems.

Bottles included in the trial
Diageo remains as proud of its whiskies as ever, and no less careful with its packaging. But in the modern world, the task is different. Our packaging is already robust: now it must become sustainable too.
Packaging is synonymous with waste, and too many industries have adopted a ‘take-make-dispose’ model. At Diageo, we want to change this. We believe convenience should not come at the cost of our natural resources.
At the beginning of fiscal 23, we began a thorough review of our whiskies and came to the conclusion that not only could we change our packaging, but in some places, we could get rid of it altogether.
This is why we started our work to phase out cardboard gift boxes across a selection of products in our premium scotch portfolio. After all, the luxury of our products is in the liquid, not the packaging.

Solving a problem at scale
The next step was to bring a team together. With the sheer scale of the project, and the range of packaging across different markets, we gathered a group with global and cross-functional expertise. The taskforce worked to scope out the project, agree timelines, communicate to customers and make sure every market was aligned. To minimise disruption to our supply chain, the project was initially rolled out across selected markets, testing the consumer response and assessing if waste could really be reduced.
After a successful test, we were able to expand the project internationally. The first phase was delivered over fiscal 23, and we plan to roll it out to new markets in fiscal 24. The work is a continuation of Diageo’s ‘Society 2030: Spirit of Progress’ ESG action plan to help create a more inclusive and sustainable world.

Promising results
In fiscal 23, this new work stream has resulted in:
141 million
cardboard boxes eliminated from our supply chain
c.5,520 tonnes reduction in carbon emissions


35


E N T R E P R E N E U R I A L S P I R I T

Challenging traditional marketing concepts in Brazil

In fiscal 23, organic net sales in Latin America and Caribbean increased by 9% and we plan to keep growing.

Part of our growth plan in the region is making critical investments in one of the most rapidly advancing parts of our business: digital marketing.

Growing our e-commerce offering
For more than a decade, our award-winning website, TheBar.com, has helped customers to make cocktails at home. It has also been a key driver of our digital performance, connecting people directly to Diageo’s brands through recipes, luxury gifts and personalised engraving. Brazil now hosts the site’s biggest operation worldwide, with an omnichannel approach that combines physical stores and online engagement in a powerful media engine.

Expertise across borders
This year, we also set up Diageo’s first digital hub in Latin America, allowing us to share analytics, media insights, online commerce and scalable content across countries.
The new hub has helped us engage more closely with the people buying our brands. It means we can create more relevant content, engage in live conversations, and be more responsive to what consumers are saying online.
The hub has also enabled Diageo to scale up its key capabilities from one market to another – getting data from Colombia to Mexico, fast. Artificial intelligence helps tailor our work to local social media algorithms, which has enabled us to optimise our media in more than 37% of the region.

Led by consumers
In Brazil, we have invested in a new content laboratory. This is an interactive, digital platform run by a team of creators who monitor everything consumers are talking about, searching for, listening to, or sharing online – in real time. It’s part of our evolution from precision marketing to predictive marketing, not only listening to what consumers want, but anticipating future trends too. The content lab is a complete shift in communication, putting our brands at the heart of communities.
Together, these innovations are challenging the notions of traditional marketing. Diageo’s digital tools mean communication is no longer one-way, with brands talking to consumers, but consumers talking to each other: a more collective way of engaging with online culture. And it’s working. Since our content lab was launched, Diageo’s whisky brands in the region have expanded their leading share of consumer engagement, growing ‘talkability’ share by +7ppt.(1)

(1) Sprinklr, 2022





























36


Reported measures

Net sales growth (%) [REP]
deo-20220630_g7.jpg7
Definition
Sales growth after deducting excise duties.

Non-GAAP measures
Organic net sales growth (%)1 [EG] [CVC] [R] [K]
21.4%6.5%
deo-20220630_g8.jpg25
Definition
Sales growth after deducting excise duties, excluding the impact of exchange rate movements, hyperinflation adjustment and acquisitions and disposals.
Why we measure
This measure reflects our performance asdelivery of efficient growth and consistent value creation. Organic net sales growth is the result of the choices made in terms of categorywe make between categories and market participation, and Diageo’sreflects Diageo's ability to build brand equity, increase prices and grow market share.
Performance
Reported net sales grew 21.4%10.7%, driven by strong organic growth. An unfavourablegrowth and favourable foreign exchange impact was partially offset by a hyperinflation adjustment in respect of Turkey.impacts. Organic net sales growth of 21.4%6.5% reflects organic volume growth of 10.3% and 11.17.3 percentage points of positive price/mix.mix and a decline in organic volume of 0.8%. Four out of five regions delivered growth, despite lapping strong double-digit growth at the group level in fiscal 22. Price/mix was driven by price increases and premiumisation.
More detail on page 9537 46

1.Organic net sales growth, organic operating profit growth, earnings per share before exceptional items, free cash flow and return on average invested capital are non-GAAP measures. See definitions and reconciliation of non-GAAP measures to GAAP measures on pages 133-144[280-291]
2.For reward purposes this measure is further adjusted for the impact of exchange rates, hyperinflation adjustment and other factors not controlled by management, to ensure focus on our underlying performance drivers.


Operating profit growth (%) [REP]
deo-20220630_g9.jpg76965813961888
Definition
Operating profit growth, including exceptional operating items.

Organic operating profit growth (%)1 [EG] [CVC] [R] [K]
26.3%7.0%
deo-20220630_g10.jpg87

Definition
Organic operating profit growth is calculated on a constant currency basis, excluding the impact of exceptional items, certain fair value remeasurement, hyperinflation adjustment and acquisitions and disposals.
Why we measure
The movement in operating profit measures the efficiencyour delivery of efficient growth and effectiveness of the business.consistent value creation. Consistent operating profit growth is a business imperative, driven by investment choices, our focus on driving out costs across the business and improving mix.
Performance
Reported operating profit increased 18.2%grew 5.1%, primarilymainly driven by growth in organic operating profit. This was partiallyprofit and positive impacts from exchange rate movements. These favourable items were largely offset by the negative impact of exceptional operating items, which were mainly due toprimarily non-cash impairments related to India and Russia.the supply chain agility programme. Organic operating profit grew 7.0%, ahead of organic net sales growth, driven by growth across all regions except North America.
More detail on page 96










46


Basic earnings per share (pence)
deo-20220630_g11.jpg128
Definition
Profit attributable to equity shareholders of the parent company, divided by the weighted average number of shares in issue.

Earnings per share before exceptional items (pence)1 [EG] [CVC] [R] [K]
151.9p163.5p
deo-20220630_g12.jpg143

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 forEps measures our shareholders.delivery of efficient growth in the year and consistent value creation over time.
Performance
Basic eps increased 26.424.7 pence, primarilymainly driven by organic operating profit growth and exceptional items, partially offset by increased finance charges and higher tax and exceptional items, primarily due to non-cash impairment charges related to India and Russia. tax.
Basic eps before exceptional items increased 34.411.6 pence.
More detail on page 97
47

Business description (continued)
Net cash from operating activities(£ million)deo-20220630_g13.jpg
Definition
Net cash from operating activities comprises the net cash flow from operating activities as disclosed on the face of the consolidated statement of cash flows.

Free cash flow (£ million)More detail on 1,2 [EG] [CVC] [R] [K]page 48
2,783m
deo-20220630_g14.jpg
37

Definition
Free cash flow comprises the net cash flow from operating activities aggregated with the net cash received/paid for working capital loans receivable and other investments, and the net cash expenditure 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
Net cash from operating activities increased by £281 million to £3,935 million. Free cash flow decrease of £254 million was driven by the impact of lapping a strong working capital benefit in fiscal 21 and increased capex, partially offset by a strong growth in operating profit.
MORE DETAIL ON PAGE 98kpi2.jpg
Return on closing invested capital (%)
deo-20220630_g15.jpg
Definition
Profit for the year divided by net assets at the end of the financial year.

Return on average invested capital (ROIC) (%)1 [CVC] [K]
16.8%
deo-20220630_g16.jpg
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 net post employment benefit assets/liabilities, net borrowings and non-controlling interests.

Why we measure
ROIC is used by management to assess the return obtained from the     group’s asset base. Improving ROIC builds financial strength to enable Diageo to attain its financial objectives.

Performance
ROIC increased 331bps, driven mainly by organic operating profit growth, partially offset by increased tax.

MORE DETAIL ON PAGE 99

Our strategic outcomes:
[EG] Efficient growth [CVC] Consistent value creation [CT] Credibility and trust [EP] Engaged people [R] Remuneration: Some KPIs are used as a measure in the incentives plans for the remuneration of executives. See our Directors’ remuneration report from page 176 for more detail. [K] KPI: Key Performance Indicator [REP] Reported

Total shareholder return (TSR) (%) [CVC] [R] [K]
4%


deo-20220630_g17.jpg
Definition
Percentage growth in the value of a Diageo share (assuming all dividends and capital distributions are re-invested).

Why we measure
Diageo’s Directors have a fiduciary responsibility to maximise long-term value for shareholders. We also monitor our relative TSR performance against our peers.

Performance
TSR was up 4% over the past 12 months driven by the higher year-on year-share price.





4838

Business description (continued)
Positive drinking [CT] [EP] [R] [K]
Number of people educated on the dangers of underage drinking through a Diageo supported education programme 607,374 (2021: 210,443) Total to date 1.81ml
Definition
Number of people educated on the dangers of underage drinking through a Diageo supported education programme.
Why we measure
We want to change the way the world drinks for the better by promoting moderation and addressing the harmful use of alcohol.
Performance
This year we implemented SMASHED Live in 15 countries and SMASHED Online in 18 countries. We educated 607,374 young people about the dangers of underage drinking.
More detail on page 50

Water efficiency2 [CVC] [CT] [EP] [R] [K] 4.13

deo-20220630_g18.jpg
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. We aim to improve efficiency, and minimise our water use, particularly in water-stressed areas.
Performance
Water efficiency improved by 3.7% compared to 2021. This resulted from fully commissioned water recovery and reuse plants in Kenya and Uganda, and overall improved water use rates at a number of other locations.
More detail on page 51
Inclusion and diversity [CVC] [CT] [EP] [R] [K]
Percentage of female leaders globally 44% (2021: 42%)
Percentage of ethnically diverse leaders globally 41% (2021: 37%)
The percentage of women and the percentage of ethnically diverse individuals who are in Diageo leadership roles.
Nurturing an inclusive and diverse culture is the right thing to do, and having the most diverse talent drives commercial performance.
This year 44% of our leadership roles were held by women, compared with 42% last year and 41% of our leaders were ethnically diverse, compared with 37% last year.
More detail on page 50

Employee engagement4 (%) [CT] [EP] [K]
82%
deo-20220630_g19.jpg
Measured through our Your Voice survey; includes metrics for employee satisfaction, advocacy and pride.3

Employee engagement is a key enabler of our performance. The survey allows us to measure how far employees believe we are living our values.

This year 88% of our people completed our Your Voice survey. 82% were identified as engaged. 90% declared themselves proud to work for Diageo, 82% would recommend Diageo as a great place to work and 76% were extremely satisfied with Diageo as a place to work.
More detail on page 30
Carbon emissions2 447 [CVC] [CT] [EP] [R] [K]
deo-20220630_g20.jpg
Absolute volume of Scope 1 and 2 carbon emissions, in 1,000 tonnes.
Reducing our carbon emissions is a significant part of our efforts to mitigate climate change.
Carbon emissions reduced by 5.3% in 2022. The principal drivers of this were energy efficiency gains and the ongoing displacement of fossil fuels, including the use of renewable energy certificates.
More detail on page 52

Health and safety (LTA) [CT] [EP] [K] 0.92

deo-20220630_g21.jpg
Number of accidents per 1,000 full-time employees and directly supervised contractors resulting in time lost from work of one calendar day or more.

Health and safety is a basic human right; our Zero Harm philosophy is that everyone should go home safe and healthy, every day, everywhere.

This year’s rate of 0.92 is an improvement on fiscal 21 performance. The severity rate of these lost-time accidents (LTAs), which measures the seriousness of the incident and consequent absence from work, reduced by 13.9% globally.
More detail on page 54-56

1. The baseline year for our ‘Society 2030: Spirit of Progress’ goals is 2020 unless otherwise stated. For our target to educate 10 million young people, parents and teachers on the dangers of
underage drinking the baseline year is 2018.
2. In accordance with Diageo’s environmental reporting methodologies and, where relevant, WRI/WBCSD GHG Protocol, data for the baseline year 2020 and for the two years in the period
ended 30 June 2019 has been restated where relevant
3. Last year we updated the way we measure employee engagement in our Your Voice survey to bring it in line with standard practice. When the 2019 employee engagement index score
from the Your Voice survey is recalculated based on the three questions we used in 2021 (satisfaction, advocacy and pride), as opposed to the four we used in 2019 (satisfaction,
advocacy, pride and loyalty), the difference is a one percentage point increase.
4. Because of the Covid-19 pandemic, in 2020 we did not run a full Your Voice survey. Instead we used a pulse survey tool to listen to employees’ feedback and learn from their experiences
of working during the pandemic. We therefore do not have a comparable employee engagement metric for 2020.kpi3.jpg






4939

Business description (continued)
kpi4.jpg
40

Business review
Operating results 2023 compared with 2022
Performing
Chief Financial Officer’s againstintroduction
"I am encouraged by our 2030 targetsfiscal 23 results which were in line with our medium-term guidance despite ongoing economic volatility and continued inflationary pressure. Our diversified portfolio and profitable growth algorithm continue to deliver sustainable growth, and our consistent productivity savings enables us to smartly reinvest in our brands.

I am pleased with our performance in fiscal 23. We delivered a strong
set of results, despite ongoing global economic volatility and continued inflationary pressure. Both organic net sales and organic operating profit growth were within our medium-term guidance. Our advantaged portfolio of brands and diversified global footprint continue to fuel sustainable growth on top of two consecutive years of double-digit growth.
Our profitable growth algorithm underpins this strong top line performance. Our focus on quality sustainable growth is backed by investing smartly in marketing and data analytics tools to support our outstanding brand-building capabilities, active portfolio management and consumer-led innovation. Combined with our agile and dynamic supply chain and operational capabilities, they enable us to deliver sustainable, long-term growth. Alongside premiumising our portfolio, we are strategically increasing price and driving productivity, all of which enables us to invest smartly in the long-term.
We drove £450 million in productivity savings in fiscal 23 and delivered our highest-ever contribution from supply initiatives. These productivity savings fuelled a 6% increase in marketing spend and delivered organic operating margin expansion of 15bps.
We continued our disciplined conversion of profit into cash and delivered free cash flow of £1.8 billion. Strong operating discipline led to a reduction in debtors. However, creditors declined due to the moderation of sales growth in the year. We remain a progressive dividend payer and in addition to completing our £4.5 billion multi-year return of capital programme, we also returned an additional half a billion pounds of capital to shareholders. In total, we returned £3.1 billion to shareholders through dividends and share buybacks in fiscal 23.
Our core capabilities, strategic priorities and highly-engaged people give me confidence in our ability to navigate short-term volatility and uncertainty while continuing to drive sustainable long-term growth and deliver shareholder value.
Finally, starting in fiscal 24, in line with reporting requirements the functional currency of Diageo plc changed from sterling to US dollar. Diageo has also changed its presentation currency to US dollar."

Lavanya Chandrashekar1
(Chief Financial Officer)

Target by 2030Fiscal 22 progressProgress to dateCommentary
Promote positive drinking
Champion health literacy and tackle harm through DRINKiQ in every market where we live, work, source and sell (where it is legally permissible)
SDG alignment: 3.4; 3.5; 17.16
Number of markets that have launched DRINKiQ
Reported net sales growth
10.7%
deo-20220630_g22.jpgNet cash from operating activities
£3,024m
Organic net sales growth(1)
6.5%
Free cash flow(1)
£1,800m
Reported operating profit growth
5.1%
Return on closing invested capital
40.5%
Organic operating profit growth(1)
7.0%
Return on average invested capital(1)
16.3%
Basic earnings per share
164.9 pence
Our enhanced DRINKiQ.com platform provides facts about alcohol, the effects of drinking on the mind and the body, and the impact of harmful drinking on individuals and society. This year we reached our 2030 target of launching DRINKiQ in every market where we live, work, source and sell, covering a total of 21 markets, 73 countries and 23 languages. Going forward we aim to drive traffic to and engagement with this resource among adults above the legal purchase age.Total shareholder return
(2)%
6Earnings per share before exceptional items
Scale up our SMASHED partnership, and educate 10 million young people, parents, and teachers on the dangers of underage drinking
SDG alignment: 3.5; 17.16
(1)
Number of people educated on the dangers of underage drinking through a Diageo supported education programme
deo-20220630_g23.jpg163.5 pence
SMASHED is our flagship underage drinking programme, developed in partnership with Collingwood Learning. It started as a live theatre-based education programme in 2005, and we developed a digital version, SMASHED Online, in 2021, which is now live in 23 countries. This year we further extended the global scale of the programme, implementing SMASHED Live in 15 countries and launching SMASHED Online in 18 countries. In total, SMASHED educated 607,374 young people about the dangers of underage drinking, with survey data showing that 491,128 confirmed changed attitudes on the dangers of underage drinking following participation in the programme. We’ve educated 1.81 million people since our baseline year of 2018.
607,374
Extend our UNITAR partnership and promote changes in attitudes to drink driving reaching five million people
SDG alignment: 3.5; 3.6; 17.16
Number of people educated about the dangers of drink driving
deo-20220630_g24.jpg
‘Wrong Side of the Road’ is our innovative anti-drink-drive experience, designed to change the attitudes of people to drink driving. Launched in 2021, the experience is live in 24 countries, reaching 500,415 people this year. ‘Wrong Side of the Road’ allows users to learn from former impaired drivers through pre-recorded videos to understand the effects of alcohol and driving, as well as the consequences of making the decision to drive while impaired. We have reached a total of 510,274 people with our programmes since 2020.
500,415
Leverage Diageo marketing and innovation to make moderation the norm – reaching one billion people with dedicated responsible drinking messaging
SDG alignment: 3.5; 17.16
Number of people reached with responsible drinking messages from our brands
deo-20220630_g25.jpg
We reached 456 million people this year, reflecting significant progress towards our 2030 goal. Notable campaigns include the Captain Morgan anti-drink-drive campaign ‘A mate doesn’t let a mate drink drive’ in Great Britain, developed in collaboration with Think!. In the United States, Crown Royal, Captain Morgan and Smirnoff had responsible drinking messaging and game activations throughout the National Football League (NFL) season. During the festive period we accelerated brand-led responsible drinking campaigns to reach more people. This year we also began to explore the role non-alcoholic products play in offering consumers more choice, thus helping them moderate their alcohol intake. We
promoted our 0.0 non-alcoholic spirits to travellers across our Global Travel Channel with activations of our 0.0 non-alcoholic spirits. We’ll use insights from our research into perceptions of non-alcoholic products to inform how we reach our 2030 goals to promote moderation.
456 million
Champion inclusion and diversity
Champion gender diversity with an ambition to achieve 50% representation of women in leadership roles by 20302
SDG alignment: 5.5; 10.2; 10.4
Percentage of female leaders globally
deo-20220630_g26.jpg
We want to continue to build our reputation as an inclusive employer committed to advancing efforts to achieve gender equality. Each of our markets has stretching multi-year inclusion and diversity plans, which include a focus on empowering women to flourish in all roles. This year 44% of our leadership roles were held by women, up from 42% in 2021. Once again we’ve received external recognition – notably our fifth consecutive year in the Bloomberg Equality Index, where we see year-on-year positive shifts, and a number 14 ranking in the FTSE Women Leaders Review, recognising our commitment to improve the representation of females in Board and leadership roles.
+2ppt
Champion ethnic diversity with an ambition to increase representation of leaders from ethnically diverse backgrounds to 45% by 20302
SDG alignment: 10.2; 10.4
Percentage of ethnically diverse leaders globally
deo-20220630_g27.jpg
Ethnicity is a global inclusion and diversity priority. We’re deepening ethnic representation and diversity at every level of our business, with 41% of our leadership population, including our Executive Committee, identifying as being ethnically diverse, up from 37% in 2021. We collect voluntary ethnicity data in 64 countries where local legislation allows. Across these countries, 82% of employees at all levels have disclosed their ethnicity information confidentially and within our leadership population, 96% have disclosed their ethnicity.
+4ppt
We will use our creative and media spend to support progressive voices, measuring and increasing the percentage spend year on year
SDG alignment: 5.5; 5B; 10.2; 10.4
Measurement and evaluation framework under developmentWe partner with our advertising agencies to ensure our creative teams are as diverse as our consumers. We’re in the fourth year of collecting insight about the make-up of our agency workforce. We commit media investment to platforms and with publishers that are working to make mainstream media both more diverse and more inclusive. For example, we have established a Progressive Programming strategy with Channel 4 in the United Kingdom, where we contextually support progressive content by picking our programming investment across linear TV and its on demand platform. We continue to make sure our advertising reaches a broad consumer base, including those living with disabilities. For example, Tusker Lager – a local jewel in East Africa – partnered with a media house that broadcasts exclusively in sign language to ensure the Tusker Milele campaign was translated to audiences during the Olympic Games.
1.     All baselines for our ‘Society 2030: Spirit(1) Organic net sales growth, organic operating profit growth, earnings per share before exceptional items, free cash flow and return on average invested capital are non-GAAP measures. See definitions and reconciliation of Progress’ 2030 targets and ambitions are 2020, unless otherwise stated
2.     Statementsnon-GAAP measures to GAAP measures on representation should be considered an ambition for Diageo, not a targetpages 280-291.

5041

Business descriptionreview (continued)
Target by 2030Our
global reachFiscal 22 progressProgress to dateCommentary
Champion inclusion and diversity continued
Accelerate inclusion and diversityOur regional profile maximises the opportunity for growth in our value chain, measuringsector. Where our products are sold each market is accountable for its own performance and increasing the percentage of spend with Diageo suppliers from diverse-owned and disadvantaged businesses
SDG alignment:5.5; 5B;10.2;10.4
driving growth.
Percentage of spend with diverse-owned and disadvantaged businesses
deo-20220630_g28.jpg
This year we launched our Supplier Diversity programme globally and announced an ambitious goal to increase the share of our global spend with diverse-owned and disadvantaged businesses to 15% by 2030.We have partnered with peer companies and advocacy organisations, as well as engaging our markets, to identify underrepresented groups at a regional level. We are confident that this will drive inclusion and diversity throughout our value chain – creating employment opportunities, economic advancement and greater representation in the marginalised communities of regions where we source.At the end of fiscal 21, we surveyed 1,500 suppliers, representing around 80% of our global spend, to establish a baseline of our diverse suppliers. We’re using this baseline to track the progress of diverse spend across our business.We’re proud that, in the first year of the programme, we have increased our spend with diverse businesses by more than 65% – and have been awarded gold by a panel of leading advocacy organisations in the Top Global Champion Awards for Supplier Diversity and Inclusion.
4.8%
Provide business and hospitality skills to 200,000 people, increasing employability and improving livelihoods through Learning for Life (L4L) and our other skills programmes SDG alignment: 4.4; 8.1; 8.6;10.2; 17.16Number of people reached through L4L and other skills programmes
deo-20220630_g29.jpg
This year we reached 22,230 people through our business and hospitality skills programmes. We continued to deliver L4L in person and online, working in partnership with our network of charities and training providers. We’ve engaged a specialist learning partner for social impact programmes to enhance our training materials, platforms, and measurement and evaluation of our skills programmes.
22,230
Through the Diageo Bar Academy we will deliver 1.5 million training sessions, providing skills and resources to help build a thriving hospitality sector that works for all
SDG alignment: 4.4; 8.1; 8.6;
10.2; 17.16
Number of training sessions delivered through Diageo Bar Academy
deo-20220630_g30.jpg
We delivered over 190,000 skills training sessions to hospitality industry workers – owners, managers, bartenders and waiting staff – through Diageo Bar Academy (DBA) this year. DBA delivers a variety of courses, both online and in-person. This year, as pandemic restrictions eased, we returned to face-to-face training in addition to virtual training, allowing us to reach people at scale and with more intensive, hands-on learning experiences. We modified many of our courses to help address the unique challenges of the industry re-opening. DBA also supports the development of a more diverse and inclusive hospitality sector; we continue to increase the participation of women, and run women-only sessions in Africa and India. Our research this year showed that 84% of people surveyed said DBA presents a modern and progressive view of the bar community. In addition, 68% of women surveyed agreed that DBA actively supports the advancement of women in the industry.
190,383
Ensure 50% of beneficiaries from our community programmes are women, and that our community programmes are designed to enhance diversity and inclusion of underrepresented groups
SDG alignment: 5.5; 5A
Percentage of beneficiaries of our community programmes who are women
deo-20220630_g31.jpg
This year 64% of beneficiaries of our L4L programme were women, up from 51% last year. We have now defined our approach to ensuring women are proportionately represented in our community water and smallholder farmer programmes, which we’ll start implementing next year with the support of our global NGO partners WaterAid and CARE International UK.
L4L is gender inclusive by design, which means we put in place measures that reduce barriers to women accessing the skills, resources and opportunities we provide. For example, we offer training at times of the day that don’t clash with childcare responsibilities, and also make it available online and on-demand.
This year we conducted research to understand the barriers to ethnic minorities in hospitality, which led us to update L4L. The programme is also partnering with the Diageo Bar Academy to tackle barriers through training, communications and customer partnerships – helping to create an inclusive and thriving hospitality industry that works for all.
64%
Pioneer grain-to-glass sustainability: Preserve water for life
Reduce water use in our operations with a 40% improvement in water use efficiency in water-stressed areas and 30% improvement across the company
SDG alignment: 6.4; 17.16
Percentage improvement in litres of water used per litre of packaged product 7.8% in water
stressed
areas
deo-20220630_g32.jpg
Across the company, we delivered a 3.7% improvement in water efficiency this year
and, cumulatively, water-use rates have improved by 10.8% versus our 2020 baseline.In water-stressed areas, water efficiency improved by 7.8% and 14.9% versus our 2020 baseline. In addition, the volume of water we recycled or reused in our own production
ancillary processes was 1,132,367m3, representing 6.5% of total water withdrawals.
Our Africa region’s water stewardship work has been particularly impressive.
Alongside three existing facilities in Kenya and Uganda, we began delivering water
efficiency improvements at our site in Lagos, Nigeria through a water recovery and
recycling facility. This year we used 21,896m3 of water for agricultural purposes on land under our operational control. We report this separately from water used in our direct operations and do not include it in our water efficiency calculations.
3.7% across the
company
deo-20220630_g33.jpg
Replenish more water than we use for our operations for all of our sites in water-stressed areas by 2026
SDG alignment: 6.1; 6.2; 6.6;6B; 15.1
Percentage of water replenished in water-stressed areas
deo-20220630_g34.jpg
Our water replenishment programme had a strong year in India, where we completed 10 projects across 12 villages. This helped us to exceed our target for the year, completing, in total, 34 projects in 10 countries – and generating the annual capacity to replenish 1,058,822m3 of water. This represents 15.3% of our target for 2026 and, cumulatively (fiscal 16 to fiscal 22), represents replenishing 43.2% of our estimated fiscal 26 volume. This year, replenishment projects in water-stressed catchments where we operate or where we source raw materials included tree planting in Kenya; access to clean water and sanitation in Ghana, Uganda and Nigeria; aquifer recharge in India; and drip irrigation in Turkey and Seychelles.
15.3%
1.     Statements
businessreviewmap.jpg

(1) The above map is intended to illustrate general geographic regions where Diageo has a presence and/or in which its products are sold. It is not intended to imply that Diageo has a presence in and/or that its products are sold in every country or territory within a geographic region.
(2) Based on representation should be considered an ambitionreported net sales for Diageo,the year ended 30 June 2023. Does not a targetinclude corporate net sales of £88 million (2022 – £54 million).

Fiscal 23North AmericaEuropeAsia PacificLatin America
and Caribbean
Africa
Volume (EUm)52.4 51.3 80.8 26.2 32.7 
Reported net sales(1) (£ million)
6,758 3,569 3,200 1,799 1,699 
Reported operating profit(2) (£ million)
2,592 1,097 432 661 176 
Operating profit before exceptional items(3) (£ million)
2,689 1,105 905 661 220 
Water efficiency (litres per litre of product packaged)5.11 4.98 2.91 4.15 3.19 
Total direct and indirect carbon emissions by weight (market/net based) (1,000 tonnes CO2e)
8319492689
Average number of employees(4)
3,115 10,062 9,000 4,325 3,735 

(1) Excluding corporate net sales of £88 million (2022 – £54 million).
(2) Excluding net corporate operating costs of £326 million (2022 – £238 million).
(3) Excluding exceptional operating charges of £622 million (2022 – £388 million) and net corporate operating costs of £326 million (2022 – £238 million)
(4) Employees have been allocated to the region in which they reside.

51

Business description (continued)
Target by 2030Fiscal 22 progressProgress to dateCommentary
Pioneer grain-to-glass sustainability: Preserve water for life continued
Invest in improving access to clean water, sanitation, and hygiene (WASH) in communities near our sites and local sourcing areas in all of our water-stressed markets
SDG alignment: 6.1; 6.2; 6.6; 6A; 6B;
15.1; 17.16
Percentage of water-stressed markets with investment in WASH
deo-20220630_g35.jpg
The continuing pandemic makes it especially important for implementing WASH projects in vulnerable communities. As part of our replenishment programme we completed 22 WASH projects in eight countries: Brazil, India, Nigeria, Ghana, Uganda, Kenya, Tanzania and South Africa.
In total, 135,800 people benefitted from these WASH projects this year. We have now implemented WASH projects in eight of the nine water-stressed markets (countries) where access to clean drinking water and sanitation is a risk.
88.9%
Engage in collective action in all of our priority water basins to improve water accessibility, availability and quality and contribute to a net positive water impact
SDG alignment: 6.1; 6.2; 6.5; 6.6; 6A; 6B; 15.1; 17.16
Percentage of priority water basins with collective action participation
deo-20220630_g36.jpg
Our structured collective action programme is fundamental to improving water security in our priority water basins, and how we’re adapting to climate change. Last year we identified priority water basins in four regions where we operate, based on water risk and strategic importance to our business. This year we engaged in collective action initiatives in another two priority basins in India (in the Ganges basin) and Kenya (in the Upper Tana basin), which means in total we’re participating in four initiatives in four of our 121 priority water basins.
33.3%
Pioneer grain-to-glass sustainability: Accelerate to a low carbon world
Become net zero carbon in our direct operations (Scopes 1 and 2)2,3
SDG alignment: 7.2; 7.3; 12.6; 13.3
Percentage reduction in absolute GHG (ktCO2e)
deo-20220630_g37.jpg
This year we reduced GHG emissions by 5.3%, building on our 2021 achievement of a 4.0%4 reduction in absolute emissions. This emissions reduction was despite a year-on-year increase of 9.6% in packaged volume and 6.7% in distilled volume. GHG emission reductions were driven by continuous improvement projects and an increase in the use of certificate-backed renewable gas at production sites in the United Kingdom and Canada. Our facilities in Uganda and Kenya are in the final stage of commissioning new biomass facilities, which will be operational in early fiscal 23. The expected annual carbon saving is approximately 40,000–50,000 tonnes GHG.
We continue to identify the right technologies to support our decarbonisation
journey across our global portfolio of sites. Given the varying maturity of
renewable infrastructure across our markets, and the time it takes to build and
commission large decarbonisation assets, we acknowledge the acceleration
needed to deliver these projects in time for 2030.
Using a location-based calculation approach5, this year our total direct and
indirect carbon emissions were 712,260 tonnes (2021 – 675,243 tonnes),
comprising direct emissions (Scope 1) of 554,476 tonnes (2021 – 536,963 tonnes), and indirect (Scope 2) emissions of 157,784 tonnes (2021 – 138,280 tonnes). The intensity ratio for this year was 168 grams per litre packaged (2021– 175 grams per litre packaged).5
5.3%
Reduce our value chain (Scope 3)
carbon emissions by 50%2,3
SDG alignment: 7.2; 7.3; 7A; 12.6;
13.3; 17.16
Percentage reduction in absolute GHG (ktCO2e)
deo-20220630_g38.jpg
Our target of reducing Scope 3 emissions by 50% by 2030 and achieving a net
zero value chain by 2050 or sooner led to a comprehensive review of our total
value chain footprint and associated emissions last year. We reset our baseline,
incorporating additional categories of upstream and downstream Scope 3
emissions.6 This year, our Scope 3 emissions increased by 4.7%. This was mainly
due to increased production and the associated increased use of raw materials,
packaging, third-party operations and neutral-spirit sourcing. We recognise that
this target is challenging given the complexities of enabling impactful change up and down the value chain, and that we will not meet our target unless we work closely with suppliers, peers and others.
(4.7)%
Use 100% renewable energy across all our direct operations
SDG alignment: 7.2; 7A; 17.16
Percentage of renewable energy across our direct operations
deo-20220630_g39.jpg
Renewable energy represented 41.2% of our total energy use this year, up 4.6ppt on last year. This was driven by increases in our use of both renewable electricity and renewable fuel and heat. As a signatory to RE100, we aim to source 100% of our electricity from renewable sources by 2030. This year, 100% of our electricity came from renewable sources in the UK, Europe, Turkey and South Africa, and overall we achieved 83% (2021 – 66.4%), exceeding our interim 2025 target of 50% renewable electricity. This included sources such as solar, wind, hydro,geothermal and biomass, generated on site and off site. Our overall increase this year was due to the opening of a new distillery in Lebanon, North America, which is entirely powered by renewable electricity; moving to renewable-backed electricity supplies at our sites in Nigeria and Ghana; our operations in India and Indonesia now sourcing more than 95% of their total energy from renewable sources; and our new London head office being powered by 100% zero emission renewable energy. We are also continuing to invest in renewable electricity generation capacity, creating ‘additionality’, which means we can add renewable energy generation to the grid, and we have broken ground at our Leven packaging site in Scotland, where we’re in the process of installing 9,000 solar PV panels, approximately 4.1 MW of additional generation capacity.
+4.6ppt
1. Due to the sale of Ethiopia business in fiscal 22, we now have 12 rather than 13 priority water basins
2. In line with our environmental reporting methodologies and the WRI/WBCSD GHG Protocol, baseline data for fiscal 20 and performance data for fiscal 21 have been restated to account
for acquisitions and divestments. Our reporting methodologies in the ESG Reporting Index outline how data has been compiled, including standards and assumptions used
3. Our targets to achieve net zero by 2030 in Scope 1 and 2 emissions, and our near-term Scope 3 target of 50% emissions reduction by 2030, were independently validated and approved
by the Science Based Targets initiative in September 2021.
4. The sale of our Ethiopia business in fiscal 22 means that our emissions reductions for fiscal 21 have been restated, changing from a 5.1% decrease in GHG emissions to a 4.0% decrease
5. Please refer to our reporting methodologies in the ESG Reporting Index for more information on how we calculate location-based versus market-based emissions.
6. A comprehensive review of Scope 3 categories has decreased the fiscal 20 baseline to 4.6 MtCO2e
52

Business description (continued)
Target by 2030Fiscal 22 progressProgress to dateCommentary
Pioneer grain-to-glass sustainability: Become sustainable by design
Achieve zero waste in our direct operations and zero waste to landfill in our supply chain
SDG alignment: 12.5; 12.6
Percentage reduction in
total waste to landfill in
our direct operations
(tonnes)
deo-20220630_g40.jpg
The total volume of waste diverted to landfill this year increased by 265% – to 168
tonnes (fiscal 21: 46 tonnes) – equivalent to 0.02% of all waste, co-products and by-products generated in our operations. At one of our facilities in Australia, waste
material was incorrectly diverted to landfill by a third-party contractor. This issue was
the principal cause of the year-on-year increase, and we are now working to address it with the contractor. Despite the increase, our performance remains within the de minimis threshold for zero waste and represents a 90.6% reduction on waste diverted to landfill since our fiscal 20 baseline. We continue to focus on and work hard to maintain zero waste to landfill1 at all our supply and office sites through ongoing segregation of materials and close collaboration with our partners.
Turning to our supply chain, we also launched a global point-of-sale (POS) request for proposal this year, focused on delivering our 2030 objectives and making a shift in the industry. This should reduce the POS material we create and deliver a step
change in how we reduce the potential for landfill in our supply chain.
(265)%
Continue our work to reduce
total packaging and
increase recycled content in
our packaging (delivering a
10% reduction in packaging
weight and increasing the
percentage recycled content
of our packaging to 60%)
SDG alignment: 12.5; 12.6
Percentage reduction of total packaging (by weight)
deo-20220630_g41.jpg
In fiscal 22, packaging volume and weight increased because our global sales grew. Nonetheless we remain committed to our targets. As part of our Diageo Sustainable Solutions programme, we’re partnering with EXXERGY and Ardagh Group to pilot a glass coating that has the potential to ‘light-weight’ our bottles without compromising strength or shape – an industry first. We have also launched a programme to remove cardboard gift boxes from our premium scotch portfolio, on brands such as Johnnie Walker Black Label. In North America, we redesigned our corrugate cases, saving around 82 tonnes of corrugate a year – one example of the incremental improvements that we’re planning to roll out.
(16.2)%
Percentage of recycled content (by weight)
deo-20220630_g42.jpg
While we have made some positive changes in our portfolio, our percentage of
recycled content is down 2.6ppt to 40.2% because of a lack of available post-consumer materials. Global material recovery rates and recycling centres have not yet returned to their pre-Covid-19 operating levels, which has affected how much recycled content is available to our supply chain. We have a number of projects in the pipeline for fiscal 23 to help us address this issue.
(2.6)ppt
Ensure 100% of our packaging is widely recyclable (or reusable/compostable)
SDG alignment: 12.2; 12.6
Percentage of packaging recyclable (by weight)
deo-20220630_g43.jpg
This year 99.9% of our packaging was recyclable using the definition we’ve applied historically – that is, technically recyclable. The remaining non-recyclable components are currently not replaceable, although we continue to explore alternatives. We’re working to create a universal definition of recyclable across the many markets we operate in. We are following changing global legislation closely and, in fiscal 23, will define a new approach to measuring recyclability that takes into account local practices and recycling systems in some of our largest markets.
99.9% (Technically Recyclable)
Achieve 40% average recycled content in our plastic bottles by 2025 (and
100% by 2030)2
SDG alignment: 12.5; 12.6
Percentage of recycled content/percentage of plastics used
deo-20220630_g44.jpg
While our sales volumes have increased, our overall percentage of PET used – 1.3% of our total packaging materials mix – has remained broadly constant, and this year the percentage of recycled content in our PET bottles reduced to 3.2% (fiscal 21 - 5.4%). We are partnering with our suppliers to improve and are conducting sampling trials in Great Britain and North America with bottles that contain 30%, 50% and 100% recycled PET, across multiple brands and formats.
(2.2)ppt
Ensure 100% of our plastics
is designed to be widely
recyclable (or reusable/
compostable) by 20252
SDG alignment: 12.5; 12.6
Percentage of recyclable (or reusable/ compostable)/ percentage of plastic used
deo-20220630_g45.jpg
We’re encouraged by the improvement in recyclability of our plastics – now at 72% –
which is an increase of 5.2ppt on last year. This is primarily due to the discontinuation of single-use plastics in certain markets, and an increase in the use of widely recyclable plastics versus other plastic types. In Ghana, we partnered with local authorities, investing in plastic buyback centres. Five centres were established this year, helping to build a local circular economy for plastic recycling – and they have already helped to recover 46 tonnes of plastic.
+5.2ppt
Provide all of our local
sourcing communities with
agricultural skills and
resources, building economic
and environmental resilience
(supporting 150,000
smallholder farmers)
SDG alignment: 2.3; 2.4; 8.3;
12.2; 12.3
Number of smallholder farmers in our supply chain supported by our smallholder farmer programme focused on improving economic, environmental and social resilience
deo-20220630_g46.jpg
In this first year of reporting quantitatively against this target, we supported 4,660
smallholder farmers through our programme, which focuses on improving their
economic, environmental and social resilience. We do this by offering agricultural
training and providing farming essentials, such as fertilisers and certified high-quality
seeds. Where low yields and issues with quality significantly affect a smallholder
farmer’s income, we work with our suppliers, technical partners and research
organisations to build more resilient local supply chains. In Kenya and Ghana, for
example, we’re conducting on-farm trials to develop more climate-resilient and higher yielding sorghum varieties adapted to Kenya and Ghana, as well as investing in more research and development.
4,660
Develop regenerative agriculture pilot programmes in five key sourcing landscapes
SDG alignment: 15.2; 15.3; 15.5; 15A; 17.16
Number of regenerative agriculture pilot programmes active
deo-20220630_g47.jpg
During fiscal 22, we launched one regenerative agriculture pilot programme. Our brand Guinness is working in Ireland with farmers of barley, one of our most important ingredients. The pilot is based on an approach to farming that works in harmony with nature. We expect this three-year farm-based programme to reveal opportunities to reduce our carbon emissions in barley production, alongside other benefits including enhanced biodiversity and soil health. We continue to develop roadmaps identifying where and how we can support more regenerative agriculture programmes in other parts of our agricultural supply chain. We're committed to partnerships with farmers to help them implement regenerative projects that test new farming approaches and practices, measure impacts and learnings.
1
1. Please refer to the reporting methodologies in our ESG Reporting Index for more information on how data has been compiled, including standards and assumptions used
2. Targets were introduced in 2018

53

Business description (continued)
Doing business the right way, from grain to glass

At Diageo, we always aim to do the right thing, in the right way. We embed human rights in our people’s working day. We strive to improve health, safety and wellbeing, understanding that no level of accidents is acceptable. And we make compliance and business integrity non-negotiable.

Respect for human rights – part of everyone’s working day
We aim to create an environment where people feel they are treated fairly and with respect. We work hard to ensure we do not infringe their human rights, and that we’re not complicit with others who do. We expect everyone we work with to adopt our principles and to uphold our standards.
We have a well-developed policy framework that covers our responsibilities to protect the human rights of those working in our direct operations, as well as in our value chain and communities. Our policies are aligned to all relevant internationally recognised laws, regulations and voluntary guidelines.
As part of our ongoing commitment to the UN Guiding Principles on Business and Human Rights (UNGP), we’ve updated our human rights governance framework in line with current best practice. We will continue to embed human rights in our enterprise risk management processes and to enhance our policies, standards and disclosures.

Strengthening our approach to human rights
As well as adhering to the rights called out in the International Labour Organization’s (ILO) Declaration on Fundamental Principles and Rights at Work, our own Human Rights Impact Assessments (HRIAs) identified three external risks as particularly salient to our business and supply chain: labour rights, including the risk of child labour, especially in agricultural supply networks; labour standards for contract workers; and sexual harassment in the hospitality sector.
We have acted in response. For example, we’ve created awareness programmes focussed on child protection, and training for a variety of internal and external stakeholders on modern slavery risks. We have also developed standards and training in all our markets, aimed at protecting brand promotion teams from harassment.
In addition, we have started to embed the detailed findings and recommendations from our market HRIAs into our routine enterprise risk management processes. This will help us to continue to intervene when required, and allow us to track emerging risks.
We measure the effectiveness of our human rights governance through monitoring breach allegation trends and root causes. We’re also enhancing our internal assurance framework to identify opportunities for strengthening our approach. And we’re using lessons learned from our interventions to drive continuous improvement. For example, we’re creating an online version of our Global Brand Promoter Standard training to make it easier for people to take part, and for us to track how many have completed it.
We describe our human rights approach and performance in more detail in our ESG Reporting Index. We publish our Modern Slavery Statement on our website.

Health and safety matters
Our global health and safety strategy focusses on wellbeing and safety. Critically, our Zero Harm programme is designed to ensure that everyone goes home safe and healthy, every day, everywhere. We have a dedicated expert team that creates and frequently review our policies and standards – providing a roadmap that enables every employee, irrespective of their role, to work as safely as possible.
Our total recordable accident frequency rate (TRAFR) takes into account injuries that require more than first aid. We investigate each recordable incident thoroughly to establish the root cause, to provide insights that are used to mitigate the risk of further incidents and to reinforce our policies and standards. The learnings from each incident are shared with governance and site leaders in dedicated sessions. This year we achieved our global target of 3.5 or lower, with a rate of 2.18. This is slightly higher than last year (1.98).
We also report lost-time accident frequency rate (LTAFR). After sustaining more than one LTA per 1,000 employees in fiscal 21 for the first time in three years, this year the LTA frequency rate decreased from 1.03 to 0.92. We achieved this improvement by deploying focussed interventions in North America and Europe, which had a high level of incidents in 2021. The severity rate of these LTAs, which is a measure of the seriousness of the incident and consequent absence from work, decreased by 13.9% globally.
‘Lagging indicators’ like TRAFRs and LTAFRs are traditional metrics used to indicate progress towards compliance with safety rules. The challenge with using only these to measure safety performance is that they don’t indicate how well we’re preventing incidents and accidents. To partially address this challenge we have adopted a key ‘leading indicator’, severe injury and fatality potential (SIFP), which specifically considers all incidents and near-misses and their potential to cause life-threatening or life-altering outcomes. Every month senior management review performance of this indicator, as well as any learnings and improvements to help prevent similar incidents in future. Over the next three years, our focus on both leading and lagging indicators will provide more opportunities to prevent incidents and accidents.
There is no acceptable level of accidents, which is why we encourage safe behaviour among all our people. We will continue to identify and implement the best available health and safety practices, technologies and systems – providing our employees with the most up-to-date health and safety skills and knowledge so that they can always carry out their roles safely.
54

Business description (continued)
We remain committed to working with our contractors and third-party providers to ensure they are equally committed to ensuring everyone goes home safe and healthy, every day, everywhere.

Making health and safety an engaging experience
In 2022 we launched a new communication strategy for health and safety and now have a dedicated intranet site with a learning channel. Our new Yammer social networking group enhances visibility of updates, meaning employees can access the latest health and safety news and are signposted to existing and new content. These digital channels make it easier for us to share learnings across the business, helping build a better health and safety culture.
For this culture to succeed, employee engagement is critical. It’s why we’ve refreshed our health and safety brand and vision – to have a world-class, high-performing health and safety culture, where everyone, everywhere is safer together when working on site, at home and on the road.

2022 safety data by region

RegionEmployee
LTA rate
Employee TRA rate
Independent
contractor LTAs1
Employee LTAs
Fatalities2
North America1.854.33150
Europe1.092.8912110
Asia Pacific0.591.17270
Africa1.011.75880
Latin America and Caribbean0.613.44420
Diageo (total)0.922.1827330
1. We do not report an LTA rate for independent contractors due to the difficulty and administrative burden in accurately recording headcount
2. Fatalities include any employee work-related fatality arising in their day-to-day work environment, or any work-related fatalities occurring to third parties and contractors (non full-time employees) while on Diageo’s premises


Improving our people’s safety on the roads
We want our employees everywhere to be safer when working on site, at home and on the road. Our Severe and Fatal Incident Prevention Programme – a core component of our health and safety strategy – helps us to achieve that. It protects our people and our reputation by preventing serious injuries and fatalities across our business.
As part of our Driving on Roads programme, we focus on driver behaviour and capability. In Africa we’ve launched a bespoke driving capability programme featuring e-learning training modules around risks of driving on the road as well as business policies, standards and best practices. In Europe we’ve successfully embedded a best-in-class driver capability programme that identifies and tailors training based on an individual’s driving behaviour. The programme aims to prevent employees from becoming complacent with their driving. We anticipated that these initiatives will improve drivers' capabilities and behaviours and ultimately reduce road traffic accidents and our insurance premium rates.

Business integrity
We remain committed to operating in the right way in everything we do. Compliance with our Code of Business Conduct and conducting our business with integrity are non-negotiable, and our approach to risk and compliance helps us go beyond the basics to encourage the right behaviours and attitudes every day, everywhere.
Our global Code of Business Conduct, available in 20 languages, sets out what we stand for as a company and how we operate, so all our employees understand what is required of them in working for Diageo. We undertake annual
mandatory global training on our Code of Business Conduct and key global policies, which includes an Annual Certification of Compliance (ACC) for all managers and their direct reports, encompassing a total of 15,522 eligible employees.
Global training is delivered to all Diageo employees in an easily accessible e-learning format, with classroom training delivered to those employees who do not have regular access to a computer.
Another area of potential compliance risk is out interaction with third parties. Our Know Your Business Partner programme is designed to help us evaluate the risk of doing business with a third party before entering a contractual relationship, as well as help us to monitor any changes during our interactions. This year we refreshed our third-party risk programme to include additional mitigation of the increased risk of economic sanctions. We assess all our business partners for potential economic sanctions and compliance risks such as bribery and corruption, money laundering, facilitation of tax evasion, data privacy or other reputational red flags. We carry out additional due diligence processes for those parties that pose a potentially higher risk. Our global business integrity team oversees the programme and regularly reviews its effectiveness.
55

Business description (continued)
We encourage our employees, and anyone we do business with, to raise concerns about potential breaches of our Code of Business Conduct or policies. Our confidential whistleblowing helpline, SpeakUp, is available via phone or web portal, enabling anyone in or beyond Diageo to report a concern. Additionally, we encourage employees to come forward to their line manager; their legal or HR partners; risk and compliance teams; or business integrity partners.
This year 635 allegations of breaches were reported. While we saw an increase in allegations versus last year, we are noting that the reporting levels are recovering to pre-pandemic levels due to the return to offices. The substantiation rate of allegations has slightly decreased compared to last year, with 30% of cases confirmed as a breach (versus 39% in fiscal 21).
All allegations are taken seriously and investigated, and action is taken where necessary. We monitor all breaches to identify trends and root causes.
As of the end of fiscal 22, 54 people exited the business as a result of breaches of our Code of Business Conduct or policies (fiscal 21: 63 people). This is due to a reduction in severity and type of breaches this year.
The number of leavers for fiscal 21 has been restated due to a number of open cases from fiscal 21 being concluded this year. At the end of fiscal 22, we had 113 open cases, which may lead to more people exiting the business.
deo-20220630_g48.jpg




5642

Business descriptionreview (continued)
Our ESG reporting approachProduction facilities
Reporting transparently onThe company owns manufacturing production facilities across the environmental, socialglobe, including distilleries, breweries, packaging plants, maturation warehouses, cooperages, and governance (ESG) issues that affect our businessdistribution warehouses. Diageo’s brands are also produced at plants owned and operated by third parties and joint ventures at several locations around the world. We believe that our business creates, plays a vital rolefacilities are in deliveringgood condition and working order. We have adequate capacity to meet our strategy. It helps uscurrent needs, and, in the beer and spirit categories, we have undertaken activities to manage ESG risks, seize opportunitiesincrease our production capacity to address our anticipated future demand.
The major facilities with locations, principal activities, and promote sustainable development everywhere we live, work, source and sell.
Our ESG reporting suite aims to provide comprehensive and comparable disclosures for a broad range of stakeholders. As well as publishing our integrated Annual Report and ESG Reporting Index atproducts are presented in the year end, we also submit non-financial information to benchmarking and index organisations throughout the year, including those listed in our ESG Reporting Index. The non-financial reporting space is evolving quickly. We are committed to continual evaluation and improvement of our approach and to actively tracking emerging ESG frameworks and good practice.

How we report to our stakeholders – our reporting suite
Annual Report Where we present our most material disclosures and describe how our strategy delivers value for our business and other stakeholders.
Diageo.com Where, through the 'Society 2030: Spirit of progress' section, we give further details of our approach and performance, with examples of our strategy in action.
ESG Reporting Index Where we give additional disclosures in line with the GRI Standards and the UNGC advanced reporting criteria index; plus our response to the Sustainability Accounting Standards Board (SASB). This document also includes detailed non-financial reporting boundaries and methodologies.
Who are our stakeholders? Everyone who is affected by our business, and everyone who affects it, is a stakeholder. A detailed description of our stakeholder engagement process is on pages 156-159.

Non-financial information statementbelow table.

Focus areaLocationRelevant policies and standardsPrincipal activitiesRead more in this reportPageProducts
Promote positive drinkingUnited Kingdom– Marketing and Digital Marketing Policy
– Employee Alcohol Global Policy
– Position papers
distilling, bottling, warehousing, cooperage
– Promote positive drinking
– Performing against our 2030 targets
38-40
50-53
beer, scotch, gin, vodka, rum, ready to drink, non-alcoholic
Champion inclusion and diversity
Our people
Ireland
– Code of Business Conduct
– 2021 Gender Pay Gap Report
– Human Rights Global Policy
distilling, brewing, bottling, warehousing
– Champion inclusion and diversity
– Our people
– Performing against our 2030 targets
30-31
41-43
50-53
beer, liqueur, Irish whiskey, non-alcoholic
Pioneer grain-to-glass sustainabilityItaly– Environmental Global Policy
– Sustainable Agriculture Guidelines
– Sustainable Packaging Commitments
– Partnering with Suppliers Standard
– Deforestation Guidelines
distilling, bottling, warehousing
– Pioneer grain-to-glass sustainability
– Performing against our 2030 targets
– Responding
vodka, rum, ready to climate-related risks
44-46
50-53
58-65
drink, non-alcoholic
Human rightsTurkey– Human Rights Global Policy
– Modern Slavery Statement
– Global Brand Promoter Standard
distilling, bottling, warehousing
– Doing business the right way from grain to glass54-56raki, vodka, gin
Health and safetyNorth America– Health, Safety and Wellbeing Global
Policy
distilling, bottling, warehousing
– Doing business the right way from grainvodka, gin, rum, Canadian whisky, US whiskey, ready to glass54-56drink
Anti-bribery and corruptionBrazil– Code of Business Conductdistilling, bottling, warehousing– Risk factors82-92cachaça, vodka, ready to drink
Our contribution to the UN Sustainable Development GoalsMexicodistilling, bottling, warehousingtequila
– Performing against our 2030 targetsEast Africa50-53distilling, brewing, bottling, packaging, warehousingbeer, rum, vodka, gin, whisky, brandy, liqueur
Nigeriadistilling, brewing, bottling, packagingbeer, rum, vodka, gin
South Africadistilling, bottling, warehousingrum, vodka, gin
ARMdistilling, brewing, bottling, warehousingbeer, vodka, gin
Indiadistilling, bottling, warehousingrum, vodka, Indian-Made Foreign Liquor (IMFL), whisky, scotch, gin
Australiadistilling, bottling, warehousingrum, vodka, gin, ready to drink

For more details about our capital investments please see page 316.

Our route to consumer
We have five different route to consumer models across our business. Most of the regions employ four of the five high level models defined below; however, how each model operates in certain countries will vary, as will the percentage of net sales delivered through the respective models in each market.

Wholesalers and Distributors
Diageo sells to a wholesaler or distributor who also sells a range of other brands and categories directly to end outlets where consumers can purchase our brands. Where required, this model may include a government control board (or similar), such as in certain states in the US and Canada.

Modern Trade
Diageo sells directly to a customer who owns and manages retail outlets, who then in turn sells to consumers via their outlets.

eMarketplace
Diageo sells to a third-party digital market place customer where that customer sells to B2B customers and consumers.

Direct to Consumer
Diageo sells directly to consumers, predominantly through portals such as Thebar.com, which is a growing route to consumer model for our business. It allows for direct interface with our consumers rather than through third-party sites as in the eMarketplace model above.
Direct to Store
Diageo sells and delivers directly to end outlets rather than via a central purchasing customer as in the Modern Trade model above. This model is less common than the other models. For example, it is used in Ireland for beer distribution.

5743

Business descriptionreview (continued)
Responding to climate-related risks

Action to combat climate change
Climate change is disruptive and accelerating.
It is a risk we can, if we act swiftly and collectively, try to mitigate. There are also opportunities for companies that recognise the challenge, and develop credible plans to adapt to changing circumstances.

Climate risk is disruptive and accelerating
The past year has seen climate change move dramatically up the global agenda. In August 2021, the Intergovernmental Panel on Climate Change (IPCC) published its Sixth Assessment Report, which paints a stark picture of the impact of climate change on our environment, and makes it clear that all parties need to act immediately if we are to avoid catastrophic implications for the planet. November 2021 saw most of the world’s leadership gathering for COP26, the UN’s climate change conference, which confirmed the Paris Agreement, a treaty made at COP21 in 2015, that governments must make every reasonable effort to ensure that the global temperature rises by no more than 1.5°C above pre-industrial levels. In January 2022, the World Economic Forum’s Global Risks Report stated: ‘Climate change continues to be perceived as the gravest threat to humanity. Global Risks Perception Survey respondents rate “climate action failure” as the risk with the potential to inflict the most damage at a global scale over the next decade.’1

Developments in corporate regulation
It is no surprise that climate change is of increasing concern to legislators, investors and analysts – as well as to employees and other corporate stakeholders. Global companies, with considerable economic and wider influence, are important actors in the world’s efforts to combat climate change. This concern is making itself felt through developments in regulation, for example, with the requirement in the United Kingdom this year for premium listed companies to report against the recommendations of the Task Force on Climate-Related Financial Disclosures (TCFD). In the United States, the Securities and Exchange Commission (SEC) proposed rule changes that would require companies to include climate-related disclosures in their periodic reports. 2021 also saw the establishment by the IFRS Foundation of the International Sustainability Standards Board (ISSB), whose aim is to ‘deliver a comprehensive global baseline of sustainability-related disclosure standards that provide investors and other capital market participants with information about companies’ sustainability-related risks and opportunities to help them make informed decisions.’

Committed to action
We welcome many of these developments, and particularly certain recommendations of the TCFD and the SEC, as important steps in increasing stakeholders’ and companies’ focus on climate change, and we are committed to playing our part and championing policies that support the Paris Agreement. We believe harmonisation of reporting frameworks will bring benefits to investors, as well as simplifying reporting requirements for companies. We support the establishment of a coordinated approach by regulators across jurisdictions, which reflects the reality that climate change is a cross-border issue, and we have actively engaged in consultations by organisations like the SEC to advocate such harmonisation.

Society 2030: Spirit of Progress
Since 2020, we have worked to incorporate the TCFD framework into our reporting, and have found it helpful in accelerating our efforts to decarbonise our value chain, mitigate and adapt to climate change risks and identify opportunities for transitioning quickly to a low-carbon future. We began our carbon reduction efforts in 2008, while also acting as a champion for water stewardship around the world to combat the related issue of water stress.
Today, our focus on climate change is encapsulated in one of our six strategic priorities which help us pursue our ambition to be one of the best performing, most trusted and respected consumer products companies in the world. The priority, ‘pioneer grain-to-glass sustainability’, also encompasses other important topical issues relating to sustainability, such as water stress, biodiversity loss, poverty and inequality. Many of these issues are being exacerbated by climate change, and are threatening both the environment and the prosperity of communities everywhere, particularly those in low-income countries. In response to these challenges, in 2020 we launched a bold, 10-year action plan, 'Society 2030: Spirit of Progress', which sets stretching targets, including our commitment to achieving net zero carbon emissions from our direct operations (Scopes 1 and 2) by 2030, and across our full value chain (Scope 3) by 2050 or earlier. And we are proud to be a signatory to the Business Ambition for 1.5°C, which calls on companies to set ambitious science-based emissions reduction targets.

1.Global Risks Report, World Economic Forum, January 2022
58

Business description (continued)
Understanding the impact of climate change on our business
Climate change is an important disruptive force, with potential to drive substantive changes in our operations and supply chain in the short term (one to five years), medium term (five to 10 years), and long term (10 to 30 years). Many of the potential effects of climate change can be characterised as risks, either physical risks to our environment, or risks associated with the transition to a low-carbon economy in pursuit of the Paris Agreement targets. Climate risk is therefore cross-cutting, with the potential to affect companies, financial institutions, households, countries and the financial system at large. There may, however, be opportunities as well as risks for those companies that enable the transition to a low-carbon economy.
Because there are so many different factors affecting how climate change will play out in the world, it is difficult to quantify the precise timing and impact of climate risks on our business, or indeed the opportunities that may present themselves. Nonetheless, some modelling is possible, and so, with the support of expert partners, we are building our capability to assess both, and model their impact under various scenarios, as discussed in this report. From this modelling work, we estimate that, from what we know now, climate change is not expected to have a material impact on the results of our operations, or on our financial condition by 2030 (see page

Governance
We have adopted the TCFD’s recommendations for reporting on governance, summarised on page 72
Given its importance, and the potential severity of the risk it poses, we oversee climate change at the highest level of the company, and have governance processes in place intended to ensure that we consider and factor climate risk into our business operations. We include climate risk as a principal risk in our risk register (page 84), now as well as in the short, medium and long term, and we assess and consider its impact carefully, including a formal review by the Executive Committee and the Board at least twice a year, and discussion at our Annual Strategy Conference.
Board and management oversight of climate change
We believe governance of climate change risks and opportunities needs to be embedded at all levels of our organisation. This year, while our governance structure, described below, has not changed, we increased our investment in climate risk management and scenario analysis.
We believe that climate change is of such importance to us and our stakeholders that the Diageo Board and Executive Committee should be responsible for managing climate-related risks and opportunities, and do not delegate responsibility to a sub-committee. Executive sponsorship and responsibility is shared jointly between the President of Global Supply Chain and Procurement (Ewan Andrew) and the Corporate Relations Director (Dan Mobley). At an operational level, they are supported by our cross-functional Climate Risk Steering Group, with sub-groups dedicated to different areas such as supply, strategy, risk and so on.
The Steering Group meets up to twice monthly to oversee how we are managing climate risks and identifying opportunities. Within this, a sub-group from Supply and Procurement oversees physical risks, with other working groups responsible for addressing transition risks and opportunities, for example market and reputation, policy and legal, and technology.
Our Executive Committee reviews updates on climate risks and opportunities from the Steering Group twice a year, and considers their implications for strategy and decision-making. The Executive Sponsors formally update the Board quarterly; including, where relevant, reviewing the outputs of our climate change risk assessments and scenario analyses, and overseeing any related decision-making. Any potential financial implications of climate risk and potential impacts on Diageo’s consolidated financial statements, including performance and progress against non-financial metrics, are also shared with the Audit Committee.
Because of the critical importance of climate change, we have developed a range of communications and training materials on sustainability issues for our employees on our digital learning platform. These include specialist training for leaders, and climate-risk education programmes open to all.
We continue to engage externally, to monitor and promote good practice and keep pace with stakeholders’ expectations of companies with regard to climate change. This includes being an active member of the TCFD working group through the UN Global Compact.
59

Business description (continued)
deo-20220630_g49.jpg
Climate change as part of remuneration
Given the importance of managing climate change, the performance element of the long-term incentive plan (LTIP) for our senior leaders encourages and rewards performance against an ESG measure (introduced in 2020, for fiscal 21 to 23). It constitutes 20% of the performance share award, which is granted to the Executive Committee as well as other senior leaders across the business. Of this 20%, 10% (i.e. half of the share award) relates to targets for carbon emissions and water efficiency, which directly support mitigation of and adaptation to climate change risk. (See Directors' remuneration report from page 176.)
Risk management
We have adopted the TCFD’s recommendations for reporting on risk management, and include identification of risks in this section as they are easier to understand in this context.
Climate risk may be divided into two broad categories: physical risk and transition risk. Physical risks to our environment manifest themselves in two ways: chronic changes (sea level rise, temperature increases, changes in precipitation patterns), and acute events (such as floods, storms, heatwaves or other extreme weather events). While acute events can cause short-term damage, chronic changes are slower to materialise but can cause long-term, irreversible changes. Transition risks are those associated with the economic transformation needed to transition to a low-carbon economy: for example, policy and legal changes, such as introducing carbon taxes; technology changes such as developments to switch to renewable energy; or market changes such as consumer pressure for more sustainable solutions. As we have already seen in the last few years, the time lag between emissions increasing and the resulting change in the climate means that some physical risks are already becoming a reality, and will continue to increase even while efforts to reduce emissions intensify.
Although they are interconnected, physical and transition risks are normally assessed separately, since they are amplified by different scenarios. In a world where carbon emissions continue to rise, physical risks become more likely, whereas in a world where we meet the goals of the Paris Agreement, transition risks - and opportunities - increase.

How we manage climate risk
As a global business with a broad portfolio of brands based on agricultural ingredients, and production facilities in multiple geographies and locations, we are exposed to a wide range of climate risks. However we believe we have a considerable measure of resilience, built up through decades of experience managing the effects on our raw material supply of normal variations in climatic conditions and agricultural yields. We do this through careful planning in our supply and procurement function, and through supporting research and development of high-yield, drought-resistant crops. Many of the regions in which we operate are water-stressed, and we have a strong track record of adaptation measures to support the sustainability of our operations in these areas. Climate risk has been integrated into our enterprise risk management processes for some time, particularly in our market, supply chain, procurement, and site and strategic risk management processes; and has been built into our strategic and business continuity plans.
Nevertheless, climate risk is accelerating fast, so we must not be complacent – which is why it is included as a principal risk on our risk register. We take very seriously the risks climate change could pose – to the health and safety of our people, to our reputation, and to our ability to meet our 'Society 2030: Spirit of Progress' goals. We are therefore prepared to take some risk ourselves in innovating to meet consumer needs for more sustainable products and combat climate change that way. And so, with the help of external partners, we have developed a much broader and deeper analysis of climate-related risks, which will continue to evolve as scientific understanding develops, and as we build our internal knowledge and expertise.


60

Business description (continued)

Identifying our physical risks
Physical risks manifest themselves differently in different parts of the world, and so, for a global business like ours, with operations in many parts of the world, assessing them is a considerable task, requiring assessment not only of our own sites, but those of our many suppliers as well. Trying to do it all at once is challenging, and there is an advantage in doing the analysis over a couple of years because it means we can incorporate what we learn from earlier assessments into later ones. Nonetheless, we appreciate the urgency of understanding this risk, and are pleased with the coverage we’ve achieved since we began the process last year. We plan to complete the work with our remaining markets over the next two years.
We began our physical risk assessment in 2021 by focussing on those markets with the highest sales value – North America and Scotland – and followed that up this year with those geographies where physical climate risk is likely to be highest – Africa, India, Mexico and Turkey. Also in 2021 we carried out a global assessment of water stress, an activity we conduct routinely every two to three years.

Risks
Risk typeWater scarcityInput costsConsumer behaviour
Increasing water-stress and water scarcity negatively affects our ability to continue to produce beverages in areas of high water-stressPolicy changes (carbon taxation, shift to renewables) causes increases in input costs, particularly glassConsumers shift purchasing behaviour towards more sustainable products, rejecting products perceived as unsustainable
CategoryPhysical – chronicTransition – policy/legalTransition – market
TimeframeShort, medium, longShort, mediumShort, medium, long
TrajectoryIncreasingIncreasingIncreasing
Impact (if not mitigated)
Moderate1
ModerateModerate
Response examples
Water use efficiency improvements
Water replenishment in 100% of water-stressed areas
Collective action programme to reduce water use in 'priority water basins'
Supply chain decarbonisation
Engaging suppliers in alternative technologies for low-carbon operations
Exploring technologies for reducing packaging weight
Pack weight reduction
Increased recycled content
Developing circular product offerings (refill, reuse)
Opportunities
Opportunity typeSupply chain decarbonisationInnovation in sustainable product offerings
Reducing our Scope 1, 2, and 3 emissions reduces our exposure to carbon taxes and related costs, and improves our reputation with customers and consumersDeveloping more sustainable products (lighter weight, higher recycled content, more refillable and reusable containers) meets consumers’ increasing demands for more sustainable products
CategoryTransition – policy/legalTransition – market
TimeframeShort, mediumShort, medium
TrajectoryIncreasingIncreasing
Impact (if not mitigated)ModerateModerate
Response examples
Society 2030 targets for Scope 1,2, and 3 emissions
Decarbonisation programme and capital investment
Renewable energy
Society 2030 targets for sustainable packaging
Innovation to deliver more sustainable products

1. ’Low’ impact is defined as having a negligible impact on customer service, or an absorbable disruptive impact on one or more brands. ‘Moderate’ impact is defined as disruption to production/supply chain creating an inability to service a small portion of our customer base, the impact of which is manageable; or a significant short-term impact on one or more of our core or local priority brands which is absorbable by the business. ’High’ impact is defined as an inability to service a signifiacnt portion of our customer base, or major reputational damage.
61

Business description (continued)
Scope of assessment
We conducted assessments for our own sites and those of key suppliers and logistics, over two timeframes (present to 2030 and to 2050), and for two warming scenarios: medium warming, 2-3⁰C (IPCC scenario RCP 4.5) and severe warming, 4-5⁰C (IPCC scenario RCP 8.5). The analysis we have done so far (see table on page 63) represents approximately three quarters of our volume produced globally.

Diageo sites: for our own and key third-party operator (TPO) sites, we analysed at a high level the risks to which they are likely to be exposed, and, for those that are either of greatest strategic importance or at greatest risk, we carried out more detailed assessments. In doing so, we developed a site-specific climate risk register, which will help us plan how to mitigate the risks. At each location, we looked at a combination of three things: the different activities carried out (e.g. malting, distilling, packaging and so on); the part of the process that might be affected (e.g. infrastructure, water supply, energy sources); and the physical risks that might occur (a total of 19). This level of detail is necessary because some activities are more sensitive to physical risks (such as higher temperatures) than other activities at the same site. In total, we analysed 316 site/activity combinations, which gave us an overall risk rating for each site.
Supply chain and logistics: in each location we analysed the factories and warehouses of our key suppliers (e.g. those of our most critical or specialised ingredients and components); key agricultural commodities; and our most critical upstream and downstream distribution routes (road and rail, and sea ports), to determine those which might be exposed to physical risk in the future. We carried out the same analysis of physical risks for our supplier sites as we did for our own sites.


Focus on water stress
Because we rely so heavily on water as a raw material and in our processes, we have been regularly assessing our own production sites for water stress since 2008. The most recent assessment was in 2021, and we updated it in 2022 to reflect changes in our operations due to disposals. The assessment – and our classification of a site as ‘water-stressed’ – is based on external (WRI Aqueduct tool) and internal site surveys covering physical, regulatory, and social and reputational considerations.

deo-20220630_g50.jpg

62

Business description (continued)
deo-20220630_g51.jpg

Operational scope of our physical risk assessments
RegionDiageo and key TPO assets (detailed assessments)Agricultural commoditiesSupplier assets
Ports2
North America12 (4)8866
Scotland47 (5)1610315
Africa48 (5)625614
India46 (7)4591
Mexico16 (4)1682
Turkey9 (4)4645
Total178 (29)
n/a1
63643
1. We analysed some commodities in more than one location.
2. Road and rail assessments were done at a country level and therefore not individually quantified.

63

Business description (continued)
Our physical risks – results
The assessments highlighted three key points:
1.Risk are high and increasing: the level of physical climate risk is already relatively high and is projected to increase in all regions, most severely in India, which accounts for the top 10 of our most ‘at risk’ activities. Risks ranged from medium to high in our top 10 most at risk sites in each region.
2.All agricultural ingredients are at risk: all those we assessed are subject to some degree of climate risk, with the risk set to increase for most under the scenarios we analysed.
3.Water scarcity and high temperatures: water stress, drought and high temperatures are our most significant risks.

Overall, out of the 316 site/activity combinations we analysed, two are currently classified as high risk, and 29 as medium-high. Under the worst-case scenario, i.e. a temperature rise of 4-5⁰C, this rises to 11 high-risk site/activity combinations by 2050, and 42 medium-high.


Trajectory of physical risk from 316 site/activity combinations3
ScenarioCombined number of sites/activities at medium-high risk, including % of total site/activitiesCombined number of sites/activities at high risk, including % of total site/activities
Present day29 (9%)2 (1%)
2030, 2-3°C (RCP 4.5)28 (9%)9 (3%)
2050, 2-3°C (RCP 4.5)34 (11%)10 (3%)
2030, 4-5°C (RCP 8.5)32 (10%)9 (3%)
2050, 4-5°C (RCP 8.5)42 (13%)11 (3%)

3. Scoring methodology
a) Relative risk score: the physical risk assessment results are reported as relative risk scores (in comparison to the full sample of Diageo sites assessed) to help us prioritise the sites for which we should create mitigation plans. High-risk sites are above the 99th percentile; medium-high are in the 90th to 99th percentile; and medium are in the 55th to 90th percentile.
b) Trajectory score: the risk assessment also produces trajectory scores for each of the hazards assessed, indicating how they are expected to worsen or improve in the scenario and timeframe in question.


Physical risks in our supply chain
We focussed on three main areas in assessing risks to our supply chain, with the results as follows:
Suppliers’ assets: given the number and geographical spread of the sites we assessed, we found a greater range of risks than for our own sites. Nonetheless, as with our own sites, the most common risks, and those forecast to get worse, were water stress and higher temperatures. Other relevant risks, which may affect our packaging components, were humidity and wildfires. The information about our suppliers’ sites was also useful to our suppliers themselves, and means we can work together to develop mitigation plans where it makes sense to do so.
Agricultural commodities: through the analysis, we produced a risk register for each commodity (chosen for their strategic importance), detailing possible risks, their severity, how we should respond (e.g. whether to mitigate or transfer the risks), and control measures to put in place. The map (on page 63) summarises the main climate hazards to which our key commodities are exposed. Some (barley, wheat, maize for example), are easier to procure in multiple locations than others (agave, for example); so the insights we’ve gained will help us find ways to adapt what we do for the most sensitive crops, and we will create contingency sourcing plans for the rest.
Distribution routes: the analysis showed that in general, the risks to ports came from water stress and changing temperatures, while the risks to road networks were broader, including both chronic risks such as temperature increases and sea level rises, and acute risks, such as storms, floods or wildfires. Both acute and chronic risks were assessed to be higher in the warmer geographies (India, Africa, Mexico and Turkey). The insights from this review will help us plan effectively for any contingencies in our distribution routes that may become necessary.









64

Business description (continued)
Physical risk results by region – Diageo and key third-party supply sites
Overall, the main physical hazards we are exposed to are high temperatures and water stress. High temperatures may cause risks to employees’ health and productivity, as well as affecting our processes (such as fermentation which is sensitive to temperature variations) and cost. For example, higher water temperatures mean higher costs of cooling to the temperature we need to use water in our sites. Here we summarise the key findings by region, which may affect both our own and our suppliers’ sites, and our agricultural commodities and packaging materials sourced in those regions.

RegionRisks increasingRisks declining
North America
Wildfires
Storm winds
High temperatures
Water temperature
Cold temperatures
Mexico
Water temperature
Water stress
Wildfires
Cold temperatures
Scotland
Water temperature
Wildfires
Cold temperatures
Africa
Water temperature
Cold temperatures
Rising sea level / coastal flooding
Cold temperatures
Turkey
Water temperature
High temperatures
Rising sea level / coastal flooding
Cold temperatures
India
Water stress
Extreme heat
Cold temperatures

deo-20220630_g52.jpg


65

Business description (continued)
Responding to climate-related risks continued

Identifying our transition risks and opportunities
In 2021, alongside our physical risk analysis for North America and Scotland, we also analysed, as defined by TCFD, the risks1 and opportunities2 in those regions of transitioning to a low-carbon economy. In doing so, we found that there were some opportunities as well as risks, and we concluded that most of these risks/opportunities were generally applicable to other regions as well. This year, we reviewed that analysis based on the latest insights from our working groups, and concluded that overall, the risks/opportunities identified in the 2021 assessment were still appropriate.

Our transition risks and opportunities – results
The purpose of carrying out a transition risk assessment across our operations and value chain is to uncover our risks, strengthen our resilience, capitalise on opportunities and, ultimately, in the face of the changing market dynamics as we transition to a low-carbon economy, help us both protect and grow our business. The assessment examined our agricultural inputs, our production and packaging, and our distribution and sales channels. The greatest risks and opportunities were found to be in packaging and sales respectively. In packaging, shifting to low-carbon production may well mean higher costs; we may also be subject to higher taxes, and need to meet requirements for more light-weighting, redesign, recycling and recycled content. On the positive side, however, there are potential sales opportunities for those businesses that offer consumers more sustainable products, making greater use of recycling, reuse and returnable products.

We identified 150 risks and opportunities overall, and assessed 105 that were relevant to our business. From this list we identified 24 that we need to manage, and of those 24 identified those with the most potential impact on our business. These were:
Policy and legal risks included carbon taxation, and legal and social considerations relating to land use, agricultural material use and water use.
Market and reputation risks and opportunities related to GDP reduction, consumer rejection of particular brands, categories, materials or supply chains due to their perceived environmental impact, and consumers switching to more sustainable products.
Technology risks and opportunities related to the decarbonisation of our supply chain and those of our suppliers

1.The TCFD’s definition of transition risks: policy and legal, market, reputation, technology
2.The TCFD’s definition of transition opportunities: resource efficiency, energy source, products/services, markets, resilience

Strategy
We have adopted the TCFD’s recommendations for reporting on strategy, although we have included the identification of risks and opportunities in the risk management section since they are easier to understand in that context.
We have a long history of creating world-class drinks experiences for consumers across the world from a wide range of natural ingredients. Over the years, we have become more expert at managing scarce resources, particularly water, and adapting production of our drinks to use alternative ingredients when necessary. This is reflected in one of our six strategic priorities, ‘pioneering grain-to-glass sustainability’. The insights we’ve gained from our recent work to identify the risks and opportunities from climate change is informing our strategy through the next stage of the process – scenario analysis based on those risks and opportunities. This analysis, carried out with the help of external experts, aims to estimate theKey financial impact of climate change on our business. Because of the limitations of climate risk scenario analysis, any estimate will have limitations; in fact perhaps the greatest benefit of scenario analysis is that it helps us to understand where risks and opportunities are most likely to materialise, to understand trends, and to integrate them into our strategy.

The limitations of climate change scenario analysis
Any scenario analysis is limited by the variables and assumptions included in the model, but it is particularly difficult with climate change. This is because of the considerable uncertainties in how the physical risks will play out under different temperature scenarios in different parts of the world, and the considerable uncertainties in how far and how quickly the world will be able to introduce the changes needed to limit the rise in temperature. No single scenario is likely to materialise in the coming decades by itself, and we are all likely to be exposed to both physical and transition risks as the world continues to warm as a consequence of emissions already in the atmosphere. The pathway to reducing emissions is also highly variable, as governments and industry pursue a variety of means, such as introducing regulation and developing new technologies. But whatever the pathway, we are committed to playing our part in fighting climate change, through delivering our Society 2030: Spirit of Progress goals.

Summary of scenario analysis results
We analysed three temperature increase scenarios. The first envisages a successful transition to a low-carbon economy in time to keep the temperature rise to 1-2⁰C by 2100, and assumes a variety of decarbonisation challenges and opportunities relating to ingredients, energy, packaging and transport costs, and changes in demand for our products (to 2030 and 2050). The other two look at the likely effects of varying degrees of continued warming, and the impacts that will arise from the physical risks this presents (to 2030 and 2050). We looked at a moderate warming scenario (temperature rise of 2-3⁰C), and a severe warming scenario (temperature rise of
66

Business description (continued)
4-5⁰C). For both these warming scenarios, we assessed our assets, supply chain and critical ingredients for financial vulnerability to physical risk.
As discussed in detail below, the impacts of climate change are broad, and in many cases difficult to predict with certainty; however, some consistent themes have emerged. First, it is highly likely that we will be exposed to both transition and physical risks, and therefore should be prepared for both; and second, that the main impacts on our business, under any of these scenarios, are likely to come from water stress, the cost of decarbonisation and consumer demand for more sustainable offerings, although none of these are expected to have a material impact on the results of our operations, or on our financial condition, by 2030. Our priorities should therefore continue to be to decarbonise our supply chain, adapt to water stress in water-stressed areas, and develop more sustainable products, to continue to reduce our impact on the environment. These will help us mitigate the risks and prevent them from becoming material to our financial performance.
The potential impacts of climate change are evolving all the time, and we need to stay on top of them in our planning. In the coming year, we aim to cover those countries we have not yet assessed; and we will continue to refresh our analysis of water stress and update our scenario analyses regularly. We will also continue to research consumers’ attitudes to sustainability, and develop more environmentally-friendly products – e.g. increasing the use of recycled content in packaging, and reducing the amount of packaging material we use.
As one example of a step change towards our ‘Society 2030: Spirit of Progress’ goals, in 2020 we launched Diageo Sustainable Solutions (DSS). This global programme involves partnering with early- to mid-stage technology businesses to find and apply cutting-edge technology in our supply chain – covering agriculture, energy, packaging, waste and water.

In looking for bigger, bolder ideas and solutions that can transform sustainability in all areas of our products, DSS allows us to do far more than we could do on our own. At the launch of the programme, we published four challenges, and received more than 280 applications of which we reviewed 30 pitches. We chose six partners for the first cohort, and are currently piloting their technologies. In December 2021, we published another four much more specific packaging challenges, around alternative formats and reusable technology, and received 73 applications. We shortlisted 27, and are currently finalising the choice of projects for pilots.

Results of analysis of warming scenarios – effects of physical risk
As discussed on the previous page, we analysed the likely effects of the physical risks of two warming scenarios on the financial performance of our business, projected to 2030 and 2050. To calculate the financial impact, we assessed the value of the assets at risk, the likely loss of either asset or sales value in a year as a result of a risk materialising, and then calculated the total loss in value in each of 2030 and 2050. Importantly, the scenarios assumed that we will have taken no mitigating actions in the meantime. The risks are characterised as acute or chronic. Chronic risks include changes in temperature and precipitation that may cause increased water stress, water scarcity, or decreased water quality, or may impact our ability to source agricultural materials. Acute risks include floods and storms, which may impact our sites, or the supply of raw materials and ingredients.
The results showed that overall, our sites are likely to be resilient to acute weather events, like floods and storms, although we are more exposed to the acute risk of drought, and to chronic changes like water scarcity. Indeed, water scarcity is the biggest climate-related risk to our financial performance, since we have many sites in water-stressed areas that may not be able to continue production at current levels should these temperature scenarios play out. Those sites most likely to be affected are in India, Mexico, Turkey and North America, with all of our production sites in Mexico likely to be exposed to extremely high water stress.
Under the medium warming scenario, the number of our production sites and thus our sales exposed to extremely high water stress is unlikely to change from the situation today, either by 2030 or by 2050. But should the severe warming scenario occur, even though the number of sites affected won’t change, those that are affected are likely to suffer even greater shortages of water, under both time frames. They will also have a greater impact on the health and wellbeing of employees at those sites. Flooding and storms are the next most likely physical risks to affect our financial performance, since they may damage our sites or disrupt our supply of agricultural commodities, and the price of most of the commodities we analysed is set to increase under these scenarios. The only physical risk likely to affect our operations or financial condition in any material way is drought, given our reliance on water to make our products.
Modelling the financial impact of drought is particularly difficult because there are many factors at play, not least the probability of drought occurring, the length of time operations would have to be suspended, the impact of any adaptation or contingency measures, and so on. Nonetheless, we have modelled what we can, using both the standard external models and our own analyses, and considering severe but plausible assumptions (e.g. concurrent downtime in all water-stressed sites due to drought). We concluded that, by 2030, drought is not expected to have a material impact on the results of our operations or on our financial condition.
Beyond 2030 it is much harder to analyse, given the lengthy time frame; however, our models show that if we take no mitigating actions, by 2050 drought could have a material impact on the results of our operations, or on our financial condition. This is why it is so important that we focus on water stress in our strategic planning.

How we are mitigating physical risks
Our physical risk scenario analysis confirmed that, of all the physical risks of climate change, we are most exposed to water stress, and that we are most exposed in India and Mexico, as well as North America, Turkey and Africa. This serves to reinforce our commitments to using less water and replenishing more water than we use in areas of water stress. Water is a shared resource, so we cannot tackle water stress alone; this is why we launched the Diageo Collective Action Programme in 2020. Through this programme, we are working with partners in ‘priority water basins’ (areas suffering particular water stress, and which are strategically important)
67

Business description (continued)
where our sites are located, namely 14 sites across 12 priority water basins in 10 countries. For more on our water replenishment and collective action work, see pages 44-46.

Results of analysis of transition scenario – risks and opportunities
As discussed above, the successful transition to a low-carbon economy, which assumes we meet the Paris Agreement target of limiting global warming to 1-2⁰C, brings both risks and opportunities. To help us model the potential impacts on our financial performance, we worked with an external expert in this type of modelling.

Methodology for analysing the transition scenario
We looked at two potential scenarios, and compared the likely difference in cash flows to 2030 and 2050:
Baseline scenario: some drivers of the transition scenario, such as policy intentions and national targets, are already in place. This scenario therefore aims to analyse what the effects of these elements would be, insofar as they are backed up by detailed measures for their realisation, as well as other market trends and expectations that can be inferred from available data and analysis.
Transition scenario assuming we reach net zero emissions by 2050: this sets out a narrow but achievable pathway for the global energy sector to achieve net zero emissions by 2050, alongside necessary changes in all other sectors of the economy to limit global warming to 1-2⁰C.
Both scenarios are based on a combination of internal and external models and data.
External models: we used a variety of scenarios developed by the International Energy Agency (IEA), the IPCC and various other institutions.
Internal models: for each of our product categories, we looked at production costs and margins; sales and consumption by region; and expected growth. It was important to look at each product category separately because they are exposed to different types of transition risk.

Together, these models gave us a range of plausible assumptions designed to capture a trajectory of changes in demand, costs, prices, regulation, technology, and capital investments in relevant markets and business segments, that could result in the world achieving net zero by 2050. We looked at how combinations of these changes might affect us both positively (increased demand for sustainable products) and negatively (higher costs), and estimated the combined effect on our cashflow to both 2030 and 2050.

Outlined in the table on page 68.are the materials that most affect our input costs, which may go up or down depending on the situation. We have modelled the costs based on our exposure to global versus local changes; so, for example, glass and aluminium are procured globally, while the cost of energy, for example, is always local.

Responding to climate-related risks continued
Input costs assessed in the scenario analysis by geography
RegionGlobalUKUSCanadaMexicoTurkeyIndiaAfrica
Glass
Aluminium
Land transport
Ocean transport
Energy
Electricity
Raw materials
Barley
Wheat
Maize
Rice
Sorghum
Sugar
Vanilla
Anise
Agave
Grapes

information
For each scenario, we then estimated the prices of major input costs, where relevant by geography, and modelled the impact they would have on our operating profit.




68

Business description (continued)
Transition risk and opportunity scenario analysis – findings
Transitioning to a low-carbon economy would generate both risks and opportunities for Diageo, and through our scenario analysis we have estimated the impact on our operations and financial condition to 2030, concluding that it is unlikely to be material by that date, even assuming all changes in production costs were borne by us. This is reflected in our assessment of viability and impairment (see page 46 of the Annual Report). We have not calculated the financial impact to 2050 because there are too many variables and unknowns to make such a calculation meaningful. However, what we do know is what the drivers are – namely water stress, decarbonising our supply chain, and increasing demand from consumers for sustainable products. Within these drivers, the biggest cost comes from decarbonising the supply chain, and much of that comes from the price of glass, an important component of many of our products’ packaging. The cost of glass is likely to continue to rise, pushing unit production costs up, even while other costs may generally decline over the longer term. While the impact on Diageo as modelled may not be material to 2030, the planet needs significant science-based action to create a sustainable low-carbon future. Therefore we have committed to decarbonising our own operations and partnering with our suppliers to halve the carbon emissions from our supply chain by 2030. For more on our plans to decarbonise our supply chain, please see the metrics and targets section(pages 69-71).
The scenario analysis gave us insights into which parts of our business would be most affected by transition risk. The markets most likely to be affected are India and Mexico, because of the high relative impact of packaging costs on overall profitability. Looking at product categories, Scotch whisky and tequila are most likely to be affected — because they can be produced only in Scotland and Mexico respectively, but are imported into many countries around the world, and are packaged mainly in glass. And today, consumers are increasingly sensitive to the perceived environmental impacts of imported products. Although not financially quantified, these changes in consumer behaviour could potentially result in lost revenue and profit, if we do not respond. However, there is an opportunity for companies that innovate, and that develop and produce drinks in a more sustainable way, for example through packaging reduction, re use and recycling.

Metrics and targets1
We have adopted the TCFD’s recommendations for reporting on metrics and targets.
We are committed to playing our part in transitioning to a low-carbon world and making a positive impact on the environment. Our ‘Society 2030: Spirit of Progress’ ambition includes stretching goals for decarbonising our operations and supply chain, and for water efficiency and replenishment. The figure (on page 69) outlines our pathway to net zero carbon emissions. Our annual targets to achieve net zero by 2030 in our Scope 1 and 2 emissions have been validated by the Science Based Targets initiative (SBTi). We have an interim target of a 50% reduction in Scope 3 emissions by 2030, and our Scope 3 target of net zero by 2050 has also been validated by the SBTi.

Science-based targets for carbon emissions
By 2030, we commit to:
TargetKPI2022 performance
Becoming carbon net zero in our direct operations (Scopes 1 and 2)Percentage reduction in absolute GHG (ktCO2e)5.3 %
Reducing our value chain (Scope 3) emissions by 50%Percentage reduction in absolute GHG (ktCO2e)
(4.7)%2
Using 100% renewable energy across our direct operationsPercentage of renewable energy across our direct operations41.2 %

This year we achieved a further 5.3% reduction in emissions from our direct operations which keeps us on track to achieve net zero by 2030. However, increased production volumes across many of our markets is making it even more challenging to meet our net zero targets, so we reviewed our net zero roadmap and adjusted our interim decarbonisation trajectory accordingly. Our value chain Scope 3 emissions increased by 4.7%, mainly due to increased production and the associated increased use of raw materials, packaging, third-party operations and neutral-spirit sourcing. We recognise that this target is challenging given the complexities of enabling impactful change up and down the value chain, and we must work closely with suppliers, peers and others to ensure we meet this target.
69

Business description (continued)
Carbon emissions (Scopes 1 and 2) by region by year
(1,000 tonnes CO2e)3,4,5
Region2020 (baseline)20212022
North America128127100
Europe153130145
Asia Pacific371514
Africa151172150
Latin America and Caribbean232838
Diageo (total)492472447
United Kingdom877184
1. Baseline year for ‘Society 2030: Spirit of Progress' targets is 2020 unless otherwise stated
2. For commentary on performance against this target, please see page 37 and refer to our reporting methodologies in the ESG Reporting Index for more information on how data has been compiled, including standards and assumptions used
3. CO2e figures 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
4. 2020 baseline data, and data for the periods ended 30 June 2021 and 2020, have been restated in accordance with the WRI/WBCSD GHG Protocol and Diageo’s environmental reporting methodologies
5. Diageo UK total direct and indirect carbon emissions were 8484ktCO2e, comprising direct emissions (Scope 1) of 84ktCO2e and indirect emissions (Scope 2) of 0. The intensity ratio was 80 grams/litre packaged. Total global energy consumption was 3,650,444MWh; total UK energy consumption was 1,091,403MWh, comprising 951,552MWh of direct energy and 139,851MWh of indirect energy.

Water efficiency and replenishment targets
As a beverage business, water stewardship is critical if we are to adapt successfully to a changing climate, as outlined in the risk management sections on pages 82-92. We carry out global assessments of water stress every two to three years, and any sites newly classified as water-stressed are included in our more stretching targets for water efficiency and replenishment. The last assessment was conducted in fiscal 21.

We have set a number of water targets for 2030 or earlier, focussing particularly on water-stressed areas:

TargetKPI2022 performance
Reduce water use in our operations with a 40% improvement in water use efficiency in water-stressed areas and 30% improvement across the companyPercentage improvement in litres of water used per litre of packaged product3.7% across the company
Replenish more water than we use for our operations in 100% of sites in water-stressed areas by 2026Percentage of water replenished in water-stressed areas15.3 %
Invest in improving access to clean water, sanitation, and hygiene (WASH) in communities near our sites and local sourcing areas in 100% of our water-stressed marketsPercentage of water-stressed markets with investment in WASH88.9 %
Engage in collective action in all of our priority water basins to improve water accessibility, availability and quality and contribute to a net positive water impactPercentage of priority water basins participating in our collective action plans33.3 %


Water efficiency (litres per litre packaged) by region by year1,2
Region2020 (baseline)20212022
North America5.334.915.06
Europe5.105.134.87
Asia Pacific3.953.583.57
Africa4.113.533.29
Latin America and Caribbean4.935.074.86
Diageo (total)4.634.294.13
1. 2020 baseline data, and data for the periods ended 30 June 2021, have been restated in accordance with the WRI/WBCSD GHG Protocol and Diageo’s environmental reporting methodologies
2. In accordance with our environmental reporting methodologies, total water used excludes irrigation water for agricultural purposes on land under our operational control


70

Business description (continued)
This year we achieved a 7.8% improvement in water use efficiency in water-stressed areas and a 3.7% improvement across the company which are on track against our 2030 targets. We report on our performance against our ‘Society 2030: Spirit of Progress’ targets in full on pages 35-38. Our overall approach to risk management is described further on pages 42-45. A commitment to pioneering grain-to-glass sustainability is central to our strategy – read about our approach on pages 30-31. Our ESG Reporting Index contains more detailed disclosures aligned with the GRI, SASB and UN Global Compact reporting frameworks.

deo-20220630_g53.jpg

71

Business description (continued)
How we have adopted the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD)

This table outlines how we have reported in line with with the recommendations of TCFD and where we have more to do. Each year, with the help of expert partners, we expand the scope of our risk assessments and scenario analysis. The order of the table reflects the order in which we report on each recommendation.

TCFD recommendationAlignment
Governance — see page 59
a. Describe the board’s oversight of climate-related risks and opportunitiesYes
b. Describe management’s role in assessing and managing climate-related risks and opportunities
Risk management — see pages 59-66
a. Describe the organisation’s processes for identifying and assessing climate-related risksYes
b. Describe the organisation’s processes for managing climate-related risks
c. Describe how processes for identifying, assessing and managing climate related risks are integrated into the organisation’s overall risk management
Strategy — see pages 66-69
a. Describe the climate-related risks and opportunities the organisation has identified over the short, medium and long termWe have described risks and opportunities for our
business in North America and Scotland (high value
markets), and in India, Africa, Mexico and Turkey
(geographies most exposed to physical risk), as well
as the impact of those risks and opportunities on our
strategy. We have modelled the resilience of our
strategy under three climate-related scenarios. We
intend to extend this analysis to our remaining
markets over the next two years, and include a
quantitative analysis of the impact in our disclosure.
b. Describe the impact of climate-related risks and opportunities on the organisation’s businesses, strategy and financial planning
c. Describe the resilience of the organisation’s strategy, taking into consideration different climate-related scenarios, including a 2°C or lower scenario
Metrics and targets — see pages 69-70
a. Disclose the metrics used by the organisation to assess climate-related risks and opportunities in line with its strategy and risk management processYes
b. Disclose Scope 1, Scope 2 and, if appropriate, Scope 3 greenhouse gas (GHG) emissions and the related risksYes for Scopes 1, 2 and 3
c. Describe the targets used by the organisation to manage climate-related risks and opportunities and performance against targetsYes

72

Business description (continued)
Reporting boundaries and methodologies

Reporting boundaries
Our reporting covers the global operations of Diageo plc in the financial year ended 30 June 2022. Dates refer to financial years unless otherwise stated. Excluding the few exceptions below, the boundaries for all data disclosed in the Annual Report and the ESG Reporting Index include the results of the company and its subsidiaries, together with our attributable share of the results of significant joint ventures. The reporting scope depends to a significant extent on the nature of each indicator, and we have explained exceptions and limitations of each indicator in this document. When a business is acquired, or an interest in an associate or joint venture, fair values, reflecting conditions at the date of acquisition, are attributed to the net assets, including identifiable intangible assets and contingent liabilities acquired. New acquisitions are included in the consolidated reporting for non-financial data as soon as practically possible, and no later than one year after assuming operational control. This covers environmental data and impacts from new operational sites. This duration varies as each new acquisition has unique systems and processes that must be integrated. Environmental data is collected and reported for all sites where we have operational control, including office sites with more than 50 employees. The reporting boundaries are based on The Greenhouse Gas Protocol: A Corporate Accounting and Reporting Standard (Revised Edition) from the World Resources Institute and World Business Council for Sustainable Development (WRI/ WBCSD Protocol). The environmental impacts associated with leased facilities and the carbon emissions associated with company vehicles and leased cars are also excluded and considered immaterial to the company’s overall impacts. This is reviewed every three years to assess the data and extent of impacts.

EXCEPTIONS
Environmental and safety data from joint ventures and associates where we do not have operational control are excluded.

DEFINITION OF DIAGEO MARKETS1,2
Diageo markets are defined as countries/ locations where we operate and/or sell our products. Our markets fall under five regions, and we report our performance across these regions. Our five regions and corresponding markets include:

North America: Diageo North America comprises US Spirits, Diageo Beer Company USA (DBC USA) and Diageo Canada.
Europe and Turkey: The region comprises of Great Britain, Ireland, Northern Europe, Eastern Europe, Southern Europe and Turkey. All these markets now operate with end-to-end accountability.
Asia Pacific: Asia Pacific comprises India (including Nepal and Sri Lanka), Greater China (China, Taiwan, Hong Kong and Macau), Australia (including New Zealand), South East Asia (Vietnam, Thailand, the Philippines, Indonesia, Malaysia, Singapore, Cambodia, Laos, Myanmar), North Asia (Korea and Japan) and Travel Retail Asia and Middle East.
Africa: Africa region comprises East Africa (Kenya, Tanzania and Uganda), Africa Regional Markets (including Ghana, Cameroon, Ethiopia, Indian Ocean and Angola), Nigeria and South Africa.
Latin America and Caribbean: Latin America and Caribbean (LAC) region comprises PUB (Paraguay, Uruguay and Brazil), Mexico, CCA (Central America and Caribbean), Andean (Colombia and Venezuela) and PEBAC (Peru, Ecuador, Bolivia, Argentina and Chile).

1. In the case of any organisational restructure these markets and their alignment to specific regions are subject to change.
2. In some cases the market definition varies according to the programme and will be specified within the programme reporting boundaries and methodologies

RESTATEMENTS OF DATA
Over the past three years, we have made a number of disposals, notably United National Breweries in South Africa in 2019, and acquisitions of brands, distribution rights and equity interests in premium drinks businesses. See Note 8 to the Financial Statements in the Annual Report on pages 163-165 for details. Changes in our operations will result in restatement of historical data. Data associated with any divestments is removed from the baseline, intervening years and current year to ensure relevant comparisons and consistent performance tracking towards targets.

Restatement of baseline environmental data
We restate environmental data for the baseline year and intervening years to reflect changes in the company that would otherwise compromise the accuracy, consistency and relevance of the reported information. Restatements are made in line with the protocols defined by the WRI/ WBCSD Protocol and the Beverage Industry Greenhouse Gas (GHG) Emissions Sector Guidance (Version 4.2). The baseline year environmental impact data, and data for intervening years, are adjusted to reflect acquisitions, divestments, updates to databases for CO2e emission factors, any errors in calculations, and any significant changes in reporting policy that result in a material change to the baseline of more than 1%. We also restate data where we can show that structural changes regarding outsourcing and insourcing have an impact of more than 1%. In the financial year ended 30 June 2022, the baseline year environmental impacts were restated to reflect changes to CO2e emission factors and updated calorific values. Any restatements are carried out in accordance with the WRI/WBCSD Protocol, which defines the requirements for companies to restate environmental impacts for consistent tracking over time when they undergo significant structural changes. We deem this necessary to make meaningful historical comparisons.
The baseline year environmental impacts associated with acquisitions and bringing production in-house are primarily determined directly from the historical data records for production volumes, energy, water use and waste generated for the baseline year and intervening years. In certain cases, where historical data is unavailable, the environmental impacts for the baseline year and intervening years are extrapolated from current environmental impact data, based on production patterns.
73

Business description (continued)
BASELINES
Our baseline year, set as the financial year ended 30 June 2020, applies to the majority of our Society 2030: Spirit of Progress targets. Where baselines differ, this has been described within each reporting boundary. The baseline data is used as the basis for calculating progress against our targets. Reporting methodologies are reviewed and updated each year by leadership teams. Material changes to the environmental reporting methodologies are ratified at the 2030 Grain-to-Glass Strategic Business Review (SBR) quarterly meeting, chaired by the President, Global Supply and Procurement.

REPORTING SYSTEMS
There are three main systems used for collection, validation and analysis of reported data.
Health and Safety and Human Resources data: Health and Safety and Human Resources data are reported at site level using our global information management systems.
Environmental data: We collect data on key measures of environmental performance every year. This is collated and analysed using a web-based environmental management system. For the reporting period 1 July 2021 to 30 June 2022, 132 sites in 23 countries reported environmental impact data.
Denominator for efficiency indicators:To calculate efficiency ratios, we use litres of packaged product as the standard measure for comparison, because this measures the environmental impact associated with the production of our products. We measure litres of packaged product by site and aggregate them at group level. For fiscal 22, the total volume packaged used for the denominator in efficiency indicators is 4,239,215,340 litres.
Local market Society 2030: Spirit of Progress data: Where Society 2030: Spirit of Progress programmes are managed at a local level, this performance data is collated every quarter in our market reporting template. The data is compiled at a market, regional and global level, alongside our other Society 2030: Spirit of Progress targets, and reviewed by general managers, functional leadership teams, the 2030 Grain-to-Glass Strategic Business Review (SBR), and the Global Executive Committee during quarterly meetings. This regular assessment of performance enables us to manage programme risks and opportunities, and ensures that we have the right level of resources to deliver on our commitments.

RELIABILITY AND ACCURACY OF DATA
We have processes governing the collection, review and validation of non-financial data included in this report, at market, regional and global level. We have clear reporting lines and documentation of our processes; within this report we provide more detail of our reporting methodologies and calculation processes. While we make every effort to capture all information as accurately as possible, it is neither feasible nor practical to measure all data with absolute certainty. Where we have made estimates or exercised judgement, this is highlighted within the reporting methodologies. PwC provides limited assurance over selected indicators as described in our Annual Report and ESG Reporting Index.

PIONEER GRAIN-TO-GLASS SUSTAINABILITY
Our targets for 2030 are:
Preserve water for life
− Reduce water use in our operations with a 40% improvement in water-use efficiency in water-stressed areas and a 30% improvement across the company
− Replenish more water than we use for our operations for all of our of sites in water-stressed areas by 2026
− Invest in improving access to clean water, sanitation and hygiene (WASH) in communities near our sites and local sourcing areas in all of our water-stressed markets
− Engage in collective action in all of our Priority Water Basins to improve water accessibility, availability and quality and contribute to a net positive water impact
Accelerating to a low-carbon world
− Become net zero carbon in our direct operations (Scope 1 and 2)
− Reduce our value chain (Scope 3) carbon emissions by 50%
− Use 100% renewable energy across all our direct operations
Become sustainable by design
− Achieve zero waste in our direct operations and zero waste to landfill in our supply chain
− Continue our work to reduce total packaging and increase recycled content in our packaging (delivering a 10% reduction in packaging weight and increasing the percentage of recycled content of our packaging to 60%)
− Ensure 100% of our packaging is widely recyclable (or reusable, compostable)
− Achieve 40% recycled content in our plastic bottles by 2025 – and 100% by 20301
− Ensure 100% of our plastics are designed to be widely recyclable (or reusable/ compostable) by 20251
− Provide all of our local sourcing communities with agricultural skills and resources, building economic and environmental resilience (supporting 150,000 smallholder farmers)
− Develop regenerative agriculture pilot programmes in five key sourcing landscapes.

1.These targets were introduced in 2018.
74

Business description (continued)
Preserve water for life

TARGET
Reduce water use in our operations with a 40% improvement in water-use efficiency in water-stressed areas and a 30% improvement across the company

Performance measures (KPIs)
• Percentage improvement in litres of water used per litre of packaged product. We prepare and report water withdrawal data from sites where we have operational control, using internally developed reporting methodologies based on the GRI Standards. In addition to tracking total water usage, we also prepare and report water efficiency, meaning the ratio of the amount of water consumed to produce one litre of packaged product.

Definitions
Water-stressed locations and classification: the World Resource Institute Aqueduct tool, UN Definitions and internal survey information are used to determine the number of our sites that are in water-stressed areas. For the financial year ended 30 June 2022, there are 43 locations across 12 countries that have been identified as water-stressed, with 34 of these locations currently operational and nine non-operational. These sites are subject to more intense water stewardship measures over and above our target to improve water efficiency by 30% by 2030.
Total quantity of water withdrawals: water obtained from ground water, surface water, mains supply and water delivered to the site by tanker less any clean water provided back to local communities directly from a site. Uncontaminated water abstracted and returned to the same source under local consent, water abstracted from the sea, and rainwater collection are excluded from water usage data reported.

Scope
The scope includes our supply and office sites.

Data preparation and assumptions
Water withdrawals are measured primarily based on meter readings and invoices for the majority of sites. In some limited instances estimations are used to calculate withdrawals. Water withdrawals are reported by source at site level using the environmental management system.

Water efficiency (water use rate), per litre of packaged product, is calculated by converting the total water withdrawal in cubic metres to litres, then dividing by the total packaged volume in litres. The extent of water use at Diageo-operated agricultural lands – in Brazil, Mexico and Turkey – is quantified and reported separately.

TARGET
Replenish more water than we use for our operations for all of our sites in water-stressed areas by 2026

Performance measures (KPIs)
• Annual volumetric replenishment capacity (m3) of projects developed in fiscal 22.

Definitions
This performance measure is total water replenishment capacity created in fiscal 22 in water-stressed areas. The complexity of gathering data on the ground from multiple projects globally, means there can be a delay in reporting information. So, each fiscal year (1 July – 30 June) we currently include data from projects completed by 15 June; to allow us to consolidate the numbers to reflect most of the projects delivered to the fiscal year end. Replenishment (or Volumetric Water Benefit) is defined by the World Resources Institute as “the volume of water resulting from water stewardship activities, relative to a unit of time, that modify the hydrology in a beneficial way and/or help reduce shared water challenges, improve water stewardship outcomes, and meet the targets of Sustainable Development Goal 6”. Replenishment capacity created by replenishment projects is calculated by reference to Diageo’s Water Replenishment Implementation Guide and Technical Protocol which is summarised below for ‘data preparation and assumptions’. When projects are delivered by a third party and partially funded by Diageo, we only claim the proportion of volumetric capacity attributable to Diageo to avoid double counting. E.g. If Diageo fund 25% of a project that creates capacity of 100,000 m3, we would only claim 25,000m3.

In order to be considered within the annual volumetric replenishment capacity, replenishment projects need to be in a water-stressed area (i.e., a site’s water catchment and/or water-stressed water basins from which we source local raw materials). Water-stressed catchments/basins are defined using the WRI aqueduct tool at the Minor Basin level. Water-stressed areas and classification: the World Resource Institute Aqueduct tool, UN Definitions and internal survey information are used to determine the number of our sites that are in water-stressed areas. For fiscal 22, there are 43 Diageo sites across 12 countries that have been identified as water-stressed, with 34 of these locations currently operational and 9 non-operational. These sites are subject to more intense water stewardship measures, for example have a target to improve water efficiency by 40% by 2030. An assessment of our sites located in water stressed areas is completed every two to three years and includes any new build or acquired sites and excludes any sites divested. For the purposes of measuring annual performance against our 2030 target, calculation of this performance measure is total water replenished
75

Business description (continued)
during fiscal 21-26 at sites located in water-stressed areas as a percentage of our estimated fiscal 26 total consumptive water at sites located in water-stressed areas. On an annual basis, we measure our annual cumulative water replenishment at water-stressed sites as a percentage of our fiscal 2026 estimated total consumptive water at sites located in water-stressed areas. This is not subject to assurance.

Scope
Replenishment projects include, but are not limited to, activities such as reforestation, wetland restoration, desilting ponds, aquifer recharge, rainwater harvesting, and clean water, sanitation and hygiene (WASH) programmes.
Sanitation activities, which account for a small proportion of total water replenished, are not defined within the VWBA methodology but are included within our replenishment volume in line with Water Benefit Standard method.

The scope is water-stressed markets in which Diageo is operational. For fiscal 2022, there are 43 Diageo sites across 12 countries that have been identified as water-stressed, with 34 of these locations are currently operational and 9 non-operational (excluded from scope). In fiscal 22, 34 projects were implemented in India, Turkey, Brazil, Nigeria, Kenya, Ghana, Tanzania, South Africa, Seychelles and Uganda.

Data preparation and assumptions
Indicative volume (m3) of water replenished data is collected by an implementation partner and, on completion of the project, confirmed. This data is then validated by an external validator, and then confirmed by the Diageo global lead for water. The Diageo Water Replenishment Implementation Guide provides templates for calculating water volume replenished – the estimated volumes are pre-validated by the global team before the project is implemented. Volumes are then be validated again after commissioning of the project. The volumetric replenishment capacity (m3) created by each individual project completed in fiscal 22 is then added together to create the total reported annual volumetric replenishment capacity (m3) for fiscal 22. The recommended process for planning and implementing a market-level water replenishment programme is outlined below:

Step 1.1: Identity water challenges and their causes and understand the catchment
When: At the start of the replenishment program and on-going
Who: Market Sustainability Managers, project developers and local water experts
Step 1.2: Understand catchment stakeholders and ongoing water stewardship activities. Consider selecting multi-year strategic partners (i.e., partnership selection ideally is not done annually)
When: At the start of the replenishment program and on-going
Who: Market Sustainability Managers, project developers and local water experts
Step 2.1: Select partners and project activities based on elements of good water stewardship
When: July – September
Who: Market Sustainability Managers, project developers
Step 2.2: Submission of key project indicators for pre-validation of expected replenishment figures (Recommended)
When: October – January
Who: Market sustainability managers, project developers, external validators
Step 3.1: Document baseline and select water replenishment and complementary indicators
When: October – January
Who: Market Sustainability Managers, Project developers
Step 3.2: Gather required data and calculate water replenishment and complementary indicator
When: February – May
Who: Market sustainability managers, project developers, external validators
Step 3.3: Submit validated replenishment volumes to Diageo Global and Enablon for annual reporting
When: May – June
Who: Market sustainability managers (supply), Global
Step 3.4: Annual ongoing project status check (for completed project only)
When: July – December of the following fiscal/reporting year
Who: Market sustainability managers, project developers, external validators
Robust controls for project data reporting are embedded into the programme and summarized as follows:
• Initial project information is provided for pre-validation
− Sustainability managers and project developers submit information to external validator
• Approved pre-validated information is inputted to the project tracker
− External validators inputs information based on data from sustainability managers
• Final validation template is submitted for validation
− Sustainability managers and project developers submit information to external validator
• Approved validated replenishment figures are inputted to the project tracker
− External validators input information based on data from sustainability managers


76

Business description (continued)
The methodology for calculating the volume of water replenished for Diageo’s Water Replenishment Programme is based on the World Resources Institute’s Volumetric Water Benefit Accounting: A Method For Implementing and Valuing Water Stewardship Activities (2019, www.wri.org/ research/volumetric-water-benefitaccounting- vwba-method-implementingand- valuing-water-stewardship ), which is a “comprehensive, standardized and science based methodology to calculate and valuate the benefits of water stewardship activities.” We detail the approach adopted and mathematical calculations applied in the Diageo Water Replenishment Programme Technical Protocol (2019) and provide a step-by-step implementation guide for markets to ensure consistency and robust controls: Diageo Water Replenishment Implementation Guide (2022).

TARGET
Invest in improving access to clean water, sanitation and hygiene (WASH) in communities near our sites and local sourcing areas in all of our water-stressed markets

Performance measures (KPIs)
• Percentage of water-stressed markets with investment in WASH.

Definitions
The reporting period for this KPI is for fiscal 22. We outline Diageo’s market structure on page 73. Diageo’s markets are defined as countries/locations where we operate and/ or sell our products. The definition of market used in this KPI is different to the definition used elsewhere in this ESG Reporting Index. To ensure comprehensive coverage each market is instead defined as an individual country as set out on page 73. This means that the KPI considers water-stress and investment at a country level, rather than at a market level as defined elsewhere in this document. Water-stressed areas and classification: The World Resource Institute (WRI) Aqueduct tool, UN Definitions and internal survey information are used to determine the number of our sites that are in water-stressed areas. An assessment of our sites located in water stressed areas is completed every two to three years and includes any new build or acquired sites and excludes any sites divested. ‘Invested’ is defined as funding committed and spent on new WASH facilities. Improving access is defined by local community access to clean water, sanitation or hygiene, which has strengthened as a result of the new or improved WASH facility. Communities ‘near our sites and local sourcing areas’ are defined as being within the same water basin. WASH projects – are defined as projects which deliver improved access to clean drinking water, sanitation and hygiene. Data on the WASH programmes including locations, clean water yield, and number of people and number of women benefitting from a WASH programme is calculated by NGO delivery partners and validated by an external validator.

Scope
The scope includes all water-stressed markets in which Diageo is operational. For fiscal 22, there are 43 locations across 12 countries that have been identified as water-stressed, with 34 of these locations currently operational and 9 non-operational (excluded from scope). The scope excludes new water-stressed markets in which Diageo operates where there is no demand/requirement for new community WASH projects (for example, Turkey). These exclusions are verified by an expert implementing partner, and based on government, WRI and WHO information on WASH risk/availability. It also excludes Diageo WASH projects in markets that are not assessed as water-stressed (for example, Cameroon) or where we do not have direct operations (for example, Myanmar).

Data preparation and assumptions
WASH programme investment data is tracked at a market level. The total number of WASH programmes, locations and total beneficiaries is summarised at a global level. The KPI is calculated as a percentage, i.e., the total number of water-stressed markets in which Diageo has invested in WASH programmes divided by the total number of (in scope) water-stressed markets in which Diageo operates.

TARGET
Engage in collective action in all of our Priority Water Basins to improve water accessibility, availability and quality and contribute to a net positive water impact Performance measures (KPIs)
• Percentage of Priority Water Basins with collective action participation.

Definitions
• Priority Water Basin: Diageo carried out an assessment to identify Priority Water Basins for its operational sites. This assessment was based on a combination of:
− a Diageo criticality assessment (based on expert judgement and consumption volumes) − high water risks scores (based on WRI Aqueduct indicators) for each site. In combination, these two indicators allowed the identification of water basins where Diageo operational sites would benefit the most from taking collective action to address identified water challenges.
• Collective Action in water stewardship encompasses multi-stakeholder water management initiatives or projects that involve interaction with government entities, local communities, NGOs, and/or civil society organisations that ultimately benefit all actors and the health of the basin by addressing shared water challenges.

Scope
The scope includes markets with operational sites located in water-stressed areas.


77

Business description (continued)
Data preparation and assumptions
Priority water basins with collective action participation are reported at a local market level and tracked by the Diageo global metric owner.

Accelerating to a low-carbon world

TARGET
Become net zero carbon in our direct operations (Scope 1 and 2)
Performance measures (KPIs)
• Percentage reduction in absolute greenhouse gas emissions (ktCO2e).

Definitions
Scope 1 emissions (direct CO2e emissions): those from on-site energy consumption of fuel sources, such as gas, fuel oil and diesel, as well as fugitive and agricultural emissions. In keeping with WRI/WBCSD Protocol guidance relating to biofuels, we report CO2e emissions attributable to CH4 and N2O only, and exclude direct CO2 emissions for biomass, biogas and the biogenic element of biofuels, because this is outside each scope and reported separately. Minor quantities, typically at office sites, to a maximum of 50 tonnes CO2e, are excluded, as are the carbon emissions associated with biogas flaring and leased cars, since they are considered immaterial to our overall impacts. These areas are routinely reviewed to reassess the materiality of the data.
Scope 2 emissions (indirect CO2e emissions): those from purchased electricity and heat.

Scope
The scope includes our supply and office sites.

Data preparation and assumptions
CO2e emissions data is externally reported in metric tonnes and is the measure used to compare the emissions from the six main greenhouse gases based on their global warming potential. The CO2e emissions data is calculated based on direct measurement of energy use (meter readings/invoices) for the majority of sites. In certain limited instances (<1%*), where invoices are not available – for example, due to timing differences – consumption is estimated. Fuel consumption is reported by fuel type at site level using the environmental management system. It is then converted to energy consumption, in kWh, by fuel type and multiplied by the relevant CO2e emission factor to derive the total CO2e emissions. Scope 1 emission factors for fuels are typically average fuel CO2e emissions factors and calorific values (the latest available at the start of the reporting year) from the UK Department for Business, Energy and Industrial Strategy (BEIS). However, where product-specific factors are available, these are applied.

Energy attribute certificates (EACs), derived from our distillery by-products and processed by a third party to generate biogas, form a component of our decarbonisation, together with purchased renewable EACs. This is reflected in data preparation and aggregation. Carbon emissions from electricity (Scope 2) are reported as both market emissions and location emissions in line with the WRI/ WBCSD Protocol Scope 2 amendment made in January 2015. Our CO2e reduction targets and reporting protocols (since 2007) are based on market emissions, applying emissions factors specified in EACs, contracts, power purchase agreements and supplier utility emissions, as detailed in WRI/WBCSD Protocol Scope 2 guidance. Our net zero emissions target for 2030 remains consistent with earlier reporting protocols and is based on market emissions. The reporting of location (gross) emissions has been added to our protocols (since financial year ended 30 June 2014). For location-based reporting of grid electricity consumption, regional or sub-national factors are used where available. These include, for example, CER (Ireland), BEIS (United Kingdom), the National Inventory Report (Canada), US eGRID (United States) and the Indian power sector report (India). In all other cases, country or sub-regional factors are provided by the International Energy Agency (IEA).
* Energy estimates determined to be 0.59%, in aggregate – from assessment of 85% of total energy consumption for the financial year ended 30 June 2020 and the <1% threshold – thereby seem reasonable.

TARGET
Reduce our value chain (Scope 3) carbon emissions by 50%

Performance measures (KPIs)
• Percentage reduction in absolute greenhouse gas emissions (ktCO2e).

Definitions
Scope 3 emissions are all indirect emissions (not included in Scope 1 and 2) that occur in the value chain of the reporting company, including both upstream and downstream emissions. The CO2e emissions relating to all categories of material and services to our supply chain include purchased raw materials, packaging, capital equipment, third-party manufacturers, consumer use and disposal. Upstream and downstream logistics and distribution, including Category 4 logistics emissions, are aggregated, with emissions attributable to all categories of materials and services providing a total value chain, Scope 3 footprint. Carbon dioxide emissions from the fermentation process are excluded from our reported environmental data because these emissions are from a biological short-cycle carbon source and are outside Scope 1, 2 and 3.


78

Business description (continued)
Scope
Our value chain emissions, upstream and downstream, are in scope.

Data preparation and assumptions
CO2e emissions data is externally reported in metric tonnes and is the measure used to compare the emissions from the seven main greenhouse gases based on their global warming potential. The CO2e emissions data is calculated on the basis of volume of materials purchased, services provided, capital equipment purchased and distances travelled for upstream/downstream logistics. Supplier-specific emission factors and/or emission factors from literature are then applied to the component type to derive an absolute CO2e emissions volume, measured in metric tonnes.

TARGET
Use 100% of renewable energy across all our direct operations

Performance measures (KPIs)
• Percentage of renewable energy across our direct operations

Definitions
Total energy and renewable energy are externally reported in MWh and/or TJ. Total energy and renewable energy use are determined from direct and indirect energy consumption. Direct energy (renewable/non-renewable) is determined from the quantity of different fuel types (metric tonnes, litres) of renewable and non-renewable fuels, and by applying the relevant calorific value (BEIS, supplier-specific). Indirect energy (renewable/non-renewable) is measured in MWh/TJ from energy/utilities suppliers and/or by applying the relevant EACs.

Scope
Our supply and office sites are in scope.

Data preparation and assumptions
Total energy and renewable energy are externally reported in MWh and/or TJ. The energy data – direct and indirect – is calculated based on direct measurement of energy use (meter readings/invoices for volumes of fuel supplied) for the majority of sites. In certain limited instances (<1%*), where invoices are not available – for example, due to timing differences – consumption is estimated. Fuel consumption is reported by fuel type at site level using the environmental management system. It is then converted to energy consumption, in kWh, by fuel type, applying the relevant calorific values (BEIS, supplier-specific, International Energy Agency). Direct energy factors for fuels are typically UK BEIS average fuel factors (latest available at the start of the reporting year). However, where product-specific factors are available, these are applied. Renewable direct energy is determined from the quantity of different fuel types (metric tonnes, litres), of renewable fuels and by applying the relevant calorific value (BEIS, supplier-specific). Indirect renewable energy is measured in MWh for energy/utilities suppliers and/or by applying relevant EACs. * Energy estimates determined to be 0.59%, in aggregate – from assessment of 85% of total energy consumption for the financial year ended 30 June 2020 and the <1% threshold – thereby seem reasonable.
79

Business description (continued)
Cautionary statement concerning forward-looking statements

This document contains ‘forward-looking’ statements. These statements can be identified by the fact that they do not relate only to historical or current facts and may generally, but not always, be identified by the use of words such as “’will”, “anticipates”, “should”, “could”, “would”, “targets”, “aims”, “may”, “expects”, “intends” or similar expressions statements. In this document, such statements include those that express forecasts, expectations, plans, outlook, objectives and projections with respect to future matters, including information related to Diageo’s fiscal 23 outlook, Diageo’s medium-term guidance for fiscal 23 to fiscal 25, Diageo’s supply chain agility programme, future Total Beverage Alcohol market share ambitions and any other statements relating to Diageo’s performance for the year ending 30 June 2023 or thereafter.
Forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There is 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 that are outside Diageo's control, which include (but are not limited to):
(i) economic, political, social or other developments in countries and markets in which Diageo operates (including as a result of the Covid-19 pandemic, geopolitical instability and/or inflationary pressures), which may contribute to a reduction in demand for Diageo’s products, adverse impacts on Diageo’s customer, supplier and/or financial counterparties, or the imposition of import, investment or currency restrictions (including the potential impact of any global, regional or local trade wars or any tariffs, duties or other restrictions or barriers imposed on the import or export of goods between territories as well as the United Kingdom’s departure from the European Union); (ii) the impact of the Covid-19 pandemic, or any other global or regional public health threats, on Diageo’s business, financial condition, cash flows and results of operation; (iii) the elevated geopolitical instability as a result of Russia's invasion of Ukraine; (iv) the effects of climate change, or legal, regulatory or market measures intended to address climate change, on Diageo’s business or operations, including on the cost and supply of water; (v) changes in consumer preferences and tastes, including as a result of inflationary pressures, disruptive market forces, changes in demographics, evolving social trends, changes in travel, holiday or leisure activity patterns, weather conditions, health concerns, pandemics and/or a downturn in economic conditions; (vi) changes in the domestic and international tax environment, leading to uncertainty around the application of existing and new tax laws and unexpected tax exposures; (vii) changes in the cost of production, including as a result of increases in the cost of commodities and due to supply chain disruptions, labour and/or energy or as a result of inflationary pressures; (viii) any litigation or other similar proceedings (including with tax, customs, competition, environmental, anti-corruption or other regulatory authorities), including litigation directed at the beverage alcohol industry generally or at Diageo in particular; (ix) legal and regulatory developments, including changes in regulations relating to production, distribution, importation, marketing, advertising, sales, pricing, labelling, packaging, product liability, antitrust, labour, compliance and control systems, environmental issues and/or data privacy; (x) the consequences of any failure of internal controls, including those affecting compliance with existing or new accounting and/or disclosure requirements; (xi) the consequences of any failure by Diageo or its associates to comply with anti-corruption, sanctions, trade restrictions or similar laws and regulations, or any failure of Diageo’s related internal policies and procedures to comply with applicable law or regulation; (xii) cyber-attacks or any other disruptions to core business operations including manufacturing and supply, business service centres and/or information systems; (xiii) contamination, counterfeiting or other circumstances which could harm the level of customer support for Diageo’s brands and adversely impact its sales; (xiv) Diageo’s ability to maintain its brand image and corporate reputation or to adapt to a changing media environment; (xv) increased competitive product and pricing pressures, including as a result of actions by increasingly consolidated competitors or increased competition from regional and local companies, that could negatively impact Diageo’s market share, distribution network, costs and/or pricing; (xvi) increased costs for, or shortages of, talent, as well as labour strikes or disputes; (xvii) Diageo’s ability to derive the expected benefits from its business strategies, including in relation to expansion in emerging markets, acquisitions and/or disposals, cost savings and productivity initiatives or inventory forecasting; (xviii) fluctuations in exchange rates and/or interest rates, which may impact the value of transactions and assets denominated in other currencies, increase Diageo’s financing costs or otherwise adversely affect Diageo’s financial results; (xix) a tightening of global financial conditions, including an extended period of constraint in the capital markets which Diageo may access; (xx) movements in the value of the assets and liabilities related to Diageo’s pension plans; (xxi) Diageo’s ability to renew supply, distribution, manufacturing or licence agreements (or related rights) and licences on favourable terms, or at all, when they expire; or (xxii) any failure by Diageo to protect its intellectual property rights.
All oral and written forward-looking statements made on or after the date of this document and attributable to Diageo are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. In addition, all oral and written forward-looking statements made on or after the date of this document and attributable to Diageo are also expressly qualified in their entirety by the risks set out in the 'Risk factors' section below.

80

Business description (continued)
Any forward-looking statements made by or on behalf of Diageo speak only as of the date they are made. Diageo expressly disclaims any obligation or undertaking to publicly update or revise these forward-looking statements other than as required by applicable law. The reader should, however, consult any additional disclosures that Diageo may make in any documents which it publishes and/or files with the SEC.
All readers, wherever located, should take note of these disclosures. This document 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. All rights reserved. © Diageo plc 2022.
The information in this document does not constitute an offer to sell or an invitation to buy shares in Diageo plc or an invitation or inducement to engage in any other investment activities.
This document may include information about Diageo’s target debt rating. A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the assigning rating organisation. Each rating should be evaluated independently of any other rating.
Past performance cannot be relied upon as a guide to future performance.

81


Risk factors

Investing in the securities of Diageo involves risk. Diageo believes the following to be the principal risks and uncertainties that are most likely to have a material adverse impact on the Diageo group. These risks should be carefully considered together with other information included elsewhere within this annual report. If any of these risks occur, either alone or in combination with other risks, Diageo’s business, financial condition and performance could suffer and the trading price and liquidity of its securities could decline. The order of presentation of the risk factors below does not necessarily indicate the likelihood of a particular risk’s occurrence or the potential magnitude of its financial consequences.
In addition, because any global business of the kind Diageo is engaged in is inherently exposed to risks that become apparent only with the benefit of hindsight, risks which Diageo does not currently deem to be material or of which it is not presently aware could also materially and adversely impact Diageo’s business, financial condition and performance in future periods.

Risks related to the global economy

Diageo’s business has been and may, in the future, be adversely impacted by unfavourable economic, political, social or other developments and risks (including those resulting from the Covid-19 pandemic, geopolitical instability increased by Russia’s invasion of Ukraine and/or inflationary pressures) in the countries in which it operates
Diageo’s products are sold in over 180 countries worldwide, and Diageo may be adversely affected by global economic volatility or unfavourable economic developments in any of the countries where it has distribution networks, marketing companies or production facilities. In particular, Diageo’s business is dependent on general economic conditions in its major markets, which include the United States, the United Kingdom, the countries that form the European Union, and certain countries within the Asia Pacific region, such as India and China, and failure to react quickly enough to changes in those economies could have an adverse effect on financial performance.

The Covid-19 pandemic has created and continues to create economic volatility, significantly impacting the markets in which Diageo operates. While restrictions imposed in response to the pandemic in most countries around the world have gradually eased, the long-term economic impact of the pandemic is still uncertain and the rate of economic recovery could vary significantly between and even within markets. Similarly, Russia’s invasion of Ukraine and the escalating military conflict in the region has, among other things, resulted in elevated geopolitical instability and economic volatility. The economic volatility attributable to Covid-19 and Russia’s invasion of Ukraine is part of and contributing to a larger trend of rising inflation around the globe, which may have a significant adverse effect on economic activity and Diageo’s business.

Any future significant deterioration in economic conditions globally or in any of Diageo’s important markets, including economic slowdowns, global, regional or local recessions or depressions, currency instability, increased unemployment levels, increased custom duties, tariffs and/or other tax rates, increased inflationary pressures and/or disruptions to credit and capital markets, could lead to eroded consumer confidence and decreased consumer spending more generally, which in turn could reduce consumer demand for Diageo’s products. Unfavourable economic conditions could also negatively impact Diageo’s customers, distributors, suppliers, and financial counterparties, who may experience cash flow problems, increased credit defaults, decreases in disposable income or other financial issues, which could lead to changes to ordinary customer stocking patterns, including destocking or stocking ahead of potential price increases customer destocking as well as an increase in Diageo’s bad debt expense. In addition, volatility in the capital and credit markets caused by unfavourable economic developments and uncertainties, including those related to the Covid-19 pandemic, the heightened geopolitical instability caused by Russia’s invasion of Ukraine and/or inflationary pressures, could result in a reduction in the availability of, or an increase in the cost of, financing to Diageo.

Diageo’s business could also be affected by other economic developments such as fluctuations in currency exchange rates, the imposition of any import, investment or currency restrictions (including the potential impact of any global, regional or local trade wars or any tariffs, customs duties or other restrictions or barriers imposed on the import or export of goods between territories, including but not limited to, imports into and exports from the United States, China, the United Kingdom, the European Union and/or Russia), the imposition of economic or trade sanctions, or any restrictions on the repatriation of earnings and capital. Any of these developments may have a material adverse effect on Diageo’s forecasting and/or financial performance.

Diageo’s operations are also subject to a variety of other risks and uncertainties related to its global operations, including adverse political, social or other developments. Political and/or social unrest or uncertainties, natural disasters, disease outbreaks (including the Covid-19 pandemic and any future epidemics or pandemics, and government responses thereto), politically-motivated violence and terrorist threats and/or acts, including those which are specifically directed at the alcohol industry, may also occur in countries where Diageo has operations.


82


There is also a risk that the period of economic and political uncertainty and complexity surrounding the United Kingdom’s departure from the European Union could contribute to volatility in exchange rates, wider risks to supply chains and potentially ultimately lead to changes in market access or trading terms (including to customs duties, tariffs and/or industry-specific requirements and regulations), as well as generally increased legal and regulatory complexity and costs. The withdrawal of the United Kingdom from the European Union could also have further implications for the constitutional makeup of the United Kingdom as a result of renewed discussions surrounding further devolved governments in Scotland and Northern Ireland and/or possible independence for Scotland. This could result in a further period of political uncertainty in the United Kingdom and otherwise adversely affect Diageo’s business and financial results, particularly since Diageo has substantial operations and inventory located in Scotland.

Many of the above risks are heightened, or occur more frequently, in emerging markets. A substantial portion of Diageo’s operations is conducted in emerging markets, which represented approximately 39% of Diageo’s net sales for the year ended 30 June 2022. In general, emerging markets are also exposed to relatively higher risks attributable to unstable governments, corruption, crime2023
Summary financial information
P1220232022Organic growth
%
Reported growth
%
VolumeEUm243.4263.0 (1)(7)
Net sales£ million17,113 15,452 11 
Marketing£ million3,0512,721 12 
Operating profit before exceptional items£ million5,254 4,797 10 
Exceptional operating items(1)
£ million(622)(388)
Operating profit£ million4,632 4,409 
Share of associate and joint venture profit after tax£ million370 417 (11)
Non-operating exceptional items(1)
£ million328 (17)
Net finance charges£ million(594)(422)
Exceptional taxation credit(1)
£ million186 31 
Tax rate including exceptional items%20.5 23.9(14)
Tax rate before exceptional items%23.0 22.5 
Profit attributable to parent company’s shareholders£ million3,734 3,249 15 
Basic earnings per sharepence164.9 140.2 18 
Basic earnings per share before exceptional itemspence163.5 151.9 
Recommended full year dividendpence80.00 76.18 
(1)    For further details on exceptional items see pages 65 and lack of law enforcement, undeveloped or biased legal systems, expropriation of assets, sovereign default, military conflicts, liquidity constraints, inflation, devaluation, price volatility and currency convertibility issues, as well as other legal and regulatory risks and uncertainties. Developments in emerging markets can affect Diageo’s ability to import or export products and to repatriate funds, as well as impact levels of consumer demand (for example, in duty-free outlets at airports or in on-trade premises in affected regions) and therefore Diageo’s levels of sales or profitability. Any of these factors may affect Diageo disproportionately or in a different manner from its competitors, depending on Diageo’s specific exposure to any particular emerging market, and could have a material adverse effect on Diageo’s business and financial results.

Diageo’s business, financial condition, cash flows and results of operations have been and may continue to be adversely affected by the Covid-19 pandemic, or by any other novel global public health threats or fear thereof
Covid-19 was declared a pandemic by the World Health Organization in March 2020. Since then, government responses and measures adopted by other regulatory bodies in response to the pandemic have caused and continue to cause business slowdowns as well as general economic instability and disruption to Diageo’s operations. While restrictions in most countries around the world have gradually eased, the longer-term impacts of the Covid-19 pandemic on Diageo's business and operations remain uncertain. It is possible that vaccinations and other preventative measures become less effective over time, particularly if new variants of the Covid-19 virus emerge, leading governments to impose new or additional restrictions, which may adversely affect its business and operations.

To date, the direct impacts on Diageo's business from the Covid-19 pandemic have included, but have not been limited to:
the closure of and/or other restrictions being placed upon on-trade channels such as bars, restaurants and other hospitality venues in a significant number of Diageo's markets globally as a result of government social distancing mandates and/or other factors, which have impacted the volume of Diageo's products sold via those channels;
temporary disruptions to Diageo's ability to operate certain of its production and other facilities due to regulatory restrictions or other factors, as well as the implementation of heightened safety protocols in all of Diageo's facilities and offices worldwide leading to restrictions to access, reductions in activity levels, employees of Diageo and its suppliers and distributors not being able to work at all or work as efficiently due to home working, illness, quarantines or other factors, as well as other additional costs;
wider disruptions to Diageo's supply chains and/or those of its suppliers, distributors and/or customers; and
the imposition of travel restrictions by numerous jurisdictions combined with public concern about travel resulting in significant declines in passenger numbers, particularly for air travel.218-219.

The impacts of the Covid-19 pandemic and related response measures worldwide, including the impacts described above, have had and may continue to have an adverse effect on global economic conditions, as well as on Diageo’s business, results of operations, cash flows and financial condition, with recovery expected to be dependent on the success of public health measures and the impact of economic policies. While most countries around the world have gradually scaled back their Covid-19 response measures, any additional impacts related to Covid-19 (including those related to any new variants of the Covid-19 virus that may emerge) may affect economic recovery, which could materially adversely impact global economic conditions. This could in turn lead to a further decline in discretionary spendingReported growth by consumers. In addition, a global outbreak of another novel public health threat, or fear of such an event, could result in a resurgence of government restrictions and regulations and result in any of the impacts described above.region

Diageo conducts impairment reviews as and when required in accordance with applicable accounting standards, to ensure that, among other things, intangible assets, including brands, are not carried at above their recoverable amounts. Although no material write-downs relating to the impacts of the Covid-19 pandemic were recognised during the fiscal year ended 30 June 2022, there remains a risk that material write-downs or impairments may occur during future periods as a result of the Covid-19 pandemic.
83


In addition, the impact of the Covid-19 pandemic on global economic conditions has impacted and may continue to impact the proper functioning of financial and capital markets, as well as foreign currency exchange rates, commodity and energy prices and interest rates. Responses to the Covid-19 pandemic may also result in both short-term and long-term changes to fiscal and tax policies in impacted jurisdictions, including increases in tax rates. A continuation or worsening of the levels of market disruption and volatility seen in the recent past, either as a result of the Covid-19 pandemic or of the emergence of any other new international public health threat, could have an adverse effect on Diageo’s ability to access, or costs of, capital or borrowings, its liquidity, its financial position, its adjusted net debt to EBITDA ratio, its ability to comply with any applicable financial covenants or its credit ratings.

Any of the foregoing developments may have a material adverse effect on Diageo’s business, financial condition, cash flows and results of operations. In addition, the impact of the Covid-19 pandemic, or any other future epidemics or pandemics, may also have the effect of heightening many of the risks described elsewhere within this annual report.

Diageo’s business may be adversely impacted by the effects of Russia’s invasion of Ukraine
In response to Russia’s invasion of Ukraine in early March 2022, Diageo temporarily halted shipments and sales of its products in Russia and Ukraine while focusing on supporting its employees in the region. In June 2022, Diageo restarted shipments of Diageo’s products to Western Ukraine through local distributor networks and made the decision to wind down its business operations in Russia. Diageo expects this winding-down process to take approximately 6 months, during which time Diageo will continue to focus on supporting its employees and providing them with enhanced redundancy terms, while ensuring compliance with local regulations.

The Diageo group has historically derived only a small proportion of its revenue from the distribution of its products within Russia and Ukraine. For the fiscal years ended 30 June 2022 and 30 June 2021, Diageo’s business in Russia contributed less than 1% of reported net sales and of reported operating profit. In addition, Diageo has never produced any of its products in Ukraine. However, Diageo’s business and operations may be adversely impacted as a result of the broader geopolitical and economic consequences of the invasion, including due to elevated geopolitical instability, additional trade restrictions (as well as any retaliatory actions taken by Russia in response to sanctions and other restrictive measures imposed against it), disruptions to global supply chains, increases in commodity and energy prices with flow-on global inflationary impacts, adverse impacts on markets and a downturn in the global economy.

Risks related to Diageo’s industry

Climate change, or legal, regulatory or market measures to address climate change or other environmental concerns, may negatively affect Diageo’s business or operations, and water scarcity or water quality issues could negatively impact Diageo’s production costs and capacity
Climate change is occurring around the world as a result of carbon dioxide and other greenhouse gases in the atmosphere having an adverse effect on global temperatures, weather patterns and the frequency and severity of extreme weather-related events and disasters. To the extent that weather patterns and climate change, or legal, regulatory or market measures enacted to address such climate change or other environmental concerns, have a negative effect on agricultural productivity in the various regions from which Diageo procures its raw materials, Diageo may be subject to decreased availability or increased prices for a number of raw materials that are necessary in the production of Diageo’s products, including wheat, maize, barley, sugar cane/molasses and vanilla, agave, rice, grapes, sorghum, and aniseed. Severe weather events or changes in the frequency or intensity of weather events could also disrupt Diageo’s supply chain, which may affect production operations as well as delivery of its products to customers. For example, a number of Diageo’s distilleries in Scotland are in lower coastal areas and, as a result, may suffer disruption due to coastal flooding and/or storms. Diageo also has production facilities in water stressed areas which may be at increased risk of water stress in the future as a result of climate change.

Water, which is the main ingredient in virtually all of Diageo’s products and a major component within its agricultural supply chain, is also a limited resource in many parts of the world. As demand for water continues to increase, and as water becomes scarcer and the quality of available water deteriorates, Diageo may be affected by increased production costs (including as a result of increases in certain water-related taxes or related regulations) or capacity constraints, which in turn could adversely affect Diageo’s business and financial results. A number of Diageo’s production sites are in water-stressed areas and may be exposed to potential disruption if demand for water exceeds the available amount during a certain period or if the poor quality of available water restricts its use.

In addition, a failure by Diageo to respond appropriately to increased governmental or public pressure for further reductions in greenhouse gas emissions and/or to address any other perceived environmental issues could damage Diageo's reputation. Increased governmental or public pressure for further reductions in greenhouse gas emissions may also cause Diageo to incur increased costs for energy, transportation and raw materials, as well as potentially require Diageo to make additional investments in facilities and
84


equipment, thus adversely impacting Diageo’s business and financial results. As governments and business take action to reduce or mitigate the effects of climate change, Diageo and its supply chain is expected to incur increased costs, including those associated with required improvements to energy usage in agriculture and glass manufacturing, land practices and competition for land from bio-crops, the rising cost of natural gas, rising worldwide carbon prices and the compliance and costs linked with packaging taxes. It is possible these costs increase beyond what is currently expected or that other categories of costs increase unexpectedly, either or both of which could have an impact on Diageo’s financial results.

Diageo is also required to report greenhouse gas emissions, energy usage data and related environmental information to a variety of entities, including complying with the European Union Emissions Trading Scheme. In addition, in March 2022 the US Securities and Exchange Commission announced proposed rules with respect to climate-related disclosures, including with respect to greenhouse gas emissions and certain climate- related financial statement metrics, which would apply to foreign private issuers listed on US national securities exchanges such as Diageo. Compliance with such reporting requirements (if they are adopted) or any similar requirements may be complex to comply with and Diageo may incur substantial costs as a result. If Diageo is unable to accurately measure and disclose required climate-related data in a timely manner, it could be subject to penalties in certain jurisdictions. In November 2020, Diageo announced its “Society 2030: Spirit of Progress” 10-year sustainability action plan, for contributing to the achievement of the UN Sustainable Development Goals. As part of this plan, Diageo is aiming to reach certain science-based carbon and water efficiency and replenishment targets. Diageo could suffer reputational damage and a loss of trust from consumers, investors and other stakeholders, and/or the price of Diageo’s securities could be adversely affected, if it fails to achieve any of these goals for any reason or is otherwise perceived to be failing to act responsibly with respect to the environment or to effectively respond to regulatory requirements concerning climate change.

Demand for Diageo’s products may be adversely affected by many factors, including disruptive market forces, changes in consumer preferences and tastes and the adverse impacts of declining economies
Diageo’s portfolio of brands includes some of the world’s leading beverage alcohol brands, as well as a number of brands that are prominent in certain regional and/or country-specific markets. Any inability by Diageo to respond and adapt either its products or its processes to disruptive market forces including e-commerce, digital, and new formats could impact Diageo’s ability to effectively service its customers and consumers with the required agility, thereby threatening market share, revenue, profitability and growth ambitions. While Diageo is focussed on expanding its digital platforms and effectively using technology in its supply chains, there is no guarantee that these efforts will help Diageo gain and/or maintain a competitive advantage over its peers.

Consumer preferences on a global, regional and/or local scale may shift due to a variety of factors, including changes in demographics, evolving social trends (including any shifts in consumer tastes towards at-home consumption occasions, premiumisation, small-batch craft alcohol, lower or no alcohol beverages, or other alternative products), changes in travel, holiday or leisure activity patterns, weather conditions, public health regulations and/or health and wellness concerns (including as a result of the Covid-19 pandemic), any or all of which may reduce consumers’ willingness to purchase beverage alcohol products from large producers such as Diageo or at all. The market share, profitability and growth ambitions of Diageo’s brands, as well as Diageo’s reputation more generally, could also be adversely affected by any failure by Diageo to service its customers and consumers with the required agility or to provide consistent, reliable quality in its products or in its service levels to customers.

Economic pressures in the markets Diageo serves may also reduce consumer demand for Diageo products. In particular, inflation, as measured by the consumer price index has recently increased in advanced and emerging market economies, including in Europe and the United States, driven mainly by supply chain issues (including input shortages, labour constrains, rising commodity prices and soaring shipping costs), excess demand for goods and services, and significant increases in energy prices. Rising costs of living could negatively impact the spending habits of consumers in various markets which Diageo serves and could cause consumers to choose products which have lower price points, including those of Diageo’s competitors. Changes in consumers’ spending habits due to rising inflation may therefore have an adverse effect on Diageo’s business and financial results.

In addition, the social acceptability of Diageo’s products may decline due to negative publicity surrounding, and/or public concerns about, alcohol consumption. Such anti-alcohol publicity or sentiment could also result in regulatory action, litigation or customer complaints against companies in the beverage alcohol industry and have an adverse effect on Diageo’s business and financial results.

Diageo’s business has historically benefitted from the launch of new to world products or variants of existing brands (with recent examples including the at-home Guinness microdraught dispenser or the Crown Royal's ready-to-drink hard whisky cocktails), and continuing product innovation and the creation of extensions to existing brands remain significant elements of Diageo’s growth plans. The launch and ongoing success of new to world products or global brand extensions is inherently uncertain, especially with respect to such products’ initial and continuing appeal to consumers. Similarly, brands that Diageo acquires may not deliver the expected benefits and/or may not scale as expected. The failure to successfully launch a new product or an extension of an existing brand, or to maintain the product’s initial popularity, can give rise to inventory write-offs and other costs, as well as negatively impact the consumer perception of and thus the growth of an existing brand. There can be no assurance of Diageo’s continuing
85


ability to develop and launch successful new products or variants of existing products, or to ensure or extend the profitable lifespan of its existing products.

Diageo is subject to tax uncertainties, including changes in tax obligations, tax laws, regulations and interpretations, as well as enforcement actions by tax authorities
Changes in the political and economic climate have resulted in an increased focus on tax collection in recent years, leading to greater uncertainty for multinational companies such as Diageo. In recent years, tax authorities have shown an increased appetite to challenge the methodology used by multinational enterprises, even where a company complies with international best practice guidelines. Changes in tax law (including tax rates), tax treaties, accounting policies and accounting standards, including as a result of the Organisation for Economic Co-Operation and Development’s review of base erosion and profit shifting and the European Union’s anti-tax abuse measures, combined with increased investments by governments in the digitisation of tax administration, could also result in increased levels of audit activity, investigations, litigation or other actions by relevant tax authorities. Diageo also operates in a large number of jurisdictions with complex tax and legislative regimes and whose related laws and regulations are open to subjective interpretation. These countries include Brazil and India, where Diageo is currently involved in a large number of tax cases, and Diageo may be subject to further future tax assessments in these jurisdictions based on the same or similar matters. Assessing the potential financial exposure arising from these cases in Brazil and India is particularly challenging due to the uncertain fiscal environment in these jurisdictions. Any such investigations, litigation or other actions may result in damages, penalties or fines as well as reputational damage to Diageo or its brands, and as a result, adversely impact Diageo’s business and financial results. For additional information with respect to legal proceedings, including potential tax liabilities in Brazil and India, see ‘Additional information for shareholders – Legal proceedings’ and note 19 to the consolidated financial statements.

Beverage alcohol products are also subject to national excise taxes, import duties, sales or value-added taxes and other types of direct and indirect taxes in most countries around the world, most of which are specific to individual jurisdictions. Increases in any such taxes, or the imposition of new taxes, could have a material adverse impact on Diageo’s revenue from sales or its margin, either through reducing the overall level of beverage alcohol consumption and/or by encouraging consumers to switch to lower-taxed categories of beverage alcohol.

In addition to the above, other significant changes in tax law, tax treaties, related accounting policies and accounting standards could also increase Diageo’s cost of doing business and lead to a rise in Diageo’s effective tax rate and/or unexpected tax exposures, thus adversely affecting Diageo’s business and financial results.

Any increases in the cost of production could affect Diageo’s profitability, including increases in the cost of commodities, labour and/or energy due to inflation

The components that Diageo uses for the production of its beverage alcohol products are largely commodities purchased from suppliers which are subject to price volatility caused by factors outside of Diageo’s control, including, inflation, changes in global and regional supply and demand, weather and/or agricultural conditions, fluctuations in relevant exchange rates and/or governmental controls. Fluctuations in the prices of various commodities, including energy prices, may result in unexpected increases in the cost of the raw materials Diageo uses in the production of its products, including the prices of the agricultural commodities, flavourings and other raw materials necessary for Diageo to produce its various beverages, as well as glass bottles and other packaging materials, thus increasing Diageo’s production costs. For example, recently there has been increased demand for and restricted supply of agave suitable for use in tequila which has driven a marked increase in the cost of agave and, as a result, has impacted Diageo’s margins.

Diageo may also be adversely affected by shortages of any such materials, by increases in energy costs resulting in higher transportation, freight or other related operating costs, by inflation in any of the jurisdictions in which it produces its products. Diageo may not be able to increase its prices or create sufficient efficiencies to offset these increased costs without suffering reduced volumes of products sold and/or decreased operating profit.

While Diageo continues to closely monitor its operating environment, it is possible that the ongoing volatility related to significant cost inflation along with a potential weakening of consumer spending power may have an adverse effect on Diageo’s business financial condition and results of operations.

Diageo is subject to litigation specifically directed at the beverage alcohol industry, as well as to other litigation
Diageo and other companies operating in the beverage alcohol industry are, from time to time, exposed to class action or other private or governmental litigation and claims relating to product liability, alcohol marketing, advertising or distribution practices, alcohol abuse problems or other health consequences arising from the excessive consumption of or other misuse of alcohol, including underage drinking. Diageo may also be subject to litigation arising from legacy and discontinued activities, as well as
86


other litigation in the ordinary course of its operations, including in connection with commercial disputes and the acquisition or disposal of businesses or other assets. Diageo is further subject to the risk of litigation, enforcement or other regulatory actions by tax, customs, competition, environmental, anti-corruption and other relevant regulatory authorities, including with respect to the methodology for assessing importation value, transfer pricing or compliance matters. Diageo’s listing in the United States may also expose it to a higher risk of securities-related class action suits, particularly following any significant decline in the price of Diageo’s securities. Any such litigation or other actions may be expensive to defend and result in damages, penalties or fines as well as reputational damage to Diageo or its brands, and/or impact the ability of management to focus on other business matters, and may adversely affect Diageo’s business and financial results. For additional information with respect to legal proceedings, including certain continuing litigation in India arising from Diageo’s acquisition of USL, see ‘Additional information for shareholders - Legal proceedings’ and note 19 to the consolidated financial statements.

Risks related to regulation

Regulatory decisions and changes in the legal, and regulatory environment could increase Diageo’s costs and liabilities or limit its business activities
Diageo’s operations are subject to extensive regulatory requirements relating to production, distribution, importation, marketing, advertising, sales, pricing, labelling, packaging, product liability, antitrust, labour, pensions, compliance and control systems, and environmental issues. Changes in any such applicable laws, regulations or governmental or regulatory policies and/or practices could cause Diageo to incur material additional costs or liabilities that could adversely affect its business. In particular, governmental bodies in jurisdictions where Diageo operates may impose new labelling, product or production requirements, limitations on the marketing, advertising and/or promotion activities used to market beverage alcohol, restrictions on retail outlets, restrictions on importation and distribution or other restrictions on the locations or occasions where beverage alcohol is sold which directly or indirectly limit the sales of Diageo products. Enforced closure of on-trade venues introduced in response to the Covid-19 pandemic, including in many of the markets in which Diageo operates, impacted the sale of Diageo’s products in such jurisdictions. While the general easing of restrictions across most of the world has seen a recovery for the on-trade in many regions, a re-introduction of any such measures in the future may have a further impact on the sale of Diageo's products, which in turn could adversely affect Diageo’s business and financial results. Regulatory authorities under whose laws Diageo operates may also have enforcement power that can subject the group to actions such as product recalls, product seizures or other sanctions which could have an adverse effect on Diageo’s sales or damage its reputation.

Diageo is also subject to antitrust and competition laws in many of the jurisdictions in which it operates. In a number of these jurisdictions, there has been an increase in the enforcement of these laws during recent years. Should this trend continue, this may, among other things, result in increased regulatory scrutiny of Diageo, potential reputational damage and/or increased costs related to compliance.
Diageo is required to comply with data privacy laws and regulations in many of the markets in which it operates. For example, Diageo is subject to the General Data Protection Regulation (“GDPR”) in the European Union, the United Kingdom General Data Protection Regulation (“UK GDPR”), data privacy legislation in the United States and the Personal Information Protection Law (“PIPL”) in China. Breach of any of these laws or regulations could lead to significant penalties (including, under the GDPR and the UK GDPR, a fine of up to 4% of annual global turnover), other types of government enforcement actions, private litigation and/or damage to Diageo’s reputation, as well as impact Diageo’s ability to deliver on its digital productivity and growth plans. With the introduction of new data privacy laws, such as the PIPL, there is also an increased cost relating to monitoring and compliance, which may have an adverse impact on Diageo’s business and financial performance.
In many of the markets in which Diageo operates, the overall legal and regulatory landscape has become more complex in recent years and changes to the regulatory environment in which Diageo operates could also cause Diageo to incur material additional costs or liabilities, which could adversely affect Diageo’s business and financial performance.

Defective internal controls could adversely affect Diageo’s financial reporting and management processes, as well as the accuracy of public disclosures
Diageo has in place internal control and risk management systems in relation to its financial reporting process and its process for the preparation of consolidated financial statements. In addition, management undertakes a review of the consolidated financial statements in order to ensure that the financial position and results of the group are appropriately reflected therein. Diageo is required by the laws of various jurisdictions to publicly disclose its financial results, as well as developments that could materially affect its financial results. Accurate disclosures provide investors and other market professionals with information to understand Diageo’s business. In addition, the reliability of financial reporting is important in ensuring that the business’ management and its results are based on reliable data.
Regulators routinely review the financial statements of listed companies such as Diageo for compliance with existing, new or revised accounting and regulatory requirements. Should Diageo be subject to an investigation into potential non-compliance with accounting and disclosure requirements or be found to have breached any such requirements, this may, among other things, lead to restatements of previously reported results, significant penalties, public censure and/or litigation. Any such regulatory action could adversely affect Diageo’s business and financial results, reputation and the price of Diageo’s securities. In addition, defective
87


internal controls could result in inaccuracies or lack of clarity in public disclosures and could result in a material misstatement of financial reporting. This could create market uncertainty regarding the reliability of the data presented and have an adverse impact on Diageo’s reputation and the price of Diageo’s securities.

Any failure by Diageo to comply with anti-corruption laws, anti-money laundering laws, economic sanctions laws, trade restrictions or similar laws or regulations, or any failure of Diageo’s related internal policies and procedures designed to comply with applicable law, may have a material adverse effect on Diageo’s business and financial results, Diageo's reputation and the price of Diageo' securities
Diageo produces and markets its products on a global scale, including in certain countries that, as a result of political and economic instability, a lack of well-developed legal systems and/or potentially corrupt business environments, have a higher level of corruption risk than other countries. There is increasing scrutiny and enforcement by regulators in many jurisdictions of anti-corruption laws, including pursuant to the US Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and certain jurisdictions’ equivalent local laws. Such enforcement has been enhanced by applicable regulations in the United States, which offer substantial financial rewards to whistleblowers for reporting information that leads to monetary fines.

If Diageo or any of its associates fails to comply with anti-corruption laws (including anti-bribery laws), anti-money laundering laws or with existing or new economic sanctions or trade restrictions imposed by the United States, the European Union or other national or international authorities that are applicable to Diageo or its associates, including any sanctions introduced in response to Russia's invasion of Ukraine, Diageo may be exposed to the costs associated with investigating potential misconduct as well as significant financial penalties and/or reputational damage.

While Diageo has implemented and maintains internal practices, procedures and controls designed to ensure compliance with anti-corruption laws, sanctions, trade restrictions or similar laws and regulations, and routinely conducts investigations, either at its own initiative or in response to requests from regulators in connection with compliance with such internal controls, there is no guarantee that such procedures will be effective in preventing compliance failures at Diageo or at third parties with whom Diageo maintains business relationships. In addition, any lack of an embedded business integrity culture and associated control framework in any market could increase the risk of non-compliance with relevant laws and regulations.

Any investigations and lawsuits, regardless of the ultimate outcome of the proceeding, are time consuming and expensive and can divert the time and effort of Diageo’s personnel, including senior management, from its business. Adverse publicity, legal and enforcement proceedings, and enhanced government scrutiny can also have a negative impact on Diageo’s reputation. To the extent that violations of anti-corruption, sanctions and/or trade restriction laws and regulations, and/or Diageo’s internal policies and procedures, are found, or if Diageo’s internal policies and procedures are found not to comply with applicable law, possible regulatory sanctions, fines and other penalties or consequences, including reputational damage, may also be material. For additional information with respect to legal proceedings, see ‘Additional information for shareholders – Legal proceedings’ and note 19 to the consolidated financial statements.

Risks related to Diageo’s business

Diageo may be adversely affected by cyber-attacks or other disruption to core business operations including manufacturing and supply, business service centres and/or information systems
Diageo relies on information technology (IT) systems, networks and services, including internet sites, data hosting and processing tools, hardware (including laptops and mobile devices), software, and technical platforms and applications, to process, store and transmit large amounts of data and to help it manage its business. Diageo uses its IT systems, networks and services for, among other key business functions, the hosting of its primary and brand-specific websites and its internal network and communications systems; supply and production planning, execution and shipping; the collection and storage of customer, consumer, investor relations and employee data; processing various types of transactions, including summarising and reporting its results of operations; the development and storage of strategic corporate plans; and ensuring compliance with various legal, regulatory and tax requirements.As with all large systems, Diageo’s IT systems, including those managed or hosted by third parties, could be subject to sophisticated cyber-attacks (including phishing and ransomware attacks) and IT threats by external or internal parties intent on disrupting production or other business processes or otherwise extracting or corrupting information. In recent years, ransomware attacks against some of Diageo’s peers have become more frequent, which has increased the likelihood of Diageo being targeted for a similar cyber-attack. Diageo’s vulnerability to such cyber-attacks could also be increased due to a significant proportion of its employees working remotely. Unauthorised access to Diageo’s IT systems could disrupt Diageo’s business, including its beverage alcohol and other production capabilities, and/or lead to theft, loss or misappropriation of critical assets or to outside parties having access to confidential or even highly confidential information, including privileged data, personal data or strategic information of Diageo and its current or former employees, customers and consumers. Such information could also be made public in a manner that harms Diageo’s reputation and financial results and, particularly in the case of personal data, could lead to regulators imposing significant fines on Diageo.
88



Diageo’s use of shared business services centres, located in Hungary, Colombia, the Philippines and India, to deliver transaction processing activities for markets and operational entities also means that any sustained disruption to a centre or issue impacting the reliability of the information systems used could impact a large portion of Diageo’s business operations. The captive shared business services centres in Hungary and India also perform certain central finance activities, including elements of financial planning and reporting, treasury and HR services.Any transitions of transaction processes to, from or within shared business services centres, as well as other projects which impact Diageo’s IT systems, could lead to business disruption.In addition, if Diageo does not allocate and properly manage the resources necessary to build, sustain and protect these centres or its wider IT systems, it could be subject to losses attributable to processing inefficiencies, the unexpected failure of computer systems, devices and software used by its IT platforms, production or supply chain disruptions, the unintended disclosure of sensitive business or personal data and the corruption or loss of accounting data necessary for it to produce accurate and timely financial reports. In certain circumstances, such disruptions or failures could also result in property damage, breaches of regulations, litigation, legal liabilities and reparation costs, thereby having a material adverse effect on Diageo’s business and financial results.

International and domestic security risks including terrorism and military conflicts, as well as natural hazards, also pose a threat to the safety of Diageo’s employees and third parties at its sites and events, as well as its property and products.Diageo operates production facilities around the world. If there was a technical failure, or a fire, explosion, flood or other significant event, at one or more of Diageo’s production facilities, this could result in significant damage to the facilities, plant or equipment, their surroundings and/or the local environment and/or injury or loss of life. Such an event could also lead to a loss of production capacity, result in regulatory action or legal liability, and/or damage Diageo’s reputation.

Diageo has a substantial inventory of aged product categories, including Scotch whisky, which may mature over periods of up to 30 years or more. A substantial portion of this maturing inventory is stored in Scotland, and the loss through contamination, fire or other natural disaster of all or a portion of the stock of any one of those aged product categories could result in a significant reduction in supply of those products, and consequently, Diageo would not be able to meet consumer demand for those products as such demand arises. There can be no assurance that insurance proceeds would cover the replacement value of Diageo’s maturing inventory or other assets in the event that such assets were lost due to contamination, fire or natural disasters, destruction resulting from negligence or the acts of third parties, or any failure of information systems or data infrastructure.

Contamination, counterfeiting or other events could harm the integrity of customer support for Diageo’s brands and adversely affect the sales of those brands
The success of Diageo’s brands depends upon the positive image that consumers have of those brands, and contamination, whether arising accidentally, or through deliberate third party action, or other events that harm the integrity of consumer support for those brands, could adversely affect their sales and Diageo’s corporate and brand reputation. Diageo purchases most of the raw materials for the production and packaging of its products from third party producers or on the open market. Diageo may be subject to liability if contaminants in those raw materials or defects in the distillation, fermentation or bottling process lead to reduced beverage quality or illness among, or injury to Diageo’s consumers, or if the products do not otherwise comply with applicable food safety regulations. Diageo has had to recall products in the past due to contamination or damage and may have to do so again in the future. A significant product liability judgement or a widespread product recall may cause harm to consumers and negatively impact sales and profitability of the affected brand or all of Diageo’s brands for a period of time depending on product availability, competitive reaction and consumer attitudes. Even if a product liability claim is unsuccessful or is not fully pursued, any resulting negative publicity could adversely affect Diageo’s reputation with existing and potential customers as well as its corporate and individual brand image.
Additionally, third parties sell products which are either counterfeit versions of Diageo brands or inferior brands that look like Diageo brands, and consumers of Diageo brands could confuse Diageo products with such counterfeit products. A negative consumer experience with such a product could cause them to refrain from purchasing Diageo brands in the future and impair Diageo’s brand equity, thus adversely affecting Diageo’s business. There is also a risk of physical threats to Diageo’s people due to the illicit nature of the type of organisations or individuals involved in counterfeit activities.

The value of Diageo’s brands and its net sales may be negatively affected by its failure to maintain its brand image and corporate reputation or adapt to a changing media environment
The value of Diageo’s brands and its profitability depends heavily on its ability to maintain its brand image and corporate reputation. Adverse publicity, whether or not justified, may tarnish Diageo’s reputation and cause consumers to purchase products offered by its competitors instead of by Diageo. Such adverse publicity could arise as a result of a perceived failure by Diageo to make adequate positive social contributions, including in relation to the level of taxes paid by Diageo, or by any failure of internal controls or compliance breaches leading to violations of Diageo’s Code of Business Conduct, Code of Ethics, its other key policies or the laws or regulations of the jurisdictions in which it operates. Diageo has also established and may continue to establish relationships with brand founders and/or other public figures to develop and promote its brands, and to establish brand equity,
89


history and authenticity with consumers. If certain such individuals were to stop promoting a Diageo brand or brands contrary to their agreements, Diageo’s business could be adversely affected.Negative claims or publicity involving Diageo, its culture and values, brands, or any of its key employees or brand endorsers could also damage Diageo’s brands and/or reputation, regardless of whether such claims are accurate, and may have a material adverse effect on Diageo’s business and financial results.
In addition, Diageo’s ability to maintain, extend, and expand its brand image depends on its ability to adapt to a rapidly changing media environment. Diageo maintains an online presence as part of its business operations, and increasingly relies on social media and online dissemination of advertising campaigns. Diageo’s reputation may suffer if it is perceived to fail to appropriately restrict access to its online content or if it breaches any marketing regulation, code or policy. In addition, the growing use of social and digital media increases the speed and extent that information or misinformation and opinions can be shared. Negative posts or comments about Diageo, its brands or its products on social or digital media, whether or not valid, could seriously damage Diageo’s brands and reputation.
Any failure to maintain, extend, and expand Diageo’s brand image or adapt to a changing media environment may have a material adverse effect on Diageo’s business and financial results and reputation, as well as the price of Diageo’s securities.

Diageo faces competition that may reduce its market share and margins
Diageo faces substantial competition from several international companies as well as regional and local companies (including craft breweries) in the countries in which it operates and competes with other drinks companies across a wide range of consumer drinking occasions. Within a number of categories, the beverage alcohol industry has been experiencing continuing consolidation among major global producers, as evidenced by business combinations of substantial value carried out by significant competitors in recent years. Consolidation is also taking place among Diageo’s customers in many countries. In addition, there has been a recent increase in competition for distribution channels, notably e-commerce channels. These trends may lead to stronger competitors, increased competitive pressure from customers, negative impacts on Diageo’s distribution network (including sub-optimal routes to customers and consumers), downward pressure on prices, predatory marketing tactics by Diageo’s competitors and/or a decline in Diageo’s market share in any of these categories. For example, expansion in the seltzer and ready to drink categories has increased competitive pressures across product categories and in certain markets (such as in the United States). Adverse developments in economic conditions or declines in demand or consumer spending may also result in intensified competition for market share, with potentially adverse effects on sales volumes and prices. Any of these factors may adversely affect Diageo’s results and potential for growth.

Diageo’s business may be adversely affected by increased costs for, or shortages of, talent, or by labour strikes or disputes
Diageo’s business could be adversely affected by labour or skill shortages or increased labour costs due to increased competition for employees, higher employee turnover or increased employee benefit costs. Diageo, its suppliers and/or its customers may also be adversely affected by staff unavailability due, in part, to disruptions in the labour force due to increase in employee resignations in various regions during the Covid-19 pandemic. This phenomenon of increased turnover in labour is particularly pronounced in the United States. As a result, competition for labour has increased and a shortage of labour has been noted in certain of the areas in which Diageo operates. There is no guarantee that Diageo will continue to be able to recruit, retain and develop personnel possessing the skill sets that it requires to deliver its strategy, for example in relation to sales, marketing and innovation capability within markets, or in its senior management. The loss of senior management or other key personnel or the inability to identify, attract and retain qualified personnel in the future could make it difficult to manage Diageo’s operations and adversely affect Diageo’s business and financial results. In addition, labour strikes, work stoppages or slowdowns within Diageo’s operations or those of Diageo’s suppliers could adversely impact Diageo.

Diageo may not be able to derive the expected benefits from its business strategies, including in relation to expansion in emerging markets, acquisitions, investments in joint ventures, productivity initiatives or inventory forecasting
There can be no assurance that Diageo’s business strategies will result in opportunities for growth and improved margins. Part of Diageo’s growth strategy includes expanding its business in certain emerging market countries where Diageo believes there are strong prospects for growth. There is no guarantee that this strategy will be successful, and some of these markets may represent a higher risk in terms of their changing regulatory environments and higher degrees of uncertainty over levels of consumer spending.

As part of its growth strategy, Diageo also made a number of acquisitions in recent years, and it is possible that Diageo may not be able to derive the expected benefits from these acquisitions and/or may experience unexpected integration challenges. In the future, Diageo’s business strategies will, almost certainly, give rise to further business combinations, acquisitions, disposals, joint ventures and/or partnerships (including any associated financing or the assumption of actual or potential liabilities, depending on the transaction contemplated). However, there can be no assurance that any such transaction would be completed and/or that it would deliver the anticipated benefits, cost savings or synergies. The success of any transaction also depends in part on Diageo’s ability to successfully integrate new businesses with its existing operations. Acquisitions may also expose Diageo to liabilities it may not be aware of at the time of the acquisition, for example if acquired companies and business do not act, or have not acted, in compliance with applicable laws and regulations. The historical issues in USL detailed in note 19 to the consolidated financial statements provide an example of integration and legal challenges.
VolumeNet salesMarketingOperating profit before exceptional itemsOperating profit
%EUm%£ million%£ million%£ million%£ million
North America(4)(2.4)11 663 13 160 10 235 6139 
Europe— 0.1 11 357 10 58 88 26226 
Asia Pacific(14)(13.4)11 316 11 56 27 194 (8)(38)
Latin America and Caribbean(3)(0.9)18 274 22 53 23 123 23123 
Africa(8)(3.0)17 (2)(4)(30)(95)(44)(139)
Corporate— — 63 34 58 (37)(88)(37)(88)
Diageo(7)(19.6)11 1,661 12 330 10 457 5223 

9044


Diageo may from time to time hold interests and investments in joint ventures and associated companies in which it has a non-controlling interest and may continue to do so. In these cases, Diageo may have limited influence over, and limited or no control of, the governance, performance and cost of operations of the joint ventures and associated companies. Some of these joint ventures and associated companies may represent significant investments, and these investee entities or other joint venture partners or equity holders may make business, financial or investment decisions contrary to Diageo's interests (including with respect to the distribution of profits and dividends) or may make decisions different from those that Diageo itself may have made.
To strengthen the resilience and agility of Diageo’s supply chain, Diageo has recently initiated a supply chain agility programme, expected to be implemented over the five years starting from the fiscal year ended 30 June 2023. There can be no assurance that this programme or other programmes designed to improve the effectiveness and efficiency of end-to-end operations, will deliver the expected benefits. Such programmes may also result in significant costs to Diageo or may have other adverse impacts on the business and operations of the group.

Certain of Diageo’s aged product categories may mature over decades, and forecasts of demand for such products in future periods are subject to significant uncertainty. There is an inherent risk of forecasting error in determining the quantity of maturing stock to lay down in a given year for future consumption as a result of changes in business strategy, market demand and unplanned shifts in consumer preferences, introductions of competing products and other changes in market conditions. Any forecasting error could lead to Diageo being unable to meet the objectives of its business strategy, future demand or lead to asurplus of inventory and consequent write- down in value of maturing stocks. If Diageo is unable to accurately forecast demand for its products or efficiently manage its inventory, this may have a material adverse effect on Diageo’s business and financial results.

Diageo may incur significant cost in connection with attempting to achieve its environmental, societal and governance (ESG) ambitions, and may be subject to increased scrutiny and reputational risk if it is unable to make sufficient progress or achieve its objectives
Diageo has articulated certain ESG ambitions as part of its ‘Society 2030: Spirit of Progress’ targets and is undertaking a number of strategic and operational initiatives in order to achieve those ambitions. In addition, from time to time, Diageo may introduce new initiatives in the future to make progress against those targets, as well as to address other ESG-related issues that arise. Diageo expects to incur significant costs and investment in connection with any such initiatives (including those related to human resources, technology, capital projects and operations), and as a result of compliance with new laws, regulations, reporting frameworks and industry practices. Consistent with many companies across the alcohol beverage industry, Diageo expects that future innovations and technological improvement will be required in order to achieve and sustain its ESG-related ambitions. Furthermore, Diageo’s own current expectations with respect to its expected pathway to achieve its Society 2030 ambitions (including achieving “net zero”) are subject to change as underlying assumptions and its own operations change over time, including as a result of new information, changed expectations and innovation. In the event that Diageo is unable to make sufficient progress in a timely manner or achieve its ESG-related ambitions, it may be subject to additional scrutiny and criticism, and may face regulatory censure and/or fine. The occurrence of any of these events may have material adverse impact on Diageo’s financial condition, results of operations, reputation and/or the price of Diageo’s securities.

Diageo’s operations and financial results may be adversely affected by fluctuations in exchange rates and fluctuations in interest rates
Diageo is engaged in an international business that operates in, and makes sales into, countries with different currencies, while its financial results are presented in sterling. As a result, Diageo is subject to foreign currency risk due to exchange rate movements, which affect the sterling value of its transactions, as well as the translation to sterling of the results and underlying net assets of its operations. In particular, approximately 42% of Diageo’s net sales in the year ended 30 June 2022 were in US dollars, approximately 10% were in euros and approximately 8% were in sterling. Movements in exchange rates used to translate foreign currencies into sterling may have a significant impact on Diageo’s reported results of operations from year to year. For example, the hyperinflationary environment in Turkey has significantly weakened the Turkish lira, which has had an unfavourable impact on Diageo's sales during the fiscal year ended 30 June 2022. Exchange rate fluctuations may also expose Diageo to increased interest expense on borrowings denominated in currencies which appreciate against the sterling. As a result, Diageo’s business and financial results may be adversely affected by fluctuations in exchange rates.

In addition, Diageo may be adversely impacted by fluctuations in interest rates, mainly through increased interest expense. Accommodative monetary policy has generally made borrowing less expensive in the markets in which Diageo operates in recent years. However, the global economy has recently experienced high levels of inflation, while benchmark interest rates, such as the UK base rate, have begun to rise. Such inflationary pressures stem from and are compounded by ongoing disruptions in the global supply chain due to geopolitical tensions, including the conflict in Ukraine, rising energy prices (particularly for oil and gas) and Covid-19. Supply chain disruptions are expected to continue in the markets which Diageo operates in and may worsen in the near term. As a result, the availability and prices of inputs available to Diageo from its first- and second-tier suppliers are expected to be volatile and inflationary pressures more broadly are expected to persist. As a result, market expectations are currently that benchmark interests rates could begin to rise further and faster than had been anticipated previously and may be accompanied by
91


other measures to reverse accommodative policy, such as quantitative tightening. Sharp increases and/or unexpected moves in interest rates due to any of the foregoing factors could have macroeconomic effects that materially adversely affect Diageo’s business and its financial results. In particular, rising interest rates could lead to a material increase in Diageo’s funding costs. In addition, if there is an extended period of constrain in the capital markets and, at the same time, cash flows from Diageo’s business are under pressure, Diageo’s ability to fund its long-term strategies may be materially adversely impacted.

Diageo’s operations and financial results may be adversely affected by movements in the value of assets and liabilities related to its pension plans
Diageo operates a number of pension plans throughout the world, which vary in accordance with local conditions and practices. The majority of these pension plans are defined benefit plans and are funded by payments to separately administered trusts or insurance companies. The ability of these pension plans to meet their pension obligations may be affected by, among other things, the performance of assets owned by these pension plans, the liabilities in connection with the pension plans, the underlying actuarial assumptions used to calculate the surplus or deficit in the plans, in particular the discount rate and long-term inflation rates used to calculate the liabilities of the pension funds, and any changes in applicable laws and regulations. If there are significant declines in financial markets and/or deterioration in the value of fund assets or changes in discount rates or inflation rates, Diageo may need to make substantial contributions to these pension funds in the future.

Furthermore, if the market values of the assets held by Diageo’s pension funds decline, the valuations of assets by the pension trustees decline or the valuation of liabilities in connection with pension plans increase, pension expenses may increase which, as a result, could materially adversely affect Diageo’s financial position. There is no assurance that interest rates or inflation rates will remain constant, that pension fund assets can earn the assumed rate of return annually or that the value of liabilities will not fluctuate significantly. Diageo’s actual experience may also be significantly more negative than the assumptions used.

Diageo’s operations may be adversely affected by failure to maintain or renegotiate distribution, supply, manufacturing or licence agreements on favourable terms
Diageo’s business has a number of distribution, supply, manufacturing or licence agreements for brands owned by it or by other companies. These agreements vary depending on the particular brand, but tend to be for a fixed number of years. There can be no assurance that Diageo will be able to renegotiate its rights on favourable terms when these agreements expire or that they will not be terminated. Failure to renew these agreements on favourable terms, or any disputes with distributors of Diageo’s products or suppliers of raw materials, could have an adverse impact on Diageo’s business and financial results.

Diageo may not be able to protect its intellectual property rights
Given the importance of brand recognition to its business, Diageo has invested considerable effort in protecting its intellectual property rights, including trademark registration and domain names. Diageo’s patents cover some of its process technology, including some aspects of its bottle marking technology. Diageo also uses security measures and agreements to protect its confidential information and trade secrets. However, Diageo cannot be certain that the steps it has taken will be sufficient or that third parties will not infringe on or misappropriate its intellectual property rights in its brands or products or, indeed, that Diageo will not inadvertently infringe a third party’s intellectual property rights.Moreover, some of the countries in which Diageo operates offer less intellectual property protection than Europe or North America. Given the attractiveness of Diageo’s brands to consumers, it is not uncommon for counterfeit products to be manufactured and traded in certain jurisdictions. Diageo cannot be certain that the steps it takes to assist the authorities to prevent, detect and eliminate counterfeit products will be effective in preventing material loss of profits or erosion of brand equity resulting from lower quality or even dangerous counterfeit product reaching the market. If Diageo is unable to protect its intellectual property rights against infringement or misappropriation, this could materially harm its future financial results and ability to develop its business.

Risks related to Diageo’s securities

It may be difficult to effect service of US process and enforce US legal process against Diageo and its directors
Diageo is a public limited company incorporated under the laws of England and Wales. The majority of Diageo’s directors and officers, and some of the experts named in this document, reside outside of the United States. A substantial portion of Diageo’s assets, and all or a substantial portion of the assets of such persons, are located outside of the United States. Therefore, it may not be possible to effect service of process within the United States upon Diageo or these persons in order to enforce judgments of US courts against Diageo or these persons based on the civil liability provisions of US federal securities laws. There is also doubt as to the enforceability in England and Wales, in original actions or in actions for enforcement of judgments of US courts, of civil liabilities solely based on the US federal securities laws. In addition, punitive damages in actions brought in the United States or elsewhere may be unenforceable in England and Wales.
92

Business review
Operating results 2022 compared with 2021

Group financial review
Reported net sales increased 21.4% driven by organic growth.
Reported operating profit was up 18.2% driven by growth in organic operating profit, partially offset by the negative impact of exceptional operating items.
Organic results improved with volume growth of 10.3%
Organic net sales growth1 of 21.4%
Organic operating profit(1) grew 26.3%
Net cash from operating activities was £3.9 bn
Free cash flow1 was £2.8 bn
Basic eps of 140.2p was up 23.2%
Eps before exceptional items1 increased 29.3% to 151.9 pence
(1) See definitions and reconciliation of non-GAAP measures to GAAP measures on pages 133-144

Summary financial information20222021
VolumeEUm263.0 238.4 
Net sales£ million15,452 12,733 
Marketing£ million2,721 2,163 
Operating profit before exceptional items£ million4,797 3,746 
Exceptional operating items(1)
£ million(388)(15)
Operating profit£ million4,409 3,731 
Share of associate and joint venture profit after tax£ million417 334 
Non-operating exceptional items(1)
£ million(17)14 
Net finance charges£ million(422)(373)
Exceptional taxation credit/(charge)(1)
£ million31 (84)
Tax rate including exceptional items%23.9 24.5 
Tax rate before exceptional items%22.5 22.2 
Profit attributable to parent company’s shareholders£ million3,249 2,660 
Basic earnings per sharepence140.2 113.8 
Basic earnings per share before exceptional itemspence151.9 117.5 
Recommended full year dividendpence76.18 72.55 
(1)    For further details of exceptional items, see pages 101-102.
deo-20220630_g54.jpgdeo-20220630_g55.jpgdeo-20220630_g56.jpgdeo-20220630_g57.jpg
North AmericaEuropeAsia PacificAfricaLatin America and Caribbean

1. Excluding corporate net sales of £54 million (2021 - £20 million).
2. Excluding net corporate cost of £238 million (2021 - £208 million).
3. Excluding exceptional operating charges of £388 million (2021 - £15 million) and net corporate operating costs of £238 million (2021 - £208 million).


93

Business review (continued)
Reported growth by regionVolume
%
Net sales
%
Marketing
%
Operating profit before exceptional items
%
Operating profit1
%
North America17 28 10 10 
Europe20 26 22 60 40 
Asia Pacific16 17 17 (23)
Africa12 19 18 84 84 
Latin America and Caribbean17 46 51 78 78 
Diageo - reported growth by region1
10 21 26 28 18 
Organic growth by regionVolume
%
Net sales
%
Marketing
%
Operating profit before exceptional items
%
North America14 24 
Europe20 30 26 64 
Asia Pacific13 16 16 16 
Africa17 22 22 79 
Latin America and Caribbean43 49 70 
Diageo - organic growth by region1
10 21 25 26 
Organic growth by region
VolumeNet salesMarketingOperating profit before exceptional items
%EUm%£ million%£ million%£ million
North America(5)(2.5)— 11 22 (2)(57)
Europe— 0.1 11 347 42 11 103 
Asia Pacific3.9 13 353 46 29 200 
Latin America and Caribbean(3)(0.9)142 14 34 12 62 
Africa(7)(2.4)83 12 37 
Corporate— — 61 33 36 (9)(24)
Diageo(1)(1.8)6 969 6 152 7 321 
(1)     Includes Corporate. In the year ended 30 June 2022, corporate net sales were £54 million (2021 - £20 million). Net corporate operating costs were £238 million (2021 - £208 million).
Fiscal 19 to fiscal 23 growth
Reported net sales growth %(1)
Net sales growth on a constant basis %(1)
Organic volume CAGR %(2)
Organic net sales CAGR %(2)
North America52 41 
Europe21 30 
Asia Pacific19 24 
Latin America and Caribbean59 62 15 
Africa30 
Corporate66 62 — 14 
Diageo33 35 2 8 


See page
280 for explanation and reconciliation of non-GAAP measures
(1) For further details on fiscal 19 to fiscal 23 growth on a constant basis see pages 282-284.
(2)    Fiscal 19 to fiscal 23 CAGR indicative. Calculated by applying each year’s individual organic growth rates
9445

Business review (continued)
Key performance indicators

Net sales (£ million)
Reported net sales grew 21.4%10.7%
Organic net sales grew 21.4%6.5%
Reported net sales grew 21.4%10.7%, driven by strong organic growth. An unfavourablegrowth and favourable foreign exchange impact was partially offset by a hyperinflation adjustment in respect of Turkey.impacts.

Organic net sales growth of 21.4%6.5% reflects organic volume growth of 10.3% and 11.17.3 percentage points of positive price/mix. Allmix and a decline in organic volume of 0.8%. Four out of five regions delivered growth, despite lapping strong double-digit growth reflectingat the continued recovery of the on-trade channel, resilient consumer demandgroup level in the off-trade channel and market share gains. Growth was underpinned by favourable industry trends of spirits taking share of total beverage alcohol and premiumisation(1).
fiscal 22. Price/mix drove 11.1 percentage points of growth, reflecting positive mix and mid-single digit price growth from price increases across all regions.
Positive mix was driven by strong growth of our super-premium-plus brands, particularly scotch, tequilaprice increases and Chinese white spirits. It also reflects continued recovery of the on-trade channel in North America and Europe and the partial recovery of Travel Retail, partially offset by negative market mix due to the increased contribution to net sales from India.premiumisation.

Organic movement
                           kpimark.jpg                                                                       
(i
deo-20220630_g59.jpg11544872093697
(1)    IWSR, 2021.
(2)    Exchange rate movements reflect the adjustment to recalculate the reported results as if they had been generated at the prior period weighted average exchange rates.
(2)    See pages 213-214 and 282-284 for details of hyperinflation adjustment.


Operating profit (£ million)
Reported operating profit grew 5.1%
Organic operating profit grew 7.0%
Reported operating profit grew 5.1%, mainly driven by growth in organic operating profit and positive impacts from exchange rate movements. These favourable items were largely offset by the negative impact of exceptional operating items, primarily non-cash impairments related to India and the supply chain agility programme.

Organic operating profit grew 7.0%, ahead of organic net sales growth, driven by growth across all regions except North America.
11544872094445
(1)    For further details on exceptional operating items see pages 65 and 219-220.
(2)    Fair value remeasurements. For further details see page 65.
(3)    See pages 134 213-214 and 225-226 282-284 for details of hyperinflation adjustment.




9546

Business review (continued)
Operating profit (£ million)
Reported operating profit grew 18.2%
Organic operating profit grew 26.3%
Reported operating profit increased 18.2%, primarily driven by growth in organic operating profit. This was partially offset by the negative impact of exceptional operating items, which were mainly due to non-cash impairments related to India and Russia.
Organic operating profit grew 26.3%, ahead of organic net sales growth, driven by growth across all regions.
deo-20220630_g60.jpg
(1)    For further details on exceptional operating items see pages 101-102.
(2)    Fair value remeasurements. For further details see page 102.
(3)    See pages 134 and 225-226 for details of hyperinflation adjustment.


Operating margin (%)
Reported operating margin decreased 77bpsdeclined by 147bps
Organic operating margin increased 121expanded by 15 bps

Reported operating margin decreased 77bps,declined by 147bps, with organic operating margin expansion more than offset by exceptional operating items, negative impact of £388 million, primarily due to non-cash impairments related to Indiaforeign exchange, acquisitions, disposals and Russia.other items.

Organic operating margin increased 121bps,expanded by 15bps, reflecting a strong recovery in gross margin and leverage on operating costs, while increasing marketing investment.disciplined cost management despite inflation. Strong operating margin expansion in Asia Pacific, Africa and Latin America and Caribbean Europe and Africa was partially offset by a declinedeclines in North America.America and Europe.
Organic gross margin increased 112bps,declined by 97bps, primarily driven by positive mix from premiumisation and the recovery of the on-trade channel. It also benefitted from improved fixed cost absorption from volume growth.pressures. Price increases and supply productivity savings more than offset the absolute impact of cost inflation, and mostly offset the adverse impact on gross margin.inflation.

Organic movement
121 bps15bps
     kpimark.jpg
deo-20220630_g61.jpg76965813948748
(1)    Operating margin in waterfall is rounded to nearest decimal place.

(1)(2)    For further details on exceptional operating items see pages 101-10265 and 233-236.219-220.
(2)(3)    Fair value remeasurements and hyperinflation adjustment. For further details on fair value remeasurements see page 102.65. See page 134pages 213-214 and 225-226282-284 for details of hyperinflation adjustment.





96
47

Business review (continued)


Basic earnings per share (pence)
Basic eps increased 23.2%17.6% from 113.8140.2 pence to 140.2164.9 pence
Basic eps before exceptional items(1) increased 29.3%7.6% from 117.5151.9 pence to 151.9163.5 pence


Basic eps increased 26.424.7 pence, primarilymainly driven by organic operating profit growth and exceptional items, partially offset by increased finance charges and higher tax and exceptional items, primarily due to non-cash impairment charges related to India and Russiatax.

Basic eps before exceptional items increased 34.411.6 pence.
(ideo-20220630_g62.jpg11544872094830


(1)    See page 133-134280 for explanation of the calculation and use of non-GAAP measures.
(2)    For further details on exceptional items see pages 101-10265 and 233-236.219-220.
(3)    Includes finance charges net of tax.
(4)    Excludes finance charges related to acquisitions, disposals, share buybacks and includes finance charges related to hyperinflation adjustments (2022 – £(36) million; 2021 - £(6) million).adjustments.
(5)    Excludes tax related to acquisitions, disposals and share buybacks.
(6)    Fair value remeasurements. For further details see page 102.65.
(7)    Operating profit hyperinflation adjustment movement was £10£12 million compared to fiscal 21 (202222 (F23 – £22 million; F22 – £10 million; fiscal 2021 – £nil)million).


9748

Business review (continued)
Net cash from operating activities and free cash flow (£ million)

Generated £3,935£3,024 million net cash from operating activities(1) and £2,783£1,800 million free cash flow.flow
Net cash from operating activities was £3,935£3,024 million, an increasea decrease of £281£911 million compared to fiscal 21.22. Free cash flow decreaseddeclined by £254£983 million to £2,783£1,800 million.

Free cash flow decreaseddeclined as strong growth in operating profit wasand favourable foreign exchange impacts were more than offset by the impact of lapping an exceptionally stronghigher year-on-year working capital benefit in fiscal 21, increased capex investment, lower dividends from joint ventures and associates and higher cash tax paid.
The working capital benefit in fiscal 21 was due to a large increase in creditors as operating performance recovered during the year, following reduced volumes and cost control measures in the second half of fiscal 20.
Increased capex reflects investment in production capacity, sustainability, digital capabilities and consumer experiences, including projects delayed in fiscal 21 due to Covid-19.
The negative cash flow impact from ‘other’ items was due to lapping a delayed dividend payment of £82 million from Moët Hennessy, which was received in fiscal 21 for the year ended December 2019.
The increase in cashoutflows, tax payments, primarily reflects higher tax on increased earnings.interest paid and capital investment.

deo-20220630_g63.jpgThe higher year-on-year working capital outflow was primarily driven by normalisation of creditors relative to fiscal 22 as our growth rate moderated in fiscal 23.

The additional tax payments were the result of increased profit impacting tax instalments and higher balancing payments. The increase in interest paid reflects the higher interest rate environment globally.

11544872091729

(1)    Net cash from operating activities excludes net capex (2022(2023£(1,080)£(1,167) million; 20212022£(613)£(1,080) million) and movements in loans and other investments.
(2)    Exchange on operating profit before exceptional items.
(3)    Operating profit excludes exchange, depreciation and amortisation, post employment charges of £(53)£36 million and other non-cash items.
(4)    Working capital movement includes maturing inventory.
(5)    Other items include dividends received from associates and joint ventures, movements in loans and other investments and post employment payments.

9849

Business review (continued)
Return on average invested capital (%)(1)
ROIC increased 331bpsdecreased (50)bps
ROIC decreased (50)bps, mainly driven by increased 331bps, driven mainlycapex, maturing stock investment and continued portfolio optimisation through acquisitions and disposals. The decline was partially offset by higher organic operating profit growth, partially offset bynet of higher tax.
deo-20220630_g64.jpg11544872091800
(1)    ROIC calculation excludes exceptional operating items from operating profit. For further details on ROIC see page 141. 288.



99

Business review (continued)
Income statement
 30 June 2021
£ million
Exchange
(a)
£ million
Acquisitions
and  disposals
(b)
£ million
Organic
movement(1)

£ million
Fair value remeasurement
(d)
£ million
Hyperinflation(1)
£ million
30 June 2022
£ million
Sales19,153 (838)38 3,567  528 22,448 
Excise duties(6,420)617 (3)(851) (339)(6,996)
Net sales12,733 (221)35 2,716  189 15,452 
Cost of sales(5,038)127 (22)(901)(5)(134)(5,973)
Gross profit7,695 (94)13 1,815 (5)55 9,479 
Marketing(2,163)15 (25)(532)1 (17)(2,721)
Other operating items(1,786)47 (4)(288)98 (28)(1,961)
Operating profit before exceptional items3,746 (32)(16)995 94 10 4,797 
Exceptional operating items (c)(15)(388)
Operating profit3,731 4,409 
Non-operating items (c)14 (17)
Net finance charges(373)(422)
Share of after tax results of associates and joint ventures334 417 
Profit before taxation3,706 4,387 
Taxation (e)(907)(1,049)
Profit for the year2,799 3,338 

(1)     For the definition of organic movement and hyperinflation see page 133-134.


(a) Exchange
The impact of movements in exchange rates on reported figures for net sales and operating profit was principally in respect of the translation exchange impact of the strengthening of sterling against the euro and the Turkish lira, partially offset by weakening of sterling against the US dollar.
The effect of movements in exchange rates and other movements on profit before exceptional items and taxation for the year ended 30 June 2022 is set out in the table below.
Gains/
(losses)
£ million
Translation impact(37)
Transaction impact5
Operating profit before exceptional items(32)
Net finance charges – translation impact4
Net finance charges – transaction impact(3)
Net finance charges1
Associates – translation impact(19)
Profit before exceptional items and taxation(50)

 Year ended 30 June 2022Year ended 30 June 2021
Exchange rates
Translation £1 =$1.33 $1.35 
Transaction £1 =$1.29 $1.34 
Translation £1 =€1.18 €1.13 
Transaction £1 =€1.15 €1.14 

100

Business review (continued)
(b) Acquisitions and disposals
The acquisitions and disposals movement was primarily attributable to the disposal of the Picon brand and Meta Abo Brewery Share Company (Meta Abo Brewery) in the year ended 30 June 2022 and to the impact of prior year's acquisitions.

See note 8 for further details.

(c) Exceptional items
Exceptional operating items in the year ended 30 June 2022 were £388 million loss before tax (2021 £15 million).

In the year ended 30 June 2022, an impairment charge of £336 million was recognised in exceptional operating items in respect of the McDowell's No.1 brand (£240 million), Bell's brand (£77 million) and Smirnov related goodwill (£19 million).
For further information, see note 9 (d).
In March 2022, a decision was taken to suspend exporting to and selling in Russia and on 28 June 2022, Diageo decided that it would wind down its operations in Russia over the following six months. Losses of £50 million directly attributable to the wind down primarily include provisions for onerous contracts (£14 million) and redundancies (£13 million). Total impact of winding down operations in Russia resulted in a loss of £146 million, including impairment of the Bell’s brand (£77 million), Smirnov related goodwill (£19 million), and directly attributable items.
An exceptional charge of $3 million (£2 million) (2021 – £5 million) was recognised as part of the 'Raising the Bar' programme, in addition to the commitment of $100 million (£81 million) announced in the year ended 30 June 2020. The additional charge represents the re-investment of corporate tax benefit in the fund in certain markets, where a corporate tax deduction is available, and was recognised as an exceptional operating item, consistent with the initial commitment. Diageo also provided other forms of support to help our communities and the industry, which amounted to £8 million in the year ended 30 June 2020.
In the year ended 30 June 2021, an additional provision of £15 million was recorded as an exceptional item in respect of ongoing litigation in Turkey, bringing the provision’s balance to £23 million following a settlement of £1 million during that year.
On 20 November 2020, the High Court of Justice of England and Wales issued a ruling that requires pension schemes to equalise pension benefits for men and women for the calculation of their guaranteed minimum pension liability (GMP) on historic transfers out, which resulted in an additional liability of £5 million in the year ended 30 June 2021. The corresponding expense was recognised as an exceptional operating item consistently with the charge in relation to the initial GMP ruling.
In the year ended 30 June 2021, an inventory provision of £7 million was released in respect of obsolete inventories that had earlier been expected to be returned and destroyed as a direct consequence of the Covid-19 pandemic, resulting in an exceptional gain. The provision release was recognised as an exceptional operating item consistently with the original charge in the year ended 30 June 2020.
In the year ended 30 June 2021, an additional gain of $4 million(£3 million) was recognised in exceptional operating items for excess receipts in respect of substitution drawback claims that had been filed and were to be filed with the US Government in relation to prior years. The changes in estimates were recognised as an exceptional operating item consistently with the initial income of £83 million in the year ended 30 June 2020.

Non-operating items in the year ended 30 June 2022 were £17 million loss before tax (2021 £14 million gain).
On 25 April 2022, Diageo completed the sale of its Ethiopian subsidiary, Meta Abo Brewery Share Company. A loss of £95 million was recognised as a non-operating item attributable to the sale, including cumulative translation losses in the amount of £63 million recycled to the income statement.
On 25 March 2022, Diageo agreed to the sale of its Windsor business in Korea. At 30 June 2022, assets and liabilities attributable to Windsor business were classified as held for sale and were measured at the lower of their cost and fair value less cost of disposal. In the year ended 30 June 2022, a loss of £19 million was recognised as a non-operating item, mainly in relation to transaction and other costs directly attributable to the prospective sale of the business. At 30 June 2022, cumulative translation gains recognised in exchange reserves were £141 million which will be recycled to the income statement on completion of the transaction, in the year ending 30 June 2023.
On 10 May 2022, Diageo sold its Picon brand. The sale resulted in an exceptional non-operating gain of £91 million, net of disposal costs. Disposal costs relating to the transaction amounted to £9 million.
In the year ended 30 June 2022, ZAR 133 million (£6 million) of deferred consideration was paid to Diageo in respect of the sale of United National Breweries, the full amount of which represented a non-operating gain (2021 – a gain of £10 million).
Certain subsidiaries of United Spirits Limited (USL) were sold in the year ended 30 June 2021. The sale of these subsidiaries resulted in an exceptional gain of £3 million.
101

Business review (continued)
In the year ended 30 June 2021, the group reversed £1 million from provisions in relation to the sale of a portfolio of 19 brands to Sazerac on 20 December 2018.

See page 101 for the definition of exceptional items.

(d) Fair value remeasurement
The adjustment to cost of sales reflects the elimination of fair value changes for biological assets in respect of growing agave plants of £5 million loss for the year ended 30 June 2022. The adjustments to marketing and other operating expenses were the elimination of fair value changes to contingent consideration liabilities and earn out arrangements in respect of prior year acquisitions of £65 million gain for the year ended 30 June 2022 and £34 million loss for the year ended 30 June 2021.

(e) Taxation
The reported tax rate for the year ended 30 June 2022 was 23.9% compared with 24.5% for the year ended 30 June 2021.

The reported tax charge for the year ended 30 June 2022 included an exceptional tax credit of £31 million, mainly comprising exceptional tax credits on the impairment of the McDowell's and Bell's brands of £35 million and £20 million, respectively, offset by a £23 million exceptional tax charge in respect of the gain on the sale of the Picon brand and a further £3 million tax charge in respect of winding down operations in Russia.
On 24 May 2021, legislation was substantively enacted in the UK to increase the corporate tax rate to 25% with effect from 1 April 2023. As a result of the change, an exceptional tax charge of £46 million was recognised for the year ended 30 June 2021 in relation to the remeasurement of deferred tax assets and liabilities. In addition, there was a one-off charge of £48 million to other comprehensive income and equity, mainly in respect of the remeasurement of the deferred tax liabilities on post employment assets.

On 15 December 2020, legislation was substantively enacted in the Netherlands to maintain the headline corporate tax rate at 25%, reversing a previously enacted reduction in the corporate tax rate to 21.7% from 2021. As a result of the change, an exceptional tax charge of £42 million was recognised for the year ended 30 June 2021 in relation to the remeasurement of deferred tax liabilities.

The tax rate before exceptional items for the year ended 30 June 2022 was 22.5% compared with 22.2% for the year ended 30 June 2021.

We expect the tax rate before exceptional items for the year ending 30 June 2023 to be in the range of 22%-24%.

(f) Dividend
The group aims to increase the dividend each year. The decision in respect of the dividend is made with reference to the dividend cover as well as current performance trends, including sales and profit after tax together with cash generation. Diageo targets dividend cover (the ratio of basic earnings per share before exceptional items to dividend per share) within the range of 1.8-2.2 times. For the year ended 30 June 2022 dividend cover is 2.0 times. The recommended final dividend for the year ended 30 June 2022, to be put to the shareholders for approval at the Annual General Meeting is 46.82 pence, an increase of 5% on the prior year final dividend. This brings the full year dividend to 76.18 pence per share, an increase of 5% on the prior year. The group will keep future returns of capital, including dividends, under review through the year ending 30 June 2023 to ensure Diageo’s capital is allocated in the best way to maximise value for the business and stakeholders.
Subject to approval by shareholders, the final dividend will be paid to holders of ordinary shares and US ADRs on register as of 26 August 2022. The ex-dividend date both for holders of ordinary shares and for US ADR holders is 25 August 2022. The final dividend, once approved by shareholders, will be paid to holders of ordinary shares on 20 October 2022 and payment to US ADR holders will be made on 25 October 2022. A dividend reinvestment plan is available to holders of ordinary shares in respect of the final dividend and the plan notice date is 23 September 2022.

102

Business review (continued)
(g) Return of capital

Diageo’s current return of capital programme, initially approved by the Board on 25 July 2019, seeks to return up to £4.5 billion to shareholders and is expected to be completed by 30 June 2023. Under the first two phases of the programme, which ended on 31 January 2020 and 11 February 2022 respectively, the company returned capital to shareholders via share buyback, at a cost, excluding transaction costs, of £2.25 billion. On 21 February 2022, the company announced the third phase of the programme with a value of up to £1.7 billion returned to shareholders, via share buybacks, to be completed no later than 5 October 2022. At 30 June 2022, £1.4 billion had been completed as part of the third phase. The remaining £0.9 billion of the programme is expected to be completed by 30 June 2023.
In the year ended 30 June 2022, the company purchased 61 million ordinary shares at a cost of £2,284 million (including transactions costs of £16 million). All shares purchased under the share buyback programme were cancelled. A financial liability of £117 million was established at 30 June 2022, representing the 3.3 million shares that were expected to be purchased by 28 July 2022.

103

Business review (continued)
Movement in net borrowings and equity
Movements in net borrowings2022 £ million2021 £ million
Net borrowings at the beginning of the year(12,109)(13,246)
Free cash flow (a)2,783 3,037 
Acquisitions (b)(271)(488)
Sale of businesses and brands82 14 
Share buyback programme (c)(2,284)(109)
Net sale of own shares for share schemes (d)18 49 
Purchase of treasury shares in respect of subsidiaries(15)— 
Dividend paid to non-controlling interests(81)(77)
Net movements in bonds (e)742 (216)
Purchase of shares of non-controlling interests (f) (42)
Net movements in other borrowings (g)79 (753)
Equity dividend paid(1,718)(1,646)
Net decrease in cash and cash equivalents(665)(231)
Net (increase)/decrease in bonds and other borrowings(825)967 
Exchange differences (h)(334)598 
Other non-cash items (i)(204)(197)
Net borrowings at the end of the year(14,137)(12,109)

(a) See page 98 for the analysis of free cash flow.
(b) Diageo completed a number of acquisitions in the year ended 30 June 2022, including: (i) on 27 January 2022, the acquisition of Casa UM, to expand its Reserve portfolio with the premium artisanal mezcal brand Mezcal Unión, (ii) on 31 March 2022, the acquisition of 21Seeds, to support Diageo's participation in the super premium flavoured tequila segment and (iii) on 29 June 2022, the acquisition of Vivanda, owner of the technology behind 'What's your Whisky' platform and the Journey of Flavour experience at Johnnie Walker Princes Street to support Diageo’s ambition to provide customised brand experiences across all channels.
The final earn-out payment in respect of the Casamigos acquisition amounting to $113 million (£83 million) was made on 17 September 2021.
Contingent consideration paid in respect of other prior year acquisitions is primarily attributable to Aviation Gin and Davos Brands.
In the year ended 30 June 2021, Diageo completed the acquisition of Aviation Gin and Davos Brands for a total consideration of $337 million (£263 million) in cash and contingent consideration of up to $275 million (£214 million) over a 10-year period linked to performance targets. Diageo also completed a number of additional acquisitions for a total consideration of £95 million in cash and contingent consideration of £86 million, in each case linked to performance targets.
(c) See page 103 for details of Diageo's return of capital programmes.
(d) Net sale of own shares comprised receipts from employees on the exercise of share options of £32 million (2021 – £57 million) less purchase of own shares for the future settlement of obligations under the employee share option schemes of £14 million (2021 – £8 million).
(e) In the year ended 30 June 2022, the group issued bonds of €1,650 million (£1,371 million - net of discount and fee) and £892 million (including £8 million discount and fee) and repaid bonds of €900 million (£769 million) and $1000 million (£752 million).
In the year ended 30 June 2021, the group issued bonds of €700 million (£636 million - net of discount and fee) and £395 million (including £5 million discount and fee) and repaid bonds of $696 million (£551 million) and €775 million (£696 million).
(f) In the year ended 30 June 2021, East African Breweries Limited, a subsidiary of Diageo, completed the purchase of 30% of the share capital of Serengeti Breweries Limited for $55 million (£42 million).
(g) In the year ended 30 June 2022, the net movements in other borrowings principally arose from cash movement of foreign currency swaps and forwards partially offset by the repayment of lease liabilities.
In the year ended 30 June 2021, the net movements in other borrowings principally arose from cash movement of foreign currency swaps and forwards.
104

Business review (continued)
(h) In the year ended 30 June 2022, exchange losses arising on net borrowings of £334 million were primarily driven by adverse exchange movements on US dollar denominated borrowings, partially offset by favourable movement on euro denominated borrowings, cash and cash equivalents, foreign currency swaps and forwards.
In the year ended 30 June 2021, exchange gains arising on net borrowings of £598 million were primarily driven by favourable exchange movements on US dollar and euro denominated borrowings, partially offset by an adverse movement on cash and cash equivalents, foreign currency swaps and forwards.
(i) In the year ended 30 June 2022, other non-cash items were principally in respect of additional leases entered into during the year.
In the year ended 30 June 2021, other non-cash items are principally in respect of fair value losses of cross currency interest rate swaps and interest rate swaps partially offset by the fair value gains of borrowings.

Movements in equity2022 £ million2021 £ million
Equity at the beginning of the year8,431 8,440 
Adjustment to 2021 closing equity in respect of hyperinflation in Turkey (a)251 — 
Adjusted equity at the beginning of the year8,682 8,440 
Profit for the year3,338 2,799 
Exchange adjustments (b)799 (836)
Remeasurement of post employment plans net of taxation497 (27)
Purchase of shares of non-controlling interests (c) (42)
Hyperinflation adjustments net of taxation (a)291 (12)
Associates' transactions with non-controlling interest (91)
Dividend to non-controlling interests(72)(72)
Equity dividend paid(1,718)(1,646)
Share buyback programme (d)(2,310)(200)
Other reserve movements7 118 
Equity at the end of the year9,514 8,431 

(a) See page 134 for details of hyperinflation adjustment.  
(b) Exchange movements in the year ended 30 June 2022 primarily arose from exchange gains driven by the US dollar and the Indian rupee partially offset by the Turkish lira. Exchange movements in the year ended 30 June 2021 primarily arose from exchange losses driven by the Indian rupee, the US dollar and the Turkish lira.
(c) In the year ended 30 June 2021, East African Breweries Limited completed the purchase of 30% of the share capital of Serengeti Breweries Limited for $55 million (£42 million).
(d) See page 103 for details of Diageo's return of capital programmes.

Post employment benefit plans
The net surplus of the group’s post employment benefit plans increased by £707 million from £444 million at 30 June 2021 to £1,151 million at 30 June 2022. The increase in net surplus was predominantly attributable to the favourable change in the discount rate assumptions in the United Kingdom and Ireland due to the increase in returns from ‘AA’ rated corporate bonds used to calculate the discount rates on the liabilities of the post employment plans (UK from 1.9% to 3.8%; Ireland from 1.0% to 3.2%) that was partially offset by the unfavourable actual change in the market value of assets held by the post employment benefit plans in the United Kingdom and Ireland, and the change in inflation rate assumptions in the United Kingdom and Ireland (UK from 3.0% to 3.1%; Ireland from 1.6% to 2.4%).

The operating profit charge before exceptional items decreased by £48 million from £87 million for the year ended 30 June 2021 to £39 million for the year ended 30 June 2022. The operating profit for the year ended 30 June 2022 includes settlement gains of £27 million in respect of the Enhanced Transfer Values exercise carried out in the Guinness Ireland Group Pension Scheme (GIGPS) and the Grand Metropolitan Pension Fund, and past service gain of £28 million as a result of the changes in the benefits of the GIGPS.
Total cash contributions by the group to all post employment benefit plans in the year ending 30 June 2023 are estimated to be approximately £70 million.
10550

Business review (continued)

North America

North America remainsReported net sales grew 11%, primarily driven by a favourable foreign exchange impact from the second largest beverage alcohol market worldwidestrengthening US dollar.
1Organic net sales were flat as growth in Canada and Diageo Beer Company USA (DBC USA) were offset by a decline in US Spirits.
Strong price/mix growth was offset by a decline in volume, while the region held share of TBA.
US Spirits net sales declined 1%, lapping strong double-digit growth impacted by distributor stock replenishment and represents over one-thirdincreased inventories of our net sales. Our consumers areimported products in fiscal 22. Depletion growth was approximately two percentage points ahead of shipment growth in fiscal 23, with some variation across brands. Overall inventory levels at distributors at the heartend of our business,fiscal 23 were in line with historical levels.
DBC USA net sales grew 1% reflecting strong growth in Guinness, partially offset by a decline in Smirnoff flavoured malt beverages.
Organic operating margin declined by 101bps, primarily driven by cost inflation and our strategy is focussed on accelerating sustainablean adverse category mix. Strategic price increases and productivity savings more than offset the absolute impact of cost inflation.
Marketing investment grew 2% as we continue to invest and support growth through smart investments in our portfolioacross key categories.
Doubling the number of brands data-led insights,running responsible drinking campaigns, we reached more than 150 million consumers. We also led efforts with Black, Latino, and excellence in our routeNative American organisations to market. We have a well-positioned portfolioaddress the harmful use of brands that leans into premiumisation, and recruit and re-recruit consumers into the portfolio through sustainable innovation and meaningful consumer engagement, including on-promise re-openingalcohol in the pastUnited States through our Multicultural Consortium for Responsible Drinking.
Our operations reduced Scope 1 and 2 carbon emissions by 17% through continued energy efficiency and renewable energy initiatives. Key factors in this included a full year of operation for our carbon neutral distillery at Lebanon, powered by 100% renewable electricity, and running our Valleyfield site on renewable natural gas.
Due to higher volume of distilled products going to maturation, overall water efficiency decreased by 0.8%. We implemented water-saving initiatives across our sites that enabled us to reduce total water usage compared to last year. We are proud of our progress in our ‘Society 2030: Spirit of Progress’ goals, dialing up our purposefulness to make a positive impact in the communities where we live and work.

Key financials
2021ExchangeAcquisitions and disposalsOrganic movement
Other3
2022Reported movement
£ million£ million£ million£ million£ million£ million%
Net sales5,209 98 34 754 — 6,095 17 
Marketing936 19 24 222 (1)1,200 28 
Operating profit before exceptional items2,237 49 (19)148 39 2,454 10 
Exceptional operating items2
— (1)
Operating profit2,237 2,453 10

Market highlights - US Spirits:
deo-20220630_g65.jpgTequila net sales grew 15%, and drove significant share gains in both the spirits industry and tequila category. Casamigos net sales grew 14% driven by strong price/mix and volume growth, and the launch of Casamigos Cristalino. Don Julio net sales grew 13%, primarily driven by aged variants and the launch of ultra-premium Don Julio Rosado Reposado. Both Casamigos and Don Julio shipments grew ahead of depletions as supply availability enabled distributors to increase inventory to more optimal levels.deo-20220630_g66.jpg
Crown Royal whisky net sales declined 10%, lapping inventory replenishment in fiscal 22 when the brand recovered from supply constraints. Crown Royal gained double-digit share of the Canadian whisky category, and depletions grew ahead of shipments in fiscal 23.
Vodka net sales declined 7%, primarily due to Cîroc, partially offset by growth in Smirnoff. Smirnoff growth of 4% was driven by core and flavoured variants. Ketel One net sales were flat, reflecting growth in the core variant offset by a decline in Ketel One Botanicals. Cîroc net sales declined 32% as consumers shifted into other spirits categories.
Johnnie Walker net sales declined 13%. Johnnie Walker gained share of the scotch category driven by Johnnie Walker Black Label and Johnnie Walker Blue Label, and depletions grew ahead of shipments.
Rum net sales declined 1%, primarily due to Captain Morgan, which declined 2%. Zacapa grew 13% driven by super-premium and luxury variants.
Bulleit whiskey net sales declined 6%, lapping inventory replenishment in fiscal 22 when the brand recovered from supply constraints. Bulleit whiskey gained both spirits industry and US whiskey category share, and depletions grew double-digit.
Buchanan's net sales grew 10%, primarily driven by the launch of Buchanan's Pineapple, an innovation that gained spirits industry share. Buchanan's scotch declined 4%, but gained both spirits industry and scotch category share, and depletions grew ahead of shipments.
Single Malts net sales grew 25%, primarily driven by ultra-premium Lagavulin 16YO and luxury innovation Lagavulin 11YO Charred Oak Cask.
Spirit-based ready to drink (RTD) net sales declined 44% primarily due to lapping the launch of Crown Royal RTD in fiscal 22 and Loyal 9 underperformance in certain US states.
10651

Business review (continued)
Organic
volume
movement
Reported
volume
movement
Organic
net sales
movement
Reported
net sales
movement
Markets and categories%%%%
North America14 17 
US Spirits17 19 
DBC USA(4),(5)
(2)— 
Canada(2)(2)
Spirits16 18 
Beer(4)(4)
Ready to drink(4)
15 40 21 49 
Global giants, local stars and reserve(6)
Organic
volume
movement
(7)
%
Organic
net sales
movement
%
Reported
net sales
movement
%
Crown Royal
Don Julio3036 38 
Casamigos81 88 91 
Johnnie Walker26 28 
Smirnoff(4)(3)(2)
Captain Morgan(3)(5)(3)
Ketel One(8)
12 13 
Baileys(10)(8)(6)
Guinness
Bulleit10 14 16 
Cîroc vodka(4)— 
Key financials
2022ExchangeAcquisitions and disposalsOrganic movement
Other(1)
2023Reported movement
£ million£ million£ million£ million£ million£ million%
Net sales6,095 632 20 11 — 6,758 11 
Marketing1,200 122 15 22 1,360 13 
Operating profit before exceptional items2,454 249 (12)(57)55 2,689 10 
Exceptional operating items(2)
(1)(97)
Operating profit2,453 2,592 6

Organic
volume
movement
Reported
volume
movement
Organic
net sales
movement
Reported
net sales
movement
Markets and categories:%%%%
North America(3)
(5)(4)— 11 
US Spirits(3)
(6)(6)(1)10 
DBC USA(4)
(3)(3)12 
Canada(2)(2)
Spirits(3)
(5)(4)— 11 
Beer(2)(2)12 
Ready to drink(11)(11)(16)(10)
Global giants, local stars and reserve(5)
Organic
volume
movement
(6)
%
Organic
net sales
movement
%
Reported
net sales
movement
%
Crown Royal(12)(10)— 
Don Julio813 25 
Casamigos(7)
13 26 
Johnnie Walker(5)(10)(1)
Smirnoff(1)14 
Captain Morgan(5)(1)
Ketel One(3)— 11 
Guinness20 
Baileys(4)11 
Bulleit whiskey(8)
(8)(6)
Buchanan's— 21 
North America contributedNorth America organic net sales were flat in fiscal 23
39% of Diageo reported net sales in fiscal 23
Reported net sales by market (%)

11544872092009
Reported net sales by category (%)
11544872092012
(1) IWSR, calendar year 2021Fair value remeasurements. For further details see page 65.
(2)    For further details on exceptional operating items see pages 101-102 65 and 219-220.
(3)    Fair value remeasurements.Reported volume movement has been impacted by acquisitions and/or disposals. For further details see page 102pages 282 and 285.
(4) Reported volume movement impacted by acquisitions. For further details see page 101
(5)    Certain spirits-based ready to drink products in certain states are distributed through DBC USA and those net sales are captured within DBC USAUSA.
(6)(5)    Spirits brands excluding ready to drink and non-alcoholic variantsvariants.
(7)(6)    Organic equals reported volume movementmovement.
(7)    Casamigos trademark includes both tequila and mezcal.
(8)    Bulleit whiskey excludes Bulleit Crafted Cocktails.
(8) Ketel One includes Ketel One vodka and Ketel One Botanical

Our markets
Headquartered in New York, Diageo North America is comprised of US Spirits, Diageo Beer Company USA (DBC USA) and Diageo Canada, headquartered in Toronto.

Supply operations
With 11 domestic production facilities across the United States, Canada and the US Virgin Islands, Diageo North America’s supply function is one of the largest producers of beverage alcohol on the continent. We have made major investments in innovation and sustainability, driving efficiency and best-in-class operations. To support the growth of our business portfolio, we started up two new production sites, including a ready to drink (RTD) facility in Plainfield and a Bulleit Bourbon Distillery in Lebanon, Kentucky. The Lebanon site is the first distillery in North America powered by 100% renewable energy. We recently announced plans for a carbon-neutral distillery in Ontario, Canada to support the growth ambitions for our Crown Royal Canadian whisky brand.

Route to consumer
The route to consumer in the United States is through the three-tier system across our spirits and beer/RTD portfolio. We have consolidated our US Spirits business into single distributors or brokers in 42 states and the District of Columbia, representing more than 80% of our spirits volume. US Spirits is responsible for the sale of our portfolio of spirits and spirits-based RTD products and manages sales through two divisions focussed on Open (distribution through private distributors) and Control (distribution through governmental entities) States. DBC USA sells and markets brands, including Guinness and Smirnoff Ice to over 400 beer distributors across the US. Diageo Canada distributes our portfolio of spirits, RTD and beer brands across all Canadian provinces, which operate within a highly regulated federal and provincial system. Diageo Canada manages all sales operations with the provincial liquor control
107

Business review (continued)
boards and national chain account customers directly, utilising brokers to support execution at the point of sale. Our strategy in North America is to be consumer-first, occasion-oriented, and focussed on developing competitive differentiation in both our brand propositions and our route to consumer. This includes building key capabilities around commercial execution, Revenue Growth Management, e-commerce and robust performance management, all of which is underpinned by data and analytics.

'Society 2030: Spirit of Progress'
Promoting positive drinking remains a priority. Along with Black, Latino and Native American organisations, we established the Multicultural Consortium for Responsible Drinking – to increase awareness of the risks of harmful use of alcohol and promote moderation in diverse communities across the United States. We partnered with road safety organisations, distributors and corporations in the country to stigmatise drink driving by educating nearly 39,000 people through our interactive learning experience ‘Wrong Side of the Road’. We also partnered with the Traffic Injury Research Foundation to create the Impaired Driving Coalition of Canada to tackle similar challenges. Several brands led responsible drinking campaigns reaching over 150 million consumers, including activations from Crown Royal and Captain Morgan through our Major League Soccer (MLS) and National Football League (NFL) partnerships.
We continue to promote diversity and equal representation through our work with Pronghorn, an initiative to cultivate the next generation of diverse founders, leaders and entrepreneurs within the industry. Our Learning Skills for Life (L4L) programme provided employability skills and hospitality training to 931 people through our partnerships, including Historically Black Colleges and Universities. We also donated $2.5 million to the Seattle ‘Raising the Bar’ recovery fund – to support Asian-American and Pacific Islanders hospitality communities. These groups were particularly affected by the pandemic. We’ve surpassed our goal to double our spend with diverse-owned media companies, instead spending six times more than the previous year, and we invested 10% of media spend in programmes reaching multicultural consumers through brand activations.
As well as opening our first carbon-neutral distillery in Lebanon, Kentucky, and announcing plans to build our first carbon-neutral distillery in Ontario, Canada, this year we announced plans to transition our Valleyfield manufacturing site in Quebec to be carbon neutral by 2025. We’ve also made progress reusing treated wastewater in cooling processes at our US Virgin Islands operations, and with several initiatives at Plainfield, Illinois, to reduce water usage.

Regional performance
Reported net sales grew 17%, primarily reflecting strong organic growth. There were favourable impacts from foreign exchange, mainly due to the strengthening of the US dollar, and from brand acquisitions.
Organic net sales increased 14%, building on strong growth in fiscal 21, largely driven by US Spirits.
US Spirits net sales grew 17%, reflecting the recovery of the on-trade channel and resilient consumer demand in the off-trade channel, market share gains and spirits taking share of total beverage alcohol, and replenishment of stock levels by distributors. We drove particularly strong growth in our super-premium-plus portfolio and increased prices.
US Spirits shipments were ahead of depletions, with a benefit of approximately three percentage points from the replenishment of stock levels by distributors, recovering from lower levels during Covid-19. It also reflects distributors increasing inventories of certain imported products due to longer product transit times in fiscal 22.
US Spirits growth was primarily driven by tequila, up 57%, as well as double-digit growth in scotch and US whiskey and growth in Canadian whisky. This more than offset declines in Baileys and rum.
Diageo Beer Company net sales increased 2%, reflecting increased sales of Guinness driven by the on-trade recovery and growth in ready to drink(1), partially offset by a decline in flavoured malt beverages.
Organic operating margin decreased by 295bps, as we continued to increase marketing investment, up 24%, ahead of net sales growth, to support growth momentum across key brands. Price increases and productivity savings partially offset cost inflation.


108

Business review (continued)
Market highlights - US Spirits
Tequila net sales increased 57%, with Casamigos growing 89% and Don Julio growing 36%, and both brands gained share of the spirits market and the tequila category. This primarily reflects strong volume growth and there was also a benefit from price increases and innovation.
Crown Royal net sales increased 7%, with double-digit growth in the core variant. However, supply constraints of aged liquid led to slower growth in certain variants and a decline in Crown Royal's share of the spirits market and the Canadian whisky category.
Scotch grew 19% and gained share of the spirits market and the scotch category. Johnnie Walker net sales grew 23%, with double-digit growth in Johnnie Walker Blue Label and Johnnie Walker Black Label. Buchanan’s net sales increased 14% and it gained share of the scotch category. Scotch malts grew 8%.
Vodka net sales grew 1%. Ketel One net sales increased 11%, driven by double-digit growth in the core variant, and slower growth of Ketel One Botanical. Cîroc net sales declined 2%, lapping double-digit growth in fiscal 21, with growth from recent innovations more than offset by declines of other variants. Smirnoff net sales decreased 4%, due to declines in certain flavour variants, partially offset by growth from recent innovations; net sales of the core variant were flat.
Captain Morgan net sales declined 6%, as the rum category continued to lose spirits market share, however, Captain Morgan gained share of the category.
US whiskey sales grew 11%, primarily driven by Bulleit, up 14%. Bulleit lost share of the US whiskey category due to glass supply constraints, which have now been resolved.
Baileys net sales declined 8%, following strong growth in fiscal 21.
Spirits-based ready to drink(1) net sales grew 18%, primarily driven by strong performance of Crown Royal cocktails and the launch of Cîroc cocktails, partially offset by lower sales of Ketel One Botanical Spritz.

(1) Certain spirits-based ready to drink products in certain states are distributed through DBC USA and those net sales are captured within DBC USA
10952

Business review (continued)
Europe

AcrossReported net sales grew 11%, driven by organic growth and the hyperinflation adjustment(1) related to Turkey, partially offset by an unfavourable impact from foreign exchange.
Organic net sales grew 11%, driven by double-digit growth across most markets. Growth was mainly driven by price/mix, while holding volume.
Price/mix was primarily driven by strong price increases across all markets, and supported by positive mix in beer and scotch.
Spirits net sales grew 10%, driven by growth in scotch, vodka, tequila. Johnnie Walker grew 29% driven by Northern Europe, Southern Europe and Travel Retail.
Beer net sales grew 18%, driven by price increases and volume growth. Guinness net sales grew 20% and gained share in the on-trade in Great Britain and Ireland.
Organic operating margin declined by 13bps, primarily driven by cost inflation, partially offset by price increases, improved category mix and productivity savings.
Marketing investment grew 7%, with focused investment in Tanqueray, Johnnie Walker, Baileys and Guinness.
The SMASHED programme educated 112,910 young people on the dangers of underage drinking.
We built strong momentum in year two of our water replenishment projects in Turkey, generating the annual capacity to replenish 137,349m3 water.
Scope 1 and 2 carbon emissions increased by 35%, primarily driven by increased scotch distillation. To mitigate some of this growth we switched some key distilleries (Auchroisk, Talisker and Cardhu) to biofuels. Our GHG emissions for beer stayed flat, even though production volumes were higher than planned.
Water efficiency decreased by 2.4% due to the volume of distilled product increasing faster than packaged product, because of its maturation period. For beer, optimising pasteurisation in Runcorn and water recovery in St James’s Gate led to a 9% improvement in water efficiency.
In year two of our three-year Guinness regenerative agriculture pilot, launched in February 2022, we recruited 44 farms across Ireland and gathered baseline data to let us accurately track the project’s impact.

Market highlights:
Great Britain net sales grew 7%, mostly driven by strong performance in Guinness with strong market share gains. Spirits net sales growth was driven by tequila, vodka and RTDs, partially offset by gin.
Northern Europe business, we are building further momentum behind our six-markets model, bringing marketing programmes closernet sales grew 11%. Growth was primarily driven by scotch with strong double-digit growth in Johnnie Walker, and strong growth in vodka and tequila. Spirits gained market share.
Southern Europe net sales grew 12%, led by strong performance in scotch, in addition to our consumerstequila and customers,gin. Growth reflected continued recovery in the on-trade and optimising our routesincreased tourism, alongside market share gains in spirits.
Ireland net sales grew 16%, primarily driven by growth in Guinness reflecting share gains in a recovering on- trade.
Eastern Europe net sales declined 3%, due to the suspension of exports to and sales in Russia as announced in March 2022 and the winding down of its operations announced in June 2022. In the rest of the market, spirits grew double-digit and gained market share primarily driven by Johnnie Walker.
Turkey net sales grew 38%, with volume growth of 9%. Growth was driven by price increases in response to accelerate our growth strategy through international premium spiritsinflation and beer.higher excise duties. Growth was broad-based, led by scotch, vodka and raki.


Key financials
2021ExchangeAcquisitions and disposalsOrganic movement
Other(1)
Hyperinflation(2)
2022Reported movement2022ExchangeAcquisitions and disposalsOrganic movement
Other(2)
Hyperinflation(1)
2023Reported movement
£ million £ million£ million%£ million £ million£ million%
Net salesNet sales2,558 (304)766 — 189 3,212 26 Net sales3,212 (85)(9)347 — 104 3,569 11 
MarketingMarketing473 (35)— 122 — 17 577 22 Marketing577 42 — 11 635 10 
Operating profit before exceptional itemsOperating profit before exceptional items635 (110)418 63 10 1,017 60 Operating profit before exceptional items1,017 (31)103 (11)22 1,105 9 
Exceptional operating items(3)
Exceptional operating items(3)
(15)(146)
Exceptional operating items(3)
(146)(8)
Operating profitOperating profit620 871 40 Operating profit871 1,097 26 

(1)    See pagesdeo-20220630_g67.jpg 213-214 and 282-284 fdeo-20220630_g68.jpgor details of hyperinflation adjustment.

110

Business review (continued)
Markets and categoriesOrganic
volume
movement
%
Reported volume
movement
%
Organic net sales
movement
%
Reported net sales
movement
%
Europe20 20 30 26 
Great Britain15 15 20 20 
Northern Europe16 16 15 10 
Southern Europe30 27 33 26 
Ireland35 35 71 65 
Eastern Europe18 18 
Turkey18 18 49 25 
Spirits18 18 24 19 
Beer36 36 63 60 
Ready to drink23 23 23 22 
Global giants and local stars(4)
Organic
volume
movement
(5)
%
Organic
net sales
movement
%
Reported
net sales
movement
%
Guinness42 65 62 
Johnnie Walker22 35 31 
Baileys20 19 16 
Smirnoff35 38 35 
Captain Morgan11 12 
Tanqueray36 37 33 
Yenì Raki15 14 
JεB19 26 17 
(1)(2)     Fair value remeasurements. For further details see page 102page 65.
(2) See page 134 for details of hyperinflation adjustment
(3)    Exceptional items are in respect of Diageo’s decision, announced on 28 June 2022, to wind down its operations in Russia over the following six months.Russia. For further details on exceptional operating items see pages 101-102 65 and 219-220.
(4)
53

Business review (continued)
Markets and categoriesOrganic
volume
movement
%
Reported volume
movement
%
Organic net sales
movement
%
Reported net sales
movement
%
Europe(1)
— — 11 11 
Great Britain(1)
(8)(8)
Southern Europe(1)
12 13 
Northern Europe(1)
11 12 
Ireland(1)
16 18 
Eastern Europe(1)
(15)(15)(3)— 
Turkey(1)
38 10 
Spirits(1)
— — 10 10 
Beer18 20 
Ready to drink(1)
(2)(2)10 12 
Global giants and local stars(2)
Organic
volume
movement
(3)
%
Organic
net sales
movement
%
Reported
net sales
movement
%
Guinness20 21 
Johnnie Walker18 29 25 
Baileys(3)(1)
Smirnoff(1)14 16 
Captain Morgan— 10 
Tanqueray— 
JεB(7)(1)
Yenì Raki— (10)

Europe contributedEurope organic net sales grew
21% of Diageo reported net sales in fiscal 2311% in fiscal 23
Reported net sales by market (%)

11544872092022
Reported net sales by category (%)
11544872092025

(1)    Reported volume movement has been impacted by acquisitions and/or disposals. For further details see pages 282 and 285.
(2)    Spirits brands excluding ready to drink and non-alcoholic variantsvariants.
(5)(3)    Organic equals reported volume movement, except for Smirnoff,Tanqueray and JεB, which had reported volume movement of 36% due to a reclassification

1% and (6)% respectively.
Our markets

Our six markets are Great Britain, Northern Europe, Southern Europe, Ireland, Eastern Europe and Turkey, and operate with end-to-end accountability.

Supply operations
A number of Diageo’s Supply Chain and Procurement operations are in Europe, including production sites in the United Kingdom, Ireland, Italy and Turkey. The group owns 30 distilleries in Scotland, a Dublin based brewery, distillery, five distilleries in Turkey and maturation and packaging facilities in Scotland, England, Ireland, Italy and Turkey. The team manufactures whisky, vodka, gin, rum, beer, cream liqueurs, raki and other spirit-based drinks which are distributed in over 180 countries.
The company is currently investing £185 million in Scotch whisky and tourism in Scotland, including the creation of a major new Johnnie Walker global brand attraction in Edinburgh (Johnnie Walker Princes Street), which opened its doors in September 2021. The distillery visitor investment focuses on the ‘Four Corners distilleries’, Glenkinchie, Caol Ila, Clynelish and Cardhu, celebrating the key role these single malts play in the flavours of Johnnie Walker. The new visitor experiences at Glenkinchie, Clynelish and Cardhu are already operational, and Caol Ila is expected to open later in 2022. The iconic lost distillery of Port Ellen is expected to be back in production in the summer of 2023.
Supporting our beer ambition, a £41 million investment has started at the Belfast and Runcorn beer packaging facilities, to expand capacity to support growth, with new capacity expected to be available during 2023. Also, we will be opening in autumn 2023 a £73 million Guinness microbrewery and culture hub to be built in Covent Garden, London.
In July 2022, Diageo announced plans to invest €200 million in Ireland’s first purpose-built carbon neutral brewery on a greenfield site in Littleconnell, Newbridge, Co. Kildare.
111

Business review (continued)
Route to consumer
In Great Britain, we sell and market our products through Diageo GB (spirits, beer and ready to drink) and Justerini & Brooks Fine Wines (wines, private clients and spirits). In the Republic of Ireland and Northern Ireland, Diageo sells and distributes directly to the on-trade and the off-trade, as well as wholesalers. In France, our products are sold through a joint venture arrangement with Moët Hennessy. In Northern and Southern Europe, we distribute our spirits brands primarily through our own in-market companies (IMC). In the Eastern Europe market, we distribute our spirits and beer brands both via IMC and distributors. In Turkey, we sell our products via the distribution network of Mey İçki, our wholly owned subsidiary. Mey İçki distributes both local brands (raki, other spirits and wine) and Diageo’s global spirits brands.

'Society 2030: Spirit of Progress'
Sustainability remains high on our agenda. This year, Guinness launched a three-year regenerative agriculture pilot in Ireland and started the transition to electric vehicles of the Guinness Quality fleet. We launched our first water replenishment project in Turkey – conserving water through efficient drip-irrigation in agriculture – which has provided capacity to replenish over 15,000m3 a year. At Santa Vittoria in Italy we’ll save around 30 tonnes of shrink film a year by replacing it with PEFC-certified cardboard in some multipacks.
We continue to promote positive drinking. In Southern Europe over 20,000 people took part in ‘Wrong Side of the Road’ through online, off-trade and on-trade activations. In Great Britain, Gordon’s 0.0% festive sampling campaign encouraged consumers to visit DRINKiQ.com. Brand campaigns reached over 80 million people with responsible drinking messaging. And finally, we delivered on our SMASHED targets for the region, educating over 78,000 young people in total.
As part of our commitment to inclusion and diversity, we adapted Learning for Life to support Ukrainian refugees in Belgium and Poland.

Regional Performance
Reported net sales increased 26%, driven by strong organic growth. Net sales were unfavourably impacted by foreign exchange, primarily due to the weakening of the Turkish lira, which was partially offset by a hyperinflation adjustment(1).
Organic net sales grew 30%, with strong double-digit growth across all markets and a partial recovery of Travel Retail Europe.
Growth reflects the recovery of the on-trade channel, particularly in Ireland, Great Britain and Southern Europe, as well as resilient consumer demand in the off-trade channel, where Diageo continued to gain market share.
Growth was also underpinned by the spirits category gaining share of total beverage alcohol, premiumisation, price increases and innovation.
Spirits net sales grew 24%, with broad-based growth across scotch, vodka, Baileys, gin, rum and raki.
Beer net sales grew 63%, following a 21% decline in fiscal 21, with strong growth in Guinness driven by the on-trade recovery in Ireland and Great Britain, as well as growth from innovation.
Strong improvement in organic operating margin of 671bps primarily reflects leverage on operating costs as net sales recovered strongly. Benefits from positive channel and product mix, price increases, productivity savings and improved fixed cost absorption more than offset cost inflation.
Marketing investment increased 26%, supporting the on-trade recovery and off-trade share momentum.

Market highlights
Net sales in Great Britain grew 20%, reflecting a strong recovery in the on-trade and resilient consumer demand in the off-trade. Spirits grew 12%, with growth across vodka, rum, Baileys and scotch, partially offset by a decline in gin. Guinness grew strongly, up 52%, driven by the on-trade recovery, as well as growth from innovation. Ready to drink grew double digits reflecting category momentum and innovation.
Northern Europe net sales grew 15%, reflecting continued strong performance in the off-trade and recovery in the on-trade. Growth was broad-based across categories.
Southern Europe net sales grew 33%, as a result of on-trade restrictions easing and a partial recovery of tourism. Scotch, gin, vodka, rum and Baileys all delivered strong double-digit growth.
Ireland net sales increased 71%, lapping a significant decline in fiscal 21, driven by strong growth in Guinness as the on-trade recovered.
Eastern Europe net sales increased 18%, reflecting continued momentum in the off-trade and recovery in the on-trade. Following an announcement in March 2022 to suspend exports to and sales in Russia, net sales in Russia declined in fiscal 22. Diageo announced on 28 June 2022 that it would wind down its operations in Russia over the following six months.
Turkey net sales increased 49%, driven by price increases in response to inflation, increases in excise duties and currency devaluation. Growth also reflects strong volume growth, up 18%, as on-trade restrictions eased, and premiumisation.
11254

Business review (continued)
Asia Pacific

InReported net sales grew 11%, primarily reflecting strong organic growth and a favourable impact from foreign exchange.
Organic net sales grew 13%. All markets grew, except Greater China, with strong double-digit growth in India, South East Asia, Pacific,Travel Retail Asia and Middle East and North Asia.
Price/mix of 7% was led by strong price increases across all markets. Positive mix was driven by strength in premium-plus scotch in most markets. Volume grew 8% in premium-plus price tiers.
Spirits net sales grew 14%, primarily driven by double-digit growth in scotch, the region’s largest category. IMFL whisky(1) also contributed to growth, partially offset by a decline in Chinese white spirits.
Organic operating margin expanded by 363bps as the benefits from the continued recovery of Travel Retail, price increases and operational efficiencies more than offset the impact of cost inflation.
Marketing investment grew 9%, with focused investment in scotch in South East Asia, India, and Greater China.
Advocating for responsible consumption of alcohol through DRINKiQ and brand campaigns, we reached more than 134 million consumers with messages that promote moderation.
The SMASHED programme educated 340,216 young people on the dangers of underage drinking.
We trained more than 8,236 people on business and hospitality skills through our focus isLearning for Life programme and delivered 38,467 training sessions through Diageo Bar Academy.
Our water efficiency improved by 16.2% this year, mainly by focussing on continuous improvement across the region. We piloted waterless cooling towers successfully in India and plan to growintroduce them more widely.
Our Scope 1 and 2 carbon emissions decreased by 9%, mainly because of a green energy tariff in both developedAustralia and emerging marketsfocussed energy improvement across our entire portfolio, rangingthe region.

Market highlights:
India net sales grew 17%, driven by strong consumer demand and continued premiumisation. IMFL whisky and scotch delivered double-digit growth. Scotch growth was driven by Black Dog, Johnnie Walker Black Label and Black & White.
Greater China net sales declined 4%. Strong performance in scotch was more than offset by a decline in Chinese white spirits which continued to be impacted by Covid-19 restrictions, especially in the on-trade. Scotch grew 13%, driven primarily by Taiwan, with strong performance in the super-premium-plus segment led by Johnnie Walker and The Singleton.
Australia net sales grew 2%, primarily driven by price increases. Growth was led by rum, tequila and beer.
South East Asia net sales grew 33%, benefitting from internationala strong recovery following the easing of Covid-19 restrictions and local spirits to ready to drink formatsstrong growth in the super-premium-plus segment. Scotch grew 31%, mostly driven by Johnnie Walker premium variants, and beer. We have a clear long-term strategy that enables us to allocate resources behind brands that win in key consumer occasionssingle malts, primarily The Singleton and categories. We manage our portfolio to meetMortlach.
North Asia (Korea and Japan) net sales grew 15%, benefitting from the increasing demandsrecovery of the growing middle class,on-trade. Growth was primarily driven by double-digit growth in Windsor and aim to inspire our consumers to drink better, not more. This strategy ensures that we deliver consistentJohnnie Walker premium-plus variants led by Johnnie Walker Blue Label and efficient growth, with a key focus on developing our premiumJohnnie Walker Black Label.
Travel Retail Asia and super deluxe segments across the region.Middle East net sales grew 67% primarily driven by Johnnie Walker premium-plus variants, led by Johnnie Walker Blue Label and Johnnie Walker Black Label.

Key financials
2021ExchangeAcquisitions and disposalsOrganic movement2022Reported movement2022ExchangeAcquisitions and disposalsOrganic movement2023Reported movement
£ million£ million%£ million£ million%
Net salesNet sales2,488 (6)— 402 2,884 16 Net sales2,884 65 (102)353 3,200 11 
MarketingMarketing418 — 68 490 17 Marketing490 10 — 46 546 11 
Operating profit before exceptional itemsOperating profit before exceptional items608 — 98 711 17 Operating profit before exceptional items711 15 (21)200 905 27 
Exceptional operating items(1)(2)
Exceptional operating items(1)(2)
— (241)
Exceptional operating items(1)(2)
(241)(473)
Operating profitOperating profit608 470 (23)Operating profit470 432 (8)


(1) Indian-Made Foreign Liquor (IMFL) whisky.
deo-20220630_g69.jpgdeo-20220630_g70.jpg

113

Business review (continued)
Markets and categoriesOrganic volume
movement
%
Reported volume
movement
%
Organic net sales
movement
%
Reported net sales
movement
%
Asia Pacific16 16 
India17 16 
Greater China13 17 
Australia— (2)
South East Asia14 14 20 19 
North Asia(5)(5)12 
Travel Retail Asia and Middle East135 125 178 184 
Spirits17 18 
Beer
Ready to drink(1)
Global giants and local stars(2)
Organic
volume
movement
(3)
%
Organic
net sales
movement
%
Reported
net sales
movement
%
Johnnie Walker24 28 28 
Shui Jing Fang(4)
16 19 24 
McDowell's
Guinness
The Singleton11 16 18 
Smirnoff13 14 14 
Baileys12 13 12 
Windsor(9)(13)
(1)(2)    For further details on exceptional operating items see pages 101-102 65 and 219-220.

55

Business review (continued)
Markets and categoriesOrganic volume
movement
%
Reported volume
movement
%
Organic net sales
movement
%
Reported net sales
movement
%
Asia Pacific(1)
(14)13 11 
India(1)
(18)17 
Greater China(2)(2)(4)(1)
Australia(10)(10)
South East Asia(1)
20 20 33 36 
North Asia15 14 
Travel Retail Asia and Middle East38 38 67 65 
Spirits(1)(2)
(15)14 11 
Beer10 12 
Ready to drink(8)(8)
Global giants and local stars(2)
Organic
volume
movement
(3)
%
Organic
net sales
movement
%
Reported
net sales
movement
%
Johnnie Walker13 29 30 
Shui Jing Fang(4)
(15)(14)(12)
McDowell's(1)
Guinness10 13 
The Singleton26 26 31 
Smirnoff15 19 
Windsor29 41 42 
Black & White28 36 39 

Asia Pacific contributedAsia Pacific organic net sales grew
19% of Diageo reported net sales in fiscal 2313% in fiscal 23
Reported net sales by market (%)

11544872091875
Reported net sales by category (%)
11544872091878

(1)    Reported volume movement has been impacted by acquisitions and/or disposals. For further details see pages 282 and 285.
(2)    Spirits brands excluding ready to drink and non-alcoholic variantsvariants.
(3) Organic equals reported volume movement, except for Smirnoff, which had reported volume movement of 12% due to a reclassificationmovement.
(4)    Growth figures represent total Chinese white spirits of which Shui Jing Fang is the principal brand
(5) Indian-Made Foreign Liquor (IMFL) whisky

Our markets
Asia Pacific comprises India (including Nepal and Sri Lanka), Greater China (China, Taiwan, Hong Kong and Macau), Australia (including New Zealand), South East Asia (Vietnam, Thailand, Philippines, Indonesia, Malaysia, Singapore, Cambodia, Laos, Myanmar), North Asia (Korea and Japan) and Travel Retail Asia and Middle East.

Supply operations
We have distilleries in Chengdu, China that produce baijiu and in Bundaberg, Australia that produce Bundaberg Rum. Our manufacturing plant in Bali produces the highest quality spirits for the Indonesian market. United Spirits Limited (USL) in India operates 15 manufacturing sites across the country. In addition, USL and Diageo brands are also produced under licence by third-party manufacturers. We have bottling plants in Thailand and Australia with ready to drink manufacturing capabilities.

Route to consumer
In India, we manufacture, market and sell Indian whisky, rum, brandy and other spirits through our 55.94% shareholding in USL. Diageo also sells its own brands through USL.
In Greater China our market presence is established through our 63.17% equity investment in Sichuan Shuijingfang Company Limited, which manufactures and sells baijiu, and our wholly owned entity Diageo China Limited, which sells Diageo brands, and a joint venture arrangement with Moët Hennessy where administrative and distribution costs are shared. Diageo operates a wholly owned subsidiary in Taiwan.
In Australia, we manufacture, market and sell Diageo products. In New Zealand, we operate through third-party distributors. In North Asia, we have our own distribution company in South Korea. In Japan, sales are through our wholly owned entity Diageo Japan, asbrand.
114

Business review (continued)
well as through joint venture agreements with Moët Hennessy. Airport shops and airline operators are serviced through a dedicated Diageo sales and marketing organisation. In the Middle East, we sell our products through third-party distributors.
In South East Asia, spirits and beer are sold through a combination of Diageo companies, joint venture arrangements, and third party distributors. In Thailand, Malaysia and Singapore, we have joint venture arrangements with Moët Hennessy, sharing administrative and distribution costs. Diageo operates wholly owned subsidiaries in the Philippines and Vietnam. In addition, in Vietnam, we own a 45.57% equity stake in Hanoi Liquor Joint Stock Company which manufactures and sells vodka. In Indonesia, Guinness is brewed by and distributed through third party arrangements.

'Society 2030: Spirit of Progress'
Our positive drinking programmes continued to deliver. This year we reached 86 million consumers with brand moderation messages across the region. In Korea, we reached 1.75 million DRINKiQ users by leveraging mobile applications. The Johnnie Walker #BeWhiskyWise campaign drove visits to DRINKiQ.com, especially through a campaign with Grab in the Philippines. ‘Wrong Side of the Road’, our flagship programme on drink driving, reached over 91,000 consumers in China across the year, and over 136,000 in India. This year we launched SMASHED Online in Australia, Cambodia, Indonesia and the Philippines. In total SMASHED educated over 202,000 young people about the dangers of underage drinking across the Asia Pacific region in fiscal 22.
With the ongoing pandemic, we adapted Learning for Life (L4L) material to work online. In Indonesia, we partnered with the British Chamber of Commerce in the Greater Jakarta region, and with Saraswati in Bali, to provide training in business, hospitality and ecotourism to 766 people. L4L further benefitted over 5,000 people across Thailand, India, China, Vietnam and Taiwan. To champion ethnic diversity in Australia, we launched a Reconciliation Action Plan – strengthening relationships with the First Nation peoples.
Moving towards sustainability, our facility in Bali, Indonesia is now certified as using 100% renewable energy. Our first single malt distillery in Yunnan, China will be carbon neutral when it opens.
In September 2021, we launched our spiced rum, Reeftip, in Australia. Working in partnership with the Coral Nurture Program (CNP), 10% of its profits will go towards regenerating the Great Barrier Reef. This year Reeftip helped CNP propagate and plant more than 15,559 coral pieces across 12,400m2 of reef. In April 2022, we announced our partnership with ecoSPIRITS in Southeast Asia. Together we’ll pilot a sustainable packaging format for on-trade venues in fiscal 23.

Regional performance
Reported net sales grew 16%, primarily reflecting strong organic growth.
Organic net sales grew 16%, with strong growth in India and Greater China, and a partial recovery of Travel Retail Asia and Middle East.
Spirits grew 17%, mainly driven by scotch, Chinese white spirits and IMFL whisky(5).
Organic operating margin was flat. Benefits from the partial recovery of Travel Retail, positive category mix and price increases were offset by strategic investments in Greater China, cost inflation and one-off costs.
Marketing investment increased 16%, mainly driven by Greater China, across Chinese white spirits and scotch.

Market highlights
India net sales grew 17%, driven by strong consumer demand in the off-trade channel, recovery of the on-trade channel and strong premiumisation. The prestige and above segment grew 22%, ahead of popular segment growth of 3%. Scotch grew strong double digits, driven by Johnnie Walker, and IMFL whisky grew 7%.
Greater China net sales increased 13%, primarily driven by Chinese white spirits growth of 18%, despite the impact of government restrictions related to Covid-19. Scotch growth of 6% reflects double-digit growth in mainland China, driven by the super-premium-plus segment, partially offset by a decline in Taiwan.
Australia net sales were flat, following strong double-digit growth in fiscal 21.
South East Asia net sales growth was impacted in the first half of the year by on-trade restrictions, international travel restrictions and reduced tourism due to Covid-19, with performance improving in the second half.
Travel Retail Asia and Middle East net sales grew triple digits, following a significant decline in fiscal 21. This reflects a partial recovery as international travel restrictions eased and was primarily driven by Johnnie Walker.
11556

Business review (continued)
Africa

In Africa, our strategy is to grow our beers fast and our spirits faster, through selective participation across categories, including ‘near beer’, leveraging the broad range of the global Diageo portfolio. Guinness, Malta Guinness and several local brands, including Tusker and Serengeti, lead our brewing portfolio, while Johnnie Walker and Smirnoff are at the heart of our international premium spirits offerings. Locally, we produce a range of mainstream spirits at the mid-level price point which are tailored to local tastes and flavour profiles. Our operating model seeks to build resilience, agility and strength into our African businesses as they develop. We drive smart investments through local manufacturing, innovation and partnerships to unlock growth. Local sourcing is very important to our strategy, currently at 80%, directly supporting our commercial operations whilst bringing wider economic benefits to local communities, agricultural development and farmers.

Key financials
2021ExchangeAcquisitions and disposalsOrganic movement2022Reported movement
£ million£ million£ million£ million£ million%
Net sales1,412 (33)(5)308 1,682 19 
Marketing168 (5)— 36 199 18 
Operating profit171 (10)152 315 84 


deo-20220630_g71.jpgdeo-20220630_g72.jpg
116

Business review (continued)

Organic
volume
movement
Reported
volume
movement
Organic
net sales
movement
Reported
net sales
movement
Markets and categories%%%%
Africa(1)
13 12 22 19 
East Africa22 22 25 24 
Africa Regional Markets(1)
14 
Nigeria30 26 
South Africa(1)
12 10 
Spirits12 12 21 20 
Beer(1)
14 13 22 19 
Ready to drink(1)
11 28 20 

Organic
volume
movement
(3)
Organic
net sales
movement
Reported
net sales
movement
Global giants and local stars(2)
%%%
Guinness17 13 
Johnnie Walker16 22 22 
Smirnoff21 21 
Other beer:
Malta Guinness(1)
30 53 40 
Senator38 36 33 
Tusker14 27 26 
Serengeti10 

(1) Reported volume movement impacted by disposals. For further details see page 138
(2) Spirits brands excluding ready to drink and non-alcoholic variants
(3) Organic equals reported volume movement, except for Malta Guinness, which had reported volume movement of 27%

Our markets
The region comprises East Africa (Kenya, Tanzania and Uganda), Africa Regional Markets (including Ghana, Cameroon, Indian Ocean and Angola), Nigeria and South Africa.

Supply operations
We have 12 breweries in Africa and 12 facilities which provide blending, malting and bottling services. In addition, our beer and mainstream spirits brands are produced under license by third parties in 14 African countries, and we distribute beer and spirits through several third-party relationships across the region.

Route to consumer
Diageo has wholly owned entities in South Africa and Cameroon. It has controlling stakes in East Africa Breweries Limited (EABL), Guinness Nigeria, Guinness Ghana and Seychelles Breweries Limited, and a majority stake in a JV in Angola. In addition, Diageo has contract brewing arrangements in several countries across the region, most notably with the Castel Group, as well as spirits distribution contracts in more than 30 countries.

'Society 2030: Spirit of Progress'
This year, as we continued to champion inclusion and diversity, we invited 31 people with disabilities to our Diageo Bar Academy and Learning for Life (L4L) programmes. We also worked with 71 smallholder farmers in our sorghum-growing areas for the production of Senator Keg beer, and partnered with Sight Savers Kenya, an NGO promoting the inclusion of people with disabilities. Overall we trained over 7,500 people in our value chain through our L4L programme, 68% of whom were women.
117

Business review (continued)
Driving is one of our employees’ most dangerous work-related activities. This year we refreshed our Driving on Roads programme across Africa, launching a bespoke safe-driving programme with e-learning modules. SMASHED educated over 188,000 people across the region on the dangers of underage drinking and, in South Africa, Wrong Side of The Road reached nearly 89,000 people.
Our breweries in Kenya and Uganda are in the final stage of commissioning new biomass facilities, which will be operational in early fiscal 23. In Ghana, meanwhile, as part of our efforts to reduce plastic waste, we invested in 10 plastic buyback centres.
In Nigeria, a key water recycling and reuse site in Ogba began delivering benefits and we’re in the final stages of constructing another facility in Benin. Water recycling facilities are also operational in Kenya and Uganda.
We delivered a 6.5% improvement in water efficiency this year and, cumulatively, water use rates have improved by 19.7% against 2020 levels. The water volume we recycled or reused in our own production is over 289,000m3, representing 5.1% of our total withdrawals.
This year we also reduced carbon emissions by 12.7% on last year, despite a year-on-year increase of 12.2% in packaged volumes. These reductions were driven by increased energy efficiency, and the use of on-site renewable energy and renewable energy attribute certificates.

Regional Performance
Reported net sales grew 19%, primarily driven by strong organic growth. There were unfavourable impacts from foreign exchange and the disposal of the Meta Abo Brewery in Ethiopia.
Organic net sales grew 22%, primarily driven by East Africa and Nigeria. All markets grew double digits.
Strong growth in East Africa and Nigeria was driven by the continued recovery of the on-trade channel, particularly in Kenya, as well as price increases and focused execution of our total beverage alcohol strategy.
Beer net sales grew 22%, primarily driven by Malta Guinness, Guinness and Senator.
Spirits net sales grew 21%, driven by double-digit growth in both mainstream and international spirits, particularly scotch, gin and vodka.
Organic operating margin improved 643bps, primarily driven by price increases and leverage on operating costs. The benefit from price increases and productivity savings more than offset cost inflation.
Marketing investment increased 22%, in line with organic net sales growth. Investment focused on key categories, as well as on e-commerce and new route to consumer opportunities.

Market highlights
East Africa grew 25%, with double-digit growth in both beer and spirits across all markets. This reflected the continued recovery of the on-trade, benefitting beer in particular, as well as price increases.
Nigeria net sales grew 30%, primarily driven by price increases, as well as an improved route to consumer for certain brands. Beer, mainstream spirits and international spirits all grew double digits. Growth in beer was primarily driven by Malta Guinness and Guinness.
Africa Regional Markets net sales grew 14%, led by strong growth in Ghana. Double-digit growth in beer, particularly Malta Guinness, was driven by the recovery of the on-trade channel and price increases.
South Africa grew double digits. While restrictions related to Covid-19 eased compared to fiscal 21, the operating environment remained challenging.

118

Business review (continued)
Latin America and Caribbean

In LatinReported net sales grew 18%, reflecting organic growth and a favourable impact from foreign exchange, mainly due to a strengthening of the Mexican peso and Brazilian real.
Organic net sales grew 9%, with most markets delivering growth, despite lapping strong double-digit growth in fiscal 22. Growth was broad-based across price tiers, except for value, which declined as a result of our premiumisation strategy. Strong price/mix was partially offset by a 3% decline in volume, primarily in the value price tier. Double-digit sales growth in the first half of fiscal 23 was followed by inventory normalisation in the second half.
Price/mix was driven by strong price increases across all markets, and positive mix supported by the strength in premium-plus scotch in most markets.
Spirits net sales grew 11%, primarily led by double-digit growth in scotch, particularly Johnnie Walker Black Label, Johnnie Walker Red Label and Old Parr. Growth was also driven by strong double-digit growth in Don Julio and Smirnoff.
Organic operating margin expanded by 72bps. The positive impact of price increases, premiumisation, leverage on operating costs and one-off tax benefits more than offset the increases in marketing investment and cost inflation.
Marketing investment grew 14%, ahead of organic net sales growth, with increased investment in most markets.
We reached more than 176 million people with campaigns promoting moderation. They included ‘Derribando Mitos’, a campaign created in fiscal 21 for Peru and expanded this year to the Caribbean and Central America market. It aims to challenge myths about alcohol consumption.In fiscal 23, 'Derribando Mitos' reached more than 51 million people in countries.
The SMASHED programme educated 984,213 young people on the dangers of underage drinking.
We reduced our Scope 1 and 2 carbon emissions by 32%. Tequila was the biggest contributor, through new or upgraded biomass boilers in Mexico, and our changing production mix has also played a part.
We generated the annual capacity to replenish more than 280,977 m3 through water sanitation and hygiene, tree planting and water catchment rehabilitation projects for communities in Brazil and Mexico.

Market highlights:
Brazil net sales grew 8%, led by double-digit growth in Johnnie Walker and Old Parr. Growth was driven by price increases and higher marketing investment, leading to market share growth.
Mexico net sales grew 9%, primarily driven by scotch and tequila. Scotch growth was led by Johnnie Walker Red Label and Johnnie Walker Black Label, driven by price increases. Tequila growth was driven by price increases, the lapping of aged liquid supply constraints in fiscal 22 and increased marketing investment.
Central America and Caribbean (LAC) our strategic priority is to continue gaining share of TBA while expanding margin,(CCA) net sales grew 14%, mainly driven by our vibrant scotch portfolio, withand tequila. Growth was driven by price increases, premiumisation and continuing momentum in the on-trade. Scotch growth was mostly driven by Johnnie Walker leadingBlack Label and Buchanan's, supported by increased marketing investment. Tequila growth as the most in-culture brand,was driven by Don Julio 1942.
South LAC (Argentina, Bolivia, Chile, Ecuador, Paraguay, Peru and complementedUruguay) net sales grew 21%, primarily driven by scotch, vodka and gin. Growth was driven by price increases and premiumisation, partially offset by a broader base of brandsdecline in volume.
Andean (Colombia and categories contributingVenezuela) net sales declined 7%, due to growth, such as Don Julioan adverse macroeconomic environment in tequila, Tanqueray in ginColombia. Strong price increases and Smirnoff in vodka, among others. This growth in share of TBA has been supportedpremiumisation were more than offset by a consumer-centric upweighted marketing investment that allows us to enter new occasions where non-spirit TBA categories have strong presence. To match our TBA growth agenda, we have upscaled our Society 2030 programs to achieve broader impact across a larger population base.decline in volume.

Key financials
2021ExchangeAcquisitions and disposalsOrganic movement
Other(1)
2022Reported movement
£ million£ million£ million£ million£ million£ million%
Net sales1,046 25 451 — 1,525 46 
Marketing161 79 — 243 51 
Operating profit303 25 — 218 (8)538 78 

deo-20220630_g73.jpgdeo-20220630_g74.jpg

119

Business review (continued)
Markets and categoriesOrganic volume
movement
%
Reported volume
movement
%
Organic net sales
movement
%
Reported net sales
movement
%
Latin America and Caribbean17 17 43 46 
PUB12 12 36 41 
Mexico24 28 
CCA34 34 56 61 
Andean18 18 45 38 
PEBAC31 31 64 62 
Spirits17 17 45 48 
Beer
Ready to drink36 36 42 45 
Global giants and local stars(2)
Organic
volume
movement(3)
%
Organic
net sales
movement
%
Reported
net sales
movement
%
Johnnie Walker42 59 63 
Buchanan’s48 59 60 
Don Julio34 37 
Old Parr47 61 62 
Smirnoff22 17 18 
Black & White(3)10 
Baileys20 31 32 
Tanqueray37 41 45 
2022ExchangeAcquisitions and disposalsOrganic movement
Other(1)
2023Reported movement
£ million£ million£ million£ million£ million£ million%
Net sales1,525 129 142 — 1,799 18 
Marketing243 18 34 — 296 22 
Operating profit538 52 — 62 661 23 

(1)    Fair value remeasurements. For further details see page 10265.

57

Business review (continued)
58

Business review (continued)
Markets and categoriesOrganic volume
movement
%
Reported volume
movement
%
Organic net sales
movement
%
Reported net sales
movement
%
Latin America and Caribbean(1)
(3)(3)18 
Brazil(2)
(1)29 
Mexico(1)
(4)(3)30 
CCA14 21 
South LAC(2)
(3)(11)21 — 
Andean(1)
(24)(24)(7)(13)
Spirits(1)
(3)(3)11 19 
Beer16 25 
Ready to drink(13)(13)(7)— 
Global giants and local stars(3)
Organic
volume
movement(4)
%
Organic
net sales
movement
%
Reported
net sales
movement
%
Johnnie Walker16 23 
Buchanan’s(5)11 
Don Julio22 40 
Old Parr10 20 26 
Smirnoff18 24 
Black & White(7)13 26 
Tanqueray— — 
Baileys(18)(5)

Latin America and Caribbean contributedLatin America and Caribbean organic net sales grew
11% of Diageo reported net sales in fiscal 239% in fiscal 23
Reported net sales by market (%)

11544872091885
Reported net sales by category (%)
11544872091888


(1)    Reported volume movement has been impacted by acquisitions and/or disposals. For further details see pages 282-285.
(2)    From 1 July 2022 Uruguay and Paraguay domestic channels moved on a management basis from PUB (Paraguay, Uruguay and Brazil) to PEBAC (Peru, Ecuador, Bolivia, Argentina and Chile) and the new cluster has been called South LAC. This reflects how management reviews performance.
(3)    Spirits brands excluding ready to drink and non-alcoholic variants.
(4)    Organic equals reported volume movement.

59

Business review (continued)
Africa

Reported net sales grew 1%, primarily driven by organic growth and disposals, mostly offset by an unfavourable impact from foreign exchange.
Organic net sales grew 5%, with growth across all markets, except East Africa. Growth was driven by price increases, partially offset by a decline in volume.
Price/mix of 12% was driven by price increases across all markets and positive mix. Volume declines were primarily in the value and standard price tiers.
Spirits net sales grew 8%, driven by growth in international spirits particularly Johnnie Walker Black Label, and Orijin.
Beer net sales grew 3%, with strong growth in Africa Regional Markets and Nigeria, partially offset by a decline in East Africa. Growth was primarily driven by Malta Guinness and Guinness, which grew 22% and 7% respectively.
Organic operating margin expanded by 126bps, primarily driven by price increases, productivity savings, positive category mix and lapping prior year one-off costs. These impacts were partially offset by cost inflation.
Marketing investment grew 2%, focused on supporting spirits premiumisation and Guinness.
The SMASHED programme educated 548,478 young people on the dangers of underage drinking.
We reduced our Scope 1 and 2 carbon emissions by 33%, thanks largely to commissioning and optimising three biomass facilities in Kenya and Uganda.
Our water efficiency decreased by 2.6% because of lower production volumes. We partly mitigated this by commissioning our water recovery plants in Nigeria and further optimising our water recovery plants in Kenya and Uganda.
We trained more than 9,517 people (51% women) in business and hospitality skills through our Learning for Life programme in seven countries, including for the first time, Mozambique.
Our community water, sanitation and hygiene (WASH) programmes provided clean water, sanitation and hygiene for water-stressed communities near our sites in all our water-stressed markets.

Market highlights:
East Africa net sales declined 2%. Growth in spirits was more than offset by a volume decline in beer following price and duty increases. Spirits growth was primarily driven by scotch, particularly Johnnie Walker.
Africa Regional Markets net sales grew 22% led by growth in beer, primarily driven by Malta Guinness supported by price increases. Spirits growth was primarily driven by Johnnie Walker Black Label.
Nigeria net sales grew 11%. Growth was led by Guinness and Orijin.
South Africa net sales grew 1%, primarily driven by growth in tequila and rum, which offset declines in vodka and gin. Super-premium-plus brands grew strongly at 38%.

Key financials
2022ExchangeAcquisitions and disposalsOrganic movement2023Reported movement
£ million£ million£ million£ million£ million%
Net sales1,682 (40)(26)83 1,699 1 
Marketing199 (3)(5)195 (2)
Operating profit before exceptional items315 (141)37 220 (30)
Exceptional operating items(1)
— (44)
Operating profit315 176 (44)


(1)    For further details on exceptional operating items see pages 65 and 219-220.
60

Business review (continued)
61

Business review (continued)
Organic
volume
movement
Reported
volume
movement
Organic
net sales
movement
Reported
net sales
movement
Markets and categories%%%%
Africa(1)(7)(8)
East Africa(7)(7)(2)— 
Nigeria(4)(4)11 12 
Africa Regional Markets(1)
(1)(9)22 (5)
South Africa(18)(18)(3)
Spirits(1)
(2)(2)
Beer(1)
(13)(14)(3)
Ready to drink(1)— (4)11 

Organic
volume
movement(3)
Organic
net sales
movement
Reported
net sales
movement
Global giants and local stars(2)
%%%
Guinness(8)
Johnnie Walker11 
Smirnoff(23)(6)(9)
Other beer:
Malta Guinness(7)22 
Senator(17)(4)(4)
Tusker(8)(5)(4)
Serengeti(7)(1)

Africa contributedAfrica organic net sales grew
10% of Diageo reported net sales in fiscal 235% in fiscal 23
Reported net sales by market (%)

11544872091806
Reported net sales by category (%)
11544872091809

(1)    Reported volume movement has been impacted by acquisitions and/or disposals. For further details see pages 282 and 285.
(2)    Spirits brands excluding ready to drink and non-alcoholic variantsvariants.
(3)    Organic equals reported volume movement,

Our markets
Our Latin America except for Guinness and Caribbean (LAC) business comprises five markets: PUB (Paraguay, UruguayMalta Guinness, which had reported volume movement of (9)% and Brazil), Mexico, CCA (Central America and Caribbean), Andean (Colombia and Venezuela) and PEBAC (Peru, Ecuador, Bolivia, Argentina and Chile). Moving forward, from 1 July 2022, Uruguay and Paraguay domestic will move from PUB to PEBAC. This will drive simplification and allow us to become more consumer orientated and simplify ways of working.

Supply operations
Many of the brands sold in the region are manufactured by Diageo’s Supply Chain & Procurement in Europe, but we also own manufacturing facilities in Mexico, Brazil and Guatemala. We also work with a wide array of local co-packers, bottlers, and licensed brewers throughout Latin America and Caribbean. We recently announced plans to expand our manufacturing footprint in Mexico, through an investment of more than US$500 million dollars in new facilities in the state of Jalisco. This investment will support the company’s growth in the tequila category by expanding production capacity.

Route to consumer
We drive an efficient route to consumer through differentiated models tailored to each market’s size and needs. In Mexico and Brazil, our in-market companies sell to a wide network of retailers, wholesalers and resellers, who make our product available to shoppers in both on- and off-premise outlets. In most of Central America and the Caribbean, Argentina, Ecuador, Bolivia and Venezuela, we partner with geographically exclusive distributors who are in charge of the sales execution and marketing programmes. In Colombia, Peru and Chile, we use hybrid models where Diageo sells directly to some key accounts while distributors are used to improve our products’ physical availability.

'Society 2030: Spirit of Progress'
Promoting positive drinking remains a priority. To continue to engage our teams around our ‘Society 2030: Spirit of Progress’ ambition in Latin America, we created a contest where almost 300 employees developed and presented their own projects and ideas to promote positive drinking. The two winning projects were ‘Derribando Mitos’, based on a successful experience educating people about responsible drinking and moderation in Peru and Argentina, with the aim to be expanded to other markets, and ‘SMASHED(9)% respectively.
120

Business review (continued)
Everywhere’, a regional effort to scale the award-winning alcohol education programme and implement it in all Latin American markets.
Our moderation messages reached 103 million consumers through a number of initiatives, these included ‘Derribando Mitos’; and the YouTube series ‘Wikitragos’ in Colombia, which reached more than 20 million people and features actors, journalists and influencers promoting responsible drinking.
To help prevent underage drinking in Brazil, we activated SMASHED in partnership with the Education Secretariat in the states of Ceará, Pernambuco, Paraíba, Bahia and in Brasilia – reaching more than 102,000 students from public schools. In Jalisco, Mexico we implemented the programme in partnership with the local government, reaching over 16,000 students. The programme also took place in Colombia and Peru, resulting in over 138,000 young people being educated in total across the region.
We launched ‘Wrong Side of the Road’, our programme to educate people around the world on the dangers of drink driving, in Colombia, Mexico, Venezuela, Dominican Republic, Costa Rica, Panamá and Brazil. It has reached more than 41,000 people, engaging our employees, partners, customers and communities.
We remain committed to providing education and opportunity to our communities. This year Learning for Life trained over 5,000 people to become bartenders and entrepreneurs across the region, including in Mexico, Dominican Republic, Panamá, Peru, Colombia, Venezuela and Brazil. The programme embraced our diversity and inclusion agenda and had special initiatives like ‘#HablemosDeEmpreendedoras’ in Mexico; and the launch of ‘Drinks por Elas’ in Brazil, an e-book to celebrate Women’s Day featuring special drinks created by former women students and educators of the programme.
Our sustainability journey continues. Through our WASH programme, the introduction of a system to supply safe drinking water has benefitted 421 people in the community of Manoel Dias in Ceará state, Brazil.

Regional performance
Reported net sales grew 46%, primarily reflecting strong organic growth. A favourable currency impact primarily reflects the strengthening of the Brazilian real and Mexican peso.
Organic net sales increased 43%, following double-digit growth in fiscal 21, with strong double-digit growth in all markets, particularly PEBAC, CCA and Colombia.
Growth reflects further recovery of the on-trade channel and strong consumer demand in the off-trade channel, where Diageo continued to gain share in all markets except Mexico.
Strong price/mix was driven by price increases across all markets, and positive mix from the strong performance of premium-plus scotch across the region.
Spirits net sales grew 45%, primarily driven by strong double-digit scotch growth, as well as strong growth across other categories, particularly tequila and gin.
Organic operating margin improved by 564bps, primarily driven by price increases and premiumisation. This was partially offset by cost inflation and an increase in marketing investment.
Marketing investment increased 49%, ahead of net sales growth.

Market highlights
PUB (Paraguay, Uruguay and Brazil) net sales increased 36%, mainly driven by Brazil, up 32%, reflecting continued momentum in the off-trade channel, price increases, premiumisation and further recovery in the on-trade channel. PUB growth was mainly driven by scotch, up 43%, as well as double-digit growth in ready to drink, gin and vodka.
Mexico net sales grew 24%, driven by scotch, up 29%, and tequila, up 25%. The strong performance in scotch reflects double-digit growth in both Johnnie Walker and Buchanan’s and the benefit from price increases.
CCA (Central America and Caribbean) net sales grew 56%, primarily reflecting the recovery of the on-trade. Growth was mainly driven by scotch, up 62%.
Andean (Colombia and Venezuela) net sales increased 45%, reflecting strong growth in Colombia. Growth was mainly driven by scotch, which benefitted from price increases.
PEBAC (Peru, Ecuador, Bolivia, Argentina and Chile) net sales increased 64%, mainly driven by Chile and Peru, reflecting strong performance of the off-trade, price increases and the recovery of the on-trade channel. Growth was mainly driven by scotch, up 52%, primarily driven by Johnnie Walker.
12162

Business review (continued)
Corporate

Performance 20222023

Sales and net sales
Corporate net sales principally arise from visitor centers and the global licensing of Diageo brands and trademarks. Corporate net sales were £54£88 million in the year ended 30 June 2022,2023, an increase of £34 million. Net sales were favorably impacted by an organic increase of £33 million partially offset by £1 million exchange rate movement gain.

Operating costs
Corporate operating costs comprise central costs, including finance, marketing, corporate relations, human resources and legal, as well as certain information systems, facilities and employee costs that are not allocable to the geographical segments or to the Supply Chain and Procurement. Operating costs were £326 million in the year ended 30 June 2023 an increase of £88 million compared to operating costs of £238 million in the year ended 30 June 2022. The £24 million increase in costs in the year ended 30 June 2023 was principally a result of increased staff & IT costs, partially offset by favourable exchange rate movements of £58 million (£32 million translation impact and £26 million transactional exchange impact).

Performance 2022

Sales and net sales
Corporate net sales principally arise in the Guinness visitor centre in Dublin, Ireland and the income from the global licensing of Diageo brands and trademarks. Corporate net sales were £54 million in the year ended 30 June 2022, an increase of £34 million compared to the net sales of £20 million in the year ended 30 June 2021 due to organic increase of £35 million partiallyslightly offset by £1 million exchange rate movement loss.

Operating costs
Corporate operating costs comprise central costs, including finance, marketing, corporate relations, human resources and legal, as well as certain information systems, facilities and employee costs that are not allocable to the geographical segments or to the Supply Chain and Procurement. Operating costs were £238 million in the year ended 30 June 2022 an increase of £30 million compared to operating costs of £208 million in the year ended 30 June 2021. The £39 million increase in costs in the year ended 30 June 2022 was principally a result of increased staff & IT costs of £39 million, partially offset by favourable exchange rate movements of £9 million primarily due to the strengthening of the US dollar costs against sterling (£8 million transactional exchange impact and £1 million translation impact).

Performance 2021

Sales and net sales
Corporate sales principally arise in the Guinness visitor centre in Dublin, Ireland and the income from the global licensing of Diageo brands and trademarks. Corporate sales and net sales were £20 million in the year ended 30 June 2021 a decrease of £18 million compared to net sales of £38 million in the year ended 30 June 2020 due to organic decrease of £18 million as a result of lower visitor numbers due to Covid-19 pandemic.

Operating costs
Corporate operating costs comprise central costs, including finance, marketing, corporate relations, human resources and legal, as well as certain information systems, facilities and employee costs that are not allocable to the geographical segments or to the Supply Chain and Procurement. Operating costs were £208 million in the year ended 30 June 2021 an increase of £61 million compared to operating costs of £147 million in the year ended 30 June 2020. The increase in costs in the year ended 30 June 2021 was principally a result of increased staff costs of £66 million, partially offset by favourable exchange rate movements of £5 million primarily due to the weakening of the US dollar costs against sterling (£6 million translation impact less £1 million transactional exchange impact).
12263

Business review (continued)
Category and brand review

deo-20220630_g75.jpgdeo-20220630_g76.jpgdeo-20220630_g77.jpgSpirits net sales grew 6%, with flat volume. Growth was across most categories, including double-digit performance in scotch, tequila and IMFL whisky.
Scotch net sales grew 12%, with 2% volume growth. Growth was led by Johnnie Walker, with strong growth of 15%, and scotch malts also grew strongly at 16%.
Johnnie Walker Black Label grew 16%, with particularly strong growth in Asia Pacific, where it grew 30%.
Johnnie Walker Blue Label grew 3%, supported by the return of Travel Retail.
Johnnie Walker Red Label grew 16%, with double-digit growth in all regions except Africa.
Scotch malts grew 16%, primarily driven by strong double-digit growth in Asia Pacific and North America.
Tequila net sales grew 19%, reflecting strong performance of Don Julio and Casamigos which grew 20% and 16% respectively, driven by North America.
Vodka net sales grew 1% with a volume decline of 3%. Declines in North America and Africa were offset by double-digit growth across all other regions.
Rum net sales grew 2% driven by Captain Morgan growth across all regions except North America. Rum volume declined 7%.
Liqueurs net sales declined 1%, driven by Godiva.
Beer net sales grew 9%, with growth in all regions driven by strong performance from Guinness in Great Britain, Ireland, North America and Africa.
Ready to drink net sales were flat, with growth in Europe and Africa offset by a decline in North America.

Key categoriesKey categories
Organic
volume
movement
(1)
%
Organic
net sales
movement
%
Reported
net sales
movement
%
Key categories
Organic
volume
movement
(1)
%
Organic
net sales
movement
%
Reported
net sales
movement
%
Reported
net sales
by category
%
Spirits(2)
Spirits(2)
10 21 21 
Spirits(2)
 6 12 79 
ScotchScotch18 29 29 Scotch12 16 25 
TequilaTequila47 55 57 Tequila10 19 32 12 
Vodka(3)(4)
Vodka(3)(4)
12 11 11 
Vodka(3)(4)
(3)
Canadian whisky(5)Canadian whisky(5)(1)Canadian whisky(5)(10)(9)— 
Rum(3)(4)
Rum(3)(4)
Rum(3)(4)
(7)
LiqueursLiqueurs11 10 Liqueurs(4)(1)
Gin(3)(4)
Gin(3)(4)
16 18 18 
Gin(3)(4)
— 
Indian-Made Foreign Liquor (IMFL) whisky
US whiskey14 16 
IMFL whisky(5)
IMFL whisky(5)
15 — 
Chinese white spirits(5)
Chinese white spirits(5)
(15)(14)(12)
US whiskey(5)
US whiskey(5)
(8)(4)7 2 
BeerBeer14 25 22 Beer(7)9 9 15 
Ready to drinkReady to drink14 18 21 Ready to drink(6) 3 4 
Reported volume by categoryReported net sales by categoryReported marketing spend by category
115448720921121154487209211311544872092114
nScotchnVodkanUS whiskeynCanadian whiskynRumnIMFL whisky
nLiqueursnGinnTequilanBeernReady to drinknOther

(1)    Organic equals reported volume movement except for spirits (7)%, tequila 48%11%, liqueurs 10%vodka (4)%, gin (1)%, IMFL whisky (20)%, US whiskey (7)%, beer 13%(8)% and ready to drink 15%(7)%.
(2)    Spirits brands excluding ready to drink and non-alcoholic variants.
(3)    Vodka includes Ketel One Botanical.
(4)    Vodka, rum and gin include IMFL variants.
(4)    Vodka includes Ketel One Botanical.

Spirits grew 21%, with broad-based growth across categories,(5)    See pages 51-52 for details of Canadian whisky, US whiskey and particularly strong performance in scotch, tequila, vodka, ginpages 55-56 for details of IMFL whisky and Chinese white spirits.
Scotch grew 29%, led by Johnnie Walker up 34%, with both growing strong double digits across all regions.
Tequila grew 55%, with Don Julio and Casamigos continuing to gain share of the fast-growing tequila category within the US spirits market.
Beer grew 25%, primarily due to the strong recovery of Guinness, up 32%, driven by Ireland and Great Britain as on-trade restrictions eased, as well as double-digit growth in Africa.
Ready to drink grew 18%, with double-digit growth across Europe, Africa, Latin America and Caribbean and North America.


12364

Business review (continued)
Scotch
24% of Diageo’s reported net sales and grew 29%
Strong double-digit growth across all regions, particularly in Latin America and Caribbean and Asia Pacific. Growth also reflects the partial recovery of Travel Retail where scotch grew strongly.
Johnnie Walker net sales increased 34%, with strong double-digit growth across all regions.
Johnnie Walker Black Label grew 39%, with double-digit growth across all regions.
Johnnie Walker Blue Label grew 63%, with growth across all regions, particularly North America and Asia Pacific.
Johnnie Walker Red Label grew 22%, with double-digit growth in Europe, Latin America and Caribbean, and Asia Pacific, partially offset by a decline in North America.
Scotch malts grew 17%, primarily driven by strong growth in Asia Pacific and Europe.
Primary scotch brands grew 14%, primarily driven by double-digit growth of Black Dog and Black & White in India.

Tequila
10% of Diageo’s reported net sales and grew 55%
Growth reflects the strong performance of Casamigos and Don Julio which continued to gain share of the fast-growing tequila category within the US spirits market.

Vodka
10% of Diageo’s reported net sales and grew 11%
Growth was across all regions, with a particularly strong performance in Europe.
Smirnoff net sales increased 10%, with double-digit growth in all regions, except North America, where net sales declined.
Ketel One grew 16%, primarily driven by North America, with double-digit growth in the core variant.
Cîroc grew 6%, with strong growth in Europe. Net sales were broadly flat in North America, lapping double-digit growth in fiscal 21, with growth from recent innovations more than offset by declines in other variants.

Canadian whisky
7% of Diageo’s reported net sales and grew 6%
Growth was driven by Crown Royal in North America, with double-digit growth in the core variant.
Supply constraints of aged liquid led to slower growth in certain variants and a decline in Crown Royal's share of spirits and the Canadian whisky category within the US spirits market.

Rum
5% of Diageo’s reported net sales and grew 6%
Captain Morgan grew across all regions except North America, with particularly strong growth in Europe.
Zacapa grew in all regions, particularly in Europe.

Liqueurs
5% of Diageo’s reported net sales and grew 10%
Growth was driven by Baileys Original in Europe and Latin America and Caribbean.
Baileys net sales declined in North America, primarily due to lapping strong growth in fiscal 21.

Gin
5% of Diageo’s reported net sales and grew 18%
Growth was across all regions except North America, with strong double-digit growth in Europe, Africa, Latin America and Caribbean and Asia Pacific.
Tanqueray grew double digits in Europe, Latin America and Caribbean and Asia Pacific.
Gordon’s grew in all regions except North America.
Growth in Africa was mainly driven by Gilbey’s and Gordon's.

IMFL whisky
4% of Diageo’s reported net sales and grew 7%
Growth was mainly driven by Royal Challenge and McDowell's No.1.

US whiskey
2% of Diageo’s reported net sales and grew 14%
Performance was driven by strong growth in Bulleit in North America, despite glass supply constraints, which have now been resolved.

124

Business review (continued)
Beer
16% of Diageo’s reported net sales and grew 25%
Growth was primarily driven by Guinness, up 32%, particularly in Europe due to the on-trade recovery.
Malta Guinness and Senator also grew strong double digits in Africa, with beer benefitting from the continued recovery of the on-trade, price increases and an improved route to consumer in Nigeria.
Net sales of Smirnoff flavoured malt beverages decreased in North America, with growth in Smirnoff Ice more than offset by a decline in Smirnoff seltzers.

Ready to drink
4% of Diageo’s reported net sales and grew 18%
Growth was double digit across Europe, Africa, Latin America and Caribbean and North America.
Growth was primarily driven by Smirnoff Ice, as well as strong double-digit growth in Crown Royal cocktails.

125

Business review (continued)
Global giants, local stars and reserve(i):
Organic
volume
movement
(2)
%
Organic
net sales
movement
%
Reported
net sales
movement
%
Global giants, local stars and reserve(1):
Global giants, local stars and reserve(1):
Organic
volume
movement
(2)
%
Organic
net sales
movement
%
Reported
net sales
movement
%
Global giantsGlobal giantsGlobal giants
Johnnie WalkerJohnnie Walker25 34 35 Johnnie Walker15 19 
GuinnessGuinness16 32 30 Guinness16 17 
SmirnoffSmirnoff11 11 11 Smirnoff(2)14 
BaileysBaileys10 Baileys(5)— 
Captain MorganCaptain MorganCaptain Morgan(2)11 
TanquerayTanqueray18 20 20 Tanqueray(4)
Local starsLocal starsLocal stars
Crown RoyalCrown RoyalCrown Royal(12)(10)— 
Buchanan’sBuchanan’s(3)15 
McDowell'sMcDowell's(1)
Shui Jing Fang(3)
Shui Jing Fang(3)
16 19 24 
Shui Jing Fang(3)
(15)(14)(12)
McDowell's
Buchanan’s36 39 40 
JεB17 22 16 
Old ParrOld Parr47 59 59 Old Parr18 24 
Black & WhiteBlack & White20 20 Black & White20 28 
JεBJεB(9)(3)— 
Yenì RakiYenì Raki15 14 Yenì Raki— (10)
WindsorWindsor(9)(13)Windsor29 41 42 
BundabergBundaberg(4)(6)Bundaberg— 18 21 
YpiócaYpióca(9)12 Ypióca(9)21 
ReserveReserveReserve
Don JulioDon Julio24 36 38 Don Julio11 20 32 
Casamigos(4)Casamigos(4)83 90 93 Casamigos(4)15 27 
Scotch maltsScotch malts14 17 16 Scotch malts16 19 
Ketel One(5)
Ketel One(5)
(3)11 
Bulleit whiskey(6)
Bulleit whiskey(6)
(9)(6)
Cîroc vodkaCîroc vodkaCîroc vodka(23)(23)(17)
Ketel One(4)
12 12 14 
Bulleit12 16 17 
(1)    Brands excluding ready to drink, non-alcoholic variants and beer except Guinness.
(2)    Organic equals reported volume movement.movement except for Guinness 0% and McDowell's (2)%.
(3)    Growth figures represent total Chinese white spirits of which Shui Jing Fang is the principal brand.
(4)(5)    Ketel One includes Ketel One vodka and Ketel One Botanical.

Unless otherwise stated percentage movements refer to organic movements in the following analysis.(6)    Bulleit whiskey excludes Bulleit Crafted Cocktails.

Global giants
37%39% of Diageo’s reported net sales and grew by 22%
All global giants delivered net sales growth, led by Johnnie Walker, up 34%, which grew double digits across all regions.10%.

Local stars
19%18% of Diageo’s reported net sales and declined 2%.

Reserve
29% of Diageo’s reported net sales and grew 14%7%.
65

Business review (continued)
Income statement
 30 June 2022
£ million
Exchange
(a)
£ million
Acquisitions
and  disposals
(b)
£ million
Organic
movement(1)

£ million
Fair value remeasurement
(d)
£ million
Hyperinflation(1)
£ million
30 June 2023
£ million
Sales22,448 588 (683)1,091  71 23,515 
Excise duties(6,996)114 569 (122) 33 (6,402)
Net sales15,452 702 (114)969  104 17,113 
Cost of sales(5,973)(363)84 (522)5 (63)(6,832)
Gross profit9,479 339 (30)447 5 41 10,281 
Marketing(2,721)(151)(15)(152)(1)(11)(3,051)
Other operating items(1,961)(66)(16)26 49 (8)(1,976)
Operating profit before exceptional items4,797 122 (61)321 53 22 5,254 
Exceptional operating items (c)(388)(622)
Operating profit4,409 4,632 
Non-operating items (c)(17)328 
Net finance charges(422)(594)
Share of after tax results of associates and joint ventures417 370 
Profit before taxation4,387 4,736 
Taxation (e)(1,049)(970)
Profit for the year3,338 3,766 

Growth was largely driven by double-digit growth in Buchanan's in Latin America
(1)     For the definition of organic movement and Caribbean and North America, Chinese white spirits in Greater China, Crown Royal in North America and Old Parr in Latin America and Caribbean.hyperinflation see pages 282-284.


Reserve
27%(a) Exchange
The impact of Diageo’smovements in exchange rates on reported net salesfigures for operating profit was principally in respect of the favourable exchange impact of the strengthening of the US dollar and grew 31%
Growth was largely drivenMexican peso against the sterling, partially offset by the strong performanceweakening of Casamigosthe Nigerian naira, Ghanaian cedi and Don Juliothe Turkish lira.
The effect of movements in US Spirits, Johnnie Walker Reserve variantsexchange rates and other movements on profit before exceptional items and taxation for the year ended 30 June 2023 is set out in all regions, Chinese white spirits in Greater China and scotch malts.the table below.
Gains/
(losses)
£ million
Translation impact246
Transaction impact(124)
Operating profit before exceptional items122
Net finance charges – translation impact(32)
Net finance charges – transaction impact6
Net finance charges(26)
Associates – translation impact8
Profit before exceptional items and taxation104

 Year ended 30 June 2023Year ended 30 June 2022
Exchange rates
Translation £1 =$1.20 $1.33 
Transaction £1 =$1.30 $1.29 
Translation £1 =€1.15 €1.18 
Transaction £1 =€1.16 €1.15 

12666

Business review (continued)
(b) Acquisitions and disposals
The acquisitions and disposals movement in the year ended 30 June 2023 was primarily attributable to the disposal of the United Spirits Limited (USL) Popular brands and Guinness Cameroun S.A.

See pages 229-232 for further details.

(c) Exceptional items
In the year ended 30 June 2023, exceptional operating items were a loss of £622 million (2022 – a loss of £388 million), mainly due to charges related to brand impairment (£498 million) and the supply chain agility programme (£100 million).

In the year ended 30 June 2023, exceptional non-operating items were a gain of £328 million(2022 – a loss of £17 million), mainly driven by the gain in relation to the sale of Guinness Cameroun S.A. (£310 million).

See pages 218-220 for further details.

(d) Fair value remeasurement
The adjustments to marketing and other operating expenses were the elimination of fair value changes to contingent consideration liabilities and earn out arrangements in respect of prior year acquisitions of £113 million gain for the year ended 30 June 2023 and £65 million gain for the year ended 30 June 2022.

(e) Taxation
The reported tax rate for the year ended 30 June 2023 was 20.5% compared with 23.9% for the year ended 30 June 2022.

Included in the tax charge of £970 million in the year ended 30 June 2023 is a net exceptional tax credit of £186 million, including an exceptional tax credit of £124 million in respect of brand impairments, mainly the McDowell's brand, a tax credit of £57 million in respect of the deductibility of fees paid to Diageo plc for guaranteeing externally issued debt of its US group entities, a tax credit of £23 million in respect of the supply chain agility programme, partly offset by a tax charge of £42 million in respect of the sale of Guinness Cameroun S.A.

The reported tax charge for the year ended 30 June 2022 included an exceptional tax credit of £31 million, comprising exceptional tax credits of £35 million and £20 million on the impairment of the McDowell's and Bell's brands respectively, partly offset by an exceptional tax charge of £23 million in respect of the gain on the sale of the Picon brand and a further tax charge of £3 million in respect of winding down operations in Russia.

The tax rate before exceptional items for the year ended 30 June 2023 was 23.0% compared with 22.5% for the year ended 30 June 2022.

We expect the tax rate before exceptional items for the year ending 30 June 2024 to be in the region of 24%.

(f) Dividend
The group aims to increase the dividend each year. The decision in respect of the dividend is made with reference to the dividend cover as well as current performance trends, including sales and profit after tax together with cash generation. Diageo targets dividend cover (the ratio of basic earnings per share before exceptional items to dividend per share) within the range of 1.8-2.2 times. For the year ended 30 June 2023, dividend cover is 2.0 times. The recommended final dividend for the year ended 30 June 2023, to be put to the shareholders for approval at the Annual General Meeting is 49.17 pence, an increase of 5% on the prior year final dividend. This would bring the full year dividend to 80.00 pence per share, an increase of 5% on the prior year. The group will keep future returns of capital, including dividends, under review through the year ending 30 June 2024 to ensure Diageo’s capital is allocated in the best way to maximize value for the business and its stakeholders.
Subject to approval by shareholders, the final dividend will be paid to holders of ordinary shares and US ADRs on the register as of 25 August 2023. The ex-dividend date both for the holders of the ordinary shares and for US ADR holders is 24 August 2023. The final dividend, once approved by shareholders, will be paid to shareholders on 12 October 2023 and payment to US ADR holders will be made on 17 October 2023. A dividend reinvestment plan is available to holders of ordinary shares in respect of the final dividend and the plan notice date is 22 September 2023..

67

Business review (continued)
(g) Return of capital
Diageo completed a total of £1.4 billion return of capital for the year ended 30 June 2023, which included £0.9 billion related to the successful completion of Diageo’s previous share buyback programme in which £4.5 billion of capital was returned to shareholders, and returned an additional £0.5 billion of capital to shareholders which was announced as a new share buyback programme on 16 February 2023 and completed on 2 June 2023.
In the year ended 30 June 2023, the company purchased 37.8 million ordinary shares (2022 – 61.2 million) at a cost of £1,381 million (including transaction costs of £13 million) (2022 – £2,284 million including transaction costs of £16 million). All shares purchased under the share buyback programme were cancelled.
68

Business review (continued)
Movement in net borrowings and equity
Movements in net borrowings2023 £ million2022 £ million
Net borrowings at the beginning of the year(14,137)(12,109)
Free cash flow (1)1,800 2,783 
Acquisitions (2)(342)(206)
Investment in associates (2)(93)(65)
Sale of businesses and brands (3)462 82 
Share buyback programme (d)(1,381)(2,284)
Net sale of own shares for share schemes (5)29 18 
Purchase of treasury shares in respect of subsidiaries (15)
Dividends paid to non-controlling interests(97)(81)
Net movements in bonds (6)889 742 
Purchase of shares of non-controlling interests (7)(146)— 
Net movements in other borrowings (8)59 79 
Equity dividend paid(1,761)(1,718)
Net decrease in cash and cash equivalents(581)(665)
Net increase in bonds and other borrowings(950)(825)
Exchange differences (9)159 (334)
Other non-cash items (10)(32)(204)
Net borrowings at the end of the year(15,541)(14,137)

(1) See page 49 for the analysis of free cash flow.
(2) In the year ended 30 June 2023, acquisitions included upfront payments of €246 million (£218 million) for Kanlaon Limited and Chat Noir Co. Inc. (the owner of Don Papa Rum) and $102 million (£89 million) for Balcones Distilling.
In the year ended 30 June 2022, acquisitions included the final earn-out payment in respect of the Casamigos acquisition amounting to $113 million (£83 million) and upfront payment of £62 million for 21Seeds.
In the years ended 30 June 2023 and 2022, investment in associates included additional investments in a number of Distill Ventures associates.
(3) In the year ended 30 June 2023, sale of businesses and brands included the disposal of Guinness Cameroun S.A. beer business for a net cash consideration, net of disposal costs, of £354 million and the disposal of the Popular brands of Diageo’s USL business, for a cash consideration, net of disposal costs, of £83 million.
In the year ended 30 June 2022, sale of businesses and brands included the cash received on the disposal of Picon brand, net of transaction costs.
(4) See page 66 for details of Diageo's return of capital programmes.
(5) Net sale of own shares comprised receipts from employees on the exercise of share options of £51 million (2022 – £32 million) less purchase of own shares for the future settlement of obligations under the employee share option schemes of £22 million (2022 – £14 million).
(6) In the year ended 30 June 2023, the group issued bonds of $2,000 million (£1,788 million – net of discount and fee) and €500 million (£441 million – net of discount and fee), and repaid bonds of $1,650 million (£1,340 million). In the year ended 30 June 2022, the group issued bonds of €1,650 million (£1,371 million - net of discount and fee) and £892 million (including £8 million discount and fee), and repaid bonds of €900 million (£769 million) and $1,000 million (£752 million).
(7) On 24 March 2023, Diageo completed the purchase of an additional 14.97% of the share capital of East African Breweries PLC (EABL). This increased Diageo's controlling shareholding position in EABL from 50.03% to 65.00%.
(8) In the year ended 30 June 2023, the net movements in other borrowings principally arose from the increase in commercial paper, collateral and bank loan balances offset by cash outflows of foreign currency swaps and forwards and repayment of lease liabilities. In the year ended 30 June 2022, the net movements in other borrowings principally arose from cash movements of foreign currency swaps and forwards partially offset by the repayment of lease liabilities.
(9) In the year ended 30 June 2023, exchange gains arising on net borrowings of £159 million were primarily driven by favourable exchange movements on US dollar and euro denominated borrowings and unfavourable exchange movements on cash and cash equivalents, foreign currency swaps and forwards. In the year ended 30 June 2022, exchange losses arising on net borrowings of £334
69

Business review (continued)
million were primarily driven by adverse exchange movements on US dollar denominated borrowings, partially offset by favourable movement on euro denominated borrowings, cash and cash equivalents, foreign currency swaps and forwards.
(10) In the year ended 30 June 2023, other non-cash items were principally in respect of additional leases entered into during the year partially offset by fair value movements of interest rate hedging instruments. In the year ended 30 June 2022, other non-cash items were principally in respect of additional leases entered into during the year.

Movements in equity2023 £ million2022 £ million
Equity at the beginning of the year9,514 8,431 
Adjustment to 2021 closing equity in respect of hyperinflation in Turkey (1) 251 
Adjusted equity at the beginning of the year9,514 8,682 
Profit for the year3,766 3,338 
Exchange adjustments (2)(686)799 
Remeasurement of post employment benefit plans net of taxation(469)497 
Purchase of shares of non-controlling interests (3)(146)— 
Hyperinflation adjustments net of taxation (1)143 291 
Associates' transactions with non-controlling interests(7)— 
Dividend to non-controlling interests(97)(72)
Equity dividend paid(1,762)(1,718)
Share buyback programme (4)(1,273)(2,310)
Other reserve movements309 
Equity at the end of the year9,292 9,514 
(1) See page 280 for details of hyperinflation adjustments. 
(2) Exchange movements in the year ended 30 June 2023 primarily arose from exchange loss driven by the Turkish lira, the Indian rupee and the Chinese yuan, partially offset by gains in Mexican peso and US dollar. Exchange movements in the year ended 30 June 2022 primarily arose from exchange gains driven by the US dollar and the Indian rupee, partially offset by Turkish lira.
(3) On 24 March 2023, Diageo completed the purchase of an additional 14.97% of the share capital of East African Breweries PLC (EABL). This increased Diageo's controlling shareholding position in EABL from 50.03% to 65.00%.
(4) See page 66 for details of Diageo's return of capital programmes.

Post employment benefit plans
The net surplus of the group’s post employment benefit plans decreased by £564 million from £1,151 million at 30 June 2022 to £587 million at 30 June 2023. The decrease in net surplus was predominantly attributable to the unfavourable change in the market value of assets held by the post employment benefit plans in the UK which was partially offset by the favourable change in the discount rate assumptions in the UK due to the increase in returns from ‘AA’ rated corporate bonds used to calculate the discount rates on the liabilities of the post employment benefit plans (from 3.8% to 5.2%). The net operating profit charge before exceptional items increased by £36 million from £39 million for the year ended 30 June 2022 to £75 million for the year ended 30 June 2023.

During the year ended 30 June 2023, following a remeasurement of the Diageo Lifestyle Plan, Diageo made a £16 million one-off deficit contribution to satisfy minimum funding requirement.

Total cash contributions by the group to all post employment benefit plans in the year ending 30 June 2024 are estimated to be approximately £75 million ($95 million).
70

Business review (continued)
Operating results 20212022 compared with 20202021

For the discussion on our operating results for the year ended 30 June 2020,2021, including certain comparative discussion on our operating results for the years ended 30 June 20202021 and 2021,2022, please refer to 'Operating results 20212022 compared with 2020' on pages 98 to 1342021' from page 93 in our Annual Report on Form 20-F (File No. 001-10691) filed with the Securities and Exchange Commission on 54 August 2021.

2022.
12771

Business review (continued)
Liquidity and capital resources

1. Sources and uses of liquidity

The primary source of the group’s liquidity over the last three financial years has been cash generated from operations. These funds have generally been used to pay interest, taxes and dividends, and to fund capital expenditure and acquisitions, and, together with the group’s current strong cash position, are expected to continue to fund future operating and capital needs. The group also issues short-term commercial paper regularly in order to finance its day-to-day operations.

The table below sets forth the group’s available undrawn committed bank facilities as at 30 June 20222023 and 30 June 2021.2022.

30 June 202230 June 202130 June 202330 June 2022
£ million£ million
Expiring within one yearExpiring within one year793 540 Expiring within one year99 793 
Expiring between one and two yearsExpiring between one and two years103 691 Expiring between one and two years496 103 
Expiring after two yearsExpiring after two years1,893 1,287 Expiring after two years2,083 1,893 
2,789 2,518 2,678 2,789 

The facilities can be used for general corporate purposes and, together with cash and cash equivalents, support the group’s commercial paper programmes.
There are no financial covenants on the group’s material short- and long-term borrowings. Certain of these borrowings contain cross default provisions and negative pledges.
The committed bank facilities are subject to a single financial covenant, being minimum interest cover ratio of two times (defined as the ratio of operating profit before exceptional items, aggregated with share of after tax results of associates and joint ventures, to net interest charges). They are also subject to pari passu ranking and negative pledge covenants.
Any non-compliance with covenants underlying Diageo’s financing arrangements could, if not waived, constitute an event of default with respect to any such arrangements, and any non-compliance with covenants may, in particular circumstances, lead to an acceleration of maturity on certain borrowings and the inability to access committed facilities. Diageo was in full compliance with its financial, pari passu ranking and negative pledge covenants in respect of its material short- and long-term borrowings throughout each of the years presented.

Management believe that it has sufficient funding for its working capital requirements.

2. Analysis of cash flows

The table below sets forth the group’s cash flows for the year ended 30 June 20222023 and 30 June 2021.2022.

30 June 202230 June 202130 June 202330 June 2022
£ million£ million
Net cash inflow from operating activitiesNet cash inflow from operating activities3,935 3,654 Net cash inflow from operating activities3,024 3,935 
Net cash outflow from investing activitiesNet cash outflow from investing activities(1,341)(1,091)Net cash outflow from investing activities(1,197)(1,341)
Net cash outflow from financing activitiesNet cash outflow from financing activities(3,259)(2,794)Net cash outflow from financing activities(2,408)(3,259)
Net decrease in net cash and cash equivalentsNet decrease in net cash and cash equivalents(665)(231)Net decrease in net cash and cash equivalents(581)(665)
Exchange differenceExchange difference239 (285)Exchange difference(227)239 
Net cash and cash equivalents at beginning of periodNet cash and cash equivalents at beginning of period2,637 3,153 Net cash and cash equivalents at beginning of period2,211 2,637 
Net cash and cash equivalents at end of periodNet cash and cash equivalents at end of period2,211 2,637 Net cash and cash equivalents at end of period1,403 2,211 

Net cash inflow from operating activities was £3,935£3,024 million, an increasea decrease of £281£911 million compared to the priorprior period, primarily driven by a strong growth in operating profit and favourable foreign exchange impact, which was partiallymore than offset by the impact of lapping an exceptionally stronghigher year-on-year working capital benefit in fiscal 21, lower dividends from joint venturesoutflows, tax payments and associates and higher cash taxinterest paid.

Net cash outflow from investing activities was £1,341£1,197 million, an increasea decrease of £250£144 million compared to 2021, mainly2022, primarily driven by an increased capex investment, which was partiallybusiness acquisitions of £435 million (2022 - £271 million) offset by business acquisitions. In 2021 the acquisitionsale of Aviation Gin was £261businesses of £462 million and in 2022 there were no material business expansions.(2022 - £82 million).

Net cash outflow from financing activities was £3,259£2,408 million, an increasea decrease of £465£851 million compared to fiscal 21.This22. This change was largely driven by the increaseddecreased level of share buyback programme related cash flows of £1,381 million (2022 – £2,284 million (2021 – £109 million), offset
128

Business review (continued)
by the £742£889 million net inflow in relation to bond issuances and repayments (2021(2022£216m net outflow) and net cash inflow of FX forwards and swaps of £425 million compared to £411£742 million net outflow in fiscal 21.inflow).

The operating, investing and financing activities described above resulted in a decrease in net cash and cash equivalents of £426£808 million, from £2,637 million at 30 June 2021 to £2,211 million at 30 June 2022.2022 to £1,403 million at 30 June 2023.
72

Business review (continued)


3. Analysis of borrowings

The group policy with regard to the expected maturity profile of borrowings of group finance companies is to limit the proportion of such borrowings maturing within 12 months to 50% of gross borrowings less money market demand deposits, and the level of commercial paper to 30% of gross borrowings less money market demand deposits. In addition, it is group policy to maintain backstop facility terms from relationship banks to support commercial paper obligations.

The group’s gross borrowings and net borrowings are measured at amortised cost with the exception of borrowings designated in fair value hedge relationships, interest rate hedging instruments and foreign currency swaps and forwards. For borrowings designated in fair value hedge relationships, Diageo recognises a fair value adjustment for the risk being hedged in the balance sheet, whereas interest rate hedging instruments and foreign currency swaps and forwards are measured at fair value.

The table below sets forth the group’s gross borrowings and net borrowings as at 30 June 20222023 and 30 June 2021.2022.

30 June 2022
£ million
30 June 2021
£ million
30 June 2023
£ million
30 June 2022
£ million
OverdraftsOverdrafts(74)(112)Overdrafts(36)(74)
Other borrowings due within one yearOther borrowings due within one year(1,448)(1,750)Other borrowings due within one year(1,665)(1,448)
Borrowings due within one yearBorrowings due within one year(1,522)(1,862)Borrowings due within one year(1,701)(1,522)
Borrowings due between one and three yearsBorrowings due between one and three years(2,817)(2,623)Borrowings due between one and three years(3,522)(2,817)
Borrowings due between three and five yearsBorrowings due between three and five years(2,625)(2,788)Borrowings due between three and five years(2,874)(2,625)
Borrowings due after five yearsBorrowings due after five years(9,056)(7,454)Borrowings due after five years(8,405)(9,056)
Fair value of foreign currency forwards and swapsFair value of foreign currency forwards and swaps356 169 Fair value of foreign currency forwards and swaps347 356 
Fair value of interest rate hedging instrumentsFair value of interest rate hedging instruments(283)63 Fair value of interest rate hedging instruments(377)(283)
Lease liabilitiesLease liabilities(475)(363)Lease liabilities(448)(475)
Gross borrowingsGross borrowings(16,422)(14,858)Gross borrowings(16,980)(16,422)
Offset by:Offset by:Offset by:
Cash and cash equivalentsCash and cash equivalents2,285 2,749 Cash and cash equivalents1,439 2,285 
Net borrowingsNet borrowings(14,137)(12,109)Net borrowings(15,541)(14,137)

The table below sets forth the percentage of the group’s gross borrowings and cash and cash equivalents by currency as at 30 June 2022.2023.

Total
US dollar
%
Sterling
%
Euro
%
Indian rupee
%
Chinese yuan
%
Nigerian naira
%
Kenyan shilling
%
Other
%
Total
US dollar
%
Sterling
%
Euro
%
Indian Rupee
%
Chinese Yuan
%
Nigerian Naira
%
South Korean won
Other
%
Gross borrowingsGross borrowings(16,422)20.00 %56.00 %18.00 %— %— %— %2.00 %4.00 %Gross borrowings(16,980)34.00 %37.00 %23.00 %— %— %— %— %6.00 %
Cash and cash equivalentsCash and cash equivalents2,285 58.00 %3.00 %3.00 %1.00 %12.00 %6.00 %2.00 %15.00 %Cash and cash equivalents1,439 38.00 %3.00 %3.00 %9.00 %14.00 %6.00 %3.00 %24.00 %

Based on average monthly net borrowings and net interest charge, the effective interest rate for the year ended 30 June 20222023 was 2.7%3.9%. For this calculation, net interest charge excludes fair value adjustments to derivative financial instruments and borrowings and average monthly net borrowings include the impact of interest rate swaps that are no longer in a hedge relationship but exclude the market value adjustment for cross currency interest rate swaps.

For the year ended 30 June 2023, the group issued bonds of $2,000 million (£1,788 million – net of discount and fee) and €500 million (£441 million – net of discount and fee), and repaid bonds of $1,650 million (£1,340 million). In the year ended 30 June 2022, the group issued bonds of €1,650 million (£1,371 million - net of discount and fee) and £892 million (including £8 million discount and fee), and repaid bonds of €900 million (£769 million) and $1000$1,000 million (£752 million).
In the year ended 30 June 2021, the group issued bonds of €700 million (£636 million - net of discount and fee) and £395 million (including £5 million discount and fee) and repaid bonds of $696 million (£551 million) and €775 million (£696 million).

129

Business review (continued)
The principal components of the £2,028£1,404 million increase in net borrowings from 30 June 20212022 to 30 June 20222023 were mainly the £2,783£1,800 million of free cash flow £742and £889 million net movements in bonds, and £239 million of exchange differences, partially offset by £1,720£1,762 million equity dividends and £271£435 million in respect of the acquisitions.

For information on the maturity profile of net borrowings and a further description of net borrowings, please see “Notenote 17 – Net borrowings”borrowings in the condensed consolidated financial statements.
73

Business review (continued)

For information on the use of financial instruments including for hedging purposes, please see “Note 16 – Financial instruments” in the condensed consolidated financial statements.

The group’s management is committed to enhancing shareholder value in the long-term, both by investing in the business and brands so as to 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 an adjusted net borrowings (net borrowings aggregated with post employment benefit liabilities) to adjusted EBITDA leverage of 2.5 - 3.0 times, 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 Diageo’s 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 - 3.0 times. The group regularly assesses its debt and equity capital levels against its stated policy for capital structure. As at 30 June 20222023 the adjusted net borrowings (£14,53915,914 million) to adjusted EBITDA ratio was 2.52.6 times. For this calculation, net borrowings are adjusted by post employment benefit liabilities before tax (£402373 million) whilst adjusted EBITDA (£5,7036,120 million) comprises operating profit excluding exceptional operating items and depreciation, amortisation and impairment and includes share of after tax results of associates and joint ventures.Seeventures. See page 142 for289 for the reconciliation and calculation of the adjusted net borrowing to adjusted EBITDA ratio.

The group’s funding, liquidity and exposure to foreign currency, interest rate risks, financial credit risk and commodity price risk are conducted within a framework of board approved policies and guidelines. The group purchases insurance for commercial or, where required, for legal or contractual reasons. In addition, the group retains some insurable risk where external insurance is not considered to be an economic means of mitigating this risk. Loan, trade and other receivables exposures are managed locally in the operating units where they arise and credit limits are established as deemed appropriate for the customer.


b) The following bonds were issued and repaid:
30 June 202230 June 2021 30 June 202330 June 2022
£ million£ million
IssuedIssuedIssued
€ denominated€ denominated1,371 636 € denominated441 1,371 
£ denominated£ denominated892 395 £ denominated 892 
$ denominated$ denominated1,788 — 
RepaidRepaidRepaid
€ denominated€ denominated(769)(696)€ denominated (769)
$ denominated$ denominated(752)(551)$ denominated(1,340)(752)
742 (216)889742


13074

Business reviewdescription (continued)
4. Contractual obligations and other commitments
 
 Payments due by period
As at 30 June 2022Less than
1 year
£ million
1-3  years
£ million
3-5  years
£ million
More than
5 years
£ million
Total
£ million
Long-term debt obligations1,469 2,842 2,738 9,276 16,325 
Interest obligations427 626 560 1,622 3,235 
Credit support obligations19 — — — 19 
Purchase obligations2,352 792427753,646 
Commitments for short-term leases and leases of low-value assets12 — — 13 
Post employment benefits(1)
23 19 — 51 
Provisions and other non-current payables159 183 178 276 796 
Lease obligations98 127 77 266 568 
Capital commitments360 39 — — 399 
Other financial liabilities216 — — — 216 
Total5,135 4,629 3,989 11,515 25,268 
(1)    For further information see note 14 to the consolidated financial statements.
 Payments due by period
As at 30 June 2023Less than
1 year
£ million
1-3  years
£ million
3-5  years
£ million
More than
5 years
£ million
Total
£ million
Long-term debt obligations1,459 3,614 2,982 8,651 16,706 
Interest obligations541 750 623 1,503 3,417 
Credit support obligations15 — — — 15 
Purchase obligations1,904 736291713,002 
Commitments for short-term leases and leases of low-value assets32 — 36 
Provisions and other non-current payables125 240 157 213 735 
Lease obligations93 131 88 239 551 
Capital commitments596 — — 599 
Other financial liabilities218 — — — 218 
Total4,983 5,477 4,142 10,677 25,279 

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 and are calculated based on the fixed amounts payable and where the interest rate is variable on an estimate of what the variable rates will be in the future. 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, cereals, cans and glass bottles. Contracts are used to guarantee the supply of raw materials over the long term and to enable a more accurate prediction of costs of raw materials in the future. Post employment benefits contractual obligations comprise committed deficit contributions but exclude future service cost contributions. For certain provisions, discounted numbers are disclosed.
Corporate tax payable of £252£135 million and deferred tax liabilities of £2,319£2,183 million 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.

Neither Diageo plc nor any member of the Diageo group has any off-balance sheet financing arrangements that currently have or are reasonably likely to have a material future effect on the group’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditure or capital resources.

For more information on commitments and contingencies, please see note 19 – Contingent liabilities and legal proceedings in the consolidated financial statements.


13175

Business reviewdescription (continued)
5. Capital repayments

Authorisation was given by shareholders on 30 September 20216 October 2022 to purchase a maximum of 233,611,282227,870,414 ordinary shares at a minimum price of 28101/108 pence and a maximum price of the higher of (a) 105% of the average market value of the middle market quotations for ancompany's ordinary shareshares for the five preceding business days prior to the day the purchase is made and (b) the higher of the price of the last independent trade and the highest current independent bid on the London Stock Exchange at the timetrading venue where the purchase is carried out. The programme expires at the conclusion of the next Annual General Meeting or on 29 December 20225 January 2024, if earlier.
Diageo’s currentDiageo completed a total of £1.4 billion return of capital for the year ended 30 June 2023, which included £0.9 billion related to the successful completion of Diageo’s previous share buyback programme initially approved by the Board on 25 July 2019, seeks to return up to £4.5in which £4.5 billion of capital was returned to shareholders finalised in February 2023, and is expected to be completed by 30 June 2023. Under the first two phasesreturned an additional £0.5 billion of the programme, which ended on 31 January 2020 and 11 February 2022 respectively, the company returned capital to shareholders viawhich was announced as a new share buyback at a cost, excluding transaction costs, of £2.25 billion. On 21programme on 16 February 2022, the company announced the third phase of the programme with a value of up to £1.7 billion returned to shareholders, via share buybacks, to be2023 and completed no later than 5 October 2022. At 30on 2 June 2022, £1.4 billion had been completed as part of the third phase. The remaining £0.9 billion of the programme is expected to be completed by 30 June 2023.
During the year ended 30 June 2022,2023, the group purchased 6138 million ordinary shares (2021(20223 million; 202061 million; 2021393 million), representing approximately 2.4%1.5% of the issued ordinary share capital (2021(20220.1%2.4%; 202020211.5%0.1%) at an average price of 37093,616 pence per share, and an aggregate cost of £1,381 million (including £13 million of transaction costs) (2022 – 3,709 pence per share, and an aggregate cost of £2,284 million, (includingincluding £16 million of transaction costs) (2021costs; 202134073,407 pence per share, and an aggregate cost of £109 million, including £1 million of transaction costs; 2020 – 3243 pence per share, and an aggregate cost of £1,282 million, including £7 million of transaction costs) under the share buyback programme. The shares purchased under the share buyback programmes were cancelled.
A financial liability of £117 million was established at 30 June 2022, representing the 3.3 million shares that were expected to be purchased by 28 July 2022.
For further details about the shares purchased and the average price paid per share please refer to note 18 in the consolidated financial statements.
During the year ended 30 June 2022, Diageo sold call options on own shares for a consideration of £13 million due to no longer being required for employee share plan hedging.

132

Business review (continued)
Definitions and reconciliation of non-GAAP measures to GAAP measures

Diageo’s strategic planning process is based on certain non-GAAP measures, including organic movements. These non-GAAP measures are chosen for planning and reporting, and some of them are used for incentive purposes. The group’s management believes that these measures provide valuable additional information for users of the financial statements in understanding the group’s performance. These non-GAAP measures should be viewed as complementary to, and not replacements for, the comparable GAAP measures and reported movements therein.
It is not possible to reconcile the forecast tax rate before exceptional items, forecast organic net sales growth and forecast organic operating profit increase to the most comparable GAAP measure as it is not possible to predict, without unreasonable effort, with reasonable certainty, the future impact of changes in exchange rates, acquisitions and disposals and potential exceptional items.

Volume
Volume is a performance indicator 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 and certain pre-mixed products that are classified as ready to drink in nine-litre cases, divide by ten.

Organic movements
Organic information is presented using sterling amounts on a constant currency basis excluding the impact of exceptional items, certain fair value remeasurement, hyperinflation 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.

Calculation of organic movements
The organic movement percentage is the amount in the row titled ‘Organic movement’ in the tables below, expressed as a percentage of the relevant absolute amount in the row titled ‘2021 adjusted’. Organic operating margin is calculated by dividing operating profit before exceptional items by net sales after excluding the impact of exchange rate movements, certain fair value remeasurements, hyperinflation and acquisitions and disposals.

(a) Exchange rates
Exchange in the organic movement calculation reflects the adjustment to recalculate the reported results as if they had been generated at the prior period weighted average exchange rates.
Exchange impacts in respect of the external hedging of intergroup sales by the markets in a currency other than their functional currency and the intergroup recharging of services are also translated at prior period weighted average exchange rates and are allocated to the geographical segment to which they relate. Residual exchange impacts are reported as part of the Corporate segment. Results from hyperinflationary economies are translated at forward-looking rates starting from the year ending 30 June 2023. Reported results are recalculated as if they had been generated at those forward-looking rates.
(b) Acquisitions and disposals
For acquisitions in the current period, the post-acquisition results are excluded from the organic movement calculations. For acquisitions in the prior period, post-acquisition results are included in full in the prior period but are included in the organic movement calculation from the anniversary of the acquisition date in the current period. The acquisition row also eliminates the impact of transaction costs that have been charged to operating profit in the current or prior period in respect of acquisitions that, in management’s judgement, are expected to be completed.

Where a business, brand, brand distribution right or agency agreement was disposed of or terminated in the reporting period, the group, in the organic movement calculations, excludes the results for that business from the current and prior period. In the calculation of operating profit, the overheads included in disposals are only those directly attributable to the businesses disposed of, and do not result from subjective judgements of management.

(c) Exceptional items
Exceptional items are those that in management’s judgement need to be disclosed separately. Such items are included within the income statement caption to which they relate, and are excluded from the organic movement calculations. It is believed that separate disclosure of exceptional items and the classification between operating and non-operating items further helps investors to understand the performance of the group. Changes in estimates and reversals in relation to items previously recognised as exceptional are presented consistently as exceptional in the current year.

133

Business review (continued)
Exceptional operating items are those that are considered to be material and unusual or non-recurring in nature and are part of the operating activities of the group such as impairment of intangible assets and fixed assets, indirect tax settlements, property disposals and changes in post employment plans.

Gains and losses on the sale or directly attributable to a prospective sale of businesses, brands or distribution rights, step up gains and losses that arise when an investment becomes an associate or an associate becomes a subsidiary and other material, unusual non-recurring items that are not in respect of the production, marketing and distribution of premium drinks, are disclosed as exceptional non-operating items below operating profit in the income statement.

Exceptional current and deferred tax items comprise material and unusual or non-recurring items that impact taxation. Examples include direct tax provisions and settlements in respect of prior years and the remeasurement of deferred tax assets and liabilities following tax rate changes.

(d) Fair value remeasurement
Fair value remeasurement in the organic movement calculation reflects an adjustment to eliminate the impact of fair value changes in biological assets, earn-out arrangements that are accounted for as remuneration and fair value changes relating to contingent consideration liabilities and equity options that arose on acquisitions recognised in the income statement.

Growth on a constant basis
Growth on a constant basis is a measure used by the group to understand the trends of the business and its recovery towards pre-Covid-19 performance.
The 2019 adjusted base is an appropriate comparator for fiscal 19 to fiscal 22 growth calculation on a constant basis, as the rates used for constant currency calculations in fiscal 20 were not materially different from those used for constant currency calculations in fiscal 21 and fiscal 22, and there were no material acquisition or disposal related adjustments or accounting treatment changes in the period.
2019 to 2022 growth on a constant basis is calculated as adding up the respective periods’ organic movement in the row titled ‘Organic movement’ in the tables below, expressed as a percentage of the relevant absolute amount in the row titled ‘2019 adjusted’. The most comparable GAAP financial measure is '2019 to 2022 reported movement %' in the tables below which is calculated by combining the reported movements for the respective periods, expressed as a percentage of the 2019 reported amount.

Organic growth excluding Travel Retail and Guinness
Additional information on the performance of the business excluding Travel Retail and Guinness was provided in prior years. However, the recovery of the on-trade for Guinness, particularly in Europe, and the partial recovery of Travel Retail has made this measure redundant and therefore no additional information is disclosed for fiscal 22.

Adjustment in respect of hyperinflation
Before 2022, organic results from hyperinflationary economies were translated at respective years’ actual rates which meant that organic movements were broadly in line with reported movements. A review of this methodology was completed in 2022 when Turkey became a hyperinflationary economy.
The group's experience is that hyperinflationary conditions result in price increases that include both normal pricing actions reflecting changes in demand, commodity and other input costs or considerations to drive commercial competitiveness, as well as hyperinflationary elements and that for the calculation of organic movements, the distortion from hyperinflationary elements should be excluded.
Cumulative inflation over 100% (2% per month compounded) over three years is one of the key indicators within IAS 29 to assess whether an economy is deemed to be hyperinflationary. As a result, the definition of 'Organic movements' has been updated to include price growth in markets deemed to be hyperinflationary economies, up to a maximum of 2% per month while also being on a constant currency basis. Corresponding adjustments are made to all income statement related lines in the organic movement calculations.
In the tables presenting the calculation of organic movements, 'hyperinflation' has been added as a reconciling item between reported and organic movements that also includes the relevant IAS 29 adjustments. Organic movements for Argentina, Venezuela and Lebanon have not been recalculated in line with this methodology as their contribution is not significant.

134

Business review (continued)
Organic movement calculations for the year ended 30 June 2022 were as follows:



76
North America
million
Europe
million
Asia
Pacific
million
Africa
million
Latin America
and Caribbean
million
Corporate
million
Total
million
Volume (equivalent units)
2019 reported49.4 45.4 95.1 33.6 22.4 — 245.9 
Disposals(2.1)(0.1)— (2.7)— — (4.9)
2019 adjusted47.3 45.3 95.1 30.9 22.4 — 241.0 
Organic movement (2020)0.1 (5.2)(14.5)(4.0)(3.4) (27.0)
Organic movement (2021)5.1 2.9 7.0 4.8 4.1  23.9 
2020 and 2021 movement on a constant basis5.2 (2.3)(7.5)0.8 0.7  (3.1)
Volume (equivalent units)
2020 reported53.242.787.631.823.1— 238.4
Disposals(2)
— (0.7)— (0.4)— — (1.1)
2021 adjusted53.2 42.0 87.6 31.4 23.1 — 237.3 
Organic movement1.4 8.5 6.6 4.0 4.0  24.5 
Acquisitions and disposals(2)
0.2 0.7  0.3   1.2 
2022 reported54.8 51.2 94.2 35.7 27.1  263.0 
Organic movement %3 20 8 13 17  10 
2019 to 2022 reported growth %11 13 (1)6 21  7 
2019 to 2022 growth on a constant basis %13 15 (1)16 21  9 

Business description (continued)

North America
£ million
Europe
£ million
Asia
Pacific
£ million
Africa
£ million
Latin America
and Caribbean
£ million
Corporate
£ million
Total
£ million
Sales
2021 reported5,803 4,795 5,146 2,020 1,369 20 19,153 
Exchange(1)(8)— (3)
Disposals(2)
— (21)— (30)— — (51)
2021 adjusted5,804 4,773 5,138 1,992 1,372 20 19,099 
Organic movement735 1,298 525 433 541 35 3,567 
Acquisitions and disposals(2)
38 26  20 5  89 
Exchange105 (885)(39)(42)27 (1)(835)
Hyperinflation 528     528 
2022 reported6,682 5,740 5,624 2,403 1,945 54 22,448 
Organic movement %13 27 10 22 39 175 19 
'Society 2030: Spirit of Progress' – putting positive societal impact at the heart of our business strategy
We are a successful global business, building and nurturing some of the world’s most recognised brands. A fundamental part of our success is being responsible. That is about making sure we are inclusive and sustainable, and acknowledging that our impact and influence extend beyond our own operations. It is also about being accountable and transparent – which is why we report our non-financial performance in this section.
Responding to the issues that matter
'‘Society 2030: Spirit of Progress‘ is our global programme addressing the most material(1) issues facing our company, people, brands, suppliers and communities. Its ambitions are embedded in our business strategy, and it aims to make a positive impact on people and the planet everywhere we live, work, source and sell.
The programme builds on our earlier progress on environmental, social and governance (ESG) issues. At the heart of ‘Society 2030: Spirit of Progress‘ are three priorities:
Promote positive drinking – changing the way the world drinks, for the better.
Champion inclusion and diversity – creating an inclusive and diverse culture for a better business.
Pioneer grain-to-glass sustainability – preserving the natural resources we all depend on.
We have set 25 targets across a range of ESG issues that matter to our business, to the communities we work with, to society as a whole and to the planet. We’ve mapped these targets to the objectives and timeline of the UN’s 2030 Sustainable Development Goals. While we have made significant progress against many of our targets, there is still much to do. In some cases, we set our targets with the expectation that we'd need innovation to reach them, and we still do. We also regularly review our material issues to make sure the 'Society 2030: Spirit of Progress' plan is still fit for purpose to address the issues most material to our business and our impact on people and the planet. While we made no changes to our plan or targets in fiscal 23, we will continue to assess them and expect to refine and possibly reframe our approach to material issues in fiscal 24.
This section of the Annual Report sets out our progress against our targets in fiscal 23, and our future plans. It contains reporting on other aspects of our non-financial performance, as part of our continuing drive to be transparent and accountable. This includes reporting on how we are addressing climate change risk against the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD). It also includes information about our approach to human rights, business integrity, our people and health and safety, all of which are fundamental to our long-term success as a responsible business.

A better world, a better business
By working towards our goals, we are doing the right thing by contributing to a better society and a healthier planet. We believe we are also making ourselves a better, more competitive business, and one that is more resilient for the long term.
More specifically, ‘Society 2030: Spirit of Progress‘ helps us to:
Manage our risks from climate change, and spot opportunities to innovate
Attract the best, most diverse talent
Make our supply chains more resilient
Enhance our reputation with our investors, consumers and other stakeholders
Strengthen our brands

Governance
Both the Board and the Executive Committee oversee our ‘Society 2030: Spirit of Progress‘ plan. The Board conducts regular reviews of our most material issues, our strategy to address those issues and our targets used to measure our strategy in action. Our Chief Executive, Debra Crew, is ultimately accountable for overall performance against ESG targets, while responsibility for the component parts of 'Society 2030: Spirit of Progress' is shared between members of our Executive Committee. At the local and market level, our regional presidents and general managers have frontline responsibility, supported by our Global Spirit of Progress Director and team. The markets are also supported by Executive Committee members representing global functions.

Linking performance to remuneration
Five of our targets are key performance indicators for our business as a whole, which is why they're also linked to our senior leaders’ long-term incentive plans. The goals in our long-term incentive plans include:
Number of people who confirm changed attitudes to the dangers of underage drinking after participating in a Diageo-supported education programme
Inclusion and diversity (one measure of the percentage of female leaders globally and another measure of the percentage of ethnically diverse leaders globally)
Improvement in water efficiency
Reduction in greenhouse gas emissions in our direct operations (Scope 1 & 2)
This represents all three strategic priorities of our ‘Society 2030: Spirit of Progress‘ ambition, and reflects our vision to make a positive impact on the environment and society.
(1) Our latest materiality assessment is included in our ESG Reporting Index.
13577

Business reviewdescription (continued)
North America
£ million
Europe
£ million
Asia
Pacific
£ million
Africa
£ million
Latin America
and Caribbean
£ million
Corporate
£ million
Total
£ million
Net sales
2019 reported4,460 2,939 2,688 1,597 1,130 53 12,867 
Exchange(34)(19)(2)(48)
Reclassification— — — — (10)— (10)
Disposals(75)(1)(1)(91)(1)— (169)
2019 adjusted4,351 2,919 2,688 1,504 1,123 55 12,640 
Organic movement (2020)105 (358)(423)(200)(169)(16)(1,061)
Organic movement (2021)929 108 308 258 275 (18)1,860 
2020 and 2021 movement on a constant basis1,034 (250)(115)58 106 (34)799 
Net sales
2021 reported5,209 2,558 2,488 1,412 1,046 20 12,733 
Exchange(1)
— (2)— 
Disposals(2)
— (20)— (20)— — (40)
2021 adjusted5,210 2,538 2,486 1,394 1,047 20 12,695 
Organic movement754 766 402 308 451 35 2,716 
Acquisitions and disposals(2)
34 23  15 3  75 
Exchange(1)
97 (304)(4)(35)24 (1)(223)
Hyperinflation 189     189 
2022 reported6,095 3,212 2,884 1,682 1,525 54 15,452 
Organic movement %14 30 16 22 43 175 21 
2019 to 2022 reported growth %37 9 7 5 35 2 20 
2019 to 2022 growth on a constant basis %41 18 11 24 50 2 28 
Reporting transparently
North America
£ million
Europe
£ million
Asia
Pacific
£ million
Africa
£ million
Latin America
and Caribbean
£ million
Corporate
£ million
Total
£ million
Marketing
2021 reported936 473 418 168 161 2,163 
Exchange— (1)(3)— (1)(4)
Disposals(2)
— (1)— (2)— — (3)
2021 adjusted936 471 419 163 161 2,156 
Organic movement222 122 68 36 79 5 532 
Acquisitions and disposals(2)
24 1  2 1  28 
Fair value remeasurement of contingent considerations, equity option and earn out arrangements(1)     (1)
Exchange19 (34)3 (2)2 1 (11)
Hyperinflation 17     17 
2022 reported1,200 577 490 199 243 12 2,721 
Organic movement %24 26 16 22 49 83 25 
We define our targets carefully, along with clear non-financial reporting boundaries and methodologies for each. For more details, see page 292-295. The reporting of non-financial information is evolving quickly. We are committed to continuously evaluating and improving our approach as well as responding to changes in regulation.

136

Business review (continued)
Operating profit before exceptional itemsNorth America
£ million
Europe
£ million
Asia
Pacific
£ million
Africa
£ million
Latin America
and Caribbean
£ million
Corporate
£ million
Total
£ million
2019 reported4,116 
Exchange— 
Disposal(29)
2019 adjusted4,087 
Organic movement (2020)(589)
Organic movement (2021)627 
2020 and 2021 movement on a constant basis38 
Operating profit before exceptional items
2021 reported2,237 635 608 171 303 (208)3,746 
Exchange(1)
(14)(2)(5)10 (9)(13)
Fair value remeasurement of contingent considerations and equity option27 — — — — 34 
Fair value remeasurement of biological assets— — — — — — — 
Acquisitions and disposals(2)
(10)— 12 — — 11 
2021 adjusted2,239 650 603 193 310 (217)3,778 
Organic movement148 418 98 152 218 (39)995 
Acquisitions and disposals(2)
(28)11  (10)  (27)
Fair value remeasurement of contingent considerations, equity option and earn out arrangements32 36   (3) 65 
Fair value remeasurement of biological assets    (5) (5)
Exchange(1)
63 (108)10 (20)18 18 (19)
Hyperinflation 10     10 
2022 reported2,454 1,017 711 315 538 (238)4,797 
Organic movement %7 64 16 79 70 (18)26 
Organic operating margin % (3)
202240.0 32.3 24.3 20.3 35.2 n/a31.0 
202143.0 25.6 24.3 13.8 29.6 n/a29.8 
Margin movement (bps)(295)671 2 643 564 n/a121 
2019 to 2021 reported growth %123 66 74 106 112 (198)17 
2019 to 2022 growth on a constant basis %35 48 18 92 84 (75)25 
Promote positive drinking
As a responsible business, we want to change the way people drink – for the better. This is why we promote moderate drinking and invest in education programmes to discourage the harmful use of alcohol.

(i)    ForAround the reconciliationworld, we reach audiences with messages that aim to change attitudes, whether it’s highlighting the harm of salesunderage drinking or binge drinking, warning of the dangers of drink driving, or using our brands to net sales, see page 100.highlight the importance of moderation.
(ii)    PercentagesWe continue to look for ways to improve as we strive to engage more people through our work to promote positive drinking. This extends to how we measure and margin movement are calculatedevaluate the impact of our work and its effect on rounded figures.changing peoples' attitudes.

Notes: Information in respectHow we promote positive drinking
Our main tools are:
DRINKiQ – our interactive online platform that gives users facts about alcohol and the effects of drinking on the body and mind, and the impact that harmful alcohol consumption has on people and society.
SMASHED – an award-winning programme that educates young people on the dangers of underage drinking.
'Wrong Side of the organic movement calculationsRoad' – our interactive learning experience that aims to discourage drink driving.
Brand-led campaigns – harnessing our marketing resources to promote moderation through our brands.
We stringently control our own marketing and advertising, in line with our Diageo Marketing Code. We work with our industry and with advertising organisations to help create a safe environment in media and online.
Our work is coordinated by our Positive Drinking Council, which has representatives from across the business.

(1)
Increasing knowledge and awareness with DRINKiQ
Target by 2030
Champion health literacy and tackle harm through DRINKiQ in every market where we live, work, source and sell
Number of markets that have
launched DRINKiQ
21
DIA024-BAR-ESG_1.jpg

DRINKiQ is our online responsible drinking tool. It champions health literacy by providing facts about alcohol, complementing resources offered by governments, charities and other stakeholders. The aim is to invite consumers to change their attitudes to alcohol and empower them to achieve a balanced lifestyle.
We have launched DRINKiQ in all the markets where it's legally permissible. It is live in 21 markets, 56 countries and 23 languages, and we promote it through our product labels, social media channels and marketing to make sure as many people as possible use it. While we have reached our target by launching DRINKiQ in all the markets we operate in, we are determined to continue promoting it so that consumers have access to information that can increase their knowledge and awareness of the impact of movementsharmful drinking.
In fiscal 23, markets around the world ran campaigns to connect people with DRINKiQ. In Hungary, we teamed up with Sziget, the Island of Freedom, the biggest summer festival in exchange rates on reported figuresCentral Eastern Europe, to deliver an innovative DRINKiQ campaign. Visitors got responsible drinking messages and links to DRINKiQ.com through reusable cups, fence banners, tote bags, Facebook and Instagram posts. Tens of thousands of people visited DRINKiQ during the summer and the campaign was shortlisted for net salesthe European Festival Awards. In South Korea, a DRINKiQ digital campaign over the festive period resulted in more than 20,000 people completing the DRINKiQ Quiz and operating profit was principally2.4 million page views in respect of the translation exchange impact of the strengthening of sterling against the euro and Turkish lira, partially offset by weakening of sterling against the US dollar
(2)    Acquisitions and disposals that had an effect on volume, sales, net sales, marketing and operating profit in the year ended 30 June 2022, are detailed on page 138.
(3)    Operating margin calculated by dividing Operating profit before exceptional items by net sales.just one month.


















13778

Business reviewdescription (continued)
Tackling underage drinking through SMASHED
Target by 2030
Scale up our SMASHED partnership and educate 10 million young people, parents and teachers on the dangers of underage drinking
Number of people educated on the dangers of underage drinking through a Diageo-supported education programme in fiscal 23
1,985,817 
DIA017-BAR-ESG_1.jpg
In the year ended 30 June 2022, the acquisitions
We believe it is never acceptable for anyone underage to consume alcohol. This is why we have run campaigns and disposalsprogrammes to combat underage drinking for many years, including campaigns to ensure a consistent approach to legal purchase age for alcohol across categories. SMASHED is a programme that affected volume, sales, net sales, marketing and operating profit were as follows, as per footnote (2)educates young people aged from 10 to 17 in 38 countries on the previous pagedangers of underage drinking either live or online format. It was developed by Collingwood Learning and we are proud to sponsor it.
SMASHED began in 2005 as a live theatre production and has since been adapted for online learning. To make the programme as successful as possible, the performance can be tailored to specific countries using local actors and cultural references.
In fiscal 23, our ambition was to educate more than 800,000 people through SMASHED, but we have surpassed this by educating 1,985,817 people, with 1,548,996 people confirming changed attitudes on the dangers of underage drinking following participation in a Diageo-supported education programme. We have educated 3.79 million people since our baseline year of 2018.
:
 Volume
equ. units million
Sales
£ million
Net sales
£ million
Marketing
£ million
Operating
profit
£ million
Year ended 30 June 2021
Acquisitions
Aviation Gin and Davos Brands— — — — 
Chase Distillery— — — — 
Lone River Ranch Water— — — — — 
Loyal 9 Cocktails— — — — — 
— — — — 11 
Disposals
South African ready to drink— (8)(4)— — 
Meta Abo Brewery(0.4)(22)(16)(2)12 
Picon(0.7)(21)(20)(1)(12)
(1.1)(51)(40)(3) 
Acquisitions and disposals(1.1)(51)(40)(3)11 
Year ended 30 June 2022
Acquisitions
Aviation Gin and Davos Brands 6 5 (4)(11)
Chase Distillery 5 3 (1)(2)
Lone River Ranch Water0.1 14 13 (13)(13)
Loyal 9 Cocktails 14 11 (5)(2)
Mezcal Unión0.1 6 5 (1)1 
21Seeds 3 3 (2)(2)
0.2 48 40 (26)(29)
Disposal
Meta Abo Brewery0.3 20 15 (2)(10)
Picon0.7 21 20 — 12 
1.0 41 35 (2)2 
Acquisitions and disposals1.2 89 75 (28)(27)

To achieve this, we have:
Extended SMASHED Live to 10 new countries and SMASHED Online to 12 new countries including Argentina, Chile, Paraguay, Panama and Costa Rica.
Launched a shorter facilitated live version, allowing us to reach more people while maintaining the programme's effectiveness. This was a direct response to feedback from teachers.
Developed three new versions of SMASHED Online in India.
Launched a new version of SMASHED Online for Northern Ireland.
SMASHED has been recognised by industry and marketing peers, winning 12 awards from eight organisations in fiscal 23. The awards recognised the quality of the learning experience, the creativity of its immersive, story-led approach and excellence in other areas including innovation and digital technology.

Changing attitudes to drink driving
Target by 2030
Extend our UNITAR partnership and promote changes in attitudes to drink driving, reaching five million people
Number of people educated about
the dangers of drink driving in fiscal 23
706k
138DIA024-BAR-ESG_3.jpg

We have long worked to alert people to the dangers of drink driving. Initially we partnered with police, local authorities and other agencies that support enforcement of drink drive laws. In 2021, we launched the 'Wrong Side of the Road' (WSOTR) digital learning resource with the United Nations Institute for Training and Research (UNITAR) to help people understand the impact of drink-driving on themselves and others.

WSOTR is available in digital and classroom formats, is live in 24 countries, and reached 706,000 people in fiscal 23. This year, we have found new ways to reach more people through partnerships in India, reaching 230,000 people by:
Launching WSOTR with the national road safety agency – driving-test candidates can now experience WSOTR as they wait for their driving test.
Making WSOTR available in a classroom format through driving schools.
We believe that promoting WSOTR in a setting such as a driving school, where people are already learning about road safety is a particularly effective setting for this resource.

79

Business reviewdescription (continued)
Earnings per share before exceptional items Using the power of our brands
Earnings per share before exceptional items is calculated by dividing profit attributable to equity shareholders of the parent company before exceptional items by the weighted average number of shares in issue.
Target by 2030
Leverage Diageo marketing and innovation to make moderation the norm – reaching 1 billion people with dedicated responsible drinking messages
Number of people reached with responsible drinking messages from our brands in fiscal 23645m
Earnings per share before exceptional items for the year ended 30 June 2022 and 30 June 2021 are set out in the table below:
DIA024-BAR-ESG_4.jpg
 2022 £ million2021 £ million
Profit attributable to equity shareholders of the parent company3,249 2,660 
Exceptional operating and non-operating items405 
Exceptional tax charges 88 
Tax in respect of exceptional operating and non-operating items(31)(4)
Exceptional items attributable to non-controlling interests(103)
3,520 2,746 
Weighted average number of sharesmillionmillion
Shares in issue excluding own shares2,318 2,337 
Dilutive potential ordinary shares7 
2,325 2,345 
 pencepence
Basic earnings per share before exceptional items151.9 117.5 
Diluted earnings per share before exceptional items151.4 117.1 

Our brands are among our most powerful tools in shaping consumer attitudes and promoting moderation. We are proud to have achieved our 2030 target early, having reached more than 1.4 billion people in total with messages of moderation from fiscal 21 to the end of fiscal 23. We have done this by delivering campaigns at scale in all the key regions where we operate.
Free cash flowOur fiscal 23 highlights include:
Free cash flow comprisesIn North America, reaching 88 million people with our Johnnie Walker 'Rewind the net cash flow from operating activities aggregatedNight' moderation campaign.
In Latin America and Caribbean, continuing to expand the 'Derribando Mitos' moderation campaign, now in its third year, to reach 51 million people across seven countries.
In China, combining the power of the Baileys and Tanqueray No. TEN brands with a deep understanding of popular culture and a 'digital first' approach to promote moderation among young, urban adults, reaching 14.8 million people.
We remain committed to using our expertise in consumer insights and marketing to positively influence attitudes towards moderation across the net cash received/paidworld.

Marketing in a responsible way

Our Diageo Marketing Code (DMC) and Digital Code not only set minimum standards for working capital loans receivable, cash paid or received for investmentsresponsible marketing, they also represent a cornerstone of our corporate culture and the net cash expenditure paidway we do business. The DMC includes, among other principles, our commitment to making sure we depict and encourage only responsible and moderate drinking, and never target underage audiences. We are proud to have a proven track record of compliance, which is underpinned by mature business processes, and appropriate checks and balances in every market we operate in.
We published the latest version of the DMC in January 2023, with enhanced rules governing the marketing of our non-alcoholic brands and reinforcing our commitment to advertise them to adults only. Also, in September 2022 we launched a new e-learning module on digital compliance for property, plantour brand teams worldwide, with guidance on topics including:
Transparency – making sure that influencers’ social media posts promoting our brands tell consumers about the nature of the partnership with hashtags such as #Ad.
Data privacy – further strengthening our approach to the use of consumer data in our digital marketing in line with GDPR (General Data Protection Regulation) principles.
We continue to play a leading role in shaping a vision for a safe, inclusive online ecosystem for our consumers and equipmentbrands. This is why we have championed the updated version of the World Federation of Advertisers (WFA) Global Media Charter, released in March 2023, re-emphasising our focus on marketing responsibly and computer softwaremaking a positive societal impact.
We are pleased to report that are included in net cash flow from investing activities.
The remaining components of net cash flow from investing activities thatall our ads complied with a 2023 review by the WFA’s Responsible Marketing Pact and the European Advertising Standards Alliance, aimed at making sure alcoholic beverage ads do not form part of free cash flow, as definedcontain elements that appeal mainly
to minors. We are also pleased that no complaints about Diageo marketing were upheld
by the group’s management, are in respect of the acquisition and sale of businesses and non-working capital loans to and from associates.
The group’s management regards the purchase and disposal of property, plant and equipment and computer software as ultimately non-discretionary since ongoing investment in plant, machinery and technology is required to support the day-to-day operations, whereas acquisition and sale of businesses are discretionary.
Where appropriate, separate explanations are given for the impacts of acquisition and sale of businesses, dividends paid and the purchase of own shares, each of which arises from decisions that are independent from the running of the ongoing underlying business.
Free cash flow reconciliations for thekey industry bodies this year ended 30 June 2022 and 30 June 2021 are set out in the table below:
 2022 £ million2021 £ million
Net cash inflow from operating activities3,935 3,654 
Disposal of property, plant and equipment and computer software17 13 
Purchase of property, plant and equipment and computer software(1,097)(626)
Movements in loans and other investments(72)(4)
Free cash flow2,783 3,037 
139

Business review (continued)
Operating cash conversion
Operating cash conversion is calculated by dividing cash generated from operations excluding cash inflows and outflows in respect of exceptional items, dividends received from associates, maturing inventories, provisions, other items and post employment payments in excess of the amount charged to operating profit by operating profit before depreciation, amortisation, impairment and exceptional operating items.
The measure is excluding any hyperinflation adjustment above the organic treatment of hyperinflationary economies. The ratio is stated at the budgeted exchange rates for the respective year and is expressed as a percentage.
Operating cash conversion for the year ended 30 June 2022 and 30 June 2021 were as follows:
 2022
£ million
2021
£ million
Profit for the year3,338 2,799 
Taxation1,049 907 
Share of after tax results of associates and joint ventures(417)(334)
Net finance charges422 373 
Non-operating items17 (14)
Operating profit4,409 3,731 
Exceptional operating items388 15 
Fair value remeasurement(60)36 
Depreciation, amortisation and impairment(1)
489 447 
Hyperinflation adjustment(10)— 
Retranslation to budgeted exchange rates27 375 
5,243 4,604 
Cash generated from operations5,212 4,857 
Net exceptional cash paid/(received)(2)
15 (49)
Post employment payments less amounts included in operating profit(1)
89 35 
Net movement in maturing inventories(3)
360 174 
Provision movement58 60 
Dividends received from associates(190)(290)
Other items(1)
(53)(88)
Hyperinflation adjustment(22)— 
Retranslation to budgeted exchange rates42 387 
5,511 5,086 
Operating cash conversion105.1 %110.5 %
(1)    Excluding exceptional items.
(2)    Exceptional cash payments for other donations was £2 million (2021 - £1 million) and for winding down Russian operations was £13 million (2021- £nil)(see next page). For the year ended 30 June 2021, exceptional cash received for substitution drawback was £60 million and exceptional cash payments for tax payments were £10 million.
(3)    Excluding non-cash movements such as exchange and the impact of acquisitions and disposals.
140

Business review (continued)
Return on average invested capital
Return on average invested capital is used by management to assess the return obtained from the group’s asset base and is calculated to aid evaluation of the performance of the business.
The profit used in assessing the return on average invested capital reflects operating profit before exceptional items attributable to equity shareholders of the parent company plus share of after tax results of associates and joint ventures after applying the tax rate before exceptional items for the fiscal year. Average invested capital is calculated using the average derived from the consolidated balance sheets at the beginning, middle and end of the year. Average capital employed comprises average net assets attributable to equity shareholders of the parent company for the year, excluding net post employment benefit assets/liabilities (net of deferred tax) and average net borrowings. This average capital employed is then aggregated with the average restructuring and integration costs net of tax, and goodwill written off to reserves at 1 July 2004, the date of transition to IFRS, to obtain the average total invested capital.
Calculations for the return on average invested capital for the year ended 30 June 2022 and 30 June 2021 are set out in the table below:
 2022 £ million2021 £ million
Operating profit4,409 3,731 
Exceptional operating items388 15 
Profit before exceptional operating items attributable to non-controlling interests(192)(138)
Share of after tax results of associates and joint ventures417 334 
Tax at the tax rate before exceptional items of 22.5% (2021 – 22.2%)(1,173)(906)
3,849 3,036 
Average net assets (excluding net post employment benefit assets/liabilities)8,428 8,146 
Average non-controlling interests(1,641)(1,587)
Average net borrowings12,859 12,672 
Average integration and restructuring costs (net of tax)1,639 1,639 
Goodwill at 1 July 20041,562 1,562
Average invested capital22,847 22,432 
Return on average invested capital16.8%13.5%


14180

Business description (continued)
Advertising complaints upheld by key industry bodies that report publicly
Across some of our markets, advertising regulators and industry bodies publicly report breaches of self-regulatory alcohol marketing codes.     No breaches were upheld by any of these key bodies about Diageo's advertising this year.

Incidents of non-compliance concerning marketing communications – FY23(1)
CountryBodyIndustry complaints upheldComplaints about Diageo brands upheld
United StatesDistilled Spirits Council of the United States00
AustraliaABAC Scheme270
United KingdomAdvertising Standards Authority170
Portman Group90
Republic of IrelandAdvertising Standards Authority for Ireland30
(1) From 1 July 2022 to 5 May 2023.


81

Business description (continued)
Doing business the right way
We want to do business in the right way every day, everywhere. This is about making sure our people and suppliers demonstrating integrity, living our values, and behaving in an ethical way that underpins our Code of Business Conduct. We expect everyone who works for us and alongside us to uphold human rights and stand up for what is right.

Standing up for human rights
We want people who work for us or with us to feel they are treated fairly and with respect. This means working hard to make sure we don’t infringe their human rights, and that we are not complicit with anyone else who does. We seek to build credibility and trust by expecting everyone who works with us to adopt our standards.
Our policies cover our responsibilities to protect the human rights of everyone working in our direct operations, our value chain and communities. They are in line with internationally recognised laws, regulations and guidelines including the UN Guiding Principles on Business and Human Rights, and the International Labor Organization’s Declaration on Fundamental Principles and Rights at Work.

Updating our human rights governance
We continue to enhance our policies(1), standards and disclosures and embed human rights in our enterprise risk management processes.
In fiscal 23, our Global Audit and Risk team reviewed our human rights due diligence by risk area and risk setting to look for opportunities to strengthen our approach and better assess its effectiveness. As a result, we are strengthening our internal governance risk assessment process and committing to more frequent audits of our high-risk markets with:
A strategic human rights review with the Board at least once a year
An annual review of our list of high-risk markets for direct operations
An annual review of human rights risks by direct operations against a self-assessment questionnaire
A commitment to audit high-risk markets once every three years
We have also developed training to build our teams' capability in effectively managing human rights risks. This helps us to be alert to these risks and able to act effectively when we see them.

Focussing on salient human rights issues
Our Human Rights Impact Assessment (HRIA) programme from 2015 to 2021 highlighted three salient external business and supply chain risks: labour rights, including child labour risks; labour standards for contract workers; and sexual harassment in the hospitality sector. In response, we created awareness programmes on child labour and modern slavery, conducted an independent review of contract labour and developed standards and training to protect brand promotion teams.
To refresh and enhance our assessment of salient issues, we’re reviewing current and emerging laws and regulations alongside our internal processes to assess our operational, commercial and reputational risk in priority jurisdictions. We are also assessing salient risks for third-party suppliers in priority supply chains.
We have also continued to address our global salient risks by:
Launching a brand promoter training website in 18 languages to help us track training completions and agency compliance with our Brand Promoter Standard.
Brand promoter training website in
18 languages
Refreshing our child labour training and making it part of our wider smallholder farmer programme from fiscal 24
Participating in a pilot project in Africa to understand the gaps that exist within our supply chain to living wage benchmarks and how we can support our supply chain to bridge those gaps through time

Strengthening our approach to responsible sourcing
To enhance our approach to responsible sourcing we have begun screening for human rights with higher-risk potential suppliers before onboarding. This helps us make more informed decisions on human rights risks and gives us the chance to assess and mitigate the salient issues before we contract with a supplier. We have also extended our supplier requirements on responsible sourcing to our licensed manufacturers globally.
(1) https://www.diageo.com/en/our-business/corporate-governance/code-of-business-conduct/policies-and-standards

82

Business description (continued)
Connecting climate risk with human rights
Climate change is already having a negative impact on people and communities, not least through water stress, but also by affecting working conditions. We’ve begun a project looking at how we can help workers in our sugarcane supply chain avoid serious health impacts from heat stress driven by climate change. We have partnered with NGOs, government agencies, customers and our suppliers to build awareness around the issues workers face in a changing climate, measure their metabolic data and implement plans to improve conditions. This includes providing workers with more water and mobile shade tents, as well as rest schedules designed around the conditions in specific sites. We have launched this programme with our suppliers in our rum supply chain in Jamaica and Guatemala.

Upholding business integrity

Working with integrity is an important part of who we are and how we achieve our performance ambition to be the best performing, most trusted and respected consumer products company in the world. We all have a part to play in building credibility and trust with stakeholders by doing our jobs in the right way. By being proud of what we do, and how we do it, our conduct will bring about success we can all be proud of.

Reinforcing our Code of Business Conduct
Our Code of Business Conduct is central to how we encourage all our people to work in the right way by making the right choices. Our Code sets out what we stand for as a business and how we demonstrate our high standards of integrity and ethical behaviour. It is guided by our purpose and values. It seeks to provide clarity on how we are expected to behave to build the trust and respect of everyone who interacts
with us.
Each year, all eligible employees receive mandatory training as an opportunity to reflect and certify that they have read, understood and complied with the Code and our global policies. This year, 97% of eligible employees completed the training.
Training is via an interactive e-learning module accessible through any device, or classroom training for those who do not have regular computer access. The training covers topics that help employees understand more about doing the right thing, from grain to glass.
This year, there were 88 breaches of the Code, down by 27% compared to fiscal 22.

Training completed by
97% of eligible employees


Managing third-party risks
Business integrity is also vital in our network of relationships with third parties. Our Know Your Business Partner (KYBP) programme helps us screen for potential risks and be certain about the true identity of third parties before we start a contractual relationship with them.
Throughout fiscal 23, we continued to expand our third-party screening programme to incorporate the many new sanctions rules relating to Russia’s invasion of Ukraine. We also focussed on streamlining the KYBP process by better integrating it into our customer and vendor onboarding to make ourselves more efficient, without making the process any less thorough.

Promoting our whistleblowing service
We encourage everyone to report potential breaches of our Code, policies or standards through our confidential whistleblowing service, SpeakUp. This is run by an independent third-party, is available around the clock and lets employees and external parties report concerns anonymously. This includes issues like bullying, harassment, discrimination and human rights concerns.
The number of SpeakUp reports filed fell during fiscal 23 and is now similar to pre-pandemic levels. In fiscal 23, we rolled out a global awareness campaign for SpeakUp, emphasising our zero tolerance of retaliation against anyone reporting a concern or helping with an investigation. The video-based campaign also showcased the SpeakUp QR code for easy access to the system.
Training our leaders
Treating each other with dignity and respect is an important part of doing business the right way. To reinforce this, we’ve created a training programme for our leaders called Leading with Integrity, designed to:
Increase awareness of our Dignity at Work policy
Give guidance on managing SpeakUp reports and resolving any conflicts
Give leaders the tools they need to handle and resolve issues around Dignity at Work
Build knowledge, shared understanding and skills on the importance of leading in line with our values and leadership standards



83

Business reviewdescription (continued)
Adjusted net borrowings
Our people and culture:
the key to our success
Our talented and diverse workforce, together with our brands and inclusive culture,
continue to be a competitive advantage for our business, enabling us to perform at our best.

Highly engaged people and an inclusive culture
Our 30,237 people(1) are our most valuable assets. Their sense of
purpose and pride in what they do, and their commitment
to adjusted EBITDAour brands, consumers, customers and each other are the hallmarks of
our culture.
In December 2022, we celebrated our 25th anniversary with a global webcast and heard from employees on what they valued most about working for Diageo. The themes were consistent with those emerging from our employee listening sessions, namely the quality of our talent, our purpose, values and brands, and our uniquely diverse workforce and inclusive culture. The feedback also reinforces our core values: we are passionate about our customers and consumers and always strive to be the best. We give each other freedom to succeed and value each other. We work hard so we can be proud of what we do, and this pride is a source of energy that fuels our performance.

Employee Engagement Index
84%(2)

Despite ongoing volatility in our markets, we continue to see strong employee engagement. In our Your Voice survey this year, our Employee Engagement Index increased from 82% in fiscal 22 to 84%, and our Employer Advocacy score – the proportion of people who would recommend Diageo manages its capital structureas a great place to work – is 84%, which is 11 percentage points higher than our external benchmark(3) . That is an improvement of two percentage points on last year. Similarly, the percentage of people who are proud to work for Diageo improved by one percentage point to 91%, which is 14 percentage points higher than our external benchmark. This strong advocacy and pride contributes to the strength of our external employer brand. In fiscal 23, we have seen a 31% increase in the number of external applicants for open roles, while engagement with our employer brand LinkedIn content has been above benchmark levels.
Diageo's purpose is 'celebrating life every day, everywhere'. Recognising the importance of celebration in engagement and performance, in fiscal 23 we began to roll out a global employee recognition programme, Celebrate. This programme empowers our people to formally acknowledge each other for the small and big moments. Building a culture of gratitude and appreciation is core to how we live our values and purpose every day. So far, employees have made 27,000 awards in North America, United Kingdom and Ireland through the programme. In markets where Celebrate is live, 85% of employees have received recognition through the Celebrate platform and we intend to roll the platform out across all our markets to further strengthen our culture.

Helping our people realise their potential
We believe that Diageo grows when our people grow. Our talent strategy is to empower our people with the developmental experiences to facilitate their growth and successful careers at Diageo. To support our people’s career progression, we aim to fill our vacancies internally where we can. In fiscal 23, we recorded 5,092 career moves which translates to an average of achieving capital efficiency, providing flexibility14 people a day making career moves. We have increased internal appointments into leadership roles to invest through the economic cycle72.8% – up one percentage point on fiscal 22. Our general managers come from diverse functional and professional backgrounds, fuelling our strong performance with diversity of experience, and giving efficient accessour people opportunities for cross-functional experiences. Also, international moves increased by 15.9% this year, and we continued to debtoffer developmental webinars, workshops and networking to all employees through our Craft my Career programme.
To meet the demands of our growth strategy, we are putting extra investment into new and emerging capabilities in digital, ESG and leadership. In fiscal 23, our people completed 11,538 digital training courses in different areas in partnership with our external partners. Through our Digital Now capability programme, we are equipping our people with the capability and mindset to accelerate digital transformation. Similarly, we partnered with Oxford Saïd Business School to upskill our leadership in ESG to support the delivery of our ‘Society 2030: Spirit of Progress‘ goals.
We believe that an environment of openness, integrity and trust fosters greater collaboration, experimentation, and bolder execution. Our Senior Leadership Team have focussed on how to enable bolder performance by creating a psychologically safe environment, helping their teams take risks, share their opinions and experiment with innovative ideas. We have seen a five percentage point increase in the proportion of employees who feel comfortable with raising concerns, ideas, and opinions without fear of consequence this year compared to fiscal 22.
(1)This data is calculated as an average across the 12 months of fiscal 23
(2)This is based upon the respondents to the fiscal 23 Your Voice engagement survey
(3)Based on a blend of Ipsos Karian and Box, Qualtrics benchmark data. Global Manufacturing benchmark includes organisations with global coverage that operate within FMCG and other industry sectors.

84

Business description (continued)
Enabling a great employee experience
Putting our people at the heart of everything we do is critical to our success — it's how we deliver our people strategy and performance ambition, and create the most inclusive and diverse culture. To achieve this, it's imperative we take the needs and opinions of our people into account in designing and implementing effective people-centric solutions.
This year, we launched our employee experience champions network, providing a global, diverse 'voice of the employee' network enabling us to co-create solutions with and for our people. About 200 employee experience champions have been involved in our HR transformation programmes, sharing feedback on our people processes and policies, brainstorming ideas to radically liberate our people from low-value, time consuming activities and validating HR technology prototypes and solutions.
Our commitment to creating a strong employee experience has reinforced our employer advocacy and employer brand position. Over the years, we have been recognised in many markets at attractivefor great people practices. Recently, Diageo Turkey won a Jury special award for HR practices in Sales(1) while Diageo North America achieved a top 10 Best Companies’ ranking(2).

Supporting our people’s wellbeing
We remain committed to supporting our people's wellbeing, offering guidance, and education in line with the four dimensions of our Global Wellbeing Philosophy. We make wellbeing part of our culture every day, everywhere so that our people are thriving physically and mentally, emotionally balanced, financially secure and socially connected.
In our 2023 employee survey, 79% of the respondents felt Diageo was ‘sufficiently supporting their health and wellbeing’. With wellbeing support identified as a key engagement driver, this underlines the need for us to continue to focus on wellbeing and improve our support.
In fiscal 23, we increased our focus on mental health and financial wellbeing. This included launching the Unmind mental wellbeing app – making us the first fast-moving consumer goods (FMCG) company to make it available for all employees, globally. In response to the rising cost levels. The group regularly assesses its debtof living, we delivered regular financial wellbeing masterclasses and equity capital levelsoffered mental ‘wealth’ first aid training to enhance its capital structure by reviewinghelp identify financial stress and signpost others to support. We also offered a global one-time payment to all employees to support with the ratiorising cost of adjusted net borrowingsliving. This payment was well received as it was equivalent to adjusted EBITDA (earnings before exceptional operating items, interest, tax, depreciation, amortisation15% of the annual salary of employees in some markets. Our Employee Assistance Programme continues to offer employees free, confidential advice and impairment).counselling around the clock on personal, emotional, and work-life issues.
CalculationsWe know that our people thrive when they feel empowered to decide how, when and where they create their best work. Recognising that flexibility means different things to different people, we have always taken a progressive and inclusive approach to flexible working, making sure our people consider what works best for the ratioindividual and team. We have designed our office spaces to foster greater team collaboration, positive social interactions and deeper connections with our brands and culture.



(1)The award is by Sales Network.
(2)Seramount 2022 100 Best Companies List.


85

Business description (continued)
Average number of adjusted net borrowingsemployees by region by gender(1)
Region(2)
Men%Women%
Not declared(3)
%Total
North America1,83959 %1,25840 %180.6 %3,115
Europe5,83658 %4,21142 %150.1 %10,062
Asia Pacific5,95766 %3,04234 %1— %9,000
Latin America and Caribbean2,73363 %1,59237 %0— %4,325
Africa2,48867 %1,24433 %30.1 %3,735
Total18,85362 %11,34738 %370.1 %30,237

Average number of employees by role by gender(1)
RoleMen%Women%
Not declared(3)
%Total
Executive(4)
750 %750 %0— %14
Senior manager(5)
31156 %24844 %10.2 %560
Line manager(6)
2,27465 %1,19834 %60.2 %3,478
Supervised employee(7)
16,26162 %9,89438 %300.1 %26,185
Diageo (total)18,85362 %11,34738 %370.1 %30,237

(1)This data has been compiled as monthly average based on the proportion of employees who have identified their gender identity as male, female or undisclosed, and will not be fully representative of the gender identity or diversity within our employee population.
(2)Employees have been allocated to adjusted EBITDAthe region where they live.
(3)This data represents the proportion of employees who have chosen not to disclose their gender identity as male or female.
(4)Executive positions have been calculated based on year end as of 30 June.
(5)Top leadership positions in Diageo, excluding Executive Committee.
(6)All Diageo employees (excluding senior managers and Executive Committee) with one or more direct reports.
(7)All Diageo employees (excluding senior managers and Executive Committee) who have no direct reports
Health and safety
It is our ambition to create a world-class health and safety culture to make sure we protect our people across our business.

We have designed our Safer Together strategy and its associated programmes to prevent severe, fatal and process safety incidents. Our global policies, standards, compliance systems, technology and training create and embed innovative ways of working aimed at 30 June 2022continuous improvement. The goal is to prevent accidents by keeping health and 30 June 2021safety at the front of everyone's minds.

Being proactive, not reactive
One of our priorities is to create and embed a scorecard for leading and lagging key performance indicators for health and safety. ‘Lagging indicators’ like total recordable accident frequency rate (TRAFR) and lost-time accident frequency rate (LTAFR) allow us to monitor performance, but they do not indicate the effectiveness of our initiatives in preventing incidents and accidents. For this we use a leading indicator – severe injury and fatality exposure (SIFe) – to consider incidents that could be classified as ‘near misses’ and which had the potential to cause life-threatening or life-altering outcomes.
Senior management reviews performance against lagging and leading indicators each month, alongside any action we can take to prevent incidents. We believe that safety is everyone’s responsibility and an integral part of everyone’s job. Empowering and involving our people in safety embeds the idea that there is no acceptable level of accidents. Improving our performance on leading indicators and getting all employees more involved in spotting hazards strengthens the safety culture at each site and makes us better at reducing the risk of accidents.
We also provide employees with the most up-to-date health and safety training, so they can carry out day-to-day tasks and activities safely every day, everywhere. Our strategy extends to our contractors and third-party providers, because they share our commitment to keeping the risk of accidents to a minimum.
Our global self-assessment compliance programme helps keep all our locations legally compliant as well as aligned with our own health and safety requirements. Our locations audit themselves against our global health and safety standards and ways of working. Locations capture these assessments and action plans on our global governance digital platform. Our independent Audit Assurance programme is designed to make sure sites complete the audits correctly and complete any action plans. Senior leaders review performance against these plans.
Through our Safer Together programme and communication platforms, our Global Health and Safety team regularly communicates with all sites about specific initiatives and shared learnings from our leading and lagging KPI insights. Each month, our year-to-date performance is discussed and reviewed at site and regional level, and globally with senior leaders and global governance teams.

86

Business description (continued)
Monitoring our key performance measures
We report lost-time accident frequency rate (LTAFR). This year, we sustained 0.91 lost-time accidents (LTAs) per 1,000 full-time employees, compared to 0.92 in fiscal 22. The severity rate of these LTAs is a measure of the seriousness of the incidents and any absence from work they cause. This year, the severity rate increased due to a carry-over of days lost for accidents that occurred in fiscal 22.
Our total recordable accident frequency rate (TRAFR) records work-related injuries that need more than first aid treatment. We investigate each recordable accident to establish the root cause as well as uncover all contributing factors and insights we can learn from. We share the key learnings across the organisation aiming to prevent recurrences.

Acting to improve performance
Creating awareness of accident trends and communicating them effectively across our business is an important part of learning from them. Employees need to understand the risks inherent in their workplace, and how they could lead to injury. Despite improvements in our global health and safety KPI performance, accidents increased in Mexico and Turkey. In Mexico, we have significantly increased our agriculture footprint, which coincided with an increase in incidents. In Turkey, the increase is predominantly in our distilling and packaging operations. As a result of these trends, the Global Health and Safety team intervened to help local teams to address and improve performance. In both markets, global and regional health and safety experts worked with local teams on site to find the root cause of the dip in performance and agree a time-bound improvement plan. By involving our people in reviewing risk assessments and by making sure operations and leadership teams are regularly inspecting sites and equipment, we have improved our ability to spot potential dangers as well as areas for improvement.
We will continue to focus on implementing our systems and technology roadmap, aiming to codify and simplify some of our high-risk work activities and processes as well as further enhance our predictive analytical capability. We will also continue to strengthen our health and safety culture by rolling out our Behavioural Standard globally. We use the standard to measure the maturity level of our health and safety culture on a scale with four levels: baseline, stable, progressive and leading. The standard helps us spot key themes and actions.

Understanding the risk of severe and fatal injuries
Our strategy aims to eliminate severe and fatal injuries. Alongside our risk assessment protocols, which let us spot and mitigate potential risks with change management procedures, in fiscal 23 we started a Severe and Fatal Incident Exposure (SIFe) engagement programme. SIFe considers both potential and actual incidents that could result in a life-threatening or life-altering injury. SIFe is part of our Global Health and Safety KPI scorecard. We use a decision-tree approach, based on our Life Saving Rules, to identify any incident or safety-critical behaviour with a potentially life-threatening or life-altering outcome.
When an incident has been classified as having SIFe, it triggers these processes:
We issue a global safety alert to heighten vigilance
A site representative shares an investigation report of findings and remediation actions taken
Global Safety Alert and action plan is communicated to all sites and the action close-out is assured.
Together with our long-standing lagging indicators of Lost-Time Accident and Total Recordable Frequency Rates, the SIFe process provides a comprehensive approach to managing our incident prevention programme.

Limiting risk from hazardous substances with a Global Process Safety Framework
How we handle hazardous substances is essential to safeguarding people and the environment. We are committed to protecting our employees, visitors and contractors, as well as protecting the local communities in which we operate. In fiscal 23, we've developed a global process safety framework to embed the right behaviour, systems and processes to manage or control incidents that could cause toxic effects, fires or explosions.
The framework includes a Process Safety Policy and risk calculator, and Process Safety Risk Management standards. All our sites can use the standards to help them assess their operations and create plans to fill any gaps. Sites can also document and share risk assessments on our digital platform, as well as share best practice and training tools through our new process safety network.
The framework helps us reduce the risk of injury and environmental damage, as well as keep production quality high while controlling our costs.

87

Business description (continued)
Champion inclusion and diversity
Championing inclusion and diversity is at the heart of what we do,
and is crucial to our purpose of ‘celebrating life, every day, everywhere’.


Not only is it the right thing to do, as it means we play a part in shaping a more equitable society, it also makes us a better business. We are proud of having an inclusive culture where everyone can be themselves, as it helps us attract and retain the best and most diverse talent, and allows us to be more innovative and perform better. We’ve set outourselves ambitious goals, inside our business and beyond.
Our inclusion and diversity index score in our 2023 Your Voice employee survey remains high at 83% positive sentiment. This shows our commitment to creating an environment where colleagues can belong and thrive.

Promoting diversity
We promote inclusion and diversity in every sense, from gender, ethnicity, age and disability, to sexual orientation, social background and education – and we’re proud of the progress we’re making.
Since 2020, driving diverse representation in our leadership cohort(1) has been linked to our long-term incentive plan (LTIP), which means we incentivise every senior leader to make progress against this agenda.

Empowering women
Ambition by 2030
Champion gender diversity, with an ambition to achieve 50% representation of women in leadership roles by 2030
Percentage of female leaders globally44 %
DIA024-BAR-ESG_5.jpg

In fiscal 23, representation of women in our leadership, including our Executive Committee, remained strong at 44%, maintaining our progress of 88% against our 2030 ambition to achieve 50% representation of women in leadership roles. We're proud to have 73% female Board representation following the appointment of Debra Crew as CEO, and 50% female executive committee representation. In fiscal 23, 45% of external appointments and 46% of internal promotions to our leadership cohort were female. We’re recognised for our gender equality work by the FTSE Women Leaders Review, Bloomberg Equality Index and others. In 2023, the Equileap Gender Equality Global Report ranked us second overall globally and first in the table below:UK for gender equality. Our policies and practices help foster a truly gender-equal and inclusive environment. As well as our Family Leave policy, we have Thriving Through Menopause guidelines, Pregnancy Loss guidelines and Flexible Working and Wellbeing philosophies.
 2022 £ million2021 £ million
Borrowings due within one year1,522 1,862 
Borrowings due after one year14,498 12,865 
Fair value of foreign currency derivatives and interest rate hedging instruments(73)(232)
Lease liabilities475 363 
Less: Cash and cash equivalents(2,285)(2,749)
Net borrowings14,137 12,109 
Post employment benefit liabilities before tax402 574 
Adjusted net borrowings14,539 12,683 
Profit for the year3,338 2,799 
Taxation1,049 907 
Net finance charges422 373 
Depreciation, amortisation and impairment (excluding exceptional intangible impairment)492 447 
Exceptional intangible impairment336 — 
EBITDA5,637 4,526 
Exceptional operating items (excluding impairment)49 15 
Non-operating items17 (14)
Adjusted EBITDA5,703 4,527 
Adjusted net borrowings to adjusted EBITDA2.52.8

Helping women build careers
We have a clear equal opportunities recruitment policy, allowing us to hire the best talent, while ensuring a diverse slate of candidates throughout recruitment stages. We believe our industry should do more to attract women, particularly in areas where women have historically been under-represented, including science, technology, engineering and mathematics (STEM) and commercial roles. In Europe, 72% of graduates in our Supply Chain & Procurement function are female, and in fiscal 23, 80% of job offers were to women (an increase in the last four years of over 25%). In fiscal 23, we launched our first apprenticeship accelerator programme specifically for digital roles in our GB business, with 83% of job offers going to women. By focussing on early careers and entry-level roles, we continue to build our pipeline of female talent.

88

Business description (continued)

Championing ethnic diversity
Ambition by 2030
Champion ethnic diversity, with an ambition to increase representation of leaders from ethnically diverse backgrounds to 45% by 2030
Percentage of ethnically diverse leaders globally43 %
(1) Our leadership cohort reflects the top 2% of roles globally encompassing Executive Committee members and senior managers

DIA024-BAR-ESG_6 (1).jpg


We employ 30,237 people of 115 nationalities in over 70 countries which means we have a workforce whose diversity reflects that of our consumers and markets. We want ethnic diversity at every level of our business, including in our leadership cohort. The more progress we make, the more strongly we connect with our consumers and the more diverse our thinking becomes, fuelling our creativity and competitiveness.
Currently, 36% of our Board and 43%of our leadership (up from 41% in fiscal 22), including our Executive Committee, is made up of ethnically diverse talent, supported by 39% of external appointments and 46% of internal promotions into our leadership cohort across fiscal 23. Also, our former CEO Ivan Menezes, Chief HR Officer Louise Prashad and General Counsel & Company Secretary Tom Shropshire were recognised in the Involve Empower Role Model Lists, which highlights leaders championing inclusion in business.
To help us understand the makeup of our workforce and set meaningful goals, we invite all employees (where local laws allow) to share their ethnicity. By the end of fiscal 23, 75% of our global workforce and 97% of our leadership cohort had disclosed their ethnic background in our confidential HR system.
Each market and function have set stretching five-year diversity plans covering representation and development, supplier diversity and inclusive marketing.

Attracting ethnically diverse talent
In Brazil, our Programa Origens initiative attracts, hires and generates opportunities for Black and Indigenous people in higher education. Through professional development, including English language lessons, and mentoring opportunities, the programme has seen more than 40 people join to date.

Promoting ethnically diverse business
In North America, we became anchor investors in Pronghorn, a 10-year initiative to diversify the spirits industry. It’s cultivating the next generation of diverse founders, executive leaders and entrepreneurs to generate $2.4 billion in economic value for the Black community by 2032. In fiscal 23, Pronghorn has invested in 19 Black-owned spirits brands, supported founders with mentoring programmes, and worked with the industry and commercial partners to develop a talent pipeline of Black leaders.

Gender representation of our leadership(1), (4)
RoleMen%Women%Total
Leadership population(2)
31956 %25444 %
573(3)

Ethnic representation of our leadership(1), (4)
Role Ethnically diverse%Non-ethnically diverse% Decline to self-identify% Not disclosed%Total
Leadership population(2)
24943 %28950 %19%17%574

1.This data is calculated as an average across the four quarters of fiscal 23.
2.Leadership population encompasses Executive Committee and senior managers.
3.One person has opted not to disclose their gender; they cannot be positively attributed to either group and therefore are not included.
4.Please refer to our non-financial reporting boundaries and methodologies in the Additional information section on pages 292-315 for more information on how data has been compiled, including standards and assumptions used.

Nurturing inclusivity
Our growing range of policies and guidelines help foster an inclusive environment that supports every employee.
89

Business description (continued)
Our Disability Inclusion guidelines, introduced in October 2022, were created by employees, with our We Are All Able employee resource group and our external partner Disability:IN, and are available in 15 languages. They give everyone knowledge, tools and guidance to support people with disabilities, covering issues from digital and physical accessibility to appropriate language to enable positive conversations about disability. Through ‘disability disclosure’, we invite employees in more than 40 countries to share their disability confidentially, helping us to better understand our workforce.
In January 2023, we launched inclusive design training that was created by design, brand and semiotics experts. This promotes inclusivity across our products, advertising campaigns and physical brand experiences, working to remove unconscious bias from the design process and celebrate the individual and cultural differences of the consumers we design for. A recent example of inclusive design was making disabled accessibility a key feature at Diageo's brand home, Johnnie Walker Princes Street, ensuring the highest standards of accessibility and inclusion for our guests.


Championing inclusion through Employee Resource Groups
Our network of Employee Resource Groups (ERGs) create connected communities of support, while helping the business better understand our diverse communities’ concerns. Our ERGs include AHEAD (African Heritage Employees at Diageo); Conectados (Diageo employees championing Latin culture); and PAN (Pan Asian Network), in the United States; We Are All Able and REACH (Race, Ethnicity and Cultural Heritage), in Europe; and our international Spirited Women and Rainbow Networks. Highlights from this year include:
Conectados led Hispanic Future Month, recognising the contributions of Hispanic Americans to the history, culture and achievements of the United States. This included celebrating the Tequila Don Julio Fund, which in 2022 awarded a $20,000 grant to five Hispanic entrepreneurs who live their craft ‘Por Amor’.
The Rainbow Network, including new chapters forming across India, South East Asia and South Africa led our Pride celebrations with
78 Diageo offices and sites taking part in our annual Pride flag-raising event championing greater LGBTQIA+ awareness and inclusion. In 2023, Johnnie Walker was a partner at Sydney World Pride while Johnnie Walker Princes Street was the lead sponsor at Edinburgh Pride. 
Throughout March 2023, championed by our Spirited Women Networks, we celebrated International Women’s Day with the theme of #EmbraceEquity. This included the launch event, hosted by Louise Prashad, Chief HR Officer, where former CEO Ivan Menezes, Board member Karen Blackett and Pronghorn co-founder Dia Simms talked about the importance of being curious, empathetic and proactive.


Marketing in progressive ways
Ambition by 2030
Use our creative and media spend to support progressive voices, measuring and increasing spend year on year
Measurement and evaluation framework under development

As one of the world’s largest advertisers, we’re committed to changing the industry from script to screen, so that everyone sees themselves represented. We use our Progressive Marketing to challenge stereotypes and commit investment to address under-representation of diverse voices in media, making mainstream media more inclusive. We are founding members of the United Nations Women Unstereotype Alliance and the World Federation of Advertisers D&I Task Force and work across the industry to foster inclusion and diversity in front of and behind the camera. For the past four years we have sponsored the Creative Equals ‘Creative Comeback’ Programme that focuses on bringing more women, disabled and neurodivergent people into the creative industry.
In fiscal 23, we refreshed our Progressive Marketing Framework and training to include a new model focused on inclusive design, which allows us to be at the forefront of breaking stereotypes in advertising for gender, race, sexuality, age, disability and social status. Some 47% of our global marketing campaigns were shot by female directors or photographers.
Two powerful examples of progressive marketing and our commitment to authentic representation in action are the Guinness 'Brothers' and Baileys ‘Delicious Descriptions’ campaigns. The Guinness ‘Brothers’ campaign in Africa, featuring Miracle, a blind actor, celebrates how football fans make the experience of watching the game accessible for everyone including members of the blind and visually impaired community. Members of this community were consulted to make the campaign reflected authentic experiences.
Baileys ‘Delicious Descriptions’ was launched on Global Accessibility Awareness Day in consultation with the Royal National Institute of Blind People (RNIB) and Meta. Baileys created a guide on how to write delicious image descriptions, helping ensure those who rely on screen readers experience the full deliciousness of Baileys treats. In Great Britain, the campaign achieved a reach of more than 12 million, with view-through rates up to 25.2%, five times higher than Meta regional and category benchmarks.(1)




14290

Business reviewdescription (continued)
Tax rate before exceptional itemsCelebrate diverse audience
Tax rate before exceptional itemsJohnnie Walker emphasises progressive marketing to celebrate and appeal to a diverse audience. The result is calculated by dividingthat globally around 29% of Johnnie Walker drinkers are female, with that proportion growing in most markets this year. In the total tax charge before tax chargesUnited States, Johnnie Walker drinkers are also more ethnically diverse than those of other whiskies, at 44% compared to 31% for other whiskies.(2)
In the United Kingdom, Johnnie Walker partnered with Bridgerton star Simone Ashley and credits in respectInstagram community Diet Paratha to champion the creative representation of exceptional items, by profit before taxation adjustedthe South Asian community.
In the United States, Johnnie Walker’s First Strides initiative debuted an alternative red carpet at the Oscars to exclude the impact of exceptional operating and non-operating items, expressed as a percentage.spotlight seven film makers’ boundary-pushing contributions to culture. The measure is used by managementbrand delivered over 200 million paid media impressions that encouraged consumers to assess the rate of tax applied to the group’s operations before tax on exceptional items.
The tax rates from operations before exceptional and after exceptional items for the year ended 30 June 2022 and year ended 30 June 2021 are set out in the table below:
 2022 £ million2021 £ million
Tax before exceptional items (a)1,080 823 
Tax in respect of exceptional items(31)(4)
Exceptional tax charge 88 
Taxation on profit (b)1,049 907 
Profit before taxation and exceptional items (c)4,792 3,707 
Non-operating items(17)14 
Exceptional operating items(388)(15)
Profit before taxation (d)4,387 3,706 
Tax rate before exceptional items (a/c)22.5 %22.2 %
Tax rate after exceptional items (b/d)23.9 %24.5 %
support female entertainment projects.


(1) PHD and Meta (Brand Lift Study)
143

Business review (continued)
Other definitions
Volume share is a brand’s retail volume expressed as a percentage of the retail volume of all brands in its segment. Value share is a brand’s retail sales value expressed as a percentage of the retail sales value of all brands in its segment. Unless otherwise stated, share refers to value share.

Net sales are sales less excise duties. Diageo incurs excise duties throughout the world. In the majority of countries, excise duties are effectively a production tax which becomes payable when the product is removed from bonded premises and is not directly related to the value of sales. It is generally not included as a separate item on external invoices; increases in excise duties are not always passed on to the customer and where a customer fails to pay for a product received, the group cannot reclaim the excise duty. The group therefore recognises excise duty as a cost to the group.

(2) Johnnie Walker Brand Guidance system 2022 study

Supporting diverse suppliers
Ambition by 2030
Increase spend with diverse-owned and disadvantaged businesses to 15% by 2030
Percentage of spend with diverse-owned and disadvantaged businesses6.3%
Price/mix is the number of percentage points difference between the organic movement in net sales and the organic movement in volume. The difference arises because of changes in the composition of sales between higher and lower priced variants/markets or as price changes are implemented.

Shipments comprise the volume of products sold to Diageo’s immediate (first tier) customers. Depletions are the estimated volume of the onward sales made by Diageo's immediate customers. Both shipments and depletions are measured on an equivalent units basis.

References to emerging markets include Poland, Eastern Europe, Turkey, Africa, Latin America and Caribbean, and Asia Pacific (excluding Australia, Korea and Japan).

References to reserve brands include, but are not limited to, Johnnie Walker Blue Label, Johnnie Walker Green Label, Johnnie Walker Gold Label Reserve, Johnnie Walker Aged 18 Years, John Walker & Sons Collection and other Johnnie Walker super premium brands; The Singleton, Cardhu, Talisker, Lagavulin, Oban and other malt brands; Buchanan’s Special Reserve, Buchanan’s Red Seal; Haig Club whisky; Copper Dog whisky; Roe & Co; Bulleit Bourbon, Bulleit Rye; Orphan Barrel whiskey; Tanqueray No. TEN, Tanqueray ready to drink, Tanqueray Malacca Gin; Aviation, Chase, Jinzu and Villa Ascenti gin; Cîroc, Ketel One vodka, Ketel One Botanical; Don Julio, Casamigos and DeLeón tequila; Zacapa, Bundaberg Master Distillers' Collection and Pampero Aniversario rum; Shui Jing Fang, Seedlip, Belsazar and Pierde Almas.

References to global giants include the following brand families: Johnnie Walker, Smirnoff, Captain Morgan, Baileys, Tanqueray and Guinness. Local stars include Buchanan’s, Bundaberg, Crown Royal, JεB, McDowell’s, Old Parr, Yenì Raki, Black & White, Shui Jing Fang, Windsor and Ypióca. Global giants and local stars exclude ready to drink, non-alcoholic variants and beer except Guinness. References to Shui Jing Fang represent total Chinese white spirits of which Shui Jing Fang is the predominant brand.

References to ready to drink also include ready to serve products, such as pre-mixed cans in some markets.

References to beer include cider, flavoured malt beverages and some non-alcoholic products such as Malta Guinness.

The results of Hop House 13 Lager are included in the Guinness figures.

There is no industry-agreed definition for price tiers and for data providers such as IWSR, definitions can vary by market. Diageo bases internal price tier definitions on a segmentation most consistent with IWSR as the IWSR taxonomy is widely accepted and provides the industry with a common point of reference.DIA024-BAR-ESG_7.jpg

ReferencesWe believe a value chain built on inclusion and diversity can enhance representation, employment and resilience in marginalised communities, ultimately benefitting the wider economy and strengthening our business.
In fiscal 22, 4.8% of our global spend was with diverse-owned and disadvantaged businesses. We’ve since increased our number of diverse suppliers, as well as incorporated more disadvantaged groups like smallholder farmers in Africa, Turkey and Mexico. In fiscal 23, we’ve spent £620 million with 979 diverse-owned and disadvantaged suppliers – approximately 6.3% of global spend.
To help us connect with diverse-owned businesses, we’ve worked with advocacy organisations, including WEConnect International, MSDUK and others. For example, through Disability:IN, we’ve matched Diageo employees with disabled-owned businesses to share feedback and industry insights to understand the challenges they face in working with global corporations. In Kenya and Colombia, we’re proud to be part of Sourcing2Equal, an initiative increasing access to corporate procurement opportunities for women-owned businesses.
We are proud that in 2023 we were awarded Platinum in the Top Global Champions for Supplier Diversity & Inclusion Awards by WEConnect International. This is the highest possible accolade in this category, recognising Diageo as leader in inclusive spend, policies and procedures.

Nurturing women-owned business
In Jalisco, Mexico, we’ve worked with a women-owned supplier to decorate bottles of Don Julio for 15 years. We recognised their potential, helping them to develop their quality and safety processes and grow alongside the Don Julio brand. Today the business has 150 employees, approximately 90% of them women, including single mothers and people with disabilities.

Building a thriving and inclusive hospitality industry
Ambition by 2030
Provide business and hospitality skills to 200,000 people, increasing employability and improving livelihoods through Learning for Life and our other skills programmes
Number of people reached through Learning for Life and other skills programmes in fiscal 2331.6k

DIA024-BAR-ESG_8.jpg

Part of how we promote sustainable growth and a resilient supply chain is through inclusive programmes giving equal access to resources, skills and employment opportunities. This includes Learning for Life (L4L), our business and hospitality skills programme for people from under-represented groups.
In fiscal 23 we reached 31,600 people in 19 markets with Learning for Life, 59% of them women.
91

Business description (continued)
We also want L4L to tackle barriers faced by other under-represented groups including the ethnically diverse community and people with disabilities. In fiscal 23, we updated our inclusive by design principles to include recruitment practices, training content and venue accessibility, as well as modules on inclusion and diversity.
We ran a L4L impact assessment in Latin America, celebrating the programme’s 15th anniversary and its positive impact on communities. Insights from the assessment will shape the programme's future, increasing its reach and impact globally.

Ambition by 2030
Through the Diageo Bar Academy (DBA) we will deliver 1.5 million training sessions, providing skills and resources to help build a thriving hospitality sector that works for all
Number of participations in training sessions delivered through Diageo Bar Academy in fiscal 23236k
DIA024-BAR-ESG_9.jpg


Through the DBA, we work to drive sustainable growth in the hospitality sector and make it more diverse. Women are under-represented, in management and behind the bar. DBA helps them overcome two of their biggest barriers: lack of mentors and role models, and lack of access to training.
In fiscal 23, we delivered 236,000 training sessions to bartenders, waiting staff, owners and managers through face-to-face and virtual training, e-learning and masterclasses. We adapted courses to help the industry respond to challenges including staff shortages and hiring, retaining and upskilling staff while meeting guests’ increased expectations. We also ran women-only mentoring and training in Africa, Latin America and India.

This year, 88% of survey respondents agreed or strongly agreed that DBA presents a modern and progressive view of the bar community, up from 84% in 2022. Also, 82% of women agreed or strongly agreed that DBA supports their advancement in the industry, up from 68%
in 2022.

Creating inclusive communities
Ambition by 2030
Ensure 50% of beneficiaries of our community programmes are women and that our community programmes are designed to enhance diversity and inclusion of under-represented groups
Percentage of beneficiaries of our community programmes who are women59 %
DIA024-BAR-ESG_10.jpg



We’re committed to addressing barriers women face in accessing the skills, resources and opportunities we provide. This includes making sure at least 50% of people benefitting from our community programmes are women, and that these programmes meet women’s needs throughout design, implementation and evaluation. In fiscal 23, 59% of people benefiting from L4L were women.
This year, we’ve started to work with WaterAid and CARE International UK to give women a voice in decision-making about water, sanitation and hygiene (WASH). In each community where we run a WASH project, we set up a committee with equal representation from men and women. This includes facilitating community dialogue to tackle social norms that prevent women’s equal access to, and agency over WASH. This year 56% of WASH committee members were women across our programmes in nine countries.
We’ve also piloted a gender-inclusive approach to our work with smallholder farmers. This includes equal access to agricultural training and resources, and engaging with suppliers to increase women’s membership and leadership of farmer groups. We’ll roll this out as part of our programmes for smallholder farmers from fiscal 24.

For more information on our WASH and smallholder farmer programmes see pages 102 and 105.

Helping under-represented communities overcome barriers to education
In fiscal 23, we gave $1.75 million in endowments to Historically Black Colleges and Universities (HBCUs) and Minority-Serving institutions in the United States. This followed the $10 million in endowments to 25 HBCUs in 2021. This is part of how we address educational barriers in under-represented communities, by funding students in need and development programmes that complement traditional learning.
92

Business description (continued)

Managing climate risks and opportunities by pioneering
grain-to-glass sustainability
Our business depends on natural resources and we are directly affected by changes in climate and the related challenges of nature and biodiversity loss. While we already feel the effects of climate change in our global operations, there are also opportunities for companies that develop credible plans to adapt to changing circumstances.
A changing climate has implications across our end-to-end operations. It can affect crops like barley and wheat, and natural resources like water that we rely on to make our products. It can cause disruption to our manufacturing sites and supply chain through extreme weather. And it can affect the communities we work with by threatening their livelihoods. But there are also opportunities for companies that innovate to make their operations and the products they sell more sustainable.
These issues intersect and converge. A changing climate can threaten our key commodities and our communities, while production, agriculture and packaging produce carbon which can accelerate climate change. Just as these issues are connected, our response and actions are too. We are working hard to reduce carbon emissions from our sites, for example by introducing renewable energy in our operations. Preserving water and promoting sustainable farming protects our commodities. And by reusing waste co-products from production, we help sustain the agricultural system that underpins what we do.
We are committed to acting responsibly to mitigate our contribution to global warming and conserve the environment in which we operate, while simultaneously adapting to the group include Diageo plceffects of a changing climate to keep our business resilient. We look to achieve this through our strategic priority to 'pioneer grain-to-glass sustainability', which focuses on three areas: 'preserve water for life', 'accelerate to a low-carbon world' and 'become sustainable by design'. Actions we take across these priorities are transforming our business to thrive in the longer term.

Focussing on grain-to-glass sustainability
Pioneering grain-to-glass sustainability is how we manage our environmental and climate challenges, and how we help preserve the scarce natural resources the world depends on. It is also how we adapt to climate change throughout our supply chain, and mitigate its consolidated subsidiaries.effects. By managing our environmental impacts and the impact of the environment on us, we support our business and the communities we work alongside to be resilient for the long term. This is good for the planet and also good for our business. By investing in renewable energy, for instance, we lower carbon emissions by depending less on fossil fuels. We also manage risk and build resilience as the world moves towards a low-carbon economy.

Our action plan – ‘Society 2030: Spirit of Progress‘
Pioneering grain-to-glass sustainability includes ambitious targets, such as achieving net zero carbon emissions from our direct operations (Scopes 1 and 2) by 2030, and across our full value chain (Scope 3) by 2050 or earlier, using water more efficiently and taking action to replenish water in water-stressed areas. Our ‘Society 2030: Spirit of Progress’ targets reflect our most material ESG issues, and they align to the UN Sustainable Development Goals. We are also proud to be a signatory to the UN's Race to Zero and Race to Resilience campaigns reflecting our commitment to climate change mitigation and adaptation.
The issues are complex, which makes progress against our ambitious targets challenging. As we become more sophisticated in understanding our impacts and taking action to address them, we will also evolve our practices and metrics to make sure we strive to focus on and communicate the right things effectively.

Making climate change part of our strategy
To understand, quantify and mitigate climate risks and adapt to their impact, we partner with climate resilience experts to assess them, model their possible financial impact, and develop strategies to adapt and remain resilient over the long-term.
Many complex factors determine how climate change creates risks and opportunities for our business, which makes it harder to quantify how big an impact they’ll have, and when. Even so, scenario analysis helps us test how various assumptions related to climate change could affect our business. This year we’ve once again modelled with climate resilience experts the impacts of climate change under transition risk and physical risk scenarios.
We have incorporated the guidance of the Task Force on Climate-related Financial Disclosures (TCFD) framework into our reporting since 2020. It's helped us describe how we’re decarbonising our value chain, mitigating and adapting to climate risks and impacts, and spotting opportunities for transitioning to a low-carbon future. Through scenario analysis, we've also learned the range of possible financial impacts of various climate scenarios in our business. We started our carbon reduction efforts in 2008, as well as championing water stewardship around the world to combat water stress. In 2022 we published our Net Zero Carbon Strategy, which outlines how we will achieve our decarbonisation vision in direct operations. We intend to build on this with our net zero transition plan, taking into account the final guidance of the UK Transition Plan Taskforce when it's published.



93

Business description (continued)
Governance
Given its importance, we have governance processes in place intended to ensure that we consider and factor climate risk into our business operations and planning processes. To supplement our ‘Society 2030: Spirit of Progress’ governance summarised on page 75, our sustainability teams hold monthly sustainability performance reviews, track priority water efficiency and carbon reduction projects, and hold quarterly sustainability business reviews that focus on multi-year progress and plans leading up to 2030. We oversee climate risk specifically at the highest level of the company, and manage it through these governance structures and processes:
Executive sponsorship and responsibility is shared jointly between the President, Global Supply Chain & Procurement and Chief Sustainability Officer (Ewan Andrew) and the Global Corporate Relations Director (Daniel Mobley).
At an operational level, they are supported by our cross-functional Climate Risk Steering Group, which meets up to twice a month. Within this, a sub-group from Supply Chain & Procurement oversees physical risks, with other cross-functional working groups responsible for addressing transition risks and opportunities, for example market and reputation, policy and legal, and technology.
The Climate Risk Steering Group updates executive sponsors monthly on progress and issues relating to climate risk, and quarterly updates are provided to the Board, making sure that potential risks and opportunities and their impact are part of decision-making.
Any potential financial implications of climate risk and potential impacts on our consolidated financial statements, including performance and progress against non-financial metrics, are also shared with and considered by the Audit Committee annually.




Board oversight

Audit Committee

Executive Committee ownership

Executive sponsors
President, Global Supply Chain & Procurement and Chief Sustainability OfficerGlobal Corporate Relations
Director

Cross-functional Climate Risk Steering Group
Corporate relationsSupplyStrategy
RiskFinanceLegalMarketing

Working groups assigned to address key risks
and opportunities identified

Climate change and remuneration
The performance element of the long-term incentive plan (LTIP) for our senior leaders encourages and rewards performance against certain ESG measures (introduced in 2020, for fiscal 21 to 23). Some 10% of the performance share award, which is granted to the Executive Committee as well as other senior leaders, targets carbon emissions and water efficiency, which directly support mitigation of, and adaptation to, climate risk (see the Directors’ remuneration report on pages 174-194.

94

Business description (continued)
Identifying climate risks and opportunities
Climate risk is generally divided into physical and transition risk. Physical risks include chronic changes like sea level rises and temperature changes, and acute events like floods, droughts and heatwaves. Transition risks arise from actions to mitigate climate change, such as policy and legal changes like carbon taxes; technology changes, like renewable energy; or market changes, like growing consumer demand for more sustainable products.
Both categories of risk are already materialising in everyday life, and both are likely to increase. As the world continues to warm while we intensify efforts to mitigate climate change, we need to assess and prepare for both physical and transition risks. Opportunities, meanwhile, could arise from us mitigating risks more effectively than our competitors, or creating competitive advantage, for instance by meeting consumer demand for more sustainable products.

Climate change resilience
Our experience in managing the impact of normal variations in climatic conditions, water availability and agricultural yields has made us more resilient and adaptable. We adapt through careful planning in our supply chain and procurement organisation, by partnering to develop high-yield, drought-resistant crops, and by managing water in a way that makes our operations more resilient and helps our local communities and agricultural sourcing areas to adapt, with specific focus in water-stressed areas. We have integrated climate risk into our enterprise risk management processes since first referencing it within our principal risk factors in 2010. It is also part of our strategic and business continuity plans.

Identifying and assessing our physical risks
To assess the physical risks we are exposed to, and how they could develop under various scenarios, we worked with climate resilience experts from 2021 to 2023 to look at our full global supply chain. This Strategic Report,table shows how we have phased the work:

Fiscal year202120222023
Markets/regions assessed for physical risksLargest supply centres
Scotland
North America
Highest water risk
Africa
Mexico
India
Turkey
Remaining locations
Asia Pacific
Latin America and Caribbean
Europe

This scope covers all our wholly owned sites (except acquisitions completed after the start of the 2023 evaluation) and key third-party operations. We also included some sites that are planned or under construction to make sure we understand their exposure and build their resilience.
Our physical risk assessments measured how exposed and vulnerable activities at our sites and key third-party operations and suppliers are to 19 climate-related hazards. We reviewed the vulnerability of the main agricultural materials we procure in each region, and also ran a high-level analysis of our key distribution routes (road, rail and ports). We did this under two scenarios (IPCC scenario RCP4.5 – medium warming of 2-3°C, and IPCC scenario RCP8.5 – severe warming of 4-5°C) and two timeframes (to 2030 and to 2050).
Production sites: For our own sites and many of our third-party operator sites that produce beverages on our behalf, we analysed at a high level the risks they are likely to be exposed to. For those that are most strategically important or at greatest risk, we carried out more detailed assessments. At each location, we looked at a combination of the different activities (e.g. malting, distilling and packaging), the part of the process that might be affected (e.g. infrastructure, water supply and energy sources) and the 19 physical risks that might occur.
Supply chain and logistics: for all markets assessed, we analysed our key suppliers’ factories and warehouses, for example those handling our most critical or specialised ingredients and components, key agricultural commodities, and our most critical distribution routes (road, rail, and ports), to identify which might be exposed to physical risk in the future.

Our physical risks – results
Our assessment confirmed three key points:
1.Water scarcity is our most significant climate-related physical risk in terms of prevalence, trajectory and potential financial impact. It affects our ability to produce our products, and the access to agricultural ingredients that we need.
2.All agricultural ingredients are at risk, and we see that risk increasing under the timeframes and scenarios we analysed. Our models suggest that costs of most commodities will increase as a result of climate change, although estimates of the precise impact vary significantly depending on the model used, underscoring the difficulty of such projections.
3.Acute weather events, including floods, winds and storms, are projected to increase and to cause interruption to operations; however, they are unlikely to have a significant financial impact on us, under the scenarios analysed.

Physical risks in our supply chain
Our assessment of supply chain risk explored three areas: agricultural commodities, supplier assets and distribution routes.
In previous years we had covered a wide range of agricultural commodities used in the regions analysed, and this year we expanded our analysis to include hops and dairy. This highlighted the particular vulnerabilities of each crop type, how their exposure was likely
95

Business description (continued)
to increase in the growing regions of interest over time, and possible adaptation and mitigation responses. The diagram on page 94 sums up the main risks that the most important commodities are exposed to by region.
As well as the bulk commodities outlined in the diagram, we also did a high-level analysis of ingredients included in our products that are critical to particular categories for the characteristics they impart – juniper, angelica and liquorice, for example. The results of the agricultural commodity assessments have and will continue to inform our strategy. This includes working with farmers to increase their crops’ resilience to climate change, and developing contingencies where this isn’t possible.

map.jpg

96

Business description (continued)
Geographical scope of our physical risk assessments
RegionOwned/key third-party sites assessedDetailed assessmentsAgricultural commoditiesSupplier assets (factories, warehouses)Ports
North America1248866
Europe76131826227
Asia Pacific631162819
Latin America and Caribbean466225113
Africa485636614
Total24539
n/a(1)
1,24669

(1) Some commodities were analysed in more than one location

For more details on our scenario analysis approach, see the Non-financial reporting boundaries and methodologies section on pages 292-315.

We assessed more than 1,200 suppliers’ assets and found the most common risks were water stress and higher temperatures, with humidity and wildfire risks also intensifying in some locations. We use this information to work with suppliers on future adaptations and contingencies. We discuss this further in the Strategy section on page 100.
Our analysis of distribution routes included key ports, roads and rail networks identified in our supply chain in each of the markets we assessed. The analysis showed that, in general, the risks to ports come from water stress and changing temperatures, while the risks to road networks are broader, including chronic risks, like temperature increases and sea level rises, and acute risks, such as storms, floods or wildfires. We assessed both acute and chronic risks to be higher in warmer countries (e.g. India, Mexico and Turkey). These insights help us plan effectively for additional future contingencies we may require in our distribution routes.

Physical risks by region – Diageo
and key third-party supply sites
The most common physical hazards projected to intensify are water-related risks (water availability, water temperature and flooding) and high temperature. High temperatures might affect employees’ health and productivity, and processes such as fermentation and maturation, which are sensitive to temperature variations. There’s also increased cost associated with process and facility cooling. Cold temperature risks are projected to decline in all regions we analysed.

Water risk
Given the importance of water to our operations and producing our products, we focus particularly on understanding water-related risks so we can mitigate and adapt to them. As well as our physical climate risk assessments looking at the risks from water availability, water temperature, water quality and flooding, we conduct water-stress analysis at our sites every two to three years, using site surveys and World Resources Institute (WRI) Aqueduct data. In fiscal 23, we enhanced our water risk assessment by completing water source vulnerability assessments at 22 of our sites located in water-stressed areas, with the help of expert partners.
The water stress, climate risk and source vulnerability assessments give us comprehensive insights into how this profile might change due to climate change. They also show the degree of vulnerability of our operations and supply chains to water stress, bearing in mind various contributing factors in these sites’ catchment areas. Climate risk assessment tells us the number of our current sites exposed to high water stress isn’t projected to increase significantly in the foreseeable future. But water stress is likely to become more severe at some sites, making the detailed understanding of source vulnerability particularly valuable. The figure on page 97 shows our water-stressed sites and those that have had source vulnerability assessments completed, as well as those that are in our priority water basins.

Quantitative impact of physical risk
Our assessment shows that generally our sites are likely to be exposed to more frequent acute weather events like floods and storms, but financial impacts are unlikely to be significant. We are more exposed to the acute risk of drought, and to chronic changes like water scarcity. Water scarcity is the biggest climate-related risk to our operations, since we have many sites in water-stressed areas that might face interruption to operations if the warming temperature scenarios play out. Through our scenario analysis we have estimated the impact on our operations and financial condition to 2030, concluding that it is unlikely to be significant by that date. This is largely due to the adaptation actions we are taking (detailed below) and our contingencies to deal with short-term disruptions to our operations. This is reflected in our assessment of viability and impairment (see page 94 of the UK Annual Report).





97

Business description (continued)
Water stress
Under the warming scenarios we modelled, the proportion of our sales exposed to ‘extremely high’ water stress is likely to increase by 2030 and again by 2050, with the sites most likely to be affected in India, Mexico, Turkey and North America. Under these warming scenarios, even though the number of sites affected may not change substantially, those that are affected are likely to suffer even greater shortages of water, under both timeframes, which could have an impact on our operations, and on the health and wellbeing of employees at those sites.

Drought
Drought is the only physical risk likely to affect our operations or financial condition in any material way, because we rely on water to make our products. Analysing the financial impact of drought is particularly difficult because there are many factors involved, including the probability of drought, how long operations would have to be suspended and the impact of any adaptation or contingency measures.
Even so, we have modelled what we can, using scenario analysis and our own assessment of vulnerability, and considering highly conservative assumptions (e.g. some downtime in all sites due to drought). We concluded that, by 2030, we don’t expect drought to have a significant impact on our operations or on our financial condition. Beyond 2030 it is much harder to analyse, given the lengthy timeframe. But our models do show that if we don’t take mitigating action by 2050, drought could have the potential to interrupt operations and, as a result, potential lost sales. We discuss how we plan to deal with this risk in the Strategy section on page 100.

Commodity pricing
Commodity pricing is more difficult to estimate in these scenarios, with the models we used producing highly varied estimates. Prices were projected to increase for the majority of our commodities. The scenario analysis helps us build commodity price risk into our raw material procurement strategies, particularly for crops with unique provenance (e.g. agave and vanilla) or high sensitivity to growing conditions (e.g. hops). Our modelling suggested the biggest risks of higher prices in 2050 were to agave, sorghum, rice, dairy and hops. There are significant differences between models, but the impacts in 2050 could be significant.


98

Business description (continued)
Focus on water stress
Because we rely so greatly on water, we have been assessing our wholly owned production sites for water stress regularly since 2008. The most recent assessment, in 2021, was updated in fiscal 23 to reflect changes in our operations due to disposals. The assessment – and our classification of a site as ‘water-stressed’ – is based on external (WRI Aqueduct databases for watersheds around the world) and internal site surveys covering physical, regulatory, social and reputational considerations. It will be updated again in fiscal 24. Shown below are the sites for which we have conducted source vulnerability assessments, and those countries in which we have identified priority water basins.

Diageo sites located in water-stressed areas, and priority water basins in 2023
Capture.jpg

Flooding and storms
Flooding and storms are the next most likely physical risks to affect our financial performance, since they might damage our sites or disrupt our supply of agricultural commodities, and the price of most of the commodities we analysed is set to increase under the scenarios developed. Although the risk to our sites from acute physical events will increase, it is unlikely to be significant in the scenarios and timeframes we analysed.

Identifying and assessing our transition risks and opportunities
To assess transition risks and opportunities, and to estimate their financial impact under a Paris-aligned emissions scenario, we worked with climate resilience experts. The work performed deepened our understanding of our risks and opportunities which led to refined financial estimation of the risks and opportunities along with further clarity on how to respond to them.
99

Business description (continued)
In fiscal 21 to 23 we analysed, as defined by TCFD, the risks and opportunities for the associated with transitioning to a low-carbon economy. We identified the risks with the most potential impact by looking at our agricultural inputs, production and packaging, distribution and sales channels arriving at these most important transition risks and opportunities to monitor:
1.Decarbonisation costs: Changes to our production costs associated with moving to a low-carbon economy, including carbon taxes and related changes to input costs (risk and opportunity).
2.Consumer behaviour: Changes in consumer behaviour to become more sustainable, e.g. choosing circular (reusable) products or locally produced brands (risk and opportunity).
3.Regulatory changes: For example, restrictions on packaging, water use, agricultural materials or land that affect our ability to make our products (risk).
4.Technology changes: Shifting to low-carbon production of our products and packaging, and the associated risk of not doing this fast enough (risk and opportunity).
The next table on page 99 summarises the physical and transition risks and opportunities we consider most important to manage overall.

Quantitative impact of transition risks and opportunities
Transitioning to a low-carbon economy creates both risks and opportunities for us. Through our scenario analysis we have estimated the impact on our operations and financial condition to 2030, concluding that it is unlikely to be significant by that date, even assuming that we bear all changes in production costs.
We found the key driver of transition risk was glass and, to a lesser extent, aluminium packaging, which would contribute to an overall production cost increase. We also saw that lower transport and energy costs would partially mitigate this impact. The categories and markets most affected in this scenario were those where glass constitutes a relatively higher proportion of overall cost, particularly tequila, cream liqueurs and the Indian market. Lower future transport costs meant that categories where transport costs were relatively higher as a proportion of total cost were less affected, relatively, by increased glass cost.
Extending the analysis to 2050 is subject to many variables and unknowns and therefore significant uncertainty. But it lets us estimate what a ‘worst case scenario’ could look like based on our best available modelling of cost trajectories, and understand what’s driving risk so that we can develop plans to mitigate it. Based on this modelling we could make the estimated impact on our operations and financial condition not significant through pricing and/or our planned improvements in energy use, producing lightweight glass, reducing the carbon intensity of glass production, and using returnable or reusable packaging where possible.
The results of our scenario analysis of both physical and transition risks are reflected in our assessment of viability and impairment (see page 94 of the UK Annual Report).


100

Business description (continued)
Summary of our most important climate risks and opportunities

Risks
Risk descriptionWater scarcity
Increasing water scarcity and water stress affects our ability to continue to produce in water-stressed areas
Agricultural raw material availability
Climate-related impacts on agricultural material availability cause scarcity or price increases
CategoryPhysical – chronicPhysical – chronic
TimeframeShort-term (one to five years), medium-term (five to 10 years) and long-term (10 to 30 years)Medium-, long-term
Impact (if not mitigated)Moderate(1)Moderate(1)
Response examplesImprovements in water use efficiency
Water replenishment plans in 100% of water-stressed areas
Collective action programme to improve water security in Diageo's ‘priority water basins’
Regenerative agriculture adaptations
Smallholder farmer support
Development of drought-resistant crops
Alternative sourcing locations
Substitution with alternative crops
Improved water management
Risk descriptionInput costs
Policy changes (carbon taxation, shift to renewables) cause increases in input costs
Consumer behaviour
Consumers prioritise purchasing more sustainable products, rejecting those perceived to have a negative environmental impact
CategoryTransition – policy/legalTransition – market
TimeframeShort-, medium- termShort-, medium-, long-term
Impact (if not mitigated)Moderate(1)Moderate(1)
Response examplesSupply chain decarbonisation
Engaging suppliers in low-carbon technology development for their operations
Packaging weight reduction technologies
Packaging weight reduction
Increased recycled content in packaging
Developing circular (refill, reuse) product offerings
Opportunities
Opportunity descriptionSupply chain decarbonisation
Reducing our Scope 1, 2 and 3 emissions lowers our exposure to carbon taxes and related costs, and improves our reputation with customers and consumers
Innovation in sustainable products and packaging
Developing more sustainable products (e.g. lighter-weight, higher-recycled content, more refillable and reusable containers) meets consumers increasing demands
CategoryTransition – policy/legalTransition – market
TimeframeShor-t, medium-termShort-, medium-term
Impact (if not realised)Moderate(1)Moderate(1)
Response examplesDecarbonisation programme and capital investment
Renewable energy and regenerative agriculture
Innovation to deliver more sustainable products (e.g. refillable and reusable packaging, alternative packaging materials)

1.'Low' impact is defined as having a negligible impact on customer service, or an absorbable disruptive impact on one or more brands. 'Moderate' impact is defined as disruption to production/supply chain creating an inability to service a small portion of our customer base, the impact of which is manageable; or a significant short-term impact on one or more of our core or local priority brands that is absorbable by the business. 'High' impact is defined as an inability to service a significant portion of our customer base, or major reputational damage.


101

Business description (continued)
Our strategy for grain-to-glass sustainability
Our strategic priority to 'Pioneer grain-to-glass sustainability' acknowledges the breadth of the environmental and social consequences of climate change. It also reflects how interlinked they are and that our value chain is a series of interdependent parts. Our targets reflect the complexity of the risks and opportunities we face and are mapped to our most material issues: water, carbon and the sustainability of our packaging.
By setting challenging targets, ‘Society 2030: Spirit of Progress‘ looks to manage the potential impact of climate risks on our business, as well as minimising our impact on the environment and supporting communities we work with.
We cannot meet our target without investment. We expect to invest around £1 billion ($1.2 billion) to drive improvements in environmental sustainability by 2030. By doing this, we will strengthen our business by strengthening our communities and making our value chain more resilient. In the process, we can manage our climate risks and act on opportunities we find. Much of the focus to date has been approvedon our sites in Africa, where we have invested in biomass and solar energy, energy efficiency and water recovery initiatives. We plan to increase investment for fiscal 24 to 26 to continue our progress towards our 2030 goals.

Our carbon and water roadmaps outline the projects needed to deliver our 2030 goals. These plans are backed by capital investment and undergo regular stress testing to help us in our efforts to meet our targets. Enhancing and digitising our sustainability data and reporting framework has given us more detailed insight into the progress in delivering our strategy. This lets us see where we need to optimise innovation opportunities or overcome project delivery challenges.

Responding to risks and opportunities
The next sections outline our targets and the progress we have made against those targets. We define our targets carefully, along with clear non-financial reporting boundaries and methodologies for each. For more details, see pages 292-315.

Preserving water

Our ‘Preserve Water for Life’ strategy is context-based and recognises the connections between how we use water and the impact on communities, supply chains and the environment. It is a duly appointed‘grain-to-glass’ approach that aims to replenish water in water-stressed catchments, supports farmers (especially smallholders) and authorised committeeregenerative agriculture, and improves how we use water in our operations. It also prioritises providing clean water to the communities we work in, and strongly advocates and drives more collective action to contribute to a net positive water impact in water-stressed basins.
Our work on water has earned us a place on the CDP Water Security ‘A List’ for the seventh year in a row, placing us in the top tier of participating companies for sustainable water management.

Water efficiency
Target by 2030
Reduce water use in our operations with a 40% improvement in water use efficiency in water-stressed areas and a 30% improvement across the company
Percentage improvement in litres of water used per litre of product packaged from the prior year – in water-stressed areas2.6%
DIA024-BAR-ESG_11.jpg

Percentage improvement in litres of water used per litre of product packaged from the prior year – across the company(1.2)%
DIA024-BAR-ESG_12.jpg


Our water strategy aims to improve water security, especially in water-stressed areas. This is achieved through both projects to improve our operational efficiency and our replenishment programme, which works with local communities to replenish more water than we consume in water-stressed areas. Across our business, we're proud to have improved water efficiency by 51.1% since we started measuring performance against this metric in 2007 and by 9.4% since our 2020 baseline. In water-stressed areas, efficiency has improved even further, by 16.2% against the 2020 baseline.
While our ongoing focus on water-stressed areas continued to deliver efficiency improvements of 2.6% vs fiscal 22, fiscal 23 saw changes to our production profile that drove a 1.2% reduction in water use efficiency per litre of product packaged (4.09 litres/litre to 4.14 litres/litre). This was despite the implementation of a number of water efficiency projects across our production portfolio.
102

Business description (continued)
Our production footprint is complex; it includes distillation, brewing and packaging, and uses water in related but different ways. While we saw efficiency improvements across our distillation sites of 3.5% compared to fiscal 22, the increasing proportion of distillation in our portfolio produced an overall decline in performance according to the way we currently measure water efficiency – litres of water used per litre of packaged product. The reason for the decline under this combined metric is that most distilled products need to be matured for a number of years before bottling, so much of the Boardwater used in fiscal 23 went into distilling product that won’t be packaged for years to come.

For this reason, in fiscal 23, we reviewed our water efficiency methodology, so that it better reflects our progress and challenges on water efficiency against the background of Directors, was signedour business model. Following a detailed review, we defined a new methodology that uses an index approach to show the aggregated change in water efficiency across our different production pillars weighted by their proportional water use. This methodology better represents underlying year-on-year site-level efficiency performance and, critically, addresses the timing difference between distillation and packaging, due to maturation requirements. We will change our measurement approach in fiscal 24.
In fiscal 23, we completed water efficiency projects that will deliver benefits in several water-stressed areas. In Kenya, Uganda and Nigeria we have installed or increased the capacity of water recovery plants. The volume of water recovered has now reached 530,850m3, equivalent to around 12% of total water withdrawals avoided across our African sites. This has helped to mitigate some of the obstacles to water efficiency created by lower production volume in Africa.
We are also building for the future. In fiscal 23, we broke ground on its behalf by Tom Shropshire,a wastewater treatment plant at our El Charcón site in Mexico. This will enable the Company Secretary,construction of a water recovery plant in fiscal 24, which we expect to start delivering water efficiency improvements from fiscal 25. We are also partnering with innovators to embed new technologies identified through our Diageo Sustainable Solutions (DSS) programme into our site roadmaps. One example is our partnership with 4T2 sensors on 27 July 2022.sensor technologies, which we expect will reduce the amount of water required to clean equipment between production runs.
Thirteen of our distilleries have now achieved Alliance for Water Stewardship certification (the internationally recognised, auditable standard for responsible water use), including Cameronbridge, Scotland, 11 Speyside distilleries and the Alwar distillery in India, making us the first distiller to be certified against this leading standard in Asia.
Climate, water and regenerative agriculture are strongly connected. This is why we continue our work to influence indirect water use in our agricultural supply chains. This means mapping our water use and continuing to run water improvement projects with farmers, especially smallholders. This helps us make our overall supply chain more resilient and support vulnerable communities, particularly in water-stressed areas.

Water replenishment
Target by 2026
Replenish more water than we use for operations in water-stressed areas
Percentage of water replenished in water-stressed areas in fiscal 2322%
DIA024-BAR-ESG_13 (1).jpg
144
Our water replenishment programme, an important contribution to supporting the climate resilience of our communities and supply chains, has had another strong year, putting us firmly on track to reach our 2026 target. In fiscal 23, our projects developed the annual volumetric replenishment capacity of 1,311,010m3water. This represents 22% of our target for 2026, and cumulatively (fiscal 16 to fiscal 23) we have replenished 71.5% of our estimated fiscal 26 volume. In India, Nigeria, Seychelles and South Africa we have achieved our 2026 replenishment target three years early. For 13 sites in these countries, we are now replenishing all the water we directly consume in the local water basin or the basin where we source the raw materials for the site.
Overall, in fiscal 23 we have completed 35 replenishment projects in 11 countries. Highlights include nature-based projects improving water quality and availability in priority catchments. In Jalisco, Mexico, we have worked with government, NGOs and local stakeholders to restore a wetland treating wastewater in a project that's the first of its kind for us. Other ambitious replenishment projects include improving irrigation with farmers in Turkey, de-silting dams to increase water infiltration in India, and providing access to water for many smallholder farming communities in Tanzania, Ghana, Brazil, Mexico, Uganda, Kenya
and India.

103

Business description (continued)
Water for communities
Target by 2030
Invest in improving access to clean water, sanitation and hygiene (WASH) in communities near our sites and local sourcing areas in all our water-stressed markets
Percentage of water-stressed markets with investment in WASH100 %
DIA024-BAR-ESG_14.jpg

An important part of our approach to water is providing access to clean water, sanitation and hygiene (WASH) in water-stressed communities near our sites and in water-stressed areas that supply our raw materials.
We reached our 2030 target in fiscal 23, launching a project in Mexico to harvest rainwater in 37 schools and provide drinking water in Jalisco, home of our tequila distilleries. This means all nine of the markets included in our target have invested in WASH projects since 2020. In fiscal 23, we invested in 17 WASH projects in seven countries bringing safe water and sanitation to 71,655 people.
In fiscal 23, we have also helped ensure more female representation in WASH programmes, which makes it more likely that everyone will benefit equally from access to water. For more about this, see the section on championing inclusion and diversity (page 86). In fiscal 24, we’ll consider how best to bring WASH projects to more communities in our supply chains.


Water collective action
Target by 2030
Engage in collective action in all priority water basins to improve water accessibility, availability and quality and contribute to net positive water impact
Percentage of priority water basins with collective action participation50 %
DIA024-BAR-ESG_15.jpg

We don't tackle water stress alone. We launched the Diageo Collective Action Programme in 2020, recognising that we need to collaborate with multiple stakeholders to create solutions and interventions that improve the water security across entire water-stressed catchments. Through this, we are now active in six out of our 12 ‘priority water basins’ – strategically important areas suffering particular water stress in 10 countries. In fiscal 23, with support through our partnership with The Nature Conservancy, we began two initiatives – one with the International Union for Conservation of Nature in Uganda’s Victoria Nile basin where we source sorghum and barley for our brewery in Kampala, and another in the Godavari 3 basin in India. We have also agreed to be a basin champion for the Water Resilience Coalition in Kenya’s Upper Tana basin, partnering with the Upper Tana-Nairobi Water Fund, increasing the commitment and investment we have already made there to improving the water security of the whole basin, which feeds Nairobi, home of our Tusker brewery.

Advocacy
Water is under pressure around the world, and the issues around preserving it are complex. So it will take multilateral action to address the challenge of responsible stewardship and scarcity. At the COP27 climate change conference, we were among businesses calling for more action on water and climate resilience. We also attended the UN Water Conference in New York in March 2023 and were among the first businesses to sign a declaration calling for accelerated action on water stewardship. Our partnerships with leading international organisations, such as Water Resilience Coalition, Alliance for Water Stewardship and WaterAid, are fundamental to our ambition to support the climate resilience of our business and communities. They also help us advocate for more global action to address the water and nature crisis. Continuing this important advocacy, we plan to attend World Water Week in Stockholm in August 2023, UN SDG Summit in September and COP28 in December.


104

Business description (continued)
Limiting carbon emissions
The planet needs significant science-based action to create a sustainable, low-carbon future and to mitigate the risk from climate change. We aim to reach net zero across our direct operations by 2030. We have also stated our ambitionto being net zero across our value chain by 2050, and halving these emissions by 2030. We have detailed plans for reducing emissions across our existing sites and we are also investing in carbon-neutral production(2) sites to add to those we already have.


Pathway to net zero(1)
20082015202020212030
2050 or
earlier
MilestoneGHG targets
set for 2015
GHG targets
set for 2020
‘Society 2030:
Spirit of Progress‘
(SOP) targets set
Targets
approved by
the SBTi
‘Society 2030:
Spirit of Progress‘
targets due
Scope 3 net
zero targets due
Target
2015 targets
-50%
Scopes 1 & 2
2020 targets
-50%
Scopes 1 & 2
-30% Scope 3
Scope 1: net zero
Scope 2: net zero
Scope 3: -50%
Scope 1: net zero
Scope 2: net zero
Scope 3: net zero
Delivery-33%
Scopes 1 & 2
-50.1% Scopes 1 & 2
-33.7% Scopes 1-3

Baseline = 2007Baseline = 2007Baseline = 2020
Pathway to delivery
Scope 1Decarbonisation of direct operations by embedding energy efficiency and energy recovery into our processes and working towards using 100% renewable fuel and heat.
Exploring innovations, partnerships and renewable energy certification.
Continue to explore innovations, partnerships and carbon removals to maintain compliance with our SBTi-aligned net zero commitment.
Scope 2Continue switch to renewable electricity.
Create additional renewable energy capacity to power our sites through on-site developments and using power purchase agreements (PPA).
Once we have achieved 100% renewable electricity by 2030 we will focus on moving towards more on-site/near-site generation.
Scope 3
Packaging: For example: low-carbon glass and aluminium manufacturing; packaging reduction; innovative glass coatings that support light-weighting, and moving towards circular packaging solutions.
Agriculture: Regenerative agriculture programmes scale-up to reduce the emissions associated with crop growth.
Partnerships: Mobilising the value chain by engaging, inspiring and activating our supplier and customer network to jointly decarbonise e.g. through the development of renewable energy solutions and increased carbon emission understanding and transparency.
Collaborating across the business: Cross-functional governance structure in place creating shared Scope 3 delivery responsibility.

Focus on progress: We continually test our decarbonisation progress through reports that assess the sufficiency of our plans to deliver our in-year, 2030 and 2050 targets. Decarbonisation plans are in place across our site footprint and we monitor them through performance management and strategic business reviews. Through Diageo Sustainable Solutions (DSS) and supplier collaboration, we identify opportunities to partner and innovate, driving systems change within the beverage industry. We may need to use high-quality certified carbon offsets to neutralise hard-to-abate residual emissions, though we anticipate these being no more than 5-10% of our baseline.
(1) This is an estimate based on current management expectations; the underlying assumptions and future developments may change over time, which would cause changes to management expectations and this information. See pages 93-99 for more about the potential impact of climate change on Diageo and our current plans to manage and mitigate risks.

Our risk assessment and scenario analysis show us that consumer behaviour is an important transition risk, and companies who don’t decarbonise their operations will suffer as consumers increasingly demand more sustainable products. Also, decarbonisation requires investment. But by working with suppliers to innovate in low-carbon manufacturing techniques for glass production, for example, we help to accelerate towards a low-carbon world while benefitting from the experience that comes from early innovation.

(2) Four carbon-neutral facilities have been assessed and certified using PAS2060 – Carbon Neutrality Standard and Certification (Scope 1&2, Direct Operations boundary) as reducing emissions aligned to an equivalent net zero trajectory with <5-10% of residual emissions neutralised using purchase of carbon offsets.
105

GovernanceBusiness description (continued)
Emissions from our direct operations
Target by 2030
Become net zero carbon in our direct operations (Scopes 1 and 2)
Percentage reduction in absolute carbon emissions (direct and indirect carbon emissions by weight (market/net based)) from the prior year5.4 %
DIA024-BAR-ESG_16 (1).jpg

In fiscal 23, as part of our ambition to decarbonise our operations to decouple growth from emissions, we continued to reduce our absolute carbon emissions (direct and indirect carbon emissions by weight (market/net based)), achieving a further 5.4% reduction on last fiscal year and a cumulative 14.7% improvement from our fiscal 20 baseline.
The main factor in reducing our emissions in fiscal 23 was our continued investment in renewable energy. We commissioned biomass facilities at sites in Kenya and Uganda, bringing significant emissions reductions of approximately 42,000 tonnes CO2e over the course of the year. We increased on-site bioenergy use at facilities in Scotland and Turkey and also replaced fossil fuel with liquid biofuels at two of our whisky distilleries in Scotland. We have also implemented continuous improvement initiatives across a number of sites, and continued to use certificate-backed renewable natural gas at facilities in the UK and Canada.To reach our 2030 SBTi-approved near-term target for direct operations, we must reduce our emissions by more than 95% from our 2020 baseline. We continue to invest in carbon-neutral facilities, in addition to our four carbon-neutral distilleries1 in Scotland and North America. We are designing new sites in Mexico, Canada, Ireland and China to be as efficient and low-emitting as possible.

Target by 2030
Use 100% renewable energy across all our direct operations
by 2030
Change in percentage of renewable energy across our direct operations in fiscal 231.9%
DIA024-BAR-ESG_17.jpg

This year, 45% of all the energy consumed at our facilities came from renewable sources, an increase of 1.9% on last year. To achieve this, we have increased the use renewable electricity, fuel and heat. Our improved performance in fiscal 23 was driven largely by the electrification of our sites, our efforts to source renewable electricity and our investment in biomass technology.
As a signatory of the RE100 initiative, with a target to reach 100% electricity from renewable sources by 2030, we are proud that we are already ahead of our 2025 target of 50% renewable electricity, reaching 86.7% this year, up from 85.6% in fiscal 22. We have invested in 100% renewable electricity sites like our Lebanon all-electric distillery in North America. Comprising approximately 8,000 panels that will add 4.1MW of renewable electricity generation capacity. As well as reaching 100% renewable electricity ourselves, we encourage our suppliers to use more electricity through power purchase agreements (PPAs) and support additional power generation opportunities in our markets.
This year we have increased our use of renewable thermal energy by 1.3% compared to last year across our global operations. The start up of three biomass facilities at our sites in Kenya and Uganda produced our biggest single increase in renewable thermal energy use, a 25% increase in renewable fuel and heat across our Africa market compared to fiscal 22. We also increased energy output from on-site biomass and biogas plants and introduced renewable biofuel at two sites in Scotland. As we make renewable energy advances across our operations, we have reduced our usage of certificate backed renewable gas.
We are a significant enabler of the generation of biomethane in Scotland through the supply of Diageo distillery co-products. This is used by third parties as a feedstock to generate green gas, which is injected into the natural gas network. We then reuse the resulting renewable gas in our distilleries, with 23% of the green gas used by our sites in Scotland derived from our own feedstocks this year.
Four carbon-neutral facilities have been assessed and certified using PAS 2060 – Carbon Neutrality Standard and Certification (Scope 1&2, Direct Operation boundary)see net zero carbon boundaries on pages 310-311) as reducing emissions aligned to an equivalent net zero trajectory with <5-10% of residual emissions neutralised using the purchase of carbon offsets.


106

Business description (continued)
Emissions from across our value chain
Target by 2030
Reduce our value chain (Scope 3) carbon emissions by 50%
Percentage reduction in absolute greenhouse gas emissions (ktCO2e) from the prior year1.2 %
DIA024-BAR-ESG_18.jpg


We continue to refine our understanding of our baseline and footprint, including our supplier network, after reviewing our total value chain footprint and associated emissions in 2023. This year our Scope 3 CO2e emissions decreased by 1.2% but we remain behind our 2020 baseline by 20.7%.
Our emissions derived from packaging decreased due to reductions in volumes, as well as decarbonisation activities including glass light-weighting, carton removals, and switching to lower-carbon materials. This was partly offset by increased emissions attributed to capital goods, including investments in plants that enable our low-carbon transition.
We are navigating the complexities of Scope 3 to ensure we achieve our reduction targets, and enable impactful change up and down the value chain by working with our suppliers, our peers and the wider beverage industry.

As well as reducing Scope 3 emissions by 50% by 2030, we want to achieve a net zero value chain by 2050 or sooner. To achieve these targets, in common with many multinationals, we are working with global GHG accounting bodies and our suppliers to get more detailed Scope 3 data. As we refine our value chain data, we can be more specific about our GHG footprint, including refined categories of upstream and downstream Scope 3 emissions.
(1) Four carbon-neutral facilities have been assessed and certified using PAS2060 – Carbon Neutrality Standard and Certification (Scope 1&2, Direct Operations boundary) as reducing emissions aligned to an equivalent net zero trajectory with <5-10% of residual emissions neutralised using purchase of carbon offsets.

Total direct and indirect carbon emissions by region by year
Region2020202120222023
North America12712510083
Europe152129144194
Asia Pacific3210109
Latin America and Caribbean22273826
Africa13715413289
Diageo (total)470445424401

Streamlined Energy and Carbon Reporting (SECR)
2020202120222023
Total Global energy consumption (MWh)3,310,388 3,392,923 3,557,760 3,507,733 
Total market based (net) intensity ratio of GHG emissions (g CO2e per litre of packaged product)
139 122 105 105 
Total UK energy consumption (MWh)1,056,931 1,064,795 1,091,153 1,249,306 
Direct (MWh)924,022 927,917 951,302 1,102,403 
Indirect (MWh)132,910 136,878 139,851 146,903 
Total UK direct and indirect carbon emissions (kt CO2e)
86 71 84 136 
Scope 186 71 84 136 
Scope 2— — — — 


Moving towards regenerative agricultural sourcing
Our supply chain connects us to communities around the world. This gives us the chance to make a positive social and environmental impact by enhancing livelihoods and promoting regenerative agriculture.

107

Business description (continued)
One of the foundations of our regenerative agriculture strategy is our Sustainable Agriculture Guidelines (SAG), which set out the principles we expect our agricultural raw materials suppliers to adopt to make farming more regenerative. We work with suppliers and farmers across our supply chains to implement, assess and scale regenerative practices.
This work also helps make our supply chain more resilient. Our assessments show the possible impacts of climate change on agricultural commodities, and that they are vulnerable to climate hazards including water stress, temperature rises and flooding, particularly where the commodities only grow in one country.
We work with communities to help them adapt and build resilience through our 'Preserve Water for Life' strategy, implementing regenerative agricultural practices and developing climate-resistant variants of agricultural crops. We are also exploring alternative crops to build diversity and enhance resilience in crop systems and across our raw materials portfolio. By working with farmers in this way, and by giving them skills and resources, we make them and their communities economically, environmentally and socially stronger, as well as strengthening our own supply chain.


Positive partnerships
Target by 2030
Develop regenerative agriculture pilot programmes in five key sourcing landscapes
Number of regenerative agriculture pilot programmes initiated1
DIA017-BAR-ESG_18.jpg

We are committed to partnerships with farmers to help them implement projects to test new regenerative farming approaches and practices, measure the results and share what we learn. By following regenerative practices, agriculture can restore soil health and fertility, boost biodiversity, protect watersheds and promote ecological resilience. By focussing on life above and below ground, everyone benefits from regenerative agriculture from the farmer to the ecosystem.
We also continue to build our understanding of the agronomic context across our key crops and sourcing regions, working with agronomic partners and our suppliers, growers and farmers. We are currently conducting assessments in the United Kingdom, United States, India, Brazil, Mexico and East Africa for barley, wheat, corn, rice, sugarcane, agave and sorghum production systems.

Guinness barley programme
Discovering how to lower farming's footprint
In Ireland, our programme looking for ways to lower-carbon emissions of barley production for Guinness is in its second year, with 45 farmers now participating. Data from 1,125 soil samples showed that three quarters of the soil’s carbon footprint is from nitrogen fertilisers. This shows there’s potential to reduce emissions by at least 30% from the baseline year through regenerative practices and low-carbon fertilisers.
We also supplied barley farmers with cover crops, which fix nitrogen and carbon in soil, and quantified biomass they generate.

Local sourcing
Target by 2030
Provide all local sourcing communities with agricultural skills and resources, building economic and environmental resilience (supporting 150,000 smallholders)
Number of smallholder farmers in our supply chain supported by our smallholder farmer programme in fiscal 2312.9k
DIA024-BAR-ESG_20.jpg
108

Business description (continued)

Where low yields and quality issues threaten smallholders’ income, we work with suppliers, research organisations and other partners to build more resilient local supply chains. This has included developing more climate-resistant and higher-yielding varieties of sorghum adapted for Kenya and Ghana.
We are on course to reach our target of supporting 150,000 smallholders by 2030, after supporting nearly 13,000 12,935farmers in fiscal 23 with sustainable development.
We have worked mainly in Kenya to test and learn from our approach to support our smallholders before expanding to the network of smallholders we source from. The programme focuses on training and enabling knowledge transfer for the transition to more resilient agriculture production systems. We trained smallholders on improving soil health, working with technical and implementation partners on the ground. We have also supported our smallholders with essential resources such as high-quality, certified seeds, distributing more than 100 tonnes of input at a subsidised rate to smallholder farmers.
Last year, we partnered with an agricultural technology provider to digitise our smallholder value chains. Starting with our primary crop for smallholder farmers, sorghum, we have rolled the technology platform out across Ghana, Kenya and Uganda in fiscal 23. We aim to broaden this to Nigeria and Tanzania. The technology acts as a valuable data source. We aim to use it to tailor our offering to smallholders based on their needs, while monitoring changes to baseline data to make sure our interventions have an impact on the ground. To help accelerate change for smallholders, we launched challenges through Diageo Sustainable Solutions, encouraging innovators to pitch ideas relating to soil biodiversity, carbon (relating to soil health) and water.
To clarify farming communities’ needs, we have used the main communication method in our sourcing regions: radio. Working with local agricultural radio shows and Farm Radio International, we are looking to understand farmers’ challenges to help us target our support. Together, we ran a six-week series on ‘Farming as a Business’, discussing challenges to women in agriculture and the support available to farmers. Listeners could freephone to submit views in their local dialect across eight radio stations in Ghana and Uganda.


Making packaging more sustainable
Consumers are rightly demanding more sustainable products and legislation continues to drive industry changes. We are committed to reducing our value chain's carbon footprint by reducing packaging and increasing the recycled content in the packaging we produce. We are also developing circular business models and designs, which allow for more reusable and refillable packaging.
By becoming sustainable by design in packaging, we reduce our carbon footprint, by using fewer materials in production and by limiting emissions when the packaging reaches the end of its life. We buy most of our packaging materials, so partnerships are crucial to achieving our ambitions. An example is Diageo Sustainable Solutions (DSS), where we partner with technology innovators, customers, suppliers and researchers to spot potential technology breakthroughs and pilot them, with the ultimate aim of scaling them to increase their impact.

Examples of how we are reducing our packaging footprint include:
Pioneering net-zero glass bottles – In December 2022, we announced our partnership with Encirc, a leading glass manufacturer and co-packer, to create the world's first net zero glass bottles at scale by 2030. The new furnace at Encirc’s plant in Cheshire, United Kingdom, will reduce carbon emissions by 90% with an energy mix of green electricity and low-carbon hydrogen. We expect that carbon capture technology will capture the remaining carbon emissions by 2030. The furnaces are expected to be fully operational by 2027 and to produce up to 200 million Smirnoff, Captain Morgan, Gordon’s and Tanqueray bottles a year by 2030.
Leading the way to sustainable aluminium – We have invested in a groundbreaking project to create a circular economy for aluminium in the United Kingdom. We are funding a new consortium (BACALL – British Aluminium Consortium for Advanced Alloys), which will build a plant to provide recycled aluminium for more than 400 million cans of Guinness and pre-mixed Gordon’s and tonic, significantly reducing our carbon emissions while also creating jobs in the United Kingdom.

Reducing packaging weight and increasing recycled content
Target by 2030
Continue our work to reduce total packaging and increase recycled content in our packaging (delivering a 10% reduction in packaging weight and increasing the percentage of recycled content in our packaging to 60%)
Percentage reduction of total packaging (by weight) in fiscal 23%
DIA024-BAR-ESG (1).jpg


109

Business description (continued)
In fiscal 23, we reduced packaging weight by 4.4% compared to fiscal 22, but this was 14.9% above our 2020 baseline because we have increased production from fiscal 20 to fiscal 22. In fiscal 23, we removed 141 million cartons from some of our Johnnie Walker and scotch brands. We have reduced weight in our primary scotch portfolio by moving some of our bottles into standard, more lightweight formats, allowing us to take some heavier formats out of the portfolio. These changes have saved almost 4,000 tonnes of glass and 9,170 tonnes of board in fiscal 23. From fiscal 24, we will continue to embed our Design for Sustainability packaging guidelines, emphasising use of lightweight glass and recycled content. We also continue to encourage bars, restaurants and other on-trade outlets to support the reuse of packaging.

Change in percentage of recycled content (by weight) in fiscal 23(1.2)%
DIA024-BAR-ESG_22 (1).jpg

Recycled content now makes up 39% of our packaging, down 1.2% on fiscal 22. This is because of a shortage of cullet, a feedstock for recycled glass, in the United Kingdom and North America. We continue to face challenges in sourcing quality recycled glass and PET (polyethylene terephthalate), though we are working with suppliers and industry peers to strengthen recycling infrastructure.
Despite the challenges, we have made positive changes, moving Johnnie Walker Gold Label Reserve from 0% recycled content to 40% and trialling Johnnie Walker core sizes with increased recycled content. We also launched Talisker x Parley: Wilder Seas in the brand’s first 100% recycled bottle.


Pioneering a lighter bottle
In 2021, we launched a challenge to develop lightweight bottles through Diageo Sustainable Solutions. This led to us working with glass industry consultants EXXERGY, which has developed an innovative glass coating technology that could enable us to use lighter glass for bottles, without reducing their strength. We invited strategic supply chain partner Ardagh Group to collaborate, and they engaged manufacturing software specialist Dassault Systèmes to support with testing the EXXERGY coating. We have been testing the coating through industry-first lab-based and virtual trials. Virtual trials allow us to develop innovations using real-time digital representations of products and processes, which reduces time, cost, energy and raw materials. After the trials, we will test the thinner glass on our Johnnie Walker bottles. Through this collaboration, we hope to significantly reduce the raw materials needed to create a bottle, and the overall weight, so it takes less carbon to transport our bottles.

Target by 2030
Ensure 100% of our packaging is widely recyclable (or reusable/compostable)
Percentage of packaging recyclable (by weight)97.9 %
DIA024-BAR-ESG_23.jpg


In fiscal 23, 97.9% of our packaging was technically recyclable, using the same fiscal 22 methodology.
We have an ambition to adjust our recyclability metrics in line with market-differentiated recycling frameworks in the future.


Recycled content and recyclability of plastic
Target by 2025
Ensure 100% of our plastics are designed to be widely recyclable or reusable/compostable
Percentage of recyclable (or reusable/ compostable) plastic used in fiscal 2311.2 %
DIA024-BAR-ESG_24.jpg


In fiscal 23, we achieved 83.2% recyclability for plastics, an increase of 11.2% from last year. We continue to use the ‘technically recyclable’ definition. The remaining non-recyclable components are currently not replaceable, although we continue to explore alternatives.
110

Business description (continued)

Target by 2030
Achieve 40% recycled content in our plastic bottles by 2025, and 100% by 2030
Percentage of recycled content in our plastic bottles used%
DIA024-BAR-ESG_25.jpg


In fiscal 23, we started projects in North America, Europe and Africa to increase recycled content in plastic bottles, particularly single-use formats, and achieved 7% recycled content in plastic bottles.
This year, in the United Kingdom we have moved our Johnnie Walker Red Label 1.75L bottles to 30% recycled PET. Our North America business achieved 26% recycled content in plastic bottles and in Africa we trialled 40% recycled content. In Ghana, we have partnered with the Mohinani Group to introduce the first bottle-to-bottle recycling plant in the country. In fiscal 23, 2,000 metric tonnes of plastic have been collected, with the aim of the plant being fully operational in fiscal 24. The plant will have a capacity to recycle 15,000 metric tonnes of plastic per year.
Also, our largest packaging site in Scotland has removed single-use shrink-wrap across a range of products, saving 67 metric tonnes of plastic per year, and delivering shrink-wrap-free drink flasks to 47 countries.
We will see these shifts continue in fiscal 24; sourcing recycled PET remains a priority.

Reusing and reducing waste
We manage around one million tonnes of waste each year. This includes ‘co-products’ from our production processes in the form of spent grain and other agricultural commodities. These co-products return to agriculture in the form of animal feed and fertiliser and are also used as feedstocks for biomass facilities. This helps reduce the environmental footprint of our agricultural supply chain and supports our regenerative agriculture programmes. By reusing scarce resources, we help improve the system that produces our key ingredients. In addition, we aim to divert all waste from landfill, so it is recycled or reused.


Reducing waste to landfill
Target by 2030
Achieve zero waste in our direct operations and zero waste to landfill in our supply chain
Percentage reduction in total waste sent to landfill from the prior year35.5 %
DIA024-BAR-ESG.jpg


Globally, the total volume of waste diverted from our direct operations to landfill was 180 tonnes this year (vs 279 tonnes in fiscal 22), which is below our zero waste to landfill de minimis threshold of 200 tonnes. We recycle, reuse and recover more than 99.98% of waste from our global operations either for our own reuse or in partnership with local agricultural communities and energy and waste handlers. Our performance in fiscal 23 means we have achieved a key milestone in fulfilling our 2030 direct operations zero-waste commitments.
In the second half of fiscal 23, we launched an initiative with our suppliers and KPMG to fully understand the waste in our supply base. The project will look for ways to change how we approach waste management across our Tier 1 supply chain by avoiding waste to landfill and recovering and recycling more waste by 2030. Our commitment to a more sustainable and less wasteful supply chain is also reflected in our marketing, where our point-of-sale (POS) project is working towards guidelines for sourcing better materials for experiential marketing, as well as designing POS and campaign props for reuse.
Last year, we reported that a third-party contractor at one of our facilities in Australia had incorrectly diverted waste material to landfill. This prompted a global review in fiscal 23 of more than 350 waste handlers and our own internal waste management practices, aiming to strengthen our controls and avoid similar issues in the future. This hadn’t been possible during the Covid-19 pandemic because of restrictions on site visits. The review of waste handlers identified 111 metric tonnes of waste that hadn’t been accounted for in fiscal 22, taking the total volume of waste sent to landfill to 279 tonnes. We have now included this in waste-to-landfill volumes for fiscal 22, representing 0.028% of the 984,057 tonnes we handled in that year. We’ll continue to assess our waste handlers regularly and improve our internal controls to maintain our zero waste to landfill status.
111

Business description (continued)
We consider we have achieved zero waste to landfill if we have disposed of less than 0.2% of baseline waste-to-landfill volume during the year. This volume equates to 200 tonnes and excludes any waste we are required to dispose to send to landfill under local regulations.

How we have reported consistent with the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD)
In preparing our disclosures, we have taken into consideration the TCFD all sector guidance.
TCFD recommendationCompliance
GOVERNANCE See page 92
a.Describe the board’s oversight of climate-related risks and opportunities.
Yes. See page 92.
b.Describe management’s role in assessing and managing climate-related risks and opportunities.
RISK MANAGEMENT See pages 93-99
a.Describe the organisation’s processes for identifying and assessing climate-related risks.
Yes. See pages 93-99. Having completed comprehensive risk assessments our focus is now on ensuring appropriate adaptation plans are in place for all risks identified.
b.Describe the organisation’s processes for managing climate-related risks.
c.Describe how processes for identifying, assessing, and managing climate-related risks are integrated into the organisation’s overall risk management.
STRATEGY See pages 100-109
a.Describe the climate-related risks and opportunities the organisation has identified over the short, medium, and long term.
We have described risks and opportunities for our business in >95% of our operating locations, as well as the impact of those risks and opportunities on our strategy. We have modelled the resilience of our strategy under three climate-related scenarios. See pages 243-245. As a next step we are exploring the further development of our scenario analysis capability and associated tools.
b.Describe the impact of climate-related risks and opportunities on the organisation’s businesses, strategy, and financial planning.
c.Describe the resilience of the organisation’s strategy, taking into consideration different climate-related scenarios, including a 2°C or lower scenario.
METRICS & TARGETS See pages 100-109
a.Disclose the metrics used by the organisation to assess climate-related risks and opportunities in line with its strategy and risk management process.
Yes. See pages 100-109.
b.Disclose Scope 1, Scope 2 and, if appropriate, Scope 3 greenhouse gas (GHG) emissions and the related risks.
Yes for Scope 1 and 2. See page 104. We are working with global GHG accounting bodies and our suppliers to get more detailed Scope 3 data. As we refine our value chain data, we can be more specific about our GHG footprint, including refined categories of upstream and downstream Scope 3 emissions.
c.Describe the targets used by the organisation to manage climate-related risks and opportunities and performance against targets.
Yes. See pages 100-109.
112


Cautionary statement concerning forward-looking statements

This document contains ‘forward-looking’ statements. These statements can be identified by the fact that they do not relate only to historical or current facts and may generally, but not always, be identified by the use of words such as “’will”, “anticipates”, “should”, “could”, “would”, “targets”, “aims”, “may”, “expects”, “intends” or similar expressions statements. In this document, such statements include those that express forecasts, expectations, plans, outlook, objectives and projections with respect to future matters, including information related to Diageo’s fiscal 24 outlook, Diageo’s medium-term guidance for fiscal 23 to fiscal 25, Diageo’s supply chain agility programme, future Total Beverage Alcohol market share ambitions and any other statements relating to Diageo’s performance for the year ending 30 June 2024 or thereafter.
Forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There is 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 that are outside Diageo's control, which include (but are not limited to):
(i) economic, political, social or other developments in countries and markets in which Diageo operates, including macro-economic events that may affect Diageo’s customers, suppliers and/or financial counterparties; (ii) the effects of climate change, or legal, regulatory or market measures intended to address climate change; (iii) changes in consumer preferences and tastes, including as a result of disruptive market forces, changes in demographics and evolving social trends (including any shifts in consumer tastes towards at-home occasions, premiumisation, small-batch craft alcohol, or lower or no-alcohol products and/or developments in e-commerce); (iv) changes in the domestic and international tax environment that could lead to uncertainty around the application of existing and new tax laws and unexpected tax exposures; (v) changes in the cost of production, including as a result of increases in the cost of commodities, labour and/or energy due to inflation and/or supply chain disruptions; (vi) any litigation or other similar proceedings (including with tax, customs, competition, environmental, anti-corruption or other regulatory authorities); (vii) legal and regulatory developments, including changes in regulations relating to environmental issues and/or e-commerce; (viii) the consequences of any failure of internal controls; (ix) the consequences of any failure by Diageo or its associates to comply with anti-corruption, sanctions, trade restrictions or similar laws and regulations, or any failure of Diageo’s related internal policies and procedures to comply with applicable law or regulation; (x) Diageo’s ability to make sufficient progress against or achieve its ESG ambitions; (xi) cyber-attacks and IT threats or any other disruptions to core business operations; (xii) contamination, counterfeiting or other circumstances which could harm the level of customer support for Diageo’s brands and adversely impact its sales; (xiii) Diageo’s ability to maintain its brand image and corporate reputation or to adapt to a changing media environment; (xiv) fluctuations in exchange rates and/or interest rates; (xv) Diageo’s ability to derive the expected benefits from its business strategies, including Diageo’s investments in e-commerce and its luxury portfolio; (xvi) increased competitive product and pricing pressures, including as a result of introductions of new products or categories that are competitive with Diageo’s products and consolidations by competitors and retailers; (xvii) increased costs for, or shortages of, talent, as well as labour strikes or disputes; (xviii) movements in the value of the assets and liabilities related to Diageo’s pension plans; (xix) Diageo’s ability to renew supply, distribution, manufacturing or licence agreements (or related rights) and licences on favourable terms, or at all, when they expire; or (xx) any failure by Diageo to protect its intellectual property rights.    
In preparing the ESG-related information contained in this document, Diageo has made a number of key judgements, estimations and assumptions and the processes and issues involved are complex. The ESG-related forward looking statements should be treated with special caution, as ESG and climate data, models and methodologies are often relatively new, are rapidly evolving and are not of the same standard as those available in the context of other financial information, nor are they subject to the same or equivalent disclosure standards, historical reference points, benchmarks, market consensus or globally accepted accounting principles. In particular, it is not possible to rely on historical data as a strong indicator of future trajectories in the case of climate change and its evolution. Outputs of models, processed data and methodologies are also likely to be affected by underlying data quality, which can be hard to assess and we expect industry guidance, market practice, and regulations in this field to continue to change. There are also challenges faced in relation to the ability to access data on a timely basis and the lack of consistency and comparability between data that is available. This means the ESG-related forward-looking statements and ESG metrics discussed in this document carry an additional degree of inherent risk and uncertainty, and as a result, our actual results and developments could differ materially from those expressed or implied by the ESG-related forward-looking statements in this document.
In light of the uncertainty as to the nature of future policy and market responses to climate change, including between regions, and the effectiveness of any such responses, Diageo may have to re-evaluate its progress and evolve its approach towards its ESG ambitions, commitments and targets in the future, update the methodologies it uses or alter its approach to ESG and climate analysis and may be required to amend, update and recalculate its ESG disclosures and assessments in the future, as market practice and data quality and availability develops rapidly.
All oral and written forward-looking statements made on or after the date of this document and attributable to Diageo are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. In addition, all oral and written forward-looking statements made on or after the date of this document and attributable to Diageo are also expressly qualified in their entirety by the risks set out in the 'Risk factors' section below.

113


Any forward-looking statements made by or on behalf of Diageo speak only as of the date they are made. Diageo expressly disclaims any obligation or undertaking to publicly update or revise these forward-looking statements other than as required by applicable law. The reader should, however, consult any additional disclosures that Diageo may make in any documents which it publishes and/or files with the SEC.
All readers, wherever located, should take note of these disclosures. This document 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. All rights reserved. © Diageo plc 2023.
The information in this document does not constitute an offer to sell or an invitation to buy shares in Diageo plc or an invitation or inducement to engage in any other investment activities.
This document may include information about Diageo’s target debt rating. A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the assigning rating organisation. Each rating should be evaluated independently of any other rating.
Past performance cannot be relied upon as a guide to future performance.
References in this document to information on websites are included as an aid to their location and such information is not incorporated in, and does not form part of, this document unless otherwise noted.

114


Risk factors

Investing in the securities of Diageo involves risk. Diageo believes the following to be the principal risks and uncertainties that are most likely to have a material adverse impact on the Diageo group. These risks should be carefully considered together with other information included elsewhere within this annual report. If any of these risks occur, either alone or in combination with other risks, Diageo’s business, financial condition and performance could suffer and the trading price and liquidity of its securities could decline. The order of presentation of the risk factors below does not necessarily indicate the likelihood of a particular risk’s occurrence or the potential magnitude of its financial consequences.

In addition, because any global business of the kind Diageo is engaged in is inherently exposed to risks that become apparent only with the benefit of hindsight, risks which Diageo does not currently deem to be material or of which it is not presently aware could also materially and adversely impact Diageo’s business, financial condition and performance in future periods.

Risks related to the global economy

Diageo’s business has been and may, in the future, be adversely impacted by unfavourable economic, political, social or other developments and risks (including those resulting from a public health threat, increases in geopolitical instability, including in relation to Russia’s invasion of Ukraine, and/or inflationary pressures) in the countries in which it operates
Diageo’s products are sold in nearly 180 countries worldwide, and Diageo may be adversely affected by global economic volatility or unfavourable economic developments in any of the countries or regions where it has distribution networks, marketing companies or production facilities. In particular, Diageo’s business is dependent on general economic conditions in its major markets, which include the United States, the United Kingdom, the countries that form the European Union, and certain countries within the Latin American region, India and China, and failure to react quickly enough to changes in those economies could have an adverse effect on financial performance.

The markets in which Diageo operates have been significantly impacted, and could be impacted in the future, by public health threats, such as the Covid-19 pandemic. While restrictions imposed in response to the Covid-19 pandemic in most countries around the world have gradually eased, the long-term economic impact of the pandemic is still uncertain, particularly in China. Similarly, Russia’s invasion of Ukraine and the ongoing military conflict in the region has, among other things, resulted in elevated geopolitical instability and economic volatility. The economic volatility attributable to Covid-19 and Russia’s invasion of Ukraine is part of, and contributing to, a larger trend of persistently high inflation and a higher interest rate environment globally, which has had and may continue to have a significant adverse effect on economic activity that could have a material adverse impact on Diageo’s business, financial condition, results of operations and/or the price of Diageo’s securities.

Any future significant deterioration in economic conditions globally or in any of Diageo’s important markets, including economic slowdowns, global, regional or local recessions or depressions, currency instability, increased unemployment levels, increased custom duties, tariffs and/or other tax rates, increased inflationary pressures and/or disruptions to credit and capital markets, could lead to eroded consumer confidence and decreased consumer spending more generally, which in turn could reduce consumer demand for Diageo’s products. Unfavourable economic conditions could also negatively impact Diageo’s customers, distributors, suppliers, and financial counterparties, who may experience cash flow problems, increased credit defaults, decreases in disposable income or other financial issues, which could lead to changes to ordinary customer stocking patterns, including destocking or stocking ahead of potential price increases as well as an increase in Diageo’s bad debt expense. In addition, volatility in the capital and credit markets caused by unfavourable economic developments and uncertainties, including the heightened geopolitical instability caused by Russia’s invasion of Ukraine and/or inflationary pressures, could result in a reduction in the availability of, or a further increase in the cost of, financing to Diageo.

Diageo’s business could also be affected by other economic developments such as fluctuations in currency exchange rates, the imposition of any import, investment or currency restrictions (including the potential impact of any global, regional or local trade wars or any tariffs, customs duties or other restrictions or barriers imposed on the import or export of goods between territories, including but not limited to, imports into and exports from the United States, China, the United Kingdom and/or the European Union), the imposition of economic or trade sanctions, or any restrictions on the repatriation of earnings and capital. Any of these developments may have a material adverse effect on Diageo’s financial performance.

Diageo’s operations are also subject to a variety of other risks and uncertainties related to its global operations, including adverse political, social or other developments. Political and/or social unrest or uncertainties, natural disasters, public health threats (including the Covid-19 pandemic and any future epidemics or pandemics, and government responses thereto), politically-motivated violence and terrorist threats and/or acts, including those which are specifically directed at the alcohol industry, may also occur in countries where Diageo has operations. Additionally, upcoming election cycles in key market including the US, UK and Europe are likely to lead to increased volatility.
115



Many of the above risks are heightened, or occur more frequently, in emerging markets, such as Nigeria, Ghana and Turkey. In general, emerging markets are also exposed to relatively higher risks attributable to unstable governments, corruption, crime and lack of law enforcement, undeveloped or biased legal systems, expropriation of assets, sovereign default, military conflicts, liquidity constraints, inflation, devaluation, price volatility and currency convertibility issues, as well as other legal and regulatory risks and uncertainties. Developments in emerging markets can affect Diageo’s ability to import or export products and to repatriate funds, as well as impact levels of consumer demand (for example, in duty-free outlets at airports or in on-trade premises in affected regions) and therefore Diageo’s levels of sales or profitability. Any of these factors may affect Diageo disproportionately or in a different manner from its competitors, depending on Diageo’s specific exposure to any particular emerging market, and could have a material adverse effect on Diageo’s business and financial results.

Climate change, or legal, regulatory or market measures to address climate change or other environmental concerns, may negatively affect Diageo’s business or operations, and water scarcity or water quality issues could negatively impact Diageo’s production costs and capacity
Climate change is occurring around the world as a result of carbon dioxide and other greenhouse gases in the atmosphere having an adverse effect on global temperatures, weather patterns and the frequency and severity of extreme weather-related events and disasters. To the extent that weather patterns and climate change, or legal, regulatory or market measures enacted to address such climate change or other environmental concerns, have a negative effect on agricultural productivity in the various regions from which Diageo procures its raw materials, Diageo may be subject to decreased availability of, or increased prices for, a number of raw materials that are necessary in the production of Diageo’s products, including wheat, maize, barley, sugar cane/molasses, vanilla, agave, rice, grapes, sorghum, and aniseed. Severe weather events or changes in the frequency or intensity of weather events could also pose physical risks to Diageo’s production facilities, impair Diageo’s production operations or disrupt Diageo’s supply chain, which may affect production operations as well as delivery of its products to customers. For example, a number of Diageo’s distilleries in Scotland are in lower coastal areas and, as a result, may suffer disruption due to coastal flooding and/or storms. Climate change and geographic limitations related to the production may also expose Diageo to water scarcity and quality risks due to the water required to produce its products, including water consumed in the agricultural supply chain. If climate change leads to droughts or water over-exploitation or has a negative effect on water availability or quality in areas that are part of Diageo’s supply chain, the price of water may increase in certain areas and certain jurisdictions may adopt regulations restricting the use of water or enact other unfavourable changes.

Water, which is the main ingredient in virtually all of Diageo’s products and a major component within its agricultural supply chain, is also a limited resource in many parts of the world. As demand for water continues to increase, and as water becomes scarcer and the quality of available water deteriorates, including as a result of climate change, Diageo may be affected by increased production costs (including as a result of increases in certain water-related taxes or related regulations), capacity constraints, or requests to cease production entirely in water-stressed areas, which in turn could adversely affect Diageo’s business, financial results and reputation. A number of Diageo’s production sites are in water-stressed areas and may be exposed to potential disruption if demand for water exceeds the available amount during a certain period or if the poor quality of available water restricts its use.

In addition, a failure by Diageo to respond appropriately to increased governmental or public pressure for further reductions in greenhouse gas emissions, water usage and/or to address any other perceived environmental issues could damage Diageo's reputation. Increased governmental or public pressure for further reductions in greenhouse gas emissions or water usage may also cause Diageo to incur increased costs for energy, transportation and raw materials, as well as potentially require Diageo to make additional investments in facilities and equipment, thus adversely impacting Diageo’s business and financial results. As governments and business take action to reduce or mitigate the effects of climate change, Diageo and its supply chain are expected to incur increased costs, including those associated with required improvements to energy usage in agriculture and glass manufacturing, water efficiency and usage, land practices and competition for land from bio-crops, the rising cost of natural gas and rising worldwide carbon prices. It is possible these costs increase beyond what is currently expected or that other categories of costs increase unexpectedly, either or both of which could have an adverse impact on Diageo’s financial results.

Diageo is also required to report greenhouse gas emissions, energy usage data and related environmental information to a variety of entities, and comply with the European Union Emissions Trading Scheme. Regulators in various jurisdictions, including Europe and the United States, have focused efforts on increased disclosures related to ESG matters, including climate change and mitigation efforts, and these regulations (if adopted) could expand the nature, scope and complexity of matters that companies are required to control, assess and report and Diageo may be required to make additional investments and implement new practices and reporting processes, all entailing additonal compliance risk. Disparate and evolving standards for identifying, measuring and reporting ESG metrics, including ESG-related disclosures that may be required by the US Securities and Exchange Commission, European and other regulators, will likely increase compliance burdens and associated regulatory and reporting costs and complexity significantly. Furthermore, while ESG reporting has improved, data remains of limited quality and consistency and is more uncertain than historical financial information. ESG data, methodologies and standards may evolve over time in line with
116


market practice, regulation, or owing to scientific developments. The use of inconsistent or incomplete data and models could result in sub-optimal decision making. If Diageo is unable to accurately measure and disclose required data in a timely manner, it could be subject to penalties in certain jurisdictions.

Diageo’s operations are also subject to environmental regulations by national, regional and local agencies, including, in certain cases, regulations that impose liability without regard to fault. These regulations can result in liability that might adversely affect Diageo’s operations and financial condition. As regulators in Diageo’s markets continue to respond to rising concerns about the impact of climate change and other environmental threats, regulation and enforcement is becoming stricter. There can be no assurance that Diageo will not incur a substantial liability or that applicable environmental laws and regulations will not change or become more stringent in the future.


Risks related to Diageo’s industry

Demand for Diageo’s products may be adversely affected by many factors, including disruptive market forces, changes in consumer preferences and tastes and the adverse impacts of declining economies
Diageo’s portfolio of brands includes some of the world’s leading beverage alcohol brands, as well as a number of brands that are prominent in certain regional and/or country-specific markets. Any inability by Diageo to respond and adapt either its products or its processes to disruptive market forces, including e-commerce, digital, and new formats, could impact Diageo’s ability to effectively service its customers and consumers with the required agility, thereby threatening market share, revenue, profitability and growth ambitions. While Diageo is focused on expanding its digital platforms and effectively using technology in its supply chains, there is no guarantee that these efforts will help Diageo gain and/or maintain a competitive advantage over its peers.

Consumer preferences on a global, regional and/or local scale may shift due to a variety of factors, including changes in demographics, evolving social trends (including any shifts in consumer tastes towards at-home consumption occasions, premiumisation, small-batch craft alcohol, lower or no alcohol beverages, or other alternative products), changes in travel, holiday or leisure activity patterns, weather conditions, public health regulations and/or health and wellness concerns, any or all of which may reduce consumers’ willingness to purchase beverage alcohol products from large producers such as Diageo or at all. There is also a risk to Diageo’s brands emerging from consumers making brand choices that reflect their increasingly polarised socio-political views, including with respect to ESG matters. The market share, profitability and growth ambitions of Diageo’s brands, as well as Diageo’s reputation more generally, could also be adversely affected by any failure by Diageo to service its customers and consumers with the required agility or to provide consistent, reliable quality in its products or in its service levels to customers.

Economic pressures in the markets Diageo serves may also reduce consumer demand for Diageo’s products. In particular, inflation, as measured by the consumer price index has been persistently high in advanced and emerging market economies, including in the United Kingdom, Europe and the United States, driven mainly by supply chain issues (including input shortages, labour constraints, rising commodity prices and soaring shipping costs), excess demand for goods and services, and significant increases in energy prices. Rising costs of living could negatively impact the spending habits of consumers in various markets which Diageo serves and could cause consumers to choose products which have lower price points, including those of Diageo’s competitors. Changes in consumers’ spending habits due to rising inflation may therefore have an adverse effect on Diageo’s business and financial results.

In addition, the social acceptability of Diageo’s products may decline due to negative publicity surrounding, and/or public concerns about, alcohol consumption. Such anti-alcohol publicity or sentiment could also result in regulatory action, litigation or customer complaints against companies in the beverage alcohol industry and have an adverse effect on Diageo’s business and financial results.

Diageo’s business has historically benefitted from the launch of new to world products or variants of existing brands (with recent examples including the Guinness Nitrosurge and Don Julio Rosado), and continuing product innovation and the creation of extensions to existing brands remain significant elements of Diageo’s growth plans. The launch and ongoing success of new-to-world products or global brand extensions is inherently uncertain, especially with respect to such products’ initial and continuing appeal to consumers. Similarly, brands that Diageo acquires may not deliver the expected benefits and/or may not scale as expected. The failure to successfully launch a new product or an extension of an existing brand, or to maintain the product’s initial popularity, can give rise to inventory write-offs and other costs, as well as negatively impact the consumer perception of and thus the growth of an existing brand. There can be no assurance of Diageo’s continuing ability to develop and launch successful new products or variants of existing products, or to ensure or extend the profitable lifespan of its existing products.


117


Diageo is subject to tax uncertainties, including changes in tax obligations, tax laws, regulations and interpretations, as well as enforcement actions by tax authorities
Changes in the political and economic climate have resulted in an increased focus on tax collection in recent years, leading to greater uncertainty for multinational companies such as Diageo. In recent years, tax authorities have shown an increased appetite to challenge the methodology used by multinational enterprises, even where a company complies with international best practice guidelines. Changes in tax law (including tax rates), tax treaties, accounting policies and accounting standards, including as a result of the Organisation for Economic Co-operation and Development’s review of base erosion and profit shifting and the European Union’s anti-tax abuse measures, combined with increased investments by governments in the digitisation of tax administration, could also result in increased levels of audit activity, investigations, litigation or other actions by relevant tax authorities. Diageo also operates in a large number of jurisdictions with complex tax and legislative regimes and whose related laws and regulations are open to subjective interpretation. These countries include Brazil and India, where Diageo is currently involved in a large number of tax cases, and Diageo may be subject to further future tax assessments in these jurisdictions based on the same or similar matters. Assessing the potential financial exposure arising from these cases in Brazil and India is particularly challenging due to the uncertain fiscal environment in these jurisdictions. Any such investigations, litigation or other actions may result in damages, penalties or fines as well as reputational damage to Diageo or its brands, and as a result, adversely impact Diageo’s business and financial results. For additional information with respect to legal proceedings, including potential tax liabilities in Brazil and India, see note 19 to the consolidated financial statements.

Beverage alcohol products are also subject to national excise taxes, import duties, sales or value-added taxes and other types of direct and indirect taxes in most countries around the world, most of which are specific to individual jurisdictions. Increases in any such taxes, or the imposition of new taxes, could have a material adverse impact on Diageo’s revenue from sales or its margin, either through reducing the overall level of beverage alcohol consumption and/or by encouraging consumers to switch to lower-taxed categories of beverage alcohol.

In addition to the above, other significant changes in tax law, tax treaties, related accounting policies and accounting standards could also increase Diageo’s cost of doing business and lead to a rise in Diageo’s effective tax rate and/or unexpected tax exposures, thus adversely affecting Diageo’s business and financial results.

Any increases in the cost of production could affect Diageo’s profitability, including increases in the cost of commodities, labour and/or energy due to inflation
The components that Diageo uses for the production of its beverage alcohol products are largely commodities purchased from suppliers which are subject to price volatility caused by factors outside of Diageo’s control, including, inflation, changes in global and regional supply and demand, weather and/or agricultural conditions, fluctuations in relevant exchange rates and/or governmental controls. Fluctuations in the prices of various commodities, including energy prices, may result in unexpected increases in the cost of the raw materials Diageo uses in the production of its products, including the prices of the agricultural commodities, flavourings and other raw materials necessary for Diageo to produce its various beverages, as well as glass bottles and other packaging materials, thus increasing Diageo’s production costs.

Diageo may also be adversely affected by shortages of any such materials, by increases in energy costs resulting in higher transportation, freight or other related operating costs, by inflation in any of the jurisdictions in which it produces its products. Diageo may not be able to increase its prices or create sufficient efficiencies to offset these increased costs without suffering reduced volumes of products sold and/or decreased operating profit.

While Diageo continues to closely monitor its operating environment, it is possible that the ongoing volatility related to significant cost inflation along with a potential weakening of consumer spending power may have an adverse effect on Diageo’s business financial condition and results of operations.

Diageo is subject to litigation specifically directed at the beverage alcohol industry, as well as to other litigation
Diageo and other companies operating in the beverage alcohol industry are, from time to time, exposed to class action or other private or governmental litigation and claims relating to product liability, alcohol marketing, advertising or distribution practices, alcohol abuse problems or other health consequences arising from the excessive consumption of or other misuse of alcohol, including underage drinking. Diageo may also be subject to litigation arising from legacy and discontinued activities, as well as other litigation in the ordinary course of its operations, including in connection with commercial disputes and the acquisition or disposal of businesses or other assets. Diageo is further subject to the risk of litigation, enforcement or other regulatory actions by tax, customs, competition, environmental, anti-corruption and other relevant regulatory authorities, including with respect to the methodology for assessing importation value, transfer pricing or compliance matters. Diageo’s listing in the United States may also expose it to a higher risk of securities-related class action suits, particularly following any significant decline in the price of Diageo’s securities. Any such litigation or other actions may be expensive to defend and result in damages, penalties or fines as
118


well as reputational damage to Diageo or its brands, and/or impact the ability of management to focus on other business matters, and may adversely affect Diageo’s business and financial results. For additional information with respect to legal proceedings, see note 19 to the consolidated financial statements.

Risks related to regulation

Regulatory decisions and changes in the legal, and regulatory environment could increase Diageo’s costs and liabilities or limit its business activities
Diageo’s operations are subject to extensive regulatory requirements relating to production, distribution, importation, marketing, advertising, sales, pricing, labelling, packaging, product liability, antitrust, labour, pensions, compliance and control systems, and environmental issues. Changes in any such applicable laws, regulations or governmental or regulatory policies and/or practices could cause Diageo to incur material additional costs or liabilities that could adversely affect its business. In particular, governmental bodies in jurisdictions where Diageo operates may impose new labelling, product or production requirements, limitations on the marketing, advertising and/or promotion activities used to market beverage alcohol, restrictions on retail outlets, restrictions on importation and distribution or other restrictions on the locations or occasions where beverage alcohol is sold which directly or indirectly limit the sales of Diageo products. Regulatory authorities under whose laws Diageo operates may also have enforcement power that can subject the group to actions such as product recalls, product seizures or other sanctions which could have an adverse effect on Diageo’s sales or damage its reputation.

Diageo is also subject to antitrust and competition laws in many of the jurisdictions in which it operates. In a number of these jurisdictions, there has been an increase in the enforcement of these laws during recent years. Should this trend continue, this may, among other things, result in increased regulatory scrutiny of Diageo, potential reputational damage and/or increased costs related to compliance.

Diageo is required to comply with data privacy laws and regulations in many of the markets in which it operates. For example, Diageo is subject to the General Data Protection Regulation (“GDPR”) in the European Union, the United Kingdom General Data Protection Regulation (“UK GDPR”), data privacy legislation in the United States and the Personal Information Protection Law (“PIPL”) in China. Breach of any of these laws or regulations could lead to significant penalties (including, under the GDPR and the UK GDPR, a fine of up to 4% of annual global turnover), other types of government enforcement actions, private litigation and/or damage to Diageo’s reputation, as well as impact Diageo’s ability to deliver on its digital productivity and growth plans.
In many of the markets in which Diageo operates, the overall legal and regulatory landscape has become more complex in recent years and changes to the regulatory environment in which Diageo operates could also cause Diageo to incur material additional costs or liabilities, which could adversely affect Diageo’s business and financial performance.

Defective internal controls could adversely affect Diageo’s financial reporting and management processes, as well as the accuracy of public disclosures
Diageo has in place internal control and risk management systems in relation to its financial reporting process and its process for the preparation of consolidated financial statements. In addition, management undertakes a review of the consolidated financial statements in order to ensure that the financial position and results of the group are appropriately reflected therein. Diageo is required by the laws of various jurisdictions to publicly disclose its financial results, as well as developments that could materially affect its financial results. Accurate disclosures provide investors and other market professionals with information to understand Diageo’s business. In addition, the reliability of financial reporting is important in ensuring that the business’ management and its results are based on reliable data.

Regulators routinely review the financial statements of listed companies such as Diageo for compliance with existing, new or revised accounting and regulatory requirements. Should Diageo be subject to an investigation into potential non-compliance with accounting and disclosure requirements or be found to have breached any such requirements, this may, among other things, lead to restatements of previously reported results, significant penalties, public censure and/or litigation. Any such regulatory action could adversely affect Diageo’s business and financial results, reputation and the price of Diageo’s securities. In addition, defective internal controls could result in inaccuracies or lack of clarity in public disclosures and could result in a material misstatement of financial reporting. This could create market uncertainty regarding the reliability of the data presented and have an adverse impact on Diageo’s reputation and the price of Diageo’s securities.

Any failure by Diageo to comply with anti-corruption laws, anti-money laundering laws, economic sanctions laws, trade restrictions or similar laws or regulations, or any failure of Diageo’s related internal policies and procedures designed to comply with applicable law, may have a material adverse effect on Diageo’s business and financial results, Diageo's reputation and the price of Diageo' securities
Diageo produces and markets its products on a global scale, including in certain countries that, as a result of political and economic instability, a lack of well-developed legal systems and/or potentially corrupt business environments, have a higher level of corruption risk than other countries. There is increasing scrutiny and enforcement by regulators in many jurisdictions of anti-
119


corruption laws, including pursuant to the US Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and certain jurisdictions’ equivalent local laws. Such enforcement has been enhanced by applicable regulations in the United States, which offer substantial financial rewards to whistleblowers for reporting information that leads to monetary fines.

If Diageo or any of its associates fails to comply with anti-corruption laws (including anti-bribery laws), anti-money laundering laws or with existing or new economic sanctions or trade restrictions imposed by the United States, the European Union or other national or international authorities that are applicable to Diageo or its associates, including any sanctions introduced in response to Russia's invasion of Ukraine, Diageo may be exposed to the costs associated with investigating potential misconduct as well as significant financial penalties and/or reputational damage.

While Diageo has implemented and maintains internal practices, procedures and controls designed to ensure compliance with anti-corruption laws, sanctions, trade restrictions or similar laws and regulations, and routinely conducts investigations, either at its own initiative or in response to requests from regulators in connection with compliance with such internal controls, there is no guarantee that such procedures will be effective in preventing compliance failures at Diageo or at third parties with whom Diageo maintains business relationships. In addition, any lack of an embedded business integrity culture and associated control framework in any market could increase the risk of non-compliance with relevant laws and regulations.

Any investigations and lawsuits, regardless of the ultimate outcome of the proceeding, are time consuming and expensive and can divert the time and effort of Diageo’s personnel, including senior management, from its business. Adverse publicity, legal and enforcement proceedings, and enhanced government scrutiny can also have a negative impact on Diageo’s reputation. To the extent that violations of anti-corruption, sanctions and/or trade restriction laws and regulations, and/or Diageo’s internal policies and procedures, are found, or if Diageo’s internal policies and procedures are found not to comply with applicable law, possible regulatory sanctions, fines and other penalties or consequences, including reputational damage, may also be material. For additional information with respect to legal proceedings, see note 19 to the consolidated financial statements.

Risks related to Diageo’s business

Diageo may incur significant cost in connection with attempting to achieve its ESG ambitions, and may be subject to increased scrutiny and reputational risk if it is unable to make sufficient progress against or achieve its objectives
Diageo has articulated certain ESG ambitions as part of its ‘Society 2030: Spirit of Progress’ targets and is undertaking a number of strategic and operational initiatives in order to achieve those ambitions. In addition, from time to time, Diageo may introduce new initiatives in the future to make progress against those targets, as well as to address other ESG-related issues that arise. Diageo expects to incur significant costs and investments in connection with any such initiatives (including those related to human resources, technology, capital projects and operations), and as a result of compliance with new laws, regulations, reporting frameworks and industry practices. Consistent with many companies across the alcohol beverage industry, Diageo expects that future innovations and technological improvement will be required in order to achieve and sustain its ESG-related ambitions. In addition, the data, methodologies and standards that Diageo has used to develop its targets will likely evolve over time. Any changes could result in revisions to Diageo’s internal frameworks and reported data, and could mean that reported figures are not reconcilable or comparable year on year.

Furthermore, Diageo’s own current expectations with respect to its expected pathway to achieve its Society 2030 ambitions (including achieving “net zero”) are subject to change as underlying assumptions and its own operations change over time, including as a result of new information, changed expectations and innovation. In the event that Diageo is unable to make sufficient progress in a timely manner or achieve its ESG-related ambitions, it may be subject to additional scrutiny and criticism, and may face regulatory censure and/or fine. In addition, stakeholders and others who disagree with Diageo’s approach may speak negatively or advocate against Diageo or its products, with the potential to harm Diageo’s reputation or business through negative publicity, adverse government treatment, product boycotts or other means. Diageo could suffer reputation damage and a loss of trust from consumers, investors and other stakeholders, and/or the price of Diageo’s securities could be adversely affected, if it fails to achieve any of these goals for any reason or is otherwise perceived to be failing to act responsibility with respect to the environment or to effectively respond to regulatory requirements concerning climate change.


Diageo may be adversely affected by cyber-attacks and IT threats or other disruptions to core business operations including manufacturing and supply, business service centres and/or information systems
Diageo relies on information technology (IT) systems, networks and services, including internet sites, data hosting and processing tools, hardware (including laptops and mobile devices), software, and technical platforms and applications, to process, store and transmit large amounts of data and to help it manage its business. Diageo uses its IT systems, networks and services for, among other key business functions, the hosting of its primary and brand-specific websites and its internal network and communications
120


systems; supply and production planning, execution and shipping; the collection and storage of customer, consumer, investor relations and employee data; processing various types of transactions, including summarising and reporting its results of operations; the development and storage of strategic corporate plans; and ensuring compliance with various legal, regulatory and tax requirements.As with all large systems, Diageo’s IT systems, including those managed or hosted by third parties, could be subject to sophisticated cyber-attacks (including phishing and ransomware attacks) and IT threats by external or internal parties intent on disrupting production or other business processes or otherwise extracting or corrupting information. In recent years, ransomware attacks against some of Diageo’s peers have become more frequent, which has increased the likelihood of Diageo being targeted for a similar cyber-attack. Diageo’s vulnerability to such cyber-attacks could also be increased due to a significant proportion of its employees working remotely. Unauthorised access to Diageo’s IT systems could disrupt Diageo’s business, including its beverage alcohol and other production capabilities, and/or lead to theft, loss or misappropriation of critical assets or to outside parties having access to confidential or even highly confidential information, including privileged data, personal data or strategic information of Diageo and its current or former employees, customers and consumers. Such information could also be made public in a manner that harms Diageo’s reputation and financial results and, particularly in the case of personal data, could lead to regulators imposing significant fines on Diageo.

Diageo’s use of shared business services centres, located in Hungary, Colombia, the Philippines and India, to deliver transaction processing activities for markets and operational entities also means that any sustained disruption to a centre or issue impacting the reliability of the information systems used could impact a large portion of Diageo’s business operations. The captive shared business services centres in Hungary and India also perform certain central finance activities, including elements of financial planning and reporting, treasury and HR services.Any transitions of transaction processes to, from or within shared business services centres, as well as other projects which impact Diageo’s IT systems, could lead to business disruption.In addition, if Diageo does not allocate and properly manage the resources necessary to build, sustain and protect these centres or its wider IT systems, it could be subject to losses attributable to processing inefficiencies, the unexpected failure of computer systems, devices and software used by its IT platforms, production or supply chain disruptions, the unintended disclosure of sensitive business or personal data and the corruption or loss of accounting data necessary for it to produce accurate and timely financial reports. In certain circumstances, such disruptions or failures could also result in property damage, breaches of regulations, litigation, legal liabilities and reparation costs, thereby having a material adverse effect on Diageo’s business and financial results.

International and domestic security risks including terrorism and military conflicts, as well as natural hazards, also pose a threat to the safety of Diageo’s employees and third parties at its sites and events, as well as its property and products.Diageo operates production facilities around the world. If there was a technical failure, or a fire, explosion, flood or other significant event, at one or more of Diageo’s production facilities, this could result in significant damage to the facilities, plant or equipment, their surroundings and/or the local environment and/or injury or loss of life. Such an event could also lead to a loss of production capacity, result in regulatory action or legal liability, and/or damage Diageo’s reputation.

Diageo has a substantial inventory of aged product categories, including Scotch whisky, which may mature over periods of up to 30 years or more. A substantial portion of this maturing inventory is stored in Scotland, and the loss through contamination, fire or other natural disaster of all or a portion of the stock of any one of those aged product categories, including as a result of climate change-related severe weather events, could result in a significant reduction in supply of those products, and consequently, Diageo would not be able to meet consumer demand for those products as such demand arises. There can be no assurance that insurance proceeds would cover the replacement value of Diageo’s maturing inventory or other assets in the event that such assets were lost due to contamination, fire or natural disasters, destruction resulting from negligence or the acts of third parties, or any failure of information systems or data infrastructure.

Contamination, counterfeiting or other events could harm the integrity of customer support for Diageo’s brands and adversely affect the sales of those brands
The success of Diageo’s brands depends upon the positive image that consumers have of those brands, and contamination, whether arising accidentally, or through deliberate third party action, or other events that harm the integrity of consumer support for those brands, could adversely affect their sales and Diageo’s corporate and brand reputation. Diageo purchases most of the raw materials for the production and packaging of its products from third party producers or on the open market. Diageo may be subject to liability if contaminants in those raw materials or defects in the distillation, fermentation or bottling process lead to reduced beverage quality or illness among, or injury to Diageo’s consumers, or if the products do not otherwise comply with applicable food safety regulations. Diageo has had to recall products in the past due to contamination or damage and may have to do so again in the future. A significant product liability judgement or a widespread product recall may cause harm to consumers and negatively impact sales and profitability of the affected brand or all of Diageo’s brands for a period of time depending on product availability, competitive reaction and consumer attitudes. Even if a product liability claim is unsuccessful or is not fully pursued, any resulting
121


negative publicity could adversely affect Diageo’s reputation with existing and potential customers as well as its corporate and individual brand image.

Additionally, third parties sell products which are either counterfeit versions of Diageo brands or inferior brands that look like Diageo brands, and consumers of Diageo brands could confuse Diageo products with such counterfeit products. A negative consumer experience with such a product could cause them to refrain from purchasing Diageo brands in the future and impair Diageo’s brand equity, thus adversely affecting Diageo’s business. There is also a risk of physical threats to Diageo’s people due to the illicit nature of the type of organisations or individuals involved in counterfeit activities.

The value of Diageo’s brands and its net sales may be negatively affected by its failure to maintain its brand image and corporate reputation or adapt to a changing media environment
The value of Diageo’s brands and its profitability depends heavily on its ability to maintain its brand image and corporate reputation. Adverse publicity, whether or not justified, may tarnish Diageo’s reputation and cause consumers to purchase products offered by its competitors instead of by Diageo. Such adverse publicity could arise as a result of a perceived failure by Diageo to make adequate positive social contributions, including in relation to the level of taxes paid by Diageo, or ESG-related performance, or by any failure of internal controls or compliance breaches leading to violations of Diageo’s Code of Business Conduct, Code of Ethics, its other key policies or the laws or regulations of the jurisdictions in which it operates. Diageo has also established and may continue to establish relationships with brand founders and/or other public figures to develop and promote its brands, and to establish brand equity, history and authenticity with consumers. If certain such individuals were to stop promoting a Diageo brand or brands contrary to their agreements, Diageo’s business could be adversely affected.In addition, certain such individuals could engage in behaviour, make statements or use their platforms in a manner that reflects poorly on Diageo’s brand image and corporate reputation or otherwise adversely affects Diageo. Diageo may be unable to prevent such actions, and the actions Diageo takes to address them may not be effective in all cases.Negative claims or publicity involving Diageo, its culture and values, brands, or any of its key employees or brand endorsers could damage Diageo’s brands and/or reputation, regardless of whether such claims are accurate, causing Diageo to lose existing customers or fail to attract new customers, and may have a material adverse effect on Diageo’s business and financial results.

In addition, Diageo’s ability to maintain, extend, and expand its brand image depends on its ability to adapt to a rapidly changing media environment. Diageo maintains an online presence as part of its business operations, and increasingly relies on social media and online dissemination of advertising campaigns. Diageo’s reputation may suffer if it is perceived to fail to appropriately restrict access to its online content or if it breaches any marketing regulation, code or policy. In addition, the growing use of social and digital media increases the speed and extent that information or misinformation and opinions can be shared. Negative posts or comments about Diageo, its brands or its products on social or digital media, whether or not valid, could seriously damage Diageo’s brands and reputation.Any failure to maintain, extend, and expand Diageo’s brand image or adapt to a changing media environment may have a material adverse effect on Diageo’s business and financial results and reputation, as well as the price of Diageo’s securities.

Diageo’s operations and financial results may be adversely affected by fluctuations in exchange rates and fluctuations in interest rates
Diageo is engaged in an international business that operates in, and makes sales into, countries with different currencies, while its financial results for the year ended 30 June 2023 are presented in sterling. Additionally, as of 1 July 2023 Diageo changed its functional and presentation currency from sterling to the US dollar, in line with reporting requirements and reflecting the gradually changing environment in which Diageo primarily generates and expends cash, so going forward its financial results will be presented in US dollars. As a result, Diageo is subject to foreign currency risk due to exchange rate movements, which affect the sterling and US dollar value of its transactions, as well as the translation of the results and underlying net assets of its operations to sterling or the US dollar. In particular, approximately 43% of Diageo’s net sales in the year ended 30 June 2023 were in US dollars, approximately 11% were in euros and approximately 8% were in sterling. Movements in exchange rates used to translate foreign currencies into sterling or US dollars may have a significant impact on Diageo’s reported results of operations from year to year. Exchange rate fluctuations may also expose Diageo to increased interest expense on borrowings denominated in currencies which appreciate against the sterling or US dollar. As a result, Diageo’s business and financial results may be adversely affected by fluctuations in exchange rates.

In addition, Diageo may be adversely impacted by fluctuations in interest rates, mainly through increased interest expense. Accommodative monetary policy had generally made borrowings less expensive in the markets in which Diageo operates until recent years. However, the global economy has experienced persistently high levels of inflation, while benchmark interest rates, such as the US federal funds rate, have risen. Such inflationary pressures stem from and are compounded by ongoing disruptions in the global supply chain due to geopolitical tensions, including the conflict in Ukraine and rising energy prices (particularly for oil and gas). As a result, the availability and prices of inputs available to Diageo from its first- and second-tier suppliers are expected
122


to be volatile and inflationary pressures more broadly are expected to persist. As a result, market expectations are currently that benchmark interests rates could continue to rise and may be accompanied by other measures to reverse accommodative policy, such as quantitative tightening. Sharp increases and/or unexpected moves in interest rates due to any of the foregoing factors could have macroeconomic effects that materially adversely affect Diageo’s business and its financial results. In particular, rising interest rates could lead to a material increase in Diageo’s funding costs. In addition, if there is an extended period of constraint in the capital markets and, at the same time, cash flows from Diageo’s business are under pressure, Diageo’s ability to fund its long-term strategies may be materially adversely impacted.

Diageo may not be able to derive the expected benefits from its business strategies, including in relation to expansion in emerging markets, acquisitions, investments in joint ventures, productivity initiatives or inventory forecasting
There can be no assurance that Diageo’s business strategies will result in opportunities for growth and improved margins. Part of Diageo’s growth strategy includes expanding its business in certain emerging market countries where Diageo believes there are strong prospects for growth. There is no guarantee that this strategy will be successful, and some of these markets may represent a higher risk in terms of their changing regulatory environments and higher degrees of uncertainty over levels of consumer spending.

As part of its growth strategy, Diageo also made a number of acquisitions in recent years, and it is possible that Diageo may not be able to derive the expected benefits from these acquisitions and/or may experience unexpected integration challenges. In the future, Diageo’s business strategies will, almost certainly, give rise to further business combinations, acquisitions, disposals, joint ventures and/or partnerships (including any associated financing or the assumption of actual or potential liabilities, depending on the transaction contemplated). However, there can be no assurance that any such transaction would be completed and/or that it would deliver the anticipated benefits, cost savings or synergies. The success of any transaction also depends in part on Diageo’s ability to successfully integrate new businesses with its existing operations. Acquisitions may also expose Diageo to liabilities it may not be aware of at the time of the acquisition, for example if acquired companies and business do not act, or have not acted, in compliance with applicable laws and regulations. For additional information on the challenges of integration please see note 19 to the consolidated financial statements.

Diageo may from time to time hold interests and investments in joint ventures and associated companies in which it has a non-controlling interest and may continue to do so. In these cases, Diageo may have limited influence over, and limited or no control of, the governance, performance and cost of operations of the joint ventures and associated companies. Some of these joint ventures and associated companies may represent significant investments, and these investee entities or other joint venture partners or equity holders may make business, financial or investment decisions contrary to Diageo's interests (including with respect to the distribution of profits and dividends) or may make decisions different from those that Diageo itself may have made.
To strengthen the resilience and agility of Diageo’s supply chain, Diageo has recently initiated a supply chain agility programme, expected to be implemented over the five years starting from the fiscal year ended 30 June 2023. And in May 2023, Diageo announced a five-year business transformation programme to modernise Diageo’s IT environment and standardise its business operations across nearly 180 countries. There can be no assurance that this programme or other programmes designed to improve the effectiveness and efficiency of end-to-end operations, will deliver the expected benefits. Such programmes may also result in significant costs to Diageo or may have other adverse impacts on the business and operations of the group.

Certain of Diageo’s aged product categories may mature over decades, and forecasts of demand for such products in future periods are subject to significant uncertainty. There is an inherent risk of forecasting error in determining the quantity of maturing stock to lay down in a given year for future consumption as a result of changes in business strategy, market demand and unplanned shifts in consumer preferences, introductions of competing products and other changes in market conditions. Any forecasting error could lead to Diageo being unable to meet the objectives of its business strategy, future demand or lead to asurplus of inventory and consequent write-down in value of maturing stocks. If Diageo is unable to accurately forecast demand for its products or efficiently manage its inventory, this may have a material adverse effect on Diageo’s business and financial results.

Diageo faces competition that may reduce its market share and margins
Diageo faces substantial competition from several international companies as well as regional and local companies (including craft breweries and micro distilleries) in the countries in which it operates and competes with other drinks companies across a wide range of consumer drinking occasions. Within a number of categories, the beverage alcohol industry has been experiencing continuing consolidation among major global producers, as evidenced by business combinations of substantial value carried out by significant competitors in recent years. Consolidation is also taking place among Diageo’s customers in many countries. In addition, there has been a recent increase in competition for distribution channels, notably e-commerce channels. These trends may lead to stronger competitors, increased competitive pressure from customers, negative impacts on Diageo’s distribution network (including sub-optimal routes to customers and consumers), downward pressure on prices, predatory marketing tactics by Diageo’s competitors and/or a decline in Diageo’s market share in any of these categories. For example, expansion in the seltzer and ready to drink categories has increased competitive pressures across product categories and in certain markets (such as in the United States). Adverse developments in economic conditions or declines in demand or consumer spending may also result in intensified
123


competition for market share, with potentially adverse effects on sales volumes and prices. Any of these factors may adversely affect Diageo’s results and potential for growth.

Diageo’s business may be adversely affected by increased costs for, or shortages of, talent, or by labour strikes or disputes
Diageo’s business could be adversely affected by labour or skill shortages or increased labour costs due to increased competition for employees, higher employee turnover or increased employee benefit costs. This phenomenon of increased turnover in labour is particularly pronounced in the United States. As a result, competition for labour has increased and a shortage of labour has been noted in certain of the areas in which Diageo operates. There is no guarantee that Diageo will continue to be able to recruit, retain and develop personnel possessing the skill sets that it requires to deliver its strategy, for example in relation to sales, marketing and innovation capability within markets, or in its senior management. The loss of senior management or other key personnel or the inability to identify, attract and retain qualified personnel in the future could make it difficult to manage Diageo’s operations and adversely affect Diageo’s business and financial results. In addition, labour strikes, work stoppages or slowdowns within Diageo’s operations or those of Diageo’s suppliers could adversely impact Diageo.

Diageo’s operations and financial results may be adversely affected by movements in the value of assets and liabilities related to its pension plans
Diageo operates a number of pension plans throughout the world, which vary in accordance with local conditions and practices. The majority of these pension plans are defined benefit plans and are funded by payments to separately administered trusts or insurance companies. The ability of these pension plans to meet their pension obligations may be affected by, among other things, the performance of assets owned by these pension plans, the liabilities in connection with the pension plans, the underlying actuarial assumptions used to calculate the surplus or deficit in the plans, in particular the discount rate and long-term inflation rates used to calculate the liabilities of the pension funds, and any changes in applicable laws and regulations. If there are significant declines in financial markets and/or deterioration in the value of fund assets or changes in discount rates or inflation rates, Diageo may need to make substantial contributions to these pension funds in the future.

Furthermore, if the market values of the assets held by Diageo’s pension funds decline, the valuations of assets by the pension trustees decline or the valuation of liabilities in connection with pension plans increase, pension expenses may increase which, as a result, could materially adversely affect Diageo’s financial position. There is no assurance that interest rates or inflation rates will remain constant, that pension fund assets can earn the assumed rate of return annually or that the value of liabilities will not fluctuate significantly. Diageo’s actual experience may also be significantly more negative than the assumptions used.

Diageo’s operations may be adversely affected by failure to maintain or renegotiate distribution, supply, manufacturing or licence agreements on favourable terms
Diageo’s business has a number of distribution, supply, manufacturing or licence agreements for brands owned by it or by other companies. These agreements vary depending on the particular brand, but tend to be for a fixed number of years. There can be no assurance that Diageo will be able to renegotiate its rights on favourable terms when these agreements expire or that they will not be terminated. Failure to renew these agreements on favourable terms, or any disputes with distributors of Diageo’s products or suppliers of raw materials, could have an adverse impact on Diageo’s business and financial results.

Diageo may not be able to protect its intellectual property rights
Given the importance of brand recognition to its business, Diageo has invested considerable effort in protecting its intellectual property rights, including trademark registration and domain names. Diageo’s patents cover some of its process technology, including some aspects of its bottle marking technology. Diageo also uses security measures and agreements to protect its confidential information and trade secrets. However, Diageo cannot be certain that the steps it has taken will be sufficient or that third parties will not infringe on or misappropriate its intellectual property rights in its brands or products or, indeed, that Diageo will not inadvertently infringe a third party’s intellectual property rights.Moreover, some of the countries in which Diageo operates offer less intellectual property protection than Europe or North America. Given the attractiveness of Diageo’s brands to consumers, it is not uncommon for counterfeit products to be manufactured and traded in certain jurisdictions. Diageo cannot be certain that the steps it takes to assist the authorities to prevent, detect and eliminate counterfeit products will be effective in preventing material loss of profits or erosion of brand equity resulting from lower quality or even dangerous counterfeit product reaching the market. If Diageo is unable to protect its intellectual property rights against infringement or misappropriation, this could materially harm its future financial results and ability to develop its business.


124

Governance
Risks related to Diageo’s securities

It may be difficult to effect service of US process and enforce US legal process against Diageo and its directors
Diageo is a public limited company incorporated under the laws of England and Wales. The majority of Diageo’s directors and officers, and some of the experts named in this document, reside outside of the United States. A substantial portion of Diageo’s assets, and all or a substantial portion of the assets of such persons, are located outside of the United States. Therefore, it may not be possible to effect service of process within the United States upon Diageo or these persons in order to enforce judgments of US courts against Diageo or these persons based on the civil liability provisions of US federal securities laws. There is also doubt as to the enforceability in England and Wales, in original actions or in actions for enforcement of judgments of US courts, of civil liabilities solely based on the US federal securities laws. In addition, punitive damages in actions brought in the United States or elsewhere may be unenforceable in England and Wales.
125

Governance (continued)
NON-FINANCIAL AND SUSTAINABILITY INFORMATION STATEMENT
Our ESG reporting approach
Reporting transparently on the ESG issues that affect our business, and that our business creates, plays a vital role in delivering our strategy. It helps us to manage ESG risks, take opportunities and promote sustainable development everywhere we live, work, source and sell.
Our ESG reporting suite aims to provide comprehensive and comparable disclosures for a broad range of stakeholders. As well as publishing our integrated Annual Report and ESG Reporting Index each year, we also submit non-financial information to benchmarking and index organisations, including those listed on the Awards and ranking page of our website.

The non-financial reporting space is evolving quickly. We are committed to continually evaluating and improving our approach and to actively tracking emerging ESG regulation, frameworks and good practice.

How we report to our stakeholders – our reporting suite
Annual Report Where we present our most material disclosures and describe how our strategy delivers value for our business and other stakeholders. The performance of non-financial KPIs are integrated into the relevant focus area sections. The document also includes detailed non-financial reporting boundaries and methodologies.Diageo.com Where, through the ‘Society 2030: Spirit of Progress‘ section, we give more details of our approach and performance, with examples of our strategy in action.ESG Reporting Index Where we give additional disclosures in line with the GRI Standards and the UNGC advanced reporting criteria index, plus our response to the Sustainability Accounting Standards Board (SASB). This document also includes detailed non-financial reporting boundaries and methodologies.

Who are our stakeholders? Everyone who is affected by our business, and everyone who affects it, is a stakeholder. A detailed description of our stakeholder engagement process is on pages 110-113 of the UK Annual Report.

Non-financial and sustainability information statement
Focus areaRelevant policies and standardsRead more in this reportPage
Description of Diageo’s business model
Business model
32-33
Society 2030: Spirit of Progress'
'Society 2030: Spirit of Progress'
75
Promote positive drinking
Global Marketing and Digital Marketing Policy(1)
Global Employee Alcohol Policy(1)
Position papers(1)
Promote positive drinking including performance of the relating metrics


76-79
Champion inclusion and diversity
Our people and culture
Code of Business Conduct(1)
Great Britain and Scotland Gender Pay Gap Report 2022
Republic of Ireland Gender Pay Gap Report 2022
Global Human Rights Policy(1)
Champion inclusion and diversity including performance of the relating metrics
Our people and culture

86-90 82-85
Pioneer grain-to-glass sustainability
Global Environment Policy(1)
Sustainable Agriculture Guidelines(1)
Sustainable Packaging Commitments(1)
Partnering with Suppliers Standard(1)
Deforestation Guidelines
Pioneer grain-to-glass sustainability including managing climate risks and opportunities and performance of the related metrics
Our principal risks and risk management
100-109 113-123
Task Force on Climate-related Financial Disclosures

Pioneer grain-to-glass sustainability including managing climate risks and opportunities and performance of the related metrics
Our principal risks and risk management
100-109 113-123
Human rights
Global Human Rights Policy(1)
Modern Slavery Statement(2)
Global Brand Promoter Standard(1)
Doing business the right way
Our principal risks and risk management
80-81 113-123
Health and safety
Global Health, Safety and Wellbeing Policy(1)
Health and Safety

84-85
Anti-bribery and corruption
Code of Business Conduct(1)
Doing business the right way
Our principal risks and risk management
80-81 113-123
(1) https://www.diageo.com/en/esg/doing-business-the-right-way-from-grain-to-glass/
(2) https://www.diageo.com/en/esg/doing-business-the-right-way-from-grain-to-glass/modern-slavery-statement
126

Governance (continued)

LETTER FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS
Enabling our Ambition through Leadership
Dear Shareholder
On behalf of the Board, I am pleased to present the corporate governance report for the year ended 30 June 2023, which summarises how the Board and our governance has provided leadership over the year in support of the long-term sustainable success of Diageo.
Diageo's business has grown consistently over the last few years under the leadership of Sir Ivan Menezes, despite the challenges of the pandemic, instability in the global political and economic environment and continued inflationary pressures. We remain deeply grateful for his transformational leadership as we reflect on his sad passing.
Delivering our ambition in such a challenging and turbulent environment requires leadership which is agile and creative, evolving to changing circumstances, as well as resilient and committed to our strategy, values and purpose. It is the responsibility of the Board to provide direction for management, setting the strategic aims and performance ambition of the company, centred on Diageo's strong culture. The Board is also responsible for ensuring that the company has effective operational leadership to implement its strategy of investing for long-term sustainable growth. We were therefore very pleased to welcome Debra Crew back to the Board as Chief Executive in June.
A particular focus of the Board this past year has been on ensuring that Diageo is well-positioned for future growth. This includes managing appropriate allocation of capital such as investing in fast-growing categories, actively managing our footprint and brand portfolio through selective acquisitions and disposals, and investing in the capacity and environmental sustainability of our facilities and supply chain. It also includes ensuring that Diageo is resourced adequately, with performance enabled by highly engaged and motivated employees and a collaborative, values-based and inclusive culture.
We know that achieving this is dependent on the Board providing effective leadership, enabling swift execution of our clear strategy, and we look forward to working with Debra in guiding Diageo to move towards the next phase of delivering sustainable long-term value for our shareholders and other stakeholders.

Javier Ferrán
(Chairman)

Compliance with the UK Corporate Governance Code
The Board considers that for the year ended 30 June 2023, Diageo has fully applied the Principles and complied with the Provisions of the UK Corporate Governance Code 2018 (the Code) except for the pension alignment required under Provision 38, where full compliance was achieved from 1 January 2023 when company pension contributions for the then Chief Executive were aligned to that of the wider workforce as explained on page 143.
The table below details where key content on the compliance with the Code can be found in this report.

Board Leadership & Company PurposeComposition, Succession and Evaluation
Section 172 statement - page 19
Leadership and experience - page 127
Board of Directors - page 132
Performance evaluation - page 142
2023 Governance at a Glance - page 126
Nomination Committee report - page 154
Purpose, values and culture - page 143
Board activities - page 136
Division of ResponsibilitiesAudit, Risk and Internal Controls
Corporate governance structure and division of responsibilities - page 131
Audit Committee report - page 146
Board and committee attendance - page 135
Remuneration
Director independence - page 133
Remuneration Committee report - page 166

127

Governance (continued)
Governance at aglance
Board
composition
Non-executive
director tenure
Board gender
diversity
Board ethnic
diversity
20890720927893
20890720927895
20890720927897
20890720927899

òChairmanò0 – 3 yearsòMaleòDirectors of colour
òExecutive directorò3 – 6 yearsòFemaleòWhite European
òNon-executive directorò6 – 9 years

Fiscal 23 highlights
Board composition and changes
Diageo ranked as the leading FTSE 100 company in the FTSE Women Leaders Review in February 2023 for the third year running, with 63.6% female representation on the Board.
Debra Crew rejoined the Board as Chief Executive and Executive Director on 8 June 2023 following the sad passing of Sir Ivan Menezes.
Board attendance
During fiscal 23, there were seven scheduled meetings of the Board which Directors attended either physically or remotely using video conference facilities.
Directors' attendance record at the last AGM, scheduled Board and Board Committee meetings, for fiscal 23 is set out in the table below. Attendance is expressed as the number of scheduled meetings attended out of the number that each Director was eligible or invited to attend.
Annual General Meeting
This year's AGM was held on 6 October 2022 at etc.venues St Paul's, 200 Aldersgate, London.
It was held as a hybrid meeting with over 130 people attending physically, including shareholders, proxies, corporate representatives and guests, and with the ability for others to attend remotely or by virtual means using an online platform.
All Directors attended the AGM either physically or remotely.
During the AGM, the Chief Executive gave a review of the performance of the company during fiscal 22, following which the Chairman took questions from shareholders which were responded to by the Chairman and other Directors.
The vote procedure was carried out by way of poll as authorised by the Articles of Association. All resolutions contained in the Notice of Meeting were passed.
Annual General
Meeting 2022
Board
(maximum 7)
Audit Committee
(maximum 5)
Nomination Committee
(maximum 6)
Remuneration Committee
(maximum 7)
Javier Ferránü7/75/5(1)6/67/7(1)
Debra Crew(2)
N/A0/00/00/01/1(1)
Lavanya Chandrashekarü6/65/5(1)0/01/1(1)
Susan Kilsbyü7/75/56/67/7
Melissa Bethellü7/74/56/67/7
Karen Blackettü6/74/56/67/7
Valérie Chapoulaud-Floquetü6/74/56/67/7
Sir John Manzoniü7/75/56/67/7
Lady Mendelsohnü7/75/56/66/7
Alan Stewartü7/75/56/67/7
Ireena Vittalü7/74/56/67/7
Former Directors
Sir Ivan Menezes(3)
ü5/6
2/5(1)
 4/5(1)
4/6(1)
1.Attended by invitation.
2.Appointed to the Board on 8 June 2023.
3.Ceased being a director on 6 June 2023.

128

Governance (continued)
Leadership and experience
1.Javier Ferrán [N*]
Chairman
Nationality:Spanish
Appointed:Chairman and Chairman of the Nomination Committee: January 2017 (Appointed Chairman Designate and Non-Executive Director: July 2016)
Key strengths: Brings extensive board-level experience from the drinks and consumer products industry, including at chief executive level, and has a wealth of experience in consumer goods through his venture capital activities to draw from in his role as Chairman and leader of the Board
Current external appointments: Chairman, International Consolidated Airlines Group, S.A.; Senior Advisor and chairman of investee company board, BlackRock Long Term Private Capital
Previous relevant experience: Non-Executive Director and Senior Independent Director, Associated British Foods plc; Non-Executive Director, Coca-Cola European Partners plc; Member, Advisory Board of ESADE Business School; President and CEO, Bacardi Limited; Non-Executive Director, SABMiller plc
2.Debra Crew [E*]
Chief Executive
Nationality: American
Appointed: Chief Executive and Executive Director: June 2023
Key strengths: Has broad experience in various consumer products sectors at board, chief executive and management leadership levels, as well as over four years' experience in non-executive and executive roles at Diageo
Current external appointments: Non-Executive Director, Stanley, Black & Decker, Inc.
Previous Diageo roles: Chief Operating Officer; President, North America; Non-Executive Director, Diageo plc
Previous relevant experience: Non-Executive Director, Newell Brands, Mondelēz International Inc.; President and CEO, Reynolds American, Inc; President, PepsiCo North America Nutrition, PepsiCo Americas Beverages, Western Europe Region; various positions with Kraft Foods, Nestlé, S.A., and Mars
3.Lavanya Chandrashekar [E]
Chief Financial Officer
Nationality: American
Appointed: Chief Financial Officer and Executive Director: July 2021
Key strengths: Brings broad financial expertise, commercial skills and strong consumer goods experience to manage the group’s affairs relating to financial controls, accounting, tax, treasury and investor relations
Previous Diageo roles: Chief Financial Officer, Diageo North America and Global Head of Investor Relations
Previous relevant experience: Vice President Finance, Global Cost Leadership and Supply Chain, Mondelēz International; VP Finance, North America, Mondelēz International; VP Finance, Eastern Europe, Middle East and Africa, Mondelēz International; various senior finance roles at Procter & Gamble
4.Susan Kilsby [A] [N] [R*]
Senior Independent Director
Nationality: American/British
Appointed: Senior Independent Director: October 2019 (Appointed Non-Executive Director: April 2018 and Chairman of the Remuneration Committee: January 2019)
Key strengths: Brings wide-ranging corporate governance and board level experience across a number of industries, including a consumer goods sector focus, with particular expertise in mergers and acquisitions, corporate finance and transaction advisory work
Current external appointments: Non-Executive Chair, Fortune Brands Innovations, Inc.; Non-Executive Director, Unilever PLC, NHS England; Member, the Takeover Panel
Previous relevant experience: Senior Independent Director and Chair of Remuneration Committee, BHP Group Plc, BHP Group Limited; Senior Independent Director, BBA Aviation plc; Chairman, Shire plc; Chairman, Mergers and Acquisitions EMEA, Credit Suisse; Senior Advisor, Credit Suisse; Non-Executive Director, Goldman Sachs International, Keurig Green Mountain, L’Occitane International, Coca-Cola HBC
5.Melissa Bethell [A] [N] [R]
Non-Executive Director
Nationality: American/British
Appointed: Non-Executive Director: June 2020
Key strengths: Has extensive international corporate and financial experience, including in relation to private equity, financial sectors, strategic consultancy and advisory services, as well as having strong non-executive experience at board and committee levels across a range of industries, including retail, consumer goods and financial services
Current external appointments: Non-Executive Director, Tesco PLC, Exor N.V.; Chair, Ocean Outdoor Limited; Senior Advisor, Atairos
Previous relevant experience: Managing Director and Senior Advisor, Private Equity, Bain Capital; Non-Executive Director, Atento S.A., Worldpay plc, Samsonite S.A.
6.Karen Blackett [A] [N] [R]
Non-Executive Director
Nationality: British
Appointed: Non-Executive Director: June 2022
Key strengths: Brings expertise in marketing, media and the creative industries, as well as broad experience in public policy and strategic initiatives through a number of different government, industry and public bodies
Current external appointments: UK President, WPP plc; Chancellor, University of Portsmouth; Founding Trustee, BEO (Black Equity Organisation); Non-Executive Director, Creative UK, Non-Executive Director, The Pipeline
Previous relevant experience: UK Race Equality Business Champion, HM Government; Business Ambassador, Department for International Trade, HM Government; Chairwoman, MediaCom UK & Ireland; Chief Executive Officer, GroupM UK; Chief Executive Officer, MediaCom UK; Chief Operations Officer, MediaCom EMEA; Marketing Director, MediaCom; UK Country Manager, WPP plc
image.jpg
129

Governance (continued)
7.Valérie Chapoulaud-Floquet [A] [N] [R]
Non-Executive Director
Nationality: French
Appointed: Non-Executive Director: January 2021
Key strengths: Brings strong experience and expertise in the luxury consumer goods sector, having spent her career in the industry working in a number of international markets, including developed and emerging markets, and as a former CEO in the premium drinks industry
Current external appointments: Non-Executive Director, Lead Independent Director and Chair of Governance Committee, Danone S.A.; Non-Executive Director, Acné Studios A.B., Agrolimen S.A., Nextstage S.C.A., Jacobs Holding AG; Vice Chairman, Sofisport
Previous relevant experience: Chief Executive Officer, Rémy Cointreau S.A.; President and CEO for the Americas, Louis Vuitton, LVMH Group; President and CEO for North America, Louis Vuitton, LVMH Group; President South Europe, Louis Vuitton, LVMH Group; President and CEO, Louis Vuitton Taiwan, LVMH Group; President, Luxury Product Division for the USA, L’Oréal Group
8.Sir John Manzoni [A] [N] [R]
Non-Executive Director
Nationality: British
Appointed: Non-Executive Director: October 2020
Key strengths: Has strong commercial executive experience as a former CEO in the energy sector and non-executive board level experience, including in the alcoholic beverage industry, as well as more recent expertise in public policy and government affairs
Current external appointments: Chairman, SSE plc; Chairman, Atomic Weapons Establishment; Non-Executive Director, KBR Inc.
Previous relevant experience: Chief Executive of the Civil Service and Permanent Secretary of the Cabinet Office, HM Government; President and Chief Executive Officer, Talisman Energy; Chief Executive, Refining & Marketing, BP p.l.c.; Chief Executive, Gas & Power, BP p.l.c.; Non-Executive Director, SABMiller plc
9.Lady Mendelsohn [A] [N] [R]
Non-Executive Director
Nationality: British
Appointed: Non-Executive Director: September 2014
Key strengths: Has specialist knowledge and understanding of consumer-facing emerging technologies, privacy and data issues, as well as wide experience of board and committee level appointments across diverse commercial, governmental and charitable institutions, as well as advisory roles in advertising and production of consumer goods
Current external appointments: Head of the Global Business Group, Meta Platforms Inc.; Co-President, Norwood; Member, Mayor’s Business Advisory Board; Chair, Follicular Lymphoma Foundation
Previous relevant experience: Executive Chairman, Karmarama; Deputy Chairman, Grey London; Board Director, BBH, Fragrance Foundation; President, Institute of Practitioners in Advertising; Director, Women’s Prize for Fiction; Co-Chair, Creative Industries Council; Member, HMG Industrial Strategy Council; Board Member, CEW; Trustee, White Ribbon Alliance; Chair, Corporate Board, Women’s Aid
10.Alan Stewart [A*] [N] [R]
Non-Executive Director
Nationality: British
Appointed: Non-Executive Director: September 2014 (Appointed Chairman of the Audit Committee: January 2017)
Key strengths: Has a strong background in financial, investment banking and commercial matters, with particular expertise in consumer retail industries, as well as board and committee level experience at industry institutions
Current external appointments: Non-Executive Director and Chair of the Remuneration Committee, Reckitt Benckiser Group PLC; Non-Executive Director and Chair of Audit Committee, Burberry Group plc
Previous relevant experience: Chief Financial Officer, Tesco PLC; Non-Executive Director, Tesco Bank; Chief Financial Officer, Marks & Spencer Group plc, AWAS; Non-Executive Director, Games Workshop plc; Group Finance Director, WH Smith PLC; Chief Executive, Thomas Cook UK
11.Ireena Vittal [A] [N] [R]
Non-Executive Director
Nationality: Indian
Appointed: Non-Executive Director: October 2020
Key strengths: Brings a wealth of FMCG experience from a career in executive consulting with a focus on consumer sectors and emerging markets, including India, as well as broad experience in non-executive board roles in the UK and India
Current external appointments: Non-Executive Director, Compass Group PLC; Non-Executive and Lead Independent Director, Godrej Consumer Products Limited; Non-Executive Director, Asian Paints Limited
Previous relevant experience: Head of Marketing and Sales, Hutchinson Max Telecom; Partner, McKinsey and Company; Non-Executive Director, Wipro Limited, Housing Development Finance Corporation Limited, Titan Company Limited, Tata Global Beverages Limited, Tata Industries, GlaxoSmithKline Consumer Healthcare
image (1).jpg
130

Governance (continued)
Expertise and diversity
Debra Crew and Lavanya Chandrashekar are also members of the Executive Committee.
Their biographies can be found on page 127.

1.Ewan Andrew
President, Global Supply Chain & Procurement and Chief Sustainability Officer
Nationality: British
Appointed: September 2019
Previous Diageo roles: Supply Director, International Supply Centre; Senior Vice President, Supply Chain & Procurement, Latin America and Caribbean; Senior Vice President Manufacturing & Distilling, North America; various supply chain, operational management and procurement roles
Current external appointments: Member, Scotch Whisky Association Council, Scottish Business Climate Collaboration Board, One Planet Business for Biodiversity Board
2.Soraya Benchikh
President, Europe
Nationality: French
Appointed: January 2023
Previous Diageo roles: Managing Director, Northern Europe
Previous relevant experience: Brand CEO and Area Director, East and Southern Africa, President, France and Regional Finance Director, Europe, British American Tobacco
3.Alvaro Cardenas
President, Latin America and Caribbean
Nationality: Colombian
Appointed: January 2021
Previous Diageo roles: Managing Director, Andean Region; Director, End-to-End Global Commercial Processes; Finance Director, South East Asia Region, PUB (Paraguay, Uruguay and Brazil) Region, Andean Region, Colombia
4.Cristina Diezhandino
Chief Marketing Officer
Nationality: Spanish
Appointed: July 2020
Previous Diageo roles: Global Category Director, Scotch & Managing Director, Reserve Brands; Managing Director, Caribbean and Central America; Marketing & Innovation Director, Diageo Africa; Category Director, Scotch Portfolio & Gins; Global Brand Director, Johnnie Walker
Previous relevant experience: Corporate Marketing Director, Allied Domecq Spain; marketing roles, Unilever HPC US, UK and Spain
5.Daniel Mobley
Global Corporate Relations Director
Nationality: British
Appointed: June 2017
Previous Diageo roles: Corporate Relations Director, Europe
Previous relevant experience: Regional Head of Corporate Affairs, India & South Asia, Regional Head of Corporate Affairs, Africa, Group Head of Government Relations, Standard Chartered; extensive government experience including in HM Treasury and Foreign & Commonwealth Office
131

Governance (continued)
6.Hina Nagarajan
Managing Director and CEO of United Spirits Limited
Nationality: Indian
Appointed: July 2021
Previous Diageo roles: CEO-Designate, United Spirits Limited; Managing Director, Africa Regional Markets
Previous relevant experience: Managing Director, China & SVP North Asia, Reckitt Benckiser; General Manager, Malaysia & Singapore, Reckitt Benckiser; CEO & MD Mary Kay India; senior marketing and general management roles, ICI Paints India and Nestlé India
7.Dayalan Nayager
President, Africa
Nationality:South African/British
Appointed: July 2022
Previous Diageo roles: Managing Director, Great Britain and Justerini & Brooks, Ireland and France, Global Travel; Regional Director, Global Travel Europe; Commercial Director, South Africa; Customer Marketing Director, South Africa; Key Account Director, South Africa
Previous relevant experience: Various positions, Heinz, Mars and Pick n Pay Retailers
8.John O'Keeffe
President, Asia Pacific & Global Travel
Nationality: Irish
Appointed: July 2015
Previous Diageo roles: President, Africa & Beer; CEO and Managing Director, Guinness Nigeria; Global Head, Innovation; Global Head, Beer and Baileys; Managing Director, Russia and Eastern Europe; various management and marketing positions
9.Louise Prashad
Chief HR Officer
Nationality: British
Appointed: January 2022
Previous Diageo roles: Global Talent Director; Talent Director, Africa; HR Director, Europe, West Latin America and Caribbean, Global Functions
Previous relevant experience: various HR roles, Stakis Group and Hilton Hotels
10.Claudia Schubert
President, North America
Nationality: American
Appointed: October 2022
Previous Diageo roles: President, US Spirits and Canada; General Manager, Continental Europe; President, US Controls States and Canada; President, Diageo Chateau & Estate Wines
Previous relevant experience: Boston Consulting Group
11.Tom Shropshire
General Counsel & Company Secretary
Nationality: American/British
Appointed: July 2021
Current external appointments: Member of the Court (Non-Executive Director), The Bank of England; Trustee, New York University School of Law; Member of the Steering Committee, The Parker Review; Trustee, Charity Projects Limited (Comic Relief); Director, Comic Relief Limited
Previous relevant experience: Partner & Global US Practice Head, Linklaters LLP

132

Governance (continued)
Corporate governance report
Enabling our ambition
Corporate governance structure and division of responsibilities

committeesa03.jpg

Non-Executive Directors
Melissa Bethell, Valérie Chapoulaud-Floquet, Sir John Manzoni, Lady Mendelsohn, Alan Stewart, Ireena Vittal and Karen Blackett
The Non-Executive Directors, all of whom the Board has determined are independent, experienced and influential individuals from a diverse range of industries, backgrounds and countries.
Constructively challenge the Executive Directors
Develop proposals on strategy
Scrutinise the performance of management
Satisfy themselves on the integrity of the financial information, controls and systems of risk management
Set the levels of remuneration for Executive Directors and senior management
Make recommendations to the Board concerning appointments to the Board
Devote such time as is necessary to the proper performance of their duties
A summary of the terms and conditions of appointment of the Non-Executive Directors is available at https://www.diageo.com/en/our-business/corporate-governance.

133

Governance (continued)
Senior Independent Director
Susan Kilsby
Acts as a sounding board for the Chairman and serves as an intermediary for the other Directors where necessary
Together with the other Non- Executive Directors, leads the review of the performance of the Chairman, taking into account the views of the Executive Directors
Available to shareholders if they have concerns where contact through the normal channels has failed

Company Secretary
Tom Shropshire
The Board is supported by the Company Secretary who ensures information is made available to Board members in a timely fashion
Supports the Chairman in setting Board agendas, designing and delivering Board inductions and Board evaluations, and co-ordinates post-evaluation action plans, including risk review and training requirements for the Board
Advises on corporate governance matters
Is a member of the Executive Committee as General Counsel


Chief Executive Debra Crew Develops the group’s strategic direction for consideration and approval by the Board
Implements the strategy agreed by the Board
Leads the Executive Committee
Manages the company and the group
Along with the Chief Financial Officer, leads discussions with investors
Is supported in her role by the Executive Committee
Is supported by the Finance Committee and Filings Assurance Committee in the management of financial reporting of the company
Chairman Javier Ferrán Responsible for the operation, leadership and governance of the Board
Ensures all Directors are fully informed of matters and receives precise, timely and clear information sufficient to make informed judgements
Sets Board agendas and ensures sufficient time is allocated to ensure effective debate to support sound decision-making
Ensures the effectiveness of the Board
Engages in discussions with shareholders
Meets with the Non-Executive Directors independently of the Executive Directors
Chief Financial Officer Lavanya Chandrashekar Manages all aspects of the group's financial affairs
Responsible for the management of the capital structure of the company
Contributes to the management of the group's operations
Along with the Chief Executive, leads discussions with investors
Is supported by the Finance Committee and Filings Assurance Committee in the management of the financial affairs and reporting of the company
Is a member of the Executive Committee


Board of Directors

Composition of the Board
LeadershipThe Board comprises the Non-Executive Chairman, two Executive Directors, the Senior Independent Director, and experienceseven independent Non-Executive Directors. The biographies of all Directors are set out in this Annual Report on pages 127-130.
Debra Crew was appointed Chief Executive and Director, effective 8 June 2023.

Javier Ferrán [N*]Inclusion and diversity
ChairmanThe Board sees championing inclusion and diversity as one of the key enablers for achieving Diageo’s ambition. It is also a core principle of the company’s global Human Rights Policy which applies to all employees, subsidiaries and third-party contractors and which has been implemented as part of our Code of Business Conduct programme. Our objective is to maintain and sustain an inclusive and diverse business, across all levels, functions and geographies, in order to create a better working environment and a better performing business. As part of this, the Board has adopted a written Board Diversity Policy alongside Diageo’s Code of Business Conduct and associated global policies, which set out Diageo’s broader commitment to inclusion and diversity. Diageo strongly supports diversity within its Board of Directors, including gender, ethnicity, age and professional diversity, as well as diversity of thought. The Board is comprised of individuals from a diverse range of skills, industries, backgrounds and nationalities, which enables a broad evaluation of all matters considered by the Board and contributes to a culture of collaborative and constructive discussion. The Board’s objective, as set out in its Diversity Policy, is that it shall include no less than 40% female representation (with the ultimate goal being parity between males and females on the Board) and at least one Director from a minority ethnic group. As at 26 July 2023, women make up 73% of the Board and there are four Directors (36%) who self-disclose as being from minority ethnic groups. Further information about diversity at Board and senior executive levels can be found on page 125 and in the ‘Our people and culture’ and ‘Champion inclusion and diversity’ sections of the Strategic Report on pages 127-130 and 302-307 respectively. The Board's Diversity Policy is available at https://www.diageo.com/en/our-business/corporate-governance/board-diversity.
Nationality:
Outside interests and conflicts
The Board has adopted guidelines for dealing with conflicts of interest, with Directors' outside interests being regularly reviewed and responsibility for authorising conflicts of interest reserved for the Board. In the case of a potential conflict, the Nomination Committee
134

Governance (continued)
considers the circumstances, appropriate controls and protocols, and makes a recommendation to the Board. The Board confirmed that it was not aware of any situations that may or did give rise to conflicts with the interests of the company, other than those that may arise from Directors’ other appointments as disclosed in their biographies.
Spanish
Duties of the Board
The Board manages overall control of the company’s affairs with reference to the formal schedule of matters reserved for the Board for decision. The schedule was last reviewed in July 2023 and is available at https://www.diageo.com/en/our-business/corporate-governance. In order to fulfil their duties, procedures are in place for Directors to seek both independent advice and the advice and services of the Company Secretary, who is responsible for advising the Board on all governance matters. The Board considers a number of factors when making decisions, including the potential impact of those decisions on various stakeholder groups and on the Company's ‘Society 2030: Spirit of Progress‘ and other non-financial targets, including in respect of environmental sustainability. Further information on the Board and the Audit Committee's roles in climate risk governance can be found on page 91. The terms of reference of Board Committees are reviewed regularly, most recently in July 2023, and are available at
https://www.diageo.com/en/our-business/corporate-governance.

Corporate governance requirements
The principal corporate governance rules applying to Diageo (as a UK company listed on the London Stock Exchange) for the year ended 30 June 2023 are contained in the 2018 UK Corporate Governance Code (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 Code’s main principles and the second dealing specifically with non-compliance with any of the Code’s provisions. The two descriptions together are designed to give shareholders a picture of governance arrangements in relation to the Code as a criterion of good practice. A copy of the Code is publicly available on the website of the Financial Reporting Council (FRC), www.frc.org.uk. Diageo’s statement as to compliance with the Code during the year ended 30 June 2023 can be found on page 133-134 . Diageo must also comply with corporate governance rules contained in the FCA Disclosure Guidance and Transparency Rules and certain related provisions in the Companies Act 2006 (the Act). Diageo is also listed on the New York Stock Exchange (NYSE), and as such is subject to the applicable rules of this exchange and jurisdiction. For example, Diageo is subject to the listing requirements of the NYSE and the rules of the US Securities and Exchange Commission (SEC), as they apply to foreign private issuers. Compliance with the provisions of the US Sarbanes-Oxley Act of 2002 (SOX), as it applies to foreign private issuers, is continually monitored.

Appointed: Compliance with US corporate governance rulesChairman
Under applicable SEC rules and the NYSE’s corporate governance rules for listed companies, Diageo must disclose any significant ways in which its corporate governance practices differ from those followed by US companies under NYSE listing standards. Diageo believes the following to be the significant areas in which there are differences between its corporate governance practices and NYSE corporate governance rules applicable to US companies. This information is also provided on the company’s website at www.diageo.com.
Basis of regulation: UK listed companies are required to include in their annual report a narrative statement of (i) how they have applied the principles of the Code and (ii) whether or not they have complied with the best practice provisions of the Code. NYSE listed companies must adopt and disclose their corporate governance guidelines. Certain UK companies are required to include in their annual report statements as to (i) how directors have complied with Section 172 of the Act, which requires directors to promote the success of the company for the benefit of the members as a whole, having regard to the interests of stakeholders and (ii) how directors have engaged with and taken account of the views of the company’s workforce and other stakeholder groups. Diageo complied throughout the year with the best practice provisions of the Code and the disclosure requirements noted above, other than as described on page 125.
Director independence: The Code requires at least half the Board (excluding the Chairman) to be independent Non-Executive Directors, as determined by affirmatively concluding that a Director is independent in character and judgement and determining whether there are relationships and circumstances which are likely to affect, or could appear to affect, the Director’s judgement. The Code requires the Board to state its reasons if it determines that a director is independent notwithstanding the existence of relationships or circumstances which may appear relevant to its determination. NYSE rules require a majority of independent directors, according to the NYSE’s own ‘brightline’ tests and an affirmative determination by the Board that the Director has no material relationship with the listed company. Diageo’s Board has determined that, in its judgement and without taking into account the NYSE brightline tests, all of the Non-Executive Directors are independent. As such, currently nine of Diageo’s eleven Directors are independent.Further details of this determination in relation to Alan Stewart, Non-Executive Director and Chairman of the Nomination Committee: January 2017 (Appointed Chairman Designate and Non-Executive Director: July 2016)Audit Committee, are set out on page 135.
Key strengths: Brings extensive board-level experience from the drinksChairman and consumer products industry, including at chief executive level, andChief Executive: The Code requires these roles to be separate. There is no corresponding requirement for US companies. Diageo has a wealth of experience in consumer goods through his venture capital activities to draw from in his role asseparate Chairman and leaderChief Executive.
135

Governance (continued)
Non-Executive Director meetings: NYSE rules require Non-Management Directors to meet regularly without management and independent directors to meet separately at least once a year. The Code requires Non-Executive Directors to meet without the Chairman present at least annually to appraise the Chairman’s performance. During the year, Diageo has complied with these requirements with independent Non-Executive Directors, including the Chairman, meeting without the Executive Directors present four times and independent Non-Executive Directors meeting without the Chairman or Executive Directors present twice.
Board committees:Diageo has a number of Board committees that are similar in purpose and constitution to those required by NYSE rules. Diageo’s Audit, Remuneration and Nomination Committees consist entirely of independent Non-Executive Directors. Under NYSE standards, companies are required to have a nominating/corporate governance committee, which develops and recommends a set of corporate governance principles and is composed entirely of independent directors. The terms of reference for Diageo’s Nomination Committee, which comply with the Code, do not contain such a requirement. In accordance with the requirements of the Code, Diageo has disclosed on page 142 the results and means of its annual evaluation of the Board, its Committees and the Directors, and it provides extensive information regarding the Directors’ compensation in the Directors’ remuneration report on pages 158-195.
Current external appointments:Code of ethics: Chairman, International Consolidated Airlines Group, S.A.;NYSE rules require a Code of Business Conduct and Code of Ethics to be adopted for directors, officers and employees and disclosure of any waivers for executive directors or officers. Diageo has adopted a Code of Business Conduct for all Directors, officers and employees, as well as a Code of Ethics for Senior Advisor and chairmanFinancial Officers in accordance with the requirements of investee company board, BlackRock Long Term Private CapitalSOX. See page 149 for further details.
Previous relevant experience: Non-Executive Director and Senior Independent Director, Associated British Foods plc; Non-Executive Director, Coca-Cola European Partners plc; Member, Advisory BoardCompliance certification: NYSE rules require chief executives to certify to the NYSE their awareness of ESADE Business School; President and CEO, Bacardi Limited; Non-Executive Director, SABMiller plcany NYSE corporate governance violations. Diageo is exempt from this as a foreign private issuer but is required to notify the NYSE if any executive officer becomes aware of any non-compliance with NYSE corporate governance standards. No such notification was necessary during the period covered by this report.

Structure and division of responsibilities

Ivan Menezes [E*]
The Board is committed to the highest standards of corporate governance and risk management, which is demonstrated in its established corporate governance framework, illustrated on pages 151-152. This includes the three Board Committees (Audit Committee, Nomination Committee and Remuneration Committee), as well as management committees which report to the Chief Executive
Nationality: American/British
Appointed: Chief Executive: July 2013 (Appointed Executive Director: July 2012)
Key strengths: Has extensive experience of over 20 years with the Diageo group at operational and leadership levels and within the consumer products industry, which brings valuable insight to lead the group and implement the strategy
Current external appointments: Chairman of the Council, Scotch Whisky Association; Non-Executive Director, Tapestry Inc.; Member of the Global Advisory Board, Kellogg School of Management, Northwestern University; Trustee, Movement to Work; Member, International Alliance for Responsible Drinking, CEO Group
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, Nestlé, Booz Allen Hamilton Inc. and Whirlpool


Lavanya Chandrashekar [E]
Chief Financial Officer
Nationality: American
Appointed: or Chief Financial Officer (Executive Committee, Finance Committee, Audit & Risk Committee and Executive Director: July 2021
Key strengths: Brings broad financial expertise, commercial skills and strong consumer goods experience to manage the group’s affairs relating to financial controls, accounting, tax, treasury and investor relations
Previous Diageo roles: Chief Financial Officer, Diageo North America and Global Head of Investor Relations
Previous relevant experience: Vice President Finance, Global Cost Leadership and Supply Chain, Mondelēz International; VP Finance, North America, Mondelēz International, VP Finance, Eastern Europe, Middle East and Africa, Mondelēz International; various senior finance roles at Procter & Gamble


Susan Kilsby [A] [N] [R*]
Senior Independent Director
Nationality: American/British
Appointed: Senior Independent Director: October 2019 (Appointed Non-Executive Director: April 2018 and ChairmanFilings Assurance Committee). There is a clear separation of the Remuneration Committee: January 2019)
Key strengths: Brings wide-ranging corporate governance and board level experience across a numberroles of industries, including a consumer goods sector focus, with particular expertise in mergers and acquisitions, corporate finance and transaction advisory work
Current external appointments: Non-Executive Chair, Fortune Brands Home & Security, Inc.; Non-Executive Director, Unilever PLC; NHS England; Member, the Takeover Panel
Previous relevant experience: Chairman, the Senior Independent Director and Chairthe Chief Executive which has been clearly established, set out in writing and approved by the Board. A copy of Remuneration Committee, BHP Group Plc, BHP Group Limited; Senior Independent Director, BBA Aviation plc; Chairman, Shire plc; Chairman, Mergers and Acquisitions EMEA, Credit Suisse; Senior Advisor, Credit Suisse; Non-Executive Director, Goldman Sachs International, Keurig Green Mountain, L’Occitane International, Coca-Cola HBCthis is available at https://www.diageo.com/en/our-business/corporate-governance. No individual or group dominates the Board’s decision-making processes.

Further details on the Board Committees can be found in the separate reports from each committee on pages 117-153, and details of the Executive Committee can be found on pages 141.

Board skills and experience
Having an appropriate mix of experience, expertise, diversity and independence is essential for Diageo's Board. Such diverse attributes enable the Board as a whole to provide informed opinions and advice on strategy and relevant topics, thereby discharging its duty of oversight. The Board skills matrix helps to identify the experience and expertise of existing Directors, required skill sets or competencies, and the strategic requirements of the company. Key strengths and relevant experience of each Director are set out on pages 127-130, and a matrix of the Board’s current skills and experience is set out below.

10445360469277

145136

Governance (continued)

Melissa Bethell [A] [N] [R]
Independence
The Code requires the Board to state its reasons for concluding that a director is independent notwithstanding the existence of certain relationships or circumstances which are likely to impair or appear to impair the director's independence. A non-exhaustive list of such circumstances is set out in provision 10 of the Code and include, amongst other things, the fact that a director has served on the board for more than nine years. In September 2023, Alan Stewart will have served for nine years on the Board since he was first appointed in September 2014. Alan has also served as Chairman of the Audit Committee since January 2017. The Board has requested and Alan has agreed to extend the term of his appointment to enable a smooth transition of the role of Chair of the Audit Committee at a time when the company is commencing a significant business change programme to upgrade its financial systems and technology in order to enhance the company's reporting and controls environment, as further described on page 18. The Board believes that, given the critical role of the Audit Committee in supervising this programme, this additional period will help preserve the level of knowledge and experience on and help support a successful transition to a successor, who is expected to be appointed prior to the 2024 AGM. It was further considered to be in the best interests of the company that Alan continues in this role to provide further continuity in light of other changes to the Board and, in particular, the recent transition in Chief Executive. The Board has also considered the matter of Alan's independence in light of this extension and concluded that, notwithstanding his serving for more than nine years, he continues to make high-quality contributions to Board and committee meetings, providing effective and constructive challenge to management and demonstrating objective and independent judgment. In light of this assessment, the Board has determined that Alan Stewart remains independent.
Board and Committee attendance
Directors’ attendance record at the last AGM, scheduled Board meetings and Board Committee meetings, for the year ended 30 June 2023 is set out in the table shown on page 126. Directors are expected to attend all meetings of the Board and its Committees and the AGM, but if unable to do so they are encouraged to give their views to the Chair of the meeting in advance. The 2022 AGM was held as a combined physical and electronic meeting via a live webcast with all Directors attending either physically or by video link. For Board and Board Committee meetings, attendance is expressed as the number of meetings attended of the number that each Director was eligible to attend.

Re-appointment at AGMs
The Chairman has confirmed that the Non-Executive Directors standing for re-appointment at this year’s AGM continue to perform effectively, both individually and collectively as a Board, and that each Non-Executive Director
Nationality: American/British
Appointed: Non-Executive Director: June 2020
Key strengths: Has extensive international corporate demonstrates commitment to their roles and financial experience, including in relationcontinues to private equity, financial sectors,provide constructive challenge, strategic consultancyguidance and advisory services,offer specialist advice, as well as having strong non-executive experience at board and committeeholding management to account. As can be seen from the attendance records set out on page 126, Directors’ attendance levels across a range of industries, including retail, consumer goods and financial services
Current external appointments: Managing Partner, Atairos Europe; Non-Executive Director, Tesco PLC, Exor N.V.; Trustee, Sadlers Wells
Previous relevant experience: Managing Director and Senior Advisor, Private Equity, Bain Capital; Non-Executive Director, Atento S.A., Worldpay plc, Samsonite S.A.have been consistently high throughout the year ended 30 June 2023.


Karen Blackett [A] [N] [R]
137

Governance (continued)
Non-ExecutiveBoard activities
Details of the main areas of focus of the Board and its Committees during the year include those summarised below:
Areas of focusStrategic priorityStrategic outcomeStakeholders
Strategic
matters
Held a two-day Annual Strategy Conference (ASC) focussing on key strategic matters, including implementation of strategy across regions, convenience, China, ESG performance and supply chain strategy
Regularly reviewed the group’s performance against the strategy
Received reports on the financial performance of the group as against the annual plan
Reviewed the group’s tax strategy and policy
Received reports on the macro-economic environment, socio-political matters and emerging trends
Carried out deep dives into key strategic topics including the group's scotch whisky portfolio and strategy, tequila strategy, consumer insights, Latin America and Caribbean region, culture and capabilities, China, health and wellness, and volatility scenario planning
DIA017_Icons_1-3.jpgDIA017_Icons_2-1.jpgDIA017_Icons_3-2.jpgDIA017_Icons_6-5.jpg
icon-EG.jpg
icon-CVC.jpg
icon-Consumers.jpg
icon-Customers.jpg
icon-Communities.jpg
icon-Investors.jpg
Operational
matters
Reviewed and approved the group's three-year plan and annual funding plan, insurance, banking and capital expenditure requirements
Reviewed the group's long-term demand forecasting processes, global business operations and shared service centre arrangements
Regularly reviewed and approved the group’s M&A and business development activities, reorganisations and various other projects
Reviewed the group's supply chain activities, including supply footprint
Approved capital expenditure investments, and various significant procurement, systems and other contracts, having taken into consideration financial, operational, sustainability and other ESG related factors
Initiated a global business transformation programme and systems upgrade
Reviewed the company’s capital allocation, funding and liquidity positions, and those of its pension schemes, and approved interim and final dividends
Reviewed and approved the company’s share buyback programme
Approved the appointment of a new Chief Executive, including as an Executive
Director
Acting through the Nomination Committee, reviewed the company’s succession planning and talent strategy
DIA017_Icons_1-3.jpgDIA017_Icons_2-1.jpgDIA017_Icons_3-2.jpg
icon-EG.jpg
icon-CVC.jpg
icon-EP.jpg
icon-our-people.jpg
icon-Consumers.jpg
icon-Customers.jpg
icon-suppliers.jpg
ESG mattersIncreased focus on ESG matters throughout the year, including conducting a deep dive in relation to the company's approach to ESG matters and its 'Society 2030: Spirit of Progress' programme at the ASC
Reviewed approach and methodologies used in relation to non-financial targets
Received reports on workforce engagement over the year
Received regular investor reports
Received regular updates on ESG matters and progress towards ‘Society 2030: Spirit of Progress‘ targets
Completed actions identified following the previous evaluation of the Board's performance and carried out an internal evaluation of the Board’s performance
Reviewed schedule of matters reserved for the Board and terms of reference of its Committees
DIA017_Icons_1-3.jpgDIA017_Icons_4-6.jpgDIA017_Icons_5-4.jpgDIA017_Icons_6-5.jpg
icon-CVC.jpgicon-CT.jpgicon-EP.jpg
icon-our-people.jpg
icon-Communities.jpg
icon-Investors.jpg
icon-Governments.jpg
Assurance
and risk
management
Received reports in relation to material legal matters, including disputes, regulatory and governance developments, and areas of legal or regulatory risk
On the recommendation of the Audit Committee, approved the company’s risk footprint, including reviewing and updating the principal risks
On the recommendation of the Audit Committee, approved the company’s filings, financial and non-financial reporting including interim and preliminary results announcements, US filings and Annual Report
DIA017_Icons_2-1.jpgDIA017_Icons_3-2.jpgDIA017_Icons_6-5.jpg
icon-EG.jpgicon-CVC.jpgicon-CT.jpg
icon-Investors.jpg
icon-Governments.jpg
Key
Strategic prioritiesStrategic outcomesStakeholders
DIA017_Icons_1-3.jpg
Sustain quality growth
icon-EG.jpg
Efficient growth
icon-our-people.jpg
People
DIA017_Icons_2-1.jpg
Embed everyday efficiency
icon-CVC.jpg
Consistent value creation
icon-Consumers.jpg
Consumers
DIA017_Icons_3-2.jpg
Invest smartly
icon-CT.jpg
Credibility and trust
icon-Customers.jpg
Customers
DIA017_Icons_4-6.jpg
Promote positive drinking
icon-EG.jpg
Engaged people
icon-suppliers.jpg
Suppliers
DIA017_Icons_5-4.jpg
Champion inclusion and diversity
icon-Communities.jpg
Communities
DIA017_Icons_6-5.jpg
Pioneer grain-to-glass sustainability
icon-Investors.jpg
Investors
icon-Governments.jpg
Governments and regulators
Nationality: British
Appointed: Non-Executive Director: June 2022
138

Governance (continued)
Key strengths: Brings expertiseStakeholder engagement
We aim to maintain open and positive dialogue with all our stakeholders, considering their key interests in marketing, mediaour decision-making and communicating with them on a regular basis. This dialogue helps us build trust and respect and make choices as a business that help shape the creative industries, as well as broad experiencerole we play in public policy and strategic initiatives through a number of different government, industry and public bodies
Current external appointments: UK Country Manager, WPP plc; Chief Executive Officer, GroupM UK; Chancellor, University of Portsmouth; Founding Trustee, Black Equity Organisation; Non-Executive Director, Creative UK; Non-Executive Director, The MOBO Trust
Previous relevant experience: UK Race Equality Business Champion, HM Government; Business Ambassador, Department for International Trade, HM Government; Chairwoman, MediaCom UK & Ireland, Chief Executive Officer, MediaCom UK; Chief Operations Officer, MediaCom EMEA; Marketing Director, MediaComsociety.


Valérie Chapoulaud-Floquet [A] [N] [R]
Non-Executive Director
Nationality: French
Appointed: Non-Executive Director: January 2021
Key strengths: BringsThe development of strong experience and expertisepositive relationships between Diageo and its external stakeholders is an intrinsic part of our purpose and culture. Our stakeholders include not only business partners such as suppliers and customers, our people and workforce, but also government, consumers and the wider communities in which we operate. As noted in the luxury consumer goods sector, having spent her careercompany’s statement on Section 172 of the Companies Act 2006 set out on page 19, in making their decisions and in discharging their duties to promote the industrysuccess of the company, the Directors must have regard to the interests of its stakeholders. We have summarised below why our stakeholders are important to us, what we believe their principal interests are and how the Board and company seeks to engage and respond.

Stakeholder and why we engage

Our people
People are at the core of our business
We aim to build a trusting, respectful and inclusive culture where people feel engaged and fulfilled
We want our people to be treated with dignity at work and their human rights respected
What we believe matters most to them
Prioritisation of health, safety and well-being
Learning and development opportunities
Purpose, culture and benefits
Contributing to the growth of our brands and performance
Promotion of inclusion and diversity
Sustainability and societal credentials
How the Board seeks to engage
Active dialogue maintained throughout the year as part of the Board's ongoing workforce engagement programme
Direct engagement through visits to offices, production and supply chain sites during the year
Indirect engagement through feedback from works councils, employee and workforce forums, community groups, Your Voice and pulse surveys and townhall meetings

Reporting to the Board
Regular reports from workforce engagement activities
Feedback through employee surveys, including annual group-wide Your Voice survey
Culture and capabilities session at Board meeting led by Chief HR Officer
Upcoming priorities
Maintaining focus on simplifying internal processes, including upgrading and transforming business operations and systems
Evolving workforce engagement programme

Consumers
Understanding our consumers is critical for our business’ long-term growth
Consumer motivations, attitudes and behaviours form the basis of our business strategy, brand marketing and innovation
We want consumers to enjoy our products responsibly and for them to ‘drink better, not more’
What we believe matters most to them
Choice of brands for different occasions, including no- and lower-alcohol
Innovation in heritage brands and creation and nurturing of new brands
Responsible marketing
Great experiences
Product quality
Sustainability and societal credentials
Price
How the Board seeks to engage
Monitoring consumer behaviours, motivations and insights
Responding to and anticipating emerging consumer trends as part of strategic sessions, including the Annual Strategy Conference
Regular review of business development opportunities, including active brand portfolio management
Review of innovation pipeline as part of the Annual Strategy Conference

Reporting to the Board
Regular performance updates by the Chief Executive, including on key consumer trends
Papers prepared by strategy team on evolving consumer behaviours in advance of Annual Strategy Conference
Regular updates by Business Development and Innovation teams on organic and inorganic opportunities and portfolio choices
Upcoming priorities
Ongoing review of portfolio and category participation opportunities
Developing pipeline of innovation informed by consumer insights
Enhancing marketing effectiveness through detailed understanding of consumer motivation
139

Governance (continued)

Customers
Our customers are a broad range of businesses, large and small, on-trade and off-trade, retailers, wholesalers and distributors, digital and e-commerce
We want to nurture mutually beneficial relationships to deliver joint value and great consumer experiences
What we believe matters most to them
A portfolio of leading brands that meets evolving consumer preferences
Identification of opportunities that offer profitable growth
Insights into consumer behaviour and shopper trends
Trusted product quality
Innovation, promotional support and merchandising
Availability and reliable supply and stocking
Technical expertise
Joint risk assessment and mitigation
Sustainability and societal credentials
How the Board seeks to engage
Regular review of innovation pipeline and inorganic opportunities to ensure a broad portfolio at multiple price points
Review of supply chain footprint to ensure efficient delivery of products to customers
Direct engagement with key customers during market visits
Reporting to the Board
Regular performance updates by the Chief Executive, including customer and route-to-consumer concerns
Deep dive reviews on key regions or markets, including for example during fiscal 23 in relation to Latin America and Caribbean, include consideration of customer relationships
Upcoming priorities
Scheduling face-to-face meetings for Directors to meet representatives of key customers during market visits
Enhancing relationships between the company and its customers through engagement opportunities
Stakeholder and why we engage

Suppliers
Our suppliers, service providers and agencies are experts in their fields
We rely on them to deliver high-quality products and market responsibly
We collaborate with them to improve our collective impact, ensure sustainable and resilient supply chains, and make positive contributions to society
What we believe matters most to them
Strong, mutually beneficial partnerships
Strategic alignment and growth opportunities
Fair contract and payment terms
Collaboration to realise innovation
Consistent performance measures
Joint risk assessment and mitigation
Sustainability and societal credentials
How the Board seeks to engage
Periodic review of supply chain footprint in key markets to ensure resilience and flexibility, monitoring environmental impacts and efficiencies
Review and approval of material supply and procurement contracts including for critical raw materials
Supporting management in improving supplier relationships through fair contract and payment terms, compliance with Diageo's 'Partnering with Suppliers Standard' and working collaboratively to mitigate environmental impacts and achieve ESG goals
Reporting to the Board
Terms of material contracts with suppliers are reviewed by the Board
Periodic updates provided to the Board in relation to supply chain agility programme rollout
Supply chain sustainability and other ESG data included in quarterly 'Society 2030: Spirit of Progress' reports provided to the Board
Upcoming priorities
Continued focus on rollout of supply chain agility programme
Monitoring impact of supply chain disruption on operations, including through Audit Committee risk reviews
Supervision of initiatives to improve sustainability and supply chain resilience
140

Governance (continued)

Communities
We aim to create long-term value for the communities in which we live, work, source and sell
We can help build thriving communities and strengthen our business through empowering people, increasing access to opportunities and championing inclusion and diversity
What we believe matters most to them
Impact of our operations on the local economy
Access to skills development, employment and supplier opportunities
Inclusion, diversity and tackling inequality in all forms
Responsible use of natural resources, biodiversity and sustainability
Transparency and engagement
How the Board seeks to engage
Setting targets and monitoring progress on broader societal matters, including promoting positive drinking, inclusion and diversity
Considering the environmental and social consequences for communities of its key decisions, including encouraging inclusion and diversity, equal employment opportunities, skills development and support for communities and through wider value chains

Reporting to the Board
Quarterly reports provided to Board on progress made in relation to 'Society 2030: Spirit of Progress' targets
Reports on macro-economic and socio-political events provided to Board by management
Upcoming priorities
Monitoring progress in relation to positive drinking programmes, including SMASHED and similar initiatives
Supporting management in advocacy in relation to water stewardship ambitions

Investors
We want to enable equity and debt investors to have an in-depth understanding of our strategy, our operational, financial and holistic performance, so that they can more accurately assess the value of our business and the opportunities and risks of investing in it
What we believe matters most to them
Strategic priorities, opportunities and risks
Financial performance
Corporate governance
Leadership credentials, experience and succession
Executive remuneration policy
Shareholder returns
Environmental, inclusion and diversity, and social commitments and progress
How the Board seeks to engage
Regular engagement between key investors and Chief Executive and Chief Financial Officer through Investor Relations programme of events
Participation in investor conferences such as the Consumer Analyst Group of New York meeting in February 2023
Hosting investor events such as the Diageo Scotch day in June 2023
Attendance at the Annual General Meeting in October 2022, including responding to questions from shareholders
Reporting to the Board
Monthly reports compiled by Investor Relations team provided to the Board, providing details on engagement sessions with investors and key trends
Biennial survey of investor sentiment carried out by external consultancy and report provided to the Board
Upcoming priorities
Continued proactive engagement with investors through structured programme of engagement activities over the year
Preparing for the Annual General Meeting to be held in September 2023
Engaging directly with investors through roadshow following announcement of fiscal 23 results
141

Governance (continued)

Governments and Regulators
The regulatory environment is critical to the success of our business
We share information and perspectives with those who influence policy and regulation to enable them to understand our views on areas that can impact public health and our business
What we believe matters most to them
Compliance with applicable laws and regulations
Contribution to national and local economic development and public health priorities
International trade, excise, regulation and tackling illicit trade
Tackling harmful drinking and the impact of responsible drinking initiatives
Climate change and water sustainability agendas, including carbon reduction, human rights, environmental impacts, sustainable agriculture, biodiversity and support for communities
How the Board seeks to engage
Indirect engagement through periodic updates from Chief Executive and corporate relations executives
Review of macro-economic and geopolitical developments as part of strategy sessions
Updates on regulatory developments, including in relation to non-financial reporting, corporate governance and public policy
Reporting to the Board
Reports on socio-political events and issues periodically provided to the Board
Developments in regulatory matters, including governance and reporting obligations, are included in biannual reports to the Board prepared by management
Upcoming priorities
Monitoring developments in regulation and best practice in respect of non-financial reporting requirements, corporate governance and audit regime
Supporting management's advocacy in relation to key public policy matters including water stewardship, positive drinking, inclusion and diversity

Principal Board decision – Transforming our business processes and systems
In May 2022, the Board approved the commencement of a multi-year project with the aim of improving Diageo’s internal processes and upgrading its financial systems and technology. This project is expected to be a significant business change programme introducing more intuitive business processes, powered by technology, to provide better access to data and information in order to enable quicker and more informed decision-making. The project, which is expected to be implemented over a five-year period, has been designed to enhance Diageo’s business resilience and controls environment through simplifying and standardising the group’s ways of working across its functional domains. A key part of the project will be a transition to a new cloud-based enterprise resource planning platform, SAP S/4 HANA, which will be used to manage Diageo’s day-to-day business activities, enabling the flow of data between the group’s business processes in a way which minimises duplication and provides data integrity. During the course of fiscal 23, the progress of the project has been monitored by both the Board and Audit Committee due to its importance to the company’s controls and reporting capabilities. For example, at its meetings in January 2023 and April 2023 the Audit Committee reviewed reports from the project team and supervised key decisions. These included the appropriate timing and phasing of rollout of the project, the need to ensure standardisation of end-to-end process ownership through a global process ownership model, the establishment of appropriate governance structures for the project, and the selection and engagement of key third-party suppliers and partners for implementation.
The Board has also considered a number of international markets,broader interdependencies between this project and other matters, including developedits relationship with the company’s culture and emerging markets,workforce capabilities, and the impact of the project on the scope of work of certain other functions. One related matter was the impact of the change in the company's functional currency to US dollar which took effect from 1 July 2023, as noted on page 279. As it was important to ensure that the company's reporting systems were capable of operating in a different currency, the Board was kept informed of the work being undertaken to prepare the company's reporting systems to minimise any disruption and ensure a smooth transition. As a result, when the functional currency change took effect, the Board approved go live of the systems change and approved a change in the company's presentation currency to US dollar to provide a better alignment of the reporting of Diageo's performance with its business exposures. The Board has also decided that commencing with the interim dividend to be declared in January 2024 and paid in April 2024, it intends to declare future dividends denominated in US dollar but that, subject to the relevant resolutions being passed at the forthcoming AGM, holders of ordinary shares will continue to receive their dividends in sterling and will be offered the option to elect to receive their dividends in US dollar instead while holders of the company's ADRs will continue to receive dividends in US dollar as is currently the case.
The potential implications of the project on key stakeholder groups have been important factors in these considerations, as required under Section 172 of the Companies Act. These have included:
the impact of this project on the day-to-day activities and experience of employees and the wider workforce, including in particular the importance of simplification and streamlining of internal processes, as noted by feedback consistently received through the various engagement structures used by the Board to understand workforce views;
the improved capabilities in terms of accessibility and robustness of data as a former CEO inresult of implementing the premium drinks industry
Currentnew platform, which should enable quicker reporting both internally but also to external appointments: Non-Executive Director, Danone S.A., Nextstage S.C.A., Jacobs Holding AG; Vice Chairman, Sofisport
Previous relevant experience: Chief Executive Officer, Rémy Cointreau S.A.; Presidentstakeholders including regulators and CEO for the Americas, Louis Vuitton, LVMH Group; President and CEO for North America, Louis Vuitton, LVMH Group; President South Europe, Louis Vuitton, LVMH Group; President and CEO, Louis Vuitton Taiwan, LVMH Group; President, Luxury Product Division for the USA, L’Oréal Group


Sir John Manzoni [A] [N] [R]
Non-Executive Director
Nationality: British
Appointed: Non-Executive Director: October 2020
Key strengths: Has strong commercial executive experience as a former CEO in the energy sector and non-executive board level experience, including in the alcoholic beverage industry, as well as more recent expertise in public policy and government affairs
Current external appointments: Chairman, SSE plc; Chairman, Atomic Weapons Establishment; Non-Executive Director, KBR Inc.
Previous relevant experience: Chief Executive of the Civil Service and Permanent Secretary of the Cabinet Office, HM Government; President and Chief Executive Officer, Talisman Energy; Chief Executive, Refining & Marketing, BP p.l.c.; Chief Executive, Gas & Power, BP p.l.c.; Non-Executive Director, SABMiller plc

Lady Mendelsohn [A] [N] [R]
Non-Executive Director
Nationality: British
Appointed: Non-Executive Director: September 2014
Key strengths: Has specialist knowledge and understanding of consumer-facing emerging technologies, privacy and data issues, as well as wide experience of board and committee level appointments across diverse commercial, governmental and charitable institutions, as well as advisory roles in advertising and production of consumer goods
Current external appointments: Head of the Global Business Group, Meta Platforms Inc.; Co-President, Norwood; Member, Mayor’s Business Advisory Board; Chair, Follicular Lymphoma Foundation
Previous relevant experience: Executive Chairman, Karmarama; Deputy Chairman, Grey London; Board Director, BBH, Fragrance Foundation; President, Institute of Practitioners in Advertising; Director, Women’s Prize for Fiction; Co-Chair, Creative Industries Council; Member, HMG Industrial Strategy Council; Board Member, CEW; Trustee, White Ribbon Alliance; Chair, Corporate Board, Women’s Aid

Alan Stewart [A*] [N] [R]
Non-Executive Director
Nationality: British
Appointed: Non-Executive Director: September 2014 (Appointed Chairman of the Audit Committee: January 2017)
Key strengths: Has a strong background in financial, investment banking and commercial matters, with particular expertise in consumer retail industries, as well as board and committee level experience at industry institutions
Current external appointments: Non-Executive Director, Reckitt Benckiser Group PLC
Previous relevant experience: Chief Financial Officer, Tesco PLC; Non-Executive Director, Tesco Bank; Chief Financial Officer, Marks & Spencer Group plc, AWAS; Non-Executive Director, Games Workshop plc; Group Finance Director, WH Smith PLC; Chief Executive, Thomas Cook UKauthorities;
146142

Governance (continued)

Ireena Vittal [A] [N] [R]
Non-Executive Director
Nationality: Indianthe benefits for investors and analysts in better understanding business performance by minimising foreign exchange volatility through the presentation of results and declaration of dividends in US dollars, consistent with the company's functional currency and more representative of its underlying business;
Appointed: Non-Executive Director: October 2020the ability to offer choice to shareholders as to which currency in which to receive payment of dividends; and
Key strengths: Brings a wealththe implications of FMCG experience from a career in executive consulting with a focus on consumer sectorsthe new platform for supply chain third parties and emerging markets,customers, including India, as well as broad experience in non-executive board roles in the UKcustomer and India
Current external appointments: Non-Executive Director, Compass Group PLC, Housing Development Finance Corporation Limited; Non-Executivevendor lifecycle management processes, product sales reporting and Lead Independent Director, Godrej Consumer Products Limited, Wipro Limited
Previous relevant experience: Head of Marketing and Sales, Hutchinson Max Telecom; Partner, McKinsey and Company; Non-Executive Director, Titan Company Limited, Tata Global Beverages Limited, Tata Industries, GlaxoSmithKline Consumer Healthcarereturnable packaging management.

Board committeesWider stakeholder engagement
[A] Audit Committee
[E] Executive Committee
[N] Nomination Committee
[R] Remuneration Committee
* ChairmanDiageo has ambitious goals across a variety of social and environmental targets and has a long track record of working with stakeholders to achieve these goals. Our ambition to be one of the committeebest performing, most trusted and respected consumer products companies in the world can only be achieved through engagement and partnership with our stakeholders. The Board and its members have engaged directly and indirectly with a number of its key stakeholders during fiscal 23, which has seen continued volatility and uncertainty in many markets and has sought to understand and respond to stakeholder considerations in making its decisions and determining the company’s strategy and goals. These include the following activities:
During fiscal 23, the Board met and engaged with the company’s key customers in North America, discussing their experience of working with Diageo including over the period of the Covid-19 pandemic, how the company’s ‘Raising the Bar’ programme and other support measures assisted them during this period and the impact of inflation and cost-of-living pressures on current consumer trends. Feedback received from customers in different markets is also reported to the Board by the Chief Executive in her regular performance summaries. Customer feedback about market trends and consumer activity, as well as the performance of the company’s portfolio, is an important input into the company’s consumer insights tools which are used as guidance for innovation, product development and marketing initiatives.
The Board has continued its annual cycle of visits to different Diageo offices and production sites during fiscal 23. Directors met in Scotland in November 2022 for a multi-day meeting including an immersion into our production processes and facilities and a deep dive into the commercial and marketing aspects of our scotch whisky business. Meeting a broad group of employees supporting our production and scotch businesses enabled a deep understanding of the complexity of long-term forecasting and demand planning on production and maturation timelines for aged liquids. This is particularly relevant to recent decisions in relation to significant capital investment in our supply chain including in distillation and maturation capacity, where learnings from our supply sites in Scotland can be applied in relation to developing our supply capacity in other markets, including for example in respect of tequila production in Mexico.
The Board’s workforce engagement programme is a well-established process with regular engagement sessions held with different parts of the global workforce over the course of the year, involving all Non-Executive Directors. These sessions provide Non-Executive Directors with insights into the company’s culture which are then fed back to the company’s engagement teams and used to shape our approach to people. See page 142-143 for this year’s workforce engagement statement which includes further details of the programme.
Engagement with investors and analysts has remained a focus during fiscal 23, with a programme of regular meetings, calls and other engagement activities coordinated by the Investor Relations function. Highlights include participation by Board members, including the former and current Chief Executives and the CFO, alongside other senior executives at the annual Consumer Analyst Group of New York meeting held in February 2023 in Florida. Investor representatives and analysts were also invited to attend a presentation at Johnnie Walker Princes Street in Edinburgh which focussed on the company’s scotch whisky portfolio and business led by the current Chief Executive supported by the Chief Marketing Officer and the Chief Financial Officer, which was also webcast. Materials from these sessions are available on https://www.diageo.com/en/investors/results-reports-and-presentations.
Further information on our stakeholders, what we think is important to them and how the Board engages and responds to them can be found on pages 137-140. A case study summarising how stakeholder considerations were taken into account by the Board during fiscal 23, as required by Section 172 of the Companies Act, in respect of one of its principal decisions is set out on page 141.

147


Governance (continued)Executive direction and control
Board of Directors
Composition of the Board
The Board comprises the Non-Executive Chairman, two Executive CommitteeDirectors, the Senior Independent Director, and seven independent Non-Executive Directors. The biographies of all Directors are set out in this Annual Report on pages 127-130.
Debra Crew was appointed Chief Executive and Director, effective 8 June 2023.

ExpertiseInclusion and diversity
The Board sees championing inclusion and diversity as one of the key enablers for achieving Diageo’s ambition. It is also a core principle of the company’s global Human Rights Policy which applies to all employees, subsidiaries and third-party contractors and which has been implemented as part of our Code of Business Conduct programme. Our objective is to maintain and sustain an inclusive and diverse business, across all levels, functions and geographies, in order to create a better working environment and a better performing business. As part of this, the Board has adopted a written Board Diversity Policy alongside Diageo’s Code of Business Conduct and associated global policies, which set out Diageo’s broader commitment to inclusion and diversity. Diageo strongly supports diversity within its Board of Directors, including gender, ethnicity, age and professional diversity, as well as diversity of thought. The Board is comprised of individuals from a diverse range of skills, industries, backgrounds and nationalities, which enables a broad evaluation of all matters considered by the Board and contributes to a culture of collaborative and constructive discussion. The Board’s objective, as set out in its Diversity Policy, is that it shall include no less than 40% female representation (with the ultimate goal being parity between males and females on the Board) and at least one Director from a minority ethnic group. As at 26 July 2023, women make up 73% of the Board and there are four Directors (36%) who self-disclose as being from minority ethnic groups. Further information about diversity at Board and senior executive levels can be found on page 125 and in the ‘Our people and culture’ and ‘Champion inclusion and diversity’ sections of the Strategic Report on pages 127-130 and 302-307 respectively. The Board's Diversity Policy is available at https://www.diageo.com/en/our-business/corporate-governance/board-diversity.

1 Ewan Andrew,Outside interests and conflicts
President, Global Supply Chain & ProcurementThe Board has adopted guidelines for dealing with conflicts of interest, with Directors' outside interests being regularly reviewed and Chief Sustainability Officerresponsibility for authorising conflicts of interest reserved for the Board. In the case of a potential conflict, the Nomination Committee
Nationality: British
134

Governance (continued)
Appointed: September 2019
Previous Diageo roles: Supply Director, International Supply Centre; Senior Vice President, Supply Chain & Procurement, Latin America & Caribbean; Senior Vice President Manufacturing & Distilling, North America; various supply chain, operational managementconsiders the circumstances, appropriate controls and procurement roles
Current external appointments: Member, Scotch Whisky Association Council , Scottish Business Climate Collaborationprotocols, and makes a recommendation to the Board. The Board One Planet Business for Biodiversity Boardconfirmed that it was not aware of any situations that may or did give rise to conflicts with the interests of the company, other than those that may arise from Directors’ other appointments as disclosed in their biographies.

2 Alvaro Cardenas,Duties of the Board
President, Latin AmericaThe Board manages overall control of the company’s affairs with reference to the formal schedule of matters reserved for the Board for decision. The schedule was last reviewed in July 2023 and Caribbean
Nationality: Colombian
Appointed: January 2021
Previous Diageo roles: Managing Director, Andean Region; Director, End-to-End Global Commercial Processes; Finance Director, South East Asia Region, PUB (Paraguay, Uruguayis available at https://www.diageo.com/en/our-business/corporate-governance. In order to fulfil their duties, procedures are in place for Directors to seek both independent advice and Brazil) Region, Andean Region, Colombiathe advice and services of the Company Secretary, who is responsible for advising the Board on all governance matters. The Board considers a number of factors when making decisions, including the potential impact of those decisions on various stakeholder groups and on the Company's ‘Society 2030: Spirit of Progress‘ and other non-financial targets, including in respect of environmental sustainability. Further information on the Board and the Audit Committee's roles in climate risk governance can be found on page 91. The terms of reference of Board Committees are reviewed regularly, most recently in July 2023, and are available at
https://www.diageo.com/en/our-business/corporate-governance.

3 Debra Crew,Corporate governance requirements
President, North America & Global Supply
Nationality: American
Appointed: July 2020
PreviousThe principal corporate governance rules applying to Diageo roles: Non-Executive Director,(as a UK company listed on the London Stock Exchange) for the year ended 30 June 2023 are contained in the 2018 UK Corporate Governance Code (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 Code’s main principles and the second dealing specifically with non-compliance with any of the Code’s provisions. The two descriptions together are designed to give shareholders a picture of governance arrangements in relation to the Code as a criterion of good practice. A copy of the Code is publicly available on the website of the Financial Reporting Council (FRC), www.frc.org.uk. Diageo’s statement as to compliance with the Code during the year ended 30 June 2023 can be found on page 133-134 . Diageo plc
Current external appointments: Non-Executive Director, Stanley Black & Decker, Inc.
Previous relevant experience: Non-Executive Director, Newell Brands, Mondelēz International Inc.; Presidentmust also comply with corporate governance rules contained in the FCA Disclosure Guidance and CEO, Reynolds American, Inc; President, PepsiCo North America Nutrition, PepsiCo Americas Beverages, Western Europe Region; various positions with Kraft Foods, Nestlé, S.A.Transparency Rules and certain related provisions in the Companies Act 2006 (the Act). Diageo is also listed on the New York Stock Exchange (NYSE), and Marsas such is subject to the applicable rules of this exchange and jurisdiction. For example, Diageo is subject to the listing requirements of the NYSE and the rules of the US Securities and Exchange Commission (SEC), as they apply to foreign private issuers. Compliance with the provisions of the US Sarbanes-Oxley Act of 2002 (SOX), as it applies to foreign private issuers, is continually monitored.

4 Cristina Diezhandino,Compliance with US corporate governance rules
Under applicable SEC rules and the NYSE’s corporate governance rules for listed companies, Diageo must disclose any significant ways in which its corporate governance practices differ from those followed by US companies under NYSE listing standards. Diageo believes the following to be the significant areas in which there are differences between its corporate governance practices and NYSE corporate governance rules applicable to US companies. This information is also provided on the company’s website at www.diageo.com.
Basis of regulation: UK listed companies are required to include in their annual report a narrative statement of (i) how they have applied the principles of the Code and (ii) whether or not they have complied with the best practice provisions of the Code. NYSE listed companies must adopt and disclose their corporate governance guidelines. Certain UK companies are required to include in their annual report statements as to (i) how directors have complied with Section 172 of the Act, which requires directors to promote the success of the company for the benefit of the members as a whole, having regard to the interests of stakeholders and (ii) how directors have engaged with and taken account of the views of the company’s workforce and other stakeholder groups. Diageo complied throughout the year with the best practice provisions of the Code and the disclosure requirements noted above, other than as described on page 125.
Director independence: The Code requires at least half the Board (excluding the Chairman) to be independent Non-Executive Directors, as determined by affirmatively concluding that a Director is independent in character and judgement and determining whether there are relationships and circumstances which are likely to affect, or could appear to affect, the Director’s judgement. The Code requires the Board to state its reasons if it determines that a director is independent notwithstanding the existence of relationships or circumstances which may appear relevant to its determination. NYSE rules require a majority of independent directors, according to the NYSE’s own ‘brightline’ tests and an affirmative determination by the Board that the Director has no material relationship with the listed company. Diageo’s Board has determined that, in its judgement and without taking into account the NYSE brightline tests, all of the Non-Executive Directors are independent. As such, currently nine of Diageo’s eleven Directors are independent.Further details of this determination in relation to Alan Stewart, Non-Executive Director and Chairman of the Audit Committee, are set out on page 135.
Chairman and Chief MarketingExecutive: The Code requires these roles to be separate. There is no corresponding requirement for US companies. Diageo has a separate Chairman and Chief Executive.
135

Governance (continued)
Non-Executive Director meetings: NYSE rules require Non-Management Directors to meet regularly without management and independent directors to meet separately at least once a year. The Code requires Non-Executive Directors to meet without the Chairman present at least annually to appraise the Chairman’s performance. During the year, Diageo has complied with these requirements with independent Non-Executive Directors, including the Chairman, meeting without the Executive Directors present four times and independent Non-Executive Directors meeting without the Chairman or Executive Directors present twice.
Board committees:Diageo has a number of Board committees that are similar in purpose and constitution to those required by NYSE rules. Diageo’s Audit, Remuneration and Nomination Committees consist entirely of independent Non-Executive Directors. Under NYSE standards, companies are required to have a nominating/corporate governance committee, which develops and recommends a set of corporate governance principles and is composed entirely of independent directors. The terms of reference for Diageo’s Nomination Committee, which comply with the Code, do not contain such a requirement. In accordance with the requirements of the Code, Diageo has disclosed on page 142 the results and means of its annual evaluation of the Board, its Committees and the Directors, and it provides extensive information regarding the Directors’ compensation in the Directors’ remuneration report on pages 158-195.
Code of ethics:NYSE rules require a Code of Business Conduct and Code of Ethics to be adopted for directors, officers and employees and disclosure of any waivers for executive directors or officers. Diageo has adopted a Code of Business Conduct for all Directors, officers and employees, as well as a Code of Ethics for Senior Financial Officers in accordance with the requirements of SOX. See page 149 for further details.
Compliance certification: NYSE rules require chief executives to certify to the NYSE their awareness of any NYSE corporate governance violations. Diageo is exempt from this as a foreign private issuer but is required to notify the NYSE if any executive officer becomes aware of any non-compliance with NYSE corporate governance standards. No such notification was necessary during the period covered by this report.
Structure and division of responsibilities
The Board is committed to the highest standards of corporate governance and risk management, which is demonstrated in its established corporate governance framework, illustrated on pages 151-152. This includes the three Board Committees (Audit Committee, Nomination Committee and Remuneration Committee), as well as management committees which report to the Chief Executive or Chief Financial Officer (Executive Committee, Finance Committee, Audit & Risk Committee and Filings Assurance Committee). There is a clear separation of the roles of the Chairman, the Senior Independent Director and the Chief Executive which has been clearly established, set out in writing and approved by the Board. A copy of this is available at https://www.diageo.com/en/our-business/corporate-governance. No individual or group dominates the Board’s decision-making processes.
Nationality: Spanish

Further details on the Board Committees can be found in the separate reports from each committee on pages 117-153, and details of the Executive Committee can be found on pages 141.
Appointed: July 2020
Previous Diageo roles: Global CategoryBoard skills and experience
Having an appropriate mix of experience, expertise, diversity and independence is essential for Diageo's Board. Such diverse attributes enable the Board as a whole to provide informed opinions and advice on strategy and relevant topics, thereby discharging its duty of oversight. The Board skills matrix helps to identify the experience and expertise of existing Directors, required skill sets or competencies, and the strategic requirements of the company. Key strengths and relevant experience of each Director Scotch & Managingare set out on pages 127-130, and a matrix of the Board’s current skills and experience is set out below.

10445360469277

136

Governance (continued)


Independence
The Code requires the Board to state its reasons for concluding that a director is independent notwithstanding the existence of certain relationships or circumstances which are likely to impair or appear to impair the director's independence. A non-exhaustive list of such circumstances is set out in provision 10 of the Code and include, amongst other things, the fact that a director has served on the board for more than nine years. In September 2023, Alan Stewart will have served for nine years on the Board since he was first appointed in September 2014. Alan has also served as Chairman of the Audit Committee since January 2017. The Board has requested and Alan has agreed to extend the term of his appointment to enable a smooth transition of the role of Chair of the Audit Committee at a time when the company is commencing a significant business change programme to upgrade its financial systems and technology in order to enhance the company's reporting and controls environment, as further described on page 18. The Board believes that, given the critical role of the Audit Committee in supervising this programme, this additional period will help preserve the level of knowledge and experience on and help support a successful transition to a successor, who is expected to be appointed prior to the 2024 AGM. It was further considered to be in the best interests of the company that Alan continues in this role to provide further continuity in light of other changes to the Board and, in particular, the recent transition in Chief Executive. The Board has also considered the matter of Alan's independence in light of this extension and concluded that, notwithstanding his serving for more than nine years, he continues to make high-quality contributions to Board and committee meetings, providing effective and constructive challenge to management and demonstrating objective and independent judgment. In light of this assessment, the Board has determined that Alan Stewart remains independent.
Board and Committee attendance
Directors’ attendance record at the last AGM, scheduled Board meetings and Board Committee meetings, for the year ended 30 June 2023 is set out in the table shown on page 126. Directors are expected to attend all meetings of the Board and its Committees and the AGM, but if unable to do so they are encouraged to give their views to the Chair of the meeting in advance. The 2022 AGM was held as a combined physical and electronic meeting via a live webcast with all Directors attending either physically or by video link. For Board and Board Committee meetings, attendance is expressed as the number of meetings attended of the number that each Director Reserve Brands; Managing Director, Caribbean and Central America; Marketing & Innovation Director, Diageo Africa; Category Director, Scotch Portfolio & Gins; Global Brand Director, Johnnie Walker
Previous relevant experience: Corporate Marketing Director, Allied Domecq Spain; marketing roles, Unilever HPC US, UK and Spainwas eligible to attend.

5 John Kennedy,Re-appointment at AGMs
President, EuropeThe Chairman has confirmed that the Non-Executive Directors standing for re-appointment at this year’s AGM continue to perform effectively, both individually and India
Nationality: American
Appointed: July 2016
Previous Diageo roles: President, Europecollectively as a Board, and Western Europe; Chief Operating Officer, Western Europe; Marketingthat each Non-Executive Director Australia; General Manager for Innovation, North America; Presidentdemonstrates commitment to their roles and Chief Executive Officer, Diageo Canada; Managing Director, Diageo Ireland
Previous relevant experience: Brandcontinues to provide constructive challenge, strategic guidance and offer specialist advice, as well as holding management roles, GlaxoSmithKline and Quaker Oatsto account. As can be seen from the attendance records set out on page 126, Directors’ attendance levels have been consistently high throughout the year ended 30 June 2023.


148137

Governance (continued)
6 Daniel Mobley,Board activities
Global Corporate Relations Director
Nationality: British
Appointed: June 2017
Previous Diageo roles: Corporate Relations Director, Europe
Previous relevant experience: Regional Head of Corporate Affairs, India & South Asia, Regional Head of Corporate Affairs, Africa, Group Head of Government Relations, Standard Chartered; extensive government experience including in HM Treasury and Foreign & Commonwealth Office

7 Hina Nagarajan,
Managing Director and CEO of United Spirits Limited
Nationality: Indian
Appointed: July 2021
Previous Diageo roles: CEO-Designate, United Spirits Limited; Managing Director, Africa Regional Markets
Previous relevant experience: Managing Director, China & SVP North Asia, Reckitt Benckiser; General Manager, Malaysia & Singapore, Reckitt Benckiser; CEO & MD Mary Kay India; senior marketing and general management roles, ICI Paints India and Nestlé India

8 Dayalan Nayager,
President, Africa
Nationality:South African/British
Appointed: July 2022
Previous Diageo roles: Managing Director, Great Britain and Justerini & Brooks, Ireland and France, Global Travel; Regional Director, Global Travel Europe; Commerical Director, South Africa; Customer Marketing Director, South Africa; Key Account Director, South Africa
Previous relevant experience: Various positions, Heinz, Mars and Pick n Pay Retailers

9 John O'Keeffe,
President, Asia Pacific & Global Travel
Nationality: Irish
Appointed: July 2015
Previous Diageo roles: President, Africa & Beer; CEO and Managing Director, Guinness Nigeria; Global Head, Innovation; Global Head, Beer and Baileys; Managing Director, Russia and Eastern Europe; various management and marketing positions

10 Louise Prashad,
Chief HR Officer
Nationality: British
Appointed: January 2022
Previous Diageo roles: Global Talent Director; Talent Director, Africa; HR Director, Europe, West Latin America and Caribbean, Global Functions
Previous relevant experience: various HR roles, Diageo, Stakis Group and Hilton Hotels

11 Tom Shropshire,
General Counsel & Company Secretary
Nationality: American/British
Appointed: July 2021
Current external appointments: MemberDetails of the Steering Committee, The Parker Review; Trustee, Charity Projects Limited (Comic Relief); Director, Comic Relief Limited
Previous relevant experience: Partner & Global US Practice Head, Linklaters LLP

Ivan Menezes and Lavanya Chandrashekar are also membersmain areas of focus of the Executive Committee.Board and its Committees during the year include those summarised below:
Their biographies can be found on page 145.
Areas of focusStrategic priorityStrategic outcomeStakeholders
Strategic
matters
Held a two-day Annual Strategy Conference (ASC) focussing on key strategic matters, including implementation of strategy across regions, convenience, China, ESG performance and supply chain strategy
Regularly reviewed the group’s performance against the strategy
Received reports on the financial performance of the group as against the annual plan
Reviewed the group’s tax strategy and policy
Received reports on the macro-economic environment, socio-political matters and emerging trends
Carried out deep dives into key strategic topics including the group's scotch whisky portfolio and strategy, tequila strategy, consumer insights, Latin America and Caribbean region, culture and capabilities, China, health and wellness, and volatility scenario planning
DIA017_Icons_1-3.jpgDIA017_Icons_2-1.jpgDIA017_Icons_3-2.jpgDIA017_Icons_6-5.jpg
icon-EG.jpg
icon-CVC.jpg
icon-Consumers.jpg
icon-Customers.jpg
icon-Communities.jpg
icon-Investors.jpg
Operational
matters
Reviewed and approved the group's three-year plan and annual funding plan, insurance, banking and capital expenditure requirements
Reviewed the group's long-term demand forecasting processes, global business operations and shared service centre arrangements
Regularly reviewed and approved the group’s M&A and business development activities, reorganisations and various other projects
Reviewed the group's supply chain activities, including supply footprint
Approved capital expenditure investments, and various significant procurement, systems and other contracts, having taken into consideration financial, operational, sustainability and other ESG related factors
Initiated a global business transformation programme and systems upgrade
Reviewed the company’s capital allocation, funding and liquidity positions, and those of its pension schemes, and approved interim and final dividends
Reviewed and approved the company’s share buyback programme
Approved the appointment of a new Chief Executive, including as an Executive Director
Acting through the Nomination Committee, reviewed the company’s succession planning and talent strategy
DIA017_Icons_1-3.jpgDIA017_Icons_2-1.jpgDIA017_Icons_3-2.jpg
icon-EG.jpg
icon-CVC.jpg
icon-EP.jpg
icon-our-people.jpg
icon-Consumers.jpg
icon-Customers.jpg
icon-suppliers.jpg
ESG mattersIncreased focus on ESG matters throughout the year, including conducting a deep dive in relation to the company's approach to ESG matters and its 'Society 2030: Spirit of Progress' programme at the ASC
Reviewed approach and methodologies used in relation to non-financial targets
Received reports on workforce engagement over the year
Received regular investor reports
Received regular updates on ESG matters and progress towards ‘Society 2030: Spirit of Progress‘ targets
Completed actions identified following the previous evaluation of the Board's performance and carried out an internal evaluation of the Board’s performance
Reviewed schedule of matters reserved for the Board and terms of reference of its Committees
DIA017_Icons_1-3.jpgDIA017_Icons_4-6.jpgDIA017_Icons_5-4.jpgDIA017_Icons_6-5.jpg
icon-CVC.jpgicon-CT.jpgicon-EP.jpg
icon-our-people.jpg
icon-Communities.jpg
icon-Investors.jpg
icon-Governments.jpg
Assurance
and risk
management
Received reports in relation to material legal matters, including disputes, regulatory and governance developments, and areas of legal or regulatory risk
On the recommendation of the Audit Committee, approved the company’s risk footprint, including reviewing and updating the principal risks
On the recommendation of the Audit Committee, approved the company’s filings, financial and non-financial reporting including interim and preliminary results announcements, US filings and Annual Report
DIA017_Icons_2-1.jpgDIA017_Icons_3-2.jpgDIA017_Icons_6-5.jpg
icon-EG.jpgicon-CVC.jpgicon-CT.jpg
icon-Investors.jpg
icon-Governments.jpg
Key
Strategic prioritiesStrategic outcomesStakeholders
DIA017_Icons_1-3.jpg
Sustain quality growth
icon-EG.jpg
Efficient growth
icon-our-people.jpg
People
DIA017_Icons_2-1.jpg
Embed everyday efficiency
icon-CVC.jpg
Consistent value creation
icon-Consumers.jpg
Consumers
DIA017_Icons_3-2.jpg
Invest smartly
icon-CT.jpg
Credibility and trust
icon-Customers.jpg
Customers
DIA017_Icons_4-6.jpg
Promote positive drinking
icon-EG.jpg
Engaged people
icon-suppliers.jpg
Suppliers
DIA017_Icons_5-4.jpg
Champion inclusion and diversity
icon-Communities.jpg
Communities
DIA017_Icons_6-5.jpg
Pioneer grain-to-glass sustainability
icon-Investors.jpg
Investors
icon-Governments.jpg
Governments and regulators

149138

Governance (continued)
Letter from the Chairman of the Board of DirectorsStakeholder engagement
Effective governance enabling growth
Dear Shareholder
I am delightedWe aim to present,maintain open and positive dialogue with all our stakeholders, considering their key interests in our decision-making and communicating with them on behalf of the Board, our corporate governance report for the year ended 30 June 2022, which summarisesa regular basis. This dialogue helps us build trust and respect and make choices as a business that help shape the role of the Boardwe play in providing effective leadership in promoting the long-term sustainable success of Diageo.

The Board is very conscious of the role that it plays in ensuring that Diageo operates in a manner which is consistent with the highest standards of corporate governance - doing business the right way, from grain to glass. A core element of this is the work that the Board has done over the year to ensure that Diageo contributes to wider society through sustainable, long-term practices as well as through our 2030 targets. This has included reviewing and adapting internal governance processes to ensure that ESG considerations are fully embedded within Diageo's decision-making, and that our planning and decisions can be fully informed by the environmental and societal implications of those decisions. This is of particular importance at a time when we are continuing to invest, for long-term growth, in our brands and portfolio.

Effective leadership is also dependent on a healthy, empowered and positive business culture. Diageo has a strong and long-established purpose, culture and set of values which collectively anchor our priorities and actions even in recent challenging years. The importance of culture has been particularly acute this year as our workforce adapts to new ways of working and is supported to accelerate growth of our business. Further details on how the Board has monitored and assessed culture can be found on pages 151 to 152. The Board has expanded its workforce engagement programme through all Directors directly participating in sessions with a broad cross-section of Diageo's workforce as well as through additional surveys and feedback received on the behavioural change and optimal culture required to achieve Diageo's ambition. Insights from this engagement programme have been used to inform the steps taken by the Board to simplify ways of working and to improve efficiency of systems and processes, with the goal of empowering our people through enabling more agility and speed in execution. More details of how we have engaged with and listened to our people is set out in our workforce engagement statement on page 161.

Diageo is performing strongly despite the challenges of the pandemic over the last few years, continued instability in the global environment and economic uncertainty, and current inflationary pressures on supply chains. Performance is dependent on the Board providing effective leadership and setting Diageo's strategic priorities, enabling swift execution by management underpinned by a transparent and values-based culture. We will continue to refine and develop our governance processes, to ensure robustness and efficiency, at Board level and throughout the company, in a way which enables the creation of sustainable long-term value for our shareholders and other stakeholders.

Javier Ferrán
(Chairman)society.


150

Governance (continued)
Corporate governance reportThe development of strong and positive relationships between Diageo and its external stakeholders is an intrinsic part of our purpose and culture. Our stakeholders include not only business partners such as suppliers and customers, our people and workforce, but also government, consumers and the wider communities in which we operate. As noted in the company’s statement on Section 172 of the Companies Act 2006 set out on page 19, in making their decisions and in discharging their duties to promote the success of the company, the Directors must have regard to the interests of its stakeholders. We have summarised below why our stakeholders are important to us, what we believe their principal interests are and how the Board and company seeks to engage and respond.

Enabling
Stakeholder and why we engage

Our people
People are at the core of our business
We aim to build a trusting, respectful and inclusive culture where people feel engaged and fulfilled
We want our people to be treated with dignity at work and their human rights respected
What we believe matters most to them
Prioritisation of health, safety and well-being
Learning and development opportunities
Purpose, culture and benefits
Contributing to the growth of our brands and performance
Promotion of inclusion and diversity
Sustainability and societal credentials
How the Board seeks to engage
Active dialogue maintained throughout the year as part of the Board's ongoing workforce engagement programme
Direct engagement through visits to offices, production and supply chain sites during the year
Indirect engagement through feedback from works councils, employee and workforce forums, community groups, Your Voice and pulse surveys and townhall meetingsambition

Corporate governance structure and division of responsibilities
deo-20220630_g78.jpg

Reporting to the Board
Regular reports from workforce engagement activities
Feedback through employee surveys, including annual group-wide Your Voice survey
Culture and capabilities session at Board meeting led by Chief HR Officer
Upcoming priorities
Maintaining focus on simplifying internal processes, including upgrading and transforming business operations and systems
Evolving workforce engagement programme

Consumers
Understanding our consumers is critical for our business’ long-term growth
Consumer motivations, attitudes and behaviours form the basis of our business strategy, brand marketing and innovation
We want consumers to enjoy our products responsibly and for them to ‘drink better, not more’
What we believe matters most to them
Choice of brands for different occasions, including no- and lower-alcohol
Innovation in heritage brands and creation and nurturing of new brands
Responsible marketing
Great experiences
Product quality
Sustainability and societal credentials
Price
How the Board seeks to engage
Monitoring consumer behaviours, motivations and insights
Responding to and anticipating emerging consumer trends as part of strategic sessions, including the Annual Strategy Conference
Regular review of business development opportunities, including active brand portfolio management
Review of innovation pipeline as part of the Annual Strategy Conference

Reporting to the Board
Regular performance updates by the Chief Executive, including on key consumer trends
Papers prepared by strategy team on evolving consumer behaviours in advance of Annual Strategy Conference
Regular updates by Business Development and Innovation teams on organic and inorganic opportunities and portfolio choices
Upcoming priorities
Ongoing review of portfolio and category participation opportunities
Developing pipeline of innovation informed by consumer insights
Enhancing marketing effectiveness through detailed understanding of consumer motivation
151139

Governance (continued)
Leadership
Customers
Our customers are a broad range of businesses, large and small, on-trade and off-trade, retailers, wholesalers and distributors, digital and e-commerce
We want to nurture mutually beneficial relationships to deliver joint value and great consumer experiences
What we believe matters most to them
A portfolio of leading brands that meets evolving consumer preferences
Identification of opportunities that offer profitable growth
Insights into consumer behaviour and shopper trends
Trusted product quality
Innovation, promotional support and merchandising
Availability and reliable supply and stocking
Technical expertise
Joint risk assessment and mitigation
Sustainability and societal credentials
How the Board seeks to engage
Regular review of innovation pipeline and inorganic opportunities to ensure a broad portfolio at multiple price points
Review of supply chain footprint to ensure efficient delivery of products to customers
Direct engagement with key customers during market visits
Independent oversight and rigorous challenge
Chief Financial OfficerNon-Executive Directors
Lavanya ChandrashekarMelissa Bethell, Valérie Chapoulaud-Floquet, Sir John Manzoni, Lady Mendelsohn, Alan Stewart, Ireena Vittal and Karen Blackett
Manages all aspects of the group's financial affairs
Responsible for the management of the capital structure of the company
Contributes
Reporting to the management of the group's operations
Along with
Board
Regular performance updates by the Chief Executive, leads discussions with investors
Is supported by the Finance Committee
including customer and Filings Assurance Committeeroute-to-consumer concerns
Deep dive reviews on key regions or markets, including for example during fiscal 23 in the managementrelation to Latin America and Caribbean, include consideration of the financial affairs and reportingcustomer relationships
Upcoming priorities
Scheduling face-to-face meetings for Directors to meet representatives of the company
Is a member of the Executive Committee
key customers during market visits
The Non-Executive Directors, all of whom the Board has determined are independent, experienced and influential individuals from a diverse range of industries, backgrounds and countries.
Constructively challenge the Executive Directors
Develop proposals on strategy
Scrutinise the performance of management
Satisfy themselves on the integrity of the financial information, controls and systems of risk management
Set the levels of remuneration for Executive Directors and senior management
Make recommendations to the Board concerning appointments to the Board
Devote such time as is necessary to the proper performance of their duties
A summary of the terms and conditions of appointment of the Non-Executive Directors is available at https://www.diageo.com/en/our-business/corporate-governance.
Chief Executive
Ivan Menezes
Develops the group’s strategic direction for consideration and approval by the Board
Implements the strategy agreed by the Board
Leads the Executive Committee
Manages
Enhancing relationships between the company and the group
Along with the Chief Financial Officer, leads discussions with investors
Is supported in his role by the Executive Committee
Is supported by the Finance Committee and Filings Assurance Committee in the management of financial reporting of the company
its customers through engagement opportunities
ChairmanSenior Independent Director
Javier FerránSusan Kilsby
Responsible for the operation, leadership and governance of the Board
Ensures all Directors are fully informed of matters and receives precise, timely and clear information sufficient to make informed judgements
Sets Board agendas and ensures sufficient time is allocated to ensure effective debate to support sound decision making
Ensures the effectiveness of the Board
Engages in discussions with shareholders
Meets with the Non-Executive Directors independently of the Executive Directors
Acts as designated Non-Executive Director for workforce engagement
Acts as a sounding board for the Chairman and serves as an intermediary for the other Directors where necessary
Together with the other Non- Executive Directors, leads the review of the performance of the Chairman, taking into account the views of the Executive Directors
Available to shareholders if they have concerns where contact through the normal channels has failed
Company SecretaryStakeholder and why we engage
Company Secretary
Tom ShropshireSuppliers
The Board is supported by the Company Secretary who ensures information is made available to Board membersOur suppliers, service providers and agencies are experts in a timely fashiontheir fields
SupportsWe rely on them to deliver high-quality products and market responsibly
We collaborate with them to improve our collective impact, ensure sustainable and resilient supply chains, and make positive contributions to society
What we believe matters most to them
Strong, mutually beneficial partnerships
Strategic alignment and growth opportunities
Fair contract and payment terms
Collaboration to realise innovation
Consistent performance measures
Joint risk assessment and mitigation
Sustainability and societal credentials
How the ChairmanBoard seeks to engage
Periodic review of supply chain footprint in settingkey markets to ensure resilience and flexibility, monitoring environmental impacts and efficiencies
Review and approval of material supply and procurement contracts including for critical raw materials
Supporting management in improving supplier relationships through fair contract and payment terms, compliance with Diageo's 'Partnering with Suppliers Standard' and working collaboratively to mitigate environmental impacts and achieve ESG goals
Reporting to the Board agendas, designing and delivering Board inductions and Board evaluations, and co-ordinates post-evaluation action plans, including risk review and training requirements for
Terms of material contracts with suppliers are reviewed by the Board
Advises on corporate governance mattersPeriodic updates provided to the Board in relation to supply chain agility programme rollout
Is a memberSupply chain sustainability and other ESG data included in quarterly 'Society 2030: Spirit of Progress' reports provided to the Board
Upcoming priorities
Continued focus on rollout of supply chain agility programme
Monitoring impact of supply chain disruption on operations, including through Audit Committee risk reviews
Supervision of initiatives to improve sustainability and supply chain resilience
140

Governance (continued)

Communities
We aim to create long-term value for the communities in which we live, work, source and sell
We can help build thriving communities and strengthen our business through empowering people, increasing access to opportunities and championing inclusion and diversity
What we believe matters most to them
Impact of our operations on the local economy
Access to skills development, employment and supplier opportunities
Inclusion, diversity and tackling inequality in all forms
Responsible use of natural resources, biodiversity and sustainability
Transparency and engagement
How the Board seeks to engage
Setting targets and monitoring progress on broader societal matters, including promoting positive drinking, inclusion and diversity
Considering the environmental and social consequences for communities of its key decisions, including encouraging inclusion and diversity, equal employment opportunities, skills development and support for communities and through wider value chains

Reporting to the Board
Quarterly reports provided to Board on progress made in relation to 'Society 2030: Spirit of Progress' targets
Reports on macro-economic and socio-political events provided to Board by management
Upcoming priorities
Monitoring progress in relation to positive drinking programmes, including SMASHED and similar initiatives
Supporting management in advocacy in relation to water stewardship ambitions

Investors
We want to enable equity and debt investors to have an in-depth understanding of our strategy, our operational, financial and holistic performance, so that they can more accurately assess the value of our business and the opportunities and risks of investing in it
What we believe matters most to them
Strategic priorities, opportunities and risks
Financial performance
Corporate governance
Leadership credentials, experience and succession
Executive Committeeremuneration policy
Shareholder returns
Environmental, inclusion and diversity, and social commitments and progress
How the Board seeks to engage
Regular engagement between key investors and Chief Executive and Chief Financial Officer through Investor Relations programme of events
Participation in investor conferences such as the Consumer Analyst Group of New York meeting in February 2023
Hosting investor events such as the Diageo Scotch day in June 2023
Attendance at the Annual General CounselMeeting in October 2022, including responding to questions from shareholders
Reporting to the Board
Monthly reports compiled by Investor Relations team provided to the Board, providing details on engagement sessions with investors and key trends
Biennial survey of investor sentiment carried out by external consultancy and report provided to the Board
Upcoming priorities
Continued proactive engagement with investors through structured programme of engagement activities over the year
Preparing for the Annual General Meeting to be held in September 2023
Engaging directly with investors through roadshow following announcement of fiscal 23 results
141

Governance (continued)

Governments and Regulators
The regulatory environment is critical to the success of our business
We share information and perspectives with those who influence policy and regulation to enable them to understand our views on areas that can impact public health and our business
What we believe matters most to them
Compliance with applicable laws and regulations
Contribution to national and local economic development and public health priorities
International trade, excise, regulation and tackling illicit trade
Tackling harmful drinking and the impact of responsible drinking initiatives
Climate change and water sustainability agendas, including carbon reduction, human rights, environmental impacts, sustainable agriculture, biodiversity and support for communities
How the Board seeks to engage
Indirect engagement through periodic updates from Chief Executive and corporate relations executives
Review of macro-economic and geopolitical developments as part of strategy sessions
Updates on regulatory developments, including in relation to non-financial reporting, corporate governance and public policy
Reporting to the Board
Reports on socio-political events and issues periodically provided to the Board
Developments in regulatory matters, including governance and reporting obligations, are included in biannual reports to the Board prepared by management
Upcoming priorities
Monitoring developments in regulation and best practice in respect of non-financial reporting requirements, corporate governance and audit regime
Supporting management's advocacy in relation to key public policy matters including water stewardship, positive drinking, inclusion and diversity

Principal Board decision – Transforming our business processes and systems
In May 2022, the Board approved the commencement of a multi-year project with the aim of improving Diageo’s internal processes and upgrading its financial systems and technology. This project is expected to be a significant business change programme introducing more intuitive business processes, powered by technology, to provide better access to data and information in order to enable quicker and more informed decision-making. The project, which is expected to be implemented over a five-year period, has been designed to enhance Diageo’s business resilience and controls environment through simplifying and standardising the group’s ways of working across its functional domains. A key part of the project will be a transition to a new cloud-based enterprise resource planning platform, SAP S/4 HANA, which will be used to manage Diageo’s day-to-day business activities, enabling the flow of data between the group’s business processes in a way which minimises duplication and provides data integrity. During the course of fiscal 23, the progress of the project has been monitored by both the Board and Audit Committee due to its importance to the company’s controls and reporting capabilities. For example, at its meetings in January 2023 and April 2023 the Audit Committee reviewed reports from the project team and supervised key decisions. These included the appropriate timing and phasing of rollout of the project, the need to ensure standardisation of end-to-end process ownership through a global process ownership model, the establishment of appropriate governance structures for the project, and the selection and engagement of key third-party suppliers and partners for implementation.

The Board has also considered a number of broader interdependencies
between this project and other matters, including its relationship with the company’s culture and workforce capabilities, and the impact of the project on the scope of work of certain other functions. One related matter was the impact of the change in the company's functional currency to US dollar which took effect from 1 July 2023, as noted on page 279. As it was important to ensure that the company's reporting systems were capable of operating in a different currency, the Board was kept informed of the work being undertaken to prepare the company's reporting systems to minimise any disruption and ensure a smooth transition. As a result, when the functional currency change took effect, the Board approved go live of the systems change and approved a change in the company's presentation currency to US dollar to provide a better alignment of the reporting of Diageo's performance with its business exposures. The Board has also decided that commencing with the interim dividend to be declared in January 2024 and paid in April 2024, it intends to declare future dividends denominated in US dollar but that, subject to the relevant resolutions being passed at the forthcoming AGM, holders of ordinary shares will continue to receive their dividends in sterling and will be offered the option to elect to receive their dividends in US dollar instead while holders of the company's ADRs will continue to receive dividends in US dollar as is currently the case.
The potential implications of the project on key stakeholder groups have been important factors in these considerations, as required under Section 172 of the Companies Act. These have included:
the impact of this project on the day-to-day activities and experience of employees and the wider workforce, including in particular the importance of simplification and streamlining of internal processes, as noted by feedback consistently received through the various engagement structures used by the Board to understand workforce views;
the improved capabilities in terms of accessibility and robustness of data as a result of implementing the new platform, which should enable quicker reporting both internally but also to external stakeholders including regulators and authorities;
142

Governance (continued)
the benefits for investors and analysts in better understanding business performance by minimising foreign exchange volatility through the presentation of results and declaration of dividends in US dollars, consistent with the company's functional currency and more representative of its underlying business;
the ability to offer choice to shareholders as to which currency in which to receive payment of dividends; and
the implications of the new platform for supply chain third parties and customers, including customer and vendor lifecycle management processes, product sales reporting and returnable packaging management.

Wider stakeholder engagement
Diageo has ambitious goals across a variety of social and environmental targets and has a long track record of working with stakeholders to achieve these goals. Our ambition to be one of the best performing, most trusted and respected consumer products companies in the world can only be achieved through engagement and partnership with our stakeholders. The Board and its members have engaged directly and indirectly with a number of its key stakeholders during fiscal 23, which has seen continued volatility and uncertainty in many markets and has sought to understand and respond to stakeholder considerations in making its decisions and determining the company’s strategy and goals. These include the following activities:
During fiscal 23, the Board met and engaged with the company’s key customers in North America, discussing their experience of working with Diageo including over the period of the Covid-19 pandemic, how the company’s ‘Raising the Bar’ programme and other support measures assisted them during this period and the impact of inflation and cost-of-living pressures on current consumer trends. Feedback received from customers in different markets is also reported to the Board by the Chief Executive in her regular performance summaries. Customer feedback about market trends and consumer activity, as well as the performance of the company’s portfolio, is an important input into the company’s consumer insights tools which are used as guidance for innovation, product development and marketing initiatives.
The Board has continued its annual cycle of visits to different Diageo offices and production sites during fiscal 23. Directors met in Scotland in November 2022 for a multi-day meeting including an immersion into our production processes and facilities and a deep dive into the commercial and marketing aspects of our scotch whisky business. Meeting a broad group of employees supporting our production and scotch businesses enabled a deep understanding of the complexity of long-term forecasting and demand planning on production and maturation timelines for aged liquids. This is particularly relevant to recent decisions in relation to significant capital investment in our supply chain including in distillation and maturation capacity, where learnings from our supply sites in Scotland can be applied in relation to developing our supply capacity in other markets, including for example in respect of tequila production in Mexico.
The Board’s workforce engagement programme is a well-established process with regular engagement sessions held with different parts of the global workforce over the course of the year, involving all Non-Executive Directors. These sessions provide Non-Executive Directors with insights into the company’s culture which are then fed back to the company’s engagement teams and used to shape our approach to people. See page 142-143 for this year’s workforce engagement statement which includes further details of the programme.
Engagement with investors and analysts has remained a focus during fiscal 23, with a programme of regular meetings, calls and other engagement activities coordinated by the Investor Relations function. Highlights include participation by Board members, including the former and current Chief Executives and the CFO, alongside other senior executives at the annual Consumer Analyst Group of New York meeting held in February 2023 in Florida. Investor representatives and analysts were also invited to attend a presentation at Johnnie Walker Princes Street in Edinburgh which focussed on the company’s scotch whisky portfolio and business led by the current Chief Executive supported by the Chief Marketing Officer and the Chief Financial Officer, which was also webcast. Materials from these sessions are available on https://www.diageo.com/en/investors/results-reports-and-presentations.
Further information on our stakeholders, what we think is important to them and how the Board engages and responds to them can be found on pages 137-140. A case study summarising how stakeholder considerations were taken into account by the Board during fiscal 23, as required by Section 172 of the Companies Act, in respect of one of its principal decisions is set out on page 141.


Executive direction and control
Board of Directors
Composition of the Board
The Board comprises the Non-Executive Chairman, two Executive Directors, the Senior Independent Director, and seven independent Non-Executive Directors. The biographies of all Directors are set out in this Annual Report on pages 145-147.127-130.
During the year, the composition of the Board has not changed other than for the appointment of Karen Blackett as an additional Non-ExecutiveDebra Crew was appointed Chief Executive and Director, with effect from 1effective 8 June 2022. With the retirement of Siobhán Moriarty from the company, Tom Shropshire took over as General Counsel and Company Secretary on 30 September 2021.2023.

Inclusion and diversity
The Board sees championing inclusion and diversity as one of the key enablers for achieving Diageo’s ambition. It is also a core principle of the company’s global Human Rights Policy which applies to all employees, subsidiaries and third-party contractors and which has been implemented as part of our Code of Business Conduct programme. Our objective is to maintain and sustain an
152

Governance (continued)
inclusive and diverse business, across all levels, functions and geographies, in order to create a better working environment and a better performing business. As part of this, the Board has adopted a written Board Diversity Policy alongside Diageo’s Code of Business Conduct and associated global policies, which set out Diageo’s broader commitment to inclusion and diversity. Diageo strongly supports diversity within its Board of Directors, including gender, ethnicity, age and professional diversity, as well as diversity of thought. The Board is comprised of individuals from a diverse range of skills, industries, backgrounds and nationalities, which enables a broad evaluation of all matters considered by the Board and contributes to a culture of collaborative and constructive discussion. The Board’s objective, as set out in its Diversity Policy, is that it shall include no less than 40% female representation (with the ultimate goal being parity between males and females on the Board) and at least one directorDirector from a minority ethnic group. Currently,As at 26 July 2023, women make up 64%73% of the Board and there are five directors (45%four Directors (36%) who self-disclose as being from minority ethnic groups. Further information about diversity at Board and senior executive levels can be found on page 125 and in the ‘Our people’people and culture’ and ‘Champion inclusion and diversity’ sections of ‘Our strategic priorities’the Strategic Report on pages 30-31127-130 and 41-43.
302-307 respectively. The Board's Diversity Policy is available at https://www.diageo.com/en/our-business/corporate-governance/board-diversity-policy.board-diversity.

Outside interests and conflicts
The Board has adopted guidelines for dealing with conflicts of interest, with directors'Directors' outside interests being regularly reviewed and responsibility for authorising conflicts of interest reserved for the Board. In the case of a potential conflict, the Nomination Committee
134

Governance (continued)
considers the circumstances, appropriate controls and protocols, and makes a recommendation to the Board. The Board confirmed that it was not aware of any situations that may or did give rise to conflicts with the interests of the company, other than those that may arise from Directors’ other appointments as disclosed in their biographies.

Duties of the Board
The Board manages overall control of the company’s affairs with reference to the formal schedule of matters reserved for the Board for decision. The schedule was last reviewed in July 20222023 and is available at https://www.diageo.com/en/our-business/corporate-governance. In order to fulfil their duties, procedures are in place for Directors to seek both independent advice and the advice and services of the Company Secretary, who is responsible for advising the Board on all governance matters. DuringThe Board considers a number of factors when making decisions, including the year,potential impact of those decisions on various stakeholder groups and on the Non-Executive Directors met without management present five times,Company's ‘Society 2030: Spirit of Progress‘ and also withoutother non-financial targets, including in respect of environmental sustainability. Further information on the Chairman present twice.Board and the Audit Committee's roles in climate risk governance can be found on page 91. The terms of reference of Board Committees are reviewed regularly, most recently in July 2022,2023, and are available at
https://www.diageo.com/en/our-business/corporate-governance.

Corporate governance requirements
The principal corporate governance rules applying to Diageo (as a UK company listed on the London Stock Exchange) for the year ended 30 June 20222023 are contained in the 2018 UK Corporate Governance Code (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 Code’s main principles and the second dealing specifically with non-compliance with any of the Code’s provisions. The two descriptions together are designed to give shareholders a picture of governance arrangements in relation to the Code as a criterion of good practice. A copy of the Code is publicly available on the website of the Financial Reporting Council (FRC), www.frc.org.uk. Diageo’s statement as to compliance with the Code during the year ended 30 June 20222023 can be found on page 166.133-134 . Diageo must also comply with corporate governance rules contained in the FCA Disclosure Guidance and Transparency Rules and certain related provisions in the Companies Act 2006 (the Act). Diageo is also listed on the Euronext Dublin Exchange, the Euronext Paris Exchange and the New York Stock Exchange (NYSE), and as such is subject to the applicable rules of those exchangesthis exchange and jurisdictions.jurisdiction. For example, Diageo is subject to the listing requirements of the NYSE and the rules of the US Securities and Exchange Commission (SEC), as they apply to foreign private issuers. Compliance with the provisions of the US Sarbanes-Oxley Act of 2002 (SOX), as it applies to foreign private issuers, is continually monitored.

Compliance with US corporate governance rules
Under applicable SEC rules and the NYSE’s corporate governance rules for listed companies, Diageo must disclose any significant ways in which its corporate governance practices differ from those followed by US companies under NYSE listing standards. Diageo believes the following to be the significant areas in which there are differences between its corporate governance practices and NYSE corporate governance rules applicable to US companies. This information is also provided on the company’s website at www.diageo.com.
Basis of regulation: UK listed companies are required to include in their annual report a narrative statement of (i) how they have applied the principles of the Code and (ii) whether or not they have complied with the best practice provisions of the Code. NYSE listed companies must adopt and disclose their corporate governance guidelines. Certain UK companies are required to include in their annual report statements as to (i) how directors have complied with Section 172 of the Act, which requires directors to promote the success of the company for the benefit of the members as a whole, having regard to the interests of stakeholders and (ii) how directors have engaged with and taken account of the views of the company’s workforce and other stakeholder groups. Diageo complied throughout the year with the best practice provisions of the Code and the disclosure requirements noted above, other than as described on page 125.
Director independence: The Code requires at least half the Board (excluding the Chairman) to be independent Non-Executive Directors, as determined by affirmatively concluding that a Director is independent in character and judgement and determining whether there are relationships and circumstances which are likely to affect, or could appear to affect, the Director’s judgement. The Code requires the Board to state its reasons if it determines that a director is independent notwithstanding the existence of relationships or circumstances which may appear relevant to its determination. NYSE rules require a majority of independent directors, according to the NYSE’s own ‘brightline’ tests and an affirmative determination by the Board that the Director has no material relationship with the listed company. Diageo’s Board has determined that, in its judgement and without taking into account the NYSE brightline tests, all of the Non-Executive Directors are independent. As such, currently nine of Diageo’s eleven Directors are independent.Further details of this determination in relation to Alan Stewart, Non-Executive Director and Chairman of the Audit Committee, are set out on page 135.
Chairman and Chief Executive: The Code requires these roles to be separate. There is no corresponding requirement for US companies. Diageo has a separate Chairman and Chief Executive.
135

Governance (continued)
Non-Executive Director meetings: NYSE rules require Non-Management Directors to meet regularly without management and independent directors to meet separately at least once a year. The Code requires Non-Executive Directors to meet without the Chairman present at least annually to appraise the Chairman’s performance. During the year, Diageo has complied with these requirements with independent Non-Executive Directors, including the Chairman, meeting without the Executive Directors present four times and independent Non-Executive Directors meeting without the Chairman or Executive Directors present twice.
Board committees:Diageo has a number of Board committees that are similar in purpose and constitution to those required by NYSE rules. Diageo’s Audit, Remuneration and Nomination Committees consist entirely of independent Non-Executive Directors. Under NYSE standards, companies are required to have a nominating/corporate governance committee, which develops and recommends a set of corporate governance principles and is composed entirely of independent directors. The terms of reference for Diageo’s Nomination Committee, which comply with the Code, do not contain such a requirement. In accordance with the requirements of the Code, Diageo has disclosed on page 142 the results and means of its annual evaluation of the Board, its Committees and the Directors, and it provides extensive information regarding the Directors’ compensation in the Directors’ remuneration report on pages 158-195.
Code of ethics:NYSE rules require a Code of Business Conduct and Code of Ethics to be adopted for directors, officers and employees and disclosure of any waivers for executive directors or officers. Diageo has adopted a Code of Business Conduct for all Directors, officers and employees, as well as a Code of Ethics for Senior Financial Officers in accordance with the requirements of SOX. See page 149 for further details.
Compliance certification: NYSE rules require chief executives to certify to the NYSE their awareness of any NYSE corporate governance violations. Diageo is exempt from this as a foreign private issuer but is required to notify the NYSE if any executive officer becomes aware of any non-compliance with NYSE corporate governance standards. No such notification was necessary during the period covered by this report.
Structure and division of responsibilities
The Board is committed to the highest standards of corporate governance and risk management, which is demonstrated in its established corporate governance framework, illustrated on pages 151-152. This includes the three Board Committees (Audit Committee, Nomination Committee and Remuneration Committee), as well as management committees which report to the Chief Executive or Chief Financial Officer (Executive Committee, Finance Committee, Audit & Risk Committee and Filings Assurance Committee). There is a clear separation of the roles of the Chairman, the Senior Independent Director and the Chief Executive which has been clearly established, set out in writing and approved by the Board. A copy of this is available at https://www.diageo.com/en/our-business/corporate-governance. No individual or group dominates the Board’s decision-making processes.


FURTHER DETAILS ON THE BOARD COMMITTEES CAN BE FOUND IN THE SEPARATE REPORTS FROM EACH COMMITTEE ON PAGES 145-149, AND DETAILS OF THE EXECUTIVE COMMITTEE CAN BE FOUND ON PAGE 148Further details on the Board Committees can be found in the separate reports from each committee on pages 117-153, and details of the Executive Committee can be found on pages 141.

153

Governance (continued)
Board skills and experience
Having an appropriate mix of experience, expertise, diversity and independence is essential for Diageo's Board. Such diverse attributes enable the Board as a whole to provide informed opinions and advice on strategy and relevant topics, thereby discharging its duty of oversight. The Board skills matrix helps to identify the experience and expertise of existing Directors, required skill sets or competencies, and the strategic requirements of the company.
Key strengths and relevant experience of each Director are set out on pages 145-149,127-130, and a matrix of the Board’s current skills and experience is set out in the chart below.

deo-20220630_g79.jpg10445360469277

136

Governance (continued)


Independence
The Code requires the Board to state its reasons for concluding that a director is independent notwithstanding the existence of certain relationships or circumstances which are likely to impair or appear to impair the director's independence. A non-exhaustive list of such circumstances is set out in provision 10 of the Code and include, amongst other things, the fact that a director has served on the board for more than nine years. In September 2023, Alan Stewart will have served for nine years on the Board since he was first appointed in September 2014. Alan has also served as Chairman of the Audit Committee since January 2017. The Board has requested and Alan has agreed to extend the term of his appointment to enable a smooth transition of the role of Chair of the Audit Committee at a time when the company is commencing a significant business change programme to upgrade its financial systems and technology in order to enhance the company's reporting and controls environment, as further described on page 18. The Board believes that, given the critical role of the Audit Committee in supervising this programme, this additional period will help preserve the level of knowledge and experience on and help support a successful transition to a successor, who is expected to be appointed prior to the 2024 AGM. It was further considered to be in the best interests of the company that Alan continues in this role to provide further continuity in light of other changes to the Board and, in particular, the recent transition in Chief Executive. The Board has also considered the matter of Alan's independence in light of this extension and concluded that, notwithstanding his serving for more than nine years, he continues to make high-quality contributions to Board and committee meetings, providing effective and constructive challenge to management and demonstrating objective and independent judgment. In light of this assessment, the Board has determined that Alan Stewart remains independent.
Board and Committee attendance
Directors’ attendance record at the last AGM, scheduled Board meetings and Board Committee meetings, for the year ended 30 June 20222023 is set out in the table below.shown on page 126. Directors are expected to attend all meetings of the Board and its Committees and the AGM, but if unable to do so they are encouraged to give their views to the chairChair of the meeting in advance. The 20212022 AGM was held for the first time as a combined physical and electronic meeting via a live webcast with all directorsDirectors attending either physically or by video link. 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.
Annual General Meeting 2021Board
(maximum 7)
Audit Committee (maximum 5)Nomination Committee (maximum 6)Remuneration Committee (maximum 5)
Javier Ferránü7/7
5/51
6/6
5/51
Ivan Menezesü7/7
3/51
6/61
5/51
Lavanya Chandrashekarü7/7
5/51
0/0
2/21
Susan Kilsbyü7/75/56/65/5
Melissa Bethellü7/75/56/65/5
Karen Blackett2
N/A0/00/00/01/1
Valérie Chapoulaud-Floquetü7/75/56/65/5
Sir John Manzoniü7/75/56/65/5
Nicola Mendelsohnü7/74/56/65/5
Alan Stewartü7/75/56/65/5
Ireena Vittalü6/75/56/65/5

1.     Attended by invitation
2.     Appointed to the Board on 1 June 2022


ElectionsRe-appointment at AGMs
The Chairman has confirmed that the Non-Executive Directors standing for election or re-electionre-appointment at this year’s AGM continue to perform effectively, both individually and collectively as a Board, and that each Non-Executive Director demonstrates commitment to their roles and continues to provide constructive challenge, strategic guidance and offer specialist advice, as well as holding management to account. As can be seen from the attendance records set out below, directors’on page 126, Directors’ attendance levels have been consistently high throughout the year ended 30 June 2022.2023.


154137

Governance (continued)
Board activities
Details of the main areas of focus of the Board and its Committees during the year include those summarised below:
Areas of focusStrategic priorityStrategic outcomeStakeholders
Strategic
matters
Held a two-day Annual Strategy Conference (ASC) focussing on key strategic matters, including the digital economy, reserveimplementation of strategy across regions, convenience, China, ESG performance and luxury portfolios, disruptive consumer trends, ESG, culture and capabilitiessupply chain strategy
Regularly reviewed the group’s performance against the strategy
Received reports on the financial performance of the group as against the annual plan
Reviewed the group’s tax strategy and policy
Received regular reports on the macro-economic environment, world eventssocio-political matters and emerging trends
ReviewedCarried out deep dives into key strategic topics including the group's beer and scotch whisky portfolios,portfolio and strategy, tequila supplystrategy, consumer insights, Latin America and resourcing strategy, potential post-pandemic taxCaribbean region, culture and regulatory developments, e-commercecapabilities, China, health and digital strategywellness, and the group's strategy in Indiavolatility scenario planning
DIA017_Icons_1-3.jpgDIA017_Icons_2-1.jpgDIA017_Icons_3-2.jpgDIA017_Icons_6-5.jpg
icon-EG.jpg
icon-CVC.jpg
icon-Consumers.jpg
icon-Customers.jpg
icon-Communities.jpg
icon-Investors.jpg
Operational
matters
Reviewed and approved the group's three-year plan and annual funding plan, insurance, banking and capital expenditure requirements
Reviewed the impact ofgroup's long-term demand forecasting processes, global trade developmentsbusiness operations and disputesshared service centre arrangements
Regularly reviewed and approved the group’s M&A and business development activities, reorganisations and various other projects
Reviewed and approved the group's supply chain activities, including supply footprint and
Approved
capital expenditure investments, and various significant procurement, systems and other contracts, having taken into consideration financial, operational, sustainability and other ESG related factors
Reviewed the company’s innovation pipelineInitiated a global business transformation programme and systems upgrade
Reviewed the company’s capital allocation, funding and liquidity positions, includingand those of its pension schemes, and approved interim and final dividends
Reviewed and approved the recommencement of the company’s share buyback programme
Approved the appointment of a new Chief Executive, including as an Executive Director

Acting through the Nomination Committee, reviewed the company’s succession planning and talent strategy
DIA017_Icons_1-3.jpgDIA017_Icons_2-1.jpgDIA017_Icons_3-2.jpg
icon-EG.jpg
icon-CVC.jpg
icon-EP.jpg
icon-our-people.jpg
icon-Consumers.jpg
icon-Customers.jpg
icon-suppliers.jpg
ESG mattersCarried out an investor perception surveyIncreased focus on ESG matters throughout the year, including conducting a deep dive in relation to the company's approach to ESG matters and reportits 'Society 2030: Spirit of Progress' programme at the ASC
Reviewed approach and methodologies used in relation
to understand investor sentimentnon-financial targets
Received reports on workforce engagement over the year
Received regular investor reports
During each quarter, received an updateReceived regular updates on ESG matters and progress towards 'Society‘Society 2030: Spirit of Progress'Progress‘ targets
Completed actions identified following the previous evaluation of the Board's performance and carried out an internal evaluation of the Board’s performance
Approved the appointment of a new Non-Executive Director
Reviewed schedule of matters reserved for the Board and terms of reference of its committeesCommittees
DIA017_Icons_1-3.jpgDIA017_Icons_4-6.jpgDIA017_Icons_5-4.jpgDIA017_Icons_6-5.jpg
icon-CVC.jpgicon-CT.jpgicon-EP.jpg
icon-our-people.jpg
icon-Communities.jpg
icon-Investors.jpg
icon-Governments.jpg
Assurance
and risk
management
Received reports in relation to material legal matters, including disputes, regulatory and governance developments, and areas of legal or regulatory risk
On the recommendation of the Audit Committee, approved the company’s risk footprint, including reviewing and updating the principal risks including in relation to supply chain disruption
On the recommendation of the Audit Committee, approved the company’s filings, financial and non-financial reporting including interim and preliminary results announcements, US filings and Annual Report
DIA017_Icons_2-1.jpgDIA017_Icons_3-2.jpgDIA017_Icons_6-5.jpg
icon-EG.jpgicon-CVC.jpgicon-CT.jpg
icon-Investors.jpg
icon-Governments.jpg
Key
Strategic prioritiesStrategic outcomesStakeholders
DIA017_Icons_1-3.jpg
Sustain quality growth
icon-EG.jpg
Efficient growth
icon-our-people.jpg
People
DIA017_Icons_2-1.jpg
Embed everyday efficiency
icon-CVC.jpg
Consistent value creation
icon-Consumers.jpg
Consumers
DIA017_Icons_3-2.jpg
Invest smartly
icon-CT.jpg
Credibility and trust
icon-Customers.jpg
Customers
DIA017_Icons_4-6.jpg
Promote positive drinking
icon-EG.jpg
Engaged people
icon-suppliers.jpg
Suppliers
DIA017_Icons_5-4.jpg
Champion inclusion and diversity
icon-Communities.jpg
Communities
DIA017_Icons_6-5.jpg
Pioneer grain-to-glass sustainability
icon-Investors.jpg
Investors
icon-Governments.jpg
Governments and regulators

155
138

Governance (continued)
Stakeholder engagement
We aim to maintain open and positive dialogue with all our stakeholders, considering their key interests in our decision-making and communicating with them on a regular basis. This dialogue helps us build trust and respect and make choices as a business that help shape the role we play in society.


The development of strong and positive relationships between Diageo and its external stakeholders is an intrinsic part of our purpose and culture. Our stakeholders include not only business partners such as suppliers and customers, our people and workforce, but also government, consumers and the wider communities in which we operate. As noted in the company’s statement on Section 172 of the Companies Act 2006 set out on page 15,19, in making their decisions and in discharging their duties to promote the success of the company, the Directors must have regard to the interests of its stakeholders. We have summarised below why our stakeholders are important to us, what we believe their principal interests are and how the Board and company engagesseeks to engage and responds.respond.

How stakeholder engagement informs our decision-making
Stakeholder and why we engage

Our people
People are at the core of our business
We aim to build a trusting, respectful and inclusive culture where people feel engaged and fulfilled
We want our people to be treated with dignity at work and their human rights respected
What we believe matters most to them
Prioritisation of health, safety and well-being
Learning and development opportunities
Purpose, culture and benefits
Contributing to the growth of our brands and performance
Promotion of inclusion and diversity
Sustainability and societal credentials
How the Board seeks to engage
Active dialogue maintained throughout the year as part of the Board's ongoing workforce engagement programme
Direct engagement through visits to offices, production and supply chain sites during the year
Indirect engagement through feedback from works councils, employee and workforce forums, community groups, Your Voice and pulse surveys and townhall meetings

Reporting to the Board
Regular reports from workforce engagement activities
Feedback through employee surveys, including annual group-wide Your Voice survey
Culture and capabilities session at Board meeting led by Chief HR Officer
Upcoming priorities
Maintaining focus on simplifying internal processes, including upgrading and transforming business operations and systems
Evolving workforce engagement programme

Consumers
Understanding our consumers is critical for our business’ long-term growth
Consumer motivations, attitudes and behaviours form the basis of our business strategy, brand marketing and innovation
We want consumers to enjoy our products responsibly and for them to ‘drink better, not more’
What we believe matters most to them
Choice of brands for different occasions, including no- and lower-alcohol
Innovation in heritage brands and creation and nurturing of new brands
Responsible marketing
Great experiences
Product quality
Sustainability and societal credentials
Price
How the Board seeks to engage
Monitoring consumer behaviours, motivations and insights
Responding to and anticipating emerging consumer trends as part of strategic sessions, including the Annual Strategy Conference
Regular review of business development opportunities, including active brand portfolio management
Review of innovation pipeline as part of the Annual Strategy Conference

Reporting to the Board
Regular performance updates by the Chief Executive, including on key consumer trends
Papers prepared by strategy team on evolving consumer behaviours in advance of Annual Strategy Conference
Regular updates by Business Development and Innovation teams on organic and inorganic opportunities and portfolio choices
Upcoming priorities
Ongoing review of portfolio and category participation opportunities
Developing pipeline of innovation informed by consumer insights
Enhancing marketing effectiveness through detailed understanding of consumer motivation
139

Governance (continued)

Customers
Our customers are a broad range of businesses, large and small, on-trade and off-trade, retailers, wholesalers and distributors, digital and e-commerce
We want to nurture mutually beneficial relationships to deliver joint value and great consumer experiences
What we believe matters most to them
A portfolio of leading brands that meets evolving consumer preferences
Identification of opportunities that offer profitable growth
Insights into consumer behaviour and shopper trends
Trusted product quality
Innovation, promotional support and merchandising
Availability and reliable supply and stocking
Technical expertise
Joint risk assessment and mitigation
Sustainability and societal credentials
How the Board seeks to engage
Regular review of innovation pipeline and inorganic opportunities to ensure a broad portfolio at multiple price points
Review of supply chain footprint to ensure efficient delivery of products to customers
Direct engagement with key customers during market visits
Reporting to the Board
Regular performance updates by the Chief Executive, including customer and route-to-consumer concerns
Deep dive reviews on key regions or markets, including for example during fiscal 23 in relation to Latin America and Caribbean, include consideration of customer relationships
Upcoming priorities
Scheduling face-to-face meetings for Directors to meet representatives of key customers during market visits
Enhancing relationships between the company and its customers through engagement opportunities
Stakeholder and why we engage

Suppliers
Our suppliers, service providers and agencies are experts in their fields
We rely on them to deliver high-quality products and market responsibly
We collaborate with them to improve our collective impact, ensure sustainable and resilient supply chains, and make positive contributions to society
What we believe matters most to them
Strong, mutually beneficial partnerships
Strategic alignment and growth opportunities
Fair contract and payment terms
Collaboration to realise innovation
Consistent performance measures
Joint risk assessment and mitigation
Sustainability and societal credentials
How the Board seeks to engage
Periodic review of supply chain footprint in key markets to ensure resilience and flexibility, monitoring environmental impacts and efficiencies
Review and approval of material supply and procurement contracts including for critical raw materials
Supporting management in improving supplier relationships through fair contract and payment terms, compliance with Diageo's 'Partnering with Suppliers Standard' and working collaboratively to mitigate environmental impacts and achieve ESG goals
Reporting to the Board
Terms of material contracts with suppliers are reviewed by the Board
Periodic updates provided to the Board in relation to supply chain agility programme rollout
Supply chain sustainability and other ESG data included in quarterly 'Society 2030: Spirit of Progress' reports provided to the Board
Upcoming priorities
Continued focus on rollout of supply chain agility programme
Monitoring impact of supply chain disruption on operations, including through Audit Committee risk reviews
Supervision of initiatives to improve sustainability and supply chain resilience
140

Governance (continued)

Communities
We aim to create long-term value for the communities in which we live, work, source and sell
We can help build thriving communities and strengthen our business through empowering people, increasing access to opportunities and championing inclusion and diversity
What we believe matters most to them
Impact of our operations on the local economy
Access to skills development, employment and supplier opportunities
Inclusion, diversity and tackling inequality in all forms
Responsible use of natural resources, biodiversity and sustainability
Transparency and engagement
How the Board seeks to engage
Setting targets and monitoring progress on broader societal matters, including promoting positive drinking, inclusion and diversity
Considering the environmental and social consequences for communities of its key decisions, including encouraging inclusion and diversity, equal employment opportunities, skills development and support for communities and through wider value chains

Reporting to the Board
Quarterly reports provided to Board on progress made in relation to 'Society 2030: Spirit of Progress' targets
Reports on macro-economic and socio-political events provided to Board by management
Upcoming priorities
Monitoring progress in relation to positive drinking programmes, including SMASHED and similar initiatives
Supporting management in advocacy in relation to water stewardship ambitions

Investors
We want to enable equity and debt investors to have an in-depth understanding of our strategy, our operational, financial and holistic performance, so that they can more accurately assess the value of our business and the opportunities and risks of investing in it
What we believe matters most to them
Strategic priorities, opportunities and risks
Financial performance
Corporate governance
Leadership credentials, experience and succession
Executive remuneration policy
Shareholder returns
Environmental, inclusion and diversity, and social commitments and progress
How the Board seeks to engage
Regular engagement between key investors and Chief Executive and Chief Financial Officer through Investor Relations programme of events
Participation in investor conferences such as the Consumer Analyst Group of New York meeting in February 2023
Hosting investor events such as the Diageo Scotch day in June 2023
Attendance at the Annual General Meeting in October 2022, including responding to questions from shareholders
Reporting to the Board
Monthly reports compiled by Investor Relations team provided to the Board, providing details on engagement sessions with investors and key trends
Biennial survey of investor sentiment carried out by external consultancy and report provided to the Board
Upcoming priorities
Continued proactive engagement with investors through structured programme of engagement activities over the year
Preparing for the Annual General Meeting to be held in September 2023
Engaging directly with investors through roadshow following announcement of fiscal 23 results
141

Governance (continued)

Governments and Regulators
The regulatory environment is critical to the success of our business
We share information and perspectives with those who influence policy and regulation to enable them to understand our views on areas that can impact public health and our business
What we believe matters most to them
Compliance with applicable laws and regulations
Contribution to national and local economic development and public health priorities
International trade, excise, regulation and tackling illicit trade
Tackling harmful drinking and the impact of responsible drinking initiatives
Climate change and water sustainability agendas, including carbon reduction, human rights, environmental impacts, sustainable agriculture, biodiversity and support for communities
How the Board seeks to engage
Indirect engagement through periodic updates from Chief Executive and corporate relations executives
Review of macro-economic and geopolitical developments as part of strategy sessions
Updates on regulatory developments, including in relation to non-financial reporting, corporate governance and public policy
Reporting to the Board
Reports on socio-political events and issues periodically provided to the Board
Developments in regulatory matters, including governance and reporting obligations, are included in biannual reports to the Board prepared by management
Upcoming priorities
Monitoring developments in regulation and best practice in respect of non-financial reporting requirements, corporate governance and audit regime
Supporting management's advocacy in relation to key public policy matters including water stewardship, positive drinking, inclusion and diversity

Our peoplePrincipal Board decision – Transforming our business processes and systems
Our people areIn May 2022, the Board approved the commencement of a multi-year project with the aim of improving Diageo’s internal processes and upgrading its financial systems and technology. This project is expected to be a significant business change programme introducing more intuitive business processes, powered by technology, to provide better access to data and information in order to enable quicker and more informed decision-making. The project, which is expected to be implemented over a five-year period, has been designed to enhance Diageo’s business resilience and controls environment through simplifying and standardising the group’s ways of working across its functional domains. A key part of the project will be a transition to a new cloud-based enterprise resource planning platform, SAP S/4 HANA, which will be used to manage Diageo’s day-to-day business activities, enabling the flow of data between the group’s business processes in a way which minimises duplication and provides data integrity. During the course of fiscal 23, the progress of the project has been monitored by both the Board and Audit Committee due to its importance to the company’s controls and reporting capabilities. For example, at its meetings in January 2023 and April 2023 the Audit Committee reviewed reports from the project team and supervised key decisions. These included the appropriate timing and phasing of rollout of the project, the need to ensure standardisation of end-to-end process ownership through a global process ownership model, the establishment of appropriate governance structures for the project, and the selection and engagement of key third-party suppliers and partners for implementation.
The Board has also considered a number of broader interdependencies between this project and other matters, including its relationship with the company’s culture and workforce capabilities, and the impact of the project on the scope of work of certain other functions. One related matter was the impact of the change in the company's functional currency to US dollar which took effect from 1 July 2023, as noted on page 279. As it was important to ensure that the company's reporting systems were capable of operating in a different currency, the Board was kept informed of the work being undertaken to prepare the company's reporting systems to minimise any disruption and ensure a smooth transition. As a result, when the functional currency change took effect, the Board approved go live of the systems change and approved a change in the company's presentation currency to US dollar to provide a better alignment of the reporting of Diageo's performance with its business exposures. The Board has also decided that commencing with the interim dividend to be declared in January 2024 and paid in April 2024, it intends to declare future dividends denominated in US dollar but that, subject to the relevant resolutions being passed at the coreforthcoming AGM, holders of our business. We aimordinary shares will continue to buildreceive their dividends in sterling and will be offered the option to elect to receive their dividends in US dollar instead while holders of the company's ADRs will continue to receive dividends in US dollar as is currently the case.
The potential implications of the project on key stakeholder groups have been important factors in these considerations, as required under Section 172 of the Companies Act. These have included:
the impact of this project on the day-to-day activities and experience of employees and the wider workforce, including in particular the importance of simplification and streamlining of internal processes, as noted by feedback consistently received through the various engagement structures used by the Board to understand workforce views;
the improved capabilities in terms of accessibility and robustness of data as a trusting, respectfulresult of implementing the new platform, which should enable quicker reporting both internally but also to external stakeholders including regulators and inclusive culture where our people feel engagedauthorities;
142

Governance (continued)
the benefits for investors and fulfilled. We want our peopleanalysts in better understanding business performance by minimising foreign exchange volatility through the presentation of results and declaration of dividends in US dollars, consistent with the company's functional currency and more representative of its underlying business;
the ability to feel that their human rights are respectedoffer choice to shareholders as to which currency in which to receive payment of dividends; and that they are treated with dignity at work.
the implications of the new platform for supply chain third parties and customers, including customer and vendor lifecycle management processes, product sales reporting and returnable packaging management.

What mattersWider stakeholder engagement
Diageo has ambitious goals across a variety of social and environmental targets and has a long track record of working with stakeholders to themachieve these goals. Our ambition to be one of the best performing, most trusted and respected consumer products companies in the world can only be achieved through engagement and partnership with our stakeholders. The Board and its members have engaged directly and indirectly with a number of its key stakeholders during fiscal 23, which has seen continued volatility and uncertainty in many markets and has sought to understand and respond to stakeholder considerations in making its decisions and determining the company’s strategy and goals. These include the following activities:
PrioritisationDuring fiscal 23, the Board met and engaged with the company’s key customers in North America, discussing their experience of health, safetyworking with Diageo including over the period of the Covid-19 pandemic, how the company’s ‘Raising the Bar’ programme and wellbeing; Learningother support measures assisted them during this period and development opportunities; Purpose, culturethe impact of inflation and benefits; Contributingcost-of-living pressures on current consumer trends. Feedback received from customers in different markets is also reported to the growthBoard by the Chief Executive in her regular performance summaries. Customer feedback about market trends and consumer activity, as well as the performance of the company’s portfolio, is an important input into the company’s consumer insights tools which are used as guidance for innovation, product development and marketing initiatives.
The Board has continued its annual cycle of visits to different Diageo offices and production sites during fiscal 23. Directors met in Scotland in November 2022 for a multi-day meeting including an immersion into our production processes and facilities and a deep dive into the commercial and marketing aspects of our brandsscotch whisky business. Meeting a broad group of employees supporting our production and performance; Promotionscotch businesses enabled a deep understanding of inclusionthe complexity of long-term forecasting and diversity; Sustainabilitydemand planning on production and maturation timelines for aged liquids. This is particularly relevant to recent decisions in relation to significant capital investment in our supply chain including in distillation and maturation capacity, where learnings from our supply sites in Scotland can be applied in relation to developing our supply capacity in other markets, including for example in respect of tequila production in Mexico.

HowThe Board’s workforce engagement programme is a well-established process with regular engagement sessions held with different parts of the Board engages and responds
The Board maintains an active dialogue with Diageo’s employees and widerglobal workforce including contractors and temporary staff. As travel restrictions were lifted duringover the course of the year, involving all Non-Executive Directors. These sessions provide Non-Executive Directors were able to resume travel and site tours including visitswith insights into the company’s culture which are then fed back to the group’s officescompany’s engagement teams and used to shape our approach to people. See page 142-143 for this year’s workforce engagement statement which includes further details of the programme.
Engagement with investors and analysts has remained a focus during fiscal 23, with a programme of regular meetings, calls and other engagement activities coordinated by the Investor Relations function. Highlights include participation by Board members, including the former and current Chief Executives and the CFO, alongside other senior executives at the annual Consumer Analyst Group of New York meeting held in London, its consumer experience centresFebruary 2023 in Florida. Investor representatives and analysts were also invited to attend a presentation at Johnnie Walker Princes Street in Edinburgh and at the Guinness Storehouse in Dublin, and its production sites, distilleries, maturation facilities and packaging plants in Scotland and its brewery and distillation sites in Ireland. These visits enable the Board to engage directly with local management and other employees during presentations, site and trade visits, as well as at social events. Indirect engagement with employees also takes place through works councils, employee and workforce forums, community groups, pulse surveys and town hall meetings, most of which have been conducted virtually this year. The global survey of employees known as Your Voice is carried out annually and its findings are reviewed by the Board. This year our Non-Executive Directors have taken part in the Board's engagement programme, engaging directly with a wide range of employees in different markets, supporting the Chairman in his role as designated non-executive director for workforce engagement.
These direct engagements have enabled our Non-Executive Directors to have candid and constructive discussions with employees, to understand better their views and experiences of working at Diageo, including what works well and what needs improvement. Common themes and feedback from these engagement sessions are reported by the Chairman and other participating Directors to the rest of the Board. For example, the need to collaborate and further simplify internal decision-making processes across the business, in order to enable more pace and agility, had been identified through these engagements. Following this feedback, management encouraged the formation of cross-functional ’sprint teams’ to identify, focus on and swiftly address specific risks and opportunities for the business.
Diageo’s Workforce engagement statement is set out on pages 161-162.

Consumers
Understanding our consumers is critical for the long-term growth of our business. Consumer motivations, attitudes and behaviour form the basis of our brand marketing and innovation. We want our products to be enjoyed responsibly and for consumers to 'drink better, not more'.

What matters to them
Choice of brands for different occasions, including no- and lower-alcohol; Innovation in heritage brands and creation and nurturing of new brands; Responsible marketing; Great experiences; Product quality; Sustainability and societal credentials; Price

How the Board engages and responds
The Board is aware that the company’s continued success is dependent on having a deep understanding of our consumers, their behaviours and motivations andfocussed on the company’s ability to respond to those consumer insights by ensuring that it has an attractive portfolio of products across multiple categories, channels, markets and price points. The Board regularly reviews emerging consumer trends at the Annual Strategy Conference, during which the Board receives presentations from senior executives on emerging trends, the risks and opportunities resulting from those trends and how the company is responding to them. At this year’s Annual Strategy Conference held in May 2022, the Board reviewed in particular the digital economy, Reserve and luxury brand portfolios, disruptive
156

Governance (continued)
consumer trends, and the importance of ESG to consumers. At other meetings during the year, the Board has reviewed the group’s innovation pipeline, its e-commerce strategy and digital capabilities, new consumer attitudes and public policy priorities as economies recover from the pandemic. The Board has also reviewed the potential impact of inflationary pressures on consumer behaviour and on the ability of the company's supply chain to respond to evolving consumer trends. The Board has consciously made capital allocation and strategic decisions based on these consumer insights, investing in additional production capacity in growing categories such as tequila, consumer experience centres, including the Guinness microbrewery and culture hub in London, and actively managing the group's portfolio through acquisition and divestment.

Customers
We work with a wide range of customers, big and small, on-trade and off-trade, retailers, wholesalers and distributors, digital and e-commerce. We want to nurture mutually beneficial relationships to deliver joint value and great consumer experiences.
What matters to them
A portfolio of leading brands that meets evolving consumer preferences; Identification of opportunities that offer profitable growth; Insights into consumer behaviour and shopper trends; Trusted product quality; Innovation, promotional support and merchandising; Availability and reliable supply and stocking; Technical expertise; Joint risk assessment and mitigation; Sustainability and societal credentials

How the Board engages and responds
Maintaining a broad portfolio with consumer offerings at a variety of price points and categories is also a key priority for customers, as it is for consumers and therefore for Diageo. The Board regularly reviews both innovation and inorganic opportunities to enhance the company'sscotch whisky portfolio and to ensure that it has sufficient breadth and depth in its portfolio to meet consumer demand. Duringbusiness led by the year, the Board has continued to shape the group's portfolio of brands through disposals, including of brands such as Picon sold in May 2022 and acquisitions of brands such as the fast growing super-premium flavoured tequila brand 21Seeds. In addition to inorganic opportunities, during the year the Board has approved investment in new research and development facilities in Shanghai to further our product innovation capabilities, using insights into consumer behaviour and shopper trends to enable the development of new products which appeal to Chinese consumers and enhance our portfolio offering for local customers.

Suppliers
Our suppliers, service providers and agencies are experts in the goods and services we need to create and market our brands. We collaborate with them to deliver high quality products, marketed responsibly, and to improve our collective impact, ensure sustainable supply chains and make positive contributions to society.

What matters to them
Strong, mutually beneficial partnerships; Strategic alignment and growth opportunities; Fair contract and payment terms; Collaboration to realise innovation; Consistent performance measures; Joint risk assessment and mitigation; Sustainability and societal credentials

How the Board engages and responds
Ensuring resilient and robust supply chains has been a priority for the Board during the year. The Board has reviewed the group's supply footprints in key markets including North America with the aim of ensuring resilience and flexibility in its supply chain, responding to climate change risk and reducing its environmental impact as well as responding to emerging consumer trends in relation to convenience and the 'at home' occasion. The Board has also reviewed and approved a number of significant procurement agreements over the year, diversifying the sourcing of certain key raw materials and components such as glass bottles and cans, in order to procure sufficient production materials to meet projected consumer demand over a number of years. The Board considers that it is important that the group remains a trusted partner for suppliers, with the relationship enhanced through fair contract and payment terms, compliance with Diageo’s ‘Partnering with Suppliers Standard’, working collaboratively to mitigate our impact on the environment through shared best practice and learnings in respect of ESG commitments such as our 'Society 2030: Spirit of Progress' goals.

Principal Board decision - Investing in tequila to support long-term growth
Over the past few years, tequila has been one of the fastest growing spirits categories with Diageo’s organic net sales having grown 25% in F20, 79% in F21, and 55% in F22, through brands such as Casamigos, Don Julio and DeLeón. Continued growth is expected in the tequila category as a result of strong demand from customers and consumers, especially in North America. Since tequila is produced from agave plants grown only in the Jalisco region in Mexico, usually with a maturity of six or more years old, securing availability of adequate volumes of high quality raw materials is of critical importance to ensure continued supply to meet the demands of consumers and our customers. The supply of agave is also largely dependent on a large number of small-scale growers with limited infrastructure and capability to supply large volumes of raw materials, resulting in a volatile commodity market. In addition, while Diageo had existing distillation, warehousing and maturation facilities at El Charcón in Atotonilco El Alto, Jalisco, these were insufficient to meet forecast volumes over the long-term. Recognising the need for both agility in securing adequate raw materials in the short-term and for strategic investment in the company’s production capacity over the long-term, in April 2021 the
157

Governance (continued)
Board approved a delegation of authority to a dedicated tequila supply council to make purchases of agave and liquid within certain parameters during the course of fiscal 22 while also authorising management to review various options to expand its production footprint in Jalisco including through acquisition or expansion. At subsequent Board meetings throughout the year, the Board monitored the levels of investment incurred on agave and liquid under that delegated authority while also approving plans to expand its manufacturing footprint in Mexico through an investment of more than $500 million. The Board also reviewed management’s supply chain and procurement strategy for tequila, which took into consideration management’s updated assessment as to the long-term volume growth of the category, the company’s approach to agave procurement and its capital investment requirements in direct operations and contracted supply. There were multiple factors which the Board took into consideration when making these decisions, including potential impacts on different stakeholder groups as required under s.172 of the Companies Act, for example:
•    the potential demands of consumers and customers over a 10-year timescale, including under different growth scenarios, and the need for robust forecasts and modelling in demand and growth over such an extended period;
•    the potential for surplus agave availability over that same period, given planting and growth cycles, and any consequent impact on pricing;
•    implications of the expansion of existing production facilities or the construction of new facilities on the ability of the company to achieve its 'Society 2030: Spirit of Progress' targets, including incorporating sustainability by design into capital expenditure planning through, for example, investment in renewable energy, reduction of carbon emissions and efficiencies in water usage;
•    assessing and balancing the impact of expanding our supply footprint on the local environment and communities including responsible water use in areas suffering from water-stress and the potential for increased employment and development opportunities in the local community, including through initiatives such as Hablemos de Emprendedoras, a skills programme for female entrepreneurs in Jalisco; and
•    the ability of third party suppliers and contractors to meet Diageo's requirements, not only as to quality, volume, price and standards, but also as to compliance with our Partnering with Suppliers policy setting minimum standards in areas such as human rights, health and safety, inclusion and diversity, and environmental sustainability.

Communities
We aim to create long-term value for the communities in which we live, work, source and sell. By ensuring we empower people, increase their access to opportunities and champion inclusion and diversity, we can help build thriving communities and strengthen our business.

What matters to them
Impact of our operations on the local economy; Access to skills development, employment and supplier opportunities; Inclusion, diversity and tackling inequality in all forms; Responsible use of natural resources and sustainability; Transparency and engagement

How the Board engages and responds
The Board considers the maintenance of close and supportive relationships with the communities in which Diageo operates to be of particular importance to the company, especially given the impact of inflation and economic instability on communities recovering from the impact of the pandemic. During the year, the Board has regularly reviewed progress towards the company's 'Society 2030: Spirit of Progress' goals including in relation to those which impact on communities and broader society. The Board has also supervised the second year of the 'Raising the Bar' programme, Diageo's $100 million fund supporting the recovery of the on-trade and hospitality industry which concluded at the end of the financial year.

Investors
We want to enable equity and debt investors to have an in-depth understanding of our strategy, our operational, financial and holistic performance, so that they can more accurately assess the value of our shares and the opportunities and risks of investing in our business.

What matters to them
Strategic priorities; Financial performance; Corporate governance; Leadership credentials, experience and succession; Executive remuneration policy; Shareholder returns; Environmental, inclusion and diversity, and social commitments and progress

How the Board engages and responds
Thecurrent Chief Executive supported by the Chief Marketing Officer and the Chief Financial Officer, are in regular contact with investors with the assistance of the investor relations department, and as such engage directly and most frequently with investors using a variety of different engagement methods. For example, in November 2021 the Chief Executive, Chief Financial Officer and other senior executives hosted a Capital Markets Day with investors which included sessions on brand building, supply chain, long-term sustainable growth and culture. The Board is also provided with monthly investor relations reports, which includes coverage of the company by sell-side analysts. The Board ensures that all Directors develop an understanding of the views of major institutional shareholders through a periodic independent survey of shareholder opinion, which was carried out this year. In addition, major shareholdersalso webcast. Materials from these sessions are invited to raise any company matters of interest to them at meetings with the Chairman of the Board, the Chairman of the Audit Committee, the Chairman of the Remuneration Committee or any other Director. Shareholders are invited to write to the Company Secretary, Chairman or any other
158

Governance (continued)
Director and express their viewsavailable on any issues of concern at any time, including by way of email to a dedicated address for the Company Secretary and his team. The AGM also provides a regular opportunity for shareholders to put their questions in person and to hear other shareholders put their questions to the Board. The 2021 AGM was held as the company's first 'hybrid' meeting with shareholders attending both physically, as in traditional AGMs, or by remote or virtual means, while still being able to engage directly with the Board, viewing the meeting online, asking questions and voting on resolutions through a portal.

https://www.diageo.com/en/investors/results-reports-and-presentations.
Governments and regulators
The regulatory environment is critical to the success of our business. We share information and perspectives with those who influence policy and regulation to enable them to understand our views on areas that can impact public health and our business.

What matters to them
Contribution to national and local economic, development and public health priorities; International trade, excise, regulation and tackling illicit trade; Tackling harmful drinking and the impact of responsible drinking initiatives; Climate change and wider sustainability agenda, including carbon reduction, human rights, environmental impacts, sustainable agriculture and support for communities; Corporate behaviour

How the Board engages and responds
The Board engages indirectly with government, regulators and policymakers through regular reports from the Chief Executive as well as periodic updates from management. In particular, the Board has received regular briefings during the year on the macro-economic environment, world events and emerging geopolitical trends. Management provided the Board with an analysis of potential developments in regulation and tax policy as countries recover from the pandemic. The Board ensures that the company works closely with governmental and non-governmental bodies in relation to policy as to positive drinking, responsible advertising of alcoholic products, and education to enable consumers to make better choices about alcohol.

Wider stakeholder engagement
Fiscal 22 has been another year of volatility and instability resulting from supply chain disruption, inflationary pressures and dislocation. Despite this instability, the Board and executive management have continued to engage with the company’s stakeholders and respond to their needs in a variety of ways, including:
•    The company’s $100 million global ‘Raising the Bar’ programme, in its second year during fiscal 22, continued to support customers, pubs and bars recover from hardship resulting from the pandemic and enabling them to serve their consumers. The programme allows us to respond with flexibility to address specific issues faced in different markets; for example, in India this year the fund was used to support the vaccination of bar staff.
•    With travel restrictions lifting in a number of markets, the Board has resumed physical meetings and visits to Diageo offices and production sites, enabling face-to-face engagement sessions with our workforce again. See page 96 for more details of our workforce engagement programme this year.
•    Senior management travelled to meet and engage with key North American customers in New York and distributors from Asia-Pacific in Singapore.
•    Executive directors and senior management hosted more physical meetings with investors and shareholders during the year, including in London and New York, while also continuing with virtual meetings where appropriate given the circumstances, including for example the Capital Markets Day in November 2021.
Further information on our stakeholders, what we think is important to them and how the Board engages and responds to them can be found on pages 156-159.137-140. A case study summarising how key stakeholder considerations were taken into account by the Board during fiscal 23, as required by Section 172 of the Companies Act, in relation torespect of one of its principal decisions during fiscal 22 is set out on page 159.141.


Executive direction and control
Executive Committee
The Executive Committee, appointed and chaired by the Chief Executive, supports himher in discharging hisher 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 operational and functional components of the business: North America, Europe, and Turkey, Africa, Latin America and Caribbean, Asia Pacific, Supply Chain and Procurement and Corporate. The Executive Committee focusesfocusses its time and agenda to align with the Performance Ambition and how to achieve Diageo’s financial and non-financial performance objectives. Performance metrics have been developed to measure progress. There is also focus on the company’s reputation. In support, monthly performance delivery calls, involving the managing directors of each market, focus on current performance. Committees appointed by the Chief Executive and intended to have an ongoing remit, including the Audit & Risk Committee, Finance Committee and Filings Assurance Committee, are shown (with their remits) at https://www.diageo.com/en/our-business/corporate governance.

159143

Governance (continued)
Performance evaluation
With the assistance of the Company Secretary, the evaluation of the Board's effectiveness, including the effectiveness of the Board's Committees and directors,Directors, was undertaken from December 20212022 to January 2022.2023. The purpose of the evaluation was to review and evaluate how the Board and its Committees operate as measured against current best practice corporate governance principles framed by reference to Principle L and Provisions 21, 22 and 23 of the Code.


160

Governance (continued)
December 2021 - Internal evaluation process
This year's evaluation was an internally managed process, was performed internally, comprising an online questionnaire for all Directors to complete, designed to gather an assessment of a questionnaire sub-divided into five sections focussing respectivelythe level of satisfaction with specific areas and to enable each Director to express their views on them. The evaluation focused on Directors' views on three areas, being (i) Board composition, and processes, Board effectiveness, behavioursbalance and performance, individual Directors’ performance(ii) Board and Committees’Committee topics, support and provision of information, and (iii) Committees' effectiveness and performance. Responses to questions were sent to the Chairman of the Board and responses on the effectiveness of the Committees were also submitted to the respective Committee Chairmen. Following receipt of responses on the evaluation on the Chairman, the Senior Independent Director held a meeting with the Directors without the Chairman present to provide feedback in relation to the Chairman, consistent with the requirements of the Code. The results of the evaluation process were reviewed by the Board at its meeting in January 20222023 at which various actions were agreed to be taken. It is the Board’s intention to continue to review annually its performance and that of its Committees and individual Directors, with such evaluation being carried out by an external facilitator every three years. The evaluation to be undertaken in 2023 will be undertakencarried out by the end of the calendar year with the assistance of an external facilitator.facilitator, which will be engaged in due course following completion of a tender process. The Chairman has confirmed that the Non-Executive Directors standing for re-election at this year’s AGM continue to perform effectively, both individually and collectively as a Board, and that each demonstrates commitment to their roles.
The main conclusions and key areas for focus highlighted by the December 20212022 evaluation are set out in the table below.


Board evaluation
Main conclusionsKey actions for focus
Board composition, membership and appointment processesGeneral feedback
Recent appointmentsBroad satisfaction with the composition, expertise and performance of directors have ensured appropriate quality, experience, background and diversity on the Board
Strong satisfaction that the Board isand content of sufficient size, balance, skills and diversity to discharge its duties
Review succession planning and pipeline at executive and senior management levels
Continue to review the balance of skills, experience and knowledge of the Board
Continue to review and enhance induction programme for new directors
Board administration, meetings, agenda and provision of information
Strong satisfaction for the layout and format of Board papers
Ensure adequate time is allocated for presentations, deep-dives and discussion during meetings
Ensure appropriate topics for consideration at meetingsDiversity, inclusivity and openness of the Board are strengths
Performance of the Committees was felt to be strong and led well by the respective Chairs
Continue to build Board’s awarenessencourage culture of analysts’ views of the industry by circulating key reports periodicallyopen discussion amongst Board members and with Executive Committee members
EnhanceThere remain opportunities for improvement in the interactions between management and Board members
Board composition
Board members feel well integrated into the Board and company
Strong focus on succession planning, particularly over the short to mid term
Transition in Board composition will require continued focus on key areas of expertise and experience
Continue focus on Board and management succession planning and on ensuring pipeline of high-quality, diverse talent
Identify key areas for additional expertise and focus recruitment and talent pipeline on these areas in particular
Strategic focus
Continued focus on medium and longer-term issues, including tracking and reporting of key strategic decisions and investments
Regular discussions of culture and values are welcomed
Continued focus on ‘Society 2030: Spirit of Progress’ programme including approach to reporting in light of changing regulatory environment
Opportunities to enhance strategic focus of Board discussions, including in respect of emerging trends over the medium and long term
The workforce engagement process has been effective and beneficial
Increase focus on key strategic matters, emerging trends and medium to long-term issues, ensuring appropriate allocation of time and actions taken duringresources
Schedule post-completion reviews of key strategic decisions
Identify alternative ways of reporting progress in relation to ongoing initiatives and projects

Company secretarial support
Broad recognition of an effective Company Secretarial function and the yearsupport provided to the Board
Re-design of the Board induction process has been very positive
Pre-read materials have improved significantly; however, there is a desire for even greater focus on key issues
Continue to find opportunities for Board to engage with workforce in different geographies and to visit production facilities, sites and offices
Continue to improve Board papersdevelop and minutes processes
Board, Committee and Directors’ effectiveness and performance
Discussions amongst Directors are transparent, supportive and challenging
Supportenhance induction process for private sessions attended by Non-Executivenew Directors
Board has sufficient visibility and clarity as to wider stakeholder interests in its decision-making processes
Focus on forecast volumes in investment and capital expenditure proposals
IncreaseContinue focus on ESG matters to enable more detailed reviews on topics, including the 'Society 2030: Spirit of Progress' ambition, throughout the yearensuring high-quality pre-read materials, action closure and time allocation
Culture, values and purpose
Satisfaction with how values and expected behaviours have been communicated within the company and externally to stakeholders
Strategy of the company is consistent with its purpose, values and ambition
Demonstration of ethical leadership and display of the behaviours expected
Strong sense of understanding of the 'Society 2030: Spirit of Progress' ambition, its five pillars, targets and progress
Use ‘Pulse’ surveys to initiate sessions on culture from employees and other stakeholders’ perceptions


Workforce engagementEngagement statement
At Diageo, we believe that ourcreating an inclusive culture and an environment where people are criticalcan openly share their views and feel listened to our company’s success. In support of this, we place significant focus onis key to sustaining high levels of employee engagement and creating an environment where our people feel listened to.remaining a great place to work.
To help us understand employees’colleagues’ experience of working at Diageo, we listen to their views using both formal and informal channels.
Diageo’s workforce engagement initiativeWorkforce Engagement programme is an important formal channelway for our Chairman and Non-Executive Directorsthe Board to gather employee insights and feedback when it comes to Diageo’son key topics, including culture, strategy and ways of working. It is also ana valued opportunity for employeesteams to have direct access to members of the Board.
On 1 July 2019, the
144

Governance (continued)
Diageo’s Chairman was appointed the designatedhas acted as Non-Executive Director fordesignated to workforce engagement on behalf ofover the Board,past four years. In fiscal 23, together with sessions taking place throughout the year.
In line with this, in fiscal 22 the Chairman and ourall Non-Executive Directors, mettwelve sessions were held with 1,435 Diageo employees in 16 meetings, representing different levels,948 colleagues across all regions, functions and regions.
Most of these open and constructive sessions have been held virtually, however following the easing of Covid-19 travel restrictions in many parts of the world, during the second half of the fiscal year, the Chairman was also able to conduct four of these in person.organisational levels.
Sessions have been highly engaging, andwith the Chairman as well as ourand Non-Executive Directors have valued the conversations whichvaluing open conversations. These have highlighted many of the strong positive aspects of Diageo’s culture.
161

Governance (continued)
culture, as well as areas of opportunity.
The themes emerging from these workforce engagement discussions are:
Diageo’sColleagues shared their pride in working for Diageo and attributed this to the company’s advantaged culture, was called outwhich connects them with Diageo’s purpose and brands, as a strong positive -well as the quality of leadership and a source of pride - in a number of sessions, with inclusion and diversity, global brands and trust in leadership called out as key reasons.management’s focus on performance.
Diageo’s leadershipongoing commitment to ‘Society 2030: Spirit of Progress‘ targets, including a leading approach to inclusion and diversity, as well as an embedded approach to doing business in response to Covid-19 and the sense of pride that this has generated amongst colleagues was highlightedright way were positive highlights in several sessions.the discussions.
AsThe calibre of talent across the business is seen as a business we are doing more to givestrength and colleagues spoke positively about opportunities to work cross-functionally, something that they would like to see continue. There is also appetite for further exposure to global job opportunities.learning and career development.
SomeOverly complex systems and processes were highlighted as barriers that can at times prevent colleagues highlighted that we could do morefrom operating in the most efficient way. Improvements are being felt, and colleagues spoke positively of Diageo’s commitment to strengthen our culture of being bold and experimenting, for example by becoming better at discussing failures as well as successes.invest further in this area, including Diageo’s recently announced five-year investment into global digital transformation.
Colleagues mentionedacknowledged positive shifts that they feel positive towards the efforts madeare helping to simplify systems, toolsspeed up decisions, such as stronger cross-market collaboration, freedom to test and processes. Theylearn and quicker decision-making.
These themes were also highlighted that there are further opportunities to simplify as part of Diageo’s Radical Liberation initiative.
Some colleagues highlighted positive changesreflected in ways of working since the outbreak of the pandemic, including increased collaboration, flexibility and cross-functional working. However, it was also raised by some that workloads have felt increasingly demandingthis year's strong engagement results seen in the past two years.
Our focus on 'Society 2030: Spirit of Progress' is seen asglobal employee survey, Your Voice, where engagement levels grew a positive. There isfurther 1% to 84%, and pride in how this not only enhances our reputation, but also how it providesworking for Diageo with a platform to further engage with, and positively influence stakeholders in this space.is at an all-time high at 91%.
It was acknowledged that Covid-19 has accelerated the focus on digital, data and e-commerce agendas within Diageo. There is a desire for the company to lead the way in this area in order to drive growth and meet our consumers’ and customers’ changing needs.
Diageo’s drive for innovation was highlighted as a key strength in a number of markets and functions, with a desire to continue to do more.
The insightsInsights gathered from the workforce engagement sessions are reviewed and discussed periodically atheld by the Board, meetings, something that helps to inform key decisions. This year, insights were also discussedalongside broader listening tools such as part of a culture session during the Annual Strategy Conference in May.
Insights from the workforce engagement sessions and other forms of engagementYour Voice survey, have helped ensure weto listen and respond to the perspectives of our employees, andas well as identify specific areas to further enhance our employee experience.
In this coming year, Karen Blackett has taken over accountability as the designated Non-Executive Director for workforce engagement. Karen, along with all other Non-Executive Directors, will continue to engage in meaningful conversation with a wide range of colleagues to help shape our culture, policies and ways of working, and ensure these insights help to inform the Board’s decision-making.


Purpose, values and culture
Our advantaged culture at Diageo connects people's passion for our brands and purpose, drives ownership for performance, and is a key enabler in delivering our Performance Ambition. The ongoing evolution of our culture and capabilities is fundamental to successful talent attainment, engagement and retention, and therefore critical to our performance and growth. We have built a strong reputation for inclusion and diversity which, together with our 'Society 2030: Spirit of Progress' goals, has helped establish Diageo as an employer of choice to attract the very best talent. Through the Covid-19 pandemic, we have become more agile and resilient, enabled by flexible resource allocation as well as fuelling more measured risk taking and experimentation across the organisation. This culture is reinforced by Diageo's Code of Business Conduct which applies to all employees across the world and gives them tools and guidance to enable them to make the right choices and demonstrate the highest standards of integrity.
As set out in the schedule of matters reserved for the Board for decision, the Board is responsible for establishing Diageo’s purpose, values and culture. It thereforeculture and for monitoring how embedded that culture is within our business. Diageo has a responsibilitylong-established purpose and set of values which resonate strongly with our employees, as indicated by the Board's engagement sessions with Diageo's workforce and our employee surveys. We are very conscious that Diageo must operate with the highest standards of governance, doing business the right way, from grain to monitorglass. This principle is embedded in our Code of Business Conduct and assess how embedded Diageo's culture is and for ensuring that allglobal policies, and practices are aligned with its culture. our ‘Society 2030: Spirit of Progress‘ goals, and reflected in our ways of working. We are pleased that we have a strong reputation for inclusion and diversity which reflects our values, attracts the best talent and enables our people to succeed. In order to improve our pace, agility and resilience, we continue to look to simplify and streamline our internal processes including through the launch of a significant business process and systems transformation project which is implemented in phases over the next few years, further details of which are set out on pages 140-141.
There are a number of ways in which the Board monitors and assesses culture, including:
Site visits
Prior to the Covid-19 pandemic, Directors wereare encouraged wherever possible to visit the group’s offices, production facilities and sites in different markets and regions so that they can get a better understanding of the business and interact with employees and the wider workforce. While duringOver the pandemic travel was highly restricted, in more recent months site visits bylast year, Directors have resumed: Directors visited the company's new headquarters in London on a number of occasions as well as itsour offices in New York, meeting and interacting with employees. There have also been visits to our spirits production facilities, scotch brand homes and visitor centres in Scotland and Ireland where they were ablea number of Directors have also travelled or are planning to travel to other locations, including our tequila operations in Mexico. At these locations, Directors get the opportunity to meet and discuss issues with employees, to see how Diageo’s safety and sustainability processes work in practice, to talk with local management and workforce and to assess how effectively Diageo’s culture is communicated and embedded at all levels. As part of the Board's workforce engagement programme, the Chairman and other Non-Executive Directors regularly hold in-person and virtual meetings, townhalls and question and answer sessions with Diageo employees in different locations.locations over the course of the year.
Employee surveys
The Board receives reports from the Chief HR Officer on the results of the company’s global annual ‘Your Voice’ survey, including levels of employee engagement, employee perceptions of Diageo’s purpose and of their line managers (including net promoter scores), and any themes raised. The survey results also give visibility of areas on which management must continue to focus, including continued simplification and process improvement work across the business. Results of this year's 'Your Voice' survey are indicated on page 43.

162145

Governance (continued)
SpeakUp allegation reporting
The Business Integrity team provides regular reports to the Audit Committee of allegations of breaches of the Code of Business Conduct and other group policies, including those received through our confidential and independent whistle-blowingwhistleblowing service SpeakUp. These reports also include analyses of emerging trends, investigation status reports and closure rates, and summaries of actions taken. These reports enable the Directors to gain an understanding of common issues and action planning, as well as providing insights into how embedded Diageo’s purpose, values and culture are across its markets and functions.
For more details of the SpeakUp service, see pages 55 and 163.page 150.

Workforce engagement programme
Insights drawn from the Chairman’sBoard’s annual programme of workforce engagement are also used by the Board to monitor and assess the culture of the company. In recentcompany, with recommendations being fed back to management regularly with workforce engagement being discussed at Board meeting sessions twice a year. Over the past few years, the engagement programme has been expanded to enable otherall Non-Executive Directors to support the Chairmanparticipate by directly engaging with employees from a variety of regions, functions and levels in the business. From 1 July 2023, the role of Non-Executive Director with responsibility for workforce engagement transitioned from the Chairman to Karen Blackett. For more on workforce engagement, see pages 161-162.

142-143.
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 consolidated financial statements were approved and accords with the guidance issued by the FRC in September 2014, entitled ‘Guidance on Risk Management, Internal Control and Related Financial and Business Reporting’. The Board confirms that, through the activities of the Audit Committee described below, a robust assessment of the principal and emerging risks facing the company, including those that would threaten its business model, future performance, solvency or liquidity, has been carried out. These risks and their mitigations are set out above in the section of thisthe UK Annual Report dealing with principal and emerging risks on pages 82113 to 92.123.
The Board acknowledges that it is responsible for the company’s 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,in its report, it has reviewed the effectiveness of the company’s systems of internal control and risk management. During the year, in line with the Code, the BoardAudit Committee considered the nature and extent of the risks itthat the Board was willing to take to achieve its strategic goals and reviewed the existing internal statement of risk appetite, which had been updated this year by the Executive Audit & Risk Committee, andfollowing which the Audit Committee made a recommendation to the Board which was then considered and recommended to the Board by the Audit Committee.approved. The Audit Committee reviewreviews the company's principal risks regularly throughout the year in accordance with a schedule proposed by management with each such risk being reviewed by management in the Audit & Risk CommiteeCommittee prior to it being considered by the Audit Committee. The Board also regularly reviews emerging and disruptive risks as part of its Annual Strategy Conference, held this year in May,April in New York, from which a number of topics are identified for more detailed review by either the Board or the Audit Committee over the following 12 months. The company has in place internal control and risk management systems in relation to the company’s financial reporting process and the group’s process for the preparation of consolidated accounts. Further, a review of the contents of the company's public filings and disclosures, including its consolidated financial statements and non-financial disclosures, is completed by management through the Filings Assurance Committee to ensure that the contents of the company's interim and preliminary results announcements, Annual Report and Form 20-F appropriately reflect the non-financial and financial position and results of the group. Further details of this are set out in the Audit Committee report on pages 167-172.146-153.

Viability statement
In accordance with the Code, the Board has also considered the company’s longer-term viability, based on a robust assessment of its principal and emerging risks. This was done through the work of the Audit Committee which recommended the Viability statement to the Board. For further information about how the Board has reviewed the long-term prospects of the group, see page 4694 of the UK Annual Report.

Going concern
Management has prepared cash flow forecasts which havewere also been sensitised to reflect severe but plausible downside scenarios taking into consideration the group's principal risks. In the base case scenario, management has included assumptions for mid-single digit net sales growth, operating margin improvement and global TBA market share growth. In light of the ongoing geopolitical volatility, the base case outlook and severe but plausible downside scenarios have incorporated considerations for a slower post-pandemic economic recovery,prolonged global recession, supply chain disruptions, higher inflation and further geopolitical deterioration. Even under these scenarios, the group’s cash positionliquidity is still expected to remain strong, as the group's liquidityit was protected by issuing €1,650€500 million of fixed rate euro and £900 million $2 billion of fixed rate sterling denominateddollar-denominated bonds in the year ended 30 June 2022.2023. Mitigating actions, should they be required, are all within management’s control and could include reductions in discretionary spending such as acquisitions and capital expenditure, as well as a temporary suspension of the share buyback programme and dividend payments in the next 12 months, or drawdowns on committed facilities. Having considered the
146

Governance (continued)
outcome of these assessments, the Directors are comfortable that the company is a going concern for at least 12 months from the date of signing the group's consolidated financial statements.

163

Governance (continued)
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 £0.64£0.83 million during the year (2021(2022£0.39£0.64 million). These contributions were made almost exclusively to federal and state candidate committees, state political parties and federal leadership 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 a better understanding of the group and its views on commercial matters, as well as a generally improved business environment.

Directors' responsibilities in respect of the Annual Report, Form 20-F and financial statements
The Directors are responsible for preparing the Annual Report, the information filed with the SEC on Form 20-F and the group and parent company financial statements in accordance with applicable law and regulation. Company law requires the Directors to prepare financial statements for each financial year. Under that law, the Directors have prepared the group consolidated financial statements in accordance with UK-adopted international accounting standards and the parent company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 101 ‘Reduced Disclosure Framework’, and applicable law). In preparing the group consolidated financial statements, the Directors have also elected to comply with International Financial Reporting Standards issued by the International Accounting Standards Board (IFRSs as issued by IASB). The group has also prepared its consolidated financial statements in accordance with international financial reporting standards adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union.
Under company law, the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and parent company and of the profit or loss of the group and parent company for that period. In preparing the financial statements, the Directors are required to:
select suitable accounting policies and then apply them consistently;

state whether applicable UK-adopted international accounting standards, IFRSs issued by IASB and international financial reporting standards adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union have been followed for the group financial statements and United Kingdom Accounting Standards, comprising FRS 101 ‘Reduced Disclosure Framework’ and applicable law have been followed for the parent company financial statements, subject to any material departures disclosed and explained in the financial statements;
make judgements and accounting estimates that are reasonable and prudent; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and company will continue in business.
The Directors are responsible for safeguarding the assets of the group and parent company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The Directors are also responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and parent company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and parent company and enable them to ensure that the financial statements and the Directors’ Remuneration Report comply with the Companies Act 2006. The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the company’s website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.


164
147

Governance (continued)
Management’s report on internal control over financial reporting
Management, under the supervision of the Chief Executive and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over the group’s financial reporting.
Diageo’s internal control over financial reporting includes policies and procedures that: pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets; provide reasonable assurance that transactions are recorded as necessary to permit the preparation of financial statements in accordance with IFRS as issued by the International Accounting Standards Board (IASB), in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006 and IFRS adopted by the UK, and IFRSs as adopted by the EU; provide reasonable assurance that receipts and expenditures are made only in accordance with authorisation of management and the directors of the company; and provide reasonable assurance regarding prevention or timely detection of any unauthorised acquisition, use or disposition of assets that could have a material effect on the consolidated financial statements.
Management has assessed the effectiveness of Diageo’s internal control over financial reporting (as defined in Rules 13(a)-13(f) and 15(d)-15(f) under the United States Securities Exchange Act of 1934) based on the framework in the document ‘Internal Control – Integrated Framework’, issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in 2013. Based on this assessment, management concluded that, as at 30 June 2022, internal control over financial reporting was effective.
Any internal control framework, no matter how well designed, has inherent limitations, including the possibility of human error and the circumvention or overriding of controls and procedures and may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or because the degree of compliance with the policies or procedures may deteriorate.
PricewaterhouseCoopers LLP, an independent registered public accounting firm, who also audit the group’s consolidated financial statements, has audited the effectiveness of the group’s internal control over financial reporting, and has issued an unqualified report thereon, which is included on pages 215 to 217 of this document.

Changes in internal control over financial reporting
During the period covered by this report, there were no changes in internal control over financial reporting that have materially affected or are reasonably likely to materially affect the effectiveness of internal control over financial reporting.

Directors’ responsibilities in respect of the Annual Report and financial statements
The Directors are responsible for preparing the Annual Report, the information filed with the SEC on Form 20-F and the group and parent company financial statements in accordance with applicable law and regulations.


165

Governance (continued)
Compliance with US corporate governance rules
Under applicable SEC rules and the NYSE’s corporate governance rules for listed companies, Diageo must disclose any significant ways in which its corporate governance practices differ from those followed by US companies under NYSE listing standards. Diageo believes the following to be the significant areas in which there are differences between its corporate governance practices and NYSE corporate governance rules applicable to US companies. This information is also provided on the company’s website at www.diageo.com.
Basis of regulation: UK listed companies are required to include in their annual report a narrative statement of (i) how they have applied the principles of the Code and (ii) whether or not they have complied with the best practice provisions of the Code. NYSE listed companies must adopt and disclose their corporate governance guidelines. Certain UK companies are required to include in their annual report statements as to (i) how directors have complied with s.172 of the Act, which requires directors to promote the success of the company for the benefit of the members as a whole, having regard to the interests of stakeholders and (ii) how directors have engaged with and taken account of the views of the company’s workforce and other stakeholder groups. Diageo complied throughout the year with the best practice provisions of the Code and the disclosure requirements noted above, other than as described on page 190 of the Annual Report.
Director independence: the Code requires at least half the Board (excluding the Chairman) to be independent Non-Executive Directors, as determined by affirmatively concluding that a Director is independent in character and judgement and determining whether there are relationships and circumstances which are likely to affect, or could appear to affect, the Director’s judgement. The Code requires the Board to state its reasons if it determines that a director is independent notwithstanding the existence of relationships or circumstances which may appear relevant to its determination. NYSE rules require a majority of independent directors, according to the NYSE’s own ‘brightline’ tests and an affirmative determination by the Board that the Director has no material relationship with the listed company. Diageo’s Board has determined that, in its judgement and without taking into account the NYSE brightline tests, all of the Non-Executive Directors are independent. As such, currently nine of Diageo’s eleven directors are independent.
Chairman and Chief Executive: the Code requires these roles to be separate. There is no corresponding requirement for US companies. Diageo has a separate chairman and chief executive.
Non-Executive Director meetings: NYSE rules require Non-Management Directors to meet regularly without management and independent directors to meet separately at least once a year. The Code requires Non-Executive Directors to meet without the Chairman present at least annually to appraise the Chairman’s performance. During the year, Diageo has complied with these requirements with independent Non-Executive Directors, including the Chairman, meeting without the Executive Directors present five times and independent Non-Executive Directors meeting without the Chairman or Executive Directors present twice.
Board committees: Diageo has a number of Board committees that are similar in purpose and constitution to those required by NYSE rules. Diageo’s Audit, Remuneration and Nomination Committees consist entirely of independent Non-Executive Directors. Under NYSE standards, companies are required to have a nominating/corporate governance committee, which develops and recommends a set of corporate governance principles and is composed entirely of independent directors. The terms of reference for Diageo’s Nomination Committee, which comply with the Code, do not contain such a requirement. In accordance with the requirements of the Code, Diageo has disclosed on page 161 the results and means of its annual evaluation of the Board, its Committees and the Directors, and it provides extensive information regarding the Directors’ compensation in the Directors’ remuneration report on pages 176-209.
Code of ethics: NYSE rules require a Code of Business Conduct and Code of Ethics to be adopted for directors, officers and employees and disclosure of any waivers for executive directors or officers. Diageo has adopted a Code of Business Conduct for all directors, officers and employees, as well as a Code of Ethics for Senior Financial Officers in accordance with the requirements of SOX. See page 170 for further details.
Compliance certification: NYSE rules require chief executives to certify to the NYSE their awareness of any NYSE corporate governance violations. Diageo is exempt from this as a foreign private issuer but is required to notify the NYSE if any executive officer becomes aware of any non-compliance with NYSE corporate governance standards. No such notification was necessary during the period covered by this report.AUDIT COMMITTEE REPORT


166

Governance (continued)
Ensuring integrity across the business

Dear Shareholder
On behalf of the Audit Committee, I am pleaseddelighted to present the Committee’s report for the year ended 30 June 2022.2023.
The Audit Committee has carried outdischarged its duties duringresponsibilities over the year effectively and to a high standard,by providing effective independent oversight, with the support of management and the external auditors.

During the year, the The Committee dischargedhas carried out its role inof monitoring and reviewing the integrity of the company’s financial statements and reporting, its internal control and risk management processes, its audit and risk activities, business conduct and integrity, whistleblowing and breach allegation investigations, and the appointment and performance of the external auditor. The Committee also reviewed the company's principal and emerging risks and its approach to risk appetite and mitigations, focussing this year in particular on key risks including cyber security, climate change, data privacy and developments in international taxation. The Committee recommended the addition of a new principal risk relating to supply chain disruption, which the Board has approved. We also received and reviewed regularRegular reports on internal audits,audit findings, business integrity and controls assurance work, breach allegation and investigation processes as well as updates onwere given to and reviewed by the steps being taken to address internal audit findings and controls issues.
Committee. The Audit Committee has also been looking ahead towardsreviewed the company's principal and emerging risks, its approach to risk appetite and mitigations and has reviewed deep dives into key areas of potential future regulatory changesrisk including supply chain disruption, pension funding, cyber security and developing best practice. In particular, we note the UK government's proposed reforms to the auditIT resilience, climate change, counterfeit and corporate governance regime which were published on 31 May 2022product quality, pandemics and which include the creation of a new regulator for the audit industry, requirementsbusiness interruption, business ethics and integrity, and international taxation.
The Committee has also supervised progress in relation to a business transformation project which the company has commenced this year and which, once implemented, will enhance the company's internal reporting, systems and data management capabilities. Further details of this project are set out on page 142.
Over the past few years, we have been closely following proposed regulatory and reporting changes, including changes to the UK corporate governance and audit regimes, implications of future EU reporting requirements with regard to corporate sustainability and supply chain due diligence, and developments in US disclosure requirements including in relation to climate change. This year the Committee has supervised how the company is responding to and preparing for these changes, in particular focussing on its approach as to the development of internal processes and capabilities for the validation and assurance of non-financialexternally reported information and increased disclosure requirements in respect of internal controls. In anticipation of these reforms and under the supervision of the Committee, management has reviewed and implemented a number of changes in its approach to external reporting, including preliminary steps in determining the scope and contents of the company'sdrafting an audit and assurance policy. The Committeecompany has also monitored initiativestaken further steps this year to integrate its financial and non-financial disclosure processes to improve consistency and robustness in reporting with oversight by the Committee. We have also commenced an audit services tender process during fiscal 23 which we expect to complete before the end of other regulatory authorities to provide investors with consistent, comparable and reliable information on climate-related and ESG matters. We are supportive of regulation which enables informed investment decisions and support efforts to encourage harmonisation across regulatory regimes.the current year.
The performance of the Audit Committee was again evaluated this year as part ofand I am pleased to note that feedback from Directors indicated very strong satisfaction with the broader Board evaluation, concluding that the Audit Committee’s performance over the past year had continued to be excellent. Further details of the evaluation, its recommendations and actions can be found on pages 161. We areCommittee's performance.
The Committee remains committed to continuecontinuing to focus on fulfilling ourdischarge its duties with diligence.effectively and diligently during fiscal 24.

Alan Stewart
Chairman of the Audit Committee
167148

Governance (continued)
Role and composition of the Audit Committee
The formal role of the Audit Committee is set outfully described in its terms of reference, which are available at https://www.diageo.com/en/our-business/corporate-governance. The members of the Audit Committee are independent non-executive directors and it comprisesNon-Executive Directors being Alan Stewart (Committee Chairman), Melissa Bethell, Karen Blackett, Susan Kilsby, Valérie Chapoulaud-Floquet, Sir John Manzoni, Lady Mendelsohn and Ireena Vittal. The Chairman of the Board, the Chief Financial Officer, the General Counsel & Company Secretary, the Group Controller, the Head of Global Audit & Risk (GAR), the Chief Business Integrity Officer, the General Counsel Corporate, the Group Chief Accountant and the external auditor regularly attend meetings of the Committee. The Audit Committee met privately with the external auditor, the Chief Business Integrity Officer and the Head of GAR regularly during the year. During the course of the year, the Committee met five times and its duly appointed subcommittee met once. Details of attendance of all Board and Committee meetings by Directors are set out on page 154.126.

Reporting and financial statements
During the year, the Audit Committee reviewed the interim results announcement, including the interim financial statements, the Annual Report and associated preliminary results announcement and Form
20-F, focussing on key areas of judgement and complexity, critical accounting policies, disclosures (including those relating to contingent liabilities, climate change and principal risks), viability and going concern assessments, provisioning and any changes required in these areas or policies. The Audit Committee has also focussed in particular on the company’s approach to assurance and internal approvals processes,processes. The company has again looked to develop its non-financial reporting in a manner that enhances consistency with the financial reporting and developments in climate change risk reporting. Building onthroughout the approach taken during the previous yearStrategic Report, including in relation to reporting in compliance with the recommendations of the Task Force on Climate-related Financial Disclosures, duringDisclosures.
This year the year ended 30 June 2022Committee has also had oversight of management's transformation project to improve Diageo’s internal processes and upgrading its financial systems and technology, with a particular focus on its impact on the company has undertaken further risk assessmentscompany’s controls and scenario analyses,reporting capabilities. The impact of the change in the company's functional and accordingly increased its climate-related disclosures as furtherpresentational currency, which took effect in July 2023, was also considered by the Committee. Further details of this project are set out on pages 58-79.page 142.
The company has in place internal control and risk management systems in relation to the company’s financial and non-financial reporting process including the group’s process for the preparation of consolidated financial statements. A review of the consolidated financial statements and the draft Annual Report is completed by the Filings Assurance Committee (FAC) to ensure that the financial position and results of the group are appropriately reflected therein. In addition to reviewing draft financial statements for publication at the half and full year, the FAC is responsible for examining the company’s financial and non-financial information and disclosures, the effectiveness of internal controls relating to financial and non-financial reporting and disclosures, legal and compliance issues and determining whether the company’s disclosures are accurate and adequate. The FAC comprises senior executives such as the Chief Executive, the Chief Financial Officer, the General Counsel & Company Secretary, the General Counsel Corporate & Deputy Company Secretary, the Group Controller, the Group Chief Accountant, the Head of Investor Relations, the Head of GAR and the Chief Business Integrity Officer. The company’s external auditor also attends meetings of the FAC. As at the end of the period covered by the Form 20-F for the year ended 30 June 2022, the FAC, with the participation of the Chief Executive and Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of disclosure controls and procedures. As of the date of the evaluation, the Chief Executive and Chief Financial Officer concluded that the design and operation of these disclosure controls and procedures were effective to ensure that information required to be disclosed in the reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarised and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to management, including the Chief Executive and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure. The Audit Committee reviewed the work of the FAC and a report on the conclusions of the FAC process was provided to the Audit Committee by the Chief Financial Officer.
Diageo has carried out an evaluation, under the supervision and with the participation of management, including the Chief Executive and Chief Financial Officer, of the effectiveness of the design and operation of Diageo's disclosure controls and procedures (as defined in the US Securities Exchange Act Rule 13a-15(e)) as of the end of the period covered by this Annual Report. Based upon that evaluation, Diageo's Chief Executive and Chief Financial Officer concluded that, as of 30 June 2023, Diageo's disclosure controls and procedures were effective.

As part of its review of the company's Annual Report and associated disclosures, the Audit Committee has considered whether the report is ‘fair, balanced and understandable’ and provides the information necessary for shareholders to assess the company's position, performance, business model and strategy, as required by Principle N of the Code. In doing so, the Committee has noted the guidance issued by the FRC on this subject as well as best practice recommendations from external advisors. The Committee has considered factors such as whether the report includes descriptions of the business model, strategy and principal risks which are sufficiently clear and detailed to enable users to understand their importance to the company, whether the report is consistent throughout with the narrative reflecting the financial statements and understanding of directors during the year, that information is presented fairly, without omission of material information and not in a manner which might mislead users.

The Committee has also considered the presentation of GAAP and non-GAAP measures to ensure appropriate prominence is given to GAAP measures and that non-GAAP measures are presented consistently and can be clearly reconciled. The Audit Committee has also considered the governance and processes undertaken by management in drafting, developing and reviewing the contents of the Annual Report, which have been designed to ensure the robustness and adequacy of the information contained in it, including review by and input from senior executives, the company's advisors and through the work of the FAC. On this basis, the Audit Committee recommended to the Board that it could make the required statement that the Annual Report is ‘fair, balanced and understandable’.



149

Governance (continued)
FRC correspondence
The Committee reviewed a letter to the company from the FRC following their review of the company's interim results announcement for the six months ended 31 December 2022. The Committee was pleased to note that the FRC had no questions or queries to raise following their review, although their letter did include some matters which the FRC believed could be improved for the benefit to users. In its reply to the FRC, the company noted those comments and confirmed that they would be taken into consideration in future reporting. The Committee notes that the FRC's review does not provide assurance that the interim results were correct in all material respects as the FRC's role is not to verify information but to consider compliance with reporting requirements.

External auditor
During the year, the Audit Committee reviewed the external audit strategy and the findings of the external auditor from its review of the interim results and its audit of the consolidated financial statements.
168

Governance (continued)
The Audit Committee reviews annually the appointment of the auditor (taking into account the auditor’s effectiveness and independence and all appropriate guidelines) and makes a recommendation to the Board accordingly. Any decision to open the external audit to tender is taken on the recommendation of the Audit Committee. There are no contractual obligations that restrict the company’s current choice of external auditor. Following the last tender process, PwC was appointed as auditor of the company in 2015. Richard Oldfield became the lead audit partner for the year ended 30 June 2021, following the rotation of the previous partner, and has been the lead audit partner during the year ended 30 June 2023. After three years in role, Richard is stepping down as the lead audit partner at PwC on the conclusion of the audit for the year ended 30 June 2023. We thank Richard for his conduct of the audit during his tenure. Richard will remain asbe replaced by Scott Berryman. The selection process for the new lead audit partner was designed to identify the best qualified partner for the year ending 30 June 2023 onwards.role, to ensure audit quality. A shortlist of candidates was identified and interviewed by the Chairman of the Audit Committee and the Chief Financial Officer. The final selection was based on feedback from those interviews as well as an assessment of the candidates’ experience and expertise. We look forward to working with Scott, who has extensive knowledge of UK and US reporting requirements, and who we believe will continue to ensure the quality of the audit.
As the company is required to have a mandatory audit tender after 10 years, and, as the Audit Committee considers the relationship with the auditors to be working well and remains satisfied with their effectiveness and the quality of audit work, their geographical and professional capabilities, the Audit Committee does not currently anticipate that it will conductmanagement has initiated an audit services tender before itprocess which is requiredexpected to do so in 2025.complete during the year ending 30 June 2024. The Audit Committee considers that it is appropriate to initiate such a process at this time in order to beprepare for an adequate transition during 2025 in the best interests of the company’s shareholders for the reasons outlined above and will continue to monitor this annually to ensure the timing for theevent that a new audit tender remains appropriate, taking into account the effectiveness and independence of the auditor.
firm is selected. The company has complied with the provisions of The Statutory Audit Services for Large Companies Market Investigation (Mandatory Use of Competitive Tender Processes and Audit Committee Responsibilities) Order 2014 (CMA Order) for the year ended 30 June 2022.2023.

External auditor effectiveness and quality
The Audit Committee assesses the ongoing effectiveness and quality of the external auditor and audit process through a number of methods, commencing with identification of appropriate risks by the external auditor as part of its detailed audit plan presented to the Audit Committee at the start of the audit cycle. These risks were reviewed by the Committee and the work performed by the auditor was used to test management’s assumptions and estimates relating to such risks. The effectiveness of the audit process in addressing these matters was assessed through reports presented by the auditor to the Audit Committee which were discussed by the Committee at both the half-year, in January, and year-end, in July. Following completion of the audit process, feedback on its effectiveness was provided through review meetings with the company’s finance team and management and completion of questionnaires, in advance of management and the auditor providing assessments of auditor effectiveness and quality to the Audit Committee for consideration at its meeting in December. This year the questionnaire was updated to ensure more focus on the extent to which the auditor had challenged management. The auditor assessment is undertaken based on guidance issued to audit committees by the FRC in April 2016 and draft Minimum Standards for Audit Committees published by the FRC in November 2022, and includes consideration of the findings of the FRC's Audit Quality Review team which published its report on PwC in July 2022, periodic regulatory review carried out by the PCAOB and the Quality Assurance Department of the Institute of Chartered Accountants in England and Wales, as well as benchmarking of the auditor as against its peers. This year,In this year's assessment, the overall satisfaction with PwC's performance of the auditor was assessedrated as solid, with consistentremaining broadly flat as compared to the prior year. Decreases from the prior year resulted from two issues, being the audit process in relation to hyperinflation in Turkey and the audit of certain UK subsidiaries. Consistent strong feedback was provided as to auditor independence, quality control processes, professional expertise, business knowledge and quality communication between auditors and management.management, which was consistent with the prior year's assessment. Areas where continued focus was required included timely review and feedback on audit matters, better alignment in internal communication, resource continuity and use, and pro-activity in driving efficiencies, provision of best practice examples of processes and reducing overruns.controls, and transparency on audit activities throughout the year. It was concluded that the relationship between the auditor and management was strong and open, with good visibility of senior PwC team members.open and clear communications on areas and views which are considered significant.
During the external audit, the auditor challenged management duringon its approach taken as to impairment testing, including in relation to the courseimpact of draftingbusiness projects across a number of markets and economic conditions in India and Turkey, and other judgemental matters such as pension valuations and tax assessments. The auditor also challenged management while preparing the Annual Report in relation to whether disclosures as to the impact of certain risks in the financial statements were sufficiently consistent with and linked to the risks and disclosures set out in the Strategic Report and whether there was sufficient balance in the Strategic Report, on management's approach taken in relation to impairment testing and on other judgmental matters such as pensions valuations and actuarial assumptions. TheReport. These challenges were assessed by the Audit Committee assessed these challenges andwhich sought additional evidence from management in support of their assessments. For example, the Audit Committee requestedassessments, including requesting that independent legal opinions were soughtprovided as to the treatment of potential surplus assets under the rules of the relevant scheme in light of relevant accounting standards.certain tax positions.

150

Governance (continued)
AuditorExternal auditor independence
The group has a policy on auditor independence and on the use of the external auditor for non-audit services, which is reviewed annually, most recently in July 2022. This year there2023. When last reviewed, minor changes were minor changesagreed to be made to the policy’s contents, with amendments reflecting internal organisationalthe change in functional currency of the company and certain other administrative changes. Under the auditor independence policy, any member of the PwC global network shall provide to the company, its subsidiaries or any related entity only permissible services, subject to the approval of the Audit Committee after it has properly assessed through its governance process the threats to independence and the safeguards applied in accordance with the FRC Ethical Standard and US Public Company Accounting Oversight Board rules. These services are set out in full in the policy and are generally those which the external auditor is best placed to provide, which may include reporting required by law or regulation to be performed by the auditor and services where the services are closely linked to audit work and where the auditor's understanding of the group is relevant to the services. Any FRC permissible service to be provided by the auditor, regardless of the size of the engagement, must be specifically approved by the Audit Committee or its nominated delegate (being the Chairman of the Audit Committee) based on a defined scope of pre-approved services. The policy explicitly specifies the auditor independence review and approval mechanism process by the Committee for permissible engagements above the specified threshold of £100,000. Fees paid to the auditor for audit, audit-related and other services are analysed in note 3(b) to the consolidated financial statements. The nature and level of all services provided by the external auditor are factors taken into account by the Audit Committee when it reviews annually the independence of the external auditor. During the year, no non-auditnon-assurance related services were provided by the external auditor to the company, its subsidiaries or any related entity other than personal tax services provided to two Non-Executive Directors and the provision of services in connection with the issuance of senior notes by a group company.


169

Governance (continued)
'Financial expert’, recent and relevant financial experience
The Board has satisfied itself that the membership of the Audit Committee includes at least one Director with recent and relevant financial experience and has competence in accounting and/or auditing and in the sector which the company operates, and that all members are financially literate and have experience of corporate financial matters. For the purposes of the Code and the relevant rule under SOX, sectionSection 407, the Board has determined that Alan Stewart is independent and may be regarded as an Audit Committee financial expert, having recent and relevant financial experience, and that all members of the Audit Committee are independent Non-Executive Directors with relevant financial and sectoral competence. See pages 145-149 and 154127-128 for details of relevant experience of Directors.

Internal audit, and controls assurance and risk
The company’s internal GAR team undertakes an annual audit and risk plan by delivering a series of internal assurance and audit assignments across a variety of markets, processes, business units and functions. On the conclusion of each assignment, GAR issues a report on its findings which may also include an overall rating as to the status of the market, process or function being audited, detailed reasons for the rating and actions to be taken within a specific timetable. The Audit Committee receives regular reports from the Head of GAR on the latest reports issued.

This year GAR adapted its processes and audit design to undertakehas undertaken a number of audits of the group's end-to-end processes and procedures in addition to more customary market orand functional audits. Increasingly during the year, GAR undertook audits in person as travel restrictions were lifted in a number of key markets. The Audit Committee assesses the effectiveness of GAR by reviewing its annual audit plan at the start of the financial year, monitoring its ongoing quality throughout the year, and assessing completion rates and feedback provided following completion of the annual audit plan. Having carried out this assessment, the Audit Committee is of the view that the quality, experience and expertise of GAR is appropriate for the business.
The company operates a global controls assurance programme for controls in each market and function, which monitors compliance with and effective operation of the company’s controls framework. The Audit Committee receives regular reports on the status of the controls assurance plan, actions taken to enhance controls design and effectiveness, awareness training provided to employees, testing results and trends analysis derived from the company’s integrated risk management system. During this year, the oversight and responsibility for operating the global controls assurance programme was integrated with the internal audit function. The Committee also reviewed and approved changes to the principal risk descriptions and risk footprint, as well as receiving regular presentations and reviews of the status of its principal and emerging risks. This year, these reviews have covered areas including the elevation of Supply Chain Disruption as a separate principal risk, as further described on page 83.cyber security and IT resilience, climate change, counterfeit and product quality, pandemics and business interruption, business ethics and integrity, and international taxation.

Business Integrity programmes
Diageo is committed to conducting its business responsibly and in accordance with all laws and regulations to which its business activities are subject. We hold ourselves to the principles in our Code of Business Conduct, which is embedded through a comprehensive training and education programme for all employees. Our employees are expected to act in accordance with our values, the Code of Business Conduct and in compliance with applicable laws and regulations.
Our Code of Business Conduct and other global policies are available at https://www.diageo.com/en/our-business/corporate-governance.
The Audit Committee monitors compliance with the company’s ethical standards through the Business Integrity framework, which helps enhance and protect all aspects of the company’s business. Regular reports are provided to the Audit Committee by the Chief Business Integrity Officer on progress in providing guidance, training and tools for all levels in the business, completion rates for training modules, launch and rollout of new programmes or policies, monitoring use of whistle-blowingwhistleblowing mechanisms and investigating allegations of breaches.
151

Governance (continued)
Our Code of Business Conduct, available in 20 languages, sets out what Diageo stands for as a company and how Diageo operates, enabling all employees to understand what is required of them in working for Diageo. Annual training on the Code of Business Conduct and associated policies is mandatory for all managers and their direct reports globally, encompassing over 21,000 eligible employees during the year ended 30 June 2023. Training is delivered in an easily accessible e-learning format, with classroom training delivered to those employees who do not have regular access to a computer. The Code of Business Conduct and other global policies are available at https://www.diageo.com/en/our-business/corporate-governance.
Third-party risk is also managed through our Know Your Business Partner programme, which is designed to help the company evaluate the risk of doing business with a third-party before entering and during a contractual relationship. Business partners are assessed for potential risks including economic sanctions, bribery and corruption, money laundering, facilitation of tax evasion, data privacy and other reputational issues.
Employees and third-party business partners are encouraged to raise concerns about potential breaches of the Code of Business Conduct or policies, either to line managers, legal or HR colleagues, risk, compliance and Business Integrity function use systemsteams, or to SpeakUp, a confidential whistleblowing mechanism. SpeakUp is a global service administered by an independent provider, accessible online or by telephone. Where legally permitted, it can be used anonymously and data to allow for more efficient breach management oversight,reports kept confidential. Allegations are investigated by independent Diageo teams, with progress being monitored by the Business Integrity team. When allegations are substantiated, appropriate disciplinary and corrective actions are taken. The Audit Committee receives and reviews regular reports on allegations, including trends information, root cause analysis and identification of root causes, overall trends and indicators, and to monitor investigation closure rates, which are reported torates. Since all of Diageo's Non-Executive Directors attend the Audit Committee.Committee, all Non-Executive Directors who make up the Board routinely review the findings of the company's whistleblowing processes in accordance with the UK Corporate Governance Code.
During the year ended 30 June 2023, 629 allegations of breaches were reported which was broadly consistent with the prior year. The substantiation rate of allegations has also remained broadly consistent compared to last year, with 32% of cases confirmed as breaches (versus 30% in fiscal 22). As of the end of fiscal 23, 43 people exited the business as a result of breaches of our Code of Business Conduct or policies (fiscal 22: 54 people). This is due to a reduction in severity and type of breaches this year. The number of leavers for fiscal 22 has been restated due to a number of open cases from fiscal 22 being concluded this year. At the end of fiscal 23, we had 137 open cases, which may lead to more people exiting the business. See below a summary of reported and substantiated breaches over the past three years.

Reported and substantiated breaches

2021
2022
2023
13194139551259


13194139551267


13194139551275
òReported
òReported through SpeakUp
òSustantiated breaches
òCode-related leavers

Senior financial officers’ code of ethics and dealing code
In accordance with the requirements of SOX and related SEC rules, Diageo has adopted a code of ethics covering its Chief Executive, Chief Financial Officer, and other senior financial officers. During the year, no waivers were granted in respect of, this code of ethics. The full text of the code of ethics is available at https://www.diageo.com/en/our-business/corporate-governance.corporate-governance/compliance. Both the Audit & Risk Committee and the Audit Committee regularly review the strategy and operation of the Business Integrity programme through the year.

The company has also adopted a dealing code setting out requirements in relation to dealings in Diageo securities by Directors, Executive Committee members and certain other employees, which is designed to ensure compliance with applicable insider trading and market abuse regulations, in particular the UK Market Abuse Regulation.

Audit and Assurance Policy
During the year management has reviewed its approach to assurance in preparation for drafting and adopting an audit and assurance policy, consistent with the reporting requirements set out in draft legislation proposed by the UK Department for Business and Trade
170
152

Governance (continued)
in July 2023. The Committee has reviewed and discussed the principles on which such policy will be based and will continue to monitor management's development of the policy.

Committee activities
Details of the main areas of focus of the Audit Committee during the year include those summarised below:

Areas of focusStrategic priorityStrategic outcome
Corporate reporting
Half and full year external reporting updates
Interim and preliminary results review and approval
Annual Report and consolidated financial statements, Form 20-F review and approval
Implications of group functional and presentation currency change on reporting
DIA017_Icons_1-3.jpgDIA017_Icons_6-5.jpg
icon-EG.jpgicon-CVC.jpgicon-CT.jpg
Internal controls
GAR updates
Business Integrity updates including breach and reporting update
Controls testing update and s.Section 404 assessment
Implications on controls environment of systems and process changes
DIA017_Icons_1-3.jpg
icon-CT.jpg
External audit and assurance
Report on external audit at half and full year periods
Insights and observations on reporting review
Auditor independence and non-audit work reviews
Auditor independence policy review
Review of management representation letters
Appointment of auditor and review of terms of engagement and fees
Auditor performance and effectiveness review and assessment
Commencement of auditor tender process
Audit regime reform and approach to assurance, preparatory to drafting an audit and assurance policy
DIA017_Icons_1-3.jpg
icon-CT.jpg
Risk
management
Principal and emerging risk reviews and tracking
Risk updates, including group risk footprint and risk appetite review and approvals
Litigation,Supply chain disruption, counterfeit, product quality, climate change and sustainability, energy, pandemics and business interruption, cyber and IT resilience, pension funding, business transformation and tax risk reviews
DIA017_Icons_1-3.jpgDIA017_Icons_6-5.jpg
icon-EG.jpgicon-CVC.jpgicon-CT.jpg

Key
Strategic prioritiesStrategic outcomes
DIA017_Icons_1-3.jpg
Sustain quality growth
DIA017_Icons_3-2.jpg
Invest smartly
DIA017_Icons_5-4.jpg
Champion inclusion and diversity
icon-EG.jpg
Efficient growth
icon-CT.jpg
Credibility and trust
DIA017_Icons_2-1.jpg
Embed everyday efficiency
DIA017_Icons_4-6.jpg
Promote positive drinking
DIA017_Icons_6-5.jpg
Pioneer grain-to-glass sustainability
icon-CVC.jpg
Consistent value creation
icon-EP.jpg
Engaged people
153

Governance (continued)
Management’s report on internal control over financial reporting
Management, under the supervision of the Chief Executive and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over the group’s financial reporting.
Diageo’s internal control over financial reporting includes policies and procedures that: pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets; provide reasonable assurance that transactions are recorded as necessary to permit the preparation of financial statements in accordance with IFRS as issued by the International Accounting Standards Board (IASB), and in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006 and IFRS adopted by the UK; provide reasonable assurance that receipts and expenditures are made only in accordance with authorisation of management and the directors of the company; and provide reasonable assurance regarding prevention or timely detection of any unauthorised acquisition, use or disposition of assets that could have a material effect on the consolidated financial statements.
Management has assessed the effectiveness of Diageo’s internal control over financial reporting (as defined in Rules 13(a)-13(f) and 15(d)-15(f) under the United States Securities Exchange Act of 1934) based on the framework in the document ‘Internal Control – Integrated Framework’, issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in 2013. Based on this assessment, management concluded that, as at 30 June 2023, internal control over financial reporting was effective.
Any internal control framework, no matter how well designed, has inherent limitations, including the possibility of human error and the circumvention or overriding of controls and procedures and may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or because the degree of compliance with the policies or procedures may deteriorate.
PricewaterhouseCoopers LLP, an independent registered public accounting firm, who also audit the group’s consolidated financial statements, has audited the effectiveness of the group’s internal control over financial reporting, and has issued an unqualified report thereon, which is included on pages 201 to 203 of this document.

Changes in internal control over financial reporting
During the period covered by this report, there were no changes in internal control over financial reporting that have materially affected or are reasonably likely to materially affect the effectiveness of internal control over financial reporting.

Directors’ responsibilities in respect of the Annual Report and financial statements
The Directors are responsible for preparing the Annual Report, the information filed with the SEC on Form 20-F and the group and parent company financial statements in accordance with applicable law and regulations.


171154

Governance (continued)
Significant issues and judgements
Significant issues and judgements that were considered in respect of the 20222023 financial statements are set out below. Our consideration of issues included discussion of the critical audit matters as outlined in the independent auditors’auditors' report.

Matter consideredHow the Audit Committee addressed the matter
The nature and size of any one-off items impacting the quality of the earnings and cash flows.The Audit Committee assessed whether the related presentation and disclosure of those items in the financial statements were appropriate based on management’s analysis, and concluded that they were.
Items that were to be presented as exceptional.
Refer to note 4 of the Financial Statements.
The Audit Committee assessed whether the reporting of those items as exceptional, was in line with the group’s accounting policy, and that sufficient disclosure was provided in the financial statements, and concluded that they were.
Whether the carrying value of assets, in particular intangible assets, was supportable.
Refer to notes 6, 9, 10 and 1013 of the Financial Statements.
The Audit Committee reviewed the key assumptionsmethodology applied in conducting impairment assessments and result of management's impairment assessments that were performed during the year, and the methodology applied in conducting impairment assessments.year. The Committee was provided with information about the carrying amounts and the key assumptions incorporated in management’s estimate of discounted cash flows.flows of significant assets that are sensitive to key assumptions. The Committee reviewed the key assumptions used in the impairment testing, including management’s cash flow forecasts, growth rates and the discount rate used in value in use calculations and agreed they were appropriate.
The Committee agreed with management’s judgements regarding theand conclusions, whereby McDowell’s, No.1some smaller other brands and Bell’s brands, which resultedinvestments in the recognition of impairment of £317associates and certain fixed assets have been impaired by £549 million in the year ended 30 June 2022.2023, out of which £520 million was reported as exceptional operating charge. The Committee agreed that the recoverable amount of the company’s other assets was in excess of their carrying value and that appropriate disclosure was provided with respect to assets impaired, and whose value is more sensitive to changes in assumptions.
The group’s more significant tax exposures and the appropriateness of any related provisions and financial statement disclosures.
Refer to page 44112 of 'Our principal risks and risk management''Risk factors' and note 7 of the Financial Statements.
The Audit Committee agreed that disclosure of tax risk appropriately addresses the significant change in the international tax environment, and that appropriate provisions and other disclosure with respect to uncertain tax positions were reflected in the financial statements.
The appropriateness of the valuation of post employment liabilities, and the recognition of any surplus.
Refer to note 14 of the Financial Statements.
The measurement of post employment liabilities is sensitive to changes in long-term interest rate,rates, inflation and mortality assumptions. Having reviewed management’s papers setting out key changes to actuarial assumptions, the Audit Committee agreed that the assumptions used in the valuation are appropriate. The Committee reviewed management’s assessment of the economic benefit available as a refund of the surplus or as a reduction of contribution and the key judgmentsjudgements made in respect of the surplus restriction and concluded that those judgmentsjudgements were appropriate. The Committee reviewed and concluded that sufficient disclosures were provided in the financial statements.
Significant legal matters impacting the group.
Refer to note 19 of the Financial Statements.
The Committee agreed that adequate provision and/or disclosure have been made for all material litigation and disputes, based on the current most likely outcomes, including the litigation summarised in note 19 of the Financial Statements.
Accounting for business combinations.
Refer to note 8 of the Financial Statements.

Diageo acquired 21SeedsKanlaon Limited and Chat Noir Co. Inc. on 3110 March 20222023 and completed a number of other smaller acquisitions during the year ended 30 June 2022,2023, for an aggregate consideration of £162£397 million. As at the completion date of these acquisitions, Diageo performed valuationvaluations of the identifiable assets and liabilities and the resulting goodwill. The purchase price allocation exercises are subject to management’s judgmentjudgement and estimates, including forecast cash flows, buyer specific synergies and the applicable discount rates used in valuations. The Committee reviewed management’s purchase price allocations and the disclosures provided in the Financial Statements and concluded they were appropriate.
The applicationFunctional currency of hyperinflationary accounting in Turkey.
Refer to note 1Diageo plc and presentation currency of the Financial Statements.
Diageo group.
Hyperinflationary accounting became applicable to Turkey in the year ended 30 June 2022. The Audit Committee agreed that in line with management’s analysisreporting requirements the functional currency of Turkey becoming a hyperinflationary economy. The Audit Committee reviewedDiageo plc has changed from sterling to US dollar which is applied prospectively from fiscal 24. This is because the group's share of net sales and agreed with management’s assessment ofexpenses in the hyperinflation adjustmentsUS and the presentation and disclosures made. The Committee reviewed and agreedother countries whose currencies correlate closely with the recognition ofUS dollar has been increasing over the restatement of non-monetary items atyears, and that trend is expected to continue in line with the beginninggroup's strategic focus. Diageo has also decided to change its presentation currency to US dollar with effect from 1 July 2023, applied retrospectively, as it believes that this change will provide better alignment of the reporting period, including the impairment of the restated non-current assets recognised, within equity. The Committee reviewed the disclosures in respect of hyperinflationary accounting, and concluded they were appropriate.performance with its business exposures.
Whether the Annual Report is fair, balanced and understandable.The Audit Committee concluded that the Annual Report, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the company’s performance, business model and strategy and that there is an appropriate balance between statutory (GAAP) and adjusted (non-GAAP) measures ensuring equal prominence.
The impact of climate change on the group’s financial reporting and financial statements.
Refer to pages 58 to 6591-110 of 'Responding to climate-related risks''Pioneer grain-to-glass sustainability' and note 1 and note 9 of the Financial Statements.
The Audit Committee agreed that the disclosures on pages 58 to 6591-110 made in response to the recommendations of the Task Force on Climate-related Financial Disclosures are appropriate and that the assumptions used in the financial statements are consistent with these disclosures.
172155

Governance (continued)
Nomination Committee reportNOMINATION COMMITTEE REPORT

Championing our talent strategy

Dear Shareholder
I am pleased to provide the report of the Nomination Committee for the year ended
30 June 2022.2023.
TheA key responsibility for the Committee is responsible forto ensure adequate succession planning for the Board maintainingappointments, maintenance of a pipeline of strong candidates for potential nomination as Non-Executive Directorsdirectors, and Executive Directors, while also ensuring robust succession planning and talent strategysupervising transitions for the Executive Committee.new appointments. During this year, the Committee has recommendedhad oversight of the appointmenttransition of Karen Blackett as Non-Executive Director, who joinedChief Executives with Debra Crew succeeding Sir Ivan Menezes after ten years of dedicated leadership of the Board on 1 June 2022. Karen bringscompany. This transition was well underway when Ivan sadly passed away following a brief illness, with Debra taking over earlier than expected.
We welcome Debra back to the Board and congratulate her extensive experienceon her appointment. The Committee was unanimous in deciding that Debra is the right person to lead Diageo into the next phase of growth, with her deep understanding of the media, marketingcompany and creative industries, and is a passionate advocate for inclusion, diversity and creating opportunities for all. Karen's appointment had been made following a detailed market review assisted by Egon Zehnder, an independent executive search agency.
As travel restrictions eased over the course of the year, we resumed office and production facility visits and tours for Board members,its stakeholders coupled with her broad experience in particular those Directors who had joined the Board since the beginning of the pandemic, who had the opportunity to visit key distilleries, packaging facilities, maturation sites and other production plants in Scotland as well as the Guinness Storehouse and brewery in Ireland.

consumer goods industries.
This year the Committee also managed the evaluation of the effectiveness of the Board, its Committees, members and processes. Further details, including the review’s conclusions, recommendations and actions as presented to the Board in January 2022,2023, are set out on page 161.

142.
The Committee has also been involved in reviewing talent planning and succession of Executive Committee membership, with a number oftwo changes being implemented or approved during the year. Tom ShropshireClaudia Schubert was appointed as President, North America in October 2022 and Soraya Benchikh assumed the role of General Counsel & Company Secretary in September 2021, Louise Prashad was appointed Chief HR OfficerPresident, Europe in January 2022 and Dayalan Nayager was appointed President, Africa following John O'Keeffe's appointment as President, Asia-Pacific in July 2022. More recently, we announced the appointment of Debra Crew as Chief Operating Officer with responsibility for driving continuing performance momentum across Diageo's markets and supply operations, and of Claudia Schubert as President, North America, effective 1 October 2022.2023. I congratulate all those who have joined the Board or Executive Committee in the past yearClaudia and those who will do so shortly.Soraya on their appointments and look forward to working with them.

Javier Ferrán
ChairmanDear Shareholder
On behalf of the Board, I am pleased to present the corporate governance report for the year ended 30 June 2023, which summarises how the Board and our governance has provided leadership over the year in support of the long-term sustainable success of Diageo.
Diageo's business has grown consistently over the last few years under the leadership of Sir Ivan Menezes, despite the challenges of the pandemic, instability in the global political and economic environment and continued inflationary pressures. We remain deeply grateful for his transformational leadership as we reflect on his sad passing.
Delivering our ambition in such a challenging and turbulent environment requires leadership which is agile and creative, evolving to changing circumstances, as well as resilient and committed to our strategy, values and purpose. It is the responsibility of the Board to provide direction for management, setting the strategic aims and performance ambition of the company, centred on Diageo's strong culture. The Board is also responsible for ensuring that the company has effective operational leadership to implement its strategy of investing for long-term sustainable growth. We were therefore very pleased to welcome Debra Crew back to the Board as Chief Executive in June.
A particular focus of the Board this past year has been on ensuring that Diageo is well-positioned for future growth. This includes managing appropriate allocation of capital such as investing in fast-growing categories, actively managing our footprint and brand portfolio through selective acquisitions and disposals, and investing in the capacity and environmental sustainability of our facilities and supply chain. It also includes ensuring that Diageo is resourced adequately, with performance enabled by highly engaged and motivated employees and a collaborative, values-based and inclusive culture.
We know that achieving this is dependent on the Board providing effective leadership, enabling swift execution of our clear strategy, and we look forward to working with Debra in guiding Diageo to move towards the next phase of delivering sustainable long-term value for our shareholders and other stakeholders.

Javier Ferrán
(Chairman)

Compliance with the UK Corporate Governance Code
The Board considers that for the year ended 30 June 2023, Diageo has fully applied the Principles and complied with the Provisions of the UK Corporate Governance Code 2018 (the Code) except for the pension alignment required under Provision 38, where full compliance was achieved from 1 January 2023 when company pension contributions for the then Chief Executive were aligned to that of the wider workforce as explained on page 143.
The table below details where key content on the compliance with the Code can be found in this report.

Board Leadership & Company PurposeComposition, Succession and Evaluation
Section 172 statement - page 19
Leadership and experience - page 127
Board of Directors - page 132
Performance evaluation - page 142
2023 Governance at a Glance - page 126
Nomination Committee report - page 154
Purpose, values and culture - page 143
Board activities - page 136
Division of ResponsibilitiesAudit, Risk and Internal Controls
Corporate governance structure and division of responsibilities - page 131
Audit Committee report - page 146
Board and committee attendance - page 135
Remuneration
Director independence - page 133
Remuneration Committee report - page 166

127

Governance (continued)

Governance
at aglance
Board
composition
Non-executive
director tenure
Board gender
diversity
Board ethnic
diversity
20890720927893
20890720927895
20890720927897
20890720927899

òChairmanò0 – 3 yearsòMaleòDirectors of colour
òExecutive directorò3 – 6 yearsòFemaleòWhite European
òNon-executive directorò6 – 9 years
Role
Fiscal 23 highlights
Board composition and compositionchanges
Diageo ranked as the leading FTSE 100 company in the FTSE Women Leaders Review in February 2023 for the third year running, with 63.6% female representation on the Board.
Debra Crew rejoined the Board as Chief Executive and Executive Director on 8 June 2023 following the sad passing of the Nomination CommitteeSir Ivan Menezes.
The Nomination Committee is responsible for keeping under review the compositionBoard attendance
During fiscal 23, there were seven scheduled meetings of the Board which Directors attended either physically or remotely using video conference facilities.
Directors' attendance record at the last AGM, scheduled Board and successionBoard Committee meetings, for fiscal 23 is set out in the table below. Attendance is expressed as the number of scheduled meetings attended out of the number that each Director was eligible or invited to it, reviewing succession planningattend.
Annual General Meeting
This year's AGM was held on 6 October 2022 at etc.venues St Paul's, 200 Aldersgate, London.
It was held as a hybrid meeting with over 130 people attending physically, including shareholders, proxies, corporate representatives and guests, and with the ability for keyothers to attend remotely or by virtual means using an online platform.
All Directors attended the AGM either physically or remotely.
During the AGM, the Chief Executive Committee roles,gave a review of the performance of the company during fiscal 22, following which the Chairman took questions from shareholders which were responded to by the Chairman and succession planningother Directors.
The vote procedure was carried out by way of poll as authorised by the Articles of Association. All resolutions contained in the Notice of Meeting were passed.
Annual General
Meeting 2022
Board
(maximum 7)
Audit Committee
(maximum 5)
Nomination Committee
(maximum 6)
Remuneration Committee
(maximum 7)
Javier Ferránü7/75/5(1)6/67/7(1)
Debra Crew(2)
N/A0/00/00/01/1(1)
Lavanya Chandrashekarü6/65/5(1)0/01/1(1)
Susan Kilsbyü7/75/56/67/7
Melissa Bethellü7/74/56/67/7
Karen Blackettü6/74/56/67/7
Valérie Chapoulaud-Floquetü6/74/56/67/7
Sir John Manzoniü7/75/56/67/7
Lady Mendelsohnü7/75/56/66/7
Alan Stewartü7/75/56/67/7
Ireena Vittalü7/74/56/67/7
Former Directors
Sir Ivan Menezes(3)
ü5/6
2/5(1)
 4/5(1)
4/6(1)
1.Attended by invitation.
2.Appointed to the Board on 8 June 2023.
3.Ceased being a director on 6 June 2023.

128

Governance (continued)
Leadership and overall talentexperience
1.Javier Ferrán [N*]
Chairman
Nationality:Spanish
Appointed:Chairman and Chairman of the Nomination Committee: January 2017 (Appointed Chairman Designate and Non-Executive Director: July 2016)
Key strengths: Brings extensive board-level experience from the drinks and consumer products industry, including at chief executive level, and has a wealth of experience in consumer goods through his venture capital activities to draw from in his role as Chairman and leader of the Board
Current external appointments: Chairman, International Consolidated Airlines Group, S.A.; Senior Advisor and chairman of investee company board, BlackRock Long Term Private Capital
Previous relevant experience: Non-Executive Director and Senior Independent Director, Associated British Foods plc; Non-Executive Director, Coca-Cola European Partners plc; Member, Advisory Board of ESADE Business School; President and CEO, Bacardi Limited; Non-Executive Director, SABMiller plc
2.Debra Crew [E*]
Chief Executive
Nationality: American
Appointed: Chief Executive and Executive Director: June 2023
Key strengths: Has broad experience in various consumer products sectors at board, chief executive and management leadership levels, as well as over four years' experience in non-executive and executive roles at Diageo
Current external appointments: Non-Executive Director, Stanley, Black & Decker, Inc.
Previous Diageo roles: Chief Operating Officer; President, North America; Non-Executive Director, Diageo plc
Previous relevant experience: Non-Executive Director, Newell Brands, Mondelēz International Inc.; President and CEO, Reynolds American, Inc; President, PepsiCo North America Nutrition, PepsiCo Americas Beverages, Western Europe Region; various positions with Kraft Foods, Nestlé, S.A., and Mars
3.Lavanya Chandrashekar [E]
Chief Financial Officer
Nationality: American
Appointed: Chief Financial Officer and Executive Director: July 2021
Key strengths: Brings broad financial expertise, commercial skills and strong consumer goods experience to manage the group’s affairs relating to financial controls, accounting, tax, treasury and investor relations
Previous Diageo roles: Chief Financial Officer, Diageo North America and Global Head of Investor Relations
Previous relevant experience: Vice President Finance, Global Cost Leadership and Supply Chain, Mondelēz International; VP Finance, North America, Mondelēz International; VP Finance, Eastern Europe, Middle East and Africa, Mondelēz International; various senior finance roles at Procter & Gamble
4.Susan Kilsby [A] [N] [R*]
Senior Independent Director
Nationality: American/British
Appointed: Senior Independent Director: October 2019 (Appointed Non-Executive Director: April 2018 and Chairman of the Remuneration Committee: January 2019)
Key strengths: Brings wide-ranging corporate governance and board level experience across a number of industries, including a consumer goods sector focus, with particular expertise in mergers and acquisitions, corporate finance and transaction advisory work
Current external appointments: Non-Executive Chair, Fortune Brands Innovations, Inc.; Non-Executive Director, Unilever PLC, NHS England; Member, the Takeover Panel
Previous relevant experience: Senior Independent Director and Chair of Remuneration Committee, BHP Group Plc, BHP Group Limited; Senior Independent Director, BBA Aviation plc; Chairman, Shire plc; Chairman, Mergers and Acquisitions EMEA, Credit Suisse; Senior Advisor, Credit Suisse; Non-Executive Director, Goldman Sachs International, Keurig Green Mountain, L’Occitane International, Coca-Cola HBC
5.Melissa Bethell [A] [N] [R]
Non-Executive Director
Nationality: American/British
Appointed: Non-Executive Director: June 2020
Key strengths: Has extensive international corporate and financial experience, including in relation to private equity, financial sectors, strategic consultancy and advisory services, as well as having strong non-executive experience at board and committee levels across a range of industries, including retail, consumer goods and financial services
Current external appointments: Non-Executive Director, Tesco PLC, Exor N.V.; Chair, Ocean Outdoor Limited; Senior Advisor, Atairos
Previous relevant experience: Managing Director and Senior Advisor, Private Equity, Bain Capital; Non-Executive Director, Atento S.A., Worldpay plc, Samsonite S.A.
6.Karen Blackett [A] [N] [R]
Non-Executive Director
Nationality: British
Appointed: Non-Executive Director: June 2022
Key strengths: Brings expertise in marketing, media and the creative industries, as well as broad experience in public policy and strategic initiatives through a number of different government, industry and public bodies
Current external appointments: UK President, WPP plc; Chancellor, University of Portsmouth; Founding Trustee, BEO (Black Equity Organisation); Non-Executive Director, Creative UK, Non-Executive Director, The Pipeline
Previous relevant experience: UK Race Equality Business Champion, HM Government; Business Ambassador, Department for International Trade, HM Government; Chairwoman, MediaCom UK & Ireland; Chief Executive Officer, GroupM UK; Chief Executive Officer, MediaCom UK; Chief Operations Officer, MediaCom EMEA; Marketing Director, MediaCom; UK Country Manager, WPP plc
image.jpg
129

Governance (continued)
7.Valérie Chapoulaud-Floquet [A] [N] [R]
Non-Executive Director
Nationality: French
Appointed: Non-Executive Director: January 2021
Key strengths: Brings strong experience and expertise in the luxury consumer goods sector, having spent her career in the industry working in a number of international markets, including developed and emerging markets, and as a former CEO in the premium drinks industry
Current external appointments: Non-Executive Director, Lead Independent Director and Chair of Governance Committee, Danone S.A.; Non-Executive Director, Acné Studios A.B., Agrolimen S.A., Nextstage S.C.A., Jacobs Holding AG; Vice Chairman, Sofisport
Previous relevant experience: Chief Executive Officer, Rémy Cointreau S.A.; President and CEO for the Americas, Louis Vuitton, LVMH Group; President and CEO for North America, Louis Vuitton, LVMH Group; President South Europe, Louis Vuitton, LVMH Group; President and CEO, Louis Vuitton Taiwan, LVMH Group; President, Luxury Product Division for the USA, L’Oréal Group
8.Sir John Manzoni [A] [N] [R]
Non-Executive Director
Nationality: British
Appointed: Non-Executive Director: October 2020
Key strengths: Has strong commercial executive experience as a former CEO in the energy sector and non-executive board level experience, including in the alcoholic beverage industry, as well as more recent expertise in public policy and government affairs
Current external appointments: Chairman, SSE plc; Chairman, Atomic Weapons Establishment; Non-Executive Director, KBR Inc.
Previous relevant experience: Chief Executive of the Civil Service and Permanent Secretary of the Cabinet Office, HM Government; President and Chief Executive Officer, Talisman Energy; Chief Executive, Refining & Marketing, BP p.l.c.; Chief Executive, Gas & Power, BP p.l.c.; Non-Executive Director, SABMiller plc
9.Lady Mendelsohn [A] [N] [R]
Non-Executive Director
Nationality: British
Appointed: Non-Executive Director: September 2014
Key strengths: Has specialist knowledge and understanding of consumer-facing emerging technologies, privacy and data issues, as well as wide experience of board and committee level appointments across diverse commercial, governmental and charitable institutions, as well as advisory roles in advertising and production of consumer goods
Current external appointments: Head of the Global Business Group, Meta Platforms Inc.; Co-President, Norwood; Member, Mayor’s Business Advisory Board; Chair, Follicular Lymphoma Foundation
Previous relevant experience: Executive Chairman, Karmarama; Deputy Chairman, Grey London; Board Director, BBH, Fragrance Foundation; President, Institute of Practitioners in Advertising; Director, Women’s Prize for Fiction; Co-Chair, Creative Industries Council; Member, HMG Industrial Strategy Council; Board Member, CEW; Trustee, White Ribbon Alliance; Chair, Corporate Board, Women’s Aid
10.Alan Stewart [A*] [N] [R]
Non-Executive Director
Nationality: British
Appointed: Non-Executive Director: September 2014 (Appointed Chairman of the Audit Committee: January 2017)
Key strengths: Has a strong background in financial, investment banking and commercial matters, with particular expertise in consumer retail industries, as well as board and committee level experience at industry institutions
Current external appointments: Non-Executive Director and Chair of the Remuneration Committee, Reckitt Benckiser Group PLC; Non-Executive Director and Chair of Audit Committee, Burberry Group plc
Previous relevant experience: Chief Financial Officer, Tesco PLC; Non-Executive Director, Tesco Bank; Chief Financial Officer, Marks & Spencer Group plc, AWAS; Non-Executive Director, Games Workshop plc; Group Finance Director, WH Smith PLC; Chief Executive, Thomas Cook UK
11.Ireena Vittal [A] [N] [R]
Non-Executive Director
Nationality: Indian
Appointed: Non-Executive Director: October 2020
Key strengths: Brings a wealth of FMCG experience from a career in executive consulting with a focus on consumer sectors and emerging markets, including India, as well as broad experience in non-executive board roles in the UK and India
Current external appointments: Non-Executive Director, Compass Group PLC; Non-Executive and Lead Independent Director, Godrej Consumer Products Limited; Non-Executive Director, Asian Paints Limited
Previous relevant experience: Head of Marketing and Sales, Hutchinson Max Telecom; Partner, McKinsey and Company; Non-Executive Director, Wipro Limited, Housing Development Finance Corporation Limited, Titan Company Limited, Tata Global Beverages Limited, Tata Industries, GlaxoSmithKline Consumer Healthcare
image (1).jpg
130

Governance (continued)
Expertise and diversity
Debra Crew and Lavanya Chandrashekar are also members of the Executive Committee.
Their biographies can be found on page 127.

1.Ewan Andrew
President, Global Supply Chain & Procurement and Chief Sustainability Officer
Nationality: British
Appointed: September 2019
Previous Diageo roles: Supply Director, International Supply Centre; Senior Vice President, Supply Chain & Procurement, Latin America and Caribbean; Senior Vice President Manufacturing & Distilling, North America; various supply chain, operational management and procurement roles
Current external appointments: Member, Scotch Whisky Association Council, Scottish Business Climate Collaboration Board, One Planet Business for Biodiversity Board
2.Soraya Benchikh
President, Europe
Nationality: French
Appointed: January 2023
Previous Diageo roles: Managing Director, Northern Europe
Previous relevant experience: Brand CEO and Area Director, East and Southern Africa, President, France and Regional Finance Director, Europe, British American Tobacco
3.Alvaro Cardenas
President, Latin America and Caribbean
Nationality: Colombian
Appointed: January 2021
Previous Diageo roles: Managing Director, Andean Region; Director, End-to-End Global Commercial Processes; Finance Director, South East Asia Region, PUB (Paraguay, Uruguay and Brazil) Region, Andean Region, Colombia
4.Cristina Diezhandino
Chief Marketing Officer
Nationality: Spanish
Appointed: July 2020
Previous Diageo roles: Global Category Director, Scotch & Managing Director, Reserve Brands; Managing Director, Caribbean and Central America; Marketing & Innovation Director, Diageo Africa; Category Director, Scotch Portfolio & Gins; Global Brand Director, Johnnie Walker
Previous relevant experience: Corporate Marketing Director, Allied Domecq Spain; marketing roles, Unilever HPC US, UK and Spain
5.Daniel Mobley
Global Corporate Relations Director
Nationality: British
Appointed: June 2017
Previous Diageo roles: Corporate Relations Director, Europe
Previous relevant experience: Regional Head of Corporate Affairs, India & South Asia, Regional Head of Corporate Affairs, Africa, Group Head of Government Relations, Standard Chartered; extensive government experience including in HM Treasury and Foreign & Commonwealth Office
131

Governance (continued)
6.Hina Nagarajan
Managing Director and CEO of United Spirits Limited
Nationality: Indian
Appointed: July 2021
Previous Diageo roles: CEO-Designate, United Spirits Limited; Managing Director, Africa Regional Markets
Previous relevant experience: Managing Director, China & SVP North Asia, Reckitt Benckiser; General Manager, Malaysia & Singapore, Reckitt Benckiser; CEO & MD Mary Kay India; senior marketing and general management roles, ICI Paints India and Nestlé India
7.Dayalan Nayager
President, Africa
Nationality:South African/British
Appointed: July 2022
Previous Diageo roles: Managing Director, Great Britain and Justerini & Brooks, Ireland and France, Global Travel; Regional Director, Global Travel Europe; Commercial Director, South Africa; Customer Marketing Director, South Africa; Key Account Director, South Africa
Previous relevant experience: Various positions, Heinz, Mars and Pick n Pay Retailers
8.John O'Keeffe
President, Asia Pacific & Global Travel
Nationality: Irish
Appointed: July 2015
Previous Diageo roles: President, Africa & Beer; CEO and Managing Director, Guinness Nigeria; Global Head, Innovation; Global Head, Beer and Baileys; Managing Director, Russia and Eastern Europe; various management and marketing positions
9.Louise Prashad
Chief HR Officer
Nationality: British
Appointed: January 2022
Previous Diageo roles: Global Talent Director; Talent Director, Africa; HR Director, Europe, West Latin America and Caribbean, Global Functions
Previous relevant experience: various HR roles, Stakis Group and Hilton Hotels
10.Claudia Schubert
President, North America
Nationality: American
Appointed: October 2022
Previous Diageo roles: President, US Spirits and Canada; General Manager, Continental Europe; President, US Controls States and Canada; President, Diageo Chateau & Estate Wines
Previous relevant experience: Boston Consulting Group
11.Tom Shropshire
General Counsel & Company Secretary
Nationality: American/British
Appointed: July 2021
Current external appointments: Member of the Court (Non-Executive Director), The Bank of England; Trustee, New York University School of Law; Member of the Steering Committee, The Parker Review; Trustee, Charity Projects Limited (Comic Relief); Director, Comic Relief Limited
Previous relevant experience: Partner & Global US Practice Head, Linklaters LLP

132

Governance (continued)
Corporate governance report
Enabling our ambition
Corporate governance structure and division of responsibilities

committeesa03.jpg

Non-Executive Directors
Melissa Bethell, Valérie Chapoulaud-Floquet, Sir John Manzoni, Lady Mendelsohn, Alan Stewart, Ireena Vittal and Karen Blackett
The Non-Executive Directors, all of whom the Board has determined are independent, experienced and influential individuals from a diverse range of industries, backgrounds and countries.
Constructively challenge the Executive Directors
Develop proposals on strategy
Scrutinise the performance of management
Satisfy themselves on the integrity of the financial information, controls and systems of risk management
Set the levels of remuneration for Executive Directors and senior leadership positions, including in relation to ensuring and encouraging diversity in leadership positions. It makesmanagement
Make recommendations to the Board concerning appointments to the Board
Devote such time as is necessary to the proper performance of their duties
A summary of the terms and conditions of appointment of the Non-Executive Directors is available at https://www.diageo.com/en/our-business/corporate-governance.

133

Governance (continued)
Senior Independent Director
Susan Kilsby
Acts as a sounding board for the Chairman and serves as an intermediary for the other Directors where necessary
Together with the other Non- Executive Directors, leads the review of the performance of the Chairman, taking into account the views of the Executive Directors
Available to shareholders if they have concerns where contact through the normal channels has failed

Company Secretary
Tom Shropshire
The Board is supported by the Company Secretary who ensures information is made available to Board members in a timely fashion
Supports the Chairman in setting Board agendas, designing and delivering Board inductions and Board evaluations, and co-ordinates post-evaluation action plans, including risk review and training requirements for the Board
Advises on corporate governance matters
Is a member of the Executive Committee as General Counsel


Chief Executive Debra Crew Develops the group’s strategic direction for consideration and approval by the Board
Implements the strategy agreed by the Board
Leads the Executive Committee
Manages the company and the group
Along with the Chief Financial Officer, leads discussions with investors
Is supported in her role by the Executive Committee
Is supported by the Finance Committee and Filings Assurance Committee in the management of financial reporting of the company
Chairman Javier Ferrán Responsible for the operation, leadership and governance of the Board
Ensures all Directors are fully informed of matters and receives precise, timely and clear information sufficient to make informed judgements
Sets Board agendas and ensures sufficient time is allocated to ensure effective debate to support sound decision-making
Ensures the effectiveness of the Board
Engages in discussions with shareholders
Meets with the Non-Executive Directors independently of the Executive Directors
Chief Financial Officer Lavanya Chandrashekar Manages all aspects of the group's financial affairs
Responsible for the management of the capital structure of the company
Contributes to the management of the group's operations
Along with the Chief Executive, leads discussions with investors
Is supported by the Finance Committee and Filings Assurance Committee in the management of the financial affairs and reporting of the company
Is a member of the Executive Committee


Board of Directors
Composition of the Board
The Board comprises the Non-Executive Chairman, two Executive Directors, the Senior Independent Director, and seven independent Non-Executive Directors. The biographies of all Directors are set out in this Annual Report on pages 127-130.
Debra Crew was appointed Chief Executive and Director, effective 8 June 2023.

Inclusion and diversity
The Board sees championing inclusion and diversity as one of the key enablers for achieving Diageo’s ambition. It is also a core principle of the company’s global Human Rights Policy which applies to all employees, subsidiaries and third-party contractors and which has been implemented as part of our Code of Business Conduct programme. Our objective is to maintain and sustain an inclusive and diverse business, across all levels, functions and geographies, in order to create a better working environment and a better performing business. As part of this, the Board has adopted a written Board Diversity Policy alongside Diageo’s Code of Business Conduct and associated global policies, which set out Diageo’s broader commitment to inclusion and diversity. Diageo strongly supports diversity within its Board of Directors, including gender, ethnicity, age and professional diversity, as well as diversity of thought. The Board is comprised of individuals from a diverse range of skills, industries, backgrounds and nationalities, which enables a broad evaluation of all matters considered by the Board and contributes to a culture of collaborative and constructive discussion. The Board’s objective, as set out in its Diversity Policy, is that it shall include no less than 40% female representation (with the ultimate goal being parity between males and females on the Board) and at least one Director from a minority ethnic group. As at 26 July 2023, women make up 73% of the Board and there are four Directors (36%) who self-disclose as being from minority ethnic groups. Further information about diversity at Board and senior executive levels can be found on page 125 and in the ‘Our people and culture’ and ‘Champion inclusion and diversity’ sections of the Strategic Report on pages 127-130 and 302-307 respectively. The Board's Diversity Policy is available at https://www.diageo.com/en/our-business/corporate-governance/board-diversity.

Outside interests and conflicts
The Board has adopted guidelines for dealing with conflicts of interest, with Directors' outside interests being regularly reviewed and responsibility for authorising conflicts of interest reserved for the Board. MoreIn the case of a potential conflict, the Nomination Committee
134

Governance (continued)
considers the circumstances, appropriate controls and protocols, and makes a recommendation to the Board. The Board confirmed that it was not aware of any situations that may or did give rise to conflicts with the interests of the company, other than those that may arise from Directors’ other appointments as disclosed in their biographies.

Duties of the Board
The Board manages overall control of the company’s affairs with reference to the formal schedule of matters reserved for the Board for decision. The schedule was last reviewed in July 2023 and is available at https://www.diageo.com/en/our-business/corporate-governance. In order to fulfil their duties, procedures are in place for Directors to seek both independent advice and the advice and services of the Company Secretary, who is responsible for advising the Board on all governance matters. The Board considers a number of factors when making decisions, including the potential impact of those decisions on various stakeholder groups and on the Company's ‘Society 2030: Spirit of Progress‘ and other non-financial targets, including in respect of environmental sustainability. Further information on the Board and the Audit Committee's roles in climate risk governance can be found on page 91. The terms of reference of Board Committees are reviewed regularly, most recently in July 2023, and are available at
https://www.diageo.com/en/our-business/corporate-governance.

Corporate governance requirements
The principal corporate governance rules applying to Diageo (as a UK company listed on the London Stock Exchange) for the year ended 30 June 2023 are contained in the 2018 UK Corporate Governance Code (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 Code’s main principles and the second dealing specifically with non-compliance with any of the Code’s provisions. The two descriptions together are designed to give shareholders a picture of governance arrangements in relation to the Code as a criterion of good practice. A copy of the Code is publicly available on the website of the Financial Reporting Council (FRC), www.frc.org.uk. Diageo’s statement as to compliance with the Code during the year ended 30 June 2023 can be found on page 133-134 . Diageo must also comply with corporate governance rules contained in the FCA Disclosure Guidance and Transparency Rules and certain related provisions in the Companies Act 2006 (the Act). Diageo is also listed on the New York Stock Exchange (NYSE), and as such is subject to the applicable rules of this exchange and jurisdiction. For example, Diageo is subject to the listing requirements of the NYSE and the rules of the US Securities and Exchange Commission (SEC), as they apply to foreign private issuers. Compliance with the provisions of the US Sarbanes-Oxley Act of 2002 (SOX), as it applies to foreign private issuers, is continually monitored.

Compliance with US corporate governance rules
Under applicable SEC rules and the NYSE’s corporate governance rules for listed companies, Diageo must disclose any significant ways in which its corporate governance practices differ from those followed by US companies under NYSE listing standards. Diageo believes the following to be the significant areas in which there are differences between its corporate governance practices and NYSE corporate governance rules applicable to US companies. This information is also provided on the company’s website at www.diageo.com.
Basis of regulation: UK listed companies are required to include in their annual report a narrative statement of (i) how they have applied the principles of the Code and (ii) whether or not they have complied with the best practice provisions of the Code. NYSE listed companies must adopt and disclose their corporate governance guidelines. Certain UK companies are required to include in their annual report statements as to (i) how directors have complied with Section 172 of the Act, which requires directors to promote the success of the company for the benefit of the members as a whole, having regard to the interests of stakeholders and (ii) how directors have engaged with and taken account of the views of the company’s workforce and other stakeholder groups. Diageo complied throughout the year with the best practice provisions of the Code and the disclosure requirements noted above, other than as described on page 125.
Director independence: The Code requires at least half the Board (excluding the Chairman) to be independent Non-Executive Directors, as determined by affirmatively concluding that a Director is independent in character and judgement and determining whether there are relationships and circumstances which are likely to affect, or could appear to affect, the Director’s judgement. The Code requires the Board to state its reasons if it determines that a director is independent notwithstanding the existence of relationships or circumstances which may appear relevant to its determination. NYSE rules require a majority of independent directors, according to the NYSE’s own ‘brightline’ tests and an affirmative determination by the Board that the Director has no material relationship with the listed company. Diageo’s Board has determined that, in its judgement and without taking into account the NYSE brightline tests, all of the Non-Executive Directors are independent. As such, currently nine of Diageo’s eleven Directors are independent.Further details of this determination in relation to Alan Stewart, Non-Executive Director and Chairman of the Audit Committee, are set out on page 135.
Chairman and Chief Executive: The Code requires these roles to be separate. There is no corresponding requirement for US companies. Diageo has a separate Chairman and Chief Executive.
135

Governance (continued)
Non-Executive Director meetings: NYSE rules require Non-Management Directors to meet regularly without management and independent directors to meet separately at least once a year. The Code requires Non-Executive Directors to meet without the Chairman present at least annually to appraise the Chairman’s performance. During the year, Diageo has complied with these requirements with independent Non-Executive Directors, including the Chairman, meeting without the Executive Directors present four times and independent Non-Executive Directors meeting without the Chairman or Executive Directors present twice.
Board committees:Diageo has a number of Board committees that are similar in purpose and constitution to those required by NYSE rules. Diageo’s Audit, Remuneration and Nomination Committees consist entirely of independent Non-Executive Directors. Under NYSE standards, companies are required to have a nominating/corporate governance committee, which develops and recommends a set of corporate governance principles and is composed entirely of independent directors. The terms of reference for Diageo’s Nomination Committee, which comply with the Code, do not contain such a requirement. In accordance with the requirements of the Code, Diageo has disclosed on page 142 the results and means of its annual evaluation of the Board, its Committees and the Directors, and it provides extensive information regarding the Directors’ compensation in the Directors’ remuneration report on pages 158-195.
Code of ethics:NYSE rules require a Code of Business Conduct and Code of Ethics to be adopted for directors, officers and employees and disclosure of any waivers for executive directors or officers. Diageo has adopted a Code of Business Conduct for all Directors, officers and employees, as well as a Code of Ethics for Senior Financial Officers in accordance with the requirements of SOX. See page 149 for further details.
Compliance certification: NYSE rules require chief executives to certify to the NYSE their awareness of any NYSE corporate governance violations. Diageo is exempt from this as a foreign private issuer but is required to notify the NYSE if any executive officer becomes aware of any non-compliance with NYSE corporate governance standards. No such notification was necessary during the period covered by this report.
Structure and division of responsibilities
The Board is committed to the highest standards of corporate governance and risk management, which is demonstrated in its established corporate governance framework, illustrated on pages 151-152. This includes the three Board Committees (Audit Committee, Nomination Committee and Remuneration Committee), as well as management committees which report to the Chief Executive or Chief Financial Officer (Executive Committee, Finance Committee, Audit & Risk Committee and Filings Assurance Committee). There is a clear separation of the roles of the Chairman, the Senior Independent Director and the Chief Executive which has been clearly established, set out in writing and approved by the Board. A copy of this is available at https://www.diageo.com/en/our-business/corporate-governance. No individual or group dominates the Board’s decision-making processes.

Further details on the Board Committees can be found in the separate reports from each committee on pages 117-153, and details of the Executive Committee can be found on pages 141.

Board skills and experience
Having an appropriate mix of experience, expertise, diversity and independence is essential for Diageo's Board. Such diverse attributes enable the Board as a whole to provide informed opinions and advice on strategy and relevant topics, thereby discharging its duty of oversight. The Board skills matrix helps to identify the experience and expertise of existing Directors, required skill sets or competencies, and the strategic requirements of the company. Key strengths and relevant experience of each Director are set out on pages 127-130, and a matrix of the Board’s current skills and experience is set out below.

10445360469277

136

Governance (continued)


Independence
The Code requires the Board to state its reasons for concluding that a director is independent notwithstanding the existence of certain relationships or circumstances which are likely to impair or appear to impair the director's independence. A non-exhaustive list of such circumstances is set out in provision 10 of the Code and include, amongst other things, the fact that a director has served on the board for more than nine years. In September 2023, Alan Stewart will have served for nine years on the Board since he was first appointed in September 2014. Alan has also served as Chairman of the Audit Committee since January 2017. The Board has requested and Alan has agreed to extend the term of his appointment to enable a smooth transition of the role of Chair of the Audit Committee at a time when the company is commencing a significant business change programme to upgrade its financial systems and technology in order to enhance the company's reporting and controls environment, as further described on page 18. The Board believes that, given the critical role of the Audit Committee in supervising this programme, this additional period will help preserve the level of knowledge and experience on and help support a successful transition to a successor, who is expected to be appointed prior to the 2024 AGM. It was further considered to be in the best interests of the company that Alan continues in this role to provide further continuity in light of other changes to the Board and, in particular, the recent transition in Chief Executive. The Board has also considered the matter of Alan's independence in light of this extension and concluded that, notwithstanding his serving for more than nine years, he continues to make high-quality contributions to Board and committee meetings, providing effective and constructive challenge to management and demonstrating objective and independent judgment. In light of this assessment, the Board has determined that Alan Stewart remains independent.
Board and Committee attendance
Directors’ attendance record at the last AGM, scheduled Board meetings and Board Committee meetings, for the year ended 30 June 2023 is set out in the table shown on page 126. Directors are expected to attend all meetings of the Board and its Committees and the AGM, but if unable to do so they are encouraged to give their views to the Chair of the meeting in advance. The 2022 AGM was held as a combined physical and electronic meeting via a live webcast with all Directors attending either physically or by video link. For Board and Board Committee meetings, attendance is expressed as the number of meetings attended of the number that each Director was eligible to attend.

Re-appointment at AGMs
The Chairman has confirmed that the Non-Executive Directors standing for re-appointment at this year’s AGM continue to perform effectively, both individually and collectively as a Board, and that each Non-Executive Director demonstrates commitment to their roles and continues to provide constructive challenge, strategic guidance and offer specialist advice, as well as holding management to account. As can be seen from the attendance records set out on page 126, Directors’ attendance levels have been consistently high throughout the year ended 30 June 2023.


137

Governance (continued)
Board activities
Details of the main areas of focus of the Board and its Committees during the year include those summarised below:
Areas of focusStrategic priorityStrategic outcomeStakeholders
Strategic
matters
Held a two-day Annual Strategy Conference (ASC) focussing on key strategic matters, including implementation of strategy across regions, convenience, China, ESG performance and supply chain strategy
Regularly reviewed the group’s performance against the strategy
Received reports on the financial performance of the group as against the annual plan
Reviewed the group’s tax strategy and policy
Received reports on the macro-economic environment, socio-political matters and emerging trends
Carried out deep dives into key strategic topics including the group's scotch whisky portfolio and strategy, tequila strategy, consumer insights, Latin America and Caribbean region, culture and capabilities, China, health and wellness, and volatility scenario planning
DIA017_Icons_1-3.jpgDIA017_Icons_2-1.jpgDIA017_Icons_3-2.jpgDIA017_Icons_6-5.jpg
icon-EG.jpg
icon-CVC.jpg
icon-Consumers.jpg
icon-Customers.jpg
icon-Communities.jpg
icon-Investors.jpg
Operational
matters
Reviewed and approved the group's three-year plan and annual funding plan, insurance, banking and capital expenditure requirements
Reviewed the group's long-term demand forecasting processes, global business operations and shared service centre arrangements
Regularly reviewed and approved the group’s M&A and business development activities, reorganisations and various other projects
Reviewed the group's supply chain activities, including supply footprint
Approved capital expenditure investments, and various significant procurement, systems and other contracts, having taken into consideration financial, operational, sustainability and other ESG related factors
Initiated a global business transformation programme and systems upgrade
Reviewed the company’s capital allocation, funding and liquidity positions, and those of its pension schemes, and approved interim and final dividends
Reviewed and approved the company’s share buyback programme
Approved the appointment of a new Chief Executive, including as an Executive Director
Acting through
the Nomination Committee, reviewed the company’s succession planning and talent strategy
DIA017_Icons_1-3.jpgDIA017_Icons_2-1.jpgDIA017_Icons_3-2.jpg
icon-EG.jpg
icon-CVC.jpg
icon-EP.jpg
icon-our-people.jpg
icon-Consumers.jpg
icon-Customers.jpg
icon-suppliers.jpg
ESG mattersIncreased focus on ESG matters throughout the year, including conducting a deep dive in relation to the company's approach to ESG matters and its 'Society 2030: Spirit of Progress' programme at the ASC
Reviewed approach and methodologies used in relation to non-financial targets
Received reports on workforce engagement over the year
Received regular investor reports
Received regular updates on ESG matters and progress towards ‘Society 2030: Spirit of Progress‘ targets
Completed actions identified following the previous evaluation of the Board's performance and carried out an internal evaluation of the Board’s performance
Reviewed schedule of matters reserved for the Board and terms of reference of its Committees
DIA017_Icons_1-3.jpgDIA017_Icons_4-6.jpgDIA017_Icons_5-4.jpgDIA017_Icons_6-5.jpg
icon-CVC.jpgicon-CT.jpgicon-EP.jpg
icon-our-people.jpg
icon-Communities.jpg
icon-Investors.jpg
icon-Governments.jpg
Assurance
and risk
management
Received reports in relation to material legal matters, including disputes, regulatory and governance developments, and areas of legal or regulatory risk
On the recommendation of the Audit Committee, approved the company’s risk footprint, including reviewing and updating the principal risks
On the recommendation of the Audit Committee, approved the company’s filings, financial and non-financial reporting including interim and preliminary results announcements, US filings and Annual Report
DIA017_Icons_2-1.jpgDIA017_Icons_3-2.jpgDIA017_Icons_6-5.jpg
icon-EG.jpgicon-CVC.jpgicon-CT.jpg
icon-Investors.jpg
icon-Governments.jpg
Key
Strategic prioritiesStrategic outcomesStakeholders
DIA017_Icons_1-3.jpg
Sustain quality growth
icon-EG.jpg
Efficient growth
icon-our-people.jpg
People
DIA017_Icons_2-1.jpg
Embed everyday efficiency
icon-CVC.jpg
Consistent value creation
icon-Consumers.jpg
Consumers
DIA017_Icons_3-2.jpg
Invest smartly
icon-CT.jpg
Credibility and trust
icon-Customers.jpg
Customers
DIA017_Icons_4-6.jpg
Promote positive drinking
icon-EG.jpg
Engaged people
icon-suppliers.jpg
Suppliers
DIA017_Icons_5-4.jpg
Champion inclusion and diversity
icon-Communities.jpg
Communities
DIA017_Icons_6-5.jpg
Pioneer grain-to-glass sustainability
icon-Investors.jpg
Investors
icon-Governments.jpg
Governments and regulators

138

Governance (continued)
Stakeholder engagement
We aim to maintain open and positive dialogue with all our stakeholders, considering their key interests in our decision-making and communicating with them on a regular basis. This dialogue helps us build trust and respect and make choices as a business that help shape the role we play in society.


The development of strong and positive relationships between Diageo and its external stakeholders is an intrinsic part of our purpose and culture. Our stakeholders include not only business partners such as suppliers and customers, our people and workforce, but also government, consumers and the wider communities in which we operate. As noted in the company’s statement on Section 172 of the Companies Act 2006 set out on page 19, in making their decisions and in discharging their duties to promote the success of the company, the Directors must have regard to the interests of its stakeholders. We have summarised below why our stakeholders are important to us, what we believe their principal interests are and how the Board and company seeks to engage and respond.

Stakeholder and why we engage

Our people
People are at the core of our business
We aim to build a trusting, respectful and inclusive culture where people feel engaged and fulfilled
We want our people to be treated with dignity at work and their human rights respected
What we believe matters most to them
Prioritisation of health, safety and well-being
Learning and development opportunities
Purpose, culture and benefits
Contributing to the growth of our brands and performance
Promotion of inclusion and diversity
Sustainability and societal credentials
How the Board seeks to engage
Active dialogue maintained throughout the year as part of the Board's ongoing workforce engagement programme
Direct engagement through visits to offices, production and supply chain sites during the year
Indirect engagement through feedback from works councils, employee and workforce forums, community groups, Your Voice and pulse surveys and townhall meetings

Reporting to the Board
Regular reports from workforce engagement activities
Feedback through employee surveys, including annual group-wide Your Voice survey
Culture and capabilities session at Board meeting led by Chief HR Officer
Upcoming priorities
Maintaining focus on simplifying internal processes, including upgrading and transforming business operations and systems
Evolving workforce engagement programme

Consumers
Understanding our consumers is critical for our business’ long-term growth
Consumer motivations, attitudes and behaviours form the basis of our business strategy, brand marketing and innovation
We want consumers to enjoy our products responsibly and for them to ‘drink better, not more’
What we believe matters most to them
Choice of brands for different occasions, including no- and lower-alcohol
Innovation in heritage brands and creation and nurturing of new brands
Responsible marketing
Great experiences
Product quality
Sustainability and societal credentials
Price
How the Board seeks to engage
Monitoring consumer behaviours, motivations and insights
Responding to and anticipating emerging consumer trends as part of strategic sessions, including the Annual Strategy Conference
Regular review of business development opportunities, including active brand portfolio management
Review of innovation pipeline as part of the Annual Strategy Conference

Reporting to the Board
Regular performance updates by the Chief Executive, including on key consumer trends
Papers prepared by strategy team on evolving consumer behaviours in advance of Annual Strategy Conference
Regular updates by Business Development and Innovation teams on organic and inorganic opportunities and portfolio choices
Upcoming priorities
Ongoing review of portfolio and category participation opportunities
Developing pipeline of innovation informed by consumer insights
Enhancing marketing effectiveness through detailed understanding of consumer motivation
139

Governance (continued)

Customers
Our customers are a broad range of businesses, large and small, on-trade and off-trade, retailers, wholesalers and distributors, digital and e-commerce
We want to nurture mutually beneficial relationships to deliver joint value and great consumer experiences
What we believe matters most to them
A portfolio of leading brands that meets evolving consumer preferences
Identification of opportunities that offer profitable growth
Insights into consumer behaviour and shopper trends
Trusted product quality
Innovation, promotional support and merchandising
Availability and reliable supply and stocking
Technical expertise
Joint risk assessment and mitigation
Sustainability and societal credentials
How the Board seeks to engage
Regular review of innovation pipeline and inorganic opportunities to ensure a broad portfolio at multiple price points
Review of supply chain footprint to ensure efficient delivery of products to customers
Direct engagement with key customers during market visits
Reporting to the Board
Regular performance updates by the Chief Executive, including customer and route-to-consumer concerns
Deep dive reviews on key regions or markets, including for example during fiscal 23 in relation to Latin America and Caribbean, include consideration of customer relationships
Upcoming priorities
Scheduling face-to-face meetings for Directors to meet representatives of key customers during market visits
Enhancing relationships between the company and its customers through engagement opportunities
Stakeholder and why we engage

Suppliers
Our suppliers, service providers and agencies are experts in their fields
We rely on them to deliver high-quality products and market responsibly
We collaborate with them to improve our collective impact, ensure sustainable and resilient supply chains, and make positive contributions to society
What we believe matters most to them
Strong, mutually beneficial partnerships
Strategic alignment and growth opportunities
Fair contract and payment terms
Collaboration to realise innovation
Consistent performance measures
Joint risk assessment and mitigation
Sustainability and societal credentials
How the Board seeks to engage
Periodic review of supply chain footprint in key markets to ensure resilience and flexibility, monitoring environmental impacts and efficiencies
Review and approval of material supply and procurement contracts including for critical raw materials
Supporting management in improving supplier relationships through fair contract and payment terms, compliance with Diageo's 'Partnering with Suppliers Standard' and working collaboratively to mitigate environmental impacts and achieve ESG goals
Reporting to the Board
Terms of material contracts with suppliers are reviewed by the Board
Periodic updates provided to the Board in relation to supply chain agility programme rollout
Supply chain sustainability and other ESG data included in quarterly 'Society 2030: Spirit of Progress' reports provided to the Board
Upcoming priorities
Continued focus on rollout of supply chain agility programme
Monitoring impact of supply chain disruption on operations, including through Audit Committee risk reviews
Supervision of initiatives to improve sustainability and supply chain resilience
140

Governance (continued)

Communities
We aim to create long-term value for the communities in which we live, work, source and sell
We can help build thriving communities and strengthen our business through empowering people, increasing access to opportunities and championing inclusion and diversity
What we believe matters most to them
Impact of our operations on the local economy
Access to skills development, employment and supplier opportunities
Inclusion, diversity and tackling inequality in all forms
Responsible use of natural resources, biodiversity and sustainability
Transparency and engagement
How the Board seeks to engage
Setting targets and monitoring progress on broader societal matters, including promoting positive drinking, inclusion and diversity
Considering the environmental and social consequences for communities of its key decisions, including encouraging inclusion and diversity, equal employment opportunities, skills development and support for communities and through wider value chains

Reporting to the Board
Quarterly reports provided to Board on progress made in relation to 'Society 2030: Spirit of Progress' targets
Reports on macro-economic and socio-political events provided to Board by management
Upcoming priorities
Monitoring progress in relation to positive drinking programmes, including SMASHED and similar initiatives
Supporting management in advocacy in relation to water stewardship ambitions

Investors
We want to enable equity and debt investors to have an in-depth understanding of our strategy, our operational, financial and holistic performance, so that they can more accurately assess the value of our business and the opportunities and risks of investing in it
What we believe matters most to them
Strategic priorities, opportunities and risks
Financial performance
Corporate governance
Leadership credentials, experience and succession
Executive remuneration policy
Shareholder returns
Environmental, inclusion and diversity, and social commitments and progress
How the Board seeks to engage
Regular engagement between key investors and Chief Executive and Chief Financial Officer through Investor Relations programme of events
Participation in investor conferences such as the Consumer Analyst Group of New York meeting in February 2023
Hosting investor events such as the Diageo Scotch day in June 2023
Attendance at the Annual General Meeting in October 2022, including responding to questions from shareholders
Reporting to the Board
Monthly reports compiled by Investor Relations team provided to the Board, providing details on engagement sessions with investors and key trends
Biennial survey of investor sentiment carried out by external consultancy and report provided to the Board
Upcoming priorities
Continued proactive engagement with investors through structured programme of engagement activities over the year
Preparing for the Annual General Meeting to be held in September 2023
Engaging directly with investors through roadshow following announcement of fiscal 23 results
141

Governance (continued)

Governments and Regulators
The regulatory environment is critical to the success of our business
We share information and perspectives with those who influence policy and regulation to enable them to understand our views on areas that can impact public health and our business
What we believe matters most to them
Compliance with applicable laws and regulations
Contribution to national and local economic development and public health priorities
International trade, excise, regulation and tackling illicit trade
Tackling harmful drinking and the impact of responsible drinking initiatives
Climate change and water sustainability agendas, including carbon reduction, human rights, environmental impacts, sustainable agriculture, biodiversity and support for communities
How the Board seeks to engage
Indirect engagement through periodic updates from Chief Executive and corporate relations executives
Review of macro-economic and geopolitical developments as part of strategy sessions
Updates on regulatory developments, including in relation to non-financial reporting, corporate governance and public policy
Reporting to the Board
Reports on socio-political events and issues periodically provided to the Board
Developments in regulatory matters, including governance and reporting obligations, are included in biannual reports to the Board prepared by management
Upcoming priorities
Monitoring developments in regulation and best practice in respect of non-financial reporting requirements, corporate governance and audit regime
Supporting management's advocacy in relation to key public policy matters including water stewardship, positive drinking, inclusion and diversity

Principal Board decision – Transforming our business processes and systems
In May 2022, the Board approved the commencement of a multi-year project with the aim of improving Diageo’s internal processes and upgrading its financial systems and technology. This project is expected to be a significant business change programme introducing more intuitive business processes, powered by technology, to provide better access to data and information in order to enable quicker and more informed decision-making. The project, which is expected to be implemented over a five-year period, has been designed to enhance Diageo’s business resilience and controls environment through simplifying and standardising the group’s ways of working across its functional domains. A key part of the project will be a transition to a new cloud-based enterprise resource planning platform, SAP S/4 HANA, which will be used to manage Diageo’s day-to-day business activities, enabling the flow of data between the group’s business processes in a way which minimises duplication and provides data integrity. During the course of fiscal 23, the progress of the project has been monitored by both the Board and Audit Committee due to its importance to the company’s controls and reporting capabilities. For example, at its meetings in January 2023 and April 2023 the Audit Committee reviewed reports from the project team and supervised key decisions. These included the appropriate timing and phasing of rollout of the project, the need to ensure standardisation of end-to-end process ownership through a global process ownership model, the establishment of appropriate governance structures for the project, and the selection and engagement of key third-party suppliers and partners for implementation.
The Board has also considered a number of broader interdependencies between this project and other matters, including its relationship with the company’s culture and workforce capabilities, and the impact of the project on the scope of work of certain other functions. One related matter was the impact of the change in the company's functional currency to US dollar which took effect from 1 July 2023, as noted on page 279. As it was important to ensure that the company's reporting systems were capable of operating in a different currency, the Board was kept informed of the work being undertaken to prepare the company's reporting systems to minimise any disruption and ensure a smooth transition. As a result, when the functional currency change took effect, the Board approved go live of the systems change and approved a change in the company's presentation currency to US dollar to provide a better alignment of the reporting of Diageo's performance with its business exposures. The Board has also decided that commencing with the interim dividend to be declared in January 2024 and paid in April 2024, it intends to declare future dividends denominated in US dollar but that, subject to the relevant resolutions being passed at the forthcoming AGM, holders of ordinary shares will continue to receive their dividends in sterling and will be offered the option to elect to receive their dividends in US dollar instead while holders of the company's ADRs will continue to receive dividends in US dollar as is currently the case.
The potential implications of the project on key stakeholder groups have been important factors in these considerations, as required under Section 172 of the Companies Act. These have included:
the impact of this project on the day-to-day activities and experience of employees and the wider workforce, including in particular the importance of simplification and streamlining of internal processes, as noted by feedback consistently received through the various engagement structures used by the Board to understand workforce views;
the improved capabilities in terms of accessibility and robustness of data as a result of implementing the new platform, which should enable quicker reporting both internally but also to external stakeholders including regulators and authorities;
142

Governance (continued)
the benefits for investors and analysts in better understanding business performance by minimising foreign exchange volatility through the presentation of results and declaration of dividends in US dollars, consistent with the company's functional currency and more representative of its underlying business;
the ability to offer choice to shareholders as to which currency in which to receive payment of dividends; and
the implications of the new platform for supply chain third parties and customers, including customer and vendor lifecycle management processes, product sales reporting and returnable packaging management.

Wider stakeholder engagement
Diageo has ambitious goals across a variety of social and environmental targets and has a long track record of working with stakeholders to achieve these goals. Our ambition to be one of the best performing, most trusted and respected consumer products companies in the world can only be achieved through engagement and partnership with our stakeholders. The Board and its members have engaged directly and indirectly with a number of its key stakeholders during fiscal 23, which has seen continued volatility and uncertainty in many markets and has sought to understand and respond to stakeholder considerations in making its decisions and determining the company’s strategy and goals. These include the following activities:
During fiscal 23, the Board met and engaged with the company’s key customers in North America, discussing their experience of working with Diageo including over the period of the Covid-19 pandemic, how the company’s ‘Raising the Bar’ programme and other support measures assisted them during this period and the impact of inflation and cost-of-living pressures on current consumer trends. Feedback received from customers in different markets is also reported to the Board by the Chief Executive in her regular performance summaries. Customer feedback about market trends and consumer activity, as well as the performance of the company’s portfolio, is an important input into the company’s consumer insights tools which are used as guidance for innovation, product development and marketing initiatives.
The Board has continued its annual cycle of visits to different Diageo offices and production sites during fiscal 23. Directors met in Scotland in November 2022 for a multi-day meeting including an immersion into our production processes and facilities and a deep dive into the commercial and marketing aspects of our scotch whisky business. Meeting a broad group of employees supporting our production and scotch businesses enabled a deep understanding of the complexity of long-term forecasting and demand planning on production and maturation timelines for aged liquids. This is particularly relevant to recent decisions in relation to significant capital investment in our supply chain including in distillation and maturation capacity, where learnings from our supply sites in Scotland can be applied in relation to developing our supply capacity in other markets, including for example in respect of tequila production in Mexico.
The Board’s workforce engagement programme is a well-established process with regular engagement sessions held with different parts of the global workforce over the course of the year, involving all Non-Executive Directors. These sessions provide Non-Executive Directors with insights into the company’s culture which are then fed back to the company’s engagement teams and used to shape our approach to people. See page 142-143 for this year’s workforce engagement statement which includes further details of the programme.
Engagement with investors and analysts has remained a focus during fiscal 23, with a programme of regular meetings, calls and other engagement activities coordinated by the Investor Relations function. Highlights include participation by Board members, including the former and current Chief Executives and the CFO, alongside other senior executives at the annual Consumer Analyst Group of New York meeting held in February 2023 in Florida. Investor representatives and analysts were also invited to attend a presentation at Johnnie Walker Princes Street in Edinburgh which focussed on the company’s scotch whisky portfolio and business led by the current Chief Executive supported by the Chief Marketing Officer and the Chief Financial Officer, which was also webcast. Materials from these sessions are available on https://www.diageo.com/en/investors/results-reports-and-presentations.
Further information on our stakeholders, what we think is important to them and how the Board engages and responds to them can be found on pages 137-140. A case study summarising how stakeholder considerations were taken into account by the Board during fiscal 23, as required by Section 172 of the Companies Act, in respect of one of its principal decisions is set out on page 141.


Executive direction and control
Executive Committee
The Executive Committee, appointed and chaired by the Chief Executive, supports her in discharging her 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 operational and functional components of the business: North America, Europe, Africa, Latin America and Caribbean, Asia Pacific, Supply Chain and Procurement and Corporate. The Executive Committee focusses its time and agenda to align with the Performance Ambition and how to achieve Diageo’s financial and non-financial performance objectives. Performance metrics have been developed to measure progress. There is also focus on the company’s reputation. In support, monthly performance delivery calls, involving the managing directors of each market, focus on current performance. Committees appointed by the Chief Executive and intended to have an ongoing remit, including the Audit & Risk Committee, Finance Committee and Filings Assurance Committee, are shown (with their remits) at https://www.diageo.com/en/our-business/corporate governance.

143

Governance (continued)
Performance evaluation
With the assistance of the Company Secretary, the evaluation of the Board's effectiveness, including the effectiveness of the Board's Committees and Directors, was undertaken from December 2022 to January 2023. The purpose of the evaluation was to review and evaluate how the Board and its Committees operate as measured against current best practice corporate governance principles framed by reference to Principle L and Provisions 21, 22 and 23 of the Code.
This year's evaluation was an internally managed process, comprising an online questionnaire for all Directors to complete, designed to gather an assessment of the level of satisfaction with specific areas and to enable each Director to express their views on them. The evaluation focused on Directors' views on three areas, being (i) Board composition, balance and performance, (ii) Board and Committee topics, support and provision of information, and (iii) Committees' effectiveness and performance. Responses to questions were sent to the Chairman of the Board and responses on the effectiveness of the Committees were also submitted to the respective Committee Chairmen. Following receipt of responses on the evaluation on the Chairman, the Senior Independent Director held a meeting with the Directors without the Chairman present to provide feedback in relation to the Chairman, consistent with the requirements of the Code. The results of the evaluation process were reviewed by the Board at its meeting in January 2023 at which various actions were agreed to be taken. It is the Board’s intention to continue to review annually its performance and that of its Committees and individual Directors, with such evaluation being carried out by an external facilitator every three years. The evaluation to be undertaken in 2023 will be carried out by the end of the calendar year with the assistance of an external facilitator, which will be engaged in due course following completion of a tender process. The Chairman has confirmed that the Non-Executive Directors standing for re-election at this year’s AGM continue to perform effectively, both individually and collectively as a Board, and that each demonstrates commitment to their roles. The main conclusions and key areas for focus highlighted by the December 2022 evaluation are set out in the table below.
Main conclusionsKey actions for focus
General feedback
Broad satisfaction with the composition, expertise and performance of the Board and content of its meetings
Diversity, inclusivity and openness of the Board are strengths
Performance of the Committees was felt to be strong and led well by the respective Chairs
Continue to encourage culture of open discussion amongst Board members and with Executive Committee members
There remain opportunities for improvement in the interactions between management and Board members
Board composition
Board members feel well integrated into the Board and company
Strong focus on succession planning, particularly over the short to mid term
Transition in Board composition will require continued focus on key areas of expertise and experience
Continue focus on Board and management succession planning and on ensuring pipeline of high-quality, diverse talent
Identify key areas for additional expertise and focus recruitment and talent pipeline on these areas in particular
Strategic focus
Continued focus on medium and longer-term issues, including tracking of key strategic decisions and investments
Regular discussions of culture and values are welcomed
Continued focus on ‘Society 2030: Spirit of Progress’ programme including approach to reporting in light of changing regulatory environment
Opportunities to enhance strategic focus of Board discussions, including in respect of emerging trends over the medium and long term
The workforce engagement process has been effective and beneficial
Increase focus on key strategic matters, emerging trends and medium to long-term issues, ensuring appropriate allocation of time and resources
Schedule post-completion reviews of key strategic decisions
Identify alternative ways of reporting progress in relation to ongoing initiatives and projects

Company secretarial support
Broad recognition of an effective Company Secretarial function and the support provided to the Board
Re-design of the Board induction process has been very positive
Pre-read materials have improved significantly; however, there is a desire for even greater focus on key issues
Continue to find opportunities for Board to engage with workforce in different geographies and to visit production facilities, sites and offices
Continue to develop and enhance induction process for new Directors
Continue focus on ensuring high-quality pre-read materials, action closure and time allocation

Workforce Engagement statement
At Diageo, creating an inclusive culture and an environment where people can openly share their views and feel listened to is key to sustaining high levels of engagement and remaining a great place to work.
To help us understand colleagues’ experience at Diageo, we listen to their views using formal and informal channels. Diageo’s Workforce Engagement programme is an important way for the Board to gather employee insights and feedback on key topics, including culture, strategy and ways of working. It is also a valued opportunity for teams to have direct access to members of the Board.
144

Governance (continued)
Diageo’s Chairman has acted as Non-Executive Director designated to workforce engagement over the past four years. In fiscal 23, together with all Non-Executive Directors, twelve sessions were held with 948 colleagues across all regions, functions and organisational levels.
Sessions have been highly engaging, with the Chairman and Non-Executive Directors valuing open conversations. These have highlighted many positive aspects of Diageo’s culture, as well as areas of opportunity.
The themes emerging from these workforce engagement discussions are:
Colleagues shared their pride in working for Diageo and attributed this to the company’s advantaged culture, which connects them with Diageo’s purpose and brands, as well as the quality of leadership and management’s focus on performance.
Diageo’s ongoing commitment to ‘Society 2030: Spirit of Progress‘ targets, including a leading approach to inclusion and diversity, as well as an embedded approach to doing business in the right way were positive highlights in the discussions.
The calibre of talent across the business is seen as a strength and colleagues spoke positively about opportunities for learning and career development.
Overly complex systems and processes were highlighted as barriers that can at times prevent colleagues from operating in the most efficient way. Improvements are being felt, and colleagues spoke positively of Diageo’s commitment to invest further in this area, including Diageo’s recently announced five-year investment into global digital transformation.
Colleagues acknowledged positive shifts that are helping to speed up decisions, such as stronger cross-market collaboration, freedom to test and learn and quicker decision-making.
These themes were also reflected in this year's strong engagement results seen in the global employee survey, Your Voice, where engagement levels grew a further 1% to 84%, and pride in working for Diageo is at an all-time high at 91%.
Insights gathered from workforce engagement sessions held by the Board, alongside broader listening tools such as Your Voice survey, have helped to listen and respond to the perspectives of our employees, as well as identify specific areas to further enhance our employee experience.
In this coming year, Karen Blackett has taken over accountability as the designated Non-Executive Director for workforce engagement. Karen, along with all other Non-Executive Directors, will continue to engage in meaningful conversation with a wide range of colleagues to help shape our culture, policies and ways of working, and ensure these insights help to inform the Board’s decision-making.


Purpose, values and culture
The Board is responsible for establishing Diageo’s purpose, values and culture and for monitoring how embedded that culture is within our business. Diageo has a long-established purpose and set of values which resonate strongly with our employees, as indicated by the Board's engagement sessions with Diageo's workforce and our employee surveys. We are very conscious that Diageo must operate with the highest standards of governance, doing business the right way, from grain to glass. This principle is embedded in our Code of Business Conduct and global policies, aligned with our ‘Society 2030: Spirit of Progress‘ goals, and reflected in our ways of working. We are pleased that we have a strong reputation for inclusion and diversity which reflects our values, attracts the best talent and enables our people to succeed. In order to improve our pace, agility and resilience, we continue to look to simplify and streamline our internal processes including through the launch of a significant business process and systems transformation project which is implemented in phases over the next few years, further details of which are set out on pages 140-141.
There are a number of ways in which the Board monitors and assesses culture, including:
Site visits
Directors are encouraged to visit the group’s offices, production facilities and sites in different markets and regions so that they can get a better understanding of the business and interact with employees and the wider workforce. Over the last year, Directors have visited the company's headquarters in London on a number of occasions as well as our offices in New York, meeting and interacting with employees. There have also been visits to our spirits production facilities, scotch brand homes and visitor centres in Scotland and a number of Directors have also travelled or are planning to travel to other locations, including our tequila operations in Mexico. At these locations, Directors get the opportunity to meet and discuss issues with employees, to see how Diageo’s safety and sustainability processes work in practice, to talk with local management and workforce and to assess how effectively Diageo’s culture is communicated and embedded at all levels. As part of the Board's workforce engagement programme, Non-Executive Directors regularly hold in-person and virtual meetings, townhalls and question and answer sessions with Diageo employees in different locations over the course of the year.
Employee surveys
The Board receives reports from the Chief HR Officer on the results of the company’s global annual ‘Your Voice’ survey, including levels of employee engagement, employee perceptions of Diageo’s purpose and of their line managers (including net promoter scores), and any themes raised. The survey results also give visibility of areas on which management must continue to focus, including continued simplification and process improvement work across the business. Results of this year's 'Your Voice' survey are indicated on page 43.

145

Governance (continued)
SpeakUp allegation reporting
The Business Integrity team provides regular reports to the Audit Committee of allegations of breaches of the Code of Business Conduct and other group policies, including those received through our confidential and independent whistleblowing service SpeakUp. These reports also include analyses of emerging trends, investigation status reports and closure rates, and summaries of actions taken. These reports enable the Directors to gain an understanding of common issues and action planning, as well as providing insights into how embedded Diageo’s purpose, values and culture are across its markets and functions.
For more details of the SpeakUp service, see page 150.

Workforce engagement programme
Insights drawn from the Board’s annual programme of workforce engagement are used by the Board to monitor and assess the culture of the company, with recommendations being fed back to management regularly with workforce engagement being discussed at Board meeting sessions twice a year. Over the past few years, the engagement programme has expanded to enable all Non-Executive Directors to participate by directly engaging with employees from a variety of regions, functions and levels in the business. From 1 July 2023, the role of Non-Executive Director with responsibility for workforce engagement transitioned from the Chairman to Karen Blackett. For more on workforce engagement, see pages 142-143.
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 consolidated financial statements were approved and accords with the guidance issued by the FRC in September 2014, entitled ‘Guidance on Risk Management, Internal Control and Related Financial and Business Reporting’. The Board confirms that, through the activities of the Audit Committee described below, a robust assessment of the principal and emerging risks facing the company, including those that would threaten its business model, future performance, solvency or liquidity, has been carried out. These risks and their mitigations are set out above in the section of the UK Annual Report dealing with principal and emerging risks on pages 113 to 123.
The Board acknowledges that it is responsible for the company’s systems of internal control and risk management and for reviewing their effectiveness. The Board confirms that, through the activities of the Audit Committee described in its report, it has reviewed the effectiveness of the company’s systems of internal control and risk management. During the year, the Audit Committee considered the nature and extent of the risks that the Board was willing to take to achieve its strategic goals and reviewed the existing internal statement of risk appetite, which had been updated this year by the Executive Audit & Risk Committee, following which the Audit Committee made a recommendation to the Board which was then approved. The Audit Committee reviews the company's principal risks regularly throughout the year in accordance with a schedule proposed by management with each such risk being reviewed by management in the Audit & Risk Committee prior to it being considered by the Audit Committee. The Board also regularly reviews emerging and disruptive risks as part of its Annual Strategy Conference, held this year in April in New York, from which a number of topics are identified for more detailed review by either the Board or the Audit Committee over the following 12 months. The company has in place internal control and risk management systems in relation to the company’s financial reporting process and the group’s process for the preparation of consolidated accounts. Further, a review of the contents of the company's public filings and disclosures, including its consolidated financial statements and non-financial disclosures, is completed by management through the Filings Assurance Committee to ensure that the contents of the company's interim and preliminary results announcements, Annual Report and Form 20-F appropriately reflect the non-financial and financial position and results of the group. Further details of this are set out in the Audit Committee report on pages 146-153.

Viability statement
In accordance with the Code, the Board has also considered the company’s longer-term viability, based on a robust assessment of its principal and emerging risks. This was done through the work of the Audit Committee which recommended the Viability statement to the Board. For further information about how the Board has reviewed the long-term prospects of the group, see page 94 of the UK Annual Report.

Going concern
Management prepared cash flow forecasts which were also sensitised to reflect severe but plausible downside scenarios taking into consideration the group's principal risks. In the base case scenario, management included assumptions for mid-single digit net sales growth, operating margin improvement and global TBA market share growth. In light of the ongoing geopolitical volatility, the base case outlook and severe but plausible downside scenarios incorporated considerations for a prolonged global recession, supply chain disruptions, higher inflation and further geopolitical deterioration. Even under these scenarios, the group’s liquidity is still expected to remain strong, as it was protected by issuing €500 million of fixed rate euro and $2 billion of fixed rate dollar-denominated bonds in the year ended 30 June 2023. Mitigating actions, should they be required, are all within management’s control and could include reductions in discretionary spending such as acquisitions and capital expenditure, as well as a temporary suspension of the share buyback programme and dividend payments in the next 12 months, or drawdowns on committed facilities. Having considered the
146

Governance (continued)
outcome of these assessments, the Directors are comfortable that the company is a going concern for at least 12 months from the date of signing the group's consolidated financial statements.

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 £0.83 million during the year (2022 – £0.64 million). These contributions were made almost exclusively to federal and state candidate committees, state political parties and federal leadership 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 a better understanding of the group and its views on commercial matters, as well as a generally improved business environment.

Directors' responsibilities in respect of the Annual Report, Form 20-F and financial statements
The Directors are responsible for preparing the Annual Report, the information filed with the SEC on Form 20-F and the group and parent company financial statements in accordance with applicable law and regulation. Company law requires the Directors to prepare financial statements for each financial year. Under that law, the Directors have prepared the group consolidated financial statements in accordance with UK-adopted international accounting standards and the parent company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 101 ‘Reduced Disclosure Framework’, and applicable law). In preparing the group consolidated financial statements, the Directors have also elected to comply with International Financial Reporting Standards issued by the International Accounting Standards Board (IFRSs as issued by IASB).
Under company law, the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and parent company and of the profit or loss of the group and parent company for that period. In preparing the financial statements, the Directors are required to:
select suitable accounting policies and then apply them consistently;
state whether applicable UK-adopted international accounting standards, IFRSs issued by IASB have been followed for the group financial statements and United Kingdom Accounting Standards, comprising FRS 101 ‘Reduced Disclosure Framework’ and applicable law have been followed for the parent company financial statements, subject to any material departures disclosed and explained in the financial statements;
make judgements and accounting estimates that are reasonable and prudent; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and company will continue in business.
The Directors are responsible for safeguarding the assets of the group and parent company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The Directors are also responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and parent company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and parent company and enable them to ensure that the financial statements and the Directors’ Remuneration Report comply with the Companies Act 2006. The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the company’s website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.


147

Governance (continued)
AUDIT COMMITTEE REPORT

Ensuring integrity across the business

Dear Shareholder
On behalf of the Audit Committee, I am delighted to present the Committee’s report for the year ended 30 June 2023.
The Audit Committee has discharged its responsibilities over the year by providing effective independent oversight, with the support of management and the external auditors. The Committee has carried out its role of monitoring and reviewing the integrity of the company’s financial statements and reporting, its internal control and risk management processes, its audit and risk activities, business conduct and integrity, whistleblowing and breach allegation investigations, and the appointment and performance of the external auditor. Regular reports on internal audit findings, business integrity and controls assurance work, breach allegation and investigation processes were given to and reviewed by the Committee. The Committee has also reviewed the company's principal and emerging risks, its approach to risk appetite and mitigations and has reviewed deep dives into key areas of potential risk including supply chain disruption, pension funding, cyber security and IT resilience, climate change, counterfeit and product quality, pandemics and business interruption, business ethics and integrity, and international taxation.
The Committee has also supervised progress in relation to a business transformation project which the company has commenced this year and which, once implemented, will enhance the company's internal reporting, systems and data management capabilities. Further details of this project are set out on page 142.
Over the past few years, we have been closely following proposed regulatory and reporting changes, including changes to the UK corporate governance and audit regimes, implications of future EU reporting requirements with regard to corporate sustainability and supply chain due diligence, and developments in US disclosure requirements including in relation to climate change. This year the Committee has supervised how the company is responding to and preparing for these changes, in particular focussing on its approach as to the development of internal processes and capabilities for the validation and assurance of externally reported information in anticipation of drafting an audit and assurance policy. The company has also taken further steps this year to integrate its financial and non-financial disclosure processes to improve consistency and robustness in reporting with oversight by the Committee. We have also commenced an audit services tender process during fiscal 23 which we expect to complete before the end of the current year.
The performance of the Audit Committee was again evaluated this year and I am pleased to note that feedback from Directors indicated very strong satisfaction with the Committee's performance.
The Committee remains committed to continuing to discharge its duties effectively and diligently during fiscal 24.

Alan Stewart
Chairman of the Audit Committee
148

Governance (continued)
Role and composition of the Audit Committee
The role of the Audit Committee is fully described in its terms of reference, which are available at
https://www.diageo.com/en/our-business/corporate-governance.
The Nominationmembers of the Audit Committee comprises Javier Ferránare independent Non-Executive Directors being Alan Stewart (Committee Chairman), Melissa Bethell, Karen Blackett, Susan Kilsby, Valérie Chapoulaud-Floquet, Sir John Manzoni, Lady Mendelsohn Alan Stewart and Ireena Vittal.

Recruitment and election procedures
The recruitment process for Non-Executive Directors includesChairman of the developmentBoard, the Chief Financial Officer, the General Counsel & Company Secretary, the Group Controller, the Head of a candidate profileGlobal Audit & Risk (GAR), the Chief Business Integrity Officer, the General Counsel Corporate, the Group Chief Accountant and the engagementexternal auditor regularly attend meetings of Egon Zehnder, a professional search agency (which has no connectionthe Committee. The Audit Committee met privately with the company other than acting as an executive search agency) specialising inexternal auditor, the recruitmentChief Business Integrity Officer and the Head of high-calibre candidates for non-executive and executive roles. InGAR regularly during the caseyear. During the course of Executive Director or Executive Committee appointments, an executive leadership assessment is carried out by an external professional agency. Reports on potential appointees are provided tothe year, the Committee which, after careful consideration, makes a recommendation to the Board. In determiningmet five times and its recommendations, the Committee has regard to a broad range of factors including the candidate’s background, skillset and experience, their ability to express independent judgement and participate across a broad range of topics, including on sustainability and societal matters, their ability to devote sufficient time to the company and whether their appointment would contribute towards the Board’s diversity objectives.
Any new Directors areduly appointed by the Board and, in accordance with the company’s articles of association, they must be elected at the next AGM to continue in office. All existing Directors retire by rotation and stand for re-election every year. While the company’s policy is for all Directors to attend the AGM, either physically or by video conference as permitted by the company's Articles of Association.subcommittee met once. Details of attendance of all Board and Committee meetings by Directors are set out on page 154.126.

Reporting and financial statements
During the year, the Audit Committee reviewed the interim results announcement, including the interim financial statements, the Annual Report and associated preliminary results announcement and Form
20-F, focussing on key areas of judgement and complexity, critical accounting policies, disclosures (including those relating to contingent liabilities, climate change and principal risks), viability and going concern assessments, provisioning and any changes required in these areas or policies. The Audit Committee has also focussed in particular on the company’s approach to assurance and internal approvals processes. The company has again looked to develop its non-financial reporting in a manner that enhances consistency with the financial reporting and throughout the Strategic Report, including in relation to compliance with the recommendations of the Task Force on Climate-related Financial Disclosures.
This year the Committee has also had oversight of management's transformation project to improve Diageo’s internal processes and upgrading its financial systems and technology, with a particular focus on its impact on the company’s controls and reporting capabilities. The impact of the change in the company's functional and presentational currency, which took effect in July 2023, was also considered by the Committee. Further details of this project are set out on page 142.
The company has in place internal control and risk management systems in relation to the company’s financial and non-financial reporting process including the group’s process for the preparation of consolidated financial statements. A review of the consolidated financial statements and the draft Annual Report is completed by the Filings Assurance Committee (FAC) to ensure that the financial position and results of the group are appropriately reflected therein. In addition to reviewing draft financial statements for publication at the half and full year, the FAC is responsible for examining the company’s financial and non-financial information and disclosures, the effectiveness of internal controls relating to financial and non-financial reporting and disclosures, legal and compliance issues and determining whether the company’s disclosures are accurate and adequate. The FAC comprises senior executives such as the Chief Executive, the Chief Financial Officer, the General Counsel & Company Secretary, the General Counsel Corporate & Deputy Company Secretary, the Group Controller, the Group Chief Accountant, the Head of Investor Relations, the Head of GAR and the Chief Business Integrity Officer. The company’s external auditor also attends meetings of the FAC. The Audit Committee reviewed the work of the FAC and a report on the conclusions of the FAC process was provided to the Audit Committee by the Chief Financial Officer.
Diageo has carried out an evaluation, under the supervision and with the participation of management, including the Chief Executive and Chief Financial Officer, of the effectiveness of the design and operation of Diageo's disclosure controls and procedures (as defined in the US Securities Exchange Act Rule 13a-15(e)) as of the end of the period covered by this Annual Report. Based upon that evaluation, Diageo's Chief Executive and Chief Financial Officer concluded that, as of 30 June 2023, Diageo's disclosure controls and procedures were effective.

As part of its review of the company's Annual Report and associated disclosures, the Audit Committee has considered whether the report is ‘fair, balanced and understandable’ and provides the information necessary for shareholders to assess the company's position, performance, business model and strategy, as required by Principle N of the Code. In doing so, the Committee has noted the guidance issued by the FRC on this subject as well as best practice recommendations from external advisors. The Committee has considered factors such as whether the report includes descriptions of the business model, strategy and principal risks which are sufficiently clear and detailed to enable users to understand their importance to the company, whether the report is consistent throughout with the narrative reflecting the financial statements and understanding of directors during the year, that information is presented fairly, without omission of material information and not in a manner which might mislead users.
The Committee has also considered the presentation of GAAP and non-GAAP measures to ensure appropriate prominence is given to GAAP measures and that non-GAAP measures are presented consistently and can be clearly reconciled. The Audit Committee has also considered the governance and processes undertaken by management in drafting, developing and reviewing the contents of the Annual Report, which have been designed to ensure the robustness and adequacy of the information contained in it, including review by and input from senior executives, the company's advisors and through the work of the FAC. On this basis, the Audit Committee recommended to the Board that it could make the required statement that the Annual Report is ‘fair, balanced and understandable’.



173149

Governance (continued)
FRC correspondence
The Committee reviewed a letter to the company from the FRC following their review of the company's interim results announcement for the six months ended 31 December 2022. The Committee was pleased to note that the FRC had no questions or queries to raise following their review, although their letter did include some matters which the FRC believed could be improved for the benefit to users. In its reply to the FRC, the company noted those comments and confirmed that they would be taken into consideration in future reporting. The Committee notes that the FRC's review does not provide assurance that the interim results were correct in all material respects as the FRC's role is not to verify information but to consider compliance with reporting requirements.

External auditor
During the year, the Audit Committee reviewed the external audit strategy and the findings of the external auditor from its review of the interim results and its audit of the consolidated financial statements.
The Audit Committee reviews annually the appointment of the auditor (taking into account the auditor’s effectiveness and independence and all appropriate guidelines) and makes a recommendation to the Board accordingly. Any decision to open the external audit to tender is taken on the recommendation of the Audit Committee. There are no contractual obligations that restrict the company’s current choice of external auditor. Following the last tender process, PwC was appointed as auditor of the company in 2015. Richard Oldfield became the lead audit partner for the year ended 30 June 2021, following the rotation of the previous partner, and has been the lead audit partner during the year ended 30 June 2023. After three years in role, Richard is stepping down as the lead audit partner at PwC on the conclusion of the audit for the year ended 30 June 2023. We thank Richard for his conduct of the audit during his tenure. Richard will be replaced by Scott Berryman. The selection process for the new lead audit partner was designed to identify the best qualified partner for the role, to ensure audit quality. A shortlist of candidates was identified and interviewed by the Chairman of the Audit Committee and the Chief Financial Officer. The final selection was based on feedback from those interviews as well as an assessment of the candidates’ experience and expertise. We look forward to working with Scott, who has extensive knowledge of UK and US reporting requirements, and who we believe will continue to ensure the quality of the audit.
As the company is required to have a mandatory audit tender after 10 years, management has initiated an audit services tender process which is expected to complete during the year ending 30 June 2024. The Audit Committee considers that it is appropriate to initiate such a process at this time in order to prepare for an adequate transition during 2025 in the event that a new audit firm is selected. The company has complied with the provisions of The Statutory Audit Services for Large Companies Market Investigation (Mandatory Use of Competitive Tender Processes and Audit Committee Responsibilities) Order 2014 (CMA Order) for the year ended 30 June 2023.

External auditor effectiveness and quality
The Audit Committee assesses the ongoing effectiveness and quality of the external auditor and audit process through a number of methods, commencing with identification of appropriate risks by the external auditor as part of its detailed audit plan presented to the Audit Committee at the start of the audit cycle. These risks were reviewed by the Committee and the work performed by the auditor was used to test management’s assumptions and estimates relating to such risks. The effectiveness of the audit process in addressing these matters was assessed through reports presented by the auditor to the Audit Committee which were discussed by the Committee at both the half-year, in January, and year-end, in July. Following completion of the audit process, feedback on its effectiveness was provided through review meetings with the company’s finance team and management and completion of questionnaires, in advance of management and the auditor providing assessments of auditor effectiveness and quality to the Audit Committee for consideration at its meeting in December. This year the questionnaire was updated to ensure more focus on the extent to which the auditor had challenged management. The auditor assessment is undertaken based on guidance issued to audit committees by the FRC in April 2016 and draft Minimum Standards for Audit Committees published by the FRC in November 2022, and includes consideration of the findings of the FRC's Audit Quality Review team which published its report on PwC in July 2022, periodic regulatory review carried out by the PCAOB and the Quality Assurance Department of the Institute of Chartered Accountants in England and Wales, as well as benchmarking of the auditor as against its peers. In this year's assessment, the overall satisfaction with PwC's performance was rated as solid, remaining broadly flat as compared to the prior year. Decreases from the prior year resulted from two issues, being the audit process in relation to hyperinflation in Turkey and the audit of certain UK subsidiaries. Consistent strong feedback was provided as to auditor independence, quality control processes, professional expertise, business knowledge and quality communication between auditors and management, which was consistent with the prior year's assessment. Areas where continued focus was required included timely review and feedback on audit matters, better alignment in internal communication, resource continuity and use, pro-activity in driving efficiencies, provision of best practice examples of processes and controls, and transparency on audit activities throughout the year. It was concluded that the relationship between the auditor and management was strong and open, with open and clear communications on areas and views which are considered significant.
During the external audit, the auditor challenged management on its approach taken as to impairment testing, including in relation to the impact of business projects across a number of markets and economic conditions in India and Turkey, and other judgemental matters such as pension valuations and tax assessments. The auditor also challenged management while preparing the Annual Report in relation to whether disclosures as to the impact of certain risks in the financial statements were sufficiently consistent with and linked to the risks and disclosures set out in the Strategic Report and whether there was sufficient balance in the Strategic Report. These challenges were assessed by the Audit Committee which sought additional evidence from management in support of their assessments, including requesting that independent legal opinions were provided as to certain tax positions.
150

Governance (continued)
External appointmentsauditor independence
The group has a policy on auditor independence and on the use of the external auditor for non-audit services, which is reviewed annually, most recently in July 2023. When last reviewed, minor changes were agreed to be made to the policy’s contents, reflecting the change in functional currency of the company and certain other administrative changes. Under the auditor independence policy, any member of the PwC global network shall provide to the company, its subsidiaries or any related entity only permissible services, subject to the approval of the Audit Committee after it has properly assessed through its governance process the threats to independence and the safeguards applied in accordance with the FRC Ethical Standard and US Public Company Accounting Oversight Board rules. These services are set out in full in the policy and are generally those which the external auditor is best placed to provide, which may include reporting required by law or regulation to be performed by the auditor and services where the services are closely linked to audit work and where the auditor's understanding of the group is relevant to the services. Any FRC permissible service to be provided by the auditor, regardless of the size of the engagement, must be specifically approved by the Audit Committee or its nominated delegate (being the Chairman of the Audit Committee) based on a defined scope of pre-approved services. The policy explicitly specifies the auditor independence review and approval mechanism process by the Committee for permissible engagements above the specified threshold of £100,000. Fees paid to the auditor for audit, audit-related and other services are analysed in note 3(b) to the consolidated financial statements. The nature and level of all services provided by the external auditor are factors taken into account by the Audit Committee when it reviews annually the independence of the external auditor. During the year, no non-assurance related services were provided by the external auditor to the company, its subsidiaries or any related entity other than personal tax services provided to two Non-Executive Directors and the provision of services in connection with the issuance of senior notes by a group company.

While the Board does not have a written policy as regards the maximum number of other appointments that Directors should have, before recommending new appointments to the Board, the Nomination Committee considers other demands on candidates’ time. As a general principle, the Committee takes the view that Non-Executive Directors should have no more than four,'Financial expert’, recent and Executive Directors no more than one, listed mandates in addition to their role as a director of the company. For example, the Committee concluded that Karen Blackett had sufficient time to devote to the company due to the majority of her external appointments being with industry bodies, charitable or public institutions. Once appointed, any proposed additional external appointments are also reviewed by the Nomination Committee to ensure that the additional demands on a director’s time will not impact on the director’s ability to perform his or her role as a director of the company before the additional appointment is recommended for approval by the Board. Directors’ interests are reviewed and updated at each Board meeting. relevant financial experience
The Board has concludedsatisfied itself that each Non-Executive Director has sufficient time to discharge their duties as a directorthe membership of the Audit Committee includes at least one Director with recent and relevant financial experience and has competence in accounting and/or auditing and in the sector which the company taking into consideration their external appointmentsoperates, and commitments.

Inductionthat all members are financially literate and training
Withhave experience of corporate financial matters. For the easingpurposes of travel restrictions during the year, we have reverted to more customary induction processes for newly appointed directors. In addition to individual meetings with Executive Committee membersCode and other senior executives, Directors who have joinedthe relevant rule under SOX, Section 407, the Board since the beginning of the pandemic have had the opportunity to visit a number of the company’s production facilitieshas determined that Alan Stewart is independent and offices in London, Scotland and Ireland. These include the company's new head office in London, the Guinness Storehouse and St James's Gate Brewery in Dublin, the group's spirits production facilities and archives in Scotland.
Induction programmes for new Directors are tailored to suit the particular background and experience of the individual Director, with the Committee advising on priorities for that individual and tracking induction activity. These induction processes supplement existing practices whereby a continuing understanding of the business is developed through appropriate business engagements for Non-Executive Directors suchmay be regarded as visits to customers, engagements with employees, and brand events worked into the annual cycle of Board meetings.
Training on specific areas of risk and detailed reviews of strategic matters are provided by Executive Committee members, other internal senior leaders and external guest speakers and specialists through presentations, roundtable discussions and other sessions as part of the Board’s Annual Strategy Conference and during the year as part of Board andan Audit Committee meetings.
In addition, Executive Committee membersfinancial expert, having recent and other senior executives are invited, as appropriate, to Board and strategy meetings to make presentations on their areas of responsibility. All Directors are also provided regular briefings to ensure they are kept up to date on relevant legal and governance developments or changes, best practice developments and changing commercial and other risks.

Activities of the Nomination Committee
The principal activities of the Nomination Committee during the year were:
the consideration of the talent pipeline for potential new appointments to the Board including the selection and recommendation as to the appointment of a new Board member;
the design and conduct of the annual review of Board, committee and individual Director effectiveness and performance and a review of the findings of the review and recommended actions;
consideration and approval of the report of the Committee in the company’s Annual Report and consolidated financial statements for the year ended 30 June 2022;
consideration and recommendation to the Board of proposed changes in Directors’ outside interests and any potential conflicts of interest; and
a review of the succession plans for Executive Committee roles, including potential candidates for such roles, their backgrounds and experience, and how such candidates would contribute towards the company's diversity objectives.

Evaluation
As part of the annual Board evaluation,that all members of the NominationAudit Committee participated in an evaluation of the Committee. This concluded that the Committee was effectiveare independent Non-Executive Directors with relevant financial and that the Board was satisfied with its performance, that its remit and scope was sufficient, and that the Committee was effective in maintaining a suitable pipeline of talentsectoral competence. See pages 127-128 for non-executive roles and in monitoring succession planning for executive director and senior management roles. Further details of the evaluation can be found on page 161.relevant experience of Directors.

Internal audit, controls assurance and risk
The company’s internal GAR team undertakes an annual audit and risk plan by delivering a series of internal assurance and audit assignments across a variety of markets, processes, business units and functions. On the conclusion of each assignment, GAR issues a report on its findings which may also include an overall rating as to the status of the market, process or function being audited, detailed reasons for the rating and actions to be taken within a specific timetable. The Audit Committee receives regular reports from the Head of GAR on the latest reports issued.

This year GAR has undertaken a number of audits of the group's end-to-end processes and procedures in addition to market and functional audits. The Audit Committee assesses the effectiveness of GAR by reviewing its annual audit plan at the start of the financial year, monitoring its ongoing quality throughout the year, and assessing completion rates and feedback provided following completion of the annual audit plan. Having carried out this assessment, the Audit Committee is of the view that the quality, experience and expertise of GAR is appropriate for the business. The company operates a global controls assurance programme for controls in each market and function, which monitors compliance with and effective operation of the company’s controls framework. The Audit Committee receives regular reports on the status of the controls assurance plan, actions taken to enhance controls design and effectiveness, awareness training provided to employees, testing results and trends analysis derived from the company’s integrated risk management system. The Committee also reviewed and approved changes to the principal risk descriptions and risk footprint, as well as receiving regular presentations and reviews of the status of its principal and emerging risks. This year, these reviews have covered areas including cyber security and IT resilience, climate change, counterfeit and product quality, pandemics and business interruption, business ethics and integrity, and international taxation.

Business Integrity programmes
Diageo is committed to conducting its business responsibly and in accordance with all laws and regulations to which its business activities are subject. We hold ourselves to the principles in our Code of Business Conduct, which is embedded through a comprehensive training and education programme for all employees. Our employees are expected to act in accordance with our values, the Code of Business Conduct and in compliance with applicable laws and regulations. The Audit Committee monitors compliance with the company’s ethical standards through the Business Integrity framework, which helps enhance and protect all aspects of the company’s business. Regular reports are provided to the Audit Committee by the Chief Business Integrity Officer on progress in providing guidance, training and tools for all levels in the business, completion rates for training modules, launch and rollout of new programmes or policies, monitoring use of whistleblowing mechanisms and investigating allegations of breaches.
174
151

Governance (continued)
DiversityOur Code of Business Conduct, available in 20 languages, sets out what Diageo stands for as a company and how Diageo operates, enabling all employees to understand what is required of them in working for Diageo. Annual training on the Code of Business Conduct and associated policies is mandatory for all managers and their direct reports globally, encompassing over 21,000 eligible employees during the year ended 30 June 2023. Training is delivered in an easily accessible e-learning format, with classroom training delivered to those employees who do not have regular access to a computer. The Code of Business Conduct and other global policies are available at https://www.diageo.com/en/our-business/corporate-governance.
The Board hasThird-party risk is also managed through our Know Your Business Partner programme, which is designed to help the company evaluate the risk of doing business with a longstanding commitmentthird-party before entering and during a contractual relationship. Business partners are assessed for potential risks including economic sanctions, bribery and corruption, money laundering, facilitation of tax evasion, data privacy and other reputational issues.
Employees and third-party business partners are encouraged to prioritise diversity and supports the recommendationsraise concerns about potential breaches of the FTSE Women Leaders Review (previouslyCode of Business Conduct or policies, either to line managers, legal or HR colleagues, risk, compliance and Business Integrity teams, or to SpeakUp, a confidential whistleblowing mechanism. SpeakUp is a global service administered by an independent provider, accessible online or by telephone. Where legally permitted, it can be used anonymously and reports kept confidential. Allegations are investigated by independent Diageo teams, with progress being monitored by the Hampton-Alexander Review)Business Integrity team. When allegations are substantiated, appropriate disciplinary and corrective actions are taken. The Audit Committee receives and reviews regular reports on gender diversityallegations, including trends information, root cause analysis and investigation closure rates. Since all of Diageo's Non-Executive Directors attend the Parker Review on ethnic diversity. TheAudit Committee, all Non-Executive Directors who make up the Board Diversity Policy sets out specific objectives with parity between male and female membersroutinely review the findings of the Board being the ultimate goal in terms of gender diversity, with a commitment to have no less than 40% female representation on the Board, and having at least one Director reflecting ethnic diversity as definedcompany's whistleblowing processes in accordance with the Parker Review. The Committee is pleased to confirm that both these objectives have currently been met. The Board Diversity Policy also sets outUK Corporate Governance Code.
During the Board’s support for management’s actions to increase the proportion of senior leadership roles held by women and by people from minority backgrounds and other under-represented groups. As atyear ended 30 June 2022,2023, 629 allegations of breaches were reported which was broadly consistent with the percentageprior year. The substantiation rate of women onallegations has also remained broadly consistent compared to last year, with 32% of cases confirmed as breaches (versus 30% in fiscal 22). As of the Executive Committeeend of fiscal 23, 43 people exited the business as a result of breaches of our Code of Business Conduct or policies (fiscal 22: 54 people). This is due to a reduction in severity and their direct reports is 40%.
deo-20220630_g97.jpg
type of breaches this year. The number of leavers for fiscal 22 has been restated due to a number of open cases from fiscal 22 being concluded this year. At the end of fiscal 23, we had 137 open cases, which may lead to more people exiting the business. See below a summary of reported and substantiated breaches over the past three years.

ETHNIC DIVERSITY DEFINITIONS
•    Directors are defined as all non-executiveReported and executive directors appointed to the Board.
•    Directors of colour are defined in accordance with the Parker Review definitions as those "who identify as or have evident heritage from African, Asian, Middle Eastern, Central and South American regions".
All data above is given as at the last practicable date prior to publication of this report, being 27 July 2022.substantiated breaches

1752021
2022
2023
13194139551259


13194139551267


13194139551275
òReported
òReported through SpeakUp
òSustantiated breaches
òCode-related leavers

Senior financial officers’ code of ethics and dealing code
In accordance with the requirements of SOX and related SEC rules, Diageo has adopted a code of ethics covering its Chief Executive, Chief Financial Officer, and other senior financial officers. During the year, no waivers were granted in respect of, this code of ethics. The full text of the code of ethics is available at https://www.diageo.com/en/our-business/corporate-governance/compliance. Both the Audit & Risk Committee and the Audit Committee regularly review the strategy and operation of the Business Integrity programme through the year.
The company has also adopted a dealing code setting out requirements in relation to dealings in Diageo securities by Directors, Executive Committee members and certain other employees, which is designed to ensure compliance with applicable insider trading and market abuse regulations, in particular the UK Market Abuse Regulation.

Audit and Assurance Policy
During the year management has reviewed its approach to assurance in preparation for drafting and adopting an audit and assurance policy, consistent with the reporting requirements set out in draft legislation proposed by the UK Department for Business and Trade
152

Governance (continued)
in July 2023. The Committee has reviewed and discussed the principles on which such policy will be based and will continue to monitor management's development of the policy.

Committee activities
Details of the main areas of focus of the Audit Committee during the year include those summarised below:

Areas of focusStrategic priorityStrategic outcome
Corporate reporting
Half and full year external reporting updates
Interim and preliminary results review and approval
Annual Report and consolidated financial statements, Form 20-F review and approval
Implications of group functional and presentation currency change on reporting
DIA017_Icons_1-3.jpgDIA017_Icons_6-5.jpg
icon-EG.jpgicon-CVC.jpgicon-CT.jpg
Internal controls
GAR updates
Business Integrity updates including breach and reporting update
Controls testing update and Section 404 assessment
Implications on controls environment of systems and process changes
DIA017_Icons_1-3.jpg
icon-CT.jpg
External audit and assurance
Report on external audit at half and full year periods
Insights and observations on reporting review
Auditor independence and non-audit work reviews
Auditor independence policy review
Review of management representation letters
Appointment of auditor and review of terms of engagement and fees
Auditor performance and effectiveness review and assessment
Commencement of auditor tender process
Audit regime reform and approach to assurance, preparatory to drafting an audit and assurance policy
DIA017_Icons_1-3.jpg
icon-CT.jpg
Risk
management
Principal and emerging risk reviews and tracking
Risk updates, including group risk footprint and risk appetite review and approvals
Supply chain disruption, counterfeit, product quality, climate change and sustainability, energy, pandemics and business interruption, cyber and IT resilience, pension funding, business transformation and tax risk reviews
DIA017_Icons_1-3.jpgDIA017_Icons_6-5.jpg
icon-EG.jpgicon-CVC.jpgicon-CT.jpg

Key
Strategic prioritiesStrategic outcomes
DIA017_Icons_1-3.jpg
Sustain quality growth
DIA017_Icons_3-2.jpg
Invest smartly
DIA017_Icons_5-4.jpg
Champion inclusion and diversity
icon-EG.jpg
Efficient growth
icon-CT.jpg
Credibility and trust
DIA017_Icons_2-1.jpg
Embed everyday efficiency
DIA017_Icons_4-6.jpg
Promote positive drinking
DIA017_Icons_6-5.jpg
Pioneer grain-to-glass sustainability
icon-CVC.jpg
Consistent value creation
icon-EP.jpg
Engaged people
153

Governance (continued)
Annual statementManagement’s report on internal control over financial reporting
Management, under the supervision of the Chief Executive and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over the group’s financial reporting.
Diageo’s internal control over financial reporting includes policies and procedures that: pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets; provide reasonable assurance that transactions are recorded as necessary to permit the preparation of financial statements in accordance with IFRS as issued by the ChairmanInternational Accounting Standards Board (IASB), and in accordance with international accounting standards in conformity with the requirements of the RemunerationCompanies Act 2006 and IFRS adopted by the UK; provide reasonable assurance that receipts and expenditures are made only in accordance with authorisation of management and the directors of the company; and provide reasonable assurance regarding prevention or timely detection of any unauthorised acquisition, use or disposition of assets that could have a material effect on the consolidated financial statements.
Management has assessed the effectiveness of Diageo’s internal control over financial reporting (as defined in Rules 13(a)-13(f) and 15(d)-15(f) under the United States Securities Exchange Act of 1934) based on the framework in the document ‘Internal Control – Integrated Framework’, issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in 2013. Based on this assessment, management concluded that, as at 30 June 2023, internal control over financial reporting was effective.
"ItAny internal control framework, no matter how well designed, has been another yearinherent limitations, including the possibility of robust performance for Diageo,human error and the circumvention or overriding of controls and procedures and may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or because the degree of compliance with the organisation continuingpolicies or procedures may deteriorate.
PricewaterhouseCoopers LLP, an independent registered public accounting firm, who also audit the group’s consolidated financial statements, has audited the effectiveness of the group’s internal control over financial reporting, and has issued an unqualified report thereon, which is included on pages 201 to show resilience and creativity in an ongoing volatile environment."203 of this document.

Changes in internal control over financial reporting
During the period covered by this report, there were no changes in internal control over financial reporting that have materially affected or are reasonably likely to materially affect the effectiveness of internal control over financial reporting.

Directors’ responsibilities in respect of the Annual Report and financial statements
The Directors are responsible for preparing the Annual Report, the information filed with the SEC on Form 20-F and the group and parent company financial statements in accordance with applicable law and regulations.


154

Governance (continued)
Significant issues and judgements
Significant issues and judgements that were considered in respect of the 2023 financial statements are set out below. Our consideration of issues included discussion of the critical audit matters as outlined in the independent auditors' report.
Matter consideredHow the Audit Committee addressed the matter
The nature and size of any one-off items impacting the quality of the earnings and cash flows.The Audit Committee assessed whether the related presentation and disclosure of those items in the financial statements were appropriate based on management’s analysis, and concluded that they were.
Items that were to be presented as exceptional. Refer to note 4 of the Financial Statements.The Audit Committee assessed whether the reporting of those items as exceptional, was in line with the group’s accounting policy, and that sufficient disclosure was provided in the financial statements, and concluded that they were.
Whether the carrying value of assets, in particular intangible assets, was supportable. Refer to notes 6, 9, 10 and 13 of the Financial Statements.The Audit Committee reviewed the methodology applied in conducting impairment assessments and result of management's impairment assessments that were performed during the year. The Committee was provided with information about the carrying amounts and the key assumptions incorporated in management’s estimate of discounted cash flows of significant assets that are sensitive to key assumptions. The Committee reviewed the key assumptions used in the impairment testing, including management’s cash flow forecasts, growth rates and the discount rate used in value in use calculations and agreed they were appropriate.
The Committee agreed with management’s judgements and conclusions, whereby McDowell’s, some smaller other brands and investments in associates and certain fixed assets have been impaired by £549 million in the year ended 30 June 2023, out of which £520 million was reported as exceptional operating charge. The Committee agreed that the recoverable amount of the company’s other assets was in excess of their carrying value and that appropriate disclosure was provided with respect to assets impaired, and whose value is more sensitive to changes in assumptions.
The group’s more significant tax exposures and the appropriateness of any related provisions and financial statement disclosures. Refer to page 112 of 'Risk factors' and note 7 of the Financial Statements.The Audit Committee agreed that disclosure of tax risk appropriately addresses the significant change in the international tax environment, and that appropriate provisions and other disclosure with respect to uncertain tax positions were reflected in the financial statements.
The appropriateness of the valuation of post employment liabilities, and the recognition of any surplus. Refer to note 14 of the Financial Statements.The measurement of post employment liabilities is sensitive to changes in long-term interest rates, inflation and mortality assumptions. Having reviewed management’s papers setting out key changes to actuarial assumptions, the Audit Committee agreed that the assumptions used in the valuation are appropriate. The Committee reviewed management’s assessment of the economic benefit available as a refund of the surplus or as a reduction of contribution and the key judgements made in respect of the surplus restriction and concluded that those judgements were appropriate. The Committee reviewed and concluded that sufficient disclosures were provided in the financial statements.
Significant legal matters impacting the group. Refer to note 19 of the Financial Statements.The Committee agreed that adequate provision and/or disclosure have been made for all material litigation and disputes, based on the current most likely outcomes, including the litigation summarised in note 19 of the Financial Statements.
Accounting for business combinations. Refer to note 8 of the Financial Statements.
Diageo acquired Kanlaon Limited and Chat Noir Co. Inc. on 10 March 2023 and completed a number of other smaller acquisitions during the year ended 30 June 2023, for an aggregate consideration of £397 million. As at the completion date of these acquisitions, Diageo performed valuations of the identifiable assets and liabilities and the resulting goodwill. The purchase price allocation exercises are subject to management’s judgement and estimates, including forecast cash flows, buyer specific synergies and the applicable discount rates used in valuations. The Committee reviewed management’s purchase price allocations and the disclosures provided in the Financial Statements and concluded they were appropriate.
Functional currency of Diageo plc and presentation currency of Diageo group.The Audit Committee agreed that in line with reporting requirements the functional currency of Diageo plc has changed from sterling to US dollar which is applied prospectively from fiscal 24. This is because the group's share of net sales and expenses in the US and other countries whose currencies correlate closely with the US dollar has been increasing over the years, and that trend is expected to continue in line with the group's strategic focus. Diageo has also decided to change its presentation currency to US dollar with effect from 1 July 2023, applied retrospectively, as it believes that this change will provide better alignment of the reporting of performance with its business exposures.
Whether the Annual Report is fair, balanced and understandable.The Audit Committee concluded that the Annual Report, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the company’s performance, business model and strategy and that there is an appropriate balance between statutory (GAAP) and adjusted (non-GAAP) measures ensuring equal prominence.
The impact of climate change on the group’s financial reporting and financial statements. Refer to pages 91-110 of 'Pioneer grain-to-glass sustainability' and note 1 and note 9 of the Financial Statements.The Audit Committee agreed that the disclosures on pages 91-110 made in response to the recommendations of the Task Force on Climate-related Financial Disclosures are appropriate and that the assumptions used in the financial statements are consistent with these disclosures.
155

Governance (continued)
NOMINATION COMMITTEE REPORT

Championing our talent strategy

Dear Shareholder
I am pleased to provide the report of the Nomination Committee for the year ended
30 June 2023.
A key responsibility for the Committee is to ensure adequate succession planning for Board appointments, maintenance of a pipeline of strong candidates for potential nomination as directors, and supervising transitions for new appointments. During this year, the Committee had oversight of the transition of Chief Executives with Debra Crew succeeding Sir Ivan Menezes after ten years of dedicated leadership of the company. This transition was well underway when Ivan sadly passed away following a brief illness, with Debra taking over earlier than expected.
We welcome Debra back to the Board and congratulate her on her appointment. The Committee was unanimous in deciding that Debra is the right person to lead Diageo into the next phase of growth, with her deep understanding of the company and its stakeholders coupled with her broad experience in other consumer goods industries.
This year the Committee also managed the evaluation of the effectiveness of the Board, its Committees, members and processes. Further details, including the review’s conclusions, recommendations and actions as presented to the Board in January 2023, are set out on page 142.
The Committee has also been involved in reviewing talent planning and succession of Executive Committee membership, with two changes being implemented or approved during the year. Claudia Schubert was appointed as President, North America in October 2022 and Soraya Benchikh assumed the role of President, Europe in January 2023. I congratulate Claudia and Soraya on their appointments and look forward to working with them.

Javier Ferrán
Dear Shareholder
On behalf of the Board, I am pleased to present the Directors' remunerationcorporate governance report for the year ended 30 June 2022,2023, which contains:
The current Directors’ remuneration policy, which was approved at the AGM on 28 September 2020; and
The annual remuneration report, describingsummarises how the policyBoard and our governance has provided leadership over the year in support of the long-term sustainable success of Diageo.
Diageo's business has grown consistently over the last few years under the leadership of Sir Ivan Menezes, despite the challenges of the pandemic, instability in the global political and economic environment and continued inflationary pressures. We remain deeply grateful for his transformational leadership as we reflect on his sad passing.
Delivering our ambition in such a challenging and turbulent environment requires leadership which is agile and creative, evolving to changing circumstances, as well as resilient and committed to our strategy, values and purpose. It is the responsibility of the Board to provide direction for management, setting the strategic aims and performance ambition of the company, centred on Diageo's strong culture. The Board is also responsible for ensuring that the company has effective operational leadership to implement its strategy of investing for long-term sustainable growth. We were therefore very pleased to welcome Debra Crew back to the Board as Chief Executive in June.
A particular focus of the Board this past year has been put into practice during 2022,on ensuring that Diageo is well-positioned for future growth. This includes managing appropriate allocation of capital such as investing in fast-growing categories, actively managing our footprint and howbrand portfolio through selective acquisitions and disposals, and investing in the policy will be implementedcapacity and environmental sustainability of our facilities and supply chain. It also includes ensuring that Diageo is resourced adequately, with performance enabled by highly engaged and motivated employees and a collaborative, values-based and inclusive culture.
We know that achieving this is dependent on the Board providing effective leadership, enabling swift execution of our clear strategy, and we look forward to working with Debra in 2023.guiding Diageo to move towards the next phase of delivering sustainable long-term value for our shareholders and other stakeholders.

Business performanceJavier Ferrán
As mentioned elsewhere in the Annual Report, Diageo has delivered a strong set of financial results for 2022. Organic net sales grew at double-digit rates and, in an environment of high-cost inflation, the company implemented strategic price increases across all regions while continuing to grow volume and market share. Operating margin expanded and cash generation continues to be robust, with £2.8 billion of free cash flow delivered in the year and an increase in return on invested capital to 16.8%.
The organisation has continued to show resilience, skill, creativity, focus and determination during what has remained an uncertain time. Employee engagement has remained very high, the company has continued to invest for long-term growth in its brands and portfolio and has maintained focus on delivering the key sustainability milestones underpinning ‘Society 2030: Spirit of Progress’. Again this year, Diageo has not participated in any furloughing schemes or initiated any widespread lay-offs as a result of ongoing impacts of the Covid-19 pandemic. The company has continued to provide support to its employees, customers and the communities in which it operates.(Chairman)

Looking back at decisions made duringCompliance with the yearUK Corporate Governance Code
Incentive outcomes
In determining annual and long-term incentive outcomes, the Remuneration Committee reviews not only the financial outcomes against targets set, but alsoThe Board considers Diageo’s holistic performance. It assesses market share gains, financial performance relative to our Alcoholic Beverages and TSR peer groups, progress made towards our ‘Society 2030: Spirit of Progress’ goals and employee engagement, among other factors. It also considers the experience of shareholders over the applicable performance period, including the company’s TSR performance relative to our peer group.
Following this review, the Remuneration Committee concluded that the financial measure outcomes for both the annual and long-term incentives were fair reflections of overall business performance in testing market conditions during the relevant performance periods. Consequently, the Committee did not exercise discretion to alter the incentive outcomes.
In setting the 2022 annual incentive, the Committee returned to annual targets, having set two half-yearly targets for the previous year which reflectedended 30 June 2023, Diageo has fully applied the significant uncertaintyPrinciples and volatility facingcomplied with the business at that time. The company’s performance in 2022 resulted in maximum achievement for all three financial measures despiteProvisions of the very stretching nature of performance required to achieve the maximum payouts - which reflected higher growth percentages than pre-Covid-19 pandemic levels for net sales and operating profit. The Individual Business Objective (IBO) outcomesUK Corporate Governance Code 2018 (the Code) except for the CEO and CFO reflect an assessment of the achievement of critical business and ESG related milestones. Further detail is set out on page 186.

Overall annual incentive payouts were 93.75% of maximum for Ivan Menezes and 90.0% of maximum for Lavanya Chandrashekar, with one-third being deferred into Diageo shares for three years.
The 2019 long-term incentive plan targets were set in the summer of 2019 before the Covid-19 pandemic and therefore reflect the company’s growth plan at that time. Following an assessment of performance against the targets, the vesting outcome for the 2019 performance share awards, which will vest in September 2022, is 59.3% of maximum for the CEO and 59.8% of maximum for the CFO. Share options for the CEO will vest at 61.5% of maximum.
The Committee believes that the incentive plans continue to drive the desired behaviours to support the company’s values and strategy and that the Directors’ remuneration policy has operated as intended in 2022.

Looking forward to the year ahead
The Committee approved base salary increases of 3% for Ivan Menezes and Lavanya Chandrashekar, effective 1 October 2022. These increases reflect strong performance and are below the 2022 salary increase budgets for the UK and US for the wider employee population and are consistent with external market salary increases for executive directors in the current environment.
As previously communicated, Ivan Menezes’ pension contribution will reducealignment required under Provision 38, where full compliance was achieved from 20% to 14% of salary effective 1 January 2023 ensuring full alignment of executive directorwhen company pension contributions for the then Chief Executive were aligned to that of the wider workforce as explained on page 143.
The table below details where key content on the compliance with the UK workforce. The CFO’s pension contribution has been 14% since joining the Board on 1 July 2021.
The structure and performance measures for the annual and long-term incentives remain unchanged for 2023 as these continue to align with the company’s strategy.

176

Governance (continued)
Alignment of incentives with strategy / global market competitiveness
Our ambition is toCode can be one of the best performing, most trusted and respected consumer companiesfound in the world. Our strategic priorities to drive the company forward are unchanged: sustain quality growth, embed everyday efficiency, invest smartly, promote positive drinking, champion inclusion and diversity and pioneer grain-to-glass sustainability.
The performance measures in the incentive plans align with the strategy and the key performance indicators on pages 47-49. The financial measures for the annual incentive focus on net sales growth, operating profit (both of which represent critical measures of growth for Diageo) and operating cash conversion (which recognises the criticality of strong cash performance and cash containment, particularly in the current challenging market conditions). The IBO component adds focus on key individual strategic and financial objectives.

Remuneration principles
The approach to setting executive remuneration continues to be guided by the remuneration principles set out below. The Committee considers these principles carefully when making decisions on executive remuneration in order to strike the right balance between risk and reward, cost and sustainability, and competitiveness and fairness.

The company has a strategy to grow and leverage its leaders globally given the international nature of the business. We also need to have the right tools in place to source talent globally and the increasingly restrictive corporate governance environment in the United Kingdom presents some challenges when considered against the significantly higher pay norms in the United States and other parts of the world, particularly given the increasing international mobility of the senior talent pool.

Long-term value creation for shareholders and pay for performance remains at the heart of our remuneration policy and practices. Attracting and nurturing a vibrant mix of talent with a range of backgrounds, skills and capabilities enables Diageo to grow and thrive, and ultimately to deliver our Performance Ambition. Remuneration remains a key part of attracting and retaining the best people to lead our business, balanced against the need to ensure our packages are appropriate and fair in the business and wider employee context, delivering market-competitive pay in return for high performance against the company’s strategic objectives.
this report.

Delivery of business strategyBoard Leadership & Company PurposeComposition, Succession and Evaluation
ShortSection 172 statement - page 19
Leadership and long-term incentive plans reward the deliveryexperience - page 127
Board of our business strategyDirectors - page 132
Performance evaluation - page 142
2023 Governance at a Glance - page 126
Nomination Committee report - page 154
Purpose, values and Performance Ambition. Performance measures are reviewed regularlyculture - page 143
Board activities - page 136
Division of ResponsibilitiesAudit, Risk and stretching targets are set relative to the company’s growth plans and peer group performance. The Committee seeks to embed simplicity and transparency in the design and delivery of executive reward.Internal Controls
Creating sustainable, long-term performanceCorporate governance structure and division of responsibilities - page 131
Audit Committee report - page 146
Board and committee attendance - page 135
Remuneration
A significant proportion of remuneration is delivered in variable pay linked to business and individual performance, focused on consistent and responsible drivers of long-term growth. Performance against targets is assessed in the context of underlying business performance and the ‘quality of earnings’.Director independence - page 133
Winning best talent
Having market-competitive total remuneration with an appropriate balance of reward and upside opportunity allows us to attract and retain the best talent from all over the world, which is critical to our continued business success.Remuneration Committee report -
Consideration of stakeholder interestspage 166
Executives are focused on creating sustainable share price growth. The requirement to build significant personal shareholdings in Diageo, and to hold long-term incentive awards for two years post-vesting encourages executives to think and act like owners. Decisions on executive remuneration are made with consideration of the interests of the wider workforce and other stakeholders, as well as taking account of the external climate.

The measures under the long-term incentive plans continue to reflect the company’s strategic priorities and key drivers of long-term growth by incorporating organic net sales, organic profit before exceptional items and tax, free cash flow, TSR and key Environmental, Social and
127

Governance (ESG) measures (greenhouse gas reduction, water efficiency, positive drinking and gender and ethnic diversity).(continued)
Global pay competitiveness is another key remuneration principle for the company. Attracting and retaining key talent is critical for our business and remuneration is an important aspect of being able to meet our talent objectives. As we operate inGovernance at a global talent market, the Committee takes into account global pay practices, including the US market, when reviewing executive pay. Global pay competitiveness has been considered by the Committee in the context of a number of changes in the Executive Committee during the year.glance
Board
composition
Non-executive
director tenure
Board gender
diversity
Board ethnic
diversity
20890720927893
20890720927895
20890720927897
20890720927899

òChairmanò0 – 3 yearsòMaleòDirectors of colour
òExecutive directorò3 – 6 yearsòFemaleòWhite European
òNon-executive directorò6 – 9 years

Fiscal 23 highlights
Board composition and changes

Diageo ranked as the leading FTSE 100 company in the FTSE Women Leaders Review in February 2023 for the third year running, with 63.6% female representation on the Board.
Debra Crew rejoined the Board as Chief Executive and Executive Director on 8 June 2023 following the sad passing of Sir Ivan Menezes.
Board attendance
During fiscal 23, there were seven scheduled meetings of the Board which Directors attended either physically or remotely using video conference facilities.
Directors' attendance record at the last AGM, scheduled Board and Board Committee meetings, for fiscal 23 is set out in the table below. Attendance is expressed as the number of scheduled meetings attended out of the number that each Director was eligible or invited to attend.
Annual General Meeting
This year's AGM was held on 6 October 2022 at etc.venues St Paul's, 200 Aldersgate, London.
It was held as a hybrid meeting with over 130 people attending physically, including shareholders, proxies, corporate representatives and guests, and with the ability for others to attend remotely or by virtual means using an online platform.
All Directors attended the AGM either physically or remotely.
During the AGM, the Chief Executive gave a review of the performance of the company during fiscal 22, following which the Chairman took questions from shareholders which were responded to by the Chairman and other Directors.
The vote procedure was carried out by way of poll as authorised by the Articles of Association. All resolutions contained in the Notice of Meeting were passed.
Annual General
Meeting 2022
Board
(maximum 7)
Audit Committee
(maximum 5)
Nomination Committee
(maximum 6)
Remuneration Committee
(maximum 7)
Javier Ferránü7/75/5(1)6/67/7(1)
Debra Crew(2)
N/A0/00/00/01/1(1)
Lavanya Chandrashekarü6/65/5(1)0/01/1(1)
Susan Kilsbyü7/75/56/67/7
Melissa Bethellü7/74/56/67/7
Karen Blackettü6/74/56/67/7
Valérie Chapoulaud-Floquetü6/74/56/67/7
Sir John Manzoniü7/75/56/67/7
Lady Mendelsohnü7/75/56/66/7
Alan Stewartü7/75/56/67/7
Ireena Vittalü7/74/56/67/7
Former Directors
Sir Ivan Menezes(3)
ü5/6
2/5(1)
 4/5(1)
4/6(1)
1.Attended by invitation.
2.Appointed to the Board on 8 June 2023.
3.Ceased being a director on 6 June 2023.

177128

Governance (continued)
In summaryLeadership and experience
Diageo’s strong performance in ongoing challenging market conditions is reflected
1.Javier Ferrán [N*]
Chairman
Nationality:Spanish
Appointed:Chairman and Chairman of the Nomination Committee: January 2017 (Appointed Chairman Designate and Non-Executive Director: July 2016)
Key strengths: Brings extensive board-level experience from the drinks and consumer products industry, including at chief executive level, and has a wealth of experience in consumer goods through his venture capital activities to draw from in his role as Chairman and leader of the Board
Current external appointments: Chairman, International Consolidated Airlines Group, S.A.; Senior Advisor and chairman of investee company board, BlackRock Long Term Private Capital
Previous relevant experience: Non-Executive Director and Senior Independent Director, Associated British Foods plc; Non-Executive Director, Coca-Cola European Partners plc; Member, Advisory Board of ESADE Business School; President and CEO, Bacardi Limited; Non-Executive Director, SABMiller plc
2.Debra Crew [E*]
Chief Executive
Nationality: American
Appointed: Chief Executive and Executive Director: June 2023
Key strengths: Has broad experience in various consumer products sectors at board, chief executive and management leadership levels, as well as over four years' experience in non-executive and executive roles at Diageo
Current external appointments: Non-Executive Director, Stanley, Black & Decker, Inc.
Previous Diageo roles: Chief Operating Officer; President, North America; Non-Executive Director, Diageo plc
Previous relevant experience: Non-Executive Director, Newell Brands, Mondelēz International Inc.; President and CEO, Reynolds American, Inc; President, PepsiCo North America Nutrition, PepsiCo Americas Beverages, Western Europe Region; various positions with Kraft Foods, Nestlé, S.A., and Mars
3.Lavanya Chandrashekar [E]
Chief Financial Officer
Nationality: American
Appointed: Chief Financial Officer and Executive Director: July 2021
Key strengths: Brings broad financial expertise, commercial skills and strong consumer goods experience to manage the group’s affairs relating to financial controls, accounting, tax, treasury and investor relations
Previous Diageo roles: Chief Financial Officer, Diageo North America and Global Head of Investor Relations
Previous relevant experience: Vice President Finance, Global Cost Leadership and Supply Chain, Mondelēz International; VP Finance, North America, Mondelēz International; VP Finance, Eastern Europe, Middle East and Africa, Mondelēz International; various senior finance roles at Procter & Gamble
4.Susan Kilsby [A] [N] [R*]
Senior Independent Director
Nationality: American/British
Appointed: Senior Independent Director: October 2019 (Appointed Non-Executive Director: April 2018 and Chairman of the Remuneration Committee: January 2019)
Key strengths: Brings wide-ranging corporate governance and board level experience across a number of industries, including a consumer goods sector focus, with particular expertise in mergers and acquisitions, corporate finance and transaction advisory work
Current external appointments: Non-Executive Chair, Fortune Brands Innovations, Inc.; Non-Executive Director, Unilever PLC, NHS England; Member, the Takeover Panel
Previous relevant experience: Senior Independent Director and Chair of Remuneration Committee, BHP Group Plc, BHP Group Limited; Senior Independent Director, BBA Aviation plc; Chairman, Shire plc; Chairman, Mergers and Acquisitions EMEA, Credit Suisse; Senior Advisor, Credit Suisse; Non-Executive Director, Goldman Sachs International, Keurig Green Mountain, L’Occitane International, Coca-Cola HBC
5.Melissa Bethell [A] [N] [R]
Non-Executive Director
Nationality: American/British
Appointed: Non-Executive Director: June 2020
Key strengths: Has extensive international corporate and financial experience, including in relation to private equity, financial sectors, strategic consultancy and advisory services, as well as having strong non-executive experience at board and committee levels across a range of industries, including retail, consumer goods and financial services
Current external appointments: Non-Executive Director, Tesco PLC, Exor N.V.; Chair, Ocean Outdoor Limited; Senior Advisor, Atairos
Previous relevant experience: Managing Director and Senior Advisor, Private Equity, Bain Capital; Non-Executive Director, Atento S.A., Worldpay plc, Samsonite S.A.
6.Karen Blackett [A] [N] [R]
Non-Executive Director
Nationality: British
Appointed: Non-Executive Director: June 2022
Key strengths: Brings expertise in marketing, media and the creative industries, as well as broad experience in public policy and strategic initiatives through a number of different government, industry and public bodies
Current external appointments: UK President, WPP plc; Chancellor, University of Portsmouth; Founding Trustee, BEO (Black Equity Organisation); Non-Executive Director, Creative UK, Non-Executive Director, The Pipeline
Previous relevant experience: UK Race Equality Business Champion, HM Government; Business Ambassador, Department for International Trade, HM Government; Chairwoman, MediaCom UK & Ireland; Chief Executive Officer, GroupM UK; Chief Executive Officer, MediaCom UK; Chief Operations Officer, MediaCom EMEA; Marketing Director, MediaCom; UK Country Manager, WPP plc
image.jpg
129

Governance (continued)
7.Valérie Chapoulaud-Floquet [A] [N] [R]
Non-Executive Director
Nationality: French
Appointed: Non-Executive Director: January 2021
Key strengths: Brings strong experience and expertise in the luxury consumer goods sector, having spent her career in the industry working in a number of international markets, including developed and emerging markets, and as a former CEO in the premium drinks industry
Current external appointments: Non-Executive Director, Lead Independent Director and Chair of Governance Committee, Danone S.A.; Non-Executive Director, Acné Studios A.B., Agrolimen S.A., Nextstage S.C.A., Jacobs Holding AG; Vice Chairman, Sofisport
Previous relevant experience: Chief Executive Officer, Rémy Cointreau S.A.; President and CEO for the Americas, Louis Vuitton, LVMH Group; President and CEO for North America, Louis Vuitton, LVMH Group; President South Europe, Louis Vuitton, LVMH Group; President and CEO, Louis Vuitton Taiwan, LVMH Group; President, Luxury Product Division for the USA, L’Oréal Group
8.Sir John Manzoni [A] [N] [R]
Non-Executive Director
Nationality: British
Appointed: Non-Executive Director: October 2020
Key strengths: Has strong commercial executive experience as a former CEO in the energy sector and non-executive board level experience, including in the alcoholic beverage industry, as well as more recent expertise in public policy and government affairs
Current external appointments: Chairman, SSE plc; Chairman, Atomic Weapons Establishment; Non-Executive Director, KBR Inc.
Previous relevant experience: Chief Executive of the Civil Service and Permanent Secretary of the Cabinet Office, HM Government; President and Chief Executive Officer, Talisman Energy; Chief Executive, Refining & Marketing, BP p.l.c.; Chief Executive, Gas & Power, BP p.l.c.; Non-Executive Director, SABMiller plc
9.Lady Mendelsohn [A] [N] [R]
Non-Executive Director
Nationality: British
Appointed: Non-Executive Director: September 2014
Key strengths: Has specialist knowledge and understanding of consumer-facing emerging technologies, privacy and data issues, as well as wide experience of board and committee level appointments across diverse commercial, governmental and charitable institutions, as well as advisory roles in advertising and production of consumer goods
Current external appointments: Head of the Global Business Group, Meta Platforms Inc.; Co-President, Norwood; Member, Mayor’s Business Advisory Board; Chair, Follicular Lymphoma Foundation
Previous relevant experience: Executive Chairman, Karmarama; Deputy Chairman, Grey London; Board Director, BBH, Fragrance Foundation; President, Institute of Practitioners in Advertising; Director, Women’s Prize for Fiction; Co-Chair, Creative Industries Council; Member, HMG Industrial Strategy Council; Board Member, CEW; Trustee, White Ribbon Alliance; Chair, Corporate Board, Women’s Aid
10.Alan Stewart [A*] [N] [R]
Non-Executive Director
Nationality: British
Appointed: Non-Executive Director: September 2014 (Appointed Chairman of the Audit Committee: January 2017)
Key strengths: Has a strong background in financial, investment banking and commercial matters, with particular expertise in consumer retail industries, as well as board and committee level experience at industry institutions
Current external appointments: Non-Executive Director and Chair of the Remuneration Committee, Reckitt Benckiser Group PLC; Non-Executive Director and Chair of Audit Committee, Burberry Group plc
Previous relevant experience: Chief Financial Officer, Tesco PLC; Non-Executive Director, Tesco Bank; Chief Financial Officer, Marks & Spencer Group plc, AWAS; Non-Executive Director, Games Workshop plc; Group Finance Director, WH Smith PLC; Chief Executive, Thomas Cook UK
11.Ireena Vittal [A] [N] [R]
Non-Executive Director
Nationality: Indian
Appointed: Non-Executive Director: October 2020
Key strengths: Brings a wealth of FMCG experience from a career in executive consulting with a focus on consumer sectors and emerging markets, including India, as well as broad experience in non-executive board roles in the UK and India
Current external appointments: Non-Executive Director, Compass Group PLC; Non-Executive and Lead Independent Director, Godrej Consumer Products Limited; Non-Executive Director, Asian Paints Limited
Previous relevant experience: Head of Marketing and Sales, Hutchinson Max Telecom; Partner, McKinsey and Company; Non-Executive Director, Wipro Limited, Housing Development Finance Corporation Limited, Titan Company Limited, Tata Global Beverages Limited, Tata Industries, GlaxoSmithKline Consumer Healthcare
image (1).jpg
130

Governance (continued)
Expertise and diversity
Debra Crew and Lavanya Chandrashekar are also members of the incentive outcomes and the decisions the Committee has made, which it considers are in line with the company’s philosophy of delivering market competitive pay in return for high performance against the company’s strategic objectives.Executive Committee.
The Committee is interested in the views of shareholders and their representative bodies and values their ongoing engagementTheir biographies can be found on remuneration matters. As our Directors’ remuneration policy is due for renewal at the 2023 AGM, I look forward to engaging with shareholders and institutional advisors in the coming year.
I hope that you will join the Board in approving the advisory resolution on the Directors' remuneration report at the AGM on 6 October 2022.page 127.

1.Ewan Andrew
President, Global Supply Chain & Procurement and Chief Sustainability Officer
Nationality: British
Appointed: September 2019
Previous Diageo roles: Supply Director, International Supply Centre; Senior Vice President, Supply Chain & Procurement, Latin America and Caribbean; Senior Vice President Manufacturing & Distilling, North America; various supply chain, operational management and procurement roles
Current external appointments: Member, Scotch Whisky Association Council, Scottish Business Climate Collaboration Board, One Planet Business for Biodiversity Board
2.Soraya Benchikh
President, Europe
Nationality: French
Appointed: January 2023
Previous Diageo roles: Managing Director, Northern Europe
Previous relevant experience: Brand CEO and Area Director, East and Southern Africa, President, France and Regional Finance Director, Europe, British American Tobacco
3.Alvaro Cardenas
President, Latin America and Caribbean
Nationality: Colombian
Appointed: January 2021
Previous Diageo roles: Managing Director, Andean Region; Director, End-to-End Global Commercial Processes; Finance Director, South East Asia Region, PUB (Paraguay, Uruguay and Brazil) Region, Andean Region, Colombia
4.Cristina Diezhandino
Chief Marketing Officer
Nationality: Spanish
Appointed: July 2020
Previous Diageo roles: Global Category Director, Scotch & Managing Director, Reserve Brands; Managing Director, Caribbean and Central America; Marketing & Innovation Director, Diageo Africa; Category Director, Scotch Portfolio & Gins; Global Brand Director, Johnnie Walker
Previous relevant experience: Corporate Marketing Director, Allied Domecq Spain; marketing roles, Unilever HPC US, UK and Spain
5.Daniel Mobley
Global Corporate Relations Director
Nationality: British
Appointed: June 2017
Previous Diageo roles: Corporate Relations Director, Europe
Previous relevant experience: Regional Head of Corporate Affairs, India & South Asia, Regional Head of Corporate Affairs, Africa, Group Head of Government Relations, Standard Chartered; extensive government experience including in HM Treasury and Foreign & Commonwealth Office
131

Governance (continued)
6.Hina Nagarajan
Managing Director and CEO of United Spirits Limited
Nationality: Indian
Appointed: July 2021
Previous Diageo roles: CEO-Designate, United Spirits Limited; Managing Director, Africa Regional Markets
Previous relevant experience: Managing Director, China & SVP North Asia, Reckitt Benckiser; General Manager, Malaysia & Singapore, Reckitt Benckiser; CEO & MD Mary Kay India; senior marketing and general management roles, ICI Paints India and Nestlé India
7.Dayalan Nayager
President, Africa
Nationality:South African/British
Appointed: July 2022
Previous Diageo roles: Managing Director, Great Britain and Justerini & Brooks, Ireland and France, Global Travel; Regional Director, Global Travel Europe; Commercial Director, South Africa; Customer Marketing Director, South Africa; Key Account Director, South Africa
Previous relevant experience: Various positions, Heinz, Mars and Pick n Pay Retailers
8.John O'Keeffe
President, Asia Pacific & Global Travel
Nationality: Irish
Appointed: July 2015
Previous Diageo roles: President, Africa & Beer; CEO and Managing Director, Guinness Nigeria; Global Head, Innovation; Global Head, Beer and Baileys; Managing Director, Russia and Eastern Europe; various management and marketing positions
9.Louise Prashad
Chief HR Officer
Nationality: British
Appointed: January 2022
Previous Diageo roles: Global Talent Director; Talent Director, Africa; HR Director, Europe, West Latin America and Caribbean, Global Functions
Previous relevant experience: various HR roles, Stakis Group and Hilton Hotels
10.Claudia Schubert
President, North America
Nationality: American
Appointed: October 2022
Previous Diageo roles: President, US Spirits and Canada; General Manager, Continental Europe; President, US Controls States and Canada; President, Diageo Chateau & Estate Wines
Previous relevant experience: Boston Consulting Group
11.Tom Shropshire
General Counsel & Company Secretary
Nationality: American/British
Appointed: July 2021
Current external appointments: Member of the Court (Non-Executive Director), The Bank of England; Trustee, New York University School of Law; Member of the Steering Committee, The Parker Review; Trustee, Charity Projects Limited (Comic Relief); Director, Comic Relief Limited
Previous relevant experience: Partner & Global US Practice Head, Linklaters LLP

132

Governance (continued)
Corporate governance report
Enabling our ambition
Corporate governance structure and division of responsibilities

committeesa03.jpg

Non-Executive Directors
Melissa Bethell, Valérie Chapoulaud-Floquet, Sir John Manzoni, Lady Mendelsohn, Alan Stewart, Ireena Vittal and Karen Blackett
The Non-Executive Directors, all of whom the Board has determined are independent, experienced and influential individuals from a diverse range of industries, backgrounds and countries.
Constructively challenge the Executive Directors
Develop proposals on strategy
Scrutinise the performance of management
Satisfy themselves on the integrity of the financial information, controls and systems of risk management
Set the levels of remuneration for Executive Directors and senior management
Make recommendations to the Board concerning appointments to the Board
Devote such time as is necessary to the proper performance of their duties
A summary of the terms and conditions of appointment of the Non-Executive Directors is available at https://www.diageo.com/en/our-business/corporate-governance.

133

Governance (continued)
Senior Independent Director
Susan Kilsby
Acts as a sounding board for the Chairman and serves as an intermediary for the other Directors where necessary
Together with the other Non- Executive Directors, leads the review of the performance of the Chairman, taking into account the views of the Executive Directors
Available to shareholders if they have concerns where contact through the normal channels has failed

Company Secretary
Tom Shropshire
The Board is supported by the Company Secretary who ensures information is made available to Board members in a timely fashion
Supports the Chairman in setting Board agendas, designing and delivering Board inductions and Board evaluations, and co-ordinates post-evaluation action plans, including risk review and training requirements for the Board
Advises on corporate governance matters
Is a member of the Executive Committee as General Counsel


Chief Executive Debra Crew Develops the group’s strategic direction for consideration and approval by the Board
Implements the strategy agreed by the Board
Leads the Executive Committee
Manages the company and the group
Along with the Chief Financial Officer, leads discussions with investors
Is supported in her role by the Executive Committee
Is supported by the Finance Committee and Filings Assurance Committee in the management of financial reporting of the company
Chairman Javier Ferrán Responsible for the operation, leadership and governance of the Board
Ensures all Directors are fully informed of matters and receives precise, timely and clear information sufficient to make informed judgements
Sets Board agendas and ensures sufficient time is allocated to ensure effective debate to support sound decision-making
Ensures the effectiveness of the Board
Engages in discussions with shareholders
Meets with the Non-Executive Directors independently of the Executive Directors
Chief Financial Officer Lavanya Chandrashekar Manages all aspects of the group's financial affairs
Responsible for the management of the capital structure of the company
Contributes to the management of the group's operations
Along with the Chief Executive, leads discussions with investors
Is supported by the Finance Committee and Filings Assurance Committee in the management of the financial affairs and reporting of the company
Is a member of the Executive Committee


Board of Directors
Composition of the Board
The Board comprises the Non-Executive Chairman, two Executive Directors, the Senior Independent Director, and seven independent Non-Executive Directors. The biographies of all Directors are set out in this Annual Report on pages 127-130.
Debra Crew was appointed Chief Executive and Director, effective 8 June 2023.

Inclusion and diversity
The Board sees championing inclusion and diversity as one of the key enablers for achieving Diageo’s ambition. It is also a core principle of the company’s global Human Rights Policy which applies to all employees, subsidiaries and third-party contractors and which has been implemented as part of our Code of Business Conduct programme. Our objective is to maintain and sustain an inclusive and diverse business, across all levels, functions and geographies, in order to create a better working environment and a better performing business. As part of this, the Board has adopted a written Board Diversity Policy alongside Diageo’s Code of Business Conduct and associated global policies, which set out Diageo’s broader commitment to inclusion and diversity. Diageo strongly supports diversity within its Board of Directors, including gender, ethnicity, age and professional diversity, as well as diversity of thought. The Board is comprised of individuals from a diverse range of skills, industries, backgrounds and nationalities, which enables a broad evaluation of all matters considered by the Board and contributes to a culture of collaborative and constructive discussion. The Board’s objective, as set out in its Diversity Policy, is that it shall include no less than 40% female representation (with the ultimate goal being parity between males and females on the Board) and at least one Director from a minority ethnic group. As at 26 July 2023, women make up 73% of the Board and there are four Directors (36%) who self-disclose as being from minority ethnic groups. Further information about diversity at Board and senior executive levels can be found on page 125 and in the ‘Our people and culture’ and ‘Champion inclusion and diversity’ sections of the Strategic Report on pages 127-130 and 302-307 respectively. The Board's Diversity Policy is available at https://www.diageo.com/en/our-business/corporate-governance/board-diversity.

Outside interests and conflicts
The Board has adopted guidelines for dealing with conflicts of interest, with Directors' outside interests being regularly reviewed and responsibility for authorising conflicts of interest reserved for the Board. In the case of a potential conflict, the Nomination Committee
134

Governance (continued)
considers the circumstances, appropriate controls and protocols, and makes a recommendation to the Board. The Board confirmed that it was not aware of any situations that may or did give rise to conflicts with the interests of the company, other than those that may arise from Directors’ other appointments as disclosed in their biographies.

Duties of the Board
The Board manages overall control of the company’s affairs with reference to the formal schedule of matters reserved for the Board for decision. The schedule was last reviewed in July 2023 and is available at https://www.diageo.com/en/our-business/corporate-governance. In order to fulfil their duties, procedures are in place for Directors to seek both independent advice and the advice and services of the Company Secretary, who is responsible for advising the Board on all governance matters. The Board considers a number of factors when making decisions, including the potential impact of those decisions on various stakeholder groups and on the Company's ‘Society 2030: Spirit of Progress‘ and other non-financial targets, including in respect of environmental sustainability. Further information on the Board and the Audit Committee's roles in climate risk governance can be found on page 91. The terms of reference of Board Committees are reviewed regularly, most recently in July 2023, and are available at
https://www.diageo.com/en/our-business/corporate-governance.

Corporate governance requirements
The principal corporate governance rules applying to Diageo (as a UK company listed on the London Stock Exchange) for the year ended 30 June 2023 are contained in the 2018 UK Corporate Governance Code (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 Code’s main principles and the second dealing specifically with non-compliance with any of the Code’s provisions. The two descriptions together are designed to give shareholders a picture of governance arrangements in relation to the Code as a criterion of good practice. A copy of the Code is publicly available on the website of the Financial Reporting Council (FRC), www.frc.org.uk. Diageo’s statement as to compliance with the Code during the year ended 30 June 2023 can be found on page 133-134 . Diageo must also comply with corporate governance rules contained in the FCA Disclosure Guidance and Transparency Rules and certain related provisions in the Companies Act 2006 (the Act). Diageo is also listed on the New York Stock Exchange (NYSE), and as such is subject to the applicable rules of this exchange and jurisdiction. For example, Diageo is subject to the listing requirements of the NYSE and the rules of the US Securities and Exchange Commission (SEC), as they apply to foreign private issuers. Compliance with the provisions of the US Sarbanes-Oxley Act of 2002 (SOX), as it applies to foreign private issuers, is continually monitored.

Compliance with US corporate governance rules
Under applicable SEC rules and the NYSE’s corporate governance rules for listed companies, Diageo must disclose any significant ways in which its corporate governance practices differ from those followed by US companies under NYSE listing standards. Diageo believes the following to be the significant areas in which there are differences between its corporate governance practices and NYSE corporate governance rules applicable to US companies. This information is also provided on the company’s website at www.diageo.com.
Basis of regulation: UK listed companies are required to include in their annual report a narrative statement of (i) how they have applied the principles of the Code and (ii) whether or not they have complied with the best practice provisions of the Code. NYSE listed companies must adopt and disclose their corporate governance guidelines. Certain UK companies are required to include in their annual report statements as to (i) how directors have complied with Section 172 of the Act, which requires directors to promote the success of the company for the benefit of the members as a whole, having regard to the interests of stakeholders and (ii) how directors have engaged with and taken account of the views of the company’s workforce and other stakeholder groups. Diageo complied throughout the year with the best practice provisions of the Code and the disclosure requirements noted above, other than as described on page 125.
Director independence: The Code requires at least half the Board (excluding the Chairman) to be independent Non-Executive Directors, as determined by affirmatively concluding that a Director is independent in character and judgement and determining whether there are relationships and circumstances which are likely to affect, or could appear to affect, the Director’s judgement. The Code requires the Board to state its reasons if it determines that a director is independent notwithstanding the existence of relationships or circumstances which may appear relevant to its determination. NYSE rules require a majority of independent directors, according to the NYSE’s own ‘brightline’ tests and an affirmative determination by the Board that the Director has no material relationship with the listed company. Diageo’s Board has determined that, in its judgement and without taking into account the NYSE brightline tests, all of the Non-Executive Directors are independent. As such, currently nine of Diageo’s eleven Directors are independent.Further details of this determination in relation to Alan Stewart, Non-Executive Director and Chairman of the Audit Committee, are set out on page 135.
Chairman and Chief Executive: The Code requires these roles to be separate. There is no corresponding requirement for US companies. Diageo has a separate Chairman and Chief Executive.
135

Governance (continued)
Non-Executive Director meetings: NYSE rules require Non-Management Directors to meet regularly without management and independent directors to meet separately at least once a year. The Code requires Non-Executive Directors to meet without the Chairman present at least annually to appraise the Chairman’s performance. During the year, Diageo has complied with these requirements with independent Non-Executive Directors, including the Chairman, meeting without the Executive Directors present four times and independent Non-Executive Directors meeting without the Chairman or Executive Directors present twice.
Board committees:Diageo has a number of Board committees that are similar in purpose and constitution to those required by NYSE rules. Diageo’s Audit, Remuneration and Nomination Committees consist entirely of independent Non-Executive Directors. Under NYSE standards, companies are required to have a nominating/corporate governance committee, which develops and recommends a set of corporate governance principles and is composed entirely of independent directors. The terms of reference for Diageo’s Nomination Committee, which comply with the Code, do not contain such a requirement. In accordance with the requirements of the Code, Diageo has disclosed on page 142 the results and means of its annual evaluation of the Board, its Committees and the Directors, and it provides extensive information regarding the Directors’ compensation in the Directors’ remuneration report on pages 158-195.
Code of ethics:NYSE rules require a Code of Business Conduct and Code of Ethics to be adopted for directors, officers and employees and disclosure of any waivers for executive directors or officers. Diageo has adopted a Code of Business Conduct for all Directors, officers and employees, as well as a Code of Ethics for Senior Financial Officers in accordance with the requirements of SOX. See page 149 for further details.
Compliance certification: NYSE rules require chief executives to certify to the NYSE their awareness of any NYSE corporate governance violations. Diageo is exempt from this as a foreign private issuer but is required to notify the NYSE if any executive officer becomes aware of any non-compliance with NYSE corporate governance standards. No such notification was necessary during the period covered by this report.
Structure and division of responsibilities
The Board is committed to the highest standards of corporate governance and risk management, which is demonstrated in its established corporate governance framework, illustrated on pages 151-152. This includes the three Board Committees (Audit Committee, Nomination Committee and Remuneration Committee), as well as management committees which report to the Chief Executive or Chief Financial Officer (Executive Committee, Finance Committee, Audit & Risk Committee and Filings Assurance Committee). There is a clear separation of the roles of the Chairman, the Senior Independent Director and the Chief Executive which has been clearly established, set out in writing and approved by the Board. A copy of this is available at https://www.diageo.com/en/our-business/corporate-governance. No individual or group dominates the Board’s decision-making processes.

Further details on the Board Committees can be found in the separate reports from each committee on pages 117-153, and details of the Executive Committee can be found on pages 141.

Board skills and experience
Having an appropriate mix of experience, expertise, diversity and independence is essential for Diageo's Board. Such diverse attributes enable the Board as a whole to provide informed opinions and advice on strategy and relevant topics, thereby discharging its duty of oversight. The Board skills matrix helps to identify the experience and expertise of existing Directors, required skill sets or competencies, and the strategic requirements of the company. Key strengths and relevant experience of each Director are set out on pages 127-130, and a matrix of the Board’s current skills and experience is set out below.

10445360469277

136

Governance (continued)


Independence
The Code requires the Board to state its reasons for concluding that a director is independent notwithstanding the existence of certain relationships or circumstances which are likely to impair or appear to impair the director's independence. A non-exhaustive list of such circumstances is set out in provision 10 of the Code and include, amongst other things, the fact that a director has served on the board for more than nine years. In September 2023, Alan Stewart will have served for nine years on the Board since he was first appointed in September 2014. Alan has also served as Chairman of the Audit Committee since January 2017. The Board has requested and Alan has agreed to extend the term of his appointment to enable a smooth transition of the role of Chair of the Audit Committee at a time when the company is commencing a significant business change programme to upgrade its financial systems and technology in order to enhance the company's reporting and controls environment, as further described on page 18. The Board believes that, given the critical role of the Audit Committee in supervising this programme, this additional period will help preserve the level of knowledge and experience on and help support a successful transition to a successor, who is expected to be appointed prior to the 2024 AGM. It was further considered to be in the best interests of the company that Alan continues in this role to provide further continuity in light of other changes to the Board and, in particular, the recent transition in Chief Executive. The Board has also considered the matter of Alan's independence in light of this extension and concluded that, notwithstanding his serving for more than nine years, he continues to make high-quality contributions to Board and committee meetings, providing effective and constructive challenge to management and demonstrating objective and independent judgment. In light of this assessment, the Board has determined that Alan Stewart remains independent.
Board and Committee attendance
Directors’ attendance record at the last AGM, scheduled Board meetings and Board Committee meetings, for the year ended 30 June 2023 is set out in the table shown on page 126. Directors are expected to attend all meetings of the Board and its Committees and the AGM, but if unable to do so they are encouraged to give their views to the Chair of the meeting in advance. The 2022 AGM was held as a combined physical and electronic meeting via a live webcast with all Directors attending either physically or by video link. For Board and Board Committee meetings, attendance is expressed as the number of meetings attended of the number that each Director was eligible to attend.

Re-appointment at AGMs
The Chairman has confirmed that the Non-Executive Directors standing for re-appointment at this year’s AGM continue to perform effectively, both individually and collectively as a Board, and that each Non-Executive Director demonstrates commitment to their roles and continues to provide constructive challenge, strategic guidance and offer specialist advice, as well as holding management to account. As can be seen from the attendance records set out on page 126, Directors’ attendance levels have been consistently high throughout the year ended 30 June 2023.


137

Governance (continued)
Board activities
Details of the main areas of focus of the Board and its Committees during the year include those summarised below:
Areas of focusStrategic priorityStrategic outcomeStakeholders
Strategic
matters
Held a two-day Annual Strategy Conference (ASC) focussing on key strategic matters, including implementation of strategy across regions, convenience, China, ESG performance and supply chain strategy
Regularly reviewed the group’s performance against the strategy
Received reports on the financial performance of the group as against the annual plan
Reviewed the group’s tax strategy and policy
Received reports on the macro-economic environment, socio-political matters and emerging trends
Carried out deep dives into key strategic topics including the group's scotch whisky portfolio and strategy, tequila strategy, consumer insights, Latin America and Caribbean region, culture and capabilities, China, health and wellness, and volatility scenario planning
DIA017_Icons_1-3.jpgDIA017_Icons_2-1.jpgDIA017_Icons_3-2.jpgDIA017_Icons_6-5.jpg
icon-EG.jpg
icon-CVC.jpg
icon-Consumers.jpg
icon-Customers.jpg
icon-Communities.jpg
icon-Investors.jpg
Operational
matters
Reviewed and approved the group's three-year plan and annual funding plan, insurance, banking and capital expenditure requirements
Reviewed the group's long-term demand forecasting processes, global business operations and shared service centre arrangements
Regularly reviewed and approved the group’s M&A and business development activities, reorganisations and various other projects
Reviewed the group's supply chain activities, including supply footprint
Approved capital expenditure investments, and various significant procurement, systems and other contracts, having taken into consideration financial, operational, sustainability and other ESG related factors
Initiated a global business transformation programme and systems upgrade
Reviewed the company’s capital allocation, funding and liquidity positions, and those of its pension schemes, and approved interim and final dividends
Reviewed and approved the company’s share buyback programme
Approved the appointment of a new Chief Executive, including as an Executive Director
Acting through the Nomination Committee, reviewed the company’s succession planning and talent strategy
DIA017_Icons_1-3.jpgDIA017_Icons_2-1.jpgDIA017_Icons_3-2.jpg
icon-EG.jpg
icon-CVC.jpg
icon-EP.jpg
icon-our-people.jpg
icon-Consumers.jpg
icon-Customers.jpg
icon-suppliers.jpg
ESG mattersIncreased focus on ESG matters throughout the year, including conducting a deep dive in relation to the company's approach to ESG matters and its 'Society 2030: Spirit of Progress' programme at the ASC
Reviewed approach and methodologies used in relation to non-financial targets
Received reports on workforce engagement over the year
Received regular investor reports
Received regular updates on ESG matters and progress towards ‘Society 2030: Spirit of Progress‘ targets
Completed actions identified following the previous evaluation of the Board's performance and carried out an internal evaluation of the Board’s performance
Reviewed schedule of matters reserved for the Board and terms of reference of its Committees
DIA017_Icons_1-3.jpgDIA017_Icons_4-6.jpgDIA017_Icons_5-4.jpgDIA017_Icons_6-5.jpg
icon-CVC.jpgicon-CT.jpgicon-EP.jpg
icon-our-people.jpg
icon-Communities.jpg
icon-Investors.jpg
icon-Governments.jpg
Assurance
and risk
management
Received reports in relation to material legal matters, including disputes, regulatory and governance developments, and areas of legal or regulatory risk
On the recommendation of the Audit Committee, approved the company’s risk footprint, including reviewing and updating the principal risks
On the recommendation of the Audit Committee, approved the company’s filings, financial and non-financial reporting including interim and preliminary results announcements, US filings and Annual Report
DIA017_Icons_2-1.jpgDIA017_Icons_3-2.jpgDIA017_Icons_6-5.jpg
icon-EG.jpgicon-CVC.jpgicon-CT.jpg
icon-Investors.jpg
icon-Governments.jpg
Key
Strategic prioritiesStrategic outcomesStakeholders
DIA017_Icons_1-3.jpg
Sustain quality growth
icon-EG.jpg
Efficient growth
icon-our-people.jpg
People
DIA017_Icons_2-1.jpg
Embed everyday efficiency
icon-CVC.jpg
Consistent value creation
icon-Consumers.jpg
Consumers
DIA017_Icons_3-2.jpg
Invest smartly
icon-CT.jpg
Credibility and trust
icon-Customers.jpg
Customers
DIA017_Icons_4-6.jpg
Promote positive drinking
icon-EG.jpg
Engaged people
icon-suppliers.jpg
Suppliers
DIA017_Icons_5-4.jpg
Champion inclusion and diversity
icon-Communities.jpg
Communities
DIA017_Icons_6-5.jpg
Pioneer grain-to-glass sustainability
icon-Investors.jpg
Investors
icon-Governments.jpg
Governments and regulators

138

Governance (continued)
Stakeholder engagement
We aim to maintain open and positive dialogue with all our stakeholders, considering their key interests in our decision-making and communicating with them on a regular basis. This dialogue helps us build trust and respect and make choices as a business that help shape the role we play in society.


The development of strong and positive relationships between Diageo and its external stakeholders is an intrinsic part of our purpose and culture. Our stakeholders include not only business partners such as suppliers and customers, our people and workforce, but also government, consumers and the wider communities in which we operate. As noted in the company’s statement on Section 172 of the Companies Act 2006 set out on page 19, in making their decisions and in discharging their duties to promote the success of the company, the Directors must have regard to the interests of its stakeholders. We have summarised below why our stakeholders are important to us, what we believe their principal interests are and how the Board and company seeks to engage and respond.

Stakeholder and why we engage

Our people
People are at the core of our business
We aim to build a trusting, respectful and inclusive culture where people feel engaged and fulfilled
We want our people to be treated with dignity at work and their human rights respected
What we believe matters most to them
Prioritisation of health, safety and well-being
Learning and development opportunities
Purpose, culture and benefits
Contributing to the growth of our brands and performance
Promotion of inclusion and diversity
Sustainability and societal credentials
How the Board seeks to engage
Active dialogue maintained throughout the year as part of the Board's ongoing workforce engagement programme
Direct engagement through visits to offices, production and supply chain sites during the year
Indirect engagement through feedback from works councils, employee and workforce forums, community groups, Your Voice and pulse surveys and townhall meetings

Reporting to the Board
Regular reports from workforce engagement activities
Feedback through employee surveys, including annual group-wide Your Voice survey
Culture and capabilities session at Board meeting led by Chief HR Officer
Upcoming priorities
Maintaining focus on simplifying internal processes, including upgrading and transforming business operations and systems
Evolving workforce engagement programme

Consumers
Understanding our consumers is critical for our business’ long-term growth
Consumer motivations, attitudes and behaviours form the basis of our business strategy, brand marketing and innovation
We want consumers to enjoy our products responsibly and for them to ‘drink better, not more’
What we believe matters most to them
Choice of brands for different occasions, including no- and lower-alcohol
Innovation in heritage brands and creation and nurturing of new brands
Responsible marketing
Great experiences
Product quality
Sustainability and societal credentials
Price
How the Board seeks to engage
Monitoring consumer behaviours, motivations and insights
Responding to and anticipating emerging consumer trends as part of strategic sessions, including the Annual Strategy Conference
Regular review of business development opportunities, including active brand portfolio management
Review of innovation pipeline as part of the Annual Strategy Conference

Reporting to the Board
Regular performance updates by the Chief Executive, including on key consumer trends
Papers prepared by strategy team on evolving consumer behaviours in advance of Annual Strategy Conference
Regular updates by Business Development and Innovation teams on organic and inorganic opportunities and portfolio choices
Upcoming priorities
Ongoing review of portfolio and category participation opportunities
Developing pipeline of innovation informed by consumer insights
Enhancing marketing effectiveness through detailed understanding of consumer motivation
139

Governance (continued)

Customers
Our customers are a broad range of businesses, large and small, on-trade and off-trade, retailers, wholesalers and distributors, digital and e-commerce
We want to nurture mutually beneficial relationships to deliver joint value and great consumer experiences
What we believe matters most to them
A portfolio of leading brands that meets evolving consumer preferences
Identification of opportunities that offer profitable growth
Insights into consumer behaviour and shopper trends
Trusted product quality
Innovation, promotional support and merchandising
Availability and reliable supply and stocking
Technical expertise
Joint risk assessment and mitigation
Sustainability and societal credentials
How the Board seeks to engage
Regular review of innovation pipeline and inorganic opportunities to ensure a broad portfolio at multiple price points
Review of supply chain footprint to ensure efficient delivery of products to customers
Direct engagement with key customers during market visits
Reporting to the Board
Regular performance updates by the Chief Executive, including customer and route-to-consumer concerns
Deep dive reviews on key regions or markets, including for example during fiscal 23 in relation to Latin America and Caribbean, include consideration of customer relationships
Upcoming priorities
Scheduling face-to-face meetings for Directors to meet representatives of key customers during market visits
Enhancing relationships between the company and its customers through engagement opportunities
Stakeholder and why we engage

Suppliers
Our suppliers, service providers and agencies are experts in their fields
We rely on them to deliver high-quality products and market responsibly
We collaborate with them to improve our collective impact, ensure sustainable and resilient supply chains, and make positive contributions to society
What we believe matters most to them
Strong, mutually beneficial partnerships
Strategic alignment and growth opportunities
Fair contract and payment terms
Collaboration to realise innovation
Consistent performance measures
Joint risk assessment and mitigation
Sustainability and societal credentials
How the Board seeks to engage
Periodic review of supply chain footprint in key markets to ensure resilience and flexibility, monitoring environmental impacts and efficiencies
Review and approval of material supply and procurement contracts including for critical raw materials
Supporting management in improving supplier relationships through fair contract and payment terms, compliance with Diageo's 'Partnering with Suppliers Standard' and working collaboratively to mitigate environmental impacts and achieve ESG goals
Reporting to the Board
Terms of material contracts with suppliers are reviewed by the Board
Periodic updates provided to the Board in relation to supply chain agility programme rollout
Supply chain sustainability and other ESG data included in quarterly 'Society 2030: Spirit of Progress' reports provided to the Board
Upcoming priorities
Continued focus on rollout of supply chain agility programme
Monitoring impact of supply chain disruption on operations, including through Audit Committee risk reviews
Supervision of initiatives to improve sustainability and supply chain resilience
140

Governance (continued)

Communities
We aim to create long-term value for the communities in which we live, work, source and sell
We can help build thriving communities and strengthen our business through empowering people, increasing access to opportunities and championing inclusion and diversity
What we believe matters most to them
Impact of our operations on the local economy
Access to skills development, employment and supplier opportunities
Inclusion, diversity and tackling inequality in all forms
Responsible use of natural resources, biodiversity and sustainability
Transparency and engagement
How the Board seeks to engage
Setting targets and monitoring progress on broader societal matters, including promoting positive drinking, inclusion and diversity
Considering the environmental and social consequences for communities of its key decisions, including encouraging inclusion and diversity, equal employment opportunities, skills development and support for communities and through wider value chains

Reporting to the Board
Quarterly reports provided to Board on progress made in relation to 'Society 2030: Spirit of Progress' targets
Reports on macro-economic and socio-political events provided to Board by management
Upcoming priorities
Monitoring progress in relation to positive drinking programmes, including SMASHED and similar initiatives
Supporting management in advocacy in relation to water stewardship ambitions

Investors
We want to enable equity and debt investors to have an in-depth understanding of our strategy, our operational, financial and holistic performance, so that they can more accurately assess the value of our business and the opportunities and risks of investing in it
What we believe matters most to them
Strategic priorities, opportunities and risks
Financial performance
Corporate governance
Leadership credentials, experience and succession
Executive remuneration policy
Shareholder returns
Environmental, inclusion and diversity, and social commitments and progress
How the Board seeks to engage
Regular engagement between key investors and Chief Executive and Chief Financial Officer through Investor Relations programme of events
Participation in investor conferences such as the Consumer Analyst Group of New York meeting in February 2023
Hosting investor events such as the Diageo Scotch day in June 2023
Attendance at the Annual General Meeting in October 2022, including responding to questions from shareholders
Reporting to the Board
Monthly reports compiled by Investor Relations team provided to the Board, providing details on engagement sessions with investors and key trends
Biennial survey of investor sentiment carried out by external consultancy and report provided to the Board
Upcoming priorities
Continued proactive engagement with investors through structured programme of engagement activities over the year
Preparing for the Annual General Meeting to be held in September 2023
Engaging directly with investors through roadshow following announcement of fiscal 23 results
141

Governance (continued)

Governments and Regulators
The regulatory environment is critical to the success of our business
We share information and perspectives with those who influence policy and regulation to enable them to understand our views on areas that can impact public health and our business
What we believe matters most to them
Compliance with applicable laws and regulations
Contribution to national and local economic development and public health priorities
International trade, excise, regulation and tackling illicit trade
Tackling harmful drinking and the impact of responsible drinking initiatives
Climate change and water sustainability agendas, including carbon reduction, human rights, environmental impacts, sustainable agriculture, biodiversity and support for communities
How the Board seeks to engage
Indirect engagement through periodic updates from Chief Executive and corporate relations executives
Review of macro-economic and geopolitical developments as part of strategy sessions
Updates on regulatory developments, including in relation to non-financial reporting, corporate governance and public policy
Reporting to the Board
Reports on socio-political events and issues periodically provided to the Board
Developments in regulatory matters, including governance and reporting obligations, are included in biannual reports to the Board prepared by management
Upcoming priorities
Monitoring developments in regulation and best practice in respect of non-financial reporting requirements, corporate governance and audit regime
Supporting management's advocacy in relation to key public policy matters including water stewardship, positive drinking, inclusion and diversity

Principal Board decision – Transforming our business processes and systems
In May 2022, the Board approved the commencement of a multi-year project with the aim of improving Diageo’s internal processes and upgrading its financial systems and technology. This project is expected to be a significant business change programme introducing more intuitive business processes, powered by technology, to provide better access to data and information in order to enable quicker and more informed decision-making. The project, which is expected to be implemented over a five-year period, has been designed to enhance Diageo’s business resilience and controls environment through simplifying and standardising the group’s ways of working across its functional domains. A key part of the project will be a transition to a new cloud-based enterprise resource planning platform, SAP S/4 HANA, which will be used to manage Diageo’s day-to-day business activities, enabling the flow of data between the group’s business processes in a way which minimises duplication and provides data integrity. During the course of fiscal 23, the progress of the project has been monitored by both the Board and Audit Committee due to its importance to the company’s controls and reporting capabilities. For example, at its meetings in January 2023 and April 2023 the Audit Committee reviewed reports from the project team and supervised key decisions. These included the appropriate timing and phasing of rollout of the project, the need to ensure standardisation of end-to-end process ownership through a global process ownership model, the establishment of appropriate governance structures for the project, and the selection and engagement of key third-party suppliers and partners for implementation.
The Board has also considered a number of broader interdependencies between this project and other matters, including its relationship with the company’s culture and workforce capabilities, and the impact of the project on the scope of work of certain other functions. One related matter was the impact of the change in the company's functional currency to US dollar which took effect from 1 July 2023, as noted on page 279. As it was important to ensure that the company's reporting systems were capable of operating in a different currency, the Board was kept informed of the work being undertaken to prepare the company's reporting systems to minimise any disruption and ensure a smooth transition. As a result, when the functional currency change took effect, the Board approved go live of the systems change and approved a change in the company's presentation currency to US dollar to provide a better alignment of the reporting of Diageo's performance with its business exposures. The Board has also decided that commencing with the interim dividend to be declared in January 2024 and paid in April 2024, it intends to declare future dividends denominated in US dollar but that, subject to the relevant resolutions being passed at the forthcoming AGM, holders of ordinary shares will continue to receive their dividends in sterling and will be offered the option to elect to receive their dividends in US dollar instead while holders of the company's ADRs will continue to receive dividends in US dollar as is currently the case.
The potential implications of the project on key stakeholder groups have been important factors in these considerations, as required under Section 172 of the Companies Act. These have included:
the impact of this project on the day-to-day activities and experience of employees and the wider workforce, including in particular the importance of simplification and streamlining of internal processes, as noted by feedback consistently received through the various engagement structures used by the Board to understand workforce views;
the improved capabilities in terms of accessibility and robustness of data as a result of implementing the new platform, which should enable quicker reporting both internally but also to external stakeholders including regulators and authorities;
142

Governance (continued)
the benefits for investors and analysts in better understanding business performance by minimising foreign exchange volatility through the presentation of results and declaration of dividends in US dollars, consistent with the company's functional currency and more representative of its underlying business;
the ability to offer choice to shareholders as to which currency in which to receive payment of dividends; and
the implications of the new platform for supply chain third parties and customers, including customer and vendor lifecycle management processes, product sales reporting and returnable packaging management.

Wider stakeholder engagement
Diageo has ambitious goals across a variety of social and environmental targets and has a long track record of working with stakeholders to achieve these goals. Our ambition to be one of the best performing, most trusted and respected consumer products companies in the world can only be achieved through engagement and partnership with our stakeholders. The Board and its members have engaged directly and indirectly with a number of its key stakeholders during fiscal 23, which has seen continued volatility and uncertainty in many markets and has sought to understand and respond to stakeholder considerations in making its decisions and determining the company’s strategy and goals. These include the following activities:
During fiscal 23, the Board met and engaged with the company’s key customers in North America, discussing their experience of working with Diageo including over the period of the Covid-19 pandemic, how the company’s ‘Raising the Bar’ programme and other support measures assisted them during this period and the impact of inflation and cost-of-living pressures on current consumer trends. Feedback received from customers in different markets is also reported to the Board by the Chief Executive in her regular performance summaries. Customer feedback about market trends and consumer activity, as well as the performance of the company’s portfolio, is an important input into the company’s consumer insights tools which are used as guidance for innovation, product development and marketing initiatives.
The Board has continued its annual cycle of visits to different Diageo offices and production sites during fiscal 23. Directors met in Scotland in November 2022 for a multi-day meeting including an immersion into our production processes and facilities and a deep dive into the commercial and marketing aspects of our scotch whisky business. Meeting a broad group of employees supporting our production and scotch businesses enabled a deep understanding of the complexity of long-term forecasting and demand planning on production and maturation timelines for aged liquids. This is particularly relevant to recent decisions in relation to significant capital investment in our supply chain including in distillation and maturation capacity, where learnings from our supply sites in Scotland can be applied in relation to developing our supply capacity in other markets, including for example in respect of tequila production in Mexico.
The Board’s workforce engagement programme is a well-established process with regular engagement sessions held with different parts of the global workforce over the course of the year, involving all Non-Executive Directors. These sessions provide Non-Executive Directors with insights into the company’s culture which are then fed back to the company’s engagement teams and used to shape our approach to people. See page 142-143 for this year’s workforce engagement statement which includes further details of the programme.
Engagement with investors and analysts has remained a focus during fiscal 23, with a programme of regular meetings, calls and other engagement activities coordinated by the Investor Relations function. Highlights include participation by Board members, including the former and current Chief Executives and the CFO, alongside other senior executives at the annual Consumer Analyst Group of New York meeting held in February 2023 in Florida. Investor representatives and analysts were also invited to attend a presentation at Johnnie Walker Princes Street in Edinburgh which focussed on the company’s scotch whisky portfolio and business led by the current Chief Executive supported by the Chief Marketing Officer and the Chief Financial Officer, which was also webcast. Materials from these sessions are available on https://www.diageo.com/en/investors/results-reports-and-presentations.
Further information on our stakeholders, what we think is important to them and how the Board engages and responds to them can be found on pages 137-140. A case study summarising how stakeholder considerations were taken into account by the Board during fiscal 23, as required by Section 172 of the Companies Act, in respect of one of its principal decisions is set out on page 141.


Executive direction and control
Executive Committee
The Executive Committee, appointed and chaired by the Chief Executive, supports her in discharging her 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 operational and functional components of the business: North America, Europe, Africa, Latin America and Caribbean, Asia Pacific, Supply Chain and Procurement and Corporate. The Executive Committee focusses its time and agenda to align with the Performance Ambition and how to achieve Diageo’s financial and non-financial performance objectives. Performance metrics have been developed to measure progress. There is also focus on the company’s reputation. In support, monthly performance delivery calls, involving the managing directors of each market, focus on current performance. Committees appointed by the Chief Executive and intended to have an ongoing remit, including the Audit & Risk Committee, Finance Committee and Filings Assurance Committee, are shown (with their remits) at https://www.diageo.com/en/our-business/corporate governance.

143

Governance (continued)
Performance evaluation
With the assistance of the Company Secretary, the evaluation of the Board's effectiveness, including the effectiveness of the Board's Committees and Directors, was undertaken from December 2022 to January 2023. The purpose of the evaluation was to review and evaluate how the Board and its Committees operate as measured against current best practice corporate governance principles framed by reference to Principle L and Provisions 21, 22 and 23 of the Code.
This year's evaluation was an internally managed process, comprising an online questionnaire for all Directors to complete, designed to gather an assessment of the level of satisfaction with specific areas and to enable each Director to express their views on them. The evaluation focused on Directors' views on three areas, being (i) Board composition, balance and performance, (ii) Board and Committee topics, support and provision of information, and (iii) Committees' effectiveness and performance. Responses to questions were sent to the Chairman of the Board and responses on the effectiveness of the Committees were also submitted to the respective Committee Chairmen. Following receipt of responses on the evaluation on the Chairman, the Senior Independent Director held a meeting with the Directors without the Chairman present to provide feedback in relation to the Chairman, consistent with the requirements of the Code. The results of the evaluation process were reviewed by the Board at its meeting in January 2023 at which various actions were agreed to be taken. It is the Board’s intention to continue to review annually its performance and that of its Committees and individual Directors, with such evaluation being carried out by an external facilitator every three years. The evaluation to be undertaken in 2023 will be carried out by the end of the calendar year with the assistance of an external facilitator, which will be engaged in due course following completion of a tender process. The Chairman has confirmed that the Non-Executive Directors standing for re-election at this year’s AGM continue to perform effectively, both individually and collectively as a Board, and that each demonstrates commitment to their roles. The main conclusions and key areas for focus highlighted by the December 2022 evaluation are set out in the table below.
Main conclusionsKey actions for focus
General feedback
Broad satisfaction with the composition, expertise and performance of the Board and content of its meetings
Diversity, inclusivity and openness of the Board are strengths
Performance of the Committees was felt to be strong and led well by the respective Chairs
Continue to encourage culture of open discussion amongst Board members and with Executive Committee members
There remain opportunities for improvement in the interactions between management and Board members
Board composition
Board members feel well integrated into the Board and company
Strong focus on succession planning, particularly over the short to mid term
Transition in Board composition will require continued focus on key areas of expertise and experience
Continue focus on Board and management succession planning and on ensuring pipeline of high-quality, diverse talent
Identify key areas for additional expertise and focus recruitment and talent pipeline on these areas in particular
Strategic focus
Continued focus on medium and longer-term issues, including tracking of key strategic decisions and investments
Regular discussions of culture and values are welcomed
Continued focus on ‘Society 2030: Spirit of Progress’ programme including approach to reporting in light of changing regulatory environment
Opportunities to enhance strategic focus of Board discussions, including in respect of emerging trends over the medium and long term
The workforce engagement process has been effective and beneficial
Increase focus on key strategic matters, emerging trends and medium to long-term issues, ensuring appropriate allocation of time and resources
Schedule post-completion reviews of key strategic decisions
Identify alternative ways of reporting progress in relation to ongoing initiatives and projects

Company secretarial support
Broad recognition of an effective Company Secretarial function and the support provided to the Board
Re-design of the Board induction process has been very positive
Pre-read materials have improved significantly; however, there is a desire for even greater focus on key issues
Continue to find opportunities for Board to engage with workforce in different geographies and to visit production facilities, sites and offices
Continue to develop and enhance induction process for new Directors
Continue focus on ensuring high-quality pre-read materials, action closure and time allocation

Workforce Engagement statement
At Diageo, creating an inclusive culture and an environment where people can openly share their views and feel listened to is key to sustaining high levels of engagement and remaining a great place to work.
To help us understand colleagues’ experience at Diageo, we listen to their views using formal and informal channels. Diageo’s Workforce Engagement programme is an important way for the Board to gather employee insights and feedback on key topics, including culture, strategy and ways of working. It is also a valued opportunity for teams to have direct access to members of the Board.
144

Governance (continued)
Diageo’s Chairman has acted as Non-Executive Director designated to workforce engagement over the past four years. In fiscal 23, together with all Non-Executive Directors, twelve sessions were held with 948 colleagues across all regions, functions and organisational levels.
Sessions have been highly engaging, with the Chairman and Non-Executive Directors valuing open conversations. These have highlighted many positive aspects of Diageo’s culture, as well as areas of opportunity.
The themes emerging from these workforce engagement discussions are:
Colleagues shared their pride in working for Diageo and attributed this to the company’s advantaged culture, which connects them with Diageo’s purpose and brands, as well as the quality of leadership and management’s focus on performance.
Diageo’s ongoing commitment to ‘Society 2030: Spirit of Progress‘ targets, including a leading approach to inclusion and diversity, as well as an embedded approach to doing business in the right way were positive highlights in the discussions.
The calibre of talent across the business is seen as a strength and colleagues spoke positively about opportunities for learning and career development.
Overly complex systems and processes were highlighted as barriers that can at times prevent colleagues from operating in the most efficient way. Improvements are being felt, and colleagues spoke positively of Diageo’s commitment to invest further in this area, including Diageo’s recently announced five-year investment into global digital transformation.
Colleagues acknowledged positive shifts that are helping to speed up decisions, such as stronger cross-market collaboration, freedom to test and learn and quicker decision-making.
These themes were also reflected in this year's strong engagement results seen in the global employee survey, Your Voice, where engagement levels grew a further 1% to 84%, and pride in working for Diageo is at an all-time high at 91%.
Insights gathered from workforce engagement sessions held by the Board, alongside broader listening tools such as Your Voice survey, have helped to listen and respond to the perspectives of our employees, as well as identify specific areas to further enhance our employee experience.
In this coming year, Karen Blackett has taken over accountability as the designated Non-Executive Director for workforce engagement. Karen, along with all other Non-Executive Directors, will continue to engage in meaningful conversation with a wide range of colleagues to help shape our culture, policies and ways of working, and ensure these insights help to inform the Board’s decision-making.


Purpose, values and culture
The Board is responsible for establishing Diageo’s purpose, values and culture and for monitoring how embedded that culture is within our business. Diageo has a long-established purpose and set of values which resonate strongly with our employees, as indicated by the Board's engagement sessions with Diageo's workforce and our employee surveys. We are very conscious that Diageo must operate with the highest standards of governance, doing business the right way, from grain to glass. This principle is embedded in our Code of Business Conduct and global policies, aligned with our ‘Society 2030: Spirit of Progress‘ goals, and reflected in our ways of working. We are pleased that we have a strong reputation for inclusion and diversity which reflects our values, attracts the best talent and enables our people to succeed. In order to improve our pace, agility and resilience, we continue to look to simplify and streamline our internal processes including through the launch of a significant business process and systems transformation project which is implemented in phases over the next few years, further details of which are set out on pages 140-141.
There are a number of ways in which the Board monitors and assesses culture, including:
Site visits
Directors are encouraged to visit the group’s offices, production facilities and sites in different markets and regions so that they can get a better understanding of the business and interact with employees and the wider workforce. Over the last year, Directors have visited the company's headquarters in London on a number of occasions as well as our offices in New York, meeting and interacting with employees. There have also been visits to our spirits production facilities, scotch brand homes and visitor centres in Scotland and a number of Directors have also travelled or are planning to travel to other locations, including our tequila operations in Mexico. At these locations, Directors get the opportunity to meet and discuss issues with employees, to see how Diageo’s safety and sustainability processes work in practice, to talk with local management and workforce and to assess how effectively Diageo’s culture is communicated and embedded at all levels. As part of the Board's workforce engagement programme, Non-Executive Directors regularly hold in-person and virtual meetings, townhalls and question and answer sessions with Diageo employees in different locations over the course of the year.
Employee surveys
The Board receives reports from the Chief HR Officer on the results of the company’s global annual ‘Your Voice’ survey, including levels of employee engagement, employee perceptions of Diageo’s purpose and of their line managers (including net promoter scores), and any themes raised. The survey results also give visibility of areas on which management must continue to focus, including continued simplification and process improvement work across the business. Results of this year's 'Your Voice' survey are indicated on page 43.

145

Governance (continued)
SpeakUp allegation reporting
The Business Integrity team provides regular reports to the Audit Committee of allegations of breaches of the Code of Business Conduct and other group policies, including those received through our confidential and independent whistleblowing service SpeakUp. These reports also include analyses of emerging trends, investigation status reports and closure rates, and summaries of actions taken. These reports enable the Directors to gain an understanding of common issues and action planning, as well as providing insights into how embedded Diageo’s purpose, values and culture are across its markets and functions.
For more details of the SpeakUp service, see page 150.

Workforce engagement programme
Insights drawn from the Board’s annual programme of workforce engagement are used by the Board to monitor and assess the culture of the company, with recommendations being fed back to management regularly with workforce engagement being discussed at Board meeting sessions twice a year. Over the past few years, the engagement programme has expanded to enable all Non-Executive Directors to participate by directly engaging with employees from a variety of regions, functions and levels in the business. From 1 July 2023, the role of Non-Executive Director with responsibility for workforce engagement transitioned from the Chairman to Karen Blackett. For more on workforce engagement, see pages 142-143.
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 consolidated financial statements were approved and accords with the guidance issued by the FRC in September 2014, entitled ‘Guidance on Risk Management, Internal Control and Related Financial and Business Reporting’. The Board confirms that, through the activities of the Audit Committee described below, a robust assessment of the principal and emerging risks facing the company, including those that would threaten its business model, future performance, solvency or liquidity, has been carried out. These risks and their mitigations are set out above in the section of the UK Annual Report dealing with principal and emerging risks on pages 113 to 123.
The Board acknowledges that it is responsible for the company’s systems of internal control and risk management and for reviewing their effectiveness. The Board confirms that, through the activities of the Audit Committee described in its report, it has reviewed the effectiveness of the company’s systems of internal control and risk management. During the year, the Audit Committee considered the nature and extent of the risks that the Board was willing to take to achieve its strategic goals and reviewed the existing internal statement of risk appetite, which had been updated this year by the Executive Audit & Risk Committee, following which the Audit Committee made a recommendation to the Board which was then approved. The Audit Committee reviews the company's principal risks regularly throughout the year in accordance with a schedule proposed by management with each such risk being reviewed by management in the Audit & Risk Committee prior to it being considered by the Audit Committee. The Board also regularly reviews emerging and disruptive risks as part of its Annual Strategy Conference, held this year in April in New York, from which a number of topics are identified for more detailed review by either the Board or the Audit Committee over the following 12 months. The company has in place internal control and risk management systems in relation to the company’s financial reporting process and the group’s process for the preparation of consolidated accounts. Further, a review of the contents of the company's public filings and disclosures, including its consolidated financial statements and non-financial disclosures, is completed by management through the Filings Assurance Committee to ensure that the contents of the company's interim and preliminary results announcements, Annual Report and Form 20-F appropriately reflect the non-financial and financial position and results of the group. Further details of this are set out in the Audit Committee report on pages 146-153.

Viability statement
In accordance with the Code, the Board has also considered the company’s longer-term viability, based on a robust assessment of its principal and emerging risks. This was done through the work of the Audit Committee which recommended the Viability statement to the Board. For further information about how the Board has reviewed the long-term prospects of the group, see page 94 of the UK Annual Report.

Going concern
Management prepared cash flow forecasts which were also sensitised to reflect severe but plausible downside scenarios taking into consideration the group's principal risks. In the base case scenario, management included assumptions for mid-single digit net sales growth, operating margin improvement and global TBA market share growth. In light of the ongoing geopolitical volatility, the base case outlook and severe but plausible downside scenarios incorporated considerations for a prolonged global recession, supply chain disruptions, higher inflation and further geopolitical deterioration. Even under these scenarios, the group’s liquidity is still expected to remain strong, as it was protected by issuing €500 million of fixed rate euro and $2 billion of fixed rate dollar-denominated bonds in the year ended 30 June 2023. Mitigating actions, should they be required, are all within management’s control and could include reductions in discretionary spending such as acquisitions and capital expenditure, as well as a temporary suspension of the share buyback programme and dividend payments in the next 12 months, or drawdowns on committed facilities. Having considered the
146

Governance (continued)
outcome of these assessments, the Directors are comfortable that the company is a going concern for at least 12 months from the date of signing the group's consolidated financial statements.

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 £0.83 million during the year (2022 – £0.64 million). These contributions were made almost exclusively to federal and state candidate committees, state political parties and federal leadership 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 a better understanding of the group and its views on commercial matters, as well as a generally improved business environment.

Directors' responsibilities in respect of the Annual Report, Form 20-F and financial statements
The Directors are responsible for preparing the Annual Report, the information filed with the SEC on Form 20-F and the group and parent company financial statements in accordance with applicable law and regulation. Company law requires the Directors to prepare financial statements for each financial year. Under that law, the Directors have prepared the group consolidated financial statements in accordance with UK-adopted international accounting standards and the parent company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 101 ‘Reduced Disclosure Framework’, and applicable law). In preparing the group consolidated financial statements, the Directors have also elected to comply with International Financial Reporting Standards issued by the International Accounting Standards Board (IFRSs as issued by IASB).
Under company law, the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and parent company and of the profit or loss of the group and parent company for that period. In preparing the financial statements, the Directors are required to:
select suitable accounting policies and then apply them consistently;
state whether applicable UK-adopted international accounting standards, IFRSs issued by IASB have been followed for the group financial statements and United Kingdom Accounting Standards, comprising FRS 101 ‘Reduced Disclosure Framework’ and applicable law have been followed for the parent company financial statements, subject to any material departures disclosed and explained in the financial statements;
make judgements and accounting estimates that are reasonable and prudent; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and company will continue in business.
The Directors are responsible for safeguarding the assets of the group and parent company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The Directors are also responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and parent company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and parent company and enable them to ensure that the financial statements and the Directors’ Remuneration Report comply with the Companies Act 2006. The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the company’s website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.


147

Governance (continued)
AUDIT COMMITTEE REPORT

Ensuring integrity across the business

Dear Shareholder
On behalf of the Audit Committee, I am delighted to present the Committee’s report for the year ended 30 June 2023.
The Audit Committee has discharged its responsibilities over the year by providing effective independent oversight, with the support of management and the external auditors. The Committee has carried out its role of monitoring and reviewing the integrity of the company’s financial statements and reporting, its internal control and risk management processes, its audit and risk activities, business conduct and integrity, whistleblowing and breach allegation investigations, and the appointment and performance of the external auditor. Regular reports on internal audit findings, business integrity and controls assurance work, breach allegation and investigation processes were given to and reviewed by the Committee. The Committee has also reviewed the company's principal and emerging risks, its approach to risk appetite and mitigations and has reviewed deep dives into key areas of potential risk including supply chain disruption, pension funding, cyber security and IT resilience, climate change, counterfeit and product quality, pandemics and business interruption, business ethics and integrity, and international taxation.
The Committee has also supervised progress in relation to a business transformation project which the company has commenced this year and which, once implemented, will enhance the company's internal reporting, systems and data management capabilities. Further details of this project are set out on page 142.
Over the past few years, we have been closely following proposed regulatory and reporting changes, including changes to the UK corporate governance and audit regimes, implications of future EU reporting requirements with regard to corporate sustainability and supply chain due diligence, and developments in US disclosure requirements including in relation to climate change. This year the Committee has supervised how the company is responding to and preparing for these changes, in particular focussing on its approach as to the development of internal processes and capabilities for the validation and assurance of externally reported information in anticipation of drafting an audit and assurance policy. The company has also taken further steps this year to integrate its financial and non-financial disclosure processes to improve consistency and robustness in reporting with oversight by the Committee. We have also commenced an audit services tender process during fiscal 23 which we expect to complete before the end of the current year.
The performance of the Audit Committee was again evaluated this year and I am pleased to note that feedback from Directors indicated very strong satisfaction with the Committee's performance.
The Committee remains committed to continuing to discharge its duties effectively and diligently during fiscal 24.

Alan Stewart
Chairman of the Audit Committee
148

Governance (continued)
Role and composition of the Audit Committee
The role of the Audit Committee is fully described in its terms of reference, which are available at https://www.diageo.com/en/our-business/corporate-governance. The members of the Audit Committee are independent Non-Executive Directors being Alan Stewart (Committee Chairman), Melissa Bethell, Karen Blackett, Susan Kilsby, Valérie Chapoulaud-Floquet, Sir John Manzoni, Lady Mendelsohn and Ireena Vittal. The Chairman of the Board, the Chief Financial Officer, the General Counsel & Company Secretary, the Group Controller, the Head of Global Audit & Risk (GAR), the Chief Business Integrity Officer, the General Counsel Corporate, the Group Chief Accountant and the external auditor regularly attend meetings of the Committee. The Audit Committee met privately with the external auditor, the Chief Business Integrity Officer and the Head of GAR regularly during the year. During the course of the year, the Committee met five times and its duly appointed subcommittee met once. Details of attendance of all Board and Committee meetings by Directors are set out on page 126.

Reporting and financial statements
During the year, the Audit Committee reviewed the interim results announcement, including the interim financial statements, the Annual Report and associated preliminary results announcement and Form
20-F, focussing on key areas of judgement and complexity, critical accounting policies, disclosures (including those relating to contingent liabilities, climate change and principal risks), viability and going concern assessments, provisioning and any changes required in these areas or policies. The Audit Committee has also focussed in particular on the company’s approach to assurance and internal approvals processes. The company has again looked to develop its non-financial reporting in a manner that enhances consistency with the financial reporting and throughout the Strategic Report, including in relation to compliance with the recommendations of the Task Force on Climate-related Financial Disclosures.
This year the Committee has also had oversight of management's transformation project to improve Diageo’s internal processes and upgrading its financial systems and technology, with a particular focus on its impact on the company’s controls and reporting capabilities. The impact of the change in the company's functional and presentational currency, which took effect in July 2023, was also considered by the Committee. Further details of this project are set out on page 142.
The company has in place internal control and risk management systems in relation to the company’s financial and non-financial reporting process including the group’s process for the preparation of consolidated financial statements. A review of the consolidated financial statements and the draft Annual Report is completed by the Filings Assurance Committee (FAC) to ensure that the financial position and results of the group are appropriately reflected therein. In addition to reviewing draft financial statements for publication at the half and full year, the FAC is responsible for examining the company’s financial and non-financial information and disclosures, the effectiveness of internal controls relating to financial and non-financial reporting and disclosures, legal and compliance issues and determining whether the company’s disclosures are accurate and adequate. The FAC comprises senior executives such as the Chief Executive, the Chief Financial Officer, the General Counsel & Company Secretary, the General Counsel Corporate & Deputy Company Secretary, the Group Controller, the Group Chief Accountant, the Head of Investor Relations, the Head of GAR and the Chief Business Integrity Officer. The company’s external auditor also attends meetings of the FAC. The Audit Committee reviewed the work of the FAC and a report on the conclusions of the FAC process was provided to the Audit Committee by the Chief Financial Officer.
Diageo has carried out an evaluation, under the supervision and with the participation of management, including the Chief Executive and Chief Financial Officer, of the effectiveness of the design and operation of Diageo's disclosure controls and procedures (as defined in the US Securities Exchange Act Rule 13a-15(e)) as of the end of the period covered by this Annual Report. Based upon that evaluation, Diageo's Chief Executive and Chief Financial Officer concluded that, as of 30 June 2023, Diageo's disclosure controls and procedures were effective.

As part of its review of the company's Annual Report and associated disclosures, the Audit Committee has considered whether the report is ‘fair, balanced and understandable’ and provides the information necessary for shareholders to assess the company's position, performance, business model and strategy, as required by Principle N of the Code. In doing so, the Committee has noted the guidance issued by the FRC on this subject as well as best practice recommendations from external advisors. The Committee has considered factors such as whether the report includes descriptions of the business model, strategy and principal risks which are sufficiently clear and detailed to enable users to understand their importance to the company, whether the report is consistent throughout with the narrative reflecting the financial statements and understanding of directors during the year, that information is presented fairly, without omission of material information and not in a manner which might mislead users.
The Committee has also considered the presentation of GAAP and non-GAAP measures to ensure appropriate prominence is given to GAAP measures and that non-GAAP measures are presented consistently and can be clearly reconciled. The Audit Committee has also considered the governance and processes undertaken by management in drafting, developing and reviewing the contents of the Annual Report, which have been designed to ensure the robustness and adequacy of the information contained in it, including review by and input from senior executives, the company's advisors and through the work of the FAC. On this basis, the Audit Committee recommended to the Board that it could make the required statement that the Annual Report is ‘fair, balanced and understandable’.



149

Governance (continued)
FRC correspondence
The Committee reviewed a letter to the company from the FRC following their review of the company's interim results announcement for the six months ended 31 December 2022. The Committee was pleased to note that the FRC had no questions or queries to raise following their review, although their letter did include some matters which the FRC believed could be improved for the benefit to users. In its reply to the FRC, the company noted those comments and confirmed that they would be taken into consideration in future reporting. The Committee notes that the FRC's review does not provide assurance that the interim results were correct in all material respects as the FRC's role is not to verify information but to consider compliance with reporting requirements.

External auditor
During the year, the Audit Committee reviewed the external audit strategy and the findings of the external auditor from its review of the interim results and its audit of the consolidated financial statements.
The Audit Committee reviews annually the appointment of the auditor (taking into account the auditor’s effectiveness and independence and all appropriate guidelines) and makes a recommendation to the Board accordingly. Any decision to open the external audit to tender is taken on the recommendation of the Audit Committee. There are no contractual obligations that restrict the company’s current choice of external auditor. Following the last tender process, PwC was appointed as auditor of the company in 2015. Richard Oldfield became the lead audit partner for the year ended 30 June 2021, following the rotation of the previous partner, and has been the lead audit partner during the year ended 30 June 2023. After three years in role, Richard is stepping down as the lead audit partner at PwC on the conclusion of the audit for the year ended 30 June 2023. We thank Richard for his conduct of the audit during his tenure. Richard will be replaced by Scott Berryman. The selection process for the new lead audit partner was designed to identify the best qualified partner for the role, to ensure audit quality. A shortlist of candidates was identified and interviewed by the Chairman of the Audit Committee and the Chief Financial Officer. The final selection was based on feedback from those interviews as well as an assessment of the candidates’ experience and expertise. We look forward to working with Scott, who has extensive knowledge of UK and US reporting requirements, and who we believe will continue to ensure the quality of the audit.
As the company is required to have a mandatory audit tender after 10 years, management has initiated an audit services tender process which is expected to complete during the year ending 30 June 2024. The Audit Committee considers that it is appropriate to initiate such a process at this time in order to prepare for an adequate transition during 2025 in the event that a new audit firm is selected. The company has complied with the provisions of The Statutory Audit Services for Large Companies Market Investigation (Mandatory Use of Competitive Tender Processes and Audit Committee Responsibilities) Order 2014 (CMA Order) for the year ended 30 June 2023.

External auditor effectiveness and quality
The Audit Committee assesses the ongoing effectiveness and quality of the external auditor and audit process through a number of methods, commencing with identification of appropriate risks by the external auditor as part of its detailed audit plan presented to the Audit Committee at the start of the audit cycle. These risks were reviewed by the Committee and the work performed by the auditor was used to test management’s assumptions and estimates relating to such risks. The effectiveness of the audit process in addressing these matters was assessed through reports presented by the auditor to the Audit Committee which were discussed by the Committee at both the half-year, in January, and year-end, in July. Following completion of the audit process, feedback on its effectiveness was provided through review meetings with the company’s finance team and management and completion of questionnaires, in advance of management and the auditor providing assessments of auditor effectiveness and quality to the Audit Committee for consideration at its meeting in December. This year the questionnaire was updated to ensure more focus on the extent to which the auditor had challenged management. The auditor assessment is undertaken based on guidance issued to audit committees by the FRC in April 2016 and draft Minimum Standards for Audit Committees published by the FRC in November 2022, and includes consideration of the findings of the FRC's Audit Quality Review team which published its report on PwC in July 2022, periodic regulatory review carried out by the PCAOB and the Quality Assurance Department of the Institute of Chartered Accountants in England and Wales, as well as benchmarking of the auditor as against its peers. In this year's assessment, the overall satisfaction with PwC's performance was rated as solid, remaining broadly flat as compared to the prior year. Decreases from the prior year resulted from two issues, being the audit process in relation to hyperinflation in Turkey and the audit of certain UK subsidiaries. Consistent strong feedback was provided as to auditor independence, quality control processes, professional expertise, business knowledge and quality communication between auditors and management, which was consistent with the prior year's assessment. Areas where continued focus was required included timely review and feedback on audit matters, better alignment in internal communication, resource continuity and use, pro-activity in driving efficiencies, provision of best practice examples of processes and controls, and transparency on audit activities throughout the year. It was concluded that the relationship between the auditor and management was strong and open, with open and clear communications on areas and views which are considered significant.
During the external audit, the auditor challenged management on its approach taken as to impairment testing, including in relation to the impact of business projects across a number of markets and economic conditions in India and Turkey, and other judgemental matters such as pension valuations and tax assessments. The auditor also challenged management while preparing the Annual Report in relation to whether disclosures as to the impact of certain risks in the financial statements were sufficiently consistent with and linked to the risks and disclosures set out in the Strategic Report and whether there was sufficient balance in the Strategic Report. These challenges were assessed by the Audit Committee which sought additional evidence from management in support of their assessments, including requesting that independent legal opinions were provided as to certain tax positions.
150

Governance (continued)
External auditor independence
The group has a policy on auditor independence and on the use of the external auditor for non-audit services, which is reviewed annually, most recently in July 2023. When last reviewed, minor changes were agreed to be made to the policy’s contents, reflecting the change in functional currency of the company and certain other administrative changes. Under the auditor independence policy, any member of the PwC global network shall provide to the company, its subsidiaries or any related entity only permissible services, subject to the approval of the Audit Committee after it has properly assessed through its governance process the threats to independence and the safeguards applied in accordance with the FRC Ethical Standard and US Public Company Accounting Oversight Board rules. These services are set out in full in the policy and are generally those which the external auditor is best placed to provide, which may include reporting required by law or regulation to be performed by the auditor and services where the services are closely linked to audit work and where the auditor's understanding of the group is relevant to the services. Any FRC permissible service to be provided by the auditor, regardless of the size of the engagement, must be specifically approved by the Audit Committee or its nominated delegate (being the Chairman of the Audit Committee) based on a defined scope of pre-approved services. The policy explicitly specifies the auditor independence review and approval mechanism process by the Committee for permissible engagements above the specified threshold of £100,000. Fees paid to the auditor for audit, audit-related and other services are analysed in note 3(b) to the consolidated financial statements. The nature and level of all services provided by the external auditor are factors taken into account by the Audit Committee when it reviews annually the independence of the external auditor. During the year, no non-assurance related services were provided by the external auditor to the company, its subsidiaries or any related entity other than personal tax services provided to two Non-Executive Directors and the provision of services in connection with the issuance of senior notes by a group company.

'Financial expert’, recent and relevant financial experience
The Board has satisfied itself that the membership of the Audit Committee includes at least one Director with recent and relevant financial experience and has competence in accounting and/or auditing and in the sector which the company operates, and that all members are financially literate and have experience of corporate financial matters. For the purposes of the Code and the relevant rule under SOX, Section 407, the Board has determined that Alan Stewart is independent and may be regarded as an Audit Committee financial expert, having recent and relevant financial experience, and that all members of the Audit Committee are independent Non-Executive Directors with relevant financial and sectoral competence. See pages 127-128 for details of relevant experience of Directors.

Internal audit, controls assurance and risk
The company’s internal GAR team undertakes an annual audit and risk plan by delivering a series of internal assurance and audit assignments across a variety of markets, processes, business units and functions. On the conclusion of each assignment, GAR issues a report on its findings which may also include an overall rating as to the status of the market, process or function being audited, detailed reasons for the rating and actions to be taken within a specific timetable. The Audit Committee receives regular reports from the Head of GAR on the latest reports issued.

This year GAR has undertaken a number of audits of the group's end-to-end processes and procedures in addition to market and functional audits. The Audit Committee assesses the effectiveness of GAR by reviewing its annual audit plan at the start of the financial year, monitoring its ongoing quality throughout the year, and assessing completion rates and feedback provided following completion of the annual audit plan. Having carried out this assessment, the Audit Committee is of the view that the quality, experience and expertise of GAR is appropriate for the business. The company operates a global controls assurance programme for controls in each market and function, which monitors compliance with and effective operation of the company’s controls framework. The Audit Committee receives regular reports on the status of the controls assurance plan, actions taken to enhance controls design and effectiveness, awareness training provided to employees, testing results and trends analysis derived from the company’s integrated risk management system. The Committee also reviewed and approved changes to the principal risk descriptions and risk footprint, as well as receiving regular presentations and reviews of the status of its principal and emerging risks. This year, these reviews have covered areas including cyber security and IT resilience, climate change, counterfeit and product quality, pandemics and business interruption, business ethics and integrity, and international taxation.

Business Integrity programmes
Diageo is committed to conducting its business responsibly and in accordance with all laws and regulations to which its business activities are subject. We hold ourselves to the principles in our Code of Business Conduct, which is embedded through a comprehensive training and education programme for all employees. Our employees are expected to act in accordance with our values, the Code of Business Conduct and in compliance with applicable laws and regulations. The Audit Committee monitors compliance with the company’s ethical standards through the Business Integrity framework, which helps enhance and protect all aspects of the company’s business. Regular reports are provided to the Audit Committee by the Chief Business Integrity Officer on progress in providing guidance, training and tools for all levels in the business, completion rates for training modules, launch and rollout of new programmes or policies, monitoring use of whistleblowing mechanisms and investigating allegations of breaches.
151

Governance (continued)
Our Code of Business Conduct, available in 20 languages, sets out what Diageo stands for as a company and how Diageo operates, enabling all employees to understand what is required of them in working for Diageo. Annual training on the Code of Business Conduct and associated policies is mandatory for all managers and their direct reports globally, encompassing over 21,000 eligible employees during the year ended 30 June 2023. Training is delivered in an easily accessible e-learning format, with classroom training delivered to those employees who do not have regular access to a computer. The Code of Business Conduct and other global policies are available at https://www.diageo.com/en/our-business/corporate-governance.
Third-party risk is also managed through our Know Your Business Partner programme, which is designed to help the company evaluate the risk of doing business with a third-party before entering and during a contractual relationship. Business partners are assessed for potential risks including economic sanctions, bribery and corruption, money laundering, facilitation of tax evasion, data privacy and other reputational issues.
Employees and third-party business partners are encouraged to raise concerns about potential breaches of the Code of Business Conduct or policies, either to line managers, legal or HR colleagues, risk, compliance and Business Integrity teams, or to SpeakUp, a confidential whistleblowing mechanism. SpeakUp is a global service administered by an independent provider, accessible online or by telephone. Where legally permitted, it can be used anonymously and reports kept confidential. Allegations are investigated by independent Diageo teams, with progress being monitored by the Business Integrity team. When allegations are substantiated, appropriate disciplinary and corrective actions are taken. The Audit Committee receives and reviews regular reports on allegations, including trends information, root cause analysis and investigation closure rates. Since all of Diageo's Non-Executive Directors attend the Audit Committee, all Non-Executive Directors who make up the Board routinely review the findings of the company's whistleblowing processes in accordance with the UK Corporate Governance Code.
During the year ended 30 June 2023, 629 allegations of breaches were reported which was broadly consistent with the prior year. The substantiation rate of allegations has also remained broadly consistent compared to last year, with 32% of cases confirmed as breaches (versus 30% in fiscal 22). As of the end of fiscal 23, 43 people exited the business as a result of breaches of our Code of Business Conduct or policies (fiscal 22: 54 people). This is due to a reduction in severity and type of breaches this year. The number of leavers for fiscal 22 has been restated due to a number of open cases from fiscal 22 being concluded this year. At the end of fiscal 23, we had 137 open cases, which may lead to more people exiting the business. See below a summary of reported and substantiated breaches over the past three years.

Reported and substantiated breaches

2021
2022
2023
13194139551259


13194139551267


13194139551275
òReported
òReported through SpeakUp
òSustantiated breaches
òCode-related leavers

Senior financial officers’ code of ethics and dealing code
In accordance with the requirements of SOX and related SEC rules, Diageo has adopted a code of ethics covering its Chief Executive, Chief Financial Officer, and other senior financial officers. During the year, no waivers were granted in respect of, this code of ethics. The full text of the code of ethics is available at https://www.diageo.com/en/our-business/corporate-governance/compliance. Both the Audit & Risk Committee and the Audit Committee regularly review the strategy and operation of the Business Integrity programme through the year.
The company has also adopted a dealing code setting out requirements in relation to dealings in Diageo securities by Directors, Executive Committee members and certain other employees, which is designed to ensure compliance with applicable insider trading and market abuse regulations, in particular the UK Market Abuse Regulation.

Audit and Assurance Policy
During the year management has reviewed its approach to assurance in preparation for drafting and adopting an audit and assurance policy, consistent with the reporting requirements set out in draft legislation proposed by the UK Department for Business and Trade
152

Governance (continued)
in July 2023. The Committee has reviewed and discussed the principles on which such policy will be based and will continue to monitor management's development of the policy.

Committee activities
Details of the main areas of focus of the Audit Committee during the year include those summarised below:

Areas of focusStrategic priorityStrategic outcome
Corporate reporting
Half and full year external reporting updates
Interim and preliminary results review and approval
Annual Report and consolidated financial statements, Form 20-F review and approval
Implications of group functional and presentation currency change on reporting
DIA017_Icons_1-3.jpgDIA017_Icons_6-5.jpg
icon-EG.jpgicon-CVC.jpgicon-CT.jpg
Internal controls
GAR updates
Business Integrity updates including breach and reporting update
Controls testing update and Section 404 assessment
Implications on controls environment of systems and process changes
DIA017_Icons_1-3.jpg
icon-CT.jpg
External audit and assurance
Report on external audit at half and full year periods
Insights and observations on reporting review
Auditor independence and non-audit work reviews
Auditor independence policy review
Review of management representation letters
Appointment of auditor and review of terms of engagement and fees
Auditor performance and effectiveness review and assessment
Commencement of auditor tender process
Audit regime reform and approach to assurance, preparatory to drafting an audit and assurance policy
DIA017_Icons_1-3.jpg
icon-CT.jpg
Risk
management
Principal and emerging risk reviews and tracking
Risk updates, including group risk footprint and risk appetite review and approvals
Supply chain disruption, counterfeit, product quality, climate change and sustainability, energy, pandemics and business interruption, cyber and IT resilience, pension funding, business transformation and tax risk reviews
DIA017_Icons_1-3.jpgDIA017_Icons_6-5.jpg
icon-EG.jpgicon-CVC.jpgicon-CT.jpg

Key
Strategic prioritiesStrategic outcomes
DIA017_Icons_1-3.jpg
Sustain quality growth
DIA017_Icons_3-2.jpg
Invest smartly
DIA017_Icons_5-4.jpg
Champion inclusion and diversity
icon-EG.jpg
Efficient growth
icon-CT.jpg
Credibility and trust
DIA017_Icons_2-1.jpg
Embed everyday efficiency
DIA017_Icons_4-6.jpg
Promote positive drinking
DIA017_Icons_6-5.jpg
Pioneer grain-to-glass sustainability
icon-CVC.jpg
Consistent value creation
icon-EP.jpg
Engaged people
153

Governance (continued)
Management’s report on internal control over financial reporting
Management, under the supervision of the Chief Executive and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over the group’s financial reporting.
Diageo’s internal control over financial reporting includes policies and procedures that: pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets; provide reasonable assurance that transactions are recorded as necessary to permit the preparation of financial statements in accordance with IFRS as issued by the International Accounting Standards Board (IASB), and in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006 and IFRS adopted by the UK; provide reasonable assurance that receipts and expenditures are made only in accordance with authorisation of management and the directors of the company; and provide reasonable assurance regarding prevention or timely detection of any unauthorised acquisition, use or disposition of assets that could have a material effect on the consolidated financial statements.
Management has assessed the effectiveness of Diageo’s internal control over financial reporting (as defined in Rules 13(a)-13(f) and 15(d)-15(f) under the United States Securities Exchange Act of 1934) based on the framework in the document ‘Internal Control – Integrated Framework’, issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in 2013. Based on this assessment, management concluded that, as at 30 June 2023, internal control over financial reporting was effective.
Any internal control framework, no matter how well designed, has inherent limitations, including the possibility of human error and the circumvention or overriding of controls and procedures and may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or because the degree of compliance with the policies or procedures may deteriorate.
PricewaterhouseCoopers LLP, an independent registered public accounting firm, who also audit the group’s consolidated financial statements, has audited the effectiveness of the group’s internal control over financial reporting, and has issued an unqualified report thereon, which is included on pages 201 to 203 of this document.

Changes in internal control over financial reporting
During the period covered by this report, there were no changes in internal control over financial reporting that have materially affected or are reasonably likely to materially affect the effectiveness of internal control over financial reporting.

Directors’ responsibilities in respect of the Annual Report and financial statements
The Directors are responsible for preparing the Annual Report, the information filed with the SEC on Form 20-F and the group and parent company financial statements in accordance with applicable law and regulations.


154

Governance (continued)
Significant issues and judgements
Significant issues and judgements that were considered in respect of the 2023 financial statements are set out below. Our consideration of issues included discussion of the critical audit matters as outlined in the independent auditors' report.
Matter consideredHow the Audit Committee addressed the matter
The nature and size of any one-off items impacting the quality of the earnings and cash flows.The Audit Committee assessed whether the related presentation and disclosure of those items in the financial statements were appropriate based on management’s analysis, and concluded that they were.
Items that were to be presented as exceptional. Refer to note 4 of the Financial Statements.The Audit Committee assessed whether the reporting of those items as exceptional, was in line with the group’s accounting policy, and that sufficient disclosure was provided in the financial statements, and concluded that they were.
Whether the carrying value of assets, in particular intangible assets, was supportable. Refer to notes 6, 9, 10 and 13 of the Financial Statements.The Audit Committee reviewed the methodology applied in conducting impairment assessments and result of management's impairment assessments that were performed during the year. The Committee was provided with information about the carrying amounts and the key assumptions incorporated in management’s estimate of discounted cash flows of significant assets that are sensitive to key assumptions. The Committee reviewed the key assumptions used in the impairment testing, including management’s cash flow forecasts, growth rates and the discount rate used in value in use calculations and agreed they were appropriate.
The Committee agreed with management’s judgements and conclusions, whereby McDowell’s, some smaller other brands and investments in associates and certain fixed assets have been impaired by £549 million in the year ended 30 June 2023, out of which £520 million was reported as exceptional operating charge. The Committee agreed that the recoverable amount of the company’s other assets was in excess of their carrying value and that appropriate disclosure was provided with respect to assets impaired, and whose value is more sensitive to changes in assumptions.
The group’s more significant tax exposures and the appropriateness of any related provisions and financial statement disclosures. Refer to page 112 of 'Risk factors' and note 7 of the Financial Statements.The Audit Committee agreed that disclosure of tax risk appropriately addresses the significant change in the international tax environment, and that appropriate provisions and other disclosure with respect to uncertain tax positions were reflected in the financial statements.
The appropriateness of the valuation of post employment liabilities, and the recognition of any surplus. Refer to note 14 of the Financial Statements.The measurement of post employment liabilities is sensitive to changes in long-term interest rates, inflation and mortality assumptions. Having reviewed management’s papers setting out key changes to actuarial assumptions, the Audit Committee agreed that the assumptions used in the valuation are appropriate. The Committee reviewed management’s assessment of the economic benefit available as a refund of the surplus or as a reduction of contribution and the key judgements made in respect of the surplus restriction and concluded that those judgements were appropriate. The Committee reviewed and concluded that sufficient disclosures were provided in the financial statements.
Significant legal matters impacting the group. Refer to note 19 of the Financial Statements.The Committee agreed that adequate provision and/or disclosure have been made for all material litigation and disputes, based on the current most likely outcomes, including the litigation summarised in note 19 of the Financial Statements.
Accounting for business combinations. Refer to note 8 of the Financial Statements.
Diageo acquired Kanlaon Limited and Chat Noir Co. Inc. on 10 March 2023 and completed a number of other smaller acquisitions during the year ended 30 June 2023, for an aggregate consideration of £397 million. As at the completion date of these acquisitions, Diageo performed valuations of the identifiable assets and liabilities and the resulting goodwill. The purchase price allocation exercises are subject to management’s judgement and estimates, including forecast cash flows, buyer specific synergies and the applicable discount rates used in valuations. The Committee reviewed management’s purchase price allocations and the disclosures provided in the Financial Statements and concluded they were appropriate.
Functional currency of Diageo plc and presentation currency of Diageo group.The Audit Committee agreed that in line with reporting requirements the functional currency of Diageo plc has changed from sterling to US dollar which is applied prospectively from fiscal 24. This is because the group's share of net sales and expenses in the US and other countries whose currencies correlate closely with the US dollar has been increasing over the years, and that trend is expected to continue in line with the group's strategic focus. Diageo has also decided to change its presentation currency to US dollar with effect from 1 July 2023, applied retrospectively, as it believes that this change will provide better alignment of the reporting of performance with its business exposures.
Whether the Annual Report is fair, balanced and understandable.The Audit Committee concluded that the Annual Report, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the company’s performance, business model and strategy and that there is an appropriate balance between statutory (GAAP) and adjusted (non-GAAP) measures ensuring equal prominence.
The impact of climate change on the group’s financial reporting and financial statements. Refer to pages 91-110 of 'Pioneer grain-to-glass sustainability' and note 1 and note 9 of the Financial Statements.The Audit Committee agreed that the disclosures on pages 91-110 made in response to the recommendations of the Task Force on Climate-related Financial Disclosures are appropriate and that the assumptions used in the financial statements are consistent with these disclosures.
155

Governance (continued)
NOMINATION COMMITTEE REPORT

Championing our talent strategy

Dear Shareholder
I am pleased to provide the report of the Nomination Committee for the year ended
30 June 2023.
A key responsibility for the Committee is to ensure adequate succession planning for Board appointments, maintenance of a pipeline of strong candidates for potential nomination as directors, and supervising transitions for new appointments. During this year, the Committee had oversight of the transition of Chief Executives with Debra Crew succeeding Sir Ivan Menezes after ten years of dedicated leadership of the company. This transition was well underway when Ivan sadly passed away following a brief illness, with Debra taking over earlier than expected.
We welcome Debra back to the Board and congratulate her on her appointment. The Committee was unanimous in deciding that Debra is the right person to lead Diageo into the next phase of growth, with her deep understanding of the company and its stakeholders coupled with her broad experience in other consumer goods industries.
This year the Committee also managed the evaluation of the effectiveness of the Board, its Committees, members and processes. Further details, including the review’s conclusions, recommendations and actions as presented to the Board in January 2023, are set out on page 142.
The Committee has also been involved in reviewing talent planning and succession of Executive Committee membership, with two changes being implemented or approved during the year. Claudia Schubert was appointed as President, North America in October 2022 and Soraya Benchikh assumed the role of President, Europe in January 2023. I congratulate Claudia and Soraya on their appointments and look forward to working with them.

Javier Ferrán
Chairman of the Nomination Committee


Role and composition of the Nomination Committee
The Nomination Committee is responsible for keeping under review the composition of the Board and succession to it, reviewing succession planning for key Executive Committee roles, and succession planning and overall talent strategy for senior leadership positions, including in relation to ensuring and encouraging diversity in leadership positions. It makes recommendations to the Board concerning appointments to the Board. More details on the role of the Nomination Committee are set out in its terms of reference which are available at
https://www.diageo.com/en/our-business/corporate-governance.
The Nomination Committee comprises Javier Ferrán (Committee Chairman), Melissa Bethell, Karen Blackett, Susan Kilsby, Valérie Chapoulaud-Floquet, Sir John Manzoni, Lady Mendelsohn, Alan Stewart and Ireena Vittal.

Recruitment and election procedures
The recruitment process for Non-Executive Directors includes the development of a candidate profile and the engagement of a professional search agency specialising in the recruitment of high-calibre candidates. We have engaged executive search companies Egon Zehnder and Russell Reynolds Associates (neither of which have a connection with the company other than acting as an executive search agency) to assist with our current recruitment and pipelining requirements.
In the case of Executive Director or Executive Committee appointments, an executive leadership assessment may be carried out by an external professional agency. Reports on potential appointees are provided to the Committee, which, after careful consideration, makes a recommendation to the Board. In determining its recommendations, the Committee has regard to a broad range of factors including the candidate's background, skillset and experience, their ability to express independent judgement and participate across a broad range of topics, including on sustainability and societal matters, their ability to devote sufficient time to the company and whether their appointment would contribute towards the Board’s diversity objectives which are set out in the Board Diversity Policy. This policy, which applies to the Board and its Committees, reflects the Board's belief that it is critical that Board membership includes a diverse range of skills, professional and industry backgrounds, geographical experience and expertise, gender, tenure, ethnicity and diversity of thought.
Any new Directors are appointed by the Board and, in accordance with the company’s articles of association, they must be elected at the next AGM to continue in office. All existing Directors retire by rotation and stand for re-election every year. The company’s policy is for all Directors to attend the AGM, either physically or by video conference as permitted by the company's Articles of Association. Details of attendance of all Board and Committee meetings by Directors are set out on page 126.

External appointments
While the Board does not have a written policy as regards the maximum number of other appointments that Directors should have, before recommending new appointments to the Board, the Nomination Committee considers other demands on candidates’ time. As a general principle, the Committee takes the view that Non-Executive Directors should have no more than four, and Executive Directors
156

Governance (continued)
no more than one, listed mandates in addition to their role as a director of the company. Once appointed, any proposed additional external appointments are also reviewed by the Nomination Committee to ensure that the additional demands on a Director’s time will not impact on the Director’s ability to perform his or her role as a Director of the company before the additional appointment is recommended for approval by the Board. Directors’ interests are reviewed and updated at each Board meeting. The Board has concluded that each Non-Executive Director has sufficient time to discharge their duties as a director of the company, taking into consideration their external appointments and commitments.

CEO succession
It is the role of the Nomination Committee to have oversight of the company’s senior leadership development and succession plans, ensuring that the company has a pipeline of high-quality candidates for senior roles which is aligned with the company’s long-term strategic ambitions and diverse leadership requirements. In March 2023, it was announced that, after ten years in role, Sir Ivan Menezes would retire as Chief Executive and step down from the Board on 30 June 2023 and that Debra Crew, then Chief Operating Officer, would take over as Chief Executive effective 1 July 2023. Sir Ivan, who was one of the UK’s longest serving FTSE 100 chief executives, had led the company through an outstanding period of change, growth and performance.
As succession planning is an ongoing process, the Nomination Committee had an established process for identifying the most suitable person for the role of Chief Executive including a shortlist of potential successors which was kept under review in anticipation of a transition. As part of this process, the Nomination Committee conducted a review of potential candidates including a number of internal candidates on the company’s internal succession plan as well as external candidates. The review included candidates who had different backgrounds and experience, and included diverse candidates. Following this review, the Nomination Committee made a recommendation to the Board that Debra Crew was the most suitable successor to Sir Ivan, having been a highly valued member of the Executive Committee with an impressive track record at both Diageo and other global consumer goods companies. Acting on the recommendation of the Nomination Committee, the Board approved her appointment and announced the transition on 28 March 2023. With the sad passing of Sir Ivan in early June 2023 after a brief illness, Debra’s appointment as Chief Executive and Executive Director took effect earlier than expected, on 8 June 2023.
Set out below are the principal steps taken in relation to the announcement of the appointment of a new Chief Executive on 28 March 2023:

Prior to fiscal 21 and ongoing thereafter:
A preliminary assessment of potential internal candidates and their development plans was reviewed, as part of annual talent and succession review with the Board.
During fiscal 21:
An updated role specification for the Chief Executive was prepared, reviewed and approved by the Nomination Committee. Amongst other things, this set out the requirements for the role with regards to leadership capabilities, personal characteristics and key experiences, within the context of the performance and culture needed in Diageo.
The Nomination Committee reviewed the results of an external talent benchmarking exercise conducted by an executive search firm, alongside continued assessment of the development of candidates on Diageo’s internal succession plan.
Commencing during fiscal 21 and subject to ongoing review thereafter:
A focussed longlist of external candidates was reviewed by the Nomination Committee, together with internal candidates.
Internal candidates were invited to take part in a formal assessment process overseen by the Chairman supported by the Chief HR Officer.
A panel of Nomination Committee members met shortlisted candidates for formal panel interviews with the Chairman and the Non-Executive Directors.
Development plans were drawn up for internal candidates to enable the Nomination Committee to review progress on a periodic basis.
During fiscal 22:
Periodic regular review of the development progress of internal candidates was undertaken by the Nomination Committee.
The role specification was kept under ongoing review to ensure it reflected developments in Diageo’s business context and any emerging requirements.
During fiscal 23:
Proposed remuneration arrangements for the incoming and outgoing Chief Executives were reviewed and approved by the Remuneration Committee.
The Nomination Committee recommended that the Board approve the appointment of Debra Crew as Diageo’s next Chief Executive. The Remuneration Committee approved remuneration arrangements for the appointment of Debra Crew and the retirement of Sir Ivan Menezes.
157

Governance (continued)
The Board unanimously approved the appointment and a regulatory announcement was released on 28 March 2023.

Activities of the Nomination Committee
The principal activities of the Nomination Committee during the year were:
the consideration, selection and recommendation as to the appointment of and transition plan for a new Chief Executive;
the consideration of the talent pipeline for potential new Non-Executive Directors and other appointments to the Board;
the design and conduct of the annual review of Board, Committee and individual Director effectiveness and performance and a review of the findings of the review and recommended actions;
consideration and approval of the report of the Committee in the company’s Annual Report and consolidated financial statements for the year ended 30 June 2023;
consideration and recommendation to the Board of proposed changes in Directors’ outside interests and any potential conflicts of interest; and
a review of the succession plans for Executive Committee roles, including potential candidates for such roles, their backgrounds and experience, and how such candidates would contribute towards the company's diversity objectives.
Evaluation
As part of the annual Board evaluation, all members of the Nomination Committee participated in an evaluation of the Committee. Feedback indicated that the Committee was effective and that Directors were satisfied with its performance, that it had managed the Chief Executive succession during the year well and that its processes were robust, transparent and effective. Further details of the evaluation can be found on page 142.


Induction and training
Our customary induction processes for newly appointed Directors includes individual meetings with Executive Committee members and other senior executives, visits to the company’s production facilities and offices including the company's head office in London and the group's spirits production facilities, scotch brand homes, visitor centres and archives in Scotland.
Induction programmes for new Directors are tailored to suit the particular background and experience of the individual Director, with the Committee advising on priorities for that individual and tracking induction activity. These induction processes supplement existing practices whereby a continuing understanding of the business is developed through appropriate business engagements for Non-Executive Directors such as visits to customers, engagements with employees, and brand events worked into the annual cycle of Board meetings. Training on specific areas of risk and detailed reviews of strategic matters are provided by Executive Committee members, other internal senior leaders and external guest speakers and specialists through presentations, roundtable discussions and other sessions as part of the Board’s Annual Strategy Conference and during the year as part of Board and Audit Committee meetings. In addition, Executive Committee members and other senior executives are invited, as appropriate, to Board and strategy meetings to make presentations on their areas of responsibility. All Directors are also provided with regular briefings to ensure they are kept up to date on relevant legal and governance developments or changes, best practice developments and changing commercial and other risks.

Diversity
The Board has a longstanding commitment to prioritise diversity and supports the recommendations of the FTSE Women Leaders Review (previously the Hampton-Alexander Review) on gender diversity and the Parker Review on ethnic diversity. The Board Diversity Policy sets out specific objectives with parity between male and female members of the Board being the ultimate goal in terms of gender diversity, with a commitment to have no less than 40% female representation on the Board, and having at least one Director reflecting ethnic diversity as defined in accordance with the Parker Review. The Committee is pleased to confirm that both these objectives have currently been met. The Board Diversity Policy also sets out the Board’s support for management’s actions to increase the proportion of senior leadership roles held by women and by people from minority backgrounds and other under-represented groups. As at 30 June 2023, the percentage of women on the Executive Committee and their direct reports is 43%.

Board and Executive Committee reporting on gender identity or sex
Number of Board membersPercentage of the BoardNumber of senior positions on the Board (CEO, CFO, SID and Chair)Number in executive managementPercentage of executive management
Men327.3 %1750.0 %
Women872.7 %3750.0 %
Not specified/prefer not to say



158

Governance (continued)

Board and Executive Committee reporting on ethnic background
Number of Board membersPercentage of the BoardNumber of senior positions on the Board (CEO, CFO, SID and Chair)Number in executive managementPercentage of executive management
White British or other White (including minority-white groups)763.6 %3857.1 %
Mixed/Multiple Ethnic Groups— — — — — 
Asian/Asian British327.3 %1321.4 %
Black/African/Caribbean/Black British19.1 %— 17.2 %
Other ethnic group, including Arab— — — 214.3 %
Not specified/prefer not to say— — — — — 


Board
composition
Non-Executive Director tenureBoard gender
diversity
Board ethnic
diversity
13194139533689
13194139533691
13194139533693
13194139533695

òChairmanò0 – 3 yearsòMaleòDirectors of colour
òExecutive directorò3 – 6 yearsòFemaleòWhite European
òNon-executive directorò6 – 9 years

Executive committee nationality
125.jpg

òBritishòIndian
òAmericanòIrish
òAmerican/BritishòSouth African/British
òColombianòSpanish
òFrench

Board diversity data
Directors are defined as all Non-Executive and Executive Directors appointed to the Board. Board diversity related data are collated directly from each Director annually using a questionnaire and are given on a self-identifying basis.
Directors of colour are defined in accordance with the Parker Review definitions as those "who identify as or have evident heritage from African, Asian, Middle Eastern, Central and South American regions".
All Board diversity data above are given as at 30 June 2023.

159

Governance (continued)
Annual statement by the Chairman of the Remuneration Committee

Dear Shareholder
I am pleased to present the Directors' remuneration report for the year ended 30 June 2023, which contains:
• The updated Directors’ remuneration policy, which shareholders are being asked to approve at the Annual General Meeting (AGM) on 28 September 2023; and
• The annual remuneration report, describing how the current Directors' remuneration policy has been implemented during 2023 and how the policy will be implemented in 2024.

Proposed Directors' Remuneration Policy
The Committee has reviewed the current Directors’ remuneration policy and determined that it continues to support the company’s strategy and will do so for the next three years. The Committee is therefore asking shareholders to approve our current policy, largely unchanged except for a governance enhancement to the post-cessation shareholding requirement, which further improves shareholder alignment. Executive Directors will now be required to hold 100% of their in-service shareholding level (500% of salary for the CEO and 400% of salary for the CFO) for two years post-exit. We have also improved the level of disclosure of our malus and clawback policy.
As well as submitting an updated Directors’ remuneration policy for approval at the AGM in September 2023, shareholders are also being asked to approve the rules of the new Diageo Long-Term Incentive Plan (LTIP), as it is close to its 10-year expiry. No significant changes are being proposed to the rules.
During the year, the Committee reviewed the current Directors’ remuneration policy. In doing so, it sought to ensure continued alignment with the delivery of business strategy, our ongoing ability to recruit and retain high-quality, international talent and to meet the expectations of our shareholders and the governance community. Consideration was given to the global nature of the business, which includes a large presence in North America and, therefore, the need to compete for talent in a global pool. Attracting and retaining key talent in an increasingly competitive talent pool is critical for our business and, at all levels, Diageo’s talent strategy involves a global approach to internal talent mobility. Remuneration is an important aspect of being able to meet our talent objectives.

On behalf of the Committee, I engaged with our largest shareholders and their representatives on the new policy and considered the feedback received, which was positive. We also reviewed market practice trends in the FTSE 30 (excluding financial services) and our global consumer goods peer group. Further, and in line with our remuneration principles, the Committee considered the remuneration arrangements for the workforce globally when reviewing the policy for Executive Directors.
We value the views we have received from our shareholders and the strong support we have had in recent years. Maintaining both the dialogue and the support continue to be important to the Committee.

CEO transition
On 28 March 2023, we announced that Sir Ivan Menezes would retire on 30 June 2023 and Debra Crew would be appointed as the next CEO from the start of fiscal 24. Following the announcement on 7 June 2023 that Sir Ivan had sadly passed away, Debra Crew was appointed to the Board as CEO and Executive Director on 8 June 2023, having taken over as interim CEO on 5 June due to Sir Ivan’s deteriorating health.
We set the salary for Debra Crew at $1,750,000, slightly below Sir Ivan’s salary. The Committee determined that this salary level reflects Debra’s significant relevant experience, which includes a prior CEO position in the United States and four years with Diageo, including time on the Diageo Board as a Non-Executive Director. The Committee considered both the FTSE 30 pay practices, as well as those of our global peer group when determining the appropriate level of pay for our Chief Executive.
The remuneration arrangements for Sir Ivan were approved within the terms of the Directors’ remuneration policy and application of the plan rules on death in service. Further details, including exercises of discretion by the Committee, can be found on page 190.

Business performance and employees
As mentioned elsewhere in the Annual Report, Diageo delivered a strong set of 2023 results during a period of economic volatility and continued inflationary pressures. Both organic net sales and organic operating profit growth were within our medium-term guidance and follow two consecutive years of double-digit growth and are reflected in lower annual incentive outcomes this year relative to the prior two years. Over the year, we gained or held market share in markets that total 70% of our net sales value, delivered further expansion of organic operating margin through productivity savings and return on invested capital was 16.3%.
Colleagues across the business have continued to show resilience, agility and commitment during this period of sustained uncertainty. Diageo continues to focus on being market competitive and pro-active in the ways it supports the wellbeing of employees. Employee engagement has remained high again this year at 84%, one point higher than in 2022. Early in fiscal 23, Diageo made a one-time payment of £1,000 gross (capped at 15% of local equivalent annual salary) to all employees below Executive Committee level to recognise their commitment through challenging times. In addition, ongoing monitoring of the cost-of-living in all our geographies has resulted in off-cycle salary increases in countries experiencing the highest inflation. Other measures, such as financial education and progressive benefit policies have been implemented and more detail can be found on page 188.

160

Governance (continued)
Incentive outcomes
In determining annual and long-term incentive outcomes, the Remuneration Committee reviews not only the financial outcomes against targets set but also considers Diageo’s wider business performance. It assesses market share gains, financial returns relative to our Alcoholic Beverages and TSR peer groups, progress made towards our 'Society 2030: Spirit of Progress' goals and employee engagement, among other factors. It also considers the experience of shareholders over the applicable performance period, in particular the company’s TSR performance relative to our peer group.

Annual incentive
For the annual incentive, outcomes under the Net Sales (NSV) and Operating Profit (OP) measures were at and just under target respectively and Operating Cash Conversion (OCC) performance fell short of the minimum threshold required. Further detail is provided on page 176. Following a holistic review of business performance in the year, the Committee concluded that the outcome was fair and did not require any adjustment. Our annual incentive also includes Individual Business Objectives (IBOs) and the outcomes are described on page 176.
Once IBO outcomes are included, overall annual incentive payouts for fiscal 23 were 37% of maximum for Sir Ivan Menezes, 35% of maximum for Debra Crew and 36% of maximum for Lavanya Chandrashekar.

Long-term incentives
Strong financial performance over the three-year period, particularly in respect of growth in organic net sales and profit before exceptional items and tax (PBET), free cash flow (FCF) and share price growth of 26% resulted in a vesting outcome of 99% of maximum for the 2020 performance share awards for the prior CEO, the CEO and the CFO and 78% of maximum for the 2020 share options granted to the prior CEO and the CEO. The 2020 performance share awards were the first Diageo awards which included an Environmental, Social and Governance (ESG) component and the outcomes against these measures show solid progress towards Diageo’s ‘Society 2030: Spirit of Progress‘ ambition over this first three-year period.
Prior to confirming the vesting of DLTIP awards, the Committee considered whether there was a compelling case to change the formulaic outcome by reviewing overall business performance and the targets set for these awards. For the 2020 DLTIP awards, the Committee was especially cognisant of investor concerns around the potential for windfall gains given the timing of the grant during the Covid-19 pandemic. The Committee considered various factors, including the share price used to calculate the 2020 awards relative to the prior year’s price, the stretch of the targets and the performance relative to peers (see page 180 for more detail). The Committee determined that the outcomes were appropriate and aligned to the assessment of Diageo’s underlying business performance over the three-year period and made no adjustment to the vesting levels.
The Committee believes that the incentive plans continue to drive the desired behaviours to support the company’s values and strategy and that the Directors’ remuneration policy has operated as intended in 2023.

The year ahead and alignment of incentives with strategy
The Committee approved a base salary increase of 4% for the CFO, effective 1 October 2023, having reviewed market practice in the FTSE 30 and our global consumer goods peer group. This increase is below the 2023 salary increase budget for employees in the UK, which was 5%. There will be no increase for the CEO, whose next review will be in October 2024.

The structure and performance measures for the annual and long-term incentives remain unchanged for 2024 as these continue to align with the company’s strategic priorities. The annual incentive focuses on net sales growth, operating profit (both of which represent critical measures of growth for Diageo) and operating cash conversion (which recognises the criticality of strong cash performance and cash containment, particularly in the current challenging market conditions) and IBOs add focus on individual strategic and financial objectives. The long-term incentive measures reflect key drivers of long-term growth by incorporating organic net sales, organic profit before exceptional items and tax (PBET), free cash flow (FCF), TSR and key ESG measures (greenhouse gas reduction, water efficiency, positive drinking and gender and ethnic diversity).
We were one of the first companies to include ESG measures in a long-term plan back in 2020, and consequently, as our practices evolve, we recognise that KPIs also need to evolve. The Committee believes in setting targets that incentivise the management team to make the right long-term decisions for all stakeholders and the environment. The water efficiency KPI under the 'Society 2030: Spirit of Progress' goals will, from fiscal 24, use an index approach, which links directly to the underlying water efficiency of the two production pillars of distillation and brewing & packaging. This approach reduces sensitivity to product mix compared to the current measure and the methodology used for each pillar is more consistent with what’s used by our industry peers (see page 101 for more detail). The water efficiency component of the 2023 LTIP awards reflects the updated water efficiency index KPI.

In summary
Diageo’s resilient performance in another period of broad and sustained uncertainty is reflected in the incentive outcomes and the decisions the Committee has made, which it considers are in line with the company’s philosophy of delivering market competitive pay in return for high performance against the company’s strategic objectives.

161

Governance (continued)
I hope that you will vote in favour of the proposed Directors’ remuneration policy and the Directors’ remuneration report for fiscal 23 at the AGM on 28 September 2023.
Finally, and importantly, I would like to personally reiterate the sentiment which has been so well expressed elsewhere in this Annual Report about the sad and shocking loss of our CEO, Sir Ivan Menezes, just weeks before his planned retirement. It was a pleasure and an honour to work with Sir Ivan over the years and my thoughts continue to be with his family at this time.

Susan Kilsby
Non-Executive Director and Chair of the Remuneration Committee



Remuneration principles
The approach to setting executive remuneration continues to be guided by the remuneration principles set out below. The Committee considers these principles carefully when making decisions on executive remuneration in order to strike the right balance between risk and reward, cost and sustainability, and competitiveness and fairness.
The company has a strategy to grow and leverage its leaders globally given the international nature of the business. We also need to have the right tools in place to source talent globally and the increasingly restrictive corporate governance environment in the United Kingdom presents some challenges when considered against the significantly higher pay norms in the United States and other parts of the world, particularly given the increasing international mobility of the senior talent pool.
Long-term value creation for shareholders and pay for performance remains at the heart of our remuneration policy and practices. Attracting and nurturing a vibrant mix of international talent with a range of backgrounds, skills and capabilities enables Diageo to grow and thrive, and ultimately to deliver our Performance Ambition. Remuneration remains a key part of attracting and retaining the best people to lead our global business, balanced against the need to ensure our packages are appropriate and fair in the business and wider employee context, delivering market-competitive pay in return for high performance against the company’s strategic objectives.

178162

Governance (continued)

Delivery of business strategy
Short and long-term incentive plans reward the delivery of our business strategy and Performance Ambition. Performance measures are reviewed regularly and stretching targets are set relative to the company’s growth plans and peer group forecasted performance. The Committee seeks to embed simplicity and transparency in the design and delivery of executive reward.

Creating sustainable, long-term performance
A significant proportion of remuneration is delivered in variable pay linked to business and individual performance, focussed on consistent and responsible drivers of long-term growth. Performance against targets is assessed in the context of underlying business performance and the ‘quality of earnings’.

Winning best talent
Well designed and market-competitive total remuneration, with an appropriate balance of fixed reward and upside opportunity, allows us to attract and retain the best talent from all over the world in a competitive talent market, which is critical to our continued business success.

Consideration of stakeholder interests
Executives are focussed on creating sustainable share price growth. The requirement to build significant personal shareholdings in Diageo, and to hold shares acquired from long-term incentive awards for two years post-vesting aligns executives and shareholders. Decisions on executive remuneration are made with consideration of the interests of the wider workforce and other stakeholders, as well as the external climate.
163

Governance (continued)
Remuneration at a glance
SalaryAllowances and benefitsAnnual incentiveLong-term incentivesShareholding requirement
Purpose and link to strategy
Supports the attraction and retention of the best global talent with the capability to deliver Diageo’s strategyProvision of market-competitive and cost-effective benefits supports attraction and retention of talentIncentivises delivery of Diageo’s financial and strategic targets
Provides focus on key financial metrics and the individual’s contribution to the company’s performance
Rewards consistent long-term performance in line with Diageo’s business strategy
Provides focus on delivering superior long-term returns to shareholders
Ensures alignment between the interests of Executive Directors and shareholders
Key features of current policy & proposed key policy changesNormally reviewed annually on 1 October
Salaries take account of external market and internal employee context
Provision of competitive benefits linked to local market practice
Maximum company pension contribution is 14% of salary, for new Executive Director appointments, which is aligned to the offering for the wider workforce in the United Kingdom
Target opportunity is 100% of salary and maximum is 200% of salary
Performance measures, weightings and stretching targets are set by the Remuneration Committee
Subject to malus and clawback provisions
Executive Directors defer a minimum of one-third of earned bonus payment into Diageo shares held for three years which first took effect on the bonus for the year ended 30 June 2021
Remainder paid out in cash after the end of the financial year
Annual grant of performance shares and share options
   – CEO award up to 500% of salary
   – CFO award up to 480% of salary
   (%(% of salary for both CEO and CFO described in performance share equivalents)
Performance measures, weightings and stretching targets are set annually
Three-year performance period plus two-year retention period
Subject to malus and clawback provisions
– Grant priceNumber of awards granted is based on a six-month average share price to 30 June preceding grant date
Minimum shareholding requirement within five years of appointment:
   – CEO 500% of salary
   – CFO 400% of salary
Post-employment shareholding requirement for Executive Directors of 100% of in-employment requirement in the first year after leaving the company and 50% in the second year after leaving the company
Proposed policy change: Post-employment shareholding requirement for Executive Directors of 100% of in-employment requirement to be retained in full for two years after leaving the company
Planned for year ending 30 June 20244% salary increase for the CFO, below the annual salary budgets for the wider workforce in the United Kingdom
New CEO appointment from 5 June 2023. No salary increase in fiscal 24
Allowances and benefits unchanged from prior year
Company pension contributions 14% of salary
Size of annual incentive award opportunity is unchanged from prior year. For fiscal 24, measures are net sales growth, operating profit growth and operating cash conversion, 80% in total weighted equally, with remaining 20% on individual objectivesPerformance measures are net sales growth, relative TSR, cumulative free cash flow, profit before exceptional items and tax and ‘Society 2030: Spirit of Progress‘ measures
Size of long-term incentive award opportunity is unchanged from prior year
No change to in-employment shareholding requirement
Post-employment shareholding of 100% of in-year shareholding for two years after leaving the company
Implementation in year ended 30 June 20233% salary increase for the CEO and CFO, slightly below the annual salary budgets for the wider workforce in the United Kingdom and the United States
Allowances and benefits unchanged from prior year
Company pension contribution:
   – CEO 20% of salary until 1 January 2023, at which point the CEO's pension contribution will reducewas then reduced to 14% of salary
   – CFO 14% of salary
– Targets will be setPayout of 32.5% of maximum for the full year
– For
financial elements of the year endingplan
Total payout of 37.25% of maximum for the prior CEO, 35.38% for the CEO and 36.0% for the CFO
Vesting of 2020 performance shares at 98.7% of maximum for Ivan Menezes, and 98.8% of maximum for Debra Crew and Lavanya Chandrashekar
Vesting of 2020 share options at 77.5% of maximum for Ivan Menezes and Debra Crew. Lavanya Chandrashekar did not receive share options in 2020
As at 30 June 2023, measures on net sales growth, operating profit growth and operating cash conversion, 80% in total weighted equally, with remaining 20% on individual objectives– Performance measures on net sales growth, relative TSR, cumulative free cash flow, profit before exceptional items and tax and ESG
– Size
Ivan Menezes' shareholding was 2,728% of long-term incentive award opportunity is unchanged from prior year
– No changesalary
As at 30 June 2023, Debra Crew's shareholding was 1% of salary (she has until 8 June 2028
to meet her requirement)
As at 30 June 2023, Lavanya Chandrashekar's
shareholding requirementwas 47% of salary (she has until 1 July 2026 to meet her requirement)
Implementation in year ended 30 June 20223% salary increase for the CEO in line with wider workforce in the United Kingdom and the United States in 2021
 – CFO appointed 1 July 20212021. No salary increases post appointment in 2021
Allowances and benefits unchanged from prior year
Company pension contribution:
   – CEO 20% of salary
   – CFO 14% of salary
 - Full year targets resumed for year ended 30 June 2022.
Payout of 100% of maximum for the financial elements of the plan
Total payout of 93.75% of maximum for the CEO and 90.0% of maximum for the CFO
Vesting of 2019 performance shares at 59.3% of maximum for Ivan Menezes and 59.8% of maximum for Lavanya Chandrashekar
Vesting of 2019 share options at 61.5% of maximum for Ivan Menezes. The CFO wasdid not in her current rolereceive share options in 2019 and does not hold a share option award for that year
As at 30 June 2022, CEOIvan Menezes' shareholding ofwas 3,093% of salary
As at 30 June 2022, CFO (Lavanya Chandrashekar)Lavanya Chandrashekar's shareholding ofwas 31% of salary (has(she has until 1 July 2026 to meet requirement)
Implementation in year ended 30 June 2021
– No salary increase for Executive Directors or Executive Committee members. Exceptional salary increases only (e.g. on promotion) for the wider workforce– Allowances and benefits unchanged from prior year
– Company pension contribution:
   – CEO 20% of salary
   – CFO 20% of salary
– Targets set over two half-year periods
– Payout of 100% of maximum for the financial element of the plan
– Total payout of 93.75% of maximum for the CEO and 91.3% of maximum for the CFO
– Vesting of 2018 performance shares at 29.3% of maximum
– Vesting of 2018 share options at 10% of maximum
– CEO shareholding 2,735% of salary
– CFO (Kathryn Mikells) shareholding 868% of salary

Proportionality and management of risk
The structure of Diageo’s executive remuneration package ensures that executives have a vested interest in delivering performance over the short and long-term. There is a three-year deferral of one-third of the annual incentive payout into shares, a two-year retention period on any vested awards under the long-term incentive plan and a post-employment shareholding requirement that applies for two years after leaving the company. The performance, retention and clawback periods for each element of remuneration are outlined below.

deo-20220630_g98.jpg

179164

Governance (continued)
Pay for performance at a glance
The charts below show performance outcomes against targets for the long-term and annual incentive plans. Targets under both incentive plans are set with reference to Diageo’s strategic plan and the historical and forecasted performance of Diageo and its peers.

Long-term incentives (for the period 1 July 20192020 to 30 June 2022)2023)
deo-20220630_g99.jpgorganic.jpg

Annual incentive(for (for the period 1 July 20212022 to 30 June 2022)2023)
deo-20220630_g100.jpgannnual incentives.jpg

Historic reward outcomes under the annual and long-term incentive plans over the past five years are shown below. Vesting outcomes under the long-term incentive plan are shown against annualised total shareholder return for the three-year period ended in the year of vesting (i.e. annualised TSR for the three years ended 30 June 20222023 is shown against the vesting outcome for the 20192020 long-term incentive awards vesting in 2022)2023). Outcomes against annual incentive financial measures are shown against organic operating profit growth for each respective financial year, as disclosed in prior-year annual reports.
deo-20220630_g101.jpg
165

Governance (continued)
5year vesting.jpg


180166

Governance (continued)
Remuneration Committee Governance

Remuneration Committee

Over the year, theThe Remuneration Committee has consistedconsists of the following independent Non-Executive Directors: Susan Kilsby, Melissa Bethell, Valérie Chapoulaud-Floquet, Sir John Manzoni, Lady Mendelsohn, Alan Stewart, Ireena Vittal and Ireena Vittal. Karen Blackett joined the Committee on 1 June 2022.Blackett. Susan Kilsby is the Chair of the Remuneration Committee and also the Senior Independent Director. The Chairman of the Board and the Chief Executive may, by invitation,are invited to attend Remuneration Committee meetings, except when their own remuneration is being discussed. Diageo’sThe Chief Human Resources Officer and Global Performance and Reward Director are also invited by the Remuneration Committee to provide their views and advice. The Chief Financial Officer may also attend to provide performance context to the Committee during its discussions about target setting and incentive outcomes. Members of the Committee attended all meetings during the year which they were eligible to attend - full details are disclosed in the corporate governance report on page 90.
The Remuneration Committee’s principal responsibilities are:
making recommendations to the Board on remuneration policy as applied to the Executive Directors and the Executive Committee;
setting, reviewing and approving individual remuneration arrangements for the Chairman of the Board, Executive Directors and Executive Committee members, including terms and conditions of employment;
determining arrangements in relation to termination of employment of the Executive Directors and other designated senior executives;
making recommendations to the Board concerning the introduction of any new share incentive plans which require approval by shareholders;
ensuring that remuneration outcomes are appropriate in the context of underlying business performance, that remuneration practices are implemented in accordance with the approved remuneration policy, and that remuneration does not raise environmental, social and governance issues by inadvertently incentivising irresponsible behaviour; and
reviewing workforce pay and related policies and the alignment of incentives with culture.
FullCommittee's terms of reference for the Remuneration Committee are available in the corporate governance section of the company's website and on request from the Company Secretary.
The Remuneration Committee hasis responsible for all executive remuneration decisions throughout the year, which includes setting financial targets for the annual and long-term incentive plans and the outcomes under these plans. During fiscal 23, the Remuneration Committee also reviewed the Directors' remuneration policy and consulted with Diageo's largest investors in preparation for seeking shareholder approval at the 2023 AGM, as well as the CEO transition arrangements and the death-in-service remuneration arrangements following the sad passing of Sir Ivan Menezes. The Committee considered the remuneration policy and practices in the context of the principles of the Corporate Governance Code, as followsfollows:

Clarity – the Committee engages regularly with executives, shareholders and their representative bodies in order to explain the approach to executive pay;
Simplicity – the purpose, structure and strategic alignment of each element of pay has been clearly laid out in the remuneration policy;
Risk – there is an appropriate mix of fixed and variable pay, and financial and non-financial objectives, and there are robust measures in place to ensure alignment with long-term shareholder interests, including the DLTIP post-vesting retention period, shareholding requirement, bonus deferral into shares and malus and clawback provisions;provisions. The Committee also considers the impact on behaviour of both the measures and targets set;
Predictability-the pay opportunity under different performance scenarios is set out on page 188170 of this report;
Proportionality – executives are incentivised to achieve stretching targets over annual and three-year performance periods, and the Committee assesses performance holistically at the end of each period, taking into account underlying business performance and the internal and external context. The Committee may exercise discretion to ensure that payouts are appropriate; and
Alignment with culture – non-financial objectives may be incentivised under the individual business objective element of the annual incentive plan and ESG‘Society 2030: Spirit of Progress‘ (ESG) priorities are incentivised under the long-term incentive plan, which reinforces the company’s purpose and values. The design of remuneration and the measures used, reflect Diageo's culture.

External advisors
During the year ended 30 June 2022,2023, the Remuneration Committee received advice on executiveDirectors' remuneration from Deloitte.both Deloitte and FIT. FIT was appointed byas the CommitteeCommittee’s new external advisor in May 2019, following a comprehensive tendering process with several consulting firms. Deloitte is a founding member of the Remuneration Consultants Group and adheres to its code in relation to executive remuneration consulting. The Committee requests Deloitte to attend meetings periodically during the year and is satisfied that the advice it has received has been objective and independent.October 2022.
Deloitte provides unrelated services to the company in the areas of immigration services and management consultancy. During the year, Deloitte supported the Committee in providing: insights into external remuneration trends and best practice, advice on the level of stretch in the long-term incentive targets and periodic updates on the TSR of Diageo and its peer companies for outstanding DLTIP
181

Governance (continued)
performance cycles. The fees paid to Deloitte in fiscal 2223 (until the end of their appointment) for advice provided to the Committee were £130,500 and£33,900. The fees paid to FIT in fiscal 23 since their date of appointment were £114,265. All fees were determined on a time and expenses basis.
The Committee is satisfied that the DeloitteFIT's (and previously Deloitte's) engagement partners, and the teams that provide remuneration advice to the Committee, do not have no 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. Deloitte provided and continues to provide unrelated services to the company in the areas of immigration and management consultancy. FIT does not provide Diageo with any other services. Deloitte and FIT are founder members of the Remuneration Consultants Group (RCG) which is responsible for developing and maintaining the Code of Conduct for Consultants to Remuneration Committees of UK listed companies. FIT attended Remuneration Committee meetings during the year following their appointment and the Committee is satisfied that the advice it has received has been objective and independent.


167

Governance (continued)
Statement of voting
The following table summarises the details of votes cast in respect of the resolutions on the Directors’ remuneration policy at the 2020 AGM and the Directors' remuneration report (excluding the policy) at the 20212022 AGM.

ForAgainstTotal votes castAbstentionsForAgainstTotal votes castAbstentions
Directors’ remuneration policy1
Total number of votes1,644,443,671121,538,9511,765,982,6223,321,427 
Percentage of votes cast93.12 %6.88 %100 %n/a
Directors' remuneration report (excluding the policy)2
Total number of votes1,661,293,73468,483,0761,729,776,81023,650,135 
Percentage of votes cast96.04 %3.96 %100 %n/a
Directors’ remuneration policy(1)
Directors’ remuneration policy(1)
Total number of votes1,644,443,671121,538,9511,765,982,6223,321,427 
Percentage of votes cast93.12 %6.88 %100 %n/a
Directors' remuneration report (excluding the policy)(2)
Directors' remuneration report (excluding the policy)(2)
Total number of votes1,612,245,42488,630,6501,700,876,07428,285,201 
Percentage of votes cast94.79 %5.21 %100 %n/a
1.(1) As shown on pages 89 – 89–94 of the 2020 UK Annual Report
2.(2) As shown on pages 104 – 110106–112 and 117 - 128119-131 of the 20212022 UK Annual ReportReport.

The Committee was pleased with the level of support shown for the Directors' remuneration policy and Directors' remuneration report, and appreciates the active participation of shareholders and their representative advisory bodies in consulting on executive remuneration matters

Approach to stakeholder engagement
The Committee is interested in the views of investors and maintains an ongoing dialogue with a broad group of shareholders and institutional advisors on remuneration matters. In July 2022, we wrote to our largest shareholders and the proxy advisors about the implementation of the policy in fiscal 23 and the Committee Chairman is looking forward to engaging regarding the review of our Directors’ remuneration policy in advance of the 2023 AGM.
The Chairman leads global workforce engagement sessions throughout the year and there are focus group sessions with other non-executive directors. Feedback from management and the wider workforce is received through the Your Voice employee engagement survey and market specific pulse surveys. More information on workforce engagement can be found on page 96 and page 118.
An overall review of wider workforce remuneration and policies is tabled as a separate agenda item at the Committee’s October meeting and relevant aspects of wider workforce remuneration are referenced in other agenda items during the year.
These activities ensure that shareholder views and interests, as well as the all-employee reward context at Diageo, are appropriately considered when making executive remuneration decisions.
FURTHER DETAILS ON PAGES 159-162


182

Governance (continued)
Allocation of time
The graph reflects an approximation of the allocated time for key agenda items at Remuneration Committee meetings throughout the year.
With no policy changes or significant changes to the implementation of policy in fiscal 22, there was less time spent engaging with shareholders this year than in recent years. This year, more time was spent on individual remuneration decisions as a result of Executive Committee changes. Given ongoing market volatility, the Committee also spent significant time on target setting and considering the impacts of the inflationary environment.


deo-20220630_g102.jpg

















183168

Governance (continued)
Key decisionLink to Diageo remuneration principlesLink to corporate governance
principles
Stakeholder engagement
Manage the return to annual incentive plan target-setting. In the previous year, performance was measured over two half-year periods
deo-20220630_g103.jpgdeo-20220630_g104.jpg
deo-20220630_g105.jpg
This decision represents a return to incentivising executives to achieve stretching targets over an annual period. Targets are aligned to short-term critical milestones within the broader business plan.
(Proportionality)
As part of wider shareholder engagement, we noted the return to the usual annual approach to target setting.
Setting targets for performance shares and share options granted under the Diageo Long Term Incentive Plan (DLTIP) in September 2021
deo-20220630_g103.jpgdeo-20220630_g104.jpg
deo-20220630_g105.jpg
The Committee determined that retaining the measures already in place supported delivery of the business strategy, provided a balanced set of financial and non-financial measures, and supported our alignment with company culture, particularly the ESG component.
(Alignment with Strategy, Clarity, Simplicity)
Shareholders were engaged regarding the performance measures underpinning the 2021 plans. Through regular global communication platforms, employees are made aware of the business ambitions and focus, which aligns with how our executives are incentivised over the longer term. Those employees who also participate in performance based long-term incentives are regularly engaged regarding performance against targets.
Payout under the annual incentive plan for the Executive Committee for the year ended 30 June 2022
deo-20220630_g103.jpgdeo-20220630_g104.jpg
deo-20220630_g106.jpgdeo-20220630_g105.jpg
The company’s performance has resulted in strong returns to shareholders. By ensuring that executives are recognised for strong performance, the Remuneration Committee is able to motivate and retain the very best talent, which creates shareholder value.
(Proportionality)
The Committee considers the experience of the wider workforce when making decisions on executive pay to ensure there is clear alignment of principles.
The annual incentive payout for employees below the Executive Committee also reflects strong holistic business performance, and their bonus is derived from the same measures that underpin the Executive
Directors' annual incentive.
Vesting of performance shares and share options granted in September 2019 in line with measured achievements, with no application of discretion
deo-20220630_g103.jpgdeo-20220630_g104.jpg
deo-20220630_g105.jpg
The company’s performance has resulted in strong returns to shareholders over the three-year performance period and the Committee considered the formulaic vesting outcome a fair reflection of business performance which would appropriately reward what has been a challenging and uncertain three-year period.
(Proportionality)
As the Remuneration Committee was not minded to exercise any discretion regarding the long-term incentive outcome, there was no consultation on this matter.

Diageo’s remuneration principles
deo-20220630_g103.jpg
Delivery of business strategy;
deo-20220630_g104.jpg
Creating sustainable, long-term performance;
deo-20220630_g106.jpg
Winning best talent;
deo-20220630_g105.jpg
Consideration of stakeholder interests




184

Governance (continued)
Directors’ remuneration policy
This section of the report sets out the current2023 Directors' remuneration policy for the remuneration of the company’s Directors. The policy was approved by shareholderswhich will be put to a binding vote at the AGM on 28 September 2020. 2023 and, if approved, will apply with effect from 1 July 2023.
The current policy, which was approved by shareholders in September 2020, can be found on the company’s website at https://media.diageocms.com/diageo-corporate-media/media/c54dsk3z/256_directors-remuneration-report.pdfwww.diageo.com/en/our-business/corporate-governance/remuneration-at-diageo.
The Remuneration Committee discussed the details of the policy over a series of meetings, taking into account the strategic priorities of the business and evolving market practice. An external perspective was provided by the Remuneration Committee’s advisor and the Remuneration Committee Chair engaged with the company’s 20 largest shareholders and their representatives regarding the policy proposals. As referenced in the Remuneration Committee Chair’s letter, the Committee believes the current policy continues to support the business strategy and therefore the new policy being put forward for shareholder approval remains largely the same. The key change from the current policy relates to the increase in post-cessation shareholding requirement which requires 100% of the in-service shareholding requirement (or, if lower, their actual shareholding on cessation) to be held for two years after leaving (from 100% in the first year and 50% in the second year under the current policy). We have improved disclosures by providing more detail on our malus and clawback policy, the shareholding requirements and the enforcement mechanism for the post-cessation shareholding requirements. Some minor editorial changes have also been made.
The Committee reserves the right to make minor changes to the policy, where required for regulatory, tax or administrative reasons.


lBase salary
Purpose and link to strategy
Supports the attraction and retention of the best global talent with the capability to deliver Diageo’s strategy and performance goals.
Operation
Normally reviewed annually or following a change in responsibilities with any increases usually taking effect from 1 October.
The Remuneration Committee considers the following parameters when reviewing base salary levels:
Pay increases for other employees across the group.
Economic conditions and governance trends.
The individual’s performance, skills and responsibilities.
Base salaries (and total remuneration) at companies of similar size and international scope to Diageo, with roles typically benchmarked against the FTSE 30 excluding financial services companies, or against similar comparator groups in other locations dependent on the Executive Director’s home market.market as well as global consumer goods companies.
Opportunity
Salary increases will be made in the context of the broader employee pay environment, and will normally be in line with those made to other employees in the relevant markets in which Diageo operates, typically the United Kingdom and the United States, unless there is a change in role or responsibility or other exceptional circumstances.
lBenefits
Purpose and link to strategy
Provides market-competitive and cost-effective benefits.benefits as part of remuneration packages designed to attract and retain the best global talent.
Operation
The provision of benefits typically depends on the country of residence of the Executive Director and may include but is not limited to a company car or travel allowance, the provision of a contracted car service or equivalent, product allowance, life insurance, accidental death and disability insurance, medical and dental cover, financial counsellingtax support and tax advice.return preparation costs.
The Remuneration Committee has discretion to offer additional allowances, or benefits, to Executive Directors, if considered appropriate and reasonable. These may include, but are not limited to, relocation expenses, housing allowance and school fees where a Director is asked to relocate from his/her home location as part of their appointment. Where appropriate, for example in relation to relocation benefits, the company may also meet the tax costs associated with the benefit provision.
Opportunity
The benefits package is set at a level which the Remuneration Committee considers:
provides an appropriate level of benefits depending on the role and individual circumstances;
is appropriate in the context of the benefits offered to the wider workforce in the relevant market; and
is in line with comparable roles in companies of a similar size and complexity in the relevant market.
lPost-retirement provision
Purpose and link to strategy
Provides cost-effective, competitive post-retirement benefits.benefits which are part of remuneration packages designed to attract and retain the best global talent.
Operation
Provision of market-competitive pension arrangements or a cash alternative based on a percentage of base salary.
Opportunity
The maximum company pension contribution, under the 2020 remuneration policyor cash alternative allowance, for Executive Directors is 14% of salary for any new Executive Director appointments.
Current legacy company contributions for Ivan Menezes in the year ended 30 June 2022 was 20% of base salary. The company contribution for Ivan Menezes was reduced from 40% to 30% effective 1 July 2016,current CEO and from 30% to 20% effective 1 July 2019.
The company will reduce theCFO receive a pension contribution for Ivan Menezes toof 14% of salary, in line with the maximum company contribution to employees in the United Kingdom, on 1 January 2023.
The CFO, Lavanya Chandrashekar, who was appointed on 1 July 2021, receives a pension contribution of 14% of salary.UK workforce.
185169

Governance (continued)
lAnnual Incentive Plan (AIP)
Purpose and link to strategy
Incentivises delivery of Diageo’s annual financial and strategic targets over the year. Provides focus on key financial metrics and the individual’s contributionachievement of key individual objectives which are chosen to align with the company’sbusiness strategy and create a platform for sustainable longer-term performance. Compulsory deferral of a minimum of one-third of any annual incentive earned into shares for three years promotes longer-term alignment of Executive Directors' interests with shareholders’ interests.
Operation
Performance measures, weightings and targets are set by the Remuneration Committee. Appropriately stretching targets are set by reference to the operating plan and historical and projected performance for the company and its peer group.
The level of award is determined with reference to Diageo’s overall financial and strategic performance and individual performance.
A minimum of one-third of the actual earned bonus payment willis normally be deferred into a share award (pre-tax deferral) or owned shares (post-tax deferral) under the Deferred Bonus Share Plan, to be held for a minimum period of three years, other than in exceptional circumstances. The remainder of the bonus payment will beis paid out in cash after the end of the financial year.
The Remuneration Committee has discretion to adjust the level of payment if it is not deemed to reflect appropriately the individual’s contribution or the overall business performance. Any discretionary adjustments will be detailed in the following year’s annual report on remuneration.
The Remuneration Committee has discretion to apply malus or clawback to bonus i.e.as detailed in the company may seek to recover bonus paid or deferral into shares, in exceptional circumstances, such as gross misconduct or gross negligence during the performance period.'Malus and Clawback' section below.
NotionalIn the case of pre-tax deferral, notional dividends accrue on deferred bonus share awards, delivered as shares or cash at the discretion of the Remuneration Committee at the end of the vesting period.period (on post-tax deferral into owned shares, actual dividends are payable).
Opportunity
For threshold performance, up to 50% of salary may be earned, with up to 100% of salary earned for on-target performance and a maximum of 200% of salary payable for outstanding performance. The maximum includes the deferred share element but excludes dividend equivalents payable in respect of deferred share awards.
Performance conditions
Annual incentive plan awards are normally based 70%-100% on financial measures which may include, but are not limited to, measures of sales, profit and cash, and 0%-30% on broader objectives based on strategic goals and/or individual contribution.
The Remuneration Committee has discretion to amend the performance measures in exceptional circumstances if it considers it appropriate to do so, e.g. in cases of accounting policy changes, merger and acquisition activities or disposals. Any such amendments would be fully disclosed and explained in the following year’s annual report on remuneration.
lDiageo Long-Term Incentive Plan (DLTIP)
Purpose and link to strategy
Provides focus on delivering superiora long-term returnsincentive to achieve key performance measures which support the company’s strategy, and to align interests with shareholders.
Operation
An annual grant of performance shares and/or market-price share options which vest subject to a performance test and continued employment, normally over a period of three years.
Measures and stretching targets are reviewed annually by the Remuneration Committee for each new award.
The Remuneration Committee has the authority to exercise discretion to adjust the vesting outcome based on its assessment of underlyingthe overall business performance over the performance period. This may include the consideration of factors such as holistic performance relative to peers, stakeholder outcomes and significant investment projects, for example.
Following vesting, there is normally a further retention period of two years. Executive Directors are able to exercise an option or sell sufficient shares to cover any tax liability when an award vests, provided they retain the net shares arising for the two-year retention period.
Notional dividends accrue on performance share awards to the extent that the performance conditions have been met, delivered as shares or cash at the discretion of the Remuneration Committee at the end of the vesting period.
The Remuneration Committee has discretion to reduce the number of shares which vest (subjectapply malus or clawback to HMRC rules regarding approved share options), for examplebonus as detailed in the event of a material performance failure, or a material restatement of the financial statements. There is an extensive malus clause for awards made from September 2014. The Committee has discretion to decide that:
the number of shares subject to the award will be reduced;
the award will lapse;
retention shares (i.e. vested shares subject to the additional two-year retention period) will be forfeited;
vesting of the award or the end of any retention period will be delayed (e.g. until an investigation is completed);
additional conditions will be imposed on the vesting of the award or the end of the retention period; and/or
any award, bonus or other benefit which might have been granted or paid to the participant in any later year will be reduced or not awarded.
Malus'Malus and clawback provisions will apply up to delivery of shares at the end of the retention period (as opposed to the vesting date). The company also has the standard discretion to take account of unforeseen events, such as a variation to share capital.Clawback' section below.
Opportunity
The maximum annual grants for the Chief Executive and Chief Financial Officer are 500% and 480% of salary in performance share equivalents respectively (where a market-price option is valued at one-third of a performance share). Included within that maximum, no more than 375% of salary will be awarded in face-value terms in options, with the balance awarded in performance shares, to any Executive Director in any year.
Awards vest at 20% of maximum for threshold performance and 100% of maximum if the performance conditions are met in full. The vesting schedule related to the levels of performance between threshold and maximum, including whether or not this will include an interim stretch performance level, will be determined by the Remuneration Committee on an annual basis and disclosed in the relevant remuneration report for that year. There is a ranking profile for the vesting of the part of the award based on relative total shareholder return, starting at 20% of maximum for achieving the threshold.
Performance conditions
The vesting of awards is linked to a range of measures which may include, but are not limited to:
a growth measure (e.g. net sales growth, operating profit growth);
a measure of efficiency (e.g. operating margin, cumulative free cash flow, return on invested capital);
a measure of Diageo’s performance in relation to its peers (e.g. relative total shareholder return); and
a measure relating to ESGour ‘Society 2030: Spirit of Progress‘ (environmental, social or governance) priorities.
Measures that apply to performance shares and market-price options may differ, as is the case for current awards. Weightings of these measures may also vary year on year.
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 policy changes, merger and acquisition activities or disposals. Any such amendments would be fully disclosed and explained in the following year’s annual report on remuneration.
186170

Governance (continued)
Malus and Clawback
Under the AIP and DLTIP, the Remuneration Committee has discretion to apply malus and clawback in the circumstances specified in the applicable malus and clawback policy from time to time in place, for example:
Material misstatement of results or an error resulting in overpayment.
Risk failure resulting in material financial loss or any business area being the subject of a regulatory investigation or in breach of regulation.
Employee misconduct/disciplinary action.
Employee accountability for material reputational damage to the group which could have been avoided.
In respect of the application of malus, deterioration in the financial situation of the Group which limits the ability to fund incentive awards.
Any other matter which, in the reasonable opinion of the Remuneration Committee, is required to be considered to comply with prevailing legal and/or regulatory requirements.
The malus and clawback provisions may be invoked for one year following an AIP cash payment and two years following a DLTIP vesting. Where the Remuneration Committee determines that malus and/or clawback will apply, the Remuneration Committee has discretion to determine the basis of application and the means by which malus and/or clawback will be implemented.
The malus and clawback policy will be reviewed from time to time to ensure that the policy is compliant with any regulatory requirements, such as the NYSE listing rules.
lAll-employee share plans
Purpose and link to strategy
To encourage broader employee share ownership through locally approved plans.
Operation
The company operates tax-efficient all-employee share acquisition plans in various jurisdictions.
Executive Directors’ eligibility may depend on their country of residence, tax status and employment company.
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
Under the UK Share Incentive Plan, the annual award of Freeshares ismay be based on Diageo plc financial measures which may include, but are not limited to, measures of sales, profit and cash.
lShareholding requirement
Purpose and link to strategy
Ensures alignment between the interests of Executive Directors and shareholders.
Operation
The minimum in-employment shareholding requirement is 500% of base salary for the Chief Executive and 400% of base salary for any other Executive Directors.
Executive Directors are normally expected to build up their in-employment shareholding within five years of their appointment to the Board.
Shares that count towards these minimum shareholding requirements are shares beneficially held by the Executive Director and their connected persons, including Deferred Bonus Share Plan (DBSP) shares within the three-year deferral period, on a net (if post-tax deferral)/notional net (if pre-tax deferral) of tax basis.
Executive Directors will beare restricted from selling more than 50% of shares which vest under the long-term incentive plan or deferred bonus share plan (excluding the sale of shares to cover tax on vesting and other exceptional circumstances to be specifically approved by the Chief Executive and/or Chairman), until the shareholding requirement is met.
In order to provide further long-term alignment with shareholders, Executive Directors will normally be expected to maintain a holdingDiageo shareholding of shares in Diageo for a two-year period after leaving the company. Executive Directors will normally be required to continue to hold 100% of the in-employment shareholding requirement (or, if lower, their actual shareholding on cessation) for the first yeartwo years after leaving the company, reducingcompany.
The Executive Directors enter into a deed undertaking to 50% forcomply with the second year after leavingrequirement and committing to hold the company.required number of shares in a specified nominee account.
lChairman of the Board and Non-Executive DirectorsDirectors' fees
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.experience.    
Operation
Fees for the Chairman and Non-Executive Directors are normally reviewed every year.
A proportion of the Chairman’s annual fee ismay be 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 a Director.
Fees are reviewed in light of market practice in the FTSE 30, excluding financial services companies, and anticipated workload, tasks and potential liabilities.
The Chairman and Non-Executive Directors do not participate in any of the company’s incentive plans nor do they receive pension contributions or benefits. Their travel and accommodation expenses in connection with attendance at Board meetings (and any tax thereon) are paid by the company.
The Chairman and the Non-Executive Directors are eligible to receive a product allowance or cash equivalent at the same level as the Executive Directors.
All Non-Executive Directors have letters of appointment. A summary of their terms and conditions of appointment is available at www.diageo.com. The Chairman of the Board, Javier Ferrán, was re-appointed on 106 October 20192022 for a three-year term, terminable on three months’ notice by either party or, if terminated by the company, by payment of three months’ fees in lieu of notice.
Opportunity
Fees for Non-Executive Directors are within the limits set by the shareholders from time to time, with an aggregate limit of £1,750,000, excluding the Chairman’s fees.
187171

Governance (continued)
Policy considerations
Performance measures
Further details of the performance measures under the fiscal 24 annual incentive plan and measures and targets for the year ending 30 June 2023, as well as targets under the long-term incentive plan forDLTIP awards to be made in September 2022, and how they are aligned with company strategy and the creation of shareholder value,2023, are set out in the annual report on remuneration, on page 193. 195.
Annual incentive targets will be disclosed retrospectively in next year’s annual report on remuneration.remuneration as they are deemed by the Board to be commercially sensitive until after the end of the fiscal year.
Performance targets are set to be stretching yet achievable, and take into account the company’s strategic priorities and business environment. The Remuneration Committee sets targets based on a range of reference points, including the corporate strategy and broker forecasts for both Diageo and its peers.

Projected total remuneration scenarios
The graphs below illustrate scenarios for the projected total remuneration of Executive Directors at four different levels of performance: minimum, target, maximum, and maximum including assumed share price appreciation of 50% (in accordance with the Corporate Governance Code). The impact of potential share price movements is excluded from the other three scenarios. These charts have been updated from the charts included in the 2021 Directors' remuneration report and reflect projected remuneration for the year ending 30 June 2023.2024.

deo-20220630_g107.jpgprojtotrem.jpg


188172

Governance (continued)
Basis of calculation and assumptions:
The ‘Minimum’ scenario shows fixed remuneration only, i.e. base salary for the year ending 30 June 2024, value of benefits received in the year ended 30 June 2023, 2023,or the projected annual benefit value for year ending 30 June 2024 in the case of the newly appointed CEO, and the pension benefits to be accrued over the year ending 30 June 2023.2024. These are the only elements of the Executive Directors’ remuneration packages that are not subject to performance conditions.

The ‘Target’ scenario shows fixed remuneration as described above, plus a target payout of 50% of the maximum annual bonusincentive and threshold performance vesting for long-term incentive awards at 20%a midpoint payout of 60% of the maximum award.long-term incentive awards.
The ‘Maximum’ scenario reflects fixed remuneration, plus full payout of annual and long-term incentives.
The ‘Maximum plus share price growth’ scenario reflects fixed remuneration, plus full payout of annual and long-term incentives, including, for the latter, an assumed 50% share price appreciation over the performance period.
For long-term incentives, the awards are treated as though they were granted all inentirely as performance shares.share awards.
The amounts shown in sterling are converted using the cumulative weighted average exchange rate for the year ended 30 June 20222023 of £1 = $1.33.$1.20.

Approach to recruitment remuneration
Diageo is a global organisation selling its products in more than 180 countries around the world. The ability to recruit and retain the best talent from all over the world is critical to the future success of the business. People diversity in all its forms is a core element of Diageo’s global talent strategy and, managed effectively, is a key driver in delivering Diageo’s Performance Ambition.
The Remuneration Committee’s overarching principle for recruitment remuneration is to pay no more than is necessary to attract an Executive Director of the calibre required to shape and deliver Diageo’s business strategy, recognising that Diageo competes for talent in a global marketplace. The Committee will seek to align any remuneration package with Diageo’s remuneration policy, but retains the discretion to offer a remuneration package which is necessary to meet the individual circumstances of the recruited Executive Director and to enable the hiring of an individual with the necessary skills and expertise. However, the maximum short-term and long-term incentive opportunity will follow the policy, although awards may be granted with different performance measures and targets in the first year. On appointment of an external Executive Director, the Committee may decide to compensate for variable remuneration elements the Directorindividual forfeits when leaving their current employer. In doing so, the Committee will ensure that any such compensation would have a fair value no higher than that of the awards forfeited, and would generally be determined on a comparable basis taking into account factors including the form in which the awards were granted, performance conditions attached, the probability of the awards vesting (e.g. past, current and likely future performance), as well as the vesting schedules. Depending on individual circumstances at the time, the Committee has the discretion to determine the type of award (i.e. cash, shares or options), holding period and whether or not performance conditions would apply.
Any such award would be fully disclosed and explained in the following year’s annual report on remuneration. When exercising its discretion in establishing the reward package for a new Executive Director, the Committee will carefully consider the balance between the need to secure an individual in the best interests of the company against the concerns of investors about the quantum of remuneration and, if considered appropriate at the time, will consult with the company’s biggest shareholders. The Remuneration Committee will provide timely disclosure of the reward package of any new Executive Director.


189173

Governance (continued)
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 company’s registered office.
Executive DirectorDate of service contract
Ivan MenezesDebra Crew7 May 201328 March 2023
Lavanya Chandrashekar13 January 2021
Notice periodThe contracts provide for a period of six months’ notice by the Executive Director or 12 months’ notice by the company, the same as would apply for any newly-appointed Executive Director. A payment may be made in lieu of notice consisting of a sum equivalent to 12 months’the base salary which the Executive Director would have received for any notice period outstanding on the date employment ends and the cost to the company of providing contractual benefits for this period (including pension contributions but excluding incentive plans). The service contracts also provide for the payment of outstanding pay and bonus if an Executive Directors leaves following a takeover, or other change of control of Diageo plc.
If, on the termination date, the Executive Director has exceeded his/hertheir 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).them. 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 a payment to him/herthem 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.
MitigationThe Remuneration Committee requires (or may exercise its discretion to requirerequire) a proportion of the termination payment to be paid in instalments and, upon the Executive Director commencing new employment, to be subject to mitigation except where termination is within 12 months of a takeover, or within such 12 months the Executive Director leaves due to a material diminution in status.mitigation.
Annual Incentive Plan (AIP)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 Committee’s discretion during the financial year, the Executive Director is usually entitled to an incentive payment pro-rated for the period of service during the performance period, which is typically payable at the usual payment date.date unless the Committee decides otherwise. Where the Executive Director leaves for any other reason, no payment or bonus deferral will be made. The amount is subject to performance conditionsmeasures being met and is at the discretion of the Committee. The Committee has discretion to determine an earlier payment date, for example, on death in service. The bonus may, if the Committee decides, be paid wholly in cash.
2020 Deferred Bonus Share Plan (DBSP)Where the Executive Director leaves for any reason other than dismissal, they are entitled to retain any deferred bonus shares, which will vest in full on departure, subject to any holding requirements under the post-employment shareholding policy. It is not considered necessary for the bonus deferral to continue to apply after leaving, since the bonus is already earned based on performance, and there is a post-employment shareholding requirement that ensures the Executive Director continues to be invested in the company’s longer-term interests. On a takeover, orawards vest in full. On other corporate event,events, the Remuneration Committee may allow awards to vest in full.
Diageo 2014 Long-Term Incentive Plan (DLTIP)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 Committee’s discretion during the financial year, awards continue in effect. Awards will vest on the original vesting date with the exception of death in service, when awards will vest on the date of death, in each case unless the Remuneration Committee decides otherwise (for example, in the case of death in service).otherwise. When an Executive Director leaves for any other reason, all unvested awards generally lapse immediately. The applicable retention period for vested awards continues for all leavers other(other than in cases of disability, ill-health or death in service, where the retention period will end on the date of death or leaving employment), unless the Remuneration Committee decides otherwise. Where awards were granted in the form of options, on vesting they are generally exercisable for 12 months (or six months for approved options).
The proportion of the award released depends on the extent to which the performance condition is met. The number of shares is reduced on a pro-rata basis reflecting the length of time the Executive Director was employed by the company during the performance period, unless the Remuneration Committee decides otherwise (for example, in the case of death in service).
Where an Executive Director leaves within one month of the normal vesting date of the award, awards are not time pro-rated, unless the Remuneration Committee decides otherwise.

On a takeover or other corporate event, awards vest subject to the extent to which the performance conditions are met and, unless the Remuneration 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 for 12 months (or six months for approved options).company.
Repatriation/otherIn 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 willmay pay reasonable repatriation costs for leavers at the Remuneration Committee’s discretion. The company may also pay for reasonable costs in relation to the termination, for example, tax, legal and outplacement support, where appropriate.
190174

Governance (continued)
Non-Executive Directors’ unexpired terms of appointment
All non-executive directorsNon-Executive Directors are on three-year terms which are expected to be extended up to a total of nine years. The date of initial appointment to the Board and the point at which the current letter of appointment expires for non-executive directorsNon-Executive Directors are shown in the table below.

Non-Executive DirectorsDate of appointment to the BoardCurrent letter of appointment expires
Javier Ferrán22 July 2016AGM 20222025
Susan Kilsby4 April 2018AGM 2024
Melissa Bethell30 June 2020AGM 2023
Valérie Chapoulaud-Floquet1 January 2021AGM 2024
Sir John Manzoni1 October 2020AGM 2023
Lady Mendelsohn1 September 2014AGM 2023
Alan Stewart1 September 2014AGM 2023
Ireena Vittal2 October 2020AGM 2023
Karen Blackett1 June 2022AGM 2025

Payments under previous policies
The Committee reserves the right to make any remuneration 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) under a previous policy, in which case the provision of that policy shall continue to apply until such payments have been made; (ii) before the policy or the relevant legislation came into effect; or (iii) at a time when the relevant individual was not a Directordirector of the company and, in the opinion of the Committee, the payment was not in consideration for the individual becoming a Directordirector of the company.

Approach to stakeholder engagement
Shareholder engagement
The Committee is interested in the views of investors and maintains an ongoing dialogue with a broad group of shareholders and institutional advisors on remuneration matters. In advance of finalising our proposed policy to be approved at the 2023 AGM, the Chair of the Remuneration Committee consulted with the company's largest shareholders and their representatives about the policy and the implementation plan for fiscal 24. The responses received from shareholders were supportive of the proposed change to enhance the post-cessation shareholding requirement, as well as the planned implementation for fiscal 24.

Employee engagement on executive remuneration
The Chairman of the Board led global workforce engagement sessions throughout the year and there were focus group sessions led by other Non-Executive Directors (more information can be found in the corporate governance section on page 137). As part of this engagement, there was a session where the Chairman shared information with employees about executive remuneration, including the Directors' remuneration policy, the role of the Remuneration Committee, executive remuneration principles and structure and how executive pay aligns with pay for the wider workforce
workforce.
Diageo also runs annual employee engagement surveys, which gives employees the opportunity to give feedback and express their views on a variety of topics, including remuneration. Any comments relating to Executive Directors' remuneration are fed back to the Remuneration Committee.
The structure of the reward package for the wider employee population is based on the principleThese activities ensure that it should be sufficient to attractshareholder views and retain the best talent and be competitive within our broader industry, remunerating employees for their contribution linked to our holistic performance. It is driven by local market practice,interests, as well as levelthe all-employee reward context at Diageo, are considered when making executive remuneration decisions.
Consideration of senioritywider workforce remuneration
When reviewing Executive Directors’ salaries, the Committee takes into account the company’s salary budgets for key geographies and, accountability, reflectingeach year, the global natureCommittee has a session reviewing various aspects of Diageo’s business.
workforce remuneration to deepen its understanding of employee pay arrangements. There is clear alignment in the approach to pay structures for Executivesexecutives and the wider workforce in the way that remuneration principles are followed, as well as the mechanics of the salary review process and incentive plan design, which are broadly consistent throughout the organisation. The performance measures under the annual incentive plan and long-term incentive plan are the same for Executivesexecutives and other eligible employees. ThereThe key differences are that a larger percentage of Executive Directors' remuneration is a strong focus on performance-related pay, with appropriateperformance related than that of other employees and salary, benefits and incentive participation levels of differentiationvary according to ensure that reward is invested inrole, seniority and business priorities.
When reviewing the talent that will makeDirectors’ remuneration policy, the biggest contribution toCommittee considered the execution of Diageo’s strategy. Where possible, the company also encourages employee share ownership through a number of share plans that allow employees to benefit from the company’s success.
The remuneration approach for Executive Directors is consistent with the reward package for members of the Executive Committee and the senior management population. Generally speaking, a much higher proportion of total remunerationarrangements for the Executive Directors is linked to business performance, compared to the rest of the employee population, so that remuneration will increase or decrease in line with business performance and to align the interests of Executive Directors and shareholders.
Each year the Remuneration Committee is briefed on the structure and quantum of the all-employee remuneration framework,workforce globally, as well as throughoutmarket practice in the year being informed aboutFTSE 30 (excluding financial services) and Diageo’s global consumer peer group. The Chairman also explains the context, challengesDirectors’ remuneration policy to employees and opportunities relating to the remunerationseeks their feedback as part of the wider workforce acrossengagement sessions, as described above. Given the world, to enable the Committee to consider the broader employee context when making executive remuneration decisions.
In 2022, the Remuneration Committee has considered:
external factors impacting on business performance and reward outcomes;
the continued focus on appropriate and competitive pay positioning around the world;
ongoing commitment to inclusion and diversity and achieving Diageo's broader ESG ambition; and
review of global benefits, with a consistent core benefit offering implemented across the world.
The Committee also considers the annual salary increase budgets for employees in key markets, as well as payminimal changes proposed for the global senior management population.



2023 Directors’ remuneration policy, employees were not specifically consulted on this.

191

Governance (continued)
Shareholder engagement
The Committee greatly values the continued dialogue with Diageo’s shareholders and regularly engages with shareholders and representative bodies to take their views into account when setting and implementing the company’s remuneration policies.
More detail on engagement with shareholders in 2022 can be found on page 182.

Workforce engagement
Diageo runs annual employee engagement surveys, which give employees the opportunity to give feedback and express their views on a variety of topics including their own remuneration, working environment and workforce policies and practices. Any comments relating to Executive Directors’ remuneration are fed back to the Remuneration Committee.
The Chairman was appointed to lead workforce engagement on behalf of the Board on 1 July 2019. In fiscal 22, the Chairman and the Non-Executive Directors met with 1,435 Diageo employees in 16 meetings, representing different levels, functions and regions. The insights gathered from the sessions are reviewed and discussed periodically at Board meetings, something that helps to inform key board decisions. More detail on the approach and impact of workforce engagement in the year ended 30 June 2022 is outlined in the Corporate Governance report on page 161.
As part of this engagement, the Chairman has taken the opportunity to explain to employees the role of the Board and its delegated Committees, including the role of the Remuneration Committee in setting executive pay. The sessions this year included a more detailed discussion about the executive remuneration framework, executive remuneration principles and structure and how executive pay aligns with pay for the wider workforce.

192175

Governance (continued)
Annual report on remuneration

The following section provides details of how the company’s 2020 remuneration policy was implemented during the year ended 30 June 2022,2023, and how the Remuneration Committee intends to implement the proposed remuneration policy in the year ending 30 June 2023.2024.

Single total figure of remuneration for Executive Directors
The table below details the Executive Directors’ remuneration for the year ended 30 June 2022.2023.

Ivan Menezes1
Lavanya Chandrashekar1
20222022202120212022202220212021

£ '000$ '000£ 000$ 000£ '000$ '000'000'000
Salary£1,277$1,699£1,231$1,661£733$975n/an/a
Benefits2
£133$177£82$111£429$571
Pension3
£209$278£306$413£103$138
Total fixed pay6
£1,619$2,153£1,619$2,185£1,265$1,684









Performance related pay








Annual incentive4
£2,413$3,209£2,308$3,115£1,320$1,755
Long-term incentives5
£3,850$5,120£2,092$2,825£131$174
Total variable pay6
£6,262$8,329£4,400$5,940£1,450$1,929
Total single figure of remuneration6
£7,881$10,482£6,019$8,125£2,716$3,613
Ivan Menezes(1) (2)
Debra Crew(1) (2)
Lavanya Chandrashekar(1)
202320232022202220232023202220222023202320222022
£ '000$ '000£ '000$ '000£ '000$ '000£ '000$ '000£ '000$ '000£ '000$ '000
Fixed pay
Salary (3)
£1,403$1,683£1,277$1,699£105$126n/an/a£831$997£733$975
Benefits (4)
£124$149£133$177£4$5n/an/a£53$63£429$571
Pension(5)
£—$—£209$278£10$13n/an/a£110$133£103$138
Total fixed pay(9)
£1,527$1,832£1,619$2,153£120$145n/an/a£993$1,193£1,265$1,684
Performance related pay
Annual incentive(6)
£1,019$1,223£2,413$3,209£79$95n/an/a£603$723£1,320$1,755
Long-term incentives(7)
£8,036$9,643£3,312$4,405£204$245n/an/a£286$343£121$161
Other incentives (8)
£0$0£0$0£0$0n/an/a£3$4n/an/a
Total variable pay(9)
£9,055$10,866£5,724$7,613£284$340n/an/a£892$1,070£1,440$1,916
Total single figure of remuneration(9)
£10,582$12,698£7,343$9,767£403$485n/an/a£1,885$2,263£2,706$3,599

1(1)Exchange rateThe amounts shown in US dollars are converted to sterling using the cumulative weighted average exchange rate for the respective financial year. For the year ended 30 June 2023, the exchange rate was £1 = $1.20 and for the year ended 30 June 2022, the exchange rate was £1 = $1.33 and for the year ended 30 June 2021 the exchange rate was £1 = $1.35.$1.33. Ivan Menezes, Debra Crew and Lavanya Chandrashekar are both paid in US dollars.
2(2)CEO transitionIvan Menezes' pay and benefits reflects time served in fiscal 2023 up to and including the date of his death-in-service, which was also his last day of employment (6 June 2023). Debra Crew's pay and benefits reflect the period 5 to 30 June 2023 only, following her appointment as interim CEO on 5 June 2023 and CEO and Executive Director on 8 June 2023.
(3)SalaryIvan Menezes' salary figure includes an amount of £42k in respect of untaken annual leave.
(4)BenefitsThe Benefits number includesbenefits numbers include the gross value of all taxable benefits. For Ivan Menezes, these include medical insurance (£15k)17k), company car allowance (£16k)17k), contracted car service (£11.5k)19k), financial counselling and tax return preparation (£86k)68k), product allowance, life and long-term disability cover. Debra Crew's benefits for the period 5 to 30 June include flexible benefits allowance (£1.2k), travel allowance (£798), tax return preparation (£1.4k), product allowance and life and long-term disability cover. Lavanya Chandrashekar's benefits include flexible benefits allowance (£18k)20k), travel allowance (£10k)11k), tax return preparation (£14.4k), product allowance and product allowance. £397k relates to one-time gross relocation costs following her relocation from the US to the UK in July 2021.life and long-term disability cover.
3(5)PensionPension benefits earned during the year representrepresents 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 beenwas a deferred member of the UK Diageo Pension Scheme (DPS) in the United Kingdom since 31 January 2012 and the United Kingdom pension amount that accrued over the two years in excess of inflation isover each of 2022 and 2023 under this scheme was nil. Lavanya Chandrashekar became a Director andDebra Crew started accruingto accrue benefits in the Supplemental Executive Retirement Plan (SERP) with effectfrom 1 October 2022. Lavanya Chandrashekar started accruing benefits in the SERP from 1 July 2021. The company pension contribution has been 14% of salary from 1 January 2023 for all Executive Directors, aligned to the rate for the UK workforce.Page 198182
4(6)Annual
incentive
The performance levels achieved forunder the financial measures underpinning thefiscal 23 annual incentive plan for the year ended 30 June 2022 resulted in an outcome of 100%32.5% of maximum for the financial elements of the plan, which represented 80% of the maximum incentive opportunity. Taking account of performance against individual objectives,Individual Business Objectives (IBOs), the annual incentive payout is 93.75%37.25% of maximum for Ivan Menezes, 35.38% of maximum for Debra Crew and 90.00%36.0% of maximum for Lavanya Chandrashekar. For Debra Crew, the 2023 amount reflects the period 5 to 30 June 2023 (as a proportion of the financial year).
In accordance with the 2020 remuneration policy,their elections to defer post-tax, one-third of Executive Director AIP after taxthe annual incentive for fiscal 23 shown in the table above for Debra Crew (which relates to the period 5 to 30 June 2023) and Lavanya Chandrashekar will be deferred into Diageoowned shares that will bewhich are held for a period of three years in a nominee account. The annual incentive for Ivan Menezes will be paid entirely in cash, the Committee having exercised discretion to waive the one-third deferral into shares (see page 190 for more details).
Page 194176
5(7)Long-term incentivesLong-term incentives represent the estimated gain (based on the average three-month ADR price to 30 June 2023 of $178.52) delivered through share options and performance shares where performance conditions have been met in the respective financial year. It also includes the value of additional shares earned in lieu of dividends on these vested performance shares. For Ivan Menezes, the 2023 long-term incentives amount comprises performance shares and share options awarded in 2020 and vesting at 98.7% and 77.5% of maximum respectively. For Debra Crew, the 2023 amount reflects the period 5 to 30 June (as a proportion of the three-year performance period). The 2020 performance shares and share options were granted before she became an Executive Director, and due to a slightly different vesting schedule for awards granted below the Board, vested at 98.8% and 77.5% of maximum respectively. Lavanya Chandrashekar's 2020 performance share award was also granted before she became an Executive Director and vested at 98.8% of maximum.
Of the 2023 long-term incentive amounts shown in the table above, £2,954k for Ivan Menezes, £67k for Debra Crew and £72k for Lavanya Chandrashekar related to share price appreciation over the fiscal 21 to fiscal 23 performance period.
For
2022, long-term incentives comprise performance shares and share options awarded in 2019 and due to vestthat vested in September 2022 at 59.3% and 61.5% of maximum respectively for Ivan Menezes. Lavanya Chandrashekar became an Executive Director on 1 July 2021. In 2019, before she became an Executive Director, Lavanya Chandrashekar was awarded a 2019 PSP award, which is due to vest in September 2022 at 59.8%.
£642k of the value reported above for Ivan
Menezes and £11k for Lavanya Chandrashekar related to share price appreciation over the performance period.
For 2021, long-term incentives comprise performance shares and share options awarded in 2018 that vested in September 2021 at 29.3% and 10% of maximum respectively, and dividend shares arising on
performance shares that vested in September 2021. Long-term incentivesat 59.8% for Lavanya Chandrashekar, including dividend equivalents on performance shares. 2020 long-term incentive amounts have been re-statedrestated to reflect the ADR share price on the vesting date of $195.47$175.09 instead of the average three-month ADR share price used in last year’s report of $186.00.$190.22.
Page 196178
176

Governance (continued)
6(8)Other incentivesOther incentives include the grant face value of awards made under the all-employee share plans. Awards do not have performance conditions attached.
(9)TotalsSome figures and sub-totals add up to slightly different amounts than the totals due to rounding.


193177

Governance (continued)
Looking back on 20222023
Annual incentive plan (AIP) payouts for 2023

AIP payout for the year ended 30 June 20222023

AIP payouts for all of the Executive Directors serving during the year are based 80% on performance against the group financial measures and 20% on performance against Individual Business Objectives (IBOs), as assessed by the Remuneration Committee and summarised in the table below.

Group financial measures1
MeasureWeightingThreshold
Target6
MaximumActualPayout
(% of total AIP opportunity)
Payout opportunity (% maximum)25 %50 %100 %
Net sales (% growth)2
26.6 %5.2 %8.2 %11.2 %21.4 %26.6 %
Operating profit (% growth)2
26.6 %8.0 %14.0 %20.0 %26.3 %26.6 %
Operating cash conversion3
26.6 %94.0 %99.0 %104.0 %105.1 %26.6 %
Full year performance for 1 July 2021 - 30 June 202280.0 %80.0 %
Net sales (% growth)2
26.6 %25.5 %31.3 %37.1 %39.3 %26.6 %
Operating profit (% growth)2
26.6 %38.1 %53.1 %68.0 %69.7 %26.6 %
Operating cash conversion3
26.6 %90.0 %100.0 %101.0 %110.5 %26.6 %
Half-year performance for 1 January 2021 - 30 June 202180.0 %80.0 %
Actual
Full-year net sales (% growth)2
16.0 %
Full-year operating profit (% growth)2
17.7 %
Full-year operating cash conversion3
110.5 %
Group financial measures(1)
MeasureWeightingThresholdTargetMaximumActualPayout
(% of total AIP opportunity)
Payout opportunity (% maximum)25 %50 %100 %
Net sales (% growth)(2)
26.7 %3.5 %6.5 %9.5 %6.5 %13.34 %
Operating profit (% growth)(2)
26.7 %2.5 %7.5 %12.5 %7.0 %12.67 %
Operating cash conversion(3)
26.7 %95.0 %100.0 %105.0 %93.3 %— 
Full year performance for 1 July 2022 - 30 June 202380.0 %26.00 %
194178

Governance (continued)
Individual business objectivesIndividual business objectivesIndividual business objectives
Measure (IBOs equally weighted) and targetMeasure (IBOs equally weighted) and targetWeightingResultPayout
(% of total AIP opportunity)
Measure (IBOs equally weighted) and targetWeightingResultPayout
(% of total AIP opportunity)
Ivan Menezes Chief ExecutiveIvan Menezes Chief Executive20 %13.75 %Ivan Menezes Chief Executive20.00 %11.25 %
Global Market Share Performance
- Grow or hold off-trade market share in 2/3rds of total net sales in measured markets.

We grew or held off-trade market share in over 85% of total net sales in measured markets.67.50 %
Positive drinking
Achieve improvement in Positive Drinking in fiscal 22
Launch revamped DRINKiQ platform in 46 countries and ensure campaigns to amplify awareness running in all markets.
Launch and amplify Wrong Side of the Road (WSOTR) Programme and educate 375,000 people on the dangers of drink driving.
Reach 450 million consumers with a dedicated responsible drinking message from Diageo and our brands.
DRINKiQ (our responsible drinking tool) is now available in 73 countries in 23 languages, with amplification campaigns running around the world. This achievement means we have reached our 2030 target of launching DRINKiQ in all of our markets.
WSOTR is a hard-hitting new programme to support changes in attitudes to drink driving globally. Despite the impacts from Covid-19 delaying and/or preventing campaign launches in multiple markets, the WSOTR Programme reached 500,415 people in 24 countries by the end of fiscal 22.
By the end of fiscal 22, we reached 456 million people with messages of moderation.
6.25 %
Global market share performance
Grow or hold total trade market share in 2/3rds of total net sales in measured markets.
Global market share performance
Grow or hold total trade market share in 2/3rds of total net sales in measured markets.
10.00 %We gained or held total trade market share in markets that total 70% of our net sales in fiscal 23(6)    5.00 %
Positive drinking
Continued improvement in Positive Drinking in fiscal 23
Educate 809,000 people on the dangers of underage drinking.
Progress towards a cumulative total of 1 billion people with dedicated responsible drinking messaging by 2030.
Help create a thriving hospitality sector post Covid-19 where responsible drinking is the norm by reaching 19,400 people by the end of fiscal 23 through skills building programmes.
Positive drinking
Continued improvement in Positive Drinking in fiscal 23
Educate 809,000 people on the dangers of underage drinking.
Progress towards a cumulative total of 1 billion people with dedicated responsible drinking messaging by 2030.
Help create a thriving hospitality sector post Covid-19 where responsible drinking is the norm by reaching 19,400 people by the end of fiscal 23 through skills building programmes.
10.00 %Positive drinking targets for fiscal 23 have been exceeded as set out below:
By the end of fiscal 23, we had educated just under 2 million people on the dangers of underage drinking, far exceeding the target.
The 2030 target of reaching 1 billion people with dedicated responsible drinking messaging has been met several years earlier than planned.
Significant achievement with Diageo markets across the world reaching 31,600 people with business and hospitality skills training.
6.25 %
Lavanya Chandrashekar Chief Financial OfficerLavanya Chandrashekar Chief Financial Officer20 %10.00 %Lavanya Chandrashekar Chief Financial Officer20.00 %10.00 %
Global Operating Margin
- Grow operating margin in line with overall AOP.
Achieved the overall financial performance of the company versus AOP in fiscal 22.
5.00 %
Transformation of Global Business Operations
Reduce time taken to set up customers and suppliers to increase speed to market and support growth.
Reduction of 30% in manual journal entries.
Improve Service Level Agreement (SLA) performance by resolving 80% of critical and high priority incidents within the specified SLA timeframe.
Significant progress made with the pilot market exceeding the target set and the global average time to set up customers substantially reduced from prior year. Technology solution designed to hit the target number of days to set up customers has been finalised and implementation was commenced in fiscal 22. Set up time for onboarding new suppliers has been reduced and the lead market has hit the supplier set up target in fiscal 22.
Approximate reduction in manual journal entries of 75%, exceeding the target.
Target exceeded, with 83% of combined critical and high priority incidents resolved within SLA timeframe in fiscal 22.
5.00 %
Global operating margin
Deliver Operating Margin in line with fiscal 23 Annual Operating Plan (AOP).
Global operating margin
Deliver Operating Margin in line with fiscal 23 Annual Operating Plan (AOP).
10.00 %Achieved a performance level just below AOP for fiscal 23.3.75 %
Finance Transformation
Reduce time taken to set up customers in specified markets, thereby increasing speed to market and supporting growth.
Reduce finance organisation costs (people and indirect) by £10 million.
Close 80% of audit management action plans on time.
Improve Service Level Agreement(SLA) performance by resolving 80% of both critical and high priority incidents within the specified SLA timeframe.
Finance Transformation
Reduce time taken to set up customers in specified markets, thereby increasing speed to market and supporting growth.
Reduce finance organisation costs (people and indirect) by £10 million.
Close 80% of audit management action plans on time.
Improve Service Level Agreement(SLA) performance by resolving 80% of both critical and high priority incidents within the specified SLA timeframe.
10.00 %There has been over delivery on the finance transformation milestones for fiscal 23 as follows:
Delivered a new integrated customer account solution into six markets making customer set up time faster than the target of 10 business days.
Delivered finance productivity savings of greater than £18m.
Closure of 100% of all audit management actions, where these were required.
SLA improvement target exceeded for high priority incidents and just under target for critical incidents.
6.25 %
Payout
Group
(weighted 80%)
IBO
(weighted 20%)
Total
(% max)
Total
(% salary)
Total
(’000)4 GBP
Total
 (’000) USD
Ivan Menezes4,5
80.0 %13.75 %93.75 %187.50 %£2,413 $3,209 
Lavanya Chandrashekar4,580.0 %10.00 %90.00 %180.00 %£1,320 $1,755 

1.Notes
The AIP payout for Debra Crew is based 80% on performance against the group financial measures as noted in the table at the top of this page and 20% on performance against IBOs. Debra Crew's IBOs for fiscal 23 related to her role as Chief Operating Officer (COO), prior to appointment as CEO late in the financial year following the death in service of Ivan Menezes. The first of two equally weighted IBOs for the COO role (growing or holding total trade market share in 2/3rds of total net shares in measured markets) was aligned to Ivan Menezes's goal and was achieved. Ms Crew's second IBO for the COO role was to grow value market share in North America Total Beverage Alcohol, whilst driving operating margin in line with Annual Operating Plan (AOP) targets and there was satisfactory delivery under this IBO. The resulting overall IBO outcome was 9.38% out of a total of 20%.

179

Governance (continued)
Payout
Group
(weighted 80%)
IBO
(weighted 20%)
Total
(% max)
Total
(% annual salary)
Total
(’000)4 GBP
Total
 (’000) USD
Ivan Menezes(4),(5)
26.0 %11.25 %37.25 %69.40 %£1,019 $1,223 
Debra Crew(4),(5)
26.0 %9.38 %35.38 %5.40 %£79 $95 
Lavanya Chandrashekar(4),(5)
26.0 %10.00 %36.00 %72.00 %£603 $723 

(1)     Performance against the AIP measures is calculated using 20222023 budgeted exchange rates and is measured on a currency-neutral basis.
2.(2)     For AIP purposes, the net salesNet Sales Value (NSV) growth and operating profit measuresOperating Profit (OP) growth are calculated on budgeted currency exchange rates, after adjustments for acquisitions and disposals and incorporateincorporates the new organic treatment of hyperinflationary economies.
3.(3)     For AIP purposes, Operating Cash Conversion (OCC) is calculated by dividing cash generated from operations excluding cash inflows/outflows in respect of exceptional items, dividends, maturing inventories and post-employment payments in excess of the amount charged to operating profit by operating profit before depreciation, amortisation, impairment and exceptional items. The measure incorporates the new organic treatment of hyperinflationary economies. The components of the ratio areis stated at the budgeted exchange rate for the year.
4.(4)     AIP payments are calculated using base salary as at 30 June 2022,2023, in line with the global policy that applies to other employees across the company. For Ivan Menezes, the payment reflects time employed in fiscal 23 up to and including 6 June 2023. For Debra Crew, the payment disclosed reflects the period 5 to 30 June, covering the period from appointment as interim CEO on 5 June 2023 to the end of the fiscal year and is based on her CEO salary which applied from 5 June 2023.
5.(5)     In accordance with the 2020 remuneration policy and their individual elections to defer post tax, one-third of Ivan Menezes’Debra Crew's and Lavanya Chandrashekar's AIP payment after tax AIP payout disclosed in the table above will be deferred into Diageo shares, thatwhich will be held for a period of three years in a nominee account. These shares will be acquired in September 2022. The2023 and the number of shares will be disclosed in the 20232024 remuneration report. The Committee waived the deferral requirement in respect of Ivan Menezes.
6     Internal(6)     Market share reflects internal estimates incorporating AC Nielsen, Association of Canadian Distillers, CGA, Dichter and Neira, Frontline, Intage, IRI, ISCAM, NABCA, Scentia, State Monopolies, TRAC, Ipsos and other third-party providers.
(7)     No discretion was exercised by the Remuneration Committee in determining the AIP outcome.
195180

Governance (continued)
Long-term incentive plans (LTIPs) vesting in 2023
Long-term incentive awards are made under the Diageo Long-Term Incentive Plan (DLTIP), which was approved by shareholders at the AGM in September 2014.2014, which will be presented for shareholder renewal at the AGM in September 2023. Awards are designed to incentivise Executive Directors and senior managers to deliver long-term sustainable performance and are subject to performance conditions measured over a three-year period. Awards are granted on an annual basis in both performance shares and share options. ForAwards granted to Executive Directors with the exception of the TSR measure, awards vest at 20% of maximum for threshold performance, and 100% of the award will vest if the performance conditions are met in full, with a straight-line payout between threshold and maximum.

Share options – granted in September 2019,2020, vesting in September 20222023
In September 2019,2020, Ivan Menezes and Debra Crew (although not an Executive Director at the time of grant) received share option awards over ADRs under the DLTIP, with an exercise price of $170.28.$133.88. The award was subject to a performance condition assessed over a three-year period based on the achievement of the following equally weighted performance measures:
Diageo’s three-yearRelative total shareholder return (TSR) ranked against the TSR of a peer group of international drinks and consumer goods companies; and
growth in compound annual adjusted profit before exceptional items and tax.Cumulative free cash flow (FCF)
The vesting profile for grants to Executive Directors for relative TSR is shown below:
TSR ranking (out of 17)Vesting (% max)
1st, 2nd or 3rd100 
4th95 
5th75 
6th65 
7th55 
8th45 
9th20 
10th or below
TSR peer group (16 companies)
AB InbevHeinekenPernod Ricard
Brown-FormanKimberly-ClarkProcter & Gamble
CarlsbergL'OréalReckitt Benckiser
The Coca-Cola CompanyMondelēz InternationalUnilever
Colgate-PalmoliveNestlé
Groupe DanonePepsiCo

Performance shares – awarded in September 2019,2020, vesting in September 20222023
In September 2019,2020, Ivan Menezes, Debra Crew and Lavanya Chandrashekar (although(Ms Crew and Ms Chandrashekar were not an Executive DirectorDirectors at the time of grant) received performance share awards under the DLTIP. Awards vest after a three-year period subject to the achievement of three equally weighted performance conditions outlined below:
Organic Net Sales Value (NSV) growth in compound annual adjusted profit before exceptional items and tax;(weighted 40%);
Profit Before Exceptional items and Tax (PBET) growth in organic net sales on a compound annual basis;(weighted 40%); and
cumulative adjusted free cash flow.ESG measures (water efficiency, carbon reduction, positive drinking & diversity & inclusion) weighted 20%.
Notional dividends accrue on awards and are paid out either in cash or shares on the number of shares which vest.

196181

Governance (continued)
Vesting outcome for 20192020 performance share and share option awards in September 20222023
For Ivan Menezes, the 2019The 2020 performance share award vested at 59.3%98.7% of maximum for Ivan Menezes and the 201998.8% of maximum for Debra Crew and Lavanya Chandrashekar. The 2020 share option awardoptions vested at 61.5%77.5% of the maximum for Ivan Menezes and Debra Crew, as detailed below:
Vesting of 2019 DLTIP5
WeightingThresholdMidpointMaximumActual
Vesting
(% maximum)
5
Vesting if performance achieved (% maximum)20 %60 %100 %
Organic net sales growth (CAGR)1
33 %3.75 %4.875 %6.0 %8.9 %33.3 %
Adjusted profit before exceptional items and tax (CAGR)2
33 %4.5 %7.5 %10.5 %8.8 %26.0 %
Cumulative free cash flow3
33 %£8,600m£9,100m£9,600m£8,271m0.0 %
Vesting of performance shares (% maximum)59.3 %
Adjusted profit before exceptional items and tax (CAGR)2
50 %4.5 %7.5 %10.5 %8.8 %39.0 %
Relative total shareholder return4
50 %9th3rd8th22.5 %
Vesting of share options (% maximum)61.5 %
Vesting of 2020 DLTIP(5)WeightingThresholdMidpointMaximumActual
Ivan Menezes vesting
(% maximum)
(5)
Debra Crew vesting
(% maximum)
(5)(6)
Lavanya Chandrashekar vesting
(% maximum)
(5)(6)
Vesting if performance achieved (% maximum)20%/25%60%/62.5%100 %
Organic net sales growth (NSV)(1)
40 %4.00 %6.000 %8.0 %14.5 %40.0 %40.0 %40.0 %
Profit before exceptional items and tax (PBET) growth(2)
40 %4.5 %8.3 %12.0 %16.5 %40.0 %40.0 %40.0 %
Carbon reduction (ESG)%0.0630.1030.1430.1475.0 %5.0 %5.0 %
Water efficiency (ESG)5 %6 %9 %11 %9 %3.7 %3.8 %3.8 %
Positive drinking (ESG)5 %0.75m1.0m1.25m2.2m5.0 %5.0 %5.0 %
Inclusion & diversity - % female leaders globally (ESG)3 %41 %42 %43 %44 %2.5 %2.5 %2.5 %
Inclusion & diversity - % ethnically diverse leaders globally (ESG)3 %38 %39 %40 %43 %2.5 %2.5 %2.5 %
Vesting of performance shares (% maximum)98.7 %98.8 %98.8 %
Cumulative free cash flow (FCF)(3)
50 %£6,200m£7,200m£8,200m£8,404m50.0 %50.0 %n/a
Relative total shareholder return(4)
50 %9th3rd7th27.5 %27.5 %n/a
Vesting of share options (% maximum)77.5 %77.5 %n/a
1.(1)    Net salesSales Value (NSV) growth is calculated on anbudgeted currency exchange rates, after adjustments for acquisitions and disposals and incorporates the organic basis consistent with the methodologytreatment of external reporting whichhyperinflationary economies.
(2)     Profit before exceptionals and tax growth is presented on a constant currency basis excludingand it excludes the impact of acquisitions and disposals and excluding any hyperinflation impact above the new organic treatment of hyperinflationary economies.
2.     The compound annual growth rate (CAGR) for profit before exceptional items and tax is based on the application of annual PBET growth rates in each of the individual years ended June 2020, June 2021 and June 2022 (using the year ended June 2019 as a base) excluding the impact of exchange, exceptional items, acquisition and disposals, share buyback programmes, and the post-employment net income/charges.disposals. The impact of hyperinflation on operating profit is considered under the same new organic methodology as for net sales while the impact on other lines (primarily on finance charges) is excluded. This metric also includes adjustment to exclude the fair value remeasurement of contingent considerations, earn out arrangements and biological assets and to exclude post-employment credits. Furthermore, the metric excluded the interest on current year’s share repurchase program (SRP) and excludes the year-over-year change of M&A related interest.
3.(3)    Cumulative free cash flowFCF is based on the aggregateoutcome for each of free cash flow for the three-yearthree years within the performance period, excluding the impact of exchange, cash flows frommeasured before exceptional items and on an FX neutral basis by adjusting actual outcomes back to the interest cost on share buyback programmes, acquisition and disposalsbase year exchange rates, and incorporates the new organic treatment of hyperinflationary economies. Furthermore, the cash flow impact of any material business development activities such as share repurchase programmes, acquisitions and disposals, which were not known and planned at the beginning of the vesting period, are excluded from the 3-year performance.
4.(4)    Relative Total Shareholder Returntotal shareholder return (TSR) is measured as the percentage growth in Diageo’s share price (assuming all dividends and capital distributions are re-invested) compared to the TSR of a peer group of 16 international drinks and consumer goods companies. TSR calculations are based on an averaging period of 6 months and converted to a common currency (US dollars). Calculation is performed and provided by Deloitte.FIT.
5.(5)     No discretion was exercised by the Remuneration Committee in determining the long-term incentive outcomes.

(6)    At the time of grant of the 2020 awards, Debra Crew and Lavanya Chandrashekar were not Executive Directors. The vesting schedule for awards granted to executives below the Board has a threshold vesting of 25% of maximum (62.5% at midpoint). Vesting outcomeat threshold for 2019 performance share award in September 2022 - award madeawards granted to Executive Directors is 20% of maximum (60.0% at midpoint). No options were granted to Lavanya Chandrashekar
For Lavanya Chandrashekar, in 2020 as she was not on the 2019 performance share award vested at 59.8% for employees below Executive Director level, which Lavanya Chandrashekar wasCommittee at the time of grant. The vesting outcome is different for Lavanya Chandrashekar (compared to Ivan Menezes) because below Executive Committee awards have a threshold vesting level of 25% for all measures apart from TSR. The midpoint is calculated on a straight-line basis from the threshold.

Vesting of 2019 DLTIP4
WeightingThresholdMidpointMaximumActual
Vesting
(% maximum)
4
Vesting if performance achieved (% maximum)25 %62.5 %100 %
Organic net sales growth (CAGR)1
33 %3.75 %4.875 %6.0 %8.9 %33.3 %
Adjusted profit before exceptional items and tax (CAGR)2
33 %4.5 %7.5 %10.5 %8.8 %26.5 %
Cumulative free cash flow3
33 %£8,600m£9,100m£9,600m£8,271m0.0 %
Vesting of performance shares (% maximum)59.8 %

1.    Net sales growth is calculated on an organic basis consistent with the methodology of external reporting which is presented on a constant currency basis excluding the impact of acquisitions and disposals and excluding any hyperinflation impact above the new organic treatment of hyperinflationary economies.
2.     The compound annual growth rate (CAGR) for profit before exceptional items and tax is based on the application of annual PBET growth rates in each of the individual years ended June 2020, June 2021 and June 2022 (using the year ended June 2019 as a base) excluding the impact of exchange, exceptional items, acquisition and disposals, share buyback programmes, and the post-employment net income/charges. The impact of hyperinflation on operating profit is considered under the same new organic methodology as for net sales while the impact on other lines (primarily on finance charges) is excluded.
3.     Cumulative free cash flow is the aggregate of free cash flow for the three-year period excluding the impact of exchange, cash flows from exceptional items, the interest cost on share buyback programmes, acquisition and disposals and incorporates the new organic treatment of hyperinflationary economie
4.    No discretion was exercised by the Remuneration Committee in determining the long-term incentive outcomes


197182

Governance (continued)
Summary of performance share awards and options vesting for Ivan Menezes and Lavanya Chandrashekar

AwardAward DateAwarded
(ADRs)
 Vesting
(% Max)
Vesting
(ADRs)
Option priceADR priceDividend Equivalent share
Estimated Value
(
1.(1)     The total long-term incentives value shown in the single figure of remuneration on page 119, outlined in more detail174 is split between performance shares and share options in the table above and is based on an average ADR price for the last three months of the financial year.fiscal year ($178.52).
(2)    The value of performance share awards and options awarded and vesting included in the table above for Debra Crew are pro-rata amounts reflecting the period from 5 to 30 June as a proportion of the three-year performance period, as shown in the single figure of remuneration on page 174. The 1,176 pro-rata performance shares awarded comprises 714 performance shares granted under the DLTIP (total award of 30,076 ADRs) and 462 performance shares granted under the DESAP (total award of 19,494 ADRs), which was granted in recognition of equity which was forfeited on joining Diageo. The pro-rata share options number reflects 714 share options granted under the DLTIP (total award of 30,076 ADRs)

In considering the vesting outcome of the 2020 DLTIP awards, the Remuneration Committee was especially cognisant of investor concerns around the potential risk of windfall gains following volatility in global stock markets at the time of grant as a result of the Covid-19 pandemic. The Committee considered a number of factors including share price movement over the performance period (up 26%), Diageo's underlying financial performance, historical award and vesting levels and absolute award value. The Committee noted that the 2020 DLTIP awards were made in September 2020 and, in line with usual Diageo practice, the number of awards granted was determined using a six-month average share price up to 30 June. This helps to smooth out share price volatility and, at $143.63 for the 2020 grants, the price used to calculate the awards was only around 10% lower than the prior year's price. The Committee considered Diageo’s overall business performance and value created for shareholders and other relevant factors over the period and determined that the outcomes were fair and appropriate and made no adjustment to the payouts. It also considered the level of difficulty of the targets set at a time of uncertainty and determined that the vesting outcome was consistent with Diageo's long-term performance and returns to shareholders. Diageo's compound annual growth in net sales and profit over this period have also been at the top end of the global peer group.
Pension
Pensions and benefits in the year ended 30 June 2022 2023

Benefits provisions for the Executive Directors are in accordance with the information set out in the Directors’ remuneration policy table.policy.

Pension arrangements
Ivan Menezes and Lavanya Chandrashekar are memberswas a member of the Diageo North America Inc. Supplemental Executive Retirement Plan (SERP), with an accrual rate of 20% of base salary until 1 January 2023 when it was reduced to 14% of base salary, until his date of death of 6 June 2023. Debra Crew and Lavanya Chandrashekar are members of the SERP with an accrual rate of 14% of base salary respectively during the year ended 30 June 2022. The accrual rate for Ivan Menezes was reduced from 30% to 20% of salary with effect 1 July 2019 and, in accordance with the 2020 remuneration policy, the company will reduce the accrual rate further to 14% of salary on 1 January 2023.
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, employeesDebra Crew and Lavanya Chandrashekar can withdraw the balance of the plan six months after leaving service (in the case of Ivan Menezes) or six months after leaving service or age 55, if later (inand the case of Lavanya Chandrashekar). The balance may be withdrawn in either a lump sum or five equal annual instalments, depending on the size of the balance.
Both
Ivan Menezes, Debra Crew and Lavanya Chandrashekar participated in the US Cash Balance Plan and the Benefit Supplemental Plan (BSP), until August 2012, 30 September 2022 and June 2021 respectively, and have accrued benefits under both plans. The Cash Balance Plan is a qualified funded pension arrangement. Employer contributions arewere 10% of pay capped at the Internal Revenue Service (IRS) limit. The BSP is a non-qualified unfunded arrangement; notional employer contributions arewere 10% of pay above the IRS limit. Interest (notional for the BSP) is credited quarterly on both plans.

Ivan Menezes was also a member of the Diageo Pension Scheme (DPS) in the United Kingdom between 1 February 1997 and 30 November 1999. The accrual of pensionable service ceased in 1999 but the linkage to salary remained until January 2012. Ivan Menezes has reached his normal retirement age in the DPS.

Upon death in service on 6 June 2023, a life insurance benefit of $3 million isbecame payable by the insurance provider for Ivan Menezes andMenezes. In the event of death in service, a lump sum of foursix times base salary is payable forto Debra Crew and Lavanya Chandrashekar.
183

Governance (continued)
The table below shows the pension benefits accrued by each Executive Director as at year end (or to date.6 June 2023 in the case of Ivan Menezes). The accrued United Kingdom benefits for Ivan Menezes are annual pension amounts, whereas the accrued US benefits for Ivan Menezes, Debra Crew and Lavanya ChandreshekarChandrashekar are one-off cash balance amounts.

30 June 202230 June 2021
Executive DirectorUK pension
£'000 p.a.
US benefit
£'000
UK pension
£'000 p.a.
US benefit
£'000
Ivan Menezes1
759,251757,645
Lavanya Chandrashekar2
Nil302Nil160

30 June 202330 June 2022
Executive DirectorUK pension
£'000 p.a.
US benefit
£'000
UK pension
£'000 p.a.
US benefit
£'000
Ivan Menezes(1)
759,563759,251
Debra Crew(2)
Nil761Nil761
Lavanya Chandrashekar(3)
Nil413Nil302
1.(1)    Ivan Menezes' US benefits are higher at 306 June 20222023 than at 30 June 20212022 by £1,606k. £369k£312k. £452k of which is due to pension benefits earned over the year (£209k(none of which is over and above the increase due to inflation – as reported in the single figure of remuneration, see page 193)139). £57k£103k of which is due to interest earned on his deferred US benefits over the year. 1,180kuntil his death in service and a reduction of (£243k) which is due to exchange rate movements over the year.
2. Lavanya Chandrashekar's(2)     Debra Crew's US benefits are higherthe same at 30 June 20222023 than at 30 June 2021 by £142k. £103kthe date of her appointment to interim CEO and Executive Director and CEO. The breakdown of this relates to £10k of which is due to pension benefits earned over the year (£103k(all of which is over and above the increase due to inflation – as reported in the single figure of remuneration, see page 193). £4k174), £1k of which is due to interest earned on her deferred US benefits over the year;year and
35k a reduction of (£11k) of which is due to exchange rate movements over the year.
(3) Lavanya Chandrashekar's US benefits are higher at 30 June 2023 than at 30 June 2022 by £111k. The breakdown of this relates to £122k of which is due to pension benefits earned over the year (£110k of which is over and above the increase due to inflation – as reported in the single figure of remuneration, see page 174), £7k of which is due to interest earned on her deferred US benefits over the year and a reduction of (£18k) of which is due to exchange rate movements over the year.

The Normal Retirement Age applicable to each Director’s benefits depends on the pension scheme, as outlined below.

198

Governance (continued)
Executive DirectorExecutive DirectorUK benefits
(DPS)
US benefits
(Cash Balance Plan)
US benefits
(BSP)
US benefits
(SERP)
Executive DirectorUK benefits
(DPS)
US benefits
(Cash Balance Plan)
US benefits
(BSP)
US benefits
(SERP)
Ivan MenezesIvan Menezes60656 months after leaving serviceIvan Menezes60656 months after leaving service
Debra CrewDebra Crewn/a656 months after leaving service, or age 55 if later6 months after leaving service, or age 55 if later
Lavanya ChandrashekarLavanya Chandrashekarn/a656 months after leaving service, or age 55 if later6 months after leaving service, or age 55 if laterLavanya Chandrashekarn/a656 months after leaving service, or age 55 if later6 months after leaving service, or age 55 if later

Long-term incentive awards made during the year ended 30 June 20222023

On 3 September 2021,2022, Ivan Menezes, Debra Crew and Lavanya Chandrashekar received awards of performance shares and market-pricemarket-priced share options under the DLTIP asbased on a percentage of base salary as outlined below. Ms Crew was not an Executive Director at the time of grant. The three-year period over which performance will be measured is 1 July 20212022 to 30 June 2024.2025.
The performance measures and targets for awards made in September 20212022 are outlined below. Net sales and profit before exceptional items and tax are key levers for driving top and bottom line growth. The free cash flow measure was selected because it represents a robust measure of cash performance consistent with typical external practice and is a key strategic priority. Total shareholder return, is the only relative performance measure under the plan, provides good alignment with shareholder interests and increases the leverage based on share price growth. Finally, the environmental, social and governance (ESG) measure (20% of total performance share award), which was introduced in 2020, reinforces the stretching and strategically important goals under the ‘Society 2030: Spirit of Progress’ ambition, Diageo’s 10-year action plan to help create an inclusive and sustainable world. The definition of the ESG measures is the same as the 2022 award, outlined in more detailwas set out on page 207.163 of the annual remuneration report for fiscal 22.

Performance sharesShare optionsPerformance sharesShare options
2021 DLTIPOrganic net sales growthOrganic profit before exceptional items and tax growthReduction in greenhouse gas emissionImprovement in water efficiencyChanged attitudes on dangers of underage drinking% Female leaders% Ethnically diverse leadersCumulative free cash flowRelative TSR
2022 DLTIP2022 DLTIPOrganic net sales growthOrganic profit before exceptional items and tax growthReduction in greenhouse gas emissionWater efficiencyChanged attitudes on dangers of underage drinking% Female leaders% Ethnically diverse leaders
Cumulative free cash flow(1)
Relative TSR
WeightingWeighting40 %40 %%%%2.5 %2.5 %50 %50 %Weighting40 %40 %%%%2.5 %2.5 %50 %50 %
Target rangeTarget range5% - 9%6.5% - 13.5%19.1% - 27.1%6.3% - 12.1%2.3m - 3.7m44% - 46%39% - 41%£7,450m - £9,250mMedian - upper quintileTarget range4.5% - 8.5%5% - 12%10.7% - 17.6%6.3% - 12.1%2.6m - 4.0m45% - 47%42% - 44%$10,175m - $12,569mMedian - upper quintile

1.The cumulative free cash flow (FCF) targets have been restated in USD following the change in reporting currency from fiscal 24 onwards (original GBP target range was £7,650m - £9,450m). More details can be found on page 41.
20% (25% for Ms Crew as the awards were made before she became an Executive Director) of DLTIP awards will vest at threshold, with vesting in a straight line up to 100% if the maximum level of performance is achieved. As explained in the remuneration policy, table, one performance share is deemed equal in value at grant to three share options.
Executive DirectorDate of grantPlanShare typeAwards made
during the year
Exercise
price
Face value
$'000
Face value
(% of salary)
Ivan Menezes03/09/2021DLTIP - share optionsADR36,675$194.75$6,417375 %
Ivan Menezes03/09/2021DLTIP - performance sharesADR36,675$6,417375 %
Lavanya Chandrashekar03/09/2021DLTIP - share optionsADR20,060$194.75$3,510360 %
Lavanya Chandrashekar03/09/2021DLTIP - performance sharesADR20,060$3,510360 %
184

Governance (continued)
Executive DirectorDate of grantPlanShare typeAwards made
during the year
Exercise
price
Face value
$'000
Face value
(% of salary)
Ivan Menezes02/09/2022DLTIP - share optionsADR33,845$176.95$6,610375 %
Ivan Menezes02/09/2022DLTIP - performance sharesADR33,845$6,610375 %
Debra Crew02/09/2022DLTIP - share optionsADR26,629$176.95$5,200360 %
Debra Crew02/09/2022DLTIP - performance sharesADR26,629$0.00$5,200360 %
Lavanya Chandrashekar02/09/2022DLTIP - share optionsADR18,512$176.95$3,615360 %
Lavanya Chandrashekar02/09/2022DLTIP - performance sharesADR18,512$3,615360 %

The proportion of the awards outlined above that will vest is dependent on the achievement of performance conditions and continued employment, and the actual value received may be nil. The vesting outcomes will be disclosed in the 2024 Annual Report.2025 annual remuneration report.

In accordance with the plan rules, the number of performance shares and share options granted under the DLTIP was calculated by using the average closing ADR price for the last six months of the preceding financial year ($174.97)195.29). This price is used to determine the face value in the table above. In accordance with the plan rules, the exercise price was calculated using the average closing ADR price of the three days preceding the grant date ($194.75)176.95). The ADR price on the date of grant was $195.97.

199185

Governance (continued)
Outstanding share plan interests
Plan nameDate of awardPerformance periodDate of vestingShare typeShare price on date of grantExercise price
Number of shares/options at 30 June 2021 1
GrantedVested/exercisedDividend Equivalent Shares releasedLapsedNumber of shares/options at 30 June 2022
Ivan Menezes
DLTIP – share options10
Sep 20152015-20182018ADR

$104.9329,895

29,895 

0
DLTIP – share options10
Sep 20162016-20192019ADR

$113.6639,734

39,734 

DLTIP – share options3
Sep 20172017-20202020ADR$134.06 14,09814,098
DLTIP – share options3
Sep 20182018-20212021ADR$140.89 42,84838,564 4,284
Total vested but unexercised share options in Ords2
73,528
DLTIP - share options4,5
Sep 20192019-20222022ADR$170.2838,827


38,827
DLTIP - share options6
Sep 20202020-20232023ADR$133.8843,377


43,377
DLTIP - share options7
Sep 20212021-20242024ADR$194.75036,675


36,675
Total unvested share options subject to performance in Ords2
475,516
DLTIP - performance shares8
Sep 20182018-20212021ADR$139.4142,84812,554 701 30,294 0
DLTIP - performance shares4,5
Sep 20192019-20222022ADR$174.7238,827


38,827
DLTIP - performance shares6
Sep 20202020-20232023ADR$133.7043,377


43,377
DLTIP - performance shares7
Sep 20212021-20242024ADR$195.97036,675


36,675
Total unvested shares subject to performance in Ords2
475,516
Lavanya Chandrashekar
DLTIP – share options3
Sep 20182018-20212021ADR$140.893,832

3,832
DLTIP – share options3
Sep 20182018-20212021ADR$140.891,0641,064
Total vested but unexercised share options in Ords2
19,584
DLTIP – share options7
Sep 20212021-20242024ADR$194.7520,060


20,060
Total unvested share options subject to performance in Ords2
80,240
DLTIP – performance sharesSep 20182018-20212021ADR$139.411,593503 28 1,090 0
DLTIP – performance shares4,5
Sep 20192019-20222022ADR$174.721,444


1,444
DLTIP – performance shares6
Sep 20202020-20232023ADR$133.701,827


1,827
DLTIP – performance shares7
Sep 20212021-20242024ADR$195.9720,060


20,060
Total unvested shares subject to performance in Ords2
93,324
DLTIP – restricted stock unitsSep 20182018-20212021ADR$139.41766766 0
DLTIP – restricted stock unitsSep 20182018-20212021ADR$139.4117741,774 0
DLTIP – restricted stock unitsSep 20192019-20222022ADR$174.7215671,567
DLTIP – restricted stock unitsSep 20202020-20232023ADR$133.70 2,6352,635
Total unvested shares not subject to performance in Ords2,9
16,808
Plan nameDate of awardPerformance periodYear of vestingAward calculation share priceExercise price
Number of shares/options at 30 June 2022 (1)
GrantedVested/exercisedDividend equivalent Shares releasedLapsedNumber of shares/options at 30 June 2023Share type
Ivan Menezes
DLTIP – share options(3)
Sep 20172017-20202020$134.06 14,098 14,098 ADR
DLTIP – share options(3)
Sep 20182018-20212021$140.89 4,284 4,284ADR
DLTIP – share options(3)
Sep 20192019-20222022$170.28 38,827 14,94923,878ADR
Total vested but unexercised share options in Ordinary shares(2)
169,040ORD
DLTIP - share options(4) (5) (9)
Sep 20202020-20232023$133.88 43,37743,377ADR
DLTIP – share options(6) (9) (11)
Sep 20212021-20242024$194.75 36,675 12,24824,427ADR
DLTIP - share options(7) (9) (11)
Sep 20222022-20252025$176.95 33,84522,57411,271ADR
Total unvested share options subject to performance in Ordinary shares(2)
316,300ORD
DLTIP - performance sharesSep 20192019-20222022$160.46 38,82723,0241,47615,8030ADR
DLTIP - performance shares(4) (5) (9)
Sep 20202020-20232023$143.63 43,377 43,377ADR
DLTIP - performance shares(6) (9)
Sep 20212021-20242024$174.97 36,675 12,24824,427ADR
DLTIP - performance shares(7) (9)
Sep 20222022-20252025$195.29 33,84522,57411,271ADR
Total unvested shares subject to performance in Ordinary shares(2)
316,300ORD
Debra Crew
DLTIP - share options(4) (5)
Sep 20202020-20232023$133.88 30,07630,076ADR
DLTIP – share options(6) (11)
Sep 20212021-20242024$194.75 27,019 27,019 ADR
DLTIP - share options(7) (11)
Sep 20222022-20252025$176.95 26,62926,629ADR
Total unvested share options subject to performance in Ordinary shares(2)
334,896ORD
DLTIP - performance shares(4) (5)
Sep 20202020-20232023$143.63 30,07630,076ADR
DLTIP - performance shares(6)
Sep 20212021-20242024$174.97 27,019 27,019 ADR
DLTIP - performance shares(7)
Sep 20222022-20252025$195.29 26,62926,629 ADR
DESAP - performance shares(4)(5)(8)
Sep 20202020-20232023$143.63 19,494 19,494 ADR
DESAP - performance shares(8)
Mar 20222023-20252026$197.06 8,796 8,796 ADR
DESAP - performance shares(8)
Mar 20222024-20262027$197.06 8,930 8,930 ADR
DESAP - performance shares(8)
Mar 20222025-20272028$197.06 8,930 8,930 ADR
Total unvested shares subject to performance in Ordinary shares(2)
519,496ORD
DESAP – restricted stock units (8)
Mar 20222027$197.06 8,7968,796ADR
DESAP – restricted stock units (8)
Mar 20222028$197.06 8,930 8,930 ADR
DESAP – restricted stock units (8)
Mar 20222029$197.06 8,9308,930ADR
Total unvested shares not subject to performance in Ordinary shares(2), (8)
106,624ORD
Lavanya Chandrashekar
DLTIP – share options(3)
Sep 20182018-20212021$140.89 3,8323,832ADR
DLTIP – share options(3)
Sep 20182018-20212021$140.89 1,0641,064ADR
Total vested but unexercised share options in Ordinary shares(2)
19,584ORD
DLTIP – share options(6) (11)
Sep 20212021-20242024$194.75 20,060 20,060 ADR
DLTIP – share options(7) (11)
Sep 20222022-20252025$176.95 18,51218,512ADR
Total unvested share options subject to performance in Ordinary shares(2)
154,288ORD
DLTIP – performance sharesSep 20192019-20222022$160.46 1,444 863 55 581 — ADR
DLTIP – performance shares(4) (5)
Sep 20202020-20232023$143.63 1,827 1,827 ADR
DLTIP – performance shares(6)
Sep 20212021-20242024$174.97 20,060 20,060 ADR
DLTIP – performance shares(7)
Sep 20222022-20252025$195.29 18,51218,512ADR
Total unvested shares subject to performance in Ordinary shares(2)
161,596ORD
DLTIP – restricted stock units (10)
Sep 20192019-20222022$160.46 1,567 1,567 1,567 — ADR
DLTIP – restricted stock units (10)
Sep 20202020-20232023$143.63  2,6352,635ADR
Total unvested shares not subject to performance in Ordinary shares(2),(10)
10,540ORD
1.1)     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 an expiry date of 10 years after the date of grant.
2.2)     ADRs have been converted to OrdsORDs (one ADR is equivalent to four ordinary shares) for the purpose of calculating the total number of vested and unvested shares and options.
3.3)     The total number of share options granted under the DLTIP in September 2017, 2018 and 20182019 showing as outstanding as at 30 June 20222023 are vested but unexercised share options.
4.(4)    Performance shares and share options granted under the DLTIP in September 20192020 and due to vest in September 20222023 are included here as unvested share awards subject to performance conditions, although the awards have also been included in the single figure of remuneration table onon page 193, 174, since the performance period ended during the year ended 30 June 2022.2023.
5.(5) Details of the performance conditions attached to DLTIP awards of performance shares and share options granted in 2019 are organic net sales growth (3.75%-6%), organic growth in profit before exceptional items and tax (4.5%-10.5%), cumulative free cash flow (£8,600m-£9,600m) and relative total shareholder return (median-upper quintile).
6.    Details of the performance conditions attached to DLTIP
DESAP awards of performance shares and share options granted in 2020 are organic net sales growth (4%-8%), organic growth in profit before exceptional items and tax (4.5%-12%), reduction in greenhouse gas emissions (6.3%-14.3% - 14.3%), improvement in water
186

Governance (continued)
efficiency (5.8% - 11.2%-11.2%), changing attitudes on dangers of underage drinking (0.75m-1.25m), % of female leaderleaders (41% - 43%-43%), % of ethnically diverse leaders (38% - 40%-40%), cumulative free cash flow (£6,200m-£8,200m) and relative total shareholder return (median-upper quintile).
7.
(6) Details of the performance conditions attached to DLTIP awards of performance shares and share options granted in 2021 are organic net sales growth (5%-9%), organic growth in profit before exceptional items and tax (6.5%-13.5%), reduction in greenhouse gas emissions (19.1%-27.1%), improvement in water efficiency (6.3% - 12.1%-12.1%), changing attitudes on dangers of underage drinking (2.3m-3.7m), % of female leaderleaders (44% - 46%-46%), % of ethnically diverse leaders (39% - 41%-41%), cumulative free cash flow (£7,450m-£9,250m)($10,058m-$12,488m) and relative total shareholder return (median-upper quintile).
8.
(7) Details of the performance conditions attached to DLTIP awards of performance shares and share options granted in 2022 are organic net sales growth (4.5%-8.5%), organic growth in profit before exceptional items and tax (5.0%-12.0%), reduction in greenhouse gas emissions (10.7%-17.6%), improvement in water efficiency (6.3%-12.1%), changing attitudes on dangers of underage drinking (2.6m-4.0m), % of female leaders (45%-47%), % ethnically diverse leaders (42%-44%), cumulative free cash flow ($10,175m-$12,569m) and relative total shareholder return (median-upper quintile).
(8) The performance shares awarded to Debra Crew in 2020 under the Diageo Exceptional Stock Award Plan (DESAP) were granted in recognition of equity which was forfeited on joining Diageo in 2020 and have the same performance measures and targets as the 2020 DLTIP performance shares (see footnote 5). Debra Crew was granted a number of performance shares and restricted stock units under the DESAP in March 2022 for incentive and retention purposes. The DESAP performance shares will vest based on a performance hurdle of winning or holding market share in at least 2/3rs of total NSV in measured markets over the respective three-year performance periods (F23-F25 for awards due to vest in September 2026, F24-F26 for awards due to vest in September 2027 and F25-F27 for awards due to vest in September 2028). The DESAP restricted stock units vest subject to continued employment up to the vesting date.
(9) In accordance with the policy and plan rules treatment on death-in-service, the 2020, 2021 and 2022 awards for Ivan Menezes must retain the net shares resulting from the award that vested (including dividend equivalent shares)early on 3 September 2021 until 3 September2 August 2023 under the post vesting retention period.
9.
based on an assessment of performance as at 30 June 2023. Further information can be found on page 190.
(10) Lavanya Chandrashekar was granted a number of restricted stock units prior to her appointment as CFO and joining the Board.
10.    On 14 September
(11) The Free Cash Flow (FCF) performance targets for both the 2021 Ivan Menezes exercised 23,229 share options under his 2015 award. The option price was $104.93 and 2022 DLTIP awards have been restated in USD following the share price at exercise was $193.55. On 15 September 2021, Ivan Menezes exercised the remaining 6,666 share options under his 2015 award. The option price was $104.93 and the share price at exercise was $192.04. Ivan Menezes also exercised 39,734 share options under 2016 award - the option price was $113.66 and the share price at exercise was $192.04.
change in functional currency. More details can be found on page 41.


200187

Governance (continued)
Directors’ shareholding requirements and share and other interests

The beneficial interests of the Directors who held office during the year ended 30 June 20222023 (and their connected persons) in the ordinary shares (or ordinary share equivalents) of the company are shown in the table below.


Ordinary shares or equivalent1,2


Ordinary shares or equivalent(1),(2)

26 July 202230 June 2022(or date of departure, if earlier)30 June 2021
(or date of appointment if later)
Shareholding requirement
(% salary)3
Shareholding at 26 July 2022
(% salary)
3
Shareholding requirement met26 July 202330 June 2023 (or date of cessation, if earlier)(or date of departure, if earlier)30 June 2022
(or date of appointment if later)
Shareholding requirement
(% salary)(3)
Shareholding at 25 July 2023
(% salary)
(3)
Shareholding requirement met
ChairmanChairmanChairman
Javier Ferrán7,9
307,522307,288254,242
Javier Ferrán(7)
Javier Ferrán(7)
310,720310,468307,288
Executive DirectorsExecutive DirectorsExecutive Directors
Ivan Menezes4,5,7
1,078,5661,145,894500 %3,093 %Yes
Lavanya Chandrashekar6,7
6,228400 %31 %No - to be met by July 2026
Ivan Menezes(4),(7)
Ivan Menezes(4),(7)
1,141,2341,078,566500 %2,728 %Yes
Debra Crew(7),(8)
Debra Crew(7),(8)
260n/a500 %%No - to be met by June 2028
Lavanya Chandrashekar (5),(6),(7)
Lavanya Chandrashekar (5),(6),(7)
11,11311,1096,228400 %47 %No - to be met by July 2026
Non-Executive DirectorsNon-Executive DirectorsNon-Executive Directors
Susan Kilsby7
2,6002,600
Susan Kilsby(7)
Susan Kilsby(7)
2,6002,6002,600
Melissa BethellMelissa Bethell2,668Melissa Bethell2,6682,66826.68
Valérie Chapoulaud-FloquetValérie Chapoulaud-Floquet2,0552,017Valérie Chapoulaud-Floquet2,0982,0982,055
Sir John ManzoniSir John Manzoni2,8702,816Sir John Manzoni2,9292,9292,870
Lady Mendelsohn5,0005,000
Lady Nicola MendelsohnLady Nicola Mendelsohn5,0005,0005,000
Alan StewartAlan Stewart7,1207,069Alan Stewart7,2697,2697,120
Ireena VittalIreena Vittal0Ireena Vittal
Karen Blackett8
0
Karen BlackettKaren Blackett

Notes
1.(1)     Each person listed beneficially owns less than 1% of Diageo’s ordinary shares. Ordinary shares held by Directors have the same voting rights as all other ordinary shares.
2.(2)     Any change in shareholding between the end of the financial year on 30 June 20222023 and the last practicable date before publication of this report, being 26 July 2022,2023, is outlined in the table above.
3.(3)     Both the shareholding requirement and shareholding at 26 July 20222023 are expressed as a percentage of base salary on 30 June 20222023 and calculated using ana three-month average share price for the year endedperiod ending 30 June 20222023 of £36.89.£35.11.
4.(4)     In addition to the number of shares reported in the table above, Ivan MenezesMenezes' estate holds 73,528169,040 vested but unexercised share options.
5.     Ivan Menezes 2021(5)     Lavanya Chandrashekar's 2022 Deferred Bonus Plan Shares (2,826 ADSs) is(1,698 ADRs) are included in histhe total share interests shown above.
6.(6)     In addition to the number of shares reported in the table above, Lavanya Chandrashekar holds 19,584 vested but unexercised share options.
7.(7)     Javier Ferrán, Ivan Menezes, Debra Crew, Lavanya Chandrashekar and Susan Kilsby have share interests in ADRs (one ADR is equivalent to four ordinary shares); the. The share interests in the table are stated as ordinary share equivalents.
8.     Karen Blackett(8)    Debra Crew joined the Board on 1 June 2022.
9. With regard to Javier Ferrán, includedDiageo in the number2020 and her first tranche of shares reportedDiageo share awards will vest in the table above are 180,000 ordinary shares which Javier Ferrán transferred to his daughters as a gift during the financial year. While his daughters are not his connected persons, he has a power of attorney to make investment decisions to buy and sell shares on behalf of his daughters.
September 2023.


201188

Governance (continued)
Relative importance of spend on pay
The graphgraphs below illustratesillustrate the relative importance of spend on pay (total remuneration of all group employees) compared with distributions to shareholders (total dividends plus the share buyback programme but excluding transaction costs), and the percentage change from the year ended 30 June 20212022 to the year ended 30 June 2022.2023. There are no other significant distributions or payments of profit or cash flow

Relative importance of spend on pay – percentage change

Distributions to shareholders
127.3%(21.5)%
deo-20220630_g108.jpg
13194139545372
Staff pay
13.2%1.9%
deo-20220630_g109.jpg
13194139545376


Chief ExecutiveCEO total remuneration and TSR performance
The graph below shows the total shareholder return for Diageo plc and the FTSE 100 Index since 30 June 20122013 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 a widely recognised performance benchmark for large companies in the United Kingdom.

deo-20220630_g110.jpgDIA024_02_Workiva_Governance-chart3.jpg

202

Governance (continued)
Ivan Menezes(1)
£'000
F14
Ivan Menezes(1)
£'000
F15
Ivan Menezes(1)
£'000
F16
Ivan Menezes(1)
£'000
F17
Ivan Menezes1
£'000
F18
Ivan Menezes(1)
£'000
F19
Ivan Menezes(1)
£'000
F20
Ivan Menezes(1)
£'000
F21
Ivan Menezes(1)
£'000
F22
Ivan Menezes(1)
£'000
F23
Debra Crew(1)
£'000
F23
Chief Executive total remuneration (includes legacy DLTIP awards)7,3123,8884,1563,3998,99511,7762,2736,0197,34310,582403
Annual incentive(2)
%44 %65 %68 %70 %61 %0.0 %94 %93.75 %37.25 %35.38 %
Share options(2)
71 %%%%60 %73 %27.5 %10.0 %61.5 %77.5 %77.5 %
Performance shares(2)
55 %33 %31 %%70 %89 %10.0 %29.3 %59.3 %98.7 %98.8 %
Paul S Walsh £'000
F13
Ivan Menezes1
£'000
F14
Ivan Menezes1
£'000
F15
Ivan Menezes1
£'000
F16
Ivan Menezes1
£'000
F17
Ivan Menezes1
£'000
F18
Ivan Menezes1
£'000
F19
Ivan Menezes1
£'000
F20
Ivan Menezes1
£'000
F21
Ivan Menezes1
£'000
F22
Chief Executive total remuneration (includes legacy LTIP awards)15,5577,3123,8884,1563,3998,99511,7762,2736,0197,881
Annual incentive2
51 %%44 %65 %68 %70 %61.0 %%93.75 %93.75 %
Share options2
100 %71 %%%%60 %73.1 %27.5 %10.0 %61.5 %
Performance shares2
95 %55 %33 %31 %%70 %89.3 %10.0 %29.3 %59.3 %
1.1)     To enable comparison, Ivan Menezes’ and Debra Crew's single total figure of remuneration has been converted into sterling using the average weighted exchange rate for the relevant financial year. The figure represented in the graph for fiscal 23 is the combined single figure total for Ivan Menezes and Debra Crew.
2.(2)     % of total maximum opportunityopportunity.

189

Governance (continued)
PayRemuneration for Directors in the context of wider workforce remunerationand CEO pay ratio
Alignment of Executive pay with the wider workforce
There is clear alignment in the approach to pay for executives and the wider workforce in the way that remuneration principles are followed, as well as the mechanics of the salary review process and incentive plan design, which are broadly consistent throughout the organisation. There is a strong focus on performance-related pay, and the performance measures under the annual incentive plan and long-term incentive plan are the same for executives and other eligible employees. The reward package for Executive Directors is consistent with that of the senior management population, however, a much higher proportion of total remuneration for the Executive Directors is linked to business performance, compared to the rest of the employee population. The Chairman also explains the Directors' remuneration policy to employees and seeks their feedback as part of the workforce engagement sessions.
The structure of theour reward package for the wider employee populationpackages is based on the principle that it should enable Diageo to attract and retain the best talent globally within our broader industry. It is driven by local market practice, as well as the level of seniority and accountability, reflecting the global nature of our business. Diageo is committed to fostering an inclusive and diverse workplace, and creating a culture where every individual can thrive. Reflective of this, pay parity and consistency of treatment for all employees are critical to the reward practices across the organisation. The reward framework is regularly reviewed to ensure employees are rewarded fairly and appropriately, in line with the business strategy, performance outcomes, competitive paid market practice and our diversity agenda.

During the year, the Chairman explained the directors' remuneration policy and alignment with wider workforce pay to employees as part of the workforce engagement sessions.

Remuneration Committee review of wider workforce pay
Each year, the Remuneration Committee has a detailed session reviewing wider workforce remuneration. In fiscal 23, the review focussed on the prior year’s annual reward cycle outcomes, including improvements made to base pay competitive positions, the level of differentiation across our reward programmes, gender pay equity analysis, how cost-of-living challenges were addressed and how we have used reward structures to attract talent in key skills areas. The all-employee reward priorities for the coming year were also reviewed by the Committee. Information on wider workforce reward is also provided as required throughout the year to enable the Committee to consider the broader employee context when making executive remuneration decisions, for example the annual salary increase budgets by country.

Supporting our employees
We continue to focus on all aspects of the wellbeing of our employees. Early in fiscal 2023, we made a one-time recognition payment of £1,000 gross (capped at 15% of local equivalent annual salary) to thank employees for their ongoing efforts and support them with the rising cost of living in many locations. Since then, the Executive Committee has continued to monitor the cost-of-living in all our geographies using a formal monitoring process and has implemented actions as required, for example off-cycle salary increases in 16 high-inflation geographies. We have also provided financial education to all employees to support them in managing their personal finances more effectively.
Other reward based initiatives include the roll out of a new recognition platform into North America and the UK, with more regions planned for fiscal 24. We have deployed global support for menopause, including a global app for employees.
We continue to innovate with market leading benefit policies that support and demonstrate our commitment to diversity and inclusion, including increasing the provision of fertility support and personal counselling. We have continued to evolve our flexible working policy, creating guidelines to empower employees and leaders to decide how, when and where they create their best work, making sure our people consider what works best for the individual's and team's success.
The renewed focus on our employee assistance programmes continued with the deployment of a global mental health online tool in November 2022. This enables employees to proactively manage their mental health and covers key topics like sleep, diet, relationships and managing stress. To date the tool has been downloaded by over 4.7k employees, which is 19% of the global population.

CEO pay ratio
In accordance with The Companies (Miscellaneous Reporting) Regulations 2018, the table on the next pagebelow sets out Diageo’s CEO pay ratios for the year ended 30 June 2022.2023. These CEO pay ratios provide a comparison of the Chief Executive’s total remuneration, comprising the sum of both Ivan Menezes and Debra Crew's total single figure of remuneration, converted into sterling, with the equivalent remuneration for the employees paid at the 25th (P25), 50th (P50) and 75th (P75) percentile of Diageo’s workforce in the United Kingdom. Also shown are the salary and total remuneration for each quartile employee.


190

Governance (continued)
YearMethod
25th25th percentile pay ratio
Median pay ratio
75th75th percentile pay ratio
20192023
Option A2(2)
265:232:1208:178:1166:137:1
2023Total pay and benefits£47,295£61,733£80,159
2023Salary£33,137£44,398£54,679
20202022 1(1)
Option A2(2)
146:1114:190:1
2021
Option A(2)
127:1100:179:1
2020
Option A(2)
50:138:131:1
20212019
Option A2(2)
127:265:1100:208:179:166:1
2022Option A2157:1122:196:1
2022Total pay and benefits£50,260 £64,627 £81,888 
2022Salary£30,765 £43,920 £52,833 
1.     2021(1)     2022 CEO pay ratios have been updated to reflect the value of the updated 20212022 single figure which incorporates long-term incentives based on the actual share price at vesting, rather than the average share price in the last three months of the financial year which had been used for the 20212022 disclosure.
2.(2)     Only people employed in the United Kingdom and with the same number of contractual working hours throughout the full 12-month period have been included in the calculation. Inclusion of employees outside of this group would require a complex simulation of full-time annual remuneration based on a number of assumptions and would not have a meaningful impact on the ratio.


203

Governance (continued)
Methodology
Consistent with the approach for Diageo’s disclosure in previous years, the methodology used to identify the employees at each quartile for 20222023 is Option A, as defined in the regulations. We believe this is the most robust and accurate approach, and is in line with shareholder expectations.
Total full-time equivalent remuneration for employees reflects all pay and benefits received by an individual in respect of the relevant year and has, other than where noted below, been calculated in line with the methodology for the ‘single figure of remuneration’ for the Chief Executive (shown on page 193 174of this report). The total remuneration calculations were based on data as at 30 June 2022.2023. Actual remuneration was converted into the full-time equivalent for the role and location by pro-rating earnings to reflect full-time contractual working hours and these figures were then ranked to identify the employees sitting at the percentiles. To ensure that the total remuneration for the selected median, 25th and 75th percentile employee is sufficiently representative of those positions, we calculated the total remuneration for a number of employees above and below each of the selected median, 25th and 75th percentile UK employees and used the median value. In light of financial performance outcomes being signed off close to the publication of the Annual Report, the Diageo Group Business Multiple –business multiple, which is applicable to the majority of UK employees, has been used to calculate all payments under the annual incentive, although some employees may receive a variation on this multiple in practice. Pension values for each employee are not calculated on an actuarial basis as for the Chief Executive, but rather as the notional cost of the company’s pension contribution during the financial year, according to the relevant section of the pension scheme for each individual. This approach allows meaningful data for a large group of people to be obtained in a more efficient way.

Points to note for the year ended 30 June 20222023
Strong business performance in the year ended 30 June 2022 is reflected in the payoutDiageo has delivered a strong set of results for fiscal 23 during a period of volatility, however payouts under the annual incentive plansplan both for Diageo’s Chief Executive and the wider UK workforce.workforce are lower than the prior two years which saw double digit growth in organic net sales and operating profit. The annual incentive plan outcome is directly linked to awards made under the Freeshares scheme, which all UK employees are eligible to participate in. The median remuneration and resulting pay ratio for 20222023 are consistent with the pay and progression policies for Diageo’s UK employees as a whole and reflect the impact of performance-related pay on total remuneration for the year. As the Chief Executive has a larger proportion of histheir total remuneration linked to business performance than other employees in the UK workforce, the ratio has increased versus last year due to a significantly higher performance outcome under the 2019 long term incentive2020 long-term incentives which vested this year, compared to the 20182019 awards which vested last year.year which has more than made up for the lower bonus outcome this year and resulted in a higher value used for the Chief Executive's remuneration. However, total remuneration for employees is reduced by the lower bonus outcome for fiscal 23 relative to fiscal 22.

Supporting our people and investing in talent
191

Our focus remains firmly on the wellbeing of our employees and in the year ended 30 June 2022, we continued to provide stability and support to our workforce. Recently, we launched our Global Wellbeing Philosophy, outlining our commitment to creating an environment where people can thrive, along with practical frameworks and tools to support our people in managing their wellbeing. In addition to local wellbeing initiatives, such as free Wellbeing Day and Mental Health capability programmes, we are designing our new office spaces with Wellbeing at the heart. For example, our new Global Headquarters in Soho, London is equipped with wellness and fitness classes and a quiet multi-faith room.
Governance (continued)
We remain committed to attracting and retaining the right talent. We carefully monitor our total remuneration levels for all roles to ensure we are paying competitively and appropriately. Our incentive plans are designed to be easily understood and reward our people for supporting the delivery of key strategic milestones. Benefits such as competitive pension schemes, the opportunity to participate in employee share-ownership schemes, a product allowance to help employees enjoy Diageo products, generous leave policies, healthcare and life insurance remain key parts of our total reward offering.
Towards the end of fiscal 22, the Diageo Executive Committee considered the impact that the volatile macro-economic environment was having on the cost of living around the world. In addition to continuing to put in place support and tools to help employees be at their best and promote positive mental, physical and financial wellbeing, it was decided to give all Diageo employees below Executive Committee level a one-time, special recognition payment of £1,000 gross (capped at 15% of local equivalent annual salary) as a thank you for their contribution and commitment through challenging times. The Executive Committee will continue to monitor the macro-economic environment and impact on employees.

Change in pay for Directors compared to wider workforce
The table below shows the percentage change in Directors’ remuneration and average remuneration of employees on an annual basis. Given the small size of Diageo plc’s workforce, data for all employees of the group has also been included.

204

Governance (continued)
Year-on-year change in pay for Directors compared to the global average employee
202220212020
SalaryBonusBenefitsSalaryBonusBenefitsSalaryBonusBenefits
Plc employee average1
11.1 %25.8 %10.5 %5.1 %N/A38.8 %7.5 %(100)%9.0 %
Average global employee2
6.4 %38.4 %11.7 %0.0 %278.8 %12.6 %5.3 %(68)%6.9 %
Executive Directors3
Ivan Menezes8
2.3 %4.4 59.5 %0.7 %
N/A5
(10.7)%2.7 %(100)%0.8 %
Lavanya Chandrashekar
N/A5
N/A5
N/A5
N/A5
N/A5
N/AN/AN/AN/A
Non-Executive Directors4
Melissa Bethell2.3  16.0 N/A5     
Valérie Chapoulaud-Floquet6
   N/A5     
Javier Ferrán (Chairman)8.3 % 28.8 %0.0 %— 0.0 %0.0 %— 0.0 %
Susan Kilsby7
3.8 % 300.0 %9.6 %— (87.7)%37.3 %— 68.9 %
Sir John Manzoni6
   — — — — — — 
Lady Mendelsohn2.3 % 0.0 %3.2 %— 0.0 %3.3 %— 0.0 %
Alan Stewart4.7 % 0.0 %2.4 %— 0.0 %2.5 %— 0.0 %
Ireena Vittal6   — — — — — — 
Karen BlackettN/A5 N/A5— — — — — — 
2023202220212020
SalaryBonusBenefitsSalaryBonusBenefitsSalaryBonusBenefitsSalaryBonusBenefits
Plc employee average(1)
9.0 %(61.3 %)(7.2 %)11.1 %25.8 %10.5 %5.1 %
N/A(5)
38.8 %7.5 %(100.0 %)9.0 %
Average global employee(2)
12.9 %(41.6 %)17.0 %6.4 %38.4 %11.7 %— 278.8 %12.6 %5.3 %(67.8)6.9 %
Executive Directors(3)
Ivan Menezes(6)
   2.3 %4.4 %59.5 %0.7 %
N/A(5)
-10.7 %2.7 %-100.0 %0.8 %
Debra Crew(5)
N/A(5)
N/A(5)
N/A(5)
N/A(5)
N/A(5)
N/A(5)
N/A(5)
N/A(5)
N/A(5)
N/A(5)
N/A(5)
N/A(5)
Lavanya Chandrashekar2.3 %(58.8 %)(89.4 %)
N/A(5)
N/A(5)
N/A(5)
N/A(5)
N/A(5)
N/A(5)
N/A(5)
N/A(5)
N/A(5)
Non-Executive Directors(4)
Melissa Bethell (7)
3.0 % 10.1 %2.3 %— 16.0 %
N/A(5)
— — — — — 
Karen Blackett (5)
N/A(5)
 
N/A(5)
N/A(5)
— 
N/A(5)
— — — — — — 
Valérie Chapoulaud-Floquet (7)
3.0 % 108.5 %— — — 
N/A(5)
— — — — — 
Javier Ferrán (Chairman)2.3 % (22.4 %)8.3 %— 28.8 %0.0 %— 0.0 %0.0 %— 0.0 %
Susan Kilsby (7)
2.6 % 125.7 %3.8 %— 300.0 %9.6 %— (87.7 %)37.3 %— 68.9 %
Sir John Manzoni (7)
3.0 % 20.0 %— — — — — — — — — 
Lady Mendelsohn3.0 % 0.0 %2.3 %— 0.0 %3.2 %— 0.0 %3.3 %— 0.0 %
Alan Stewart3.2 % 0.0 %4.7 %— 0.0 %2.4 %— 0.0 %2.5 %— 0.0 %
Ireena Vittal (7)
3.0 % 734.0 %— — — — — 0.0 %— — 0.0 %

1.(1) Around 5060 UK-based employees are employed by Diageo plc. Their remuneration has been calculated in line with the approach used for the CEO pay-ratio calculation and the average year-on-year change has been reported. Only those employed during the full financial year have been included in calculations.
2.(2) Calculated by dividing staff cost related to salaries, bonus and benefits by the average number of employees on a full-time equivalent basis, as disclosed in note 3c to the financial statementstatements under staff costs and average number of employees on page 233,211, but reduced to account for the inclusion of Executive Directors in reported figures. The salary, bonus and benefits cost data used for calculation are subsets of the Wages and salaries figure disclosed in this note. The salary data used for this calculation has been adjusted to exclude costs related to severance payments which are included in staff costs, and last year’s disclosure has been updated in line with this for consistency. In line with the approach for Directors, the bonus values used for the calculation reflect the bonus earned in relation to performance during the relevant financial year.
3.(3) Calculated using the data from the single figure table in the annual report on remuneration (page 193)174) in US dollars, as bothreflecting payment currency for Ivan Menezes, Debra Crew and Lavanya Chandrashekar are paid in this currency.Chandrashekar.
4.(4) Calculated using the fees and taxable benefits disclosed under non-executive directors’Non-Executive Directors’ remuneration in the table on the next page.page 192. Taxable benefits for non-executive directorsNon-Executive Directors comprise a product allowance as well as expense reimbursements relating to attendance at Board meetings, which may be variable year-on-year. In the year ended 30 June 2021, no travel expenses were incurred as travel was restricted as a result of the pandemic.vary year-on-yea
5.(5) N/A refers to a nil value in the previous year or an incomplete prior year, meaning that the year-on-year change cannot be calculated.
6. No(6) The year-on-year percentage change in pay has been reported for Valérie Chapoulaud-Floquet, Sir John Manzoni and Ireena VittalIvan Menezes for 2023 is not included as there is no comparable remuneration datawe are not reporting full year values for the year ended 30 June 2021 as they joined the Board mid F21.2023.
7.(7) The percentage increase in benefits for Susan Kilsby reflects an increase travel expenses.
8. The percentage increasevalue in benefits for Ivan Menezes reflectsfiscal 23 relates to an increase in tax support services.travel expenses due to more in-person meetings taking place in fiscal 23.

Payments to former Directors
A payment was madeThere were no payments to Kathryn Mikells at the start offormer Directors in the year ended 30 June 2022 as described below. These details were previously disclosed in the 2021 Directors' remuneration report.2023.

Payments for loss of office
As reported last year, Kathryn Mikells left the company on 30 June 2021. In accordance with the approved 2020 remuneration policy and her service contract which provided for a 12-month notice period, Kathryn Mikells received halfDetails of the payment in lieu of the remainder of her notice period (six months and twelve days) in July 2021 in respect ofSir Ivan Menezes' salary, benefits and pension ($362,174). No further payments were made as a resultbonus payable up to and including the date of Kathryn Mikells taking up alternativehis death, which was also his last day of employment (announced(6 June 2023) are set out in the single total figure table on 19 July 2021). 201Thepage 174. The time pro-rated bonus is based on full year performance and is payable at the normal time entirely in cash, the Committee alsohaving exercised its discretion to waive the one-third payment in deferred shares. Sir Ivan’s deferred bonus shares from fiscal 21 and fiscal 22 vested on the date of death in accordance with the plan rules and the remuneration policy, to prorate to the leaving date allrules.
Sir Ivan’s unvested long-term incentive awards granted in 2020, 2021 and 2022 vested early on 2 August 2023 in accordance with the treatment under the plan rules on death-in-service, subject to an assessment against the performance measures and time pro-rating. The Committee exercised its discretion under the policy to slightly extend the time pro-rating from 6 to 30 June 2023 on compassionate grounds to reflect the full fiscal 23 year. The 2020 award vested based on actual performance measured over the full three-year period to 30 June 2023 as disclosed on pages 178 and 180. The 2021 and 2022 awards vested subject to an assessment by the Committee against the performance measures as at 30 June 2023. Sir Ivan was originally awarded 36,675 PSP and 36,675 SESOP options in 2021 which were each time pro-rated to 24,427 awards. In SeptemberThe 2021 PSP award vested at 81.2% and the 2021 SESOP award vested at 10.0%. The 2022 Kathryn's 2019 performance sharesawards (33,845 PSP awards and share options are due33,845 SESOP awards) were each time pro-rated to vest11,271 awards and vested at 59.3%48.0% (PSP) and 61.5% respectively with a0.0% (SESOP). The total estimatedvesting value of $2.16m. Thesethe 2021 and 2022 awards remain subjectwas $3,693k and $987k respectively, calculated based on the average Diageo ADR share price over the three months from 1 April 2023 to a subsequent30 June 2023 of $178.52. The Committee has chosen not to disclose the detail of performance relative to the targets set for each performance measure for the 2021 and 2022 awards, measured over the shortened period, on the basis that the information is regarded as commercially sensitive. SESOP options will be
192

Governance (continued)
exercisable for 24 months from the date of death (already vested options) and the date of vesting (options vesting early on 2 August 2023), the Committee having exercised discretion to extend from 12 months to give the estate sufficient time to exercise the options. The two-year post-vesting holding period. Theperiods will not apply and the post-employment shareholding requirement policy appliesfalls away.
Sir Ivan’s 2006 employment contract provided for lifetime medical cover for Sir Ivan and his spouse on a period of two years post-exit, requiring Kathryn to hold Diageo shares equal to 400% of salary until 30 June 2022 and 200% of salary until 30 June 2023.s 204-205In linecost sharing basis with internal policies and the remuneration policy,company. The lifetime medical cover will continue for Sir Ivan’s surviving spouse, the company supported Kathryn Mikells with the cost of her repatriation backwhich for the first year is $12,381, based on 2023 rates. The company will continue to the United States. Thisprovide tax support amounted to a grossed up value of £200,000. Further costs included shipping costs of £23,507, £7,640 in flights and £12,000 of legal support. Kathryn Mikells will also be provided with tax return preparation support for a period of up to three years following her departure (up to a maximum costannual amount of £15,000 per annum).£28,000 (excl. VAT) for fees incurred in connection with UK and US tax return submissions up to and including the 2023 US tax return and the 2023/24 UK tax return, which are the final returns required to be submitted on behalf of Sir Ivan before tax filings become a matter for his estate. Upon death-in-service, a life assurance benefit of $3 million became payable by the insurance provider and Sir Ivan’s pension benefits will be treated in accordance with the terms of the relevant pension plans.





205193

Governance (continued)
Non-Executive Directors

Fee policy
Javier Ferrán’s fee as non-executive Chairman was increased by 3% from £600,000£650,000 per annum to £650,000£670,000 on 1 July 2021. This was a planned increase for 1 January 2020 that was deferred, at the Chairman’s request, due to the Covid-19 pandemic. There had been no prior increase since his appointment on 1 January 2017.October 2022. The Chairman’s fee is appropriately positioned against our comparator group of FTSE 30 companies excluding financial services. The Executive Directors and the Chairman also approved an increase in the base fee for non-executive directorsNon-Executive Directors of 3% (from £98,000£101,000 to £101,000) and an increase in the Audit and Remuneration Committee Chair fees from £30,000 to £35,000,£104,000), effective 1 October 2021.2022.


January 2022January 2021

January 2023January 2022
Per annum feesPer annum fees£'000Per annum fees£'000
Chairman of the BoardChairman of the Board650600Chairman of the Board670650
Non-Executive DirectorsNon-Executive Directors

Non-Executive Directors

Base feeBase fee10198Base fee104101
Senior Non-Executive DirectorSenior Non-Executive Director3030Senior Non-Executive Director3030
Chairman of the Audit CommitteeChairman of the Audit Committee3530Chairman of the Audit Committee3535
Chairman of the Remuneration CommitteeChairman of the Remuneration Committee3530Chairman of the Remuneration Committee3535

remuneration for Non-Executive Directors’ remuneration for the year ended 30 June 20222023



Fees £'000
Taxable benefits1 £'000
Total £'0004Fees £'000
Taxable benefits £'000(1)
Total £'000(4)


202220212022202120222021202320222023202220232022
ChairmanChairman

Chairman
Javier Ferrán2
65060021652601
Javier Ferrán(2)
Javier Ferrán(2)
66565012666652
Non-Executive DirectorsNon-Executive Directors

Non-Executive Directors
Melissa BethellMelissa Bethell10310021105102
Karen Blackett(3)
Karen Blackett(3)
103 811049
Valérie Chapoulaud-FloquetValérie Chapoulaud-Floquet103100105113105
Susan KilsbySusan Kilsby16415851169159Susan Kilsby168164115179169
Melissa Bethell100 981110299
Valérie Chapoulaud-Floquet100495110550
Sir John ManzoniSir John Manzoni100741110275Sir John Manzoni10310021105102
Lady MendelsohnLady Mendelsohn100981110299Lady Mendelsohn10310011104102
Alan StewartAlan Stewart13412811135129Alan Stewart13813411139135
Ireena VittalIreena Vittal100731110274Ireena Vittal103100101113102
Karen Blackett3
8n/an/a9n/a
1.(1)    Taxable benefits include a product allowance and expense reimbursements relating to travel, accommodation and subsistence in connection with attendance at Board meetings during the year, which are deemed by HMRC to be taxable in the United Kingdom. The amounts in the single total figure of total remuneration table above include any tax gross-ups on the benefits provided by the company on behalf of the Directors. Non-taxable expense reimbursements have not been included in the single figure of remuneration table above.
2.(2)     £100,000 of Javier Ferrán’s net remuneration in the year ended 30 June 20222023 was used for the monthly purchase of Diageo ordinary shares, which mustwill be retained until he retires from the company or ceases to be a Director for any other reason.
3.(3)     Karen Blackett was appointed to the Board on 1 June 2022.
4.(4)     Some figures add up to slightly different totals due to rounding.


206
194

Governance (continued)
Looking ahead to 20232024

Salary increases and pension reductions for the year ending 30 June 20232024

In May 2022, theThe Remuneration Committee reviewed base salaries for senior managementExecutive Committee members and agreed the following increasesincrease for the Chief Executive and Chief Financial Officer, effective 1 October 2022.2023.
On 1 January 2023, Ivan Menezes pension contributionDebra Crew's salary for the CEO role became effective when she was appointed as interim CEO on 5 June 2023. Her next salary review will reduce from 20% of base salary to 14%be in line with the wider workforce.October 2024.


Ivan MenezesLavanya Chandrashekar

Debra CrewLavanya Chandrashekar
Salary at 1 October ('000)Salary at 1 October ('000)2022202120222021Salary at 1 October ('000)2023202220232022
Base salaryBase salary$1,763$1,711$1,004$975Base salary$1,750n/a$1,044$1,004
% increase (over previous year)% increase (over previous year)3 %%3 %— % increase (over previous year)n/an/a4 %

Annual incentive design for the year ending
30 June 20232024
The measures and targets for the annual incentive plan are reviewed annually by the Remuneration Committee and are carefully chosen to drive financial and individual business performance goals related to the company’s short-term strategic operational objectives. The plan design for Executive Directors infor the year ending 30 June 20232024 will comprise the following performance measures and weightings (no change from last year), with targets set for the full financial year:
net sales (% growth) (26.67% weighting): a key performance measure of year-on-year top line growth;
operating profit (% growth) (26.67% weighting): stretching profit targets drive operational efficiency and influence the level of returns that can be delivered to shareholders through increases in share price and dividend income not including exceptional items or exchange;
operating cash conversion (26.67% weighting): ensures focus on efficient cash delivery by the end of the year; and
individual business objectives (20% weighting): measurable deliverables that are specific to the individual and are focussed on supporting the delivery of key strategic objectives.

The Committee has discretion to adjust the payout to reflect underlying business performance and any other relevant factors.
Details of the targets for the year ending 30 June 20232024 will be disclosed retrospectively in next year’s annual report on remuneration, by which time they will no longer be deemed commercially sensitive by the Board.
The annual incentive opportunity for Executive Directors will remain consistent with prior years, equal to 100% of base salary at target, with a maximum opportunity of 200% of base salary.
Long-term incentive awards to be made in the year ending 30 June 20232024
The long-term incentive plan measures are reviewed annually by the Remuneration Committee and are selected to reward long-term consistent performance in line with Diageo’s business strategy and to create alignment with the delivery of value for shareholders. The Committee has ensured that the incentive structure for senior management does not raise environmental, social and governance risks by inadvertently motivating irresponsible behaviour. As per last year, DLTIP awards to be made in September 20222023 will comprise awards of both performance shares and share options, based on stretching targets against the key performance measures as outlined in the table below,on page 195, assessed over a three-year performance period. The relative total shareholder return measure is based on the same constituent group and vesting schedule as outlined on page pag196.e 179.
The performance share element of the DLTIP applies to the Executive Committee and the top level of senior leaders across the organisation worldwide, whilst the share option element is applicable to a much smaller population comprising only members of the Executive Committee. One market price performance-based option is valued at one-third of a performance share.
The ESG measure comprisesmeasures in the DLTIP comprise four goals reflecting the 'Society‘Society 2030: Spirit of Progress'Progress‘ strategy, to make a positive impact on the environment and society. Each goal is weighted equally:
reduction in greenhouse gas emissions;emissions in our direct operations (scope 1&2);
improvement in the water efficiency;efficiency index;
number of people who confirmedconfirm changed attitudes to the dangers of underage drinking after participating in a Diageo supportedDiageo-supported education programme; and
inclusion and diversity metric (one measure on %(percentage of female leaders globally and another measure on %percentage of ethnically diverse leaders globally).
From fiscal 24, the water efficiency KPI under the 'Society 2023: Spirit of Progress' goals will use an index approach which links directly to the underlying water efficiency of the two production pillars of distillation and brewing & packaging. This methodology is described further on page 79 and the water efficiency component of the 2023 DLTIP awards reflects the updated 'Society 2030: Spirit of Progress' KPI.

Awards are calculated on the basis of a six-month average share price for the period ending 30 June 2022.2023.
It is intended that a DLTIP award to the equivalent of 500% of base salary will be made to Ivan MenezesDebra Crew in September 2022,2023, comprising 375% of salary in performance shares and the equivalent of 125% of salary in market price performance-based share
195

Governance (continued)
options. It is intended that a DLTIP award to the equivalent of 480% of salary will be made to Lavanya Chandrashekar in September 2022,2023, comprising 360% of salary in performance shares and the equivalent of 120% of salary in market price share options. In performance share equivalents;equivalents, one market price option is valued at one-third of a performance share.


207

Governance (continued)
The table below summarises the annual DLTIP awards to Ivan MenezesDebra Crew and Lavanya Chandrashekar to be made in September 2022.2023.
Grant value (% salary)Chief ExecutiveChief Financial Officer
Performance share equivalents (1 share: 3 options)
Performance shares375 %360 %
Share options125 %120 %
Total500 %480 %


Performance conditions for long-term incentive awards to be made in the year ending 30 June 20232024
Performance sharesShare optionsPerformance sharesShare options
Organic profit before exceptional items and tax (CAGR)Environmental, social & governance (ESG)Organic profit before exceptional items and tax (CAGR)Environmental, social & governance (ESG)
Organic net sales (CAGR)
Greenhouse gas reduction1
Water efficiencyPositive drinking% Female leaders% Ethnically diverse leadersVesting scheduleRelative Total Shareholder ReturnCumulative free cash flow (£m)Vesting scheduleOrganic net sales (CAGR)Greenhouse gas reduction
Water efficiency index (1)
Positive drinking% Female leaders% Ethnically diverse leadersVesting scheduleRelative Total Shareholder Return
Cumulative free cash flow ($m) (2)
Vesting schedule
Weighting (% total)Weighting (% total)40 %40 %%%%2.5 %2.5 %100 %50.0 %50.0 %100 %Weighting (% total)40 %40 %%%%2.5 %2.5 %50.0 %50.0 %
MaximumMaximum8.5 %12.0 %17.6 %12.1 %4.0m47 %44 %100 %3rd and above£9,450100 %Maximum8.0 %11.5 %25.9 %8.3 %4.2m49 %46 %100 %3rd and above$12,600100 %
MidpointMidpoint6.5 %8.5 %14.2 %9.2 %3.3m46 %43 %60 %— £8,55060 %Midpoint6.0 %8.0 %21.9 %6.0 %3.5m48 %45 %60 %— $11,00060 %
ThresholdThreshold4.5 %5.0 %10.7 %6.3 %2.6m45 %42 %20 %9th and above£7,65020 %Threshold4.0 %4.5 %17.9 %3.7 %2.8m47 %44 %20 %9th and above$9,40020 %

1.(1Further context for)     For more information on the 2022 long-term incentive greenhouse gas reductionwater efficiency index, see pages 193 and 100.
(2)     The cumulative free cash flow targets is set outare shown in USD following the change in functional currency from GBP to USD from fiscal 24. More details on this can be found on page 45.41.
208196

Governance (continued)
Additional information

Emoluments and share interests of senior management
The total emoluments for the year ended 30 June 2022 of the Executive Directors and the Executive Committee members (together, the senior management) of Diageo comprising base salary, annual incentive plan, share incentive plan, termination payments and other benefits were £23.9 million (2021 – £24.9 million).
The aggregate amount of gains made by the senior management from the exercise of share options and from the vesting of awards during the year was £19.1 million. In addition, they were granted 718,092 performance-based share options under the Diageo Long-Term Incentive Plan (DLTIP) during the year at a weighted average share price of 3,609 pence, exercisable by 2031. In addition, they were granted 435 options over ordinary shares under the UK savings-related share options scheme (SAYE). They were also awarded 680,438 performance shares under the DLTIP in September 2021, which will vest in three years subject to the relevant performance conditions. A further award of 142,977 restricted shares subject to performance, and 127,867 restricted shares not subject to performance were also granted during the year.
Senior management options over ordinary shares
At 26 July 2022, the senior management had an aggregate beneficial interest in 1,842,518 ordinary shares in the company and in the following options over ordinary shares in the company:
Number of optionsWeighted average exercise price (£)Exercise period
Ivan Menezes549,04430.672020-2031
Lavanya Chandrashekar99,82433.732021-2031
Other1
1,349,93530.142015-2031
1.     Other members of the Executive Committee

Key management personnel related party transactions
Key management personnel of the group comprises the Executive and Non-Executive Directors, the members of the Executive Committee and the Company Secretary.

Diageo plc has granted rolling indemnities to the Directors and the Company Secretary, uncapped in amount, in relation to certain losses and liabilities which they may incur in the course of acting as Directors or Company Secretary (as applicable) of Diageo plc or of one or more of its subsidiaries. These indemnities continue to be in place at 30 June 2022.2023.

Other than disclosed in this report, no Director had any interest, beneficial or non-beneficial, in the share capital of the company. Save as disclosed above, no Director has or has had any interest in any transaction which is or was unusual in its nature, or which is or was significant to the business of the group and which was effected by any member of the group during the financial year, or which having been effected during an earlier financial year, remains in any respect outstanding or unperformed. There have been no material transactions during the last three years to which any Director or officer, or 3% or greater shareholder, or any spouse or dependent thereof, was a party. There is no significant outstanding indebtedness to the company from any Directors or officer or 3% or greater shareholder.

Statutory and audit requirements
This report was approved by a duly authorised Committee of the Board of Directors and was signed on its behalf on 2731 July 20222023 by Susan Kilsby who is Chair of the Remuneration Committee.

The Board has followed the principles of good governance as set out in the UK Corporate Governance Code and complied with the regulations contained in the Schedule 8 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, the Listing Rules of the Financial Conduct Authority and the relevant schedules of the Companies Act 2006.

The Companies Act 2006 and the Listing Rules require the company’s auditor to report on the audited information in their report and to state that this section has been properly prepared in accordance with these regulations.

The Directors'annual remuneration report (excluding the policy) is subject to shareholder approvalan advisory vote by shareholders at the AGM on 6 October 2022; terms28 September 2023. The Directors' remuneration policy is subject to a binding vote by shareholders at the AGM on 28 September 2023 Terms defined in this Directors' remuneration report are used solely herein.
209197

Governance (continued)
Directors’ report

The Directors present the Directors’ report for the year ended 30 June 2022.2023.

Company status
Diageo plc is a public limited liability company incorporated in England and Wales with registered number 23307 and registered office and principal place of business at 16 Great Marlborough Street, London W1F 7HS, United Kingdom. It is the ultimate holding company of the group, a full list of whose subsidiaries, partnerships, associates, joint ventures and joint arrangements is set out in Notenote 10 to the financial statements set out on pages 200-204224-229 of the UK Annual Report.

Directors
The Directors of the company who currently serve are shown in the section ‘Board of Directors’ on pages 145-146
and 147127-130 in accordance with the UK Corporate Governance Code, all the Directors will retire by rotation at the AGM and offer themselves for re-election. Further details of Directors’ contracts, remuneration and their interests in the shares of the company at 30 June 20222023 are given in the Directors’ remuneration report. The Directors’ powers are determined by UK legislation and Diageo’s articles of association. The Directors may exercise all the company’s powers provided that Diageo’s articles of association or applicable legislation do not stipulate that any powers must be exercised by the members.

Auditor
The auditor, PricewaterhouseCoopers LLP, is willing to continue in office and a resolution for its re-appointment as auditor of the company will be submitted to the AGM.

Disclosure of information to the auditor
In accordance with sectionSection 418 of the Companies Act 2006, the Directors who held office at the date of approval of this Directors’ report confirm that, so far as they are each aware, there is no relevant audit information of which the company’s auditor is unaware; and each Director has taken all reasonable steps to ascertain any relevant audit information and to ensure that the company’s auditor is aware of that information.

Corporate governance statement
The corporate governance statement, prepared in accordance with rule 7.2 of the Financial Conduct Authority’s Disclosure Guidance and Transparency Rules, comprises the following sections of the Annual Report: the ‘Corporate governance report’, the ‘Audit Committee report’ and the ‘Additional information for shareholders’.

Significant agreements – change of control
The following significant agreements contain certain termination and other rights for Diageo’s counterparties upon a change of control of the company. Under the partners agreement governing the company’s 34% investment in Moët Hennessy SAS (MH) and Moët Hennessy International SAS (MHI), if a Competitor (as defined therein) directly or indirectly takes control of the company (which, for these purposes, would occur if such Competitor acquired more than 34% of the voting rights or equity interests in the company), LVMH Moët Hennessy – Louis Vuitton SA (LVMH) may require the company to sell its interests in MH and MHI to LVMH.
The master agreement governing the operation of the group’s market-level distribution joint ventures with LVMH states that if any person acquires interests and rights in the company resulting in a Control Event (as defined) occurring in respect of the company, LVMH may within 12 months of the Control Event either appoint and remove the chairman of each joint venture entity governed by such master agreement, who shall be given a casting vote, or require each distribution joint venture entity to be wound up. Control Event for these purposes is defined as the acquisition by any person of more than 30% of the outstanding voting rights or equity interests in the company, provided that no other person or entity (or group of affiliated persons or entities) holds directly or indirectly more than 30% of the voting rights in the company.




210198

Governance (continued)
Related party transactions
Transactions with related parties are disclosed in note 21 to the consolidated financial statements.

Major shareholders
At 30 June 2022,2023, the following substantial interests (3% or more) in the company’s ordinary share capital (voting securities) had been notified to the company:
ShareholderNumber of ordinary sharesPercentage
of issued ordinary share (excluding treasury shares)
Date of notification of interest
BlackRock Investment Management (UK) Limited (indirect holding)147,296,9285.89 %3 December 2009
Capital Research and Management Company (indirect holding)124,653,0964.99 %28 April 2009
Massachusetts Financial Services Company (indirect holding)114,036,6464.95 %1 June 2022
(i) 1.On 13 February 2022,2023, BlackRock Inc. filed an Amendment to Schedule 13G with the SEC in respect of the calendar year ended 31 December 2010, reporting that, as of December 31, 2021, 173,739,0882022, 190,024,658 ordinary shares representing 7.5%8.4% of the issued ordinary share capital were beneficially owned by BlackRock Inc. and its subsidiaries (including BlackRock Investment Management (UK) Limited).
(ii) 2.On 28 February 2022,2023, Massachusetts Financial Services Company filed an Amendment to Schedule 13G with the SEC in respect of the calendar year ended 31 December 2018, reporting that, as of December 31, 2021, 142,776,3692022, 118,813,187 ordinary shares representing 6.1%5.2% of the issued ordinary share capital were beneficially owned by Massachusetts Financial Services Company.

The company has not been notified of any other substantial interests in its securities since 30 June 2022.2023. The company’s 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 a subsequent date result in a change of control of the company.

As at the close of business on 2926 July 2022, 321,284,9152023, 324,354,320 ordinary shares, including those held through American Depositary Shares ("ADSs")(ADSs), were held by approximately 2,6802,678 holders (including American Depositary Receipt ("ADR")(ADR) holders) with registered addresses in the United States, representing approximately 12.68%14.43% of the outstanding ordinary shares (excluding treasury shares). At such date, 80,253,31381,014,846 ADSs were held by 2,2622,224 registered ADR holders. Since certain of such ordinary shares and ADSs are held by nominees or former GrandMetGrand Metropolitan PLC or Guinness Group PLCplc ADR holders who have not re-registered their ADSs, the number of holders may not be representative of the number of beneficial owners in the United States or the ordinary shares held by them.

Employment policies
A key strategic imperative of the company is to attract, retain and grow a pool of diverse, talented employees. Diageo recognises that a diversity of skills and experiences in its workplace and communities will provide a competitive advantage. To enable this, the company has various global employment policies and standards, covering such issues as resourcing, data protection, human rights, dignity at work, health, safety and wellbeing. These policies and standards seek to ensure that the company treats current or prospective employees justly, solely according to their abilities to meet the requirements and standards of their role and in a fair and consistent way. This includes giving full and fair consideration to applications from prospective employees who are disabled, having regard to their aptitudes and abilities, and not discriminating against employees under any circumstances (including in relation to applications, training, career development and promotion) on the grounds of any disability. In the event that an employee, worker or contractor becomes disabled in the course of their employment or engagement, Diageo aims to ensure that reasonable steps are taken to accommodate their disability by making reasonable adjustments to their existing employment or engagement.

Trading market for shares
Diageo plc ordinary shares are listed on the London Stock Exchange (LSE) and on the Dublin Euronext and Paris Euronext Exchanges.. Diageo ADSs, representing four Diageo ordinary shares each, are listed on the New York Stock Exchange (NYSE). Diageo plc completed the voluntary delisting of its shares from the Dublin Euronext and Paris Euronext Exchanges by 30 May 2023. The principal trading market for the ordinary shares is the LSE. Diageo shares are traded on the LSE’s electronic order book. Orders placed on the order book are displayed on-screen through a central electronic system and trades are automatically executed, in price and then time priority, when orders match with corresponding buy or sell orders. Only member firms of the LSE, or the LSE itself if requested by the member firm, can enter or delete orders on behalf of clients or on their own account. All orders are anonymous. Although use of the order book is not mandatory, all trades, whether or not executed through the order book and regardless of size, must be reported within three minutes of execution, but may be eligible for deferred publication.
The Markets in Financial Instruments Directive (MiFID) allows for delayed publication of large trades with a sliding scale requirement based on qualifying minimum thresholds for the amount of consideration to be paid/the proportion of average daily turnover (ADT) of a stock represented by a trade. Provided that a trade/consideration equals or exceeds the qualifying minimum size, it will be eligible for deferred publication ranging from 60 minutes from time of trade to three trading days after time of trade. Fluctuations in the exchange rate between sterling and the US dollar will affect the US dollar equivalent of the sterling price of the ordinary shares on the LSE and, as a result, will affect the market price of the ADSs on the NYSE. In addition, such fluctuations will
199

Governance (continued)
affect the US dollar amounts received by holders of ADSs on conversion of cash dividends paid in pounds sterling on the underlying ordinary shares.
211

Governance (continued)

American depositary shares

Fees and charges payable by ADR holders
Citibank N.A. serves as the depositary (Depositary) for Diageo’s ADS programme. Pursuant to the deposit agreement dated 14 February 2013 between Diageo, the Depositary and owners and holders of ADSs (the Deposit Agreement), ADR holders may be required to pay various fees to the Depositary, and the Depositary may refuse to provide any service for which a fee is assessed until the applicable fee has been paid. In particular, the Depositary, under the terms of the Deposit Agreement, shall charge a fee of up to $5.00 per 100 ADSs (or fraction thereof) relating to the issuance of ADSs; delivery of deposited securities against surrender of ADSs; distribution of cash dividends or other cash distributions (i.e. sale of rights and other entitlements); distribution of ADSs pursuant to stock dividends or other free stock distributions, or exercise of rights to purchase additional ADSs; distribution of securities other than ADSs or rights to purchase additional ADSs (i.e. spin-off shares); and depositary services. Citibank N.A. is located at 388 Greenwich Street, New York, New York, 10013, United States. In addition, ADR holders may be required under the Deposit Agreement to pay the Depositary (a) taxes (including applicable interest and penalties) and other governmental charges; (b) registration fees; (c) certain cable, telex, and facsimile transmission and delivery expenses; (d) the expenses and charges incurred by the Depositary in the conversion of foreign currency; (e) such fees and expenses as are incurred by the Depositary in connection with compliance with exchange control regulations and other regulatory requirements; and (f) the fees and expenses incurred by the Depositary, the custodian, or any nominee in connection with the servicing or delivery of ADSs. The Depositary may (a) withhold dividends or other distributions or sell any or all of the shares underlying the ADSs in order to satisfy any tax or governmental charge and (b) deduct from any cash distribution the applicable fees and charges of, and expenses incurred by, the Depositary and any taxes, duties or other governmental charges on account.

Direct and indirect payments by the Depositary
The Depositary reimburses Diageo for certain expenses it incurs in connection with the ADR programme, subject to a ceiling set out in the Deposit Agreement pursuant to which the Depositary provides services to Diageo. The Depositary has also agreed to waive certain standard fees associated with the administration of the programme. Under the contractual arrangements with the Depositary, Diageo has received approximately $2.3$2.6 million arising out of fees charged in respect of dividends paid during the year and a fixed contribution to the company’s ADR programme costs. These payments are received for expenses associated with non-deal road shows, third partythird-party investor relations consultant fees and expenses, Diageo’s cost for administration of the ADR programme not absorbed by the Depositary and related activities (e.g. expenses associated with the AGM), travel expenses to attend training and seminars, exchange listing fees, legal fees, auditing fees and expenses, the SEC filing fees, expenses related to Diageo’s compliance with US securities law and regulations (including, without limitation, the Sarbanes-Oxley Act) and other expenses incurred by Diageo in relation to the ADR programme.

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 Diageo’s articles of association (as adopted by special resolution at the Annual General Meeting on 28 September 2020) and applicable English law concerning companies (the Companies Acts), in each case as at 2726 July 2022.2023. This summary is qualified in its entirety by reference to the Companies Acts and Diageo’s articles of association. Investors can obtain copies of Diageo’s articles of association by contacting the Company Secretary at the.cosec@diageo.com. 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
Diageo’s articles of association provide for a board of directors, consisting (unless otherwise determined by an ordinary resolution of shareholders) of not fewer than three directors and not more than 25 directors, in which all powers to manage the business and affairs of Diageo are vested. Directors may be elected by the members in a general meeting or appointed by the Board. At each annual general meeting, all the directors shall retire from office and may offer themselves for re-election by members. 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 rights
Voting on any resolution at any general meeting of the company is by a show of hands unless a poll is duly demanded. On a show of hands,
(a) every shareholder who is present in person at a general meeting, and every proxy appointed by any one shareholder and present at a general meeting, has/have one vote regardless of the number of shares held by the shareholder (or, subject to (b), represented by the proxy), and
200


(b) every proxy present at a general meeting who has been appointed by more than one shareholder has one vote regardless of the number of shareholders who have appointed himhim/her or the number of shares held by those shareholders, unless hehe/she has been instructed to vote for a resolution by one or more shareholders and to vote against the resolution by one or more shareholders, in which case hehe/she has one vote for and one vote against the resolution.
212

Governance (continued)
On a poll, every shareholder who is present in person or by proxy has one vote for every share held by that shareholder, but a shareholder or proxy entitled to more than one vote need not cast all hishis/her 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 a right 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.
Diageo’s 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 Diageo’s articles of association, resolutions relating to the disapplication of pre-emption rights, and resolutions modifying the rights of any class of Diageo’s shares at a meeting of the holders of such class.
An ordinary resolution requires the affirmative vote of a simple majority of the votes cast by those entitled to vote at a meeting at which there is a quorum 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 a meeting at which there is a quorum in order to be passed. The necessary quorum for a meeting of Diageo is a minimum of two shareholders present in person or by proxy and entitled to vote.

A shareholder is not entitled to vote at any general meeting or class meeting in respect of any share held by them if they have been served with a restriction notice (as defined in Diageo’s articles of association) after failure to provide Diageo with information concerning interests in those shares required to be provided under the Companies Acts.

Pre-emption rights and new issues of shares
While holders of ordinary shares have no pre-emptive rights under Diageo’s articles of association, the ability of the Directors to cause Diageo to issue shares, securities convertible into shares or rights to shares, otherwise than pursuant to an employee share scheme, is restricted. Under the Companies Acts, the directors of a company are, with certain exceptions, unable to allot any equity securities without express authorisation, which may be contained in a company’s articles of association or given by its shareholders in a general meeting, but which in either event cannot last for more than five years. Under the Companies Acts, Diageo may also not allot shares for cash (otherwise than pursuant to an employee share scheme) without first making an offer to existing shareholders to allot such shares to them on the same or more favourable terms in proportion to their respective shareholdings, unless this requirement is waived by a special resolution of the shareholders.

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, if not so held, must be cancelled immediately upon completion of the purchase, thereby reducing the amount of Diageo’s issued share capital.

Restrictions on transfers of shares
The Board may decline to register a transfer of a certificated Diageo share unless the instrument of transfer (a) is duly stamped or certified or otherwise shown to the satisfaction of the Board to be exempt from stamp duty, and is accompanied by the relevant share certificate and such other evidence of the right to transfer as the Board may reasonably require, (b) is in respect of only one class of share and (c) if to joint transferees, is in favour of not more than four such transferees. Registration of a transfer of an uncertificated share may be refused in the circumstances set out in the uncertificated securities rules (as defined in Diageo’s articles of association) and where, in the case of a transfer to joint holders, the number of joint holders to whom the uncertificated share is to be transferred exceeds four.
The Board may decline to register a transfer of any of Diageo’s certificated shares by a person with a 0.25% interest (as defined in Diageo’s articles of association) if such a person has been served with a restriction notice (as defined in Diageo’s articles of association) after failure to provide Diageo with information concerning interests in those shares required to be provided under the Companies Acts, unless the transfer is shown to the Board to be pursuant to an arm’s-length sale (as defined in Diageo’s articles of association).
201



213

Governance (continued)
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)Location in Annual Report
Agreements with controlling shareholdersNot applicable
Contracts of significanceNot applicable
Details of long-term incentive schemesDirectors’ remuneration report
Directors’ indemnities and compensationDirectors’ remuneration report - Additional information; Consolidated financial statements - note 21 Related party transactions
DividendsGroup financial review; Consolidated financial statements - Unaudited financial information
Engagement with employeesCorporate governance report - Workforce engagement statement
Engagement with suppliers, customers and othersCorporate governance report - Stakeholder engagement
Events post 30 June 20222023Consolidated financial statements - note 23 Post balance sheet events
Financial risk managementConsolidated financial statements - note 16 Financial instruments and risk management
Future developmentsChairman’s statement; Chief Executive’s statement; Our market dynamics
Greenhouse gas emissionsSustainability performance; Responding to climate-related risksPioneer grain-to-glass sustainability; Non-Financial and sustainability information statement
Interest capitalisedNot applicable
Non-pre-emptive issues of equity for cash (including in respect of major unlisted subsidiaries)Not applicable
Parent participation in a placing by a listed subsidiaryNot applicable
Political donationsCorporate governance report
Provision of services by a controlling shareholderNot applicable
Publication of unaudited financial informationUnaudited financial information
Purchase of own sharesRepurchase of shares; Consolidated financial statements - note 18 Equity
Research and developmentOther Additional DisclosuresInformation - Research and development; Consolidated financial statements - note 3 Operating costs
Review of the business and principal risks and uncertaintiesChief Executive’s statement; Our principal risks and risk management; Responding to climate-related risks;Pioneer grain-to-glass sustainability; Business reviews
Share capital - structure, voting and other rightsConsolidated financial statements - note 18 Equity
Share capital - employee share plan voting rightsConsolidated financial statements - note 18 Equity
Shareholder waivers of dividendsConsolidated financial statements - note 18 Equity
Shareholder waivers of future dividendsConsolidated financial statements - note 18 Equity
Sustainability and responsibilitySustainability performance; Responding to climate-related risksPioneer grain-to-glass sustainability
Waiver of emoluments by a directorNot applicable
Waiver of future emoluments by a directorNot applicable

The Directors’ report of Diageo plc for the year ended 30 June 20222023 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, which has been approved by a duly appointed and authorised committee of the Board of Directors, was signed on its behalf by Tom Shropshire, the Company Secretary, on 2731 July 2022.2023.
214202

Financial statements
Report of Independent Registered Public Accounting Firm

To theBoard of Directors and Shareholders of Diageo plc

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Diageo plc and its subsidiaries (the(the “Company”) as of 30 June 20222023 and 2021, 2022,and the related consolidatedincome statementstatements and consolidated statementstatements of comprehensive income, consolidated statement of changes in equity and the consolidated statement of cash flows for each of the three years in the period ended 30 June 2022,2023, including the related notes (collectively referred to as the “consolidated financial statements”).We also have audited the Company's internal control over financial reporting as of 30 June 2022,2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidatedfinancial statements referred to above present fairly, in all material respects, the financial position of the Company as of 30 June 20222023 and 20212022, and the results of its operations and its cash flows for each of the three years in the period ended 30 June 2022 i) in conformity with UK-adopted International Accounting Standards, ii) in conformity with the International Financial Reporting Standards adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union, and iii) 2023in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.Board and UK-adopted International Accounting Standards. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of 30 June 2022,2023, based on criteria established in Internal Control - Integrated Framework (2013)issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Part II. 15.B. Our responsibility is to express opinions on the Company’s consolidatedfinancial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidatedfinancial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidatedfinancial statements included performing procedures to assess the risks of material misstatement of the consolidatedfinancial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidatedfinancial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidatedfinancial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.


203

Financial statements
Critical Audit Matters

The critical audit matters communicated beloware mattersarising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or
215

Financial statements (continued)
disclosures that are material to theconsolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidatedfinancial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Impairment assessment of indefinite-lived brand intangible assetsAssessment for brands and goodwill

As described in note 9 to the consolidated financial statements, the Company’s consolidated indefinite-lived brand intangibles balancebrands and goodwill balance asintangible asset carrying amounts at 30 June 20222023 were £7,896£7,520 million and £2,287£2,227 million, respectively. In the year ended 30 June 2023, an impairment charge of £498 million was recognised related to brands. Management conducts impairment tests for indefinite-lived brand intangiblesintangible assets, including brands and goodwill annually, or more frequently if events or circumstances indicate that the carrying amount may not be recoverable. An impairment chargeRecoverable amounts are calculated based on the value in use approach, also considering fair value less costs of £336 million was recogniseddisposal. The value in the consolidated income statement in respect of the current year, and opening balance adjustments recognised in the consolidated statement of changes in equity included £312 million impairment as a result of hyperinflation adjustments in respect of Turkey. The individual brands, other intangibles with indefinite useful lives and their associated tangible fixed assetsuse calculations are aggregated and tested as separate cash-generating units. Goodwill is attributed to each of the markets. Separate tests are carried outbased on cash flows forecasted for each cash-generating unit and for each of the markets. The impairment test comparesfinancial years based on management’s approved plans. If the net carrying value of the cash-generating unit for indefinite-lived brand intangibles and market for goodwill withexceeds the recoverable amount.amount an impairment charge is recognised. Management makes judgements in determining the value in use. The testskey assumptions used for the value in use calculations are dependent on management’s estimates in respect of the forecasting of future cash flows,estimated sales growth, operating costs, margin, terminal growth rates and the discount rates applicable to the future cash flows and what expected growth rates are reasonable. Judgment is required in determining the cash-generating units. The value in use calculations is based on discounted forecast cash flows using the assumption that cash flows continue in perpetuity at the terminal growth rate of each country or region. Cash flows are extrapolated up to five years using expected growth rates in line with management’s best estimates. Growth rates reflect expectations of sales growth, operating costs and margin, based on past experience and external sources of information. The five-year forecast period is extended by up to an additional ten years at acquisition date for some indefinite-lived intangible assets and goodwill when management believes that this period is justified by the maturity of the market and expects to achieve growth in excess of the terminal growth rate driven by Diageo’s sales, marketing and distribution expertise. Cash flows beyond the five-year period are mainly projected using steady or progressively declining growth rates. These rates do not exceed the annual growth rate of the real gross domestic product (GDP) aggregated with the long-term annual inflation rate of the country or region. Cash flows for the subsequent years after the forecast period are extrapolated based on a terminal growth rate which does not exceed the long-term annual inflation rate of the country or region. The determination of discounted future cash flows includes significant management judgments and assumptions, including sales growth, operating costs, margin, discount rates and terminal growth rates.flows.

The principal considerations for our determination that performing procedures related to the impairment assessment of indefinite-lived brand intangible assetsfor brands and goodwill is a critical audit matter are (i) the significant judgments made by management when developing its assessment ofestimating the recoverable amount for the cash-generating units. This in turn led toamount; (ii) a high degree of auditor judgment, subjectivity and effort in performing proceduresand evaluating management’s significant assumptions, related to futuresales growth, margins and terminal growth rates included in forecasted cash flows and the applicable discount rates,rates; and expected growth rates. In addition,(iii) the audit effort involved the use of professionals with specialised skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s goodwill and indefinite-lived brand intangible assets impairment tests, including controls over the determinationmeasurement of the recoverable amounts. These procedures also included, among others:(i) testing management’s process for determiningestimating the recoverable amount of goodwillbrands and indefinite-lived brand intangible assets,goodwill; (ii), evaluating the appropriateness of the methodology used into determine the impairment models,recoverable amount; (iii) testing the completeness, accuracy, and relevance of underlying data used in the models, andmodels; (iv) evaluating the reasonableness of the significant assumptions used by management including the forecastedin estimating future cash flows, discount rates, expected growth rates, as well as management’s sensitivities and related(v) evaluating the sufficiency of the disclosures in the consolidated financial statement disclosures.statements. Evaluating the reasonableness of management’s assumptions involved 1) evaluating key market-related assumptions (including therelated to growth rates, margins, terminal growth rates and discount rate)rates involved evaluating whether the assumptions used inwere reasonable considering (i) consistency with external market and industry data, (ii) the models to external data, 2) performing a retrospective comparison of forecasted cash flows to actualcurrent and past performance of the cash-generating unit and previous forecasts, 3) performing sensitivity analyses, and 4) using professionals(iii) consistency with strategic plans approved by management. Professionals with specialised skill and knowledge were used to assist in the evaluation of the discount rates.rate assumption.

Taxation – Provisions for tax uncertainties

As described in Note 7 and Note 19 to the consolidated financial statements, current tax asset of £232 million and tax liability of £135 million includes £173 million of provisions for tax uncertainties. Tax treatments are not recognised unless it is probable that a tax authority will accept the treatment. Tax treatments are reviewed each year to assess whether a provision should be taken against full recognition of the treatment on the basis of potential settlement through negotiation and/or litigation with the relevant tax authorities. The Company operates in a large number of markets with complex tax and legislative regimes that are open to subjective interpretation, and for which can take several years to resolve. The Company has a number of ongoing tax audits worldwide for which provisions are recognised based on management’s best estimates and judgments concerning the ultimate outcome. As at 30 June 2022outcome of the current tax asset of £149 million and tax liability of £252 million includes £156 million of provisions for tax uncertainties. The Company operates in a large number of markets with complex tax and legislative regimes that are open to subjective interpretation. Management is required to estimate the amount that should be recognised as a tax liability or tax asset in many countries which are subject to tax audits which by their nature are often complex and can take several years to resolve.audits. Tax provisions are based on management’s judgment and interpretation of country specific tax law and the likelihoodprobability of settlement. As disclosed by management, the actual tax liabilities could differ from the provision for tax uncertainties and in such event the Company would be required to make an adjustment in a subsequent period which could have a material impact on the Company’s profit for the year.

The principal considerations for our determination that performing procedures related to the taxation - provisionprovisions for tax uncertainties is a critical audit matter are (i) the significant judgments made by management in determiningestimating the provisions for tax uncertainties, including
216

Financial statements (continued)
a high degree of estimation uncertainty due to the number and complexity of tax laws frequency of tax audits and potential for adjustments which could have a material impact on the Company’s profit for the year as a result of such audits. This in turn led toadjustments; (ii) a high degree of auditor judgment, subjectivity and effort in performing procedures to evaluate the timely identification and accurate measurement of provisions for tax uncertainties. Also, the evaluation of audit evidence related to the provisions for tax uncertainties required significant auditor judgment as the nature of the evidence is often subjective,uncertainties; and (iii) the audit effort involved the use of professionals with specialised skill and knowledge.

204

Financial statements (continued)
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the identificationrecognition and recognition of the liabilities for uncertain tax positions, and controls addressing completeness of the uncertain tax positions, as well as controls over measurement of the liabilities.provisions for tax uncertainties. These procedures also included, among others,others: (i) testing the information used in the calculation of the liability for uncertainprovisions, including local government legislation and litigation documents, international and federal filing treatments, and the related final tax positions;returns; (ii) testing the calculation of the liability for uncertain tax positionsprovisions by jurisdiction, includingjurisdiction; (iii) evaluating management’s assessment of the technical meritscountry specific tax law and probability of tax positions and estimates of the amount of tax benefit expected to be sustained; (iii) testing the completeness of management’s assessment of both the identification of uncertain tax positions and possible outcomes of each uncertain tax position; andsettlement; (iv) evaluating the status and results of tax audits with the relevant tax authoritiesauthorities; and (v) evaluating the sufficiency of the Company’s related disclosures. Professionals with specialised skill and knowledge were used to assist in the evaluation of the completenessrecognition and measurement of the Company’s uncertainprovisions for tax positions, including evaluating the reasonableness of management’s assessment of whether tax positions are more-likely-than-not of being sustained, the application of relevant tax laws, and estimated interest and penalties, as well as evaluating the sufficiency of the Company’s related financial statement disclosures.

Post employment benefit obligations

As described in Note 14 to the consolidated financial statements, the carrying value of defined benefit obligations was £7,234 million as at 30 June 2022. Application of IAS 19 requires the exercise of estimation and judgment in relation to various assumptions.Management determines the assumptions on a country by country basis in conjunction with its actuaries. Estimates are required in respect of uncertain future events, including the life expectancy of members of the plans, salary and pension increases, future inflation rates, and discount rates.

The principal considerations for our determination that post employment benefit obligations is a critical audit matter are the significant judgments made by management in selecting the assumptions used to develop its estimate of the present value of defined benefit obligations. This in turn led to a high degree of auditor judgment and effort in our evaluation of management’s significant assumptions, which were future inflation rates, discount rates and the life expectancy of members of the plans. In addition, the audit effort involved the use of professionals with specialised skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s determination of the carrying value of defined benefit obligations, including future inflation rates, discount rates and the life expectancy of members of the plans. These procedures also included, among others, testing management’s process for determining the present value of the significant post employment benefit obligations, evaluating the appropriateness of the methodology used in the valuation models, testing the completeness, accuracy, and relevance of underlying data used in the models, and evaluating the significant assumptions used by management, including the future inflation rates, discount rates and the life expectancy of members of the plans, as well as management’s sensitivities and related financial statement disclosures. Evaluating the reasonableness of management’s assumptions involved i) comparing these assumptions to our independently compiled expected ranges based on market observable indices or relevant national and industry benchmarks, ii) performing sensitivity analyses, and iii) using professionals with specialised skill and knowledge to assist in the evaluation of the significant assumptions.uncertainties.

/s/ PricewaterhouseCoopers LLP
London, United Kingdom
43 August 20222023

We have served as the Company's auditor since 2015.
217205

Financial statements (continued)

Consolidated income statement
 
NotesYear ended 30 June 2022 £ millionYear ended 30 June 2021 £ millionYear ended 30 June 2020 £ million Notes
Year ended
30 June 2023
 £ million
Year ended 30 June 2022 £ millionYear ended 30 June 2021 £ million
SalesSales22,448 19,153 17,697 Sales23,515 22,448 19,153 
Excise dutiesExcise duties(6,996)(6,420)(5,945)Excise duties(6,402)(6,996)(6,420)
Net salesNet sales15,452 12,733 11,752 Net sales17,113 15,452 12,733 
Cost of salesCost of sales(5,973)(5,038)(4,654)Cost of sales(6,899)(5,973)(5,038)
Gross profitGross profit9,479 7,695 7,098 Gross profit10,214 9,479 7,695 
MarketingMarketing(2,721)(2,163)(1,841)Marketing(3,051)(2,721)(2,163)
Other operating itemsOther operating items(2,349)(1,801)(3,120)Other operating items(2,531)(2,349)(1,801)
Operating profitOperating profit4,409 3,731 2,137 Operating profit4,632 4,409 3,731 
Non-operating itemsNon-operating items(17)14 (23)Non-operating items328 (17)14 
Finance incomeFinance income497 278 366Finance income340 497 278
Finance chargesFinance charges(919)(651)(719)Finance charges(934)(919)(651)
Share of after tax results of associates and joint venturesShare of after tax results of associates and joint ventures417 334 282 Share of after tax results of associates and joint ventures370 417 334 
Profit before taxationProfit before taxation4,387 3,706 2,043 Profit before taxation4,736 4,387 3,706 
TaxationTaxation(1,049)(907)(589)Taxation(970)(1,049)(907)
Profit for the yearProfit for the year3,338 2,799 1,454 Profit for the year3,766 3,338 2,799 
Attributable to:Attributable to:Attributable to:
Equity shareholders of the parent companyEquity shareholders of the parent company3,249 2,660 1,409 Equity shareholders of the parent company3,734 3,249 2,660 
Non-controlling interestsNon-controlling interests89 139 45 Non-controlling interests32 89 139 
3,338 2,799 1,454 3,766 3,338 2,799 
            million             million
Weighted average number of sharesWeighted average number of sharesWeighted average number of shares
Shares in issue excluding own sharesShares in issue excluding own shares2,318 2,337 2,346 Shares in issue excluding own shares2,264 2,318 2,337 
Dilutive potential ordinary sharesDilutive potential ordinary shares7 Dilutive potential ordinary shares7 
2,325 2,345 2,354 2,271 2,325 2,345 
 pence  pence
Basic earnings per shareBasic earnings per share140.2 113.8 60.1 Basic earnings per share164.9 140.2 113.8 
Diluted earnings per shareDiluted earnings per share139.7 113.4 59.9 Diluted earnings per share164.4 139.7 113.4 
The accompanying notes are an integral part of these consolidated financial statements.

218206

Financial statements (continued)
Consolidated statement of comprehensive income
 
Notes
Year ended
30 June 2022
 £ million
Year ended
30 June 2021
 £ million
Year ended
30 June 2020
£ million
Notes
Year ended
30 June 2023
 £ million
Year ended
30 June 2022
 £ million
Year ended
30 June 2021
£ million
Other comprehensive incomeOther comprehensive incomeOther comprehensive income
Items that will not be recycled subsequently to the income statementItems that will not be recycled subsequently to the income statementItems that will not be recycled subsequently to the income statement
Net remeasurement of post employment benefit plansNet remeasurement of post employment benefit plansNet remeasurement of post employment benefit plans
GroupGroup14616 16 38 Group14(643)616 16 
Associates and joint venturesAssociates and joint ventures5 (14)Associates and joint ventures13 
Non-controlling interestsNon-controlling interests14(1)— — Non-controlling interests14 (1)— 
Tax on post employment benefit plansTax on post employment benefit plans(123)(46)(21)Tax on post employment benefit plans161 (123)(46)
Changes in the fair value of equity investments at fair value through other comprehensive incomeChanges in the fair value of equity investments at fair value through other comprehensive income(12)— — Changes in the fair value of equity investments at fair value through other comprehensive income(4)(12)— 
485 (27)(473)485 (27)
Items that may be recycled subsequently to the income statementItems that may be recycled subsequently to the income statementItems that may be recycled subsequently to the income statement
Exchange differences on translation of foreign operationsExchange differences on translation of foreign operationsExchange differences on translation of foreign operations
GroupGroup1,128 (1,233)(104)Group(876)1,128 (1,233)
Associates and joint venturesAssociates and joint ventures660 (240)82 Associates and joint ventures6(59)60 (240)
Non-controlling interestsNon-controlling interests171 (173)(37)Non-controlling interests(148)171 (173)
Net investment hedgesNet investment hedges(623)810 (227)Net investment hedges416 (623)810 
Exchange loss recycled to the income statement
Exchange (gain)/loss recycled to the income statementExchange (gain)/loss recycled to the income statement
On disposal of foreign operationsOn disposal of foreign operations863 — On disposal of foreign operations8(18)63 — 
On step acquisitionsOn step acquisitions(1)— — 
Tax on exchange differences – groupTax on exchange differences – group(6)(9)Tax on exchange differences – group(2)(6)(9)
Tax on exchange differences – non-controlling interestsTax on exchange differences – non-controlling interests (1)— Tax on exchange differences – non-controlling interests — (1)
Effective portion of changes in fair value of cash flow hedgesEffective portion of changes in fair value of cash flow hedgesEffective portion of changes in fair value of cash flow hedges
Hedge of foreign currency debt of the groupHedge of foreign currency debt of the group233 (298)221 Hedge of foreign currency debt of the group6 233 (298)
Transaction exposure hedging of the groupTransaction exposure hedging of the group(172)101 (43)Transaction exposure hedging of the group273 (172)101 
Hedges by associates and joint venturesHedges by associates and joint ventures(15)(1)Hedges by associates and joint ventures24 (15)(1)
Commodity price risk hedging of the groupCommodity price risk hedging of the group78 41 (11)Commodity price risk hedging of the group(56)78 41 
Recycled to income statement – hedge of foreign currency debt of the groupRecycled to income statement – hedge of foreign currency debt of the group(239)175 (75)Recycled to income statement – hedge of foreign currency debt of the group54 (239)175 
Recycled to income statement – transaction exposure hedging of the groupRecycled to income statement – transaction exposure hedging of the group42 10 42 Recycled to income statement – transaction exposure hedging of the group(13)42 10 
Recycled to income statement – commodity price risk hedging of the groupRecycled to income statement – commodity price risk hedging of the group(46)(2)Recycled to income statement – commodity price risk hedging of the group(33)(46)(2)
Tax on effective portion of changes in fair value of cash flow hedgesTax on effective portion of changes in fair value of cash flow hedges32 (6)(23)Tax on effective portion of changes in fair value of cash flow hedges(39)32 (6)
Hyperinflation adjustmentsHyperinflation adjustments365 (17)(18)Hyperinflation adjustments182 365 (17)
Tax on hyperinflation adjustmentsTax on hyperinflation adjustments(74)Tax on hyperinflation adjustments(39)(74)


997 (838)(167)

(329)997 (838)
Other comprehensive income/(loss), net of tax, for the year1,482 (865)(164)
Other comprehensive (loss)/income, net of tax, for the yearOther comprehensive (loss)/income, net of tax, for the year(802)1,482 (865)
Profit for the yearProfit for the year3,338 2,799 1,454 Profit for the year3,766 3,338 2,799 
Total comprehensive income for the yearTotal comprehensive income for the year4,820 1,934 1,290 Total comprehensive income for the year2,964 4,820 1,934 
Attributable to:Attributable to:Attributable to:
Equity shareholders of the parent companyEquity shareholders of the parent company4,561 1,969 1,282 Equity shareholders of the parent company3,080 4,561 1,969 
Non-controlling interestsNon-controlling interests18259 (35)Non-controlling interests18(116)259 (35)
Total comprehensive income for the yearTotal comprehensive income for the year4,820 1,934 1,290 Total comprehensive income for the year2,964 4,820 1,934 
The accompanying notes are an integral part of these consolidated financial statements.
219207

Financial statements (continued)
Consolidated balance sheet
 30 June 202230 June 2021  30 June 202330 June 2022
Notes£ million Notes£ million
Non-current assetsNon-current assetsNon-current assets
Intangible assetsIntangible assets911,902 10,764 Intangible assets911,512 11,902 
Property, plant and equipmentProperty, plant and equipment105,848 4,849 Property, plant and equipment106,142 5,848 
Biological assetsBiological assets1194 66 Biological assets11156 94 
Investments in associates and joint venturesInvestments in associates and joint ventures63,652 3,308 Investments in associates and joint ventures63,829 3,652 
Other investmentsOther investments1337 40 Other investments1357 37 
Other receivablesOther receivables1537 36 Other receivables1531 37 
Other financial assetsOther financial assets16345 327 Other financial assets16394 345 
Deferred tax assetsDeferred tax assets7114 100 Deferred tax assets7141 114 
Post employment benefit assetsPost employment benefit assets141,553 1,018 Post employment benefit assets14960 1,553 
23,582 20,508 23,222 23,582 
Current assetsCurrent assetsCurrent assets
InventoriesInventories157,094 6,045 Inventories157,661 7,094 
Trade and other receivablesTrade and other receivables152,933 2,385 Trade and other receivables152,720 2,933 
Corporate tax receivablesCorporate tax receivables7149 145 Corporate tax receivables7232 149 
Assets held for saleAssets held for sale8222 — Assets held for sale8 222 
Other financial assetsOther financial assets16251 121 Other financial assets16347 251 
Cash and cash equivalentsCash and cash equivalents172,285 2,749 Cash and cash equivalents171,439 2,285 
12,934 11,445 12,399 12,934 
Total assetsTotal assets36,516 31,953 Total assets35,621 36,516 
Current liabilitiesCurrent liabilitiesCurrent liabilities
Borrowings and bank overdraftsBorrowings and bank overdrafts17(1,522)(1,862)Borrowings and bank overdrafts17(1,701)(1,522)
Other financial liabilitiesOther financial liabilities16(444)(257)Other financial liabilities16(359)(444)
Share buyback liabilityShare buyback liability18(117)(91)Share buyback liability (117)
Trade and other payablesTrade and other payables15(5,887)(4,648)Trade and other payables15(5,300)(5,887)
Liabilities held for saleLiabilities held for sale8(61)— Liabilities held for sale8 (61)
Corporate tax payablesCorporate tax payables7(252)(146)Corporate tax payables7(135)(252)
ProvisionsProvisions15(159)(138)Provisions15(119)(159)
(8,442)(7,142)(7,614)(8,442)
Non-current liabilitiesNon-current liabilitiesNon-current liabilities
BorrowingsBorrowings17(14,498)(12,865)Borrowings17(14,801)(14,498)
Other financial liabilitiesOther financial liabilities16(703)(384)Other financial liabilities16(747)(703)
Other payablesOther payables15(380)(338)Other payables15(368)(380)
ProvisionsProvisions15(258)(274)Provisions15(243)(258)
Deferred tax liabilitiesDeferred tax liabilities7(2,319)(1,945)Deferred tax liabilities7(2,183)(2,319)
Post employment benefit liabilitiesPost employment benefit liabilities14(402)(574)Post employment benefit liabilities14(373)(402)
(18,560)(16,380)(18,715)(18,560)
Total liabilitiesTotal liabilities(27,002)(23,522)Total liabilities(26,329)(27,002)
Net assetsNet assets9,514 8,431 Net assets9,292 9,514 
EquityEquityEquity
Share capitalShare capital18723 741 Share capital18712 723 
Share premiumShare premium

1,351 1,351 Share premium

1,351 1,351 
Other reservesOther reserves

2,174 1,621 Other reserves

1,861 2,174 
Retained earningsRetained earnings

3,550 3,184 Retained earnings

3,898 3,550 
Equity attributable to equity shareholders of the parent companyEquity attributable to equity shareholders of the parent company7,798 6,897 Equity attributable to equity shareholders of the parent company7,822 7,798 
Non-controlling interestsNon-controlling interests181,716 1,534 Non-controlling interests181,470 1,716 
Total equityTotal equity9,514 8,431 Total equity9,292 9,514 
The accompanying notes are an integral part of these consolidated financial statements.

These consolidated financial statements have been approved by a duly appointed and authorised committee of the Board of Directors and were signed on its behalf by Ivan MenezesDebra Crew and Lavanya Chandrashekar, Directors and dated 43 August 2022.2023.
220208

Financial statements (continued)
Consolidated statement of changes in equity 
 Other reservesRetained earnings/(deficit)   Other reservesRetained earnings/(deficit) 
NotesShare
capital
£ million
Share premium
£ million
Capital redemption reserve
£ million
Hedging and exchange reserve
£ million
Own shares
£ million
Other retained earnings
£ million
Total
£ million
Equity attributable to parent company shareholders
£ million
Non- controlling interests
£ million
Total equity
£ million
NotesShare
capital
£ million
Share premium
£ million
Capital redemption reserve
£ million
Hedging and exchange reserve
£ million
Own shares
£ million
Other retained earnings
£ million
Total
£ million
Equity attributable to parent company shareholders
£ million
Non- controlling interests
£ million
Total equity
£ million
At 30 June 2019753 1,350 3,190 (818)(2,026)5,912 3,886 8,361 1,795 10,156 
At 30 June 2020At 30 June 2020742 1,351 3,201 (929)(1,936)4,343 2,407 6,772 1,668 8,440 
Profit for the year— — — — — 1,409 1,409 1,409 45 1,454 
Other comprehensive loss— — — (116)— (11)(11)(127)(37)(164)
Total comprehensive (loss)/ income for the year— — — (116)— 1,398 1,398 1,282 1,290 
Employee share schemes— — — — 90 (36)54 54 — 54 
Share-based incentive plans18 — — — — — — 
Share-based incentive plans in respect of associates— — — — — — 
Tax on share-based incentive plans— — — — — — 
Share-based payments and purchase of treasury shares in respect of subsidiaries— — — — — (1)(1)(1)— (1)
Shares issued— — — — — — — 
Transfers— — — — (5)(5)— — — 
Purchase of non-controlling interests— — — — — (39)(39)(39)(23)(62)
Non-controlling interest in respect of new subsidiary— — — — — — — — 
Change in fair value of put option— — — — — — 
Share buyback programme(11)— 11 — — (1,256)(1,256)(1,256)— (1,256)
Dividend declared for the year— — — — — (1,646)(1,646)(1,646)(117)(1,763)
At 30 June 2020742 1,351 3,201 (929)(1,936)4,343 2,407 6,772 1,668 8,440 
Profit for the yearProfit for the year— — — — — 2,660 2,660 2,660 139 2,799 Profit for the year— — — — — 2,660 2,660 2,660 139 2,799 
Other comprehensive lossOther comprehensive loss— — — (652)— (39)(39)(691)(174)(865)Other comprehensive loss— — — (652)— (39)(39)(691)(174)(865)
Total comprehensive (loss)/income for the yearTotal comprehensive (loss)/income for the year— — — (652)— 2,621 2,621 1,969 (35)1,934 Total comprehensive (loss)/income for the year— — — (652)— 2,621 2,621 1,969 (35)1,934 
Employee share schemesEmployee share schemes— — — — 59 (10)49 49 — 49 Employee share schemes— — — — 59 (10)49 49 — 49 
Share-based incentive plansShare-based incentive plans18 — — — — — 49 49 49 — 49 Share-based incentive plans18 — — — — — 49 49 49 — 49 
Share-based incentive plans in respect of associatesShare-based incentive plans in respect of associates— — — — — — Share-based incentive plans in respect of associates— — — — — — 
Tax on share-based incentive plansTax on share-based incentive plans— — — — — — Tax on share-based incentive plans— — — — — — 
Purchase of non-controlling interestsPurchase of non-controlling interests— — — — — (15)(15)(15)(27)(42)Purchase of non-controlling interests— — — — — (15)(15)(15)(27)(42)
Associates' transactions with non-controlling interestsAssociates' transactions with non-controlling interests— — — — — (91)(91)(91)— (91)Associates' transactions with non-controlling interests— — — — — (91)(91)(91)— (91)
Change in fair value of put optionChange in fair value of put option— — — — — (2)(2)(2)— (2)Change in fair value of put option— — — — — (2)(2)(2)— (2)
Share buyback programmeShare buyback programme(1)— — — (200)(200)(200)— (200)Share buyback programme(1)— — — (200)(200)(200)— (200)
Dividend declared for the yearDividend declared for the year18 — — — — — (1,646)(1,646)(1,646)(72)(1,718)Dividend declared for the year18 — — — — — (1,646)(1,646)(1,646)(72)(1,718)
At 30 June 2021At 30 June 2021741 1,351 3,202 (1,581)(1,877)5,061 3,184 6,897 1,534 8,431 At 30 June 2021741 1,351 3,202 (1,581)(1,877)5,061 3,184 6,897 1,534 8,431 
Adjustment to 2021 closing equity in respect of hyperinflation in TurkeyAdjustment to 2021 closing equity in respect of hyperinflation in Turkey— — — — — 251 251 251 — 251 Adjustment to 2021 closing equity in respect of hyperinflation in Turkey— — — — — 251 251 251 — 251 
Adjusted opening balanceAdjusted opening balance741 1,351 3,202 (1,581)(1,877)5,312 3,435 7,148 1,534 8,682 Adjusted opening balance741 1,351 3,202 (1,581)(1,877)5,312 3,435 7,148 1,534 8,682 
Profit for the yearProfit for the year     3,249 3,249 3,249 89 3,338 Profit for the year— — — — — 3,249 3,249 3,249 89 3,338 
Other comprehensive incomeOther comprehensive income   535  777 777 1,312 170 1,482 Other comprehensive income— — — 535 — 777 777 1,312 170 1,482 
Total comprehensive income for the yearTotal comprehensive income for the year   535  4,026 4,026 4,561 259 4,820 Total comprehensive income for the year— — — 535 — 4,026 4,026 4,561 259 4,820 
Employee share schemesEmployee share schemes    39 50 89 89  89 Employee share schemes— — — — 39 50 89 89 — 89 
Share-based incentive plansShare-based incentive plans18      59 59 59  59 Share-based incentive plans18 — — — — — 59 59 59 — 59 
Share-based incentive plans in respect of associatesShare-based incentive plans in respect of associates     4 4 4  4 Share-based incentive plans in respect of associates— — — — — — 
Tax on share-based incentive plansTax on share-based incentive plans     9 9 9  9 Tax on share-based incentive plans— — — — — — 
Share-based payments and purchase of own shares in respect of subsidiariesShare-based payments and purchase of own shares in respect of subsidiaries     (11)(11)(11)(6)(17)Share-based payments and purchase of own shares in respect of subsidiaries— — — — — (11)(11)(11)(6)(17)
Unclaimed dividendUnclaimed dividend— — — — — 
Change in fair value of put optionChange in fair value of put option— — — — — (34)(34)(34)— (34)
Share buyback programmeShare buyback programme(18)— 18 — — (2,310)(2,310)(2,310)— (2,310)
Dividend declared for the yearDividend declared for the year18 — — — — — (1,720)(1,720)(1,720)(72)(1,792)
At 30 June 2022At 30 June 2022723 1,351 3,220 (1,046)(1,838)5,388 3,550 7,798 1,716 9,514 
Profit for the yearProfit for the year     3,734 3,734 3,734 32 3,766 
Other comprehensive lossOther comprehensive loss   (324) (330)(330)(654)(148)(802)
Total comprehensive (loss)/income for the yearTotal comprehensive (loss)/income for the year   (324) 3,404 3,404 3,080 (116)2,964 
Employee share schemesEmployee share schemes    24 24 48 48  48 
Share-based incentive plansShare-based incentive plans18      49 49 49  49 
Share-based incentive plans in respect of associatesShare-based incentive plans in respect of associates     6 6 6  6 
Tax on share-based incentive plansTax on share-based incentive plans     6 6 6  6 
Share-based payments and purchase of own shares in respect of subsidiariesShare-based payments and purchase of own shares in respect of subsidiaries     3 3 3 2 5 
Purchase of non-controlling interestsPurchase of non-controlling interests     (111)(111)(111)(35)(146)
Associates' transactions with non-controlling interestsAssociates' transactions with non-controlling interests     (7)(7)(7) (7)
Unclaimed dividendUnclaimed dividend     3 3 3 1 4 Unclaimed dividend     1 1 1  1 
Change in fair value of put optionChange in fair value of put option     (34)(34)(34) (34)Change in fair value of put option     (16)(16)(16) (16)
Share buyback programmeShare buyback programme(18) 18   (2,310)(2,310)(2,310) (2,310)Share buyback programme(11) 11   (1,273)(1,273)(1,273) (1,273)
Dividend declared for the yearDividend declared for the year18      (1,720)(1,720)(1,720)(72)(1,792)Dividend declared for the year18      (1,762)(1,762)(1,762)(97)(1,859)
At 30 June 2022723 1,351 3,220 (1,046)(1,838)5,388 3,550 7,798 1,716 9,514 
At 30 June 2023At 30 June 2023712 1,351 3,231 (1,370)(1,814)5,712 3,898 7,822 1,470 9,292 
The accompanying notes are an integral part of these consolidated financial statements.

221209

Financial statements (continued)
Consolidated statement of cash flows
 Year ended 30 June 2022Year ended 30 June 2021Year ended 30 June 2020  Year ended 30 June 2023Year ended 30 June 2022Year ended 30 June 2021
Notes£ million Notes£ million
Cash flows from operating activitiesCash flows from operating activitiesCash flows from operating activities
Profit for the yearProfit for the year3,338 2,799 1,454 Profit for the year3,766 3,338 2,799 
TaxationTaxation1,049 907 589 Taxation970 1,049 907 
Share of after tax results of associates and joint venturesShare of after tax results of associates and joint ventures(417)(334)(282)Share of after tax results of associates and joint ventures(370)(417)(334)
Net finance chargesNet finance charges422 373 353 Net finance charges594 422 373 
Non-operating itemsNon-operating items17 (14)23 Non-operating items(328)17 (14)
Operating profitOperating profit4,409 3,731 2,137 Operating profit4,632 4,409 3,731 
Increase in inventoriesIncrease in inventories(740)(443)(366)Increase in inventories(675)(740)(443)
(Increase)/decrease in trade and other receivables(378)(446)523 
Increase/(decrease) in trade and other payables and provisions939 1,220 (485)
Decrease/(increase) in trade and other receivablesDecrease/(increase) in trade and other receivables121 (378)(446)
(Decrease)/increase in trade and other payables and provisions(Decrease)/increase in trade and other payables and provisions(621)939 1,220 
Net (increase)/decrease in working capitalNet (increase)/decrease in working capital(179)331 (328)Net (increase)/decrease in working capital(1,175)(179)331 
Depreciation, amortisation and impairmentDepreciation, amortisation and impairment828 447 1,839 Depreciation, amortisation and impairment1,066 828 447 
Dividends receivedDividends received190 290 Dividends received219 190 290 
Post employment payments less amounts included in operating profitPost employment payments less amounts included in operating profit(89)(30)(109)Post employment payments less amounts included in operating profit(25)(89)(30)
Other itemsOther items53 88 (14)Other items62 53 88 
982 795 1,720 1,322 982 795 
Cash generated from operationsCash generated from operations5,212 4,857 3,529 Cash generated from operations4,779 5,212 4,857 
Interest receivedInterest received110 89 185 Interest received131 110 89 
Interest paidInterest paid(438)(440)(493)Interest paid(685)(438)(440)
Taxation paidTaxation paid(949)(852)(901)Taxation paid(1,201)(949)(852)
(1,277)(1,203)(1,209)(1,755)(1,277)(1,203)
Net cash inflow from operating activitiesNet cash inflow from operating activities3,935 3,654 2,320 Net cash inflow from operating activities3,024 3,935 3,654 
Cash flows from investing activitiesCash flows from investing activitiesCash flows from investing activities
Disposal of property, plant and equipment and computer softwareDisposal of property, plant and equipment and computer software17 13 14 Disposal of property, plant and equipment and computer software13 17 13 
Purchase of property, plant and equipment and computer softwarePurchase of property, plant and equipment and computer software(1,097)(626)(700)Purchase of property, plant and equipment and computer software(1,180)(1,097)(626)
Movements in loans and other investmentsMovements in loans and other investments(72)(4)— Movements in loans and other investments(57)(72)(4)
Sale of businesses and brandsSale of businesses and brands882 14 11 Sale of businesses and brands8462 82 14 
Acquisition of businesses8(271)(488)(130)
Acquisition of subsidiaries(1)
Acquisition of subsidiaries(1)
8(342)(206)(450)
Investments in associates and joint ventures(1)
Investments in associates and joint ventures(1)
8(93)(65)(38)
Net cash outflow from investing activitiesNet cash outflow from investing activities(1,341)(1,091)(805)Net cash outflow from investing activities(1,197)(1,341)(1,091)
Cash flows from financing activitiesCash flows from financing activitiesCash flows from financing activities
Share buyback programmeShare buyback programme18(2,284)(109)(1,282)Share buyback programme18(1,381)(2,284)(109)
Proceeds from issue of share capital — 
Net sale of own shares for share schemesNet sale of own shares for share schemes18 49 54 Net sale of own shares for share schemes29 18 49 
Purchase of treasury shares in respect of subsidiariesPurchase of treasury shares in respect of subsidiaries(15)— — Purchase of treasury shares in respect of subsidiaries (15)— 
Dividends paid to non-controlling interestsDividends paid to non-controlling interests(81)(77)(111)Dividends paid to non-controlling interests(97)(81)(77)
Proceeds from bondsProceeds from bonds172,263 1,031 5,188 Proceeds from bonds172,229 2,263 1,031 
Repayment of bondsRepayment of bonds17(1,521)(1,247)(820)Repayment of bonds17(1,340)(1,521)(1,247)
Purchase of shares of non-controlling interestsPurchase of shares of non-controlling interests8 (42)(62)Purchase of shares of non-controlling interests8(146)— (42)
Cash inflow from other borrowings(1)

503 34 497 
Cash outflow from other borrowings(1)
(424)(787)(782)
Cash inflow from other borrowingsCash inflow from other borrowings

433 503 34 
Cash outflow from other borrowingsCash outflow from other borrowings(374)(424)(787)
Equity dividends paidEquity dividends paid(1,718)(1,646)(1,646)Equity dividends paid(1,761)(1,718)(1,646)
Net cash (outflow)/inflow from financing activities(3,259)(2,794)1,037 
Net (decrease)/increase in net cash and cash equivalents17(665)(231)2,552 
Net cash outflow from financing activitiesNet cash outflow from financing activities(2,408)(3,259)(2,794)
Net decrease in net cash and cash equivalentsNet decrease in net cash and cash equivalents17(581)(665)(231)
Exchange differencesExchange differences239 (285)(120)Exchange differences(227)239 (285)
Net cash and cash equivalents at beginning of the yearNet cash and cash equivalents at beginning of the year2,637 3,153 721 Net cash and cash equivalents at beginning of the year2,211 2,637 3,153 
Net cash and cash equivalents at end of the yearNet cash and cash equivalents at end of the year2,211 2,637 3,153 Net cash and cash equivalents at end of the year1,403 2,211 2,637 
Net cash and cash equivalents consist of:Net cash and cash equivalents consist of:Net cash and cash equivalents consist of:
Cash and cash equivalentsCash and cash equivalents172,285 2,749 3,323 Cash and cash equivalents171,439 2,285 2,749 
Bank overdraftsBank overdrafts17(74)(112)(170)Bank overdrafts17(36)(74)(112)
2,211 2,637 3,153 1,403 2,211 2,637 
(1)     For the years ended 30 June 20212022 and 30 June 2020,2021, the previously reported line item of “Net movements in other borrowings”'Acquisition of businesses' has been replaced with “Cash inflow from other borrowings”'Acquisition of subsidiaries' and “Cash outflow from other borrowings”'Investments in associates and joint ventures' to gross upshow separately the amounts shown above within these lines which had previously been shown net.combined.

The accompanying notes are an integral part of these consolidated financial statements.
222210

Financial statements (continued)

Accounting information and policies

Introduction
This section describes the basis of preparation of the consolidated financial statements and the group’s accounting policies that are applicable to the financial statements as a whole. Accounting policies, critical accounting estimates and judgements specific to a note are included in the note to which they relate. Furthermore, the section details new accounting standards, amendments and interpretations, that the group has adopted in the current financial year or will adopt in subsequent years.

1. Accounting information and policies

(a) Basis of preparation
On 31 December 2020, International Financial Reporting Standards (IFRSs) as adopted by the European Union (EU) at that date
were brought into UK law and became UK-adopted International Accounting Standards, with future changes being subject to
endorsement by the UK Endorsement Board. Diageo plc transitioned to UK-adopted International Accounting Standards in its consolidated financial statements on 1 July 2021. This change constitutes a change in accounting framework. However, there is no impact on recognition, measurement or disclosure in the period reported as a result of the change in framework.
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 (IFRSs) adopted by the UK IFRSs as adopted by the EU(UK-adopted International Accounting Standards) and IFRSs, as issued by the IASB, including interpretations issued by the IFRS Interpretations Committee. IFRS as adopted by the UK and 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.

(b) Going concern
Management has prepared cash flow forecasts which havewere also been sensitised to reflect severe but plausible downside scenarios taking into consideration the group's principal risks. In the base case scenario, management has included assumptions for mid-single digit net sales growth, operating margin improvement and global TBA market share growth. In light of the ongoing geopolitical volatility, the base case outlook and severe but plausible downside scenarios have incorporated considerations for a slower post-pandemic economic recovery,prolonged global recession, supply chain disruptions, higher inflation and further geopolitical deterioration. Even under these scenarios, the group’s cash positionliquidity is still expected to remain strong, as the group's liquidityit was protected by issuing €1,650€500 million of fixed rate euro and £900 million$2 billion of fixed rate sterling denominateddollar-denominated bonds in the year ended 30 June 2022.2023. Mitigating actions, should they be required, are all within management’s control and could include reductions in discretionary spending such as acquisitions and capital expenditure, as well as a temporary suspension of the share buyback programme and dividend payments in the next 12 months, or drawdowns on committed facilities. Having considered the outcome of these assessments, the Directors are comfortable that the company is a going concern for at least 12 months from the date of signing the group's consolidated financial statements.

(c) Consolidation
The consolidated financial statements include the results of the company and its subsidiaries together with the group’s attributable share of the results of associates and joint ventures. A subsidiary is an entity controlled by Diageo plc. The group controls an investee when it is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. 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 included on the basis of the group’s rights over those assets and liabilities.

(d) Foreign currencies
Items included in the financial statements of the group’s subsidiaries, associates and joint ventures are measured using the currency of the primary economic environment in which each entity operates (its functional currency). The consolidated financial statements are presented in sterling, which is the functional currency of the parent company.company, Diageo plc. The functional currency of Diageo plc is determined by using management judgement that considers the parent company as an extension of its subsidiaries.
The income statements and cash flows of non-sterling entities are translated into sterling at weighted average rates of exchange, except for subsidiaries in hyperinflationary economies that are translated with the closing rate at the end of the periodyear and other thanfor substantial transactions that are translated at the rate on the date of the transaction. Exchange differences arising on the retranslation to closing rates are taken to the exchange reserve.
Assets and liabilities are translated at closing rates. Exchange differences arising on the retranslation at closing rates of the opening balance sheets of overseas entities are taken to the exchange reserve, as are exchange differences arising on foreign currency
223

Financial statements (continued)
borrowings and financial instruments designated as net investment hedges, to the extent that they are effective. Tax charges and credits arising on such items are also taken to the exchange reserve. Gains and losses accumulated in the exchange reserve are recycled to the
211

Financial statements (continued)
income statement when the foreign operation is sold. Other exchange differences are taken to the income statement. Transactions in foreign currencies are recorded at the rate of exchange at the date of the transaction.
The principal foreign exchange rates used in the translation of financial statements for the three years ended 30 June 2022,2023, expressed in US dollars and euros per £1, were as follows:
202220212020 202320222021
US dollarUS dollarUS dollar
Income statement and cash flows(1)
Income statement and cash flows(1)
1.33 1.35 1.26 
Income statement and cash flows(1)
1.20 1.33 1.35 
Assets and liabilities(2)
Assets and liabilities(2)
1.21 1.39 1.23 
Assets and liabilities(2)
1.26 1.21 1.39 
EuroEuroEuro
Income statement and cash flows(1)
Income statement and cash flows(1)
1.18 1.13 1.14 
Income statement and cash flows(1)
1.15 1.18 1.13 
Assets and liabilities(2)
Assets and liabilities(2)
1.16 1.17 1.09 
Assets and liabilities(2)
1.17 1.16 1.17 
(1)    Weighted average rates
(2)    Closing rates

The group uses foreign exchange hedges to mitigate the effect of exchange rate movements. For further information, see note 16.

(e) Critical accounting estimates and judgements
Details of critical estimates and judgements which the Directors consider could have a significant impact uponon the financial statements are set out in the related notes as follows:
Exceptional items – management judgement whether exceptional or not – page 233219
Taxation – management judgement of whether a provision is required and management estimate of amount of corporate tax payable or receivable, the recoverability of deferred tax assets and expectation on manner of recovery of deferred taxes – pages 239224 and 289228
Brands, goodwill, and other intangibles and contingent considerations – management judgement ofwhether the assets and liabilities are to be recognised and synergies resulting from an acquisition. Management judgement and estimate are required in determining future cash flows and appropriate applicable assumptions to support the intangible asset and contingent consideration value – page 249pages 236
Post employment benefits – management judgement in determining whether a surplus can be recovered and management estimate in determining the assumptions in calculating the liabilities of the funds – page 258 244
Contingent liabilities and legal proceedings – management judgement in assessing the likelihood of whether a liability will arise and an estimate to quantify the possible range of any settlementsettlement; and significant unprovided tax matters where maximum exposure is provided for each – page 287272


(f) Hyperinflationary accounting
The group applied hyperinflationary accounting for its operations in Turkey, Venezuela and Lebanon.
In March 2022, the three-yearTurkey has been a hyperinflationary economy where cumulative inflation in Turkey exceeded 100% and as a result, hyperinflationary accounting was applied for the yearthree years ended 30 June 2022 in respect ofexceeded 100%. Consequently, since March 2022, the group’s operations in Turkey.group applies hyperinflationary accounting for its Turkish operations. The group’s consolidated financial statements for the years ended 30 June 2023 and 30 June 2022 include the results and financial position of its Turkish operations restated to the measuring unit current at the end of theeach period, with hyperinflationary gains and losses in respect of monetary items being reported in finance income and charges. Comparative amounts presented in the consolidated financial statements were not restated. Hyperinflationary accounting needs to be applied as if Turkey has always been a hyperinflationary economy, hence, as per Diageo’s accounting policy choice, the differences between equity at 30 June 2021 as reported and the equity after the restatement of the non-monetary items to the measuring unit current at 30 June 2021 were recognised in retained earnings. Such restatement includes impairment of TRLTRY 2,133 million (£177 million) recognised on the goodwill in the Turkey cash-generating unit and TRLTRY 1,627 million (£135 million) in respect of the Yenì Raki brand, as a result of the increased carrying values for those due to hyperinflation adjustments.
When applying IAS 29 on an ongoing basis, comparatives in stable currency are not restated and the effect of inflating opening balancesnet assets to the measuring unit current at the end of the reporting period is presented in other comprehensive income.
The inflation rate used by the group is the official rate published by the Turkish Statistical Institute, TurkStat.Institute. The movement in the publicly available official price index for the year ended 30 June 20222023 was 79% (202138% (202218%79%).
Venezuela is a hyperinflationary economy where the government maintains a regime of strict currency controls with multiple foreign currency rate systems. The exchange rate used to translate the results of the group’s Venezuelan operations was VES/£ 7593,807 for the year ended 30 June 2022 (20212023 (2022 – VES/£ 237).759).This rate reflects management’s estimate of the exchange rate considering inflation and the most appropriate official exchange rate. Movement in the price index for the year ended 30 June 20222023 was 268% (2021382% (20221,991%268%).The. The inflation rate used by the group is provided by an independent valuer because no reliable, officially published rate is available for Venezuela.
224212

Financial statements (continued)
The following table presents the contribution of the group’s Venezuelan operations to the consolidated income statement,net sales, operating profit, operating cash flow statement and net assets for the yearyears ended 30 June 20222023 and 30 June 20212022 and with the amounts that would have resulted if the official reference exchange rate had been applied:
Year ended 30 June 2022Year ended 30 June 2021
 At estimated exchange rateAt official reference
 exchange rate
At estimated
 exchange rate(1)
At official reference
 exchange rate(1)
759 VES/£7 VES/£237 VES/£4 VES/£
£ million£ million£ million£ million
Net sales 15 — 
Operating (loss)/profit(1)(1)(1)11 
Other finance income - hyperinflation adjustment1 157 122 
Net cash (outflow)/inflow from operating activities (5)— 
Net assets41 4,606 38 2,016 
Year ended 30 June 2023Year ended 30 June 2022
 At estimated exchange rateAt official reference
 exchange rate
At estimated
 exchange rate
At official reference
 exchange rate
3,807 VES/£36 VES/£759 VES/£7 VES/£
£ million£ million£ million£ million
Net sales 9 — 15 
Operating loss  (1)(1)
Other finance (charges)/income - hyperinflation adjustment(2)(212)157 
Net cash outflow from operating activities (3)— (5)
Net assets6 657 41 4,606 
1)    Prior year rates have been restated to reflect the Central Bank of Venezuela's decision to cut six zeros from the bolivar currency from 1 October 2021.
Sterling amounts presented at the official reference exchange rate are results of simple mathematical conversion.

The impact of hyperinflationary accounting for Lebanon was immaterial both in the current and comparative periods.



(g) New accounting standards and interpretations
The following amendmentamendments to the accounting standards, issued by the IASB and endorsed by the UK, and EU, has beenwere adopted by the group from 1 July 20212022 with no impact on the group’s consolidated results, financial position or disclosures:
Amendments to IFRS 16 – Covid-19 - related rent concessions beyond 30 June 20213 Updating a Reference to the Conceptual Framework
Amendments to IAS 16 Property, Plant and Equipment: Proceeds before Intended Use
Amendments to IAS 37 Onerous Contracts - Cost of Fulfilling a Contract
Amendments to Annual improvements 2018-2020 - IFRS 9 - Fees in the '10 per cent' Test, IFRS 16 - Lease incentives, IAS 41 - Taxation in Fair Value Measurements
Amendments to IAS 12 International Tax Reform – Pillar Two Model Rules
The following amendmentstandard and amendments issued by the IASB and endorsed by the UK and EU, has been adopted by the group:
Amendments to IFRS 9, IAS 39 and IFRS 7 – Interest rate benchmark reform (phase 2). The amendment to IFRS 9 provides relief from applying specific hedge accounting and financial instrument derecognition requirements directly affected by interbank offered rate (IBOR) reform. By applying the practical expedient, Diageo is not required to discontinue its hedging relationships as a result of changes in reference rates due to IBOR reform. The amendment to IFRS 7 requires additional disclosure explaining the nature and extent of risk related to the reform and the progress of the transition, see note 16. The adoption of Phase 2 Amendments in respect of disclosures and other accounting matters relating to Interest Rate Benchmark Reform had no material impact on its consolidated results or financial position and not resulted in any change to the entity’s risk management strategy.
The following standard issued by the IASB hashave been endorsed by the UK and EU and hashave not been adopted by the group:
IFRS 17 – Insurance contracts (effective(effective from the year ending 30 June 2024)2024) is ultimately intended to replace IFRS 4.
Based on a preliminary assessment, the group believes that the adoption of IFRS 17 will not have a significant impact on its consolidated results or financial position.

Amendments to IAS 12 - Income taxes
(effective from the year ending 30 June 2024) requires an entity to recognise deferred tax on initial recognition of particular transactions to the extent that the transaction gives rise to equal amounts of deferred tax assets and liabilities. The proposed amendments would apply to transactions such as leases and decommissioning obligations for which an entity recognises both an asset and a liability. The group believes that the adoption of these amendments will not have a significant impact on its consolidated results and financial position.
There are a number of other amendments and clarifications to IFRSs, effective in future years, which are not expected to significantly impact the group’s consolidated results or financial position.

(h) Climate change considerations
The impact of climate change assessment and the net zero carbon emission target for Diageo's direct operations (scope(Scope 1 & 2) byfor 2030 hashave been considered as part of the assessment of estimates and judgements in preparing the group accounts.group's consolidated financial statements.
The climate change scenario analyses performed in 20222023 – conducted in line with TCFD recommendations (‘Transition Scenario’ (RCP 2.6), a ‘Moderate Warming’ Scenario (RCP 4.5) and a ‘Severe Warming ScenarioScenario’ (RCP 8.5)) – identified no material financial impact to these financial statements.
The following considerations were made in respect of the financial statements:
Impact of climate change is not expected to be material on the going concern period and the viability of the group over the next three years.
The impact of climate change on factors (like residual values, useful lives and depreciation methods) that determine the carrying value of non-current assets.
The impact of climate change on forecasts of cash flows used (including forecastedforecast depreciation in line with capital expenditure plans for Diageo's net zero carbon emission commitment) in impairment assessments for the value in usevalue-in-use of non-current assets including goodwill (see Notenote 9).
The impact of climate change on post-employment assets.assets.
225213

Financial statements (continued)
Results for the year

Introduction
This section explains the results and performance of the group for the three years ended 30 June 2022.2023. Disclosures are provided for segmental information, operating costs, exceptional items, finance income and charges, the group's share of results of associates and joint ventures, taxation. For associates, joint ventures and taxation, balance sheet disclosures are also provided in this section.

2. Segmental information

Accounting policies
Sales comprise revenue from contracts with customers 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 duties and taxes collected on behalf of third parties, such as value added tax. Sales are recognised as or when performance obligations are satisfied by transferring control of a good or service to the customer, which is determined by considering, among other factors, the delivery terms agreed with customers. For the sale of goods, the transfer of control occurs when the significant risks and rewards of ownership are passed to the customer. Based on the shipping terms agreed with customers, the transfer of control of goods occurs at the time of dispatch for the majority of sales. Where the transfer of control is subsequent to the dispatch of goods, the time between dispatch and receipt by the customer is generally less than five days. The group includes in sales the net consideration to which it expects to be entitled. Sales are recognised to the extent that it is highly probable that a significant reversal will not occur. Therefore, sales are stated net of expected price discounts, allowances for customer loyalty and certain promotional activities and similar items. Generally, payment of the transaction price is due within credit terms that are consistent with industry practices, with no element of financing.
Net sales are sales less excise duties. Diageo incurs excise duties throughout the world. In the majority of countries, excise duties are effectively a production tax which becomes payable when the product is removed from bonded premises and is not directly related to the value of sales. It is generally not included as a separate item on external invoices; increases in excise duty are not always passed on to the customer and where a customer fails to pay for products received the group cannot reclaim the excise duty. The group therefore recognises excise duty, unless it regards itself as an agent of the regulatory authorities, as a cost to the group.
Advertising costs, point of sale materials and sponsorship payments are charged to marketing in operating profit when the company has a right of access to the goods or services acquired.

Diageo is an international manufacturer and distributor of premium drinks. Diageo also owns a number of investments in associates and joint ventures, as set out in note 6.
The segmental information presented is consistent with management reporting provided to the Executive Committee (the chief operating decision maker)decision-maker).
The Executive Committee considers the business principally from a geographical perspective based on the location of third-party sales and the business analysis is presented by geographical segment. In addition to these geographical selling segments, a further segment reviewed by the Executive Committee is the Supply Chain and Procurement (SC&P) segment, which manufactures products for other group companies and includes the production sites in the United Kingdom, Ireland, Italy, Guatemala and Mexico, as well as comprises the global procurement function.
The group's operations also include the Corporate segment. Corporate revenues and costs are in respect of central costs, including finance, marketing, corporate relations, human resources and legal, as well as certain information systems, facilities and employee costs that are not allocable to the geographical segments or to the SC&P. They also include rents receivable and payable in respect of properties not used by the group in the manufacture, sale or distribution of premium drinks.
Diageo uses shared services operations to deliver transaction processing activities for markets and operational entities. These centres are located in India, Hungary, Colombia and the Philippines. These captive business service centres also perform certain central finance activities, including elements of financial planning and reporting, treasury and HR services. The costs of shared services operations are recharged to the regions.
For planning and management reporting purposes, Diageo uses budgeted exchange rates that are set at the prior year's weighted average exchange rate. In order to ensure a consistent basis on which performance is measured through the year, prior period results are also restated to the budgeted exchange rate. Segmental information for net sales and operating profit before exceptional items are reported on a consistent basis with management reporting. The adjustments required to retranslate the segmental information to actual exchange rates and to reconcile it to the group’s reported results are shown in the tables below. The comparative segmental information, prior to retranslation, has not been restated at the current year’s budgeted exchange rates but is presented at the budgeted rates for the respective year.
In addition, for management reporting purposes, Diageo presents the result of acquisitions and disposals completed in the current and prior year separately from the results of the geographical segments. The impact of acquisitions and disposals on net sales and operating profit is disclosed under the appropriate geographical segments in the tables below at budgeted exchange rates.

226214

Financial statements (continued)
(a) Segmental information for the consolidated income statement
North AmericaEuropeAsia
Pacific
AfricaLatin America and CaribbeanSC&PEliminate
inter-
segment
sales
Total
operating
segments
Corporate
and other
TotalNorth AmericaEuropeAsia
Pacific
Latin America and CaribbeanAfricaSC&PEliminate
inter-
segment
sales
Total
operating
segments
Corporate
and other
Total
£ million£ million
2022
20232023
SalesSales6,682 5,740 5,624 2,403 1,945 2,010 (2,010)22,394 54 22,448 Sales7,382 5,996 5,403 2,260 2,386 3,073 (3,073)23,427 88 23,515 
Net salesNet salesNet sales
At budgeted exchange rates(1)
At budgeted exchange rates(1)
5,955 3,258 2,879 1,699 1,486 2,095 (2,016)15,356 55 15,411 
At budgeted exchange rates(1)
6,052 3,377 3,084 1,642 1,631 2,942 (2,876)15,852 87 15,939 
Acquisitions and disposalsAcquisitions and disposals34 23  15 3   75  75 Acquisitions and disposals20 20 35 3 104   182  182 
SC&P allocationSC&P allocation9 46 9 3 12 (79)    SC&P allocation8 38 8 9 3 (66)    
Retranslation to actual exchange ratesRetranslation to actual exchange rates97 (304)(4)(35)24 (6)6 (222)(1)(223)Retranslation to actual exchange rates678 (41)73 145 (39)197 (197)816 1 817 
HyperinflationHyperinflation 189      189  189 Hyperinflation 175      175  175 
Net salesNet sales6,095 3,212 2,884 1,682 1,525 2,010 (2,010)15,398 54 15,452 Net sales6,758 3,569 3,200 1,799 1,699 3,073 (3,073)17,025 88 17,113 
Operating profit/(loss)Operating profit/(loss)Operating profit/(loss)
At budgeted exchange rates(1)
At budgeted exchange rates(1)
2,388 1,086 703 346 528 (22) 5,029 (256)4,773 
At budgeted exchange rates(1)
2,337 1,076 886 597 347 (32) 5,211 (292)4,919 
Acquisitions and disposalsAcquisitions and disposals(28)11  (10)   (27) (27)Acquisitions and disposals(18)(13)5  27   1 (6)(5)
SC&P allocationSC&P allocation(1)(18)(2)(1) 22     SC&P allocation3 (24)(6)(3)(2)32     
Fair value remeasurement of contingent considerations, equity option and earn out arrangements32 36   (3)  65  65 
Fair value remeasurement of biological assets    (5)  (5) (5)
Fair value remeasurementsFair value remeasurements87 25  1    113  113 
Retranslation to actual exchange ratesRetranslation to actual exchange rates63 (108)10 (20)18   (37)18 (19)Retranslation to actual exchange rates280 18 20 66 (152)  232 (28)204 
HyperinflationHyperinflation 10      10  10 Hyperinflation 23      23  23 
Operating profit/(loss) before exceptional itemsOperating profit/(loss) before exceptional items2,454 1,017 711 315 538   5,035 (238)4,797 Operating profit/(loss) before exceptional items2,689 1,105 905 661 220   5,580 (326)5,254 
Exceptional items(1)(146)(241)    (388) (388)
Exceptional operating itemsExceptional operating items(97)(8)(473) (44)  (622) (622)
Operating profit/(loss)Operating profit/(loss)2,453 871 470 315 538   4,647 (238)4,409 Operating profit/(loss)2,592 1,097 432 661 176   4,958 (326)4,632 
Non-operating itemsNon-operating items(17)Non-operating items328 
Net finance chargesNet finance charges(422)Net finance charges(594)
Share of after tax results of associates and joint venturesShare of after tax results of associates and joint venturesShare of after tax results of associates and joint ventures370 
Moët Hennessy425 
Other(8)
Profit before taxationProfit before taxation4,387 Profit before taxation4,736 
227215

Financial statements (continued)
North AmericaEuropeAsia
Pacific
AfricaLatin America and CaribbeanSC&PEliminate
inter-
segment
sales
Total
operating
segments
Corporate
and other
TotalNorth AmericaEuropeAsia
Pacific
Latin America and CaribbeanAfricaSC&PEliminate
inter-
segment
sales
Total
operating
segments
Corporate
and other
Total
£ million£ million
2021
20222022
SalesSales5,803 4,795 5,146 2,020 1,369 1,537 (1,537)19,133 20 19,153 Sales6,682 5,740 5,624 1,945 2,403 2,010 (2,010)22,394 54 22,448 
Net salesNet salesNet sales
At budgeted exchange rates(1)
At budgeted exchange rates(1)
5,527 2,579 2,561 1,541 1,176 1,627 (1,548)13,463 20 13,483 
At budgeted exchange rates(1)
5,955 3,258 2,879 1,486 1,699 2,095 (2,016)15,356 55 15,411 
Acquisitions and disposalsAcquisitions and disposals28 — — — — 35 — 35 Acquisitions and disposals34 23 — 15 — — 75 — 75 
SC&P allocationSC&P allocation45 13 (79)— — — — SC&P allocation46 12 (79)— — — — 
Retranslation to actual exchange ratesRetranslation to actual exchange rates(355)(68)(82)(137)(143)(11)11 (785)— (785)Retranslation to actual exchange rates97 (304)(4)24 (35)(6)(222)(1)(223)
HyperinflationHyperinflation— 189 — — — — — 189 — 189 
Net salesNet sales5,209 2,558 2,488 1,412 1,046 1,537 (1,537)12,713 20 12,733 Net sales6,095 3,212 2,884 1,525 1,682 2,010 (2,010)15,398 54 15,452 
Operating profit/(loss)Operating profit/(loss)Operating profit/(loss)
At budgeted exchange rates(1)
At budgeted exchange rates(1)
2,469 728 628 228 422 (97)— 4,378 (218)4,160 
At budgeted exchange rates(1)
2,388 1,086 703 528 346 (22)— 5,029 (256)4,773 
Acquisitions and disposalsAcquisitions and disposals(18)(3)— — — — — (21)— (21)Acquisitions and disposals(28)11 — — (10)— — (27)— (27)
SC&P allocationSC&P allocation(30)(32)(5)(3)(27)97 — — — — SC&P allocation(1)(18)(2)— (1)22 — — — — 
Fair value remeasurement of contingent considerations, equity option and earn out arrangements(9)(27)— — — — — (36)— (36)
Fair value remeasurementsFair value remeasurements32 36 — (8)— — — 60 — 60 
Retranslation to actual exchange ratesRetranslation to actual exchange rates(175)(31)(15)(54)(92)— — (367)10 (357)Retranslation to actual exchange rates63 (108)10 18 (20)— — (37)18 (19)
HyperinflationHyperinflation— 10 — — — — — 10 — 10 
Operating profit/(loss) before exceptional itemsOperating profit/(loss) before exceptional items2,237 635 608 171 303 — — 3,954 (208)3,746 Operating profit/(loss) before exceptional items2,454 1,017 711 538 315 — — 5,035 (238)4,797 
Exceptional items— (15)— — — — — (15)— (15)
Exceptional operating itemsExceptional operating items(1)(146)(241)— — — — (388)— (388)
Operating profit/(loss)Operating profit/(loss)2,237 620 608 171 303 — — 3,939 (208)3,731 Operating profit/(loss)2,453 871 470 538 315 — — 4,647 (238)4,409 
Non-operating itemsNon-operating items14 Non-operating items(17)
Net finance chargesNet finance charges(373)Net finance charges(422)
Share of after tax results of associates and joint venturesShare of after tax results of associates and joint venturesShare of after tax results of associates and joint ventures417 
Moët Hennessy335 
Other(1)
Profit before taxationProfit before taxation3,706 Profit before taxation4,387 
228216

Financial statements (continued)
North AmericaEuropeAsia
Pacific
AfricaLatin America and CaribbeanSC&PEliminate
inter-
segment
sales
Total
operating
segments
Corporate
and other
TotalNorth AmericaEuropeAsia
Pacific
Latin America and CaribbeanAfricaSC&PEliminate
inter-
segment
sales
Total
operating
segments
Corporate
and other
Total
£ million£ million
2020
20212021
SalesSales5,222 4,697 4,645 1,911 1,184 1,343 (1,343)17,659 38 17,697 Sales5,803 4,795 5,146 1,369 2,020 1,537 (1,537)19,133 20 19,153 
Net salesNet salesNet sales
At budgeted exchange rates(1)
At budgeted exchange rates(1)
4,445 2,501 2,253 1,300 944 1,439 (1,341)11,541 38 11,579 
At budgeted exchange rates(1)
5,527 2,579 2,561 1,176 1,541 1,627 (1,548)13,463 20 13,483 
Acquisitions and disposalsAcquisitions and disposals32 10 50 — — — 93 — 93 Acquisitions and disposals28 — — — — 35 — 35 
SC&P allocationSC&P allocation11 60 12 10 (98)— (1)— SC&P allocation45 13 (79)— — — — 
Retranslation to actual exchange ratesRetranslation to actual exchange rates135 (4)(8)(46)(2)81 (1)80 Retranslation to actual exchange rates(355)(68)(82)(143)(137)(11)11 (785)— (785)
Net salesNet sales4,623 2,567 2,270 1,346 908 1,343 (1,343)11,714 38 11,752 Net sales5,209 2,558 2,488 1,046 1,412 1,537 (1,537)12,713 20 12,733 
Operating profit/(loss)Operating profit/(loss)Operating profit/(loss)
At budgeted exchange rates(1)
At budgeted exchange rates(1)
2,007 730 498 116 254 45 — 3,650 (152)3,498 
At budgeted exchange rates(1)
2,469 728 628 422 228 (97)— 4,378 (218)4,160 
Acquisitions and disposalsAcquisitions and disposals(1)(4)— — — — — (5)— (5)Acquisitions and disposals(18)(3)— — — — — (21)— (21)
SC&P allocationSC&P allocation26 (45)— — — — SC&P allocation(30)(32)(5)(27)(3)97 — — — — 
Fair value remeasurement of contingent considerationFair value remeasurement of contingent consideration(10)(4)— — — — (7)— (7)Fair value remeasurement of contingent consideration(9)(27)— — — — — (36)— (36)
Fair value remeasurement of biological assets— — — — — — — 
Retranslation to actual exchange ratesRetranslation to actual exchange rates32 (3)(17)(27)— — (6)(1)Retranslation to actual exchange rates(175)(31)(15)(92)(54)— — (367)10 (357)
Operating profit/(loss) before exceptional itemsOperating profit/(loss) before exceptional items2,034 757 501 101 248 — — 3,641 (147)3,494 Operating profit/(loss) before exceptional items2,237 635 608 303 171 — — 3,954 (208)3,746 
Exceptional items54 (62)(1,198)(145)(6)— — (1,357)— (1,357)
Exceptional operating itemsExceptional operating items— (15)— — — — — (15)— (15)
Operating profit/(loss)Operating profit/(loss)2,088 695 (697)(44)242 — — 2,284 (147)2,137 Operating profit/(loss)2,237 620 608 303 171 — — 3,939 (208)3,731 
Non-operating itemsNon-operating items(23)Non-operating items14 
Net finance chargesNet finance charges(353)Net finance charges(373)
Share of after tax results of associates and joint venturesShare of after tax results of associates and joint venturesShare of after tax results of associates and joint ventures334 
Moët Hennessy285 
Other(3)
Profit before taxationProfit before taxation2,043 Profit before taxation3,706 
(1)    These items represent the IFRS 8 performance measures for the geographical and SC&P segments.
(i)    The net sales figures for SC&P reported to the Executive Committee primarily comprise inter-segment sales and these are eliminated in a separate column in the above segmental analysis. Apart from sales by the SC&P segment to the other operating segments, inter-segmental sales are not material.
(ii)    The group’sgroup’s net finance charges are managed centrally and are not attributable to individual operating segments.
(iii)    Approximately 37%Approximately 38% of annual net sales occurred in the last four months of calendar year 2021.2022.


(b) Other segmental information
 North
America
£ million
Europe
£ million
Asia
Pacific
£ million
Latin
America
and
Caribbean
£ million
Africa
£ million
SC&P
£ million
Corporate
and other
£ million
Total
£ million
2023
Purchase of property, plant and equipment and computer software197 209 166 121 126 356 5 1,180 
Depreciation and intangible asset amortisation(95)(98)(61)(18)(80)(134)(10)(496)
Exceptional impairment of tangible assets(52)2 (22)    (72)
Exceptional impairment of intangible assets(29)(25)(444)    (498)
2022
Purchase of property, plant and equipment and computer software230 187 146 128 139 256 11 1,097 
Depreciation and intangible asset amortisation(80)(93)(93)(16)(81)(116)(10)(489)
Exceptional impairment of tangible assets— (3)— — — — — (3)
Exceptional impairment of intangible assets— (96)(240)— — — — (336)
2021
Purchase of property, plant and equipment and computer software153 23 56 20 125 125 124 626 
Depreciation and intangible asset amortisation(76)(31)(60)(16)(79)(126)(59)(447)
229
217

Financial statements (continued)
(b) Other segmental information
 North
America
£ million
Europe
£ million
Asia
Pacific
£ million
Africa
£ million
Latin
America
and
Caribbean
£ million
SC&P
£ million
Corporate
and other
£ million
Total
£ million
2022
Capital expenditure230 187 146 139 128 256 11 1,097 
Depreciation and intangible asset amortisation(80)(93)(93)(81)(16)(116)(10)(489)
Exceptional impairment of tangible assets (3)     (3)
Exceptional impairment of intangible assets (96)(240)    (336)
2021
Capital expenditure153 23 56 125 20 125 124 626 
Depreciation and intangible asset amortisation(76)(31)(60)(79)(16)(126)(59)(447)
2020
Capital expenditure145 24 59 128 48 191 105 700 
Depreciation and intangible asset amortisation(68)(37)(59)(103)(21)(119)(73)(480)
Underlying impairment— (7)— — (7)— — (14)
Exceptional impairment of tangible assets— — (1)(139)— — — (140)
Exceptional impairment of intangible assets— — (1,205)— — — — (1,205)
(c) Category and geographical analysis
Category analysisGeographic analysis Category analysisGeographic analysis
Spirits
£ million
Beer
£ million
Ready to
drink
£ million
Other
£ million
Total
£ million
United
States
£ million
India
£ million
Great
Britain
£ million
Nether-
lands
£ million
Rest of
World
£ million
Total
£ million
Spirits
£ million
Beer
£ million
Ready to
drink
£ million
Other
£ million
Total
£ million
United
States
£ million
India
£ million
Great
Britain
£ million
Rest of
World
£ million
Total
£ million
20232023
Sales(1)
Sales(1)
19,004 3,355 899 257 23,515 6,972 2,751 2,138 11,654 23,515 
Non-current assets(2), (3)
Non-current assets(2), (3)
5,816 1,798 2,909 11,204 21,727 
202220222022
Sales(1)
Sales(1)
18,164 3,128 882 274 22,448 6,327 3,219 2,142 89 10,671 22,448 
Sales(1)
18,164 3,128 882 274 22,448 6,327 3,219 2,142 10,760 22,448 
Non-current assets(2), (3)
Non-current assets(2), (3)
5,899 2,396 2,413 2,600 8,261 21,569 
Non-current assets(2), (3)
5,899 2,396 2,413 10,861 21,569 
202120212021
Sales(1)
Sales(1)
15,634 2,562 741 216 19,153 5,441 3,011 1,822 70 8,809 19,153 
Sales(1)
15,634 2,562 741 216 19,153 5,441 3,011 1,822 8,879 19,153 
Non-current assets(2), (3)
Non-current assets(2), (3)
4,320 2,561 2,119 2,474 7,589 19,063 
Non-current assets(2), (3)
4,320 2,561 2,119 10,063 19,063 
2020
Sales(1)
14,158 2,687 621 231 17,697 4,839 2,783 1,684 62 8,329 17,697 
Non-current assets(2), (3)
5,028 2,758 1,911 2,661 7,563 19,921 
(1)    The geographical analysis of sales is based on the location of third-party sales.customers.
(2)    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.
(3)    The management information provided to the chief operating decision makerdecision-maker does not include an analysis of assets and liabilities by category and therefore is not disclosed.


230

Financial statements (continued)
3. Operating costs
2022
£ million
2021 £ million2020 £ million2023
£ million
2022 £ million2021 £ million
Excise dutiesExcise duties6,996 6,420 5,945 Excise duties6,402 6,996 6,420 
Cost of salesCost of sales5,973 5,038 4,654 Cost of sales6,899 5,973 5,038 
MarketingMarketing2,721 2,163 1,841 Marketing3,051 2,721 2,163 
Other operating itemsOther operating items2,349 1,801 3,120 Other operating items2,531 2,349 1,801 


18,039 15,422 15,560 

18,883 18,039 15,422 
Comprising:Comprising:Comprising:
Excise dutiesExcise dutiesExcise duties
IndiaIndia1,625 2,182 2,127 
Great BritainGreat Britain1,095 1,172 1,018 
United StatesUnited States614 589 585 United States687 614 589 
Great Britain1,172 1,018 930 
India2,182 2,127 1,927 
OtherOther3,028 2,686 2,503 Other2,995 3,028 2,686 
Increase in inventoriesIncrease in inventories(909)(293)(275)Increase in inventories(513)(909)(293)
Raw materials and consumablesRaw materials and consumables4,017 3,126 2,842 Raw materials and consumables4,328 4,017 3,126 
MarketingMarketing2,721 2,163 1,841 Marketing3,051 2,721 2,163 
Other external chargesOther external charges2,597 1,978 2,044 Other external charges2,747 2,597 1,978 
Staff costsStaff costs1,795 1,586 1,404 Staff costs1,830 1,795 1,586 
Depreciation, amortisation and impairmentDepreciation, amortisation and impairment828 447 1,839 Depreciation, amortisation and impairment1,066 828 447 
Gains on disposal of propertiesGains on disposal of properties(2)(1)(2)Gains on disposal of properties(4)(2)(1)
Net foreign exchange lossesNet foreign exchange losses10 22 15 Net foreign exchange losses10 10 22 
Other operating incomeOther operating income(14)(26)(93)Other operating income(34)(14)(26)
18,039 15,422 15,560 18,883 18,039 15,422 

(a) Other external charges
Other external charges include research and development expenditure in respect of new drinks products and package design of £53 million (2022 – £43 million (2021million; 2021 – £40 million; 2020 – £34 million) and maintenance and repairs of £143 million (2022 – £136 million (2021million; 2021 – £107 million; 2020 – £105 million).

218

Financial statements (continued)
(b) Auditors fees
Other external charges include the fees of the principal auditors of the group, PricewaterhouseCoopers LLP and its affiliates (PwC) and are analysed below.
2022
£ million
2021
£ million
2020
£ million
2023
£ million
2022
£ million
2021
£ million
Audit of these financial statementsAudit of these financial statements4.2 3.8 5.3 Audit of these financial statements5.2 4.2 3.8 
Audit of financial statements of subsidiariesAudit of financial statements of subsidiaries6.1 4.4 3.6 Audit of financial statements of subsidiaries5.7 6.1 4.4 
Audit related assurance services(1)
Audit related assurance services(1)
2.5 2.6 2.4 
Audit related assurance services(1)
2.7 2.5 2.6 
Total audit fees (Audit fees)Total audit fees (Audit fees)12.8 10.8 11.3 Total audit fees (Audit fees)13.6 12.8 10.8 
Other assurance services (Audit related fees)(2)
Other assurance services (Audit related fees)(2)
0.7 0.8 0.8 
Other assurance services (Audit related fees)(2)
1.2 0.7 0.8 
13.5 11.6 12.1 14.8 13.5 11.6 
(1)    Audit related assurance services are in respect of reporting under section 404 of the US Sarbanes-Oxley Act and the review of the interim financial information.
(2)    Other assurance services comprise the aggregate fees for assurance and related services that are not reported under ‘total audit fees’.
(i)     Disclosure requirements for auditors 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 and the United States apart from £0.3 million (2021 – £0.4 million; 2020 – £0.4 million) of the cost in respect 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 provided by firms other than PwC for the year ended 30 June 20222023 were £0.1 million (2021(2022 – £0.1 million; 20202021 – £0.1 million). Further PwC fees for audit services in respect of post employment plans were £0.2£0.3 million for the year ended 30 June 2022 (20212023 (2022 – £0.2 million; 20202021£0.3£0.2 million).

231

Financial statements (continued)
(c) Staff costs and average number of employees
2022
£ million
2021
£ million
2020
£ million
2023
£ million
2022
£ million
2021
£ million
Aggregate remunerationAggregate remunerationAggregate remuneration
Wages and salariesWages and salaries1,557 1,336 1,251 Wages and salaries1,548 1,557 1,336 
Share-based incentive plansShare-based incentive plans59 50 Share-based incentive plans48 59 50 
Employer’s social securityEmployer’s social security107 83 79 Employer’s social security115 107 83 
Employer’s pensionEmployer’s pensionEmployer’s pension
Defined benefit plansDefined benefit plans36 82 37 Defined benefit plans67 36 82 
Defined contribution plansDefined contribution plans33 25 24 Defined contribution plans44 33 25 
Other post employment plansOther post employment plans3 10 10 Other post employment plans10 
1,795 1,586 1,404 1,830 1,795 1,586 

The average number of employees on a full timefull-time equivalent basis (excluding employees of associates and joint ventures) was as follows:
 2022
2021 (Restated)(i)
2020 (Restated)(i)
North America2,811 2,562 2,459 
Europe3,014 3,237 3,323 
Asia Pacific6,500 6,474 6,559 
Africa4,061 4,016 4,617 
Latin America and Caribbean1,500 1,505 1,549 
SC&P5,025 5,085 4,908 
Corporate and other5,076 4,687 4,940 
27,987 27,566 28,355 
(1)    The impact of acquisitions and disposals was changed and now disclosed restated where relevant.
 202320222021
North America2,884 2,811 2,562 
Europe2,789 3,014 3,237 
Asia Pacific6,856 6,500 6,474 
Latin America and Caribbean1,495 1,500 1,505 
Africa3,526 4,061 4,016 
SC&P6,934 5,025 5,085 
Corporate and other5,753 5,076 4,687 
30,237 27,987 27,566 

At 30 June 20222023 on a full-time equivalent basis, the group had on a full time equivalent basis, 28,55830,269 (2022 – 28,558; 2021 – 27,783; 2020 – 27,788)27,783) employees. The average number of employees of the group, including part timepart-time employees, for the year was 28,137(30,419 (2022 – 28,137; 2021 – 28,025; 2020 – 28,490)28,025).

219

Financial statements (continued)
(d) Exceptional operating items
Included in otherthe table above are exceptional operating items are the following:as follows:
2022
£ million
2021
£ million
2020
£ million
2023
£ million
2022
£ million
2021
£ million
Depreciation, amortisation and impairmentDepreciation, amortisation and impairment
Brand and goodwill impairmentBrand and goodwill impairment498 336 — 
Tangible asset impairment and accelerated depreciationTangible asset impairment and accelerated depreciation72 — — 
Staff costsStaff costsStaff costs10 — 
Guaranteed minimum pension equalisation charge — 
Other external chargesOther external charges52 13 95 Other external charges60 52 13 
Other operating incomeOther operating income (3)(83)Other operating income(18)— (3)
Depreciation, amortisation and impairment
Brand, goodwill, tangible and other assets impairment336 — 1,345 
Total exceptional operating items (note 4)Total exceptional operating items (note 4)388 15 1,357 Total exceptional operating items (note 4)622 388 15 
Cost of salesCost of sales67  — 
Other operating expensesOther operating expenses555 388 15 

4. Exceptional items

Accounting policies
Critical accounting judgements Exceptional items are those that in management’s judgement need to be disclosed separately. Such items are included within the income statement caption to which they relate. It is believedManagement believes that separate disclosure of exceptional items and the classification between operating and non-operating further helps investors to understand the performance of the group.
Changes in estimates and reversals in relation to items previously recognised as exceptional are presented consistently as exceptional in the current year.
Operating items Exceptional operating items are those that are considered to be material and unusual or non-recurring in nature and are part of the operating activities of the group, such as one-off global restructuring programmes which can be multi-year, impairment of intangible assets and fixed assets, indirect tax settlements, property disposals and changes in post employment plans.
232

Financial statements (continued)
Non-operating items Gains and losses on the sale or directly attributable to a prospective sale of businesses, brands or distribution rights, step up gains and losses that arise when an investment becomes an associate or an associate becomes a subsidiary and other material, unusual non-recurring items, that are not in respect of the production, marketing and distribution of premium drinks, are disclosed as exceptional non-operating exceptional items below operating profit in the consolidated income statement.
Taxation items Exceptional current and deferred tax items comprisingcomprise material and unusual or non-recurring items that impact taxation. Examples include direct tax provisions and settlements in respect of prior years and the remeasurement of deferred tax assets and liabilities following tax rate changes.

 
2022
£ million
2021
£ million
2020
£ million
Exceptional operating items
Brand, goodwill, tangible and other assets impairment (a)(336)— (1,345)
Winding down Russian operations (b)(50)— — 
Donations (c)(2)(5)(89)
Ongoing litigation in Turkey (d) (15)— 
Guaranteed minimum pension equalisation (e) (5)— 
Obsolete inventories (f) (30)
Substitution drawback (g) 83 
Indirect tax in Korea (h) — 24 
(388)(15)(1,357)
Non-operating items
Sale of businesses and brands
Meta Abo Brewery (i)(95)— — 
Windsor business (j)(19)— — 
Picon brand (k)91 — — 
United National Breweries (l)6 10 (32)
USL businesses (m) — 
Portfolio of 19 brands (n) 
Loss on disposal of associate (o) — (1)
Step acquisitions (p) — 
(17)14 (23)
Exceptional items before taxation(405)(1)(1,380)
Items included in taxation (note 7 (b))
31 (84)154 
Total exceptional items(374)(85)(1,226)
Attributable to:
Equity shareholders of the parent company(271)(86)(1,157)
Non-controlling interests(103)(69)
Total exceptional items(374)(85)(1,226)
220

Financial statements (continued)
 2023
£ million
2022
£ million
2021
£ million
Exceptional operating items
Brand and goodwill impairment (1)(498)(336)— 
Supply chain agility programme (2)(100)— — 
Distribution termination fee (3)(44)— — 
Winding down Russian operations (4)20 (50)— 
Other exceptional operating items (5) (2)(15)
(622)(388)(15)
Non-operating items
Sale of businesses and brands
Guinness Cameroun S.A. (6)310 — — 
Archers brand (7)20 — — 
USL Popular brands (8)4 — — 
USL businesses (9)1 — 
Tyku brand (10)(3)— — 
Picon brand (11) 91 — 
Meta Abo Brewery (12) (95)— 
Windsor business (13) (19)— 
Step acquisition - Mr Black (14)(8)— — 
Other non-operating exceptional items (15)4 11 
328 (17)14 
Exceptional items before taxation(294)(405)(1)
Tax on exceptional items (note 7 (b))186 31 (84)
Total exceptional items(108)(374)(85)
Attributable to:
Equity shareholders of the parent company33 (271)(86)
Non-controlling interests(141)(103)
Total exceptional items(108)(374)(85)

(a) (1) In the year ended 30 June 2023, an impairment charge of £498 million was recognised in exceptional operating items mainly driven by the McDowell's brand in India.
In the year ended 30 June 2022, an impairment charge of £336 million was recognised in exceptional operating items in respect of the McDowell's No.1 brand (£240 million), the Bell's brand (£77 million) and Smirnovgoodwill related goodwillto Smirnov (£19 million).
In the year ended 30 June 2020, an impairment charge of £1,345 million was recognised in exceptional operating items, comprising of £655 million in respect of the India cash-generating unit containing the India goodwill, £116 million in respect of the USL popular brands category (Old Tavern brand £78 million and Bagpiper brand £38 million) and £1 million in respect of fixed assets in India; £434 million in respect of the Windsor Premier brand; £84 million in respect of property, plant and equipment in Nigeria; and £55 million in respect of property, plant and equipment in Ethiopia.
For further information, see note 9 (d).

(b)(2) In March 2022,the year ended 30 June 2023, an exceptional charge of £100 million was accounted for in respect of the supply chain agility programme announced in July 2022. With this five-year spanning programme, Diageo expects to strengthen its supply chain, improve its resilience and agility, drive efficiencies, deliver additional productivity savings and make its supply operations more sustainable. Total implementation cost of the programme is expected to be up to £500 million over the five-year period, which will comprise non-cash items and one-off expenses, the majority of which are expected to be recognised as exceptional operating items. The exceptional charge for the year ended 30 June 2023 was primarily in respect of accelerated depreciation, being additional depreciation of assets in the period directly attributable to the programme, and impairment of property, plant and equipment in respect of North America and India. Restructuring cash expenditure was £12 million in the year ended 30 June 2023.

(3) In the year ended 30 June 2023, Diageo agreed with one of its distributors in Africa to terminate the distribution license of one of its spirits brands, in respect of which a decisionprovision of £44 million was provided for and was recognised as an operating exceptional charge. No payment was made in the period.

(4) In the year ended 30 June 2023, Diageo released unutilised provisions of £20 million from the £50 million exceptional charge taken to suspend exporting to and selling in Russia and on 28the year ended 30 June 2022, Diageo decided that it would windin respect of winding down its operations in Russia over the following six months. Losses of £50 million directly attributable to the wind down primarily include provisions for onerous contracts (£14 million) and redundancies (£13 million). Total impact of winding downRussia.

233221

Financial statements (continued)
operations in Russia(5) Other exceptional operating items include subsequent gains and charges of items that were originally recognised as exceptional at inception. In the year ended 30 June 2022, other exceptional operating items resulted in a loss of £146£2 million including impairmentdriven by the reinvestment of the Bell’s brand (£77 million), Smirnov related goodwill (£19 million), and directly attributable items.
(c) An exceptional charge of $3 million (£2 million) (2021 – £5 million) was recognised as part of the 'Raising the Bar' programme, in addition to the commitment of $100 million (£81 million) announced in the year ended 30 June 2020. The additional charge represents the re-investment of corporate tax benefit in the fund in certain markets, where a corporate tax deduction is available, and was recognised as an exceptional operating item, consistent with the initial commitment. Diageo also provided other forms of support to help our communities and the industry, which amounted to £8 million in the year ended 30 June 2020.
(d)benefits. In the year ended 30 June 2021, an additional provisionother exceptional operating items were a loss of £15£15 million was recorded as an exceptional item in respect mainly driven by the charge of the ongoing litigation in Turkey, bringingTurkey.

(6) On 26 May 2023, Diageo announced the provision’s balance to £23 million following a settlementcompletion of £1 million during that year.
(e) On 20 November 2020, the High Courtsale of Justice of England and Wales issued a ruling that requires pension schemes to equalise pension benefits for men and women for the calculation of their guaranteed minimum pension liability (GMP) on historic transfers out, which resultedits wholly owned subsidiary in an additional liability of £5 million in the year ended 30 June 2021. The corresponding expense was recognised as an exceptional operating item consistently with the charge in relationCameroon, Guinness Cameroun S.A., to the initial GMP ruling.
(f) In the year ended 30 June 2021,Castel Group for an inventory provisionaggregate consideration of £7£384 million (2020 - a charge of £30 million) was released in respect of obsolete inventories that had earlier been expected to be returned and destroyed as a direct consequence of the Covid-19 pandemic, resulting in an exceptional gain. The provision release was recognised as an exceptional operating item consistently with the original charge in the year ended 30 June 2020.
(g) In the year ended 30 June 2021, an additional gain of $4£310 million,(£3 million) was recognised in exceptional operating items for excess receipts in respect of substitution drawback claims that had been filed and were to be filed with the US Government in relation to prior years. The changes in estimates were recognised as an exceptional operating item consistently with the initial income of £83 million in the year ended 30 June 2020.
(h) An assessment was issued by the Korea Tax Authority in the year ended 30 June 2020 that resulted in the reversal of the prior year's provision including cumulative translation gain in the amount of £24 million.£17 million recycled to the income statement.
(i)
(7) On 25 April26 October 2022, Diageo completed the sale of its Ethiopian subsidiary, Meta Abo Brewery Share Company. AArchers brand. The transaction resulted in an exceptional gain of £20 million.

(8) On 30 September 2022, Diageo announced the completion of the sale of the Popular brands of its United Spirits Limited (USL) business. The transaction resulted in an exceptional gain of £4 million.

(9) Certain subsidiaries of USL were sold in the year ended 30 June 2023. The sale of these subsidiaries resulted in an exceptional gain of £1 million (2022 – nil; 2021 – £3 million).

(10) In the year ended 30 June 2023, Diageo sold its Tyku brand. The transaction resulted in an exceptional loss of £95£3 million.

(11) In May 2022, Diageo sold its Picon brand. The sale resulted in an exceptional non-operating gain of £91 million, net of disposal costs.

(12) In the year ended 30 June 2022, a loss of £95 million was recognised as a non-operating item attributable to the sale including cumulative translation lossesof Meta Abo Brewery Share Company in the amount of £63 million recycled to the income statement.Ethiopia.
(j)
(13) On 25 March 2022, Diageo agreed to the sale of its Windsor business in Korea. At 30 June 2022, assets and liabilities attributable to Windsor business were classified as held for sale and were measured at the lower of their cost and fair value less cost of disposal. In the year ended 30 June 2022, a loss of £19 million was recognised as a non-operating item, mainly in relation to transaction and other costs directly attributable to the prospective sale of the business. At 30 June 2022, cumulative translation gains recognised in exchange reserves were £141 million which will be recycled to the income statement on completion of the transaction, in the year ending 30 June 2023.
(k) On 10 May 2022, Diageo sold its Picon brand. The sale resulted in an exceptional non-operating gain of £91 million, net of disposal costs. Disposal costs relating to the transaction amounted to £9 million.
(l) In the year ended 30 June 2022, ZAR 133 million (£6 million) of deferred considerationconditional agreement was paid to Diageo in respect of the sale of United National Breweries, the full amount of which represented a non-operating gain (2021 – a gain of £10 million; 2020 - a loss of £32 million).
(m) Certain subsidiaries of United Spirits Limited (USL) were soldterminated in the year ended 30 June 2021. The sale2023 as the buyer was unable to meet certain conditions to completion.

(14) On 29 September 2022, the group acquired the part of these subsidiaries resultedthe entire issued share capital of Mr Black Spirits Pty Ltd, owner of Mr Black, the Australian premium cold brew coffee liqueur, that it did not already own. As a result of Mr Black becoming a subsidiary of the group in an exceptional gain of £3 million.
(n) In the year ended 30 June 2021, the group reversed £1 million (2020 - £2 million) from provisions in relation to the sale of2023, a portfolio of 19 brands to Sazerac on 20 December 2018.
(o) In the year ended 30 June 2020, the disposal of an associate, Equal Parts, LLC resulted in an exceptional loss of £1 million.
(p) In the year ended 30 June 2020, Diageo completed the acquisition of Seedlip and Anna Seed 83 and acquired controlling interests in certain Distill Ventures entities. As a result of these entities becoming subsidiaries of the group, a gain of £8 million arose, being the difference between the book value of the associatesassociate prior to the transaction and theirits fair value.value plus transaction costs.

(15) Other exceptional non-operating items include subsequent gains and charges of items that were originally recognised as exceptional at inception. In the year ended 30 June 2023, other exceptional non-operating items resulted in a net gain of £4 million (2022 – £6 million; 2021 – £11 million), mainly driven by the deferred consideration received in respect of the sale of United National Breweries.
For further information on acquisition and sale of businesses and brands, see notenotes 8 (a) and 8 (b).

234
222

Financial statements (continued)

Cash payments and receipts included in net cash inflow from operating activities in respect of exceptional items were as follows:
2022
£ million
2021
£ million
2020
£ million
2023
£ million
2022
£ million
2021
£ million
Donations(37)(50)(7)
Thalidomide (note 15 (d) (i))Thalidomide (note 15 (d) (i))(16)(15)(17)Thalidomide (note 15 (d) (i))(14)(16)(15)
Winding down Russian operationsWinding down Russian operations(13)— — Winding down Russian operations(13)(13)— 
Supply chain agility programmeSupply chain agility programme(12)— — 
DonationsDonations (37)(50)
Indirect tax in KoreaIndirect tax in Korea (10)— Indirect tax in Korea — (10)
Ongoing litigation in TurkeyOngoing litigation in Turkey (1)— Ongoing litigation in Turkey — (1)
Substitution drawbackSubstitution drawback 60 26 Substitution drawback — 60 
French tax audit — (88)
Total cash paymentsTotal cash payments(66)(16)(86)Total cash payments(39)(66)(16)




5. Finance income and charges

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 a qualifying asset, being an asset that necessarily takes a substantial period of time to get ready for its intended use or sale, are added to the cost of that asset. Borrowing costs which are not capitalised are recognised in the income statement based onusing the effective interest method. All other 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.
The impact of derivatives, excluding cash flow hedges that are in respect of commodity price risk management or those that are used to hedge the currency risk of highly probable future currency cash flows, is included in interest income or interest charge.
235223

Financial statements (continued)
2022
£ million
2021
£ million
2020
£ million
2023
£ million
2022
£ million
2021
£ million
Interest incomeInterest income127 119 192 Interest income160 127 119 
Fair value gain on financial instrumentsFair value gain on financial instruments341 124 123 Fair value gain on financial instruments103 341 124 
Total interest income(1)
Total interest income(1)
468 243 315 
Total interest income(1)
263 468 243 
Interest charge on bank loans, bonds and overdraftsInterest charge on bank loans, bonds and overdrafts(371)(365)(390)Interest charge on bank loans, bonds and overdrafts(470)(371)(365)
Interest charge on leasesInterest charge on leases(12)(16)(15)Interest charge on leases(15)(12)(16)
Interest charge on other borrowingsInterest charge on other borrowings(92)(84)(120)Interest charge on other borrowings(271)(92)(84)
Fair value loss on financial instrumentsFair value loss on financial instruments(346)(126)(123)Fair value loss on financial instruments(102)(346)(126)
Total interest charges(1)
Total interest charges(1)
(821)(591)(648)
Total interest charges(1)
(858)(821)(591)
Net interest chargesNet interest charges(353)(348)(333)Net interest charges(595)(353)(348)
Net finance income in respect of post employment plans in surplus (note 14)Net finance income in respect of post employment plans in surplus (note 14)22 18 26 Net finance income in respect of post employment plans in surplus (note 14)59 22 18 
Hyperinflation adjustment in respect of Venezuela (note 1)1 
Hyperinflation adjustment in respect of Turkey (note 1 (f))Hyperinflation adjustment in respect of Turkey (note 1 (f))10 — — 
Hyperinflation adjustment in respect of Venezuela (note 1 (f))Hyperinflation adjustment in respect of Venezuela (note 1 (f)) 
Interest income in respect of direct and indirect taxInterest income in respect of direct and indirect tax2 15 16 Interest income in respect of direct and indirect tax8 15 
Unwinding of discountsUnwinding of discounts4 — — Unwinding of discounts — 
Other finance income — 
Total other finance incomeTotal other finance income29 35 51 Total other finance income77 29 35 
Net finance charge in respect of post employment plans in deficit (note 14)Net finance charge in respect of post employment plans in deficit (note 14)(12)(13)(17)Net finance charge in respect of post employment plans in deficit (note 14)(15)(12)(13)
Hyperinflation adjustment and foreign exchange revaluation of monetary items in respect of Lebanon (note 1)(3)(8)— 
Hyperinflation adjustment in respect of Turkey (note 1 (f))Hyperinflation adjustment in respect of Turkey (note 1 (f)) (34)— 
Hyperinflation adjustment in respect of Venezuela (note 1 (f))Hyperinflation adjustment in respect of Venezuela (note 1 (f))(2)— — 
Hyperinflation adjustment and foreign exchange revaluation of monetary items in respect of Lebanon (note 1 (f))Hyperinflation adjustment and foreign exchange revaluation of monetary items in respect of Lebanon (note 1 (f)) (3)(8)
Unwinding of discountsUnwinding of discounts(11)(20)(24)Unwinding of discounts(13)(11)(20)
Interest charge in respect of direct and indirect taxInterest charge in respect of direct and indirect tax(16)(11)(22)Interest charge in respect of direct and indirect tax(25)(16)(11)
Change in financial liability (Level 3)Change in financial liability (Level 3)(20)(7)(6)Change in financial liability (Level 3)(8)(20)(7)
Hyperinflation adjustment in respect of Turkey (note 1)(34)— — 
Guarantee feesGuarantee fees(1)(1)(1)Guarantee fees(1)(1)(1)
Other finance chargesOther finance charges(1)— (1)Other finance charges(12)(1)— 
Total other finance chargesTotal other finance charges(98)(60)(71)Total other finance charges(76)(98)(60)
Net other finance charges(69)(25)(20)
Net other finance income/(charges)Net other finance income/(charges)1 (69)(25)
(1)    Includes £27£81 million interest income and £(417)£(522) million interest charge in respect of financial assets and liabilities that are not measured at fair value through income statement (2021(2022 – £27 million income and £(417) million charge; 2021 – £28 million income and £(429) million charge; 2020 – £46 million income and £(471) million charge).


236224

Financial statements (continued)
6. Investments in associates and joint ventures

Accounting policies
An associate is an undertaking in which the group has a long-term equity interest and over which it has the power to exercise significant influence. A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the arrangement. The group’s interest in the net assets of associates and joint ventures is reported in investments in the consolidated balance sheet and its interest in their results (net of tax) is included in the consolidated income statement below the group’s operating profit. Associates and joint ventures are initially recorded at cost including transaction costs. Investments in associates and joint ventures are reviewed for impairment whenever events or circumstances indicate that the carrying amount may not be recoverable. The impairment review compares the net carrying value with the recoverable amount, where the recoverable amount is the higher of the value in use calculated as the present value of the group’s share of the associate’s future cash flows and its fair value less costs of disposal.

Diageo’s principal associate is Moët Hennessy of which Diageo owns 34%. Moët Hennessy is the wines and spirits subsidiarydivision of LVMH Moët Hennessy Louis Vuitton SA (LVMH). LVMH is based in France and is listed on the Paris Stock Exchange. Moët Hennessy is also based in France and is a producer and exporter of champagne and cognac brands.
A number of joint distribution arrangements have been established with LVMH in Asia Pacific and France, principally covering distribution of Diageo’s Scotch whisky and gin premium brands and Moët Hennessy’s champagne and cognac premium brands. Diageo and LVMH have each undertaken not to engage in any champagne or cognac activities competing with those of Moët Hennessy. The arrangements also contain certain provisions for the protection of Diageo as a non-controlling shareholder in Moët Hennessy.

(a) An analysis of the movement in the group’s investments in associates and joint ventures is as follows:
Moët
Hennessy
£ million
Others
£ million
Total
£ million
Moët
Hennessy
£ million
Others
£ million
Total
£ million
Cost less provisionsCost less provisionsCost less provisions
At 30 June 20203,395 162 3,557 
Exchange differences(228)(12)(240)
Additions— 38 38 
Share of profit/(loss) after tax335 (1)334 
Dividends(289)(1)(290)
Share of movements in other comprehensive income and equity(85)— (85)
Transfer— 
Impairment charged during the year— (8)(8)
At 30 June 2021At 30 June 20213,128 180 3,308 At 30 June 20213,128 180 3,308 
Exchange differencesExchange differences48 12 60 Exchange differences48 12 60 
AdditionsAdditions 65 65 Additions— 65 65 
Share of profit/(loss) after taxShare of profit/(loss) after tax425 (8)417 Share of profit/(loss) after tax425 (8)417 
DividendsDividends(186)(4)(190)Dividends(186)(4)(190)
Share of movements in other comprehensive income and equityShare of movements in other comprehensive income and equity(6) (6)Share of movements in other comprehensive income and equity(6)— (6)
Impairment charged during the yearImpairment charged during the year (2)(2)Impairment charged during the year (2)(2)
At 30 June 2022At 30 June 20223,409 243 3,652 At 30 June 20223,409 243 3,652 
Exchange differencesExchange differences(51)(8)(59)
AdditionsAdditions 93 93 
Share of profit/(loss) after taxShare of profit/(loss) after tax379 (9)370 
Step acquisitionStep acquisition (17)(17)
DividendsDividends(214)(5)(219)
Share of movements in other comprehensive income and equityShare of movements in other comprehensive income and equity36  36 
TransferTransfer 1 1 
Impairment charged during the yearImpairment charged during the year (28)(28)
At 30 June 2023At 30 June 20233,559 270 3,829 
(i)     Investment in associates balance includes loans given to and preference shares invested in associates of £163£168 million (2021(2022£108£163 million).
(ii)    If certain performance targets are met by associates in the Distill Ventures programme, an additional £22£27 million (2021(2022£33£22 million) will be invested in those associates.
225

Financial statements (continued)
(b) Moët Hennessy prepares its financial statements under IFRS as endorsed by the EU in euros to 31 December each year. The results arewere adjusted for alignment towith Diageo accounting policies and are a major part of the Wines & Spirits division of LVMH. The resultswere translated at £1 = €1.18 (2021€1.15 (2022£1£1 = €1.13; 2020€1.18; 2021£1£1 = €1.14)€1.13).
Income statement information for the three years ended 30 June 20222023 and balance sheet information as at 30 June 20222023 and 30 June 20212022 of Moët Hennessy isare as follows:
2022
£ million
2021
£ million
2020
£ million
2023
£ million
2022
£ million
2021
£ million
SalesSales5,553 4,819 4,425 Sales6,003 5,553 4,819 
Profit for the yearProfit for the year1,250 985 838 Profit for the year1,117 1,250 985 
Total comprehensive incomeTotal comprehensive income1,269 999 765 Total comprehensive income1,161 1,269 999 
237

Financial statements (continued)

2022
£ million
2021
£ million
2023
£ million
2022
£ million
Non-current assetsNon-current assets5,957 5,320 Non-current assets6,774 5,957 
Current assetsCurrent assets8,447 7,800 Current assets9,155 8,447 
Total assetsTotal assets14,404 13,120 Total assets15,929 14,404 
Non-current liabilitiesNon-current liabilities(1,791)(1,665)Non-current liabilities(2,108)(1,791)
Current liabilitiesCurrent liabilities(2,415)(2,256)Current liabilities(3,160)(2,415)
Total liabilitiesTotal liabilities(4,206)(3,921)Total liabilities(5,268)(4,206)
Net assetsNet assets10,198 9,199 Net assets10,661 10,198 
(i)    Including acquisition fair value adjustments principally in respect of Moët Hennessy’s brands and translated at £1 = €1.16 (2021€1.17 (2022 – £1 = €1.17)€1.16).

(c) Information on transactions between the group and its associates and joint ventures is disclosed in note 21.
(d) Investments in associates and joint ventures comprise the cost of shares less goodwill written off on acquisitions prior to 1 July 1998 of £1,340£1,384 million (2021(2022£1,254£1,340 million), plus the group’s share of post acquisition reserves of £2,312£2,445 million (2021(2022£2,054£2,312 million).
(e) The associates and joint ventures have not reported any material contingent liabilities in their latest financial statements.

7. Taxation

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 benefitstreatments are not recognised unless it is probable that a tax authority will accept the tax positions are sustainable.treatment. Once considered to be probable, tax benefitstreatments are reviewed each year to assess whether a provision should be taken against full recognition of the benefittreatment on the basis of potential settlement through negotiation and/or litigation.litigation with the relevant tax authorities. Tax provisions are included in current liabilities. Penalties and interest on tax liabilities are included in operating profit and finance charges, respectively.
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.purposes, except for deferred tax provision arising on goodwill from business combinations. The amount of deferred tax reflects the expected recoverable amount and is based on the 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 jurisdictions in which it operates. Management is required to estimate the amount that should be recognised as a tax liability or tax asset in many countries which are subject to tax audits which by their nature are often complex and can take several years to resolve; current tax balances are based on such estimations. Tax provisions are based on management’s judgement and 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 a subsequent period which could have a material impact on the group’s profit for the year.
The evaluation of deferred tax asset recoverability requires estimates to be made regarding the availability of future taxable income. For brands with an indefinite life, management’s primary intention is to recover the book value through a potential sale in the future, and therefore the deferred tax on the brand value is generally recognised using the appropriate country capital gains tax rate. To the extent
226

Financial statements (continued)
brands with an indefinite life have been impaired, management considers this to be an indication of recovery through use and in such a case deferred tax on the brand value is recognised using the appropriate country corporate income tax rate.

238

Financial statements (continued)
(a) Analysis of taxation charge for the year
United KingdomRest of worldTotal United KingdomRest of worldTotal
2022
£ million
2021
£ million
2020
£ million
2022
£ million
2021
£ million
2020
£ million
2022
£ million
2021
£ million
2020
£ million
2023
£ million
2022
£ million
2021
£ million
2023
£ million
2022
£ million
2021
£ million
2023
£ million
2022
£ million
2021
£ million
Current taxCurrent taxCurrent tax
Current yearCurrent year174 100 108 867 684 589 1,041 784 697 Current year160 174 100 879 867 684 1,039 1,041 784 
Adjustments in respect of prior yearsAdjustments in respect of prior years10 16 28 (25)26 29 (19)Adjustments in respect of prior years33 10 (39)16 28 (6)26 29 
184 101 114 883 712 564 1,067 813 678 193 184 101 840 883 712 1,033 1,067 813 
Deferred taxDeferred taxDeferred tax
Origination and reversal of temporary differencesOrigination and reversal of temporary differences 13 24 21 18 (143)21 31 (119)Origination and reversal of temporary differences25 — 13 (70)21 18 (45)21 31 
Changes in tax ratesChanges in tax rates2 46 1 32 39 3 78 45 Changes in tax rates— 46 11 32 11 78 
Adjustments in respect of prior yearsAdjustments in respect of prior years — (42)(23)(15)(42)(15)(15)Adjustments in respect of prior years6 — (35)(42)(23)(29)(42)(15)
2 67 30 (20)27 (119)(18)94 (89)31 67 (94)(20)27 (63)(18)94 
Taxation on profitTaxation on profit186 168 144 863 739 445 1,049 907 589 Taxation on profit224 186 168 746 863 739 970 1,049 907 

(b) Exceptional tax (credits)/charges
The taxation charge includes the following exceptional items:
 2022
£ million
2021
£ million
2020
£ million
Brand and tangible asset impairment(1)
(55)— (165)
Sale of Picon brand23 — — 
Winding down Russian operations3 — — 
Donations(2)
(2)(5)— 
Tax rate change in the United Kingdom(3)
 46 — 
Tax rate change in the Netherlands(4)
 42 — 
Obsolete inventories (7)
Substitution drawback 20 
Guaranteed minimum pension equalisation (1)— 
Other items — (2)
(31)84 (154)
 2023
£ million
2022
£ million
2021
£ million
Brand impairment(1)
(124)(55)— 
US guarantee fee claim(2)
(57)— — 
Supply chain agility programme(23)— — 
Distribution termination fee(11)— — 
Disposal of businesses and brands(3)
29 23 — 
Winding down Russian operations — 
Tax rate change in the United Kingdom(4)
 — 46 
Tax rate change in the Netherlands(5)
 — 42 
Other items (2)(4)
(186)(31)84 
(1) In the year ended 30 June 2023, an exceptional tax credit of £124 million was recognised mainly in respect of the impairment of the McDowell's brand. In the year ended 30 June 2022, the exceptional tax credit of £55 million consists of tax impact on the impairment of the McDowell's and Bell's brandbrands for £35 million and £20 million respectively. In the year ended 30 June 2020, the exceptional tax credit of £165 million consisted of tax impact on the impairment of the Windsor and USL brands for £105 million and £25 million, respectively, and exceptional tax credits in respect of fixed assets impairments in Nigeria and Ethiopia of £25 million and £10 million, respectively.
(2) In the year ended 30 June 2020, Diageo launched the “Raising the Bar” programme to support pubs and bars to welcome customers back and recover following the Covid-19 pandemic, including a commitment2023, an exceptional tax credit of $100£57 million (£81 million) over a period of up to two years from 1 July 2020. Due to uncertainty on the precise nature of the spend, it could not be determined whether the amounts were deductible for tax purposes in future periods. As a result, no deferred tax asset was recognised in respect of the provisiondeductibility of fees paid to Diageo plc for guaranteeing externally issued debt of US group entities. Following engagement with the tax authorities, guarantee fees for the periods ended 30 June 2012 to 30 June 2022 are fully deductible.
(3)    In the year ended 30 June 2020. Based on additional information becoming available for re-assessment,2023, the exceptional net tax charge of £29 million mainly comprised of a £2tax charge of £42 million (30 June 2021 – £5 million) exceptionalin respect of the sale of Guinness Cameroun S.A., partly offset by a tax credit was recognised forof £10 million in respect of the sale of certain USL businesses. In the year ended 30 June 2022.2022, a £23 million exceptional tax charge was recognised in respect of the gain on the sale of the Picon brand.
(3)(4) On 24 May 2021, legislation was substantively enacted in the UK to increase the corporate tax rate to 25% with effect from 1 April 2023. As a result of the change, an exceptional tax charge of £46 million was recognised for the year ended 30 June 2021 in relation to the remeasurement of deferred tax assets and liabilities. In addition, there was a one-off charge of £48 million to other comprehensive income and equity, mainly in respect of the remeasurement of the deferred tax liabilities on the post employment assets.
(4)(5) On 15 December 2020, legislation was substantively enacted in the Netherlands to maintain the headline corporate tax rate at 25%, reversing a previously enacted reduction in the corporate tax rate to 21.7% from 2021. As a result of the change, an exceptional tax charge of £42 million was recognised for the year ended 30 June 2021 in relation to the remeasurement of deferred tax liabilities. DuringIn the year ended 30 June 2022, the Dutch Senate enacted an increased tax rate of 25.8%. The remeasurement of deferred tax liabilities was recognised as an underlying tax charge.
239227

Financial statements (continued)

(c) Taxation rate reconciliation and factors that may affect future tax charges
2022
£ million
2022
%
2021
£ million
2021
%
2020
£ million
2020
%
2023
£ million
2023
%
2022
£ million
2022
%
2021
£ million
2021
%
Profit before taxationProfit before taxation4,387 3,706 2,043 Profit before taxation4,736 4,387 3,706 
Notional charge at UK corporation tax rateNotional charge at UK corporation tax rate833 19.0 704 19.0 388 19.0 Notional charge at UK corporation tax rate971 20.5 833 19.0 704 19.0 
Elimination of notional tax on share of after tax results of associates and joint venturesElimination of notional tax on share of after tax results of associates and joint ventures(79)(1.8)(63)(1.7)(54)(2.6)Elimination of notional tax on share of after tax results of associates and joint ventures(76)(1.6)(79)(1.8)(63)(1.7)
Differences in overseas tax ratesDifferences in overseas tax rates161 3.7 128 3.5 53 2.6 Differences in overseas tax rates95 2.0 161 3.7 128 3.5 
Effect of intra-group financing  — — (13)(0.6)
Non-taxable gain on disposals of businesses  (2)(0.1)— — 
Step-up gain  — — (2)(0.1)
Other tax rate and tax base differences  — — (47)(2.3)
Disposal of businesses and brandsDisposal of businesses and brands(42)(0.9)21 0.5 (2)(0.1)
Other items not chargeableOther items not chargeable(49)(1.1)(52)(1.4)(60)(3.0)Other items not chargeable(63)(1.3)(49)(1.1)(52)(1.4)
ImpairmentImpairment36 0.8 — — 135 6.6 Impairment(2) 36 0.8 — — 
Non-deductible losses on disposals of businesses21 0.5 — — 0.3 
Other items not deductible(1)
Other items not deductible(1)
58 1.3 67 1.8 115 5.6 
Other items not deductible(1)
71 1.5 58 1.3 67 1.8 
Irrecoverable withholding taxesIrrecoverable withholding taxes39 0.9 25 0.7 36 1.7 Irrecoverable withholding taxes38 0.8 39 0.9 25 0.7 
Movement in provision in respect of uncertain tax positions(2)(1)
Movement in provision in respect of uncertain tax positions(2)(1)
42 0.9 — 0.3 
Movement in provision in respect of uncertain tax positions(2)(1)
27 0.6 42 0.9 — 
Changes in tax rates(3)(2)
Changes in tax rates(3)(2)
3 0.1 78 2.1 45 2.2 
Changes in tax rates(3)(2)
11 0.2 0.1 78 2.1 
Adjustments in respect of prior years(4)(3)
Adjustments in respect of prior years(4)(3)
(16)(0.4)21 0.6 (19)(0.9)
Adjustments in respect of prior years(4)(3)
(60)(1.3)(16)(0.4)21 0.6 
Taxation on profitTaxation on profit1,049 23.9 907 24.5 589 28.8 Taxation on profit970 20.5 1,049 23.9 907 24.5 
Tax rate before exceptional itemsTax rate before exceptional items 22.5 — 22.2 — 21.7 Tax rate before exceptional items 23.0 — 22.5 — 22.2 
(1) Other items not deductible include additional state and local taxes and other expenses.
(2) Movement in provision in respect of uncertain tax positions includes both current and prior year uncertain tax position movements.
(3)(2)    Changes in tax rates for the year ended 30 June 2021 are mainly due to the tax rate change in the Netherlands and the United Kingdom. Changes in tax rates for the year ended 30 June 2020 are mainly due to the Netherlands, UK, India and Kenya.
(4)(3)    Excludes prior year movement in provisions. Also included an exceptional tax credit of £57 million in respect of the deductibility of fees paid to Diageo plc for guaranteeing externally issued debt of its US group entities.
    
The table above reconciles the notional taxation charge calculated at the UK tax rate, to the actual total tax charge. As a group 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 group’s worldwide business leads to the consideration of a number 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.
Significant ongoing changes in the international tax environment and an increase in global tax audit activity means that tax uncertainties and associated risks have been gradually increasing. In the medium term, these risks could result in an increase in tax liabilities or adjustments to the carrying value of deferred tax assets and liabilities. See note 19 (f).
The group has a number of ongoing tax audits worldwide for which provisions are recognised in line with the relevant accounting standard, taking into account best estimates and management’s judgements concerning the ultimate outcome of the tax audit.audits. For the year ended 30 June 20222023, the ongoing audits that are provided for individually are not expected to result in a material tax liability. The current tax asset of £149£232 million (30 June 20212022£145£149 million) and tax liability of £252£135 million (30 June 20212022£146£252 million) include £156173 million (30 June 20212022£129156 million) of provisions for tax uncertainties.
The cash tax paid forin the year ended 30 June 20222023 amounts to £949£1,201 million (30 June 20212022£852£949 million) and is £100231 million lowerhigher than the current tax charge (30 June 20212022£39£100 million higher)lower). This arises as a result of timing differences between the accrual of income taxes, the movement in the provision for uncertain tax positions and the actual payment of cash.
On 20In December 2021, the OECD released a framework for Pillar Two Model Rules which will introduce a global minimum corporate tax rate of 15% applicable to multinational enterprise groups with global revenue over €750 million. In addition,The legislation implementing the rules in the UK was substantively enacted on 20 July 2022, HM Treasury released draft UK legislation that would commence for accounting periods starting on or after 31 DecemberJune 2023 (i.e.and will apply to Diageo from the financial year ending 30 June 2025 for Diageo).onwards. Diageo is reviewing this draft legislation and also monitoring the status of implementation of the model rules outside of the UK to understand the potential impact on the group.

Diageo has applied the temporary exception under IAS 12 in relation to the accounting for deferred taxes arising from the implementation of the Pillar Two rules.
240228

Financial statements (continued)
(d) Deferred tax assets and liabilities
Deferred tax recognised in the consolidated balance sheet comprise the following net deferred tax (liabilities)/assets:
Property,
plant and
equipment
£ million
Intangible
assets
£ million
Post
employment
plans
£ million
Tax losses
£ million
Other
temporary
differences(1)
£ million
Total
£ million
Property,
plant and
equipment
£ million
Intangible
assets
£ million
Post
employment
plans
£ million
Tax losses
£ million
Other
temporary
differences(1)
£ million
Total
£ million
At 30 June 2020(340)(1,736)(72)61 234 (1,853)
At 30 June 2021At 30 June 2021(381)(1,636)(129)57 244 (1,845)
Exchange differencesExchange differences26 176 (7)(5)(17)173 Exchange differences(21)(155)17 (153)
Recognised in income statementRecognised in income statement(28)(19)— 29 (16)Recognised in income statement(42)(3)(10)74 21 
ReclassificationReclassification— — — (7)— Reclassification40 — — (7)35 
Recognised in other comprehensive loss and equityRecognised in other comprehensive loss and equity— — (6)— (2)(8)Recognised in other comprehensive loss and equity(20)(104)(103)— 20 (207)
Tax rate change – recognised in income statementTax rate change – recognised in income statement(39)(48)(2)10 (78)Tax rate change – recognised in income statement(1)(3)— — (3)
Tax rate change – recognised in other comprehensive loss and equityTax rate change – recognised in other comprehensive loss and equity— — (44)— (4)(48)Tax rate change – recognised in other comprehensive loss and equity— — (22)— (20)
Acquisition of subsidiariesAcquisition of subsidiaries— (16)— — (15)Acquisition of subsidiaries— (31)— — — (31)
At 30 June 2021(381)(1,636)(129)57 244 (1,845)
Sale of businessesSale of businesses(5)— — — (2)
At 30 June 2022At 30 June 2022(468)(1,892)(261)63 353 (2,205)
Exchange differencesExchange differences(21)(155)3 3 17 (153)Exchange differences33 113 (3)1 (10)134 
Recognised in income statementRecognised in income statement(42)(3)(10)2 74 21 Recognised in income statement(30)93 2 (15)24 74 
Reclassification2 40   (7)35 
Recognised in other comprehensive loss and equity(20)(104)(103) 20 (207)
Recognised in other comprehensive income and equityRecognised in other comprehensive income and equity(6)(30)152  (50)66 
Tax rate change – recognised in income statementTax rate change – recognised in income statement(1)(3) 1  (3)Tax rate change – recognised in income statement(1)(12)(1) 3 (11)
Tax rate change – recognised in other comprehensive loss and equity  (22) 2 (20)
Acquisition of businesses (31)   (31)
Acquisition of subsidiariesAcquisition of subsidiaries (71)   (71)
Transfer from asset held for saleTransfer from asset held for sale(2)(37)  5 (34)
Sale of businessesSale of businesses(5)   3 (2)Sale of businesses10  (1) (4)5 
At 30 June 2022(468)(1,892)(261)63 353 (2,205)
At 30 June 2023At 30 June 2023(464)(1,836)(112)49 321 (2,042)
(1)    Deferred tax on other temporary differences includes hyperinflation, fair value movement on cross-currency swaps, interest and finance costs, share-based payments and intra-group sales of products.

After offsetting deferred tax assets and liabilities where appropriate within territories,that relate to taxes levied by the same taxation authority on the same taxable fiscal unit, the net deferred tax liability comprises:
2022
£ million
2021
£ million
2023
£ million
2022
£ million
Deferred tax assetsDeferred tax assets114 100 Deferred tax assets141 114 
Deferred tax liabilitiesDeferred tax liabilities(2,319)(1,945)Deferred tax liabilities(2,183)(2,319)
(2,205)(1,845)(2,042)(2,205)

Deferred tax assets of £114£141 million include £47£65 million (20212022£48£47 million) arising in jurisdictions with prior year taxable losses, primarily in respect of Germany and Brazil. It is considered more likely than not that there will be sufficient future taxable profits to realise these deferred tax assets, which for the most part arose on losses from a historic one-off transaction, and on existing provisions. The majority of whichdeferred tax assets can be carried forward indefinitely. From the total recognised tax losses of £49 million, it is expected that £10 million will be utilised in the year ending 30 June 2024.

(e) Unrecognised deferred tax assets
The following table below shows the tax value of tax losses which has not been recognised due to uncertainty over their utilisation in future periods. The gross value of those losses is £674£632 million (20212022£708674 million).
2022
£ million
2021
£ million
2023
£ million
2022
£ million
Capital losses – indefiniteCapital losses – indefinite98 105 Capital losses – indefinite98 98 
Trading losses – indefiniteTrading losses – indefinite25 23 Trading losses – indefinite24 25 
Trading and capital losses – expiry dates up to 2032Trading and capital losses – expiry dates up to 203246 50 Trading and capital losses – expiry dates up to 203239 46 
169 178 161 169 

Additionally, no deferred tax asset has been recognised in respect of certain temporary differences arising from brand valuations, as the group is not planning to sell those brands thus the benefit from the temporary differences is unlikely to be realised.
241229

Financial statements (continued)
(f) Unrecognised deferred tax liabilities
Relevant legislation largely exempts overseas dividends remitted from tax. A tax liability is more likely to arise in respect of withholding taxes levied by the overseas jurisdiction. Deferred tax is provided where there is an intention to distribute earnings, and a tax liability arises. It is impractical to estimate the amount of unrecognised deferred tax liabilities in respect of these unremitted earnings.
The aggregate amount of temporary differences in respect of investments in subsidiaries, branches, interests in associates and joint ventures for which deferred tax liabilities have not been recognised is approximately £21.0£19.8 billion (2021(2022£16.4£21.0 billion).

242230

Financial statements (continued)
Operating assets and liabilities

Introduction
This section describes the assets used in the group’s operations and the liabilities incurred. Liabilities relating to the group’s financing activities are included in section ‘Risk management and capital structure’ and balance sheet information in respect of associates, joint ventures and taxation are covered in section ‘Results for the year’. This section also provides detailed disclosures on the group’s recent acquisitions and disposals, performance and financial position of its defined benefit post employment plans.

8. Acquisition and sale of businesses and brands and purchase of non-controlling interests

Accounting policies
The consolidated financial statements include the results of the company and its subsidiaries together with the group’s attributable share of the results of associates and joint ventures. The results of subsidiaries acquired or sold are included in the income statement from, or up to, the date that control passes.
Business combinations are accounted for using the acquisition method. Identifiable assets, liabilities and contingent liabilities acquired are measured at fair value at acquisition date. The consideration payable is measured at fair value and includes the fair value of any contingent consideration. Among other factors, the group considers the nature of, and compensation for the selling shareholders' continuing employment to determine if any contingent payments are for post-combination employee services, which are excluded from consideration.
On the acquisition of a business, or of an interest in an associate or joint venture, fair values, reflecting conditions at the date of acquisition, are attributed to the net assets, including identifiable intangible assets and contingent liabilities acquired. Directly attributable acquisition costs in respect of subsidiary companies acquired are recognised in other external charges as incurred.
The non-controlling interests on the date of acquisition can be measured either at the fair value or at the non-controlling shareholder’s proportion of the net fair value of the identifiable assets assumed. This choice is made separately for each acquisition.
Where the group has issued a put option over shares held by a non-controlling interest, the group derecognises the non-controlling interests and instead recognises a contingent deferred consideration liability for the estimated amount likely to be paid to the non-controlling interest on the exercise of those options. Movements in the estimated liability in respect of put options are recognised in retained earnings.
Transactions with non-controlling interests are recorded directly in retained earnings.
For all entities in which the company directly or indirectly owns equity, a judgement is made to determine whether it controls and therefore should fully consolidate the investee. An assessment is carried out to determine whether the group has the exposure or rights to the variable returns of the investee and has the ability to affect those returns through its power over the investee. To establish control, an analysis is carried out of the substantive and protective rights that the group and the other investors hold. This assessment is dependent on the activities and purpose of the investee and the rights of the other shareholders, such as which party controls the board, executive committee and material policies of the investee. Determining whether the rights that the group holds are substantive, requires management judgement.
Where less than 50% of the equity of an investee is held, and the group holds significantly more voting rights than any other vote holder or organised group of vote holders, this may be an indicator of de facto control. An assessment is needed to determine all the factors relevant to the relationship with the investee to ascertain whether control has been established and whether the investee should be consolidated as a subsidiary. Where voting power and returns from an investment are split equally between two entities then the arrangement is accounted for as a joint venture.
On an acquisition, fair values are attributed to the assets and liabilities acquired. This may involve material judgement to determine these values.
243231

Financial statements (continued)
(a) Acquisition of businesses
Fair value of net assets acquired and cash consideration paid in respect of the acquisition of subsidiaries in the three years ended 30 June 20222023 were as follows:
Net assets acquired and consideration Net assets acquired and consideration
21Seeds
£ million
Other
£ million
2022
£ million
2021
£ million
2020
£ million
Don Papa
£ million
Other
£ million
2023
£ million
2022
£ million
2021
£ million
Brands and other intangiblesBrands and other intangibles84 36 120 334 102 Brands and other intangibles293 45 338 120 334 
Property, plant and equipmentProperty, plant and equipment   15 — Property, plant and equipment1 24 25 — 15 
InventoriesInventories4 2 6 12 Inventories6 21 27 12 
Other working capitalOther working capital 3 3 (3)(3)Other working capital(2)(1)(3)(3)
Deferred taxDeferred tax(20)(11)(31)(15)(19)Deferred tax(67)(4)(71)(31)(15)
BorrowingsBorrowings   (8)— Borrowings   — (8)
Cash1  1 
(Overdraft)/Cash(Overdraft)/Cash(1)1  
Fair value of assets and liabilitiesFair value of assets and liabilities69 30 99 339 84 Fair value of assets and liabilities230 86 316 99 339 
Goodwill arising on acquisitionGoodwill arising on acquisition48 22 70 274 Goodwill arising on acquisition64 28 92 70 274 
Settlement of pre-existing relationshipSettlement of pre-existing relationship (1)(1)— — Settlement of pre-existing relationship   (1)— 
Step acquisitionsStep acquisitions (6)(6)— (23)Step acquisitions (11)(11)(6)— 
Consideration payableConsideration payable117 45 162 613 69 Consideration payable294 103 397 162 613 
Satisfied by:Satisfied by:Satisfied by:
Cash consideration paidCash consideration paid(62)(26)(88)(358)(27)Cash consideration paid(218)(98)(316)(88)(358)
Contingent consideration payableContingent consideration payable(55)(15)(70)(253)(42)Contingent consideration payable(72)(4)(76)(70)(253)
Deferred consideration payableDeferred consideration payable (4)(4)(2)— Deferred consideration payable(4)(1)(5)(4)(2)
(117)(45)(162)(613)(69)(294)(103)(397)(162)(613)
Cash consideration paid in respect of the acquisition of businesses and purchase of shares of non-controlling interests in the three years ended 30 June 20222023 were as follows:
ConsiderationConsideration
2022
£ million
2021
£ million
2020
£ million
2023
£ million
2022
£ million
2021
£ million
Acquisitions in the year - subsidiariesAcquisitions in the year - subsidiariesAcquisitions in the year - subsidiaries
Cash consideration paidCash consideration paid(88)(358)(27)Cash consideration paid(316)(88)(358)
Cash acquiredCash acquired 
Prior year acquisitions - subsidiariesPrior year acquisitions - subsidiariesPrior year acquisitions - subsidiaries
Contingent consideration paid for CasamigosContingent consideration paid for Casamigos(83)(89)(49)Contingent consideration paid for Casamigos (83)(89)
Other considerationOther consideration(36)(7)(9)Other consideration(26)(36)(7)
Investments in associatesInvestments in associatesInvestments in associates
Cash consideration paidCash consideration paid(4)— (6)Cash consideration paid(14)(4)— 
Capital injectionCapital injection(61)(38)(41)Capital injection(79)(61)(38)
Cash acquired
Net cash outflow on acquisition of businessesNet cash outflow on acquisition of businesses(271)(488)(130)Net cash outflow on acquisition of businesses(435)(271)(488)
Purchase of shares of non-controlling interestsPurchase of shares of non-controlling interests (42)(62)Purchase of shares of non-controlling interests(146)— (42)
Total net cash outflowTotal net cash outflow(271)(530)(192)Total net cash outflow(581)(271)(530)

244232

Financial statements (continued)
Acquisitions in the year
On 10 March 2023, Diageo completed the acquisition of Kanlaon Limited and Chat Noir Co. Inc., (the owner of Don Papa Rum) to support Diageo’s participation in the super-premium dark rum segment for upfront cash consideration of €246 million (£218 million), deferred consideration of €4 million (£4 million) and contingent consideration of up to €178 million (£158 million) through to 2028 subject to certain financial performance targets, reflecting the brand’s expected growth potential. The fair value of the contingent consideration of €82 million (£72 million) was estimated by calculating the present value of the future expected cash flows which is dependent on management’s estimates in respect of the forecasting of future cash flows and the discount rates applicable to the future cash flows. The goodwill arising on the acquisition of Don Papa Rum represents expected revenue synergies and the acquired workforce. Don Papa Rum contributed £10 million to net sales and £15 million operating loss to the period, out of which £15 million is related to acquisition transaction and integration costs in the year ended 30 June 2023. The fair value measurement of assets and liabilities acquired is in progress. The fair values of assets and liabilities acquired are provisional and will be finalised in the year ending 30 June 2024. Diageo completed further acquisitions in the year ended 30 June 2023: (i) on 29 September 2022, the acquisition of the remaining issued share capital of Mr Black Spirits Pty Ltd, owner of Mr Black, the Australian premium cold brew coffee liqueur, that it did not already own; and (ii) on 2 November 2022, the acquisition of the entire issued share capital of Balcones Distilling, a Texas craft distiller and one of the leading producers of American single malt whiskey in the United States. The aggregate up-front cash consideration paid on completion of these transactions in the year ended 30 June 2023 was £98 million.

Prior year acquisitions
On 31 March 2022, Diageo acquired 100% equity interest in 21Seeds, to support Diageo's participation in the super premium flavoured tequila segment, for a total consideration of £62 million upfront in cash and a contingent consideration of up to £61 million linked to performance targets. The goodwill arising on the acquisition of 21Seeds represents expected revenue synergies and acquired workforce. The fair values of assets and liabilities acquired are provisional and will be finalised in the year ending 30 June 2023.
Diageo completed further acquisitions in the year ended 30 June 2022, including (i) on 27 January 2022, the acquisition of Casa UM, to expand Reserve portfolio with premium artisanal mezcal brand, Mezcal Unión and (ii) on 29 June 2022, the acquisition of Vivanda, owner of the technology behind 'What's your Whisky' platform and the Journey of Flavour experience at Johnnie Walker Princes Street, to support Diageo's ambition to provide customised brand experiences across all channels. The aggregate upfront cash consideration paid on completion of these transactions in the year ended 30 June 2022 was £26 million. In addition, these transactions included provision for further contingent consideration of up to £18 million in aggregate, linked to performance targets and a further deferred consideration of £4 million.

Prior year acquisitions
On 30 September 2020, Diageo completed the acquisition of Aviation Gin LLC (Aviation Gin) and Davos Brands LLC (Davos Brands) to support Diageo's participation in the super-premium gin segment for a total consideration of $337 million (£263 million) upfront in cash and contingent consideration of up to $275 million (£214 million) linked to performance targets.

Diageo also completed a number of additional acquisitions in the year ended 30 June 2021, comprising: (i) on 26in February 2021, the acquisition of Chase Distillery Limited, to further support Diageo's participation in the premium-plus gin segment in the United Kingdom; (ii) on 8in March 2021, the acquisition of Far West Spirits LLC, owner of the Lone River Ranch Water brand, to improve Diageo's participation in the ready to drink category in the United States; and (iii) on 14in April 2021, the acquisition of Sons of Liberty Spirits Company, to expand Diageo's spirits-based ready to drink portfolio with Loyal 9 Cocktails. The aggregate upfront cash consideration paid on completion of these 3three transactions in the year ended 30 June 2021 was £95 million. In addition, 2two of these transactions included provision for further contingent consideration of up to £86 million in aggregate, in each case linked to performance targets, and one of the transactions provided for a further £2 million of deferred consideration, of which £1 million was paid by 30 June 2021.
During the year ended 30 June 2020, Diageo completed a number of acquisitions, the largest of these were Seedlip Ltd and Anna Seed 83 Ltd, the brand owners of Seedlip and Æcorn distilled non-alcoholic spirits and aperitifs, both of which completed on 6 August 2019.
During the prior years Diageo completed a number of smaller acquisitions of brands, distribution rights and equity interests in various drinks businesses and made contingent consideration payments in respect of prior year acquisitions.

Purchase of shares of non-controlling interests
On 24 March 2023, Diageo completed the purchase of 14.97% of the share capital of EABL for an aggregate consideration of KES 22,732 million (£142 million) in cash and transaction costs of £4 million. This took Diageo’s shareholding in EABL from 50.03% to 65%. EABL was already controlled and therefore consolidated prior to this transaction.
In the yearsyear ended 30 June 2021, and 2020, East African Breweries Ltd,EABL, a Diageo subsidiary completed the acquisition of 30% and 4%, respectively, of shares in Serengeti Breweries Limited for a consideration of $55 million (£42 million) and $3 million (£2 million) in cash respectively and £16 million in the form of shareholder loan from two Diageo subsidiaries in 2021, increasing Diageo's effective economic interest from 39.2%40.2% to 47.0%.
All transactions were recognised in retained earnings.
In August 2019 and February 2020, in two separate purchases, Diageo acquired shares in United Spirits Limited (USL) for INR 5,495 million (£60 million), which increased Diageo’s percentage of shares owned in USL from 54.78% to 55.94% (excluding 2.38% owned by the USL Benefit Trust).


245233

Financial statements (continued)
(b) Sale of businesses and brands

Cash consideration received and net assets disposed of in respect of sale of businesses and brands in the three years ended 30 June 20222023 were as follows:

2022
£ million
2021
£ million
2020
£ million
Guinness Cameroun S.A.
£ million
Other
£ million
2023
£ million
2022
£ million
2021
£ million
Sale considerationSale considerationSale consideration
Cash receivedCash received106 14 11 Cash received384 115 499 106 14 
Overdraft disposed of2 — — 
(Cash)/overdraft disposed of(Cash)/overdraft disposed of(13) (13)— 
Transaction and other directly attributable costs paidTransaction and other directly attributable costs paid(26)— — Transaction and other directly attributable costs paid(17)(7)(24)(26)— 
Net cash receivedNet cash received82 14 11 Net cash received354 108 462 82 14 
Transaction costs payableTransaction costs payable(16)(1)Transaction costs payable(8)3 (5)(16)
66 15 10 346 111 457 66 15 
Net assets disposed ofNet assets disposed ofNet assets disposed of
GoodwillGoodwill(14)— — Goodwill   (14)— 
Property, plant and equipmentProperty, plant and equipment(11)(2)(1)Property, plant and equipment(103)(3)(106)(11)(2)
Investment in associates — (1)
Assets and liabilities held for saleAssets and liabilities held for sale — (30)Assets and liabilities held for sale (79)(79)— — 
InventoriesInventories(4)— — Inventories(24)(4)(28)(4)— 
Other working capitalOther working capital15 — Other working capital69  69 15 
Other borrowingsOther borrowings1 — — Other borrowings2  2 — 
Corporate taxCorporate tax(5)— — Corporate tax(3) (3)(5)— 
Deferred taxDeferred tax(2)— — Deferred tax5  5 (2)— 
Post employment benefit liabilitiesPost employment benefit liabilities4  4 — — 
(20)(1)(32)(50)(86)(136)(20)(1)
Impairment charge recognised up until the date of saleImpairment charge recognised up until the date of sale — (7)Impairment charge recognised up until the date of sale(3) (3)— — 
Exchange recycled from other comprehensive incomeExchange recycled from other comprehensive income(63)— (4)Exchange recycled from other comprehensive income17 1 18 (63)— 
(Loss)/gain on disposal before taxation(17)14 (33)
Gain/(loss) on disposal before taxationGain/(loss) on disposal before taxation310 26 336 (17)14 
TaxationTaxation(23)— — Taxation(42)13 (29)(23)— 
(Loss)/gain on disposal after taxation(40)14 (33)
Gain/(loss) on disposal after taxationGain/(loss) on disposal after taxation268 39 307 (40)14 



On 26 May 2023, Diageo completed the sale of Guinness Cameroun S.A., its brewery in Cameroon. The aggregate consideration for the disposal was £384 million, the disposed net asset of £63 million mainly included property, plant and equipment and trade and other payables. The transaction resulted in a non-operating exceptional gain of £310 million. The disposed Cameroon operations contributed net sales of £101 million (2022 – £124 million; 2021 – £113 million), operating profit of £26 million (2022– £27 million; 2021– £22 million) in the year ended 30 June 2023.
On 30 September 2022, Diageo completed the sale of the Popular brands of its USL business. The aggregate consideration for the disposal was £87 million, the disposed net assets included net working capital of £31 million and brands of £22 million, and £16 million goodwill was derecognised. The transaction resulted in a non-operating exceptional gain of £4 million. Popular brands contributed net sales of £34 million (2022– £139 million; 2021 – £148 million), operating profit of £5 million (2022– £26 million; 2021– £30 million) in the year ended 30 June 2023.

On 25 April 2022, Diageo sold its Ethiopian subsidiary, Meta Abo Brewery Share Company. A loss of £95 million was recognised as a non-operating item attributable to the sale, including cumulative translation losses in the amount of £63 million recycled to the income statement.
On 10 May 2022, Diageo completed the sale of the Picon brand for an upfront consideration of €117 million (£100 million). The gain of £91 million, net of disposal cost, was recognised as a non-operating item in the income statement.
In the year ended 30 June 2022, ZAR133ZAR 133 million (£6 million) (2021 – £10 million) of deferred consideration was paid to Diageo in respect of the sale of United National Breweries. The disposal was completed on 1 April 2020 for an aggregate consideration of ZAR 600 million (£27 million) from which ZAR 378 million (£17 million) was deferred.
Prior year disposals further included the sale of certain United Spirits LimitedUSL subsidiaries in the year ended 30 June 2021 for an aggregate consideration of £3 million, which resulted in an exceptional gain of £3 million.




246234

Financial statements (continued)


(c) Assets and liabilities held for sale
Windsor
business
£ million
USL Popular brands
£ million
2022
£ million
Intangible assets145 20 165 
Property, plant and equipment12 
Other investments— 
Inventories15 21 
Trade and other receivables22 23 
Assets held for sale156 66 222 
Trade and other payables(5)(13)(18)
Corporation tax(6)— (6)
Deferred tax(28)(7)(35)
Leases(2)— (2)
Liabilities held for sale(41)(20)(61)
Total115 46 161 

Diageo signed a share purchase agreement on 25Assets and liabilities held for sale at 30 June 2022 included Diageo’s Windsor business in Korea and the portfolio of Popular brands of USL.
In March 2022, withDiageo agreed to sell its Windsor business in Korea to Bayside/Metis Private Equity Consortium to disposeConsortium. On 27 September 2022, Diageo announced the termination of the Windsorconditional agreement. Consequently, the recoverable assets and liabilities attributable to the business in Korea. The sale is considered to be highly probable and it is anticipated to complete in the year ending 30 June 2023.were reclassified out of held for sale.
Following the strategic review of its selected Popular brands, onOn 27 May 2022, United Spirits LimitedUSL reached agreement with Inbrew Beverages Pvt Limited for the sale of 32Popular brands. On 30 September 2022, Diageo announced the completion of the sale of the selected Popular brands, including Old Tavern and White Mischief. The sale coversaccordingly the related contracts, permits, intellectual property rights, associated employees, working capital and a manufacturing facility. The transaction is highly probable to be completed in the year ending 30 June 2023.
It is unlikely that any significant change would take place to the plan to sell these asset groups, hence the impacted assets and liabilities attributable to the business were classified asdisposed from held for sale at 30 June 2022. Assets and liabilities were measured at their cost as the lower of cost and fair value less cost of disposal.sale.
247235

Financial statements (continued)
9. Intangible assets

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 if 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. 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 they are amortised on a straight-line basis 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 the net carrying value with the recoverable amount (where recoverable amount is the higher of fair value less costs of disposal and value in use). and in case the net carrying value exceeds the recoverable amount an impairment charge is recognised. Amortisation and any impairment write downs are charged to other operating expenses in the income statement.
Computer software is amortised on a straight-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.
Critical accounting estimates and judgements
Assessment of the recoverable amount of an intangible asset and the useful economic life of an asset are based on management's estimates.
Impairment reviews are carried out to ensure that intangible assets, including brands, are not carried at above their recoverable amounts. Value in use and fair value less costs of disposal are both considered for these reviews and any impairment charge is based on these. The tests are dependent on management’s estimates in respect of the forecasting of future cash flows, the discount rates applicable to the future cash flows and what expected growth rates are reasonable. Judgement is required in determining the cash-generating units. Such estimates and judgements are subject to change as a result of changing economic conditions and actual cash flows may differ from forecasts.
The below additional considerations have been applied by management regarding the potential financial impacts of increasing inflationary pressures, recently observable worldwide:
changes in the interest rate environment are taken into consideration when determining the discount rates;
terminal growth rates do not exceed the long-term annual inflation rate of the country or region, thus excluding any increased inflation growth experienced in the short-term;
additional sensitivity scenarios are applied for those markets or regions where the inflation and/or the exchange devaluation is considered significant based on management’s judgement.
Consideration of climate risk impact
The impact of climate risk on the future cash flows has also been considered for scenarios analysed in line with the climate change risk assessment. The climate change scenario analyses performed in 20222023 – conducted in line with TCFD recommendations (‘Transition Scenario’ (RCP 2.6), a ‘Moderate Warming’ Scenario (RCP 4.5) and a ‘Severe Warming Scenario (RCP 8.5)) – identified no material financial impact to the current year impairment assessments.
248236

Financial statements (continued)
Brands
£ million
Goodwill
£ million
Other
intangibles
£ million
Computer
software
£ million
Total
£ million
Brands
£ million
Goodwill
£ million
Other
intangibles
£ million
Computer
software
£ million
Total
£ million
CostCostCost
At 30 June 20208,923 2,664 1,587 698 13,872 
Exchange differences(799)(311)(174)(30)(1,314)
Additions334 274 32 648 
Disposals— — — (27)(27)
At 30 June 2021At 30 June 20218,458 2,627 1,421 673 13,179 At 30 June 20218,458 2,627 1,421 673 13,179 
Hyperinflation adjustment in respect of TurkeyHyperinflation adjustment in respect of Turkey315 208  1 524 Hyperinflation adjustment in respect of Turkey315 208 — 524 
Exchange differencesExchange differences639 145 194 28 1,006 Exchange differences639 145 194 28 1,006 
AdditionsAdditions109 70 55 67 301 Additions109 70 55 67 301 
DisposalsDisposals(23)(42) (23)(88)Disposals(23)(42)— (23)(88)
Reclassification to asset held for saleReclassification to asset held for sale(560)  (8)(568)Reclassification to asset held for sale(560)— — (8)(568)
At 30 June 2022At 30 June 20228,938 3,008 1,670 738 14,354 At 30 June 20228,938 3,008 1,670 738 14,354 
Hyperinflation adjustment in respect of TurkeyHyperinflation adjustment in respect of Turkey81 60   141 
Exchange differencesExchange differences(531)(257)(64)(16)(868)
AdditionsAdditions338 92 13 155 598 
DisposalsDisposals   (26)(26)
Reclassification from/(to) asset held for saleReclassification from/(to) asset held for sale453 (29)  424 
At 30 June 2023At 30 June 20239,279 2,874 1,619 851 14,623 
Amortisation and impairmentAmortisation and impairmentAmortisation and impairment
At 30 June 20201,168 752 78 574 2,572 
Exchange differences(71)(82)(3)(26)(182)
Amortisation for the year— — 44 49 
Disposals   (24)(24)
At 30 June 2021At 30 June 20211,097 670 80 568 2,415 At 30 June 20211,097 670 80 568 2,415 
Exchange differencesExchange differences51 60 (1)25 135 Exchange differences51 60 (1)25 135 
Amortisation for the yearAmortisation for the year  7 38 45 Amortisation for the year  38 45 
ImpairmentImpairment317 19   336 Impairment317 19 — — 336 
DisposalsDisposals(23)(28) (20)(71)Disposals(23)(28)— (20)(71)
Reclassification to asset held for saleReclassification to asset held for sale(400)  (8)(408)Reclassification to asset held for sale(400)— — (8)(408)
At 30 June 2022At 30 June 20221,042 721 86 603 2,452 At 30 June 20221,042 721 86 603 2,452 
Exchange differencesExchange differences(96)(61)(1)(15)(173)
Amortisation for the yearAmortisation for the year  16 40 56 
ImpairmentImpairment498    498 
DisposalsDisposals   (24)(24)
Reclassification from/(to) asset held for saleReclassification from/(to) asset held for sale315 (13)  302 
At 30 June 2023At 30 June 20231,759 647 101 604 3,111 
Carrying amountCarrying amountCarrying amount
At 30 June 2023At 30 June 20237,520 2,227 1,518 247 11,512 
At 30 June 2022At 30 June 20227,896 2,287 1,584 135 11,902 At 30 June 20227,896 2,287 1,584 135 11,902 
At 30 June 2021At 30 June 20217,361 1,957 1,341 105 10,764 At 30 June 20217,361 1,957 1,341 105 10,764 
At 30 June 20207,755 1,912 1,509 124 11,300 

249237

Financial statements (continued)
(a) Brands
At 30 June 2022, theThe principal acquired brands, all of which are regarded as having indefinite useful economic lives, are as follows:
Principal markets
2022
£ million
2021
£ million
Principal markets
2023
£ million
2022
£ million
Crown Royal whiskyCrown Royal whiskyUnited States1,210 1,053 Crown Royal whiskyUnited States1,162 1,210 
Captain Morgan rumCaptain Morgan rumGlobal993 864 Captain Morgan rumGlobal954993
McDowell's No.1 whisky, rum and brandyIndia778 944 
Smirnoff vodkaSmirnoff vodkaGlobal681 593 Smirnoff vodkaGlobal654681
Johnnie Walker whiskyJohnnie Walker whiskyGlobal625 625 Johnnie Walker whiskyGlobal625625
Casamigos tequilaCasamigos tequilaUnited States499 434 Casamigos tequilaUnited States479499
McDowell's No.1 whisky, rum and brandyMcDowell's No.1 whisky, rum and brandyIndia308778
Don Papa rumDon Papa rumEurope282— 
Yenì rakiYenì rakiTurkey294 141 Yenì rakiTurkey249294 
Shui Jing Fang Chinese white spiritShui Jing Fang Chinese white spiritGreater China279 253 Shui Jing Fang Chinese white spiritGreater China246279
Don Julio tequilaDon Julio tequilaUnited States235207
Aviation American ginAviation American ginUnited States218 190 Aviation American ginUnited States209218
Don Julio tequilaUnited States207 185 
Seagram's 7 Crown whiskeySeagram's 7 Crown whiskeyUnited States177184
Signature whiskySignature whiskyIndia191 177 Signature whiskyIndia176191
Seagram's 7 Crown whiskeyUnited States184 160 
Zacapa rumZacapa rumGlobal152158
Black Dog whiskyBlack Dog whiskyIndia162 150 Black Dog whiskyIndia149162
Antiquity whiskyAntiquity whiskyIndia158 147 Antiquity whiskyIndia145158
Zacapa rumGlobal158 138 
Windsor Premier whiskyWindsor Premier whiskyKorea137— 
Gordon's ginGordon's ginEurope119 119 Gordon's ginEurope119119
Bell's whiskyBell's whiskyEurope102 179 Bell's whiskyEurope102102
Windsor Premier whiskyKorea 145 
Other brandsOther brands

1,038 864 Other brands9601,038
7,896 7,361 7,520 7,896 

The brands are protected by trademarks which are renewable indefinitely in all of the major markets where they are sold. There are not believed to be any legal, regulatory or contractual provisions that limit the useful lives of these brands. The nature of the premium drinks industry is that obsolescence is not a common issue, with indefinite brand lives being commonplace, and Diageo has a number of brands that were originally created more than 100 years ago. Accordingly, the Directors believe that it is appropriate that the brands are treated as having indefinite lives for accounting purposes and are therefore not amortised.

(b) Goodwill
For the purposes of impairment testing, goodwill has been attributed to the following cash-generating units:
2022
£ million
2021
£ million
2023
£ million
2022
£ million
North AmericaNorth America773 609 North America767 773 
EuropeEuropeEurope
TurkeyTurkey255 143 Turkey216 255 
Asia PacificAsia PacificAsia Pacific
Greater ChinaGreater China141 128 Greater China124 141 
IndiaIndia747 693 India673 747 
Latin America and Caribbean – MexicoLatin America and Caribbean – Mexico142 126 Latin America and Caribbean – Mexico161 142 
Other cash-generating unitsOther cash-generating units229 258 Other cash-generating units286 229 
2,287 1,957 2,227 2,287 

Goodwill has arisen on the acquisition of businesses and includes synergies arising from cost savings, the opportunity to utilise Diageo’s distribution network to leverage marketing of the acquired products and the extension of the group’s portfolio of brands in new markets around the world.

238

Financial statements (continued)
(c) Other intangibles
Other intangibles principally comprise distribution rights. Diageo owns the global distribution rights for Ketel One vodka products in perpetuity, and the Directors believe that it is appropriate to treat these rights as having an indefinite life for accounting purposes. The carrying value at 30 June 20222023 was £1,488£1,428 million (2021(2022£1,295£1,488 million).
250

Financial statements (continued)

(d) Impairment testing
Impairment tests are performed annually, or more frequently if events or circumstances indicate that the carrying amount may not be recoverable. Recoverable amounts are calculated based on the value in use approach, also considering fair value less costs of disposal. The value in use calculations are based on discounted forecast cash flows using the assumption that cash flows continue in perpetuity at the terminal growth rate of each country or region. The individual brands, other intangibles with indefinite useful lives and the associated property, plant and equipment are aggregated as separate cash-generating units. Separate tests are carried out for each cash-generating unit and for each of the markets. Goodwill is attributed to each of the markets.
The key assumptions used for the value in use calculations are as follows:

Cash flows
Cash flows are forecasted for each cash-generating unit for the financial years based on management's approved plans and reflect the following assumptions:
Cash flows are projected based on the actual operating results and a three-year strategic plan approved by management. Cash flows are extrapolated up to five years using expected growth rates in line with management’s best estimates. Growth rates reflect expectations of sales growth, operating costs and margin, based on past experience and external sources of information. Where applicable, multiple cash flow scenarios were populated to predict the potential outcome, considering the increased risk of volatility with respect to the environment in certain markets. A simple average of these projections servedserves as the estimation of the recoverable amount of the cash-generating units including the Bell's brand.units. Management has no information which would indicate that any of the scenarios are more likely than others;
The five-year forecast period is extended by up to an additional ten years at acquisition date for some intangible assets and goodwill when management believes that this period is justified by the maturity of the market and expects to achieve growth in excess of the terminal growth rate driven by Diageo’s sales, marketing and distribution expertise. These cash flows beyond the five-year period are projected using steady or progressively declining growth rates. The main exception is India and the USL brands, where the forecast period is extended by an additional two yearsone year of detailed forecasts;
Cash flows for the subsequent years after the forecast period are extrapolated based on a terminal growth rate which does not exceed the long-term annual inflation rate of the country or region.

Discount rates
The discount rates used are the weighted average cost of capital which reflect the returns on government bonds and an equity risk premium adjusted for the drinks industry specific to the cash-generating units. 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.
For goodwill, these assumptions are based on the cash-generating unit or group of units to which the goodwill is attributed. For brands, they are based on a weighted average taking into account the country or countries where sales are made.
239

Financial statements (continued)
The pre-tax discount rates, terminal and long-term growth rates used for impairment testing are as follows:
2022 2021  2023 2022 
Pre-tax discount rate
%
Terminal growth rate
%
Long-term growth rate
%
Pre-tax discount rate
%
Terminal growth rate
%
Long-term growth rate
%
Pre-tax discount rate
%
Terminal growth rate
%
Long-term growth rate
%
Pre-tax discount rate
%
Terminal growth rate
%
Long-term growth rate
%
North America – United StatesNorth America – United States8 2 4 North America – United States9 2 4 
EuropeEuropeEurope
United KingdomUnited Kingdom8 2 4 United Kingdom9 2 5 
TurkeyTurkey31 15 25 22 11 16 Turkey28 16 28 31 15 25 
Asia PacificAsia PacificAsia Pacific
AustraliaAustralia7 2 5 Australia10 3 5 
KoreaKorea11 (2)4 
IndiaIndia14 4 11 12 11 India14 4 15 14 11 
Africa
South Africa16  6 13 — 
Nigeria24 12 15 19 10 14 
Greater ChinaGreater China11 2 6 
Latin America and CaribbeanLatin America and CaribbeanLatin America and Caribbean
BrazilBrazil12 3 6 11 Brazil16 3 6 12 
MexicoMexico13 3 6 14 
AfricaAfrica
Africa Emerging MarketsAfrica Emerging Markets35 8 18 12 11 
South AfricaSouth Africa20 5 6 16 — 
NigeriaNigeria35 5 18 24 12 15 

Following the announcement by USL of the sale and franchise agreements for selected Popular brands on 27 May 2022, the cash-generating unit structure of the USL brands has been revised, in order to reflect the strategic changes in the management and operation of USL's portfolio of the remaining brands. As a result, the former Popular brands category has been abandoned and the impairment reviews have been performed on an individual brand basis for the year ended 30 June 2022.

251

Financial statements (continued)
Value in use calculation and fair value less costs of disposal methodologies were both considered to assess the recoverable amount of the McDowell's No.1 cash-generating unit. The value in use that was calculated exceeded the fair value less costs of disposal. As a result of the impairment review, an impairment charge of £240 million forin the year ended 30 June 2022 was recognised in exceptional operating items2023, an impairment charge of £420 million in respect of the McDowell's No.1 brand. The charge was a result of higher discount rate reflecting the adverse inflationarybrand and macroeconomic environment and of a reduction £24 million in forecast cash flow assumptions of McDowell’s No.1 Popular segment, which is reflective of USL’s stated position on participation in the popular segment and aligned with the recently announced sale and franchisingrespect of the majority of the portfolio of Popular brands. TheDirector’s Special brand impairment reduced the deferred tax liability by £35 million. The recoverable amount of the McDowell's No.1 cash generating unit is £892 million.
Value in use calculation and fair value less costs of disposal methodologies were both considered to assess the recoverable amount of the Bell's cash-generating unit. The value in use that was calculated exceeded the fair value less costs of disposal. As a result of the impairment review, an impairment charge of £77 million for the year ended 30 June 2022 was recognised in exceptional operating itemsitems. Value in respect of the Bell's brand. Forecast cash flow assumptions were reduced principally due to the wind down of the Russian operations, as well as the increase in discount rates due to the inflationary and higher macroeconomic risk environment in the world. The brand impairment reduced the deferred tax liability by £20 million. The recoverable amount of the Bell's cash-generating unit is £145 million.
In March 2022, a decision was taken to suspend exporting to and selling in Russia and on 28 June 2022, Diageo decided that it would wind down its operations in Russia over the following six months. As a result, an impairment charge of £19 million for the year ended 30 June 2022 in respect of the Smirnov goodwill was recognised in exceptional operating items.
The Turkish economy became hyperinflationary for the year ended 30 June 2022, resulting in the recognition of hyperinflation adjustments on the Turkey cash-generating unit for the opening balances at 1 July 2021 and for the year-end balances at 30 June 2022. During the impairment review of the Turkey cash-generating unit, including goodwill and the Yenì Raki brand, value in use calculation and fair value less costs of disposal methodologies were both considered to assess the recoverable amount. The value in use that was calculated exceeded the fair value less costs of disposal. The charge is mainly driven by the adverse inflationary environment and the reduction in forecast cash flow assumptions in Lower Prestige and Popular segments in India. The brand impairment reduced the deferred tax liability by £111 million. The recoverable amount is £379 million in respect of the McDowell's brand and £11 million in respect of the Director’s Special brand cash-generating units.
As a result of the impairment reviews,review, in the year ended 30 June 2023, an additional impairment charge of £54 million was recognised in exceptional operating items in respect of some brands where book value was not recoverable. The charge is mainly driven by strategic change in some categories as a result of the challenging operating environment and premiumisation. Value in use and fair value less costs of disposal methodologies were both considered to assess the recoverable amount. The value in use that was calculated exceeded the fair value less costs of disposal. The brand impairment reduced the deferred tax liability by £13 million.
In the year ended 30 June 2022, an impairment charge of £240 million in respect of the McDowell's brand was recognised in exceptional operating items, based on its value in use. The brand impairment reduced the deferred tax liability by £35 million.
Further, in the year ended 30 June 2022, an impairment charge of £77 million in respect of the Bell’s brand was recognised in exceptional operating items, based on its value in use. The impairment reduced the deferred tax liability attributable to the brand by £20 million.
In the year ended 30 June 2022, Diageo decided to wind down its operations in Russia. As a result, an impairment charge of £19 million in respect of the Smirnov goodwill was recognised in exceptional operating items.
The Turkish economy became hyperinflationary for the year ended 30 June 2022, and an impairment charge of TRY 3,760 million (£312 million)million) on the opening carrying amount of the Turkey cash-generating unit was recognised in retained earnings. From this impairment charge, TRY 1,627 million (£135 million)million) was directly attributable to the Yenì Raki brand and the remaining TRY 2,133 million (£177 million)million) impairment charge was recognised on the Turkey goodwill. The hyperinflation adjustment reduced by the opening impairment charge has been reflected as a net amount within the movement table of intangible assets in note 9.

240

Financial statements (continued)
(e) Sensitivity to change in key assumptions
Impairment testing for the year ended 30 June 20222023 has identified the following cash-generating units as being sensitive to reasonably possible changes in assumptions.
The table below shows the headroom at 30 June 20222023 and the impairment charge that would be required if the assumptions in the calculation of their value in use were changed:
Increase in discount rateDecrease in terminal growth rateDecrease in annual growth rate in forecast period 2023-2029Decrease in cash flowsDecrease in future volume forecastFurther devaluation of local currency
Carrying value of CGU
£ million
Headroom
£ million
Reasonably possible changePotential impairment charge
£ million
Reasonably possible changePotential impairment charge
£ million
Reasonably possible changePotential impairment charge
£ million
Reasonably possible changePotential impairment charge
£ million
Reasonably possible changePotential impairment charge
£ million
Reasonably possible changePotential impairment charge
£ million
McDowell's No.1892  1ppt(92)n/an/a2ppt(121)n/an/an/an/an/an/a
Bell's145  3ppt(27)1ppt(9)n/an/a10 %(15)n/an/an/an/a
Yenì Raki346 44 7ppt(95)n/an/an/an/an/an/a4 %(20)n/an/a
Turkey688 14 7ppt(249)1ppt(13)n/an/a10 %(88)1 %(124)66 %(69)
Increase in discount rateDecrease in terminal growth rateDecrease in annual growth rate in forecast period 2024-2029
Decrease in cash flows(1)
Carrying value of CGU
£ million
Headroom
£ million
Reasonably possible changePotential impairment charge
£ million
Reasonably possible changePotential impairment charge
£ million
Reasonably possible changePotential impairment charge
£ million
Reasonably possible changePotential impairment charge
£ million
McDowell's379  1ppt(38)1ppt(26)2ppt(67)10 %(76)


(1)    Including reasonably possible changes in productivity saving assumptions.

10. Property, plant and equipment

Accounting policies
Land and buildings are stated at cost less accumulated depreciation. Freehold land is not depreciated. Leaseholds are generally depreciated over the unexpired period of the lease. Other property, plant and equipment are depreciated on a straight-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 40 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.
252

Financial statements (continued)
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 income statement.
241

Financial statements (continued)
Land and
buildings
£ million
Plant and
equipment
£ million
Fixtures
and
fittings
£ million
Returnable
bottles and
crates
£ million
Under
construction
£ million
Total
£ million
Land and
buildings
£ million
Plant and
equipment
£ million
Fixtures
and
fittings
£ million
Returnable
bottles and
crates
£ million
Under
construction
£ million
Total
£ million
CostCostCost
At 30 June 20202,141 4,868 127 575 549 8,260 
Exchange differences(137)(322)(10)(55)(34)(558)
Acquisitions— — 15 
Sale of businesses(1)(3)— — — (4)
Additions95 149 27 367 647 
Disposals(24)(126)(7)(21)— (178)
Transfers77 146 (227)— 
At 30 June 2021At 30 June 20212,160 4,714 121 528 659 8,182 At 30 June 20212,160 4,714 121 528 659 8,182 
Hyperinflation adjustment in respect of Turkey56 32 2  7 97 
Hyperinflation adjustment in respect of Turkey and VenezuelaHyperinflation adjustment in respect of Turkey and Venezuela56 32 — 97 
Exchange differencesExchange differences107 226 1 11 45 390 Exchange differences107 226 11 45 390 
Sale of businessesSale of businesses(4)(58)(3)(19)(1)(85)Sale of businesses(4)(58)(3)(19)(1)(85)
AdditionsAdditions230 245 8 41 612 1,136 Additions230 245 41 612 1,136 
DisposalsDisposals(65)(122)(15)(32)(3)(237)Disposals(65)(122)(15)(32)(3)(237)
TransfersTransfers177 249 10 13 (449) Transfers177 249 10 13 (449)— 
Reclassification to assets held for saleReclassification to assets held for sale(8)(25)   (33)Reclassification to assets held for sale(8)(25)— — — (33)
At 30 June 2022At 30 June 20222,653 5,261 124 542 870 9,450 At 30 June 20222,653 5,261 124 542 870 9,450 
Hyperinflation adjustment in respect of Turkey and VenezuelaHyperinflation adjustment in respect of Turkey and Venezuela5 10 1  4 20 
Exchange differencesExchange differences(166)(331)(6)(49)(30)(582)
AcquisitionsAcquisitions8 14  3  25 
Sale of businessesSale of businesses(35)(147)(3)(55)(3)(243)
AdditionsAdditions111 214 13 50 832 1,220 
DisposalsDisposals(64)(141)(12)(105)(2)(324)
TransfersTransfers146 238 12 28 (424) 
Reclassification from assets held for saleReclassification from assets held for sale2  1   3 
At 30 June 2023At 30 June 20232,660 5,118 130 414 1,247 9,569 
DepreciationDepreciationDepreciation
30 June 2020597 2,256 86 395 — 3,334 
Exchange differences(31)(167)(8)(39)— (245)
Depreciation charge for the year110 244 15 29 — 398 
Sale of businesses— (2)— — — (2)
Disposals(18)(113)(7)(14)— (152)
At 30 June 2021At 30 June 2021658 2,218 86 371  3,333 At 30 June 2021658 2,218 86 371 — 3,333 
Exchange differencesExchange differences31 94 1 9  135Exchange differences31 94 — 135 
Depreciation charge for the yearDepreciation charge for the year127 277 14 29  447Depreciation charge for the year125 276 14 29 — 444 
Exceptional impairmentExceptional impairment— — — 
Sale of businessesSale of businesses(4)(50)(2)(18) (74)Sale of businesses(4)(50)(2)(18)— (74)
DisposalsDisposals(62)(113)(13)(30) (218)Disposals(62)(113)(13)(30)— (218)
TransfersTransfers5 4 (9)   Transfers(9)— — — 
Reclassification to assets held for saleReclassification to assets held for sale(5)(16)   (21)Reclassification to assets held for sale(5)(16)— — — (21)
At 30 June 2022At 30 June 2022750 2,414 77 361  3,602 At 30 June 2022750 2,414 77 361  3,602 
Exchange differencesExchange differences(38)(176)(3)(27) (244)
Depreciation charge for the yearDepreciation charge for the year125 269 13 33  440 
Exceptional accelerated depreciation and impairmentExceptional accelerated depreciation and impairment31 41    72 
Sale of businessesSale of businesses(21)(80)(2)(34) (137)
DisposalsDisposals(63)(130)(11)(103) (307)
Reclassification from assets held for saleReclassification from assets held for sale  1   1
At 30 June 2023At 30 June 2023784 2,338 75 230  3,427 
Carrying amountCarrying amountCarrying amount
At 30 June 2023At 30 June 20231,876 2,780 55 184 1,247 6,142 
At 30 June 2022At 30 June 20221,903 2,847 47 181 870 5,848 At 30 June 20221,903 2,847 47 181 870 5,848 
At 30 June 2021At 30 June 20211,502 2,496 35 157 659 4,849 At 30 June 20211,502 2,496 35 157 659 4,849 
At 30 June 20201,544 2,612 41 180 549 4,926 
 
(a) The net book value of land and buildings comprises freeholds of £1,444£1,481 million (2021 (2022£1,218 million)£1,444 million), long leaseholds of £3£3 million (2021 (2022£3 million)£3 million) and short leaseholds of £410£389 million (2021 (2022£281 million)£410 million). Depreciation was not charged on £114£141 million (2021 (2022£180 million)£114 million) of land.
(b) Property, plant and equipment is net of a government grant of £153£147 million (2021(2022£133£153 million) received in prior years in respect of the construction of a rum distillery in the US Virgin Islands.
242

253

Financial statements (continued)
11. Biological assets

Accounting policies
Biological assets held by the group consist of agave (Agave Azul Tequilana Weber) plants. The harvested plants are used during the production of tequila.
Biological assets are measured at fair value less costs to sell on initial recognition and at the end of each reporting period based on the present value of future cash flows discounted at an appropriate rate for Mexico.
Agricultural produce is measured at fair value less costs to sell at the point of harvest which is used as the cost of inventory when the harvested agave is transferred.

Changes in biological assets were as follows:
Biological
assets
£ million
Fair value
At 30 June 202020215166 
Exchange differences
Transferred to inventories(7)
Farming cost capitalised20 
At 30 June 202166
Exchange differences10 
Transferred to inventories(11)
Fair value change(5)
Farming cost capitalised34 
At 30 June 202294 
Exchange differences15
Transferred to inventories(8)
Fair value change
Farming cost capitalised55
At 30 June 2023156

At 30 June 2022,2023, the number of agave plants werewas approximately 3337 million (2021(20222033 million), ranging from new plantations up to eight year oldseven year-old plants.

12. Leases

Accounting policies
Where the group is the lessee, all leases are recognised on the balance sheet as right-of-use assets and depreciated on a straight-line basis with the charge recognised in cost of sales or in other operating items depending on the nature of the costs. The liability, recognised as part of net borrowings, is measured at a discounted value and any interest is charged to finance charges.
The group recognises services associated with a lease as other operating expenses. Payments associated with leases where the value of the asset when it is new is lower than $5,000 (leases of low value assets) and leases with a lease term of twelve12 months or less (short term leases) are recognised as other operating expenses. A judgement in calculating the lease liability at initial recognition includes determining the lease term where extension or termination options exist. In such instances, any economic incentive to retain or end a lease are considered and extension periods are only included when it is considered reasonably certain that an option to extend a lease will be exercised.

254243

Financial statements (continued)
(a) Movement in right-of-use assets
The company principally leases warehouses, office buildings, plant and machinery, cars and distribution vehicles in the ordinary course of business.
Land and buildings
£ million
Plant and equipment
£ million
Under construction
£ million
Total
£ million
Land and buildings
£ million
Plant and equipment
£ million
Under construction
£ million
Total
£ million
At 30 June 2020269 276 32 577 
Exchange differences(21)(18)— (39)
Additions33 23 — 56 
Transfers(1)(63)(3)(67)
Acquisitions— — 
Depreciation(58)(34)— (92)
At 30 June 2021At 30 June 2021230 184 29 443 At 30 June 2021230 184 29 443 
Exchange differencesExchange differences26 14  40 Exchange differences26 14 — 40 
AdditionsAdditions129 56  185 Additions129 56 — 185 
TransfersTransfers29  (29) Transfers29 — (29)— 
Reclassification to assets held for saleReclassification to assets held for sale(1)(1) (2)Reclassification to assets held for sale(1)(1)— (2)
DisposalsDisposals(6)— — (6)
Disposal(6)  (6)
DepreciationDepreciation(54)(41) (95)Depreciation(54)(41)— (95)
At 30 June 2022At 30 June 2022353 212  565 At 30 June 2022353 212  565 
Exchange differencesExchange differences(3)(23) (26)
AdditionsAdditions45 37  82 
Reclassification from assets held for saleReclassification from assets held for sale1 1  2 
Derecognition due to disposal of businessDerecognition due to disposal of business(1)(1) (2)
DepreciationDepreciation(56)(39) (95)
At 30 June 2023At 30 June 2023339 187  526 
(b) Lease liabilities
2022
£ million
2021
£ million
2023
£ million
2022
£ million
Current lease liabilitiesCurrent lease liabilities(85)(82)Current lease liabilities(75)(85)
Non-current lease liabilitiesNon-current lease liabilities(390)(281)Non-current lease liabilities(373)(390)
(475)(363)(448)(475)

The future cash outflows, which are not included in lease liabilities on the balance sheet, in respect of extension and termination options which are not reasonably expected to be exercised are estimated at £282£261 million (20212022 £255£282 million).

(c) Amounts recognised in the consolidated income statement
In the year ended 30 June 2022,2023, other external charges (within other operating items) included £39£57 million (2021(2022£2839 million) in respect of leases of low value assets and short term leases and £9£4 million (2021(2022£3£9 million) in respect of variable lease payments. Refer to note 5 for further information relating to the interest expenses on lease liabilities.
The total cash outflow for leases in the year ended 30 June 20222023 was £154£172 million (2021(2022£179£154 million).
255244

Financial statements (continued)
13. Other investments

Accounting policies
Other investments are equity investments that are not classified as investments in associates or joint arrangements nor investments in subsidiaries. They are included in non-current assets. Subsequent to initial measurement, other investments are stated at fair value. Gains and losses arising from the changes in fair value are recognised in the income statement or in other comprehensive income on a case by case basis. Accumulated gains and losses included in other comprehensive income are not recycled to the income statement. Dividends from other investments are recognised in the consolidated income statement.
Loans receivable are non-derivative financial assets that are not classified as equity investments. They are subsequently measured either at amortised cost using the effective interest method less allowance for impairment or at fair value with gains and losses arising from changes in fair value recognised in the income statement or in other comprehensive income that are recycled to the income statement on the de-recognition of the asset. Allowances for expected credit losses are made based on the risk of non-payment taking into account ageing, previous experience, economic conditions and forward-looking data. Such allowances are measured as either 12-months expected credit losses or lifetime expected credit losses depending on changes in the credit quality of the counterparty.
Loans
£ million
Other investments
£ million
Total
£ million
Loans
£ million
Other investments
£ million
Total
£ million
Cost less allowances or fair valueCost less allowances or fair valueCost less allowances or fair value
At 30 June 202034 41 
Exchange differences— (3)(3)
Additions— 
Repayments and disposals(1)— (1)
Transfer(1)(1)(2)
At 30 June 2021At 30 June 202110 30 40 At 30 June 202110 30 40 
Exchange differencesExchange differences2 1 3 Exchange differences
AdditionsAdditions6 9 15 Additions15 
Repayments and disposalsRepayments and disposals(1)(1)(2)Repayments and disposals(1)(1)(2)
Fair value adjustmentFair value adjustment (13)(13)Fair value adjustment— (13)(13)
Step acquisitionsStep acquisitions (6)(6)Step acquisitions— (6)(6)
Capitalised interestCapitalised interest1  1 Capitalised interest— 
TransferTransfer (1)(1)Transfer— (1)(1)
At 30 June 2022At 30 June 202218 19 37 At 30 June 202218 19 37 
Exchange differencesExchange differences(1) (1)
AdditionsAdditions20 9 29 
Repayments and disposalsRepayments and disposals(3) (3)
Fair value adjustmentFair value adjustment (4)(4)
Capitalised interestCapitalised interest1  1 
Impairment charged during the yearImpairment charged during the year (2)(2)
At 30 June 2023At 30 June 202335 22 57 

At 30 June 2022,2023, loans comprise £6 million (2021(2022£3£6 million; 20202021£4£3 million) of loans to customers and other third parties, after allowances of £121 million (2022 – £129 million (2021million; 2021 – £113 million; 2020 – £127 million), and £29 million (2022 – £12 million (2021million; 2021 – £7 million; 2020 – £3 million) of loans to associates.

256245

Financial statements (continued)
14. Post employment benefits

Accounting policies
The group’s principal post employment funds are defined benefit plans. In addition, 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 on benefits granted to members by the group during the year. Net finance charges comprise the net deficit/assetsurplus on the plans at the beginning of the 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 of the 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.
Critical accounting estimates and judgements
Application of IAS 19 requires the exercise of estimate and judgement in relation to various assumptions.
Diageo determines the assumptions on a country by country basis in conjunction with its actuaries. Estimates are required in respect of uncertain future events, including the life expectancy of members of the funds, salary and pension increases, future inflation rates, discount rates and employee and pensioner demographics. The application of different assumptions could have a significant effect on the amounts reflected in the income statement, other comprehensive income and the balance sheet. There may be interdependencies between the assumptions.
Where there is an accounting surplus on a defined benefit plan, management judgement is necessary to determine whether the group can obtain economic benefits through a refund of the surplus or by reducing future contributions to the plan.
(a) Post employment benefit plans
The group operates a number of pension plans throughout the world, devised in accordance with local conditions and practices. Diageo's most significant plans are defined benefit plans and are funded by payments to separately administered trusts or insurance companies. The group also operates a number of plans that are generally unfunded, primarily in the United States, which provide to employees post employment medical benefits.
The principal plans are in the United Kingdom, Ireland and the United States where benefits are based on employees’ length of service and salary at retirement. All valuations were performed by independent actuaries using the projected unit credit method to determine pension costs.
The most recent funding valuations of the significant defined benefit plans were carried out as follows:
Principal plansDate of valuation
United Kingdom(1)
1 April 2021
Ireland(2)
31 December 20182021
United States1 January 20212022
(1)    The Diageo Pension Scheme (DPS)(DPS, the UK Scheme) closed to new members in November 2005. Employees who joined Diageo in the United Kingdom between November 2005 and January 2018, had been eligible to become members of the Diageo Lifestyle Plan (a cash balance defined benefit plan). Since then, new employees have been eligible to become members of a Diageo administeredmaster trust defined contribution plan.plans.
(2)    The Guinness Ireland Group Pension Scheme (GIGPS, the Irish schemescheme) 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 administereda master trust defined contribution plans. The triennial valuation of the Guinness Ireland Group Pension Scheme in Ireland (the Irish Scheme) is in progress and the results of this valuation are expected to be agreed by Diageo and the trustee later in calendar year 2022.

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 DPS, 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 DPS, member nominated directors are appointed from both the pensioner member community and the active member community. For the Irish Scheme, Diageo Ireland makes four nominations and appoints three further candidates nominated by representative groupings.
257246

Financial statements (continued)
The amounts charged to the consolidated income statement and statement of comprehensive income for the group’s defined benefit plans for the three years ended 30 June 20222023 are as follows:
2022
£ million
2021
£ million
2020
£ million
2023
£ million
2022
£ million
2021
£ million
Current service cost and administrative expensesCurrent service cost and administrative expenses(107)(105)(109)Current service cost and administrative expenses(76)(107)(105)
Past service gains – ordinary activities34 — 50 
Past service (losses)/gains – ordinary activitiesPast service (losses)/gains – ordinary activities(1)34 — 
Past service losses – exceptionalPast service losses – exceptional (5)— Past service losses – exceptional — (5)
Gains on curtailments and settlementsGains on curtailments and settlements34 18 12 Gains on curtailments and settlements2 34 18 
Charge to operating profitCharge to operating profit(39)(92)(47)Charge to operating profit(75)(39)(92)
Net finance gain in respect of post employment plans10 
Net finance income in respect of post employment plansNet finance income in respect of post employment plans44 10 
Charge before taxation(1)
Charge before taxation(1)
(29)(87)(38)
Charge before taxation(1)
(31)(29)(87)
Actual returns less amounts included in finance incomeActual returns less amounts included in finance income(1,432)(6)774 Actual returns less amounts included in finance income(1,435)(1,432)(6)
Experience (losses)/gainsExperience (losses)/gains(35)80 34 Experience (losses)/gains(226)(35)80 
Changes in financial assumptionsChanges in financial assumptions2,133 125 (754)Changes in financial assumptions958 2,133 125 
Changes in demographic assumptionsChanges in demographic assumptions(40)(183)(14)Changes in demographic assumptions53 (40)(183)
Other comprehensive income626 16 40 
Other comprehensive (loss)/incomeOther comprehensive (loss)/income(650)626 16 
Changes in the surplus restrictionChanges in the surplus restriction(11)— (2)Changes in the surplus restriction7 (11)— 
Total other comprehensive income615 16 38 
Total other comprehensive (loss)/incomeTotal other comprehensive (loss)/income(643)615 16 
(i) The year ended 30 June 2022 includes settlement gains of £27 million in respect of the Enhanced Transfer Values (ETV) exercise carried out in the Irish Schemes and past service gains of £28 million as a result of the changes of the benefits in the Irish Scheme. In the year ended 30 June 2021, the exceptional past service loss of £5 million is in respect of the equalisation of Guaranteed Minimum Pension (GMP) benefits for men and women). The year ended 30 June 2020 includes a past service gain of £47 million in respect of the Irish Scheme following communications to the deferred members in respect of changing their expectations of a full pension prior to reaching the age of 65 and to pensioners in respect of future pension increases.women.
(1)     The (charge)/income before taxation is in respect of the following countries:
2022
£ million
2021
£ million
2020
£ million
2023
£ million
2022
£ million
2021
£ million
United KingdomUnited Kingdom(27)(46)(23)United Kingdom15 (27)(46)
IrelandIreland45 34 Ireland1 45 
United StatesUnited States(31)(28)(30)United States(32)(31)(28)
OtherOther(16)(17)(19)Other(15)(16)(17)
(29)(87)(38)(31)(29)(87)

In addition to the charge in respect of defined benefit post employment plans, contributions to the group’s defined contribution plans were £44 million (2022 – £33 million (2021 -million; 2021 – £25 million; 2020 – £24 million).
258247

Financial statements (continued)
The movementmovements in the net surplus for the two years ended 30 June 20222023 is set out below:
Plan
assets
£ million
Plan
liabilities
£ million
Net
surplus
£ million
Plan
assets
£ million
Plan
liabilities
£ million
Net
surplus
£ million
At 30 June 202010,422 (10,057)365 
At 30 June 2021At 30 June 20219,892 (9,445)447 
Exchange differencesExchange differences(214)245 31 Exchange differences93 (100)(7)
Charge before taxation(1)
149 (236)(87)
Other comprehensive income/(loss)(2)
(6)22 16 
Income/(charge) before taxationIncome/(charge) before taxation176 (205)(29)
Other comprehensive (loss)/income(1)
Other comprehensive (loss)/income(1)
(1,432)2,058 626 
Contributions by the groupContributions by the group122 — 122 Contributions by the group128 — 128 
Settlements paid(3)(2)
Settlements paid(3)(2)
(169)169 — 
Settlements paid(3)(2)
(52)52 — 
Employee contributionsEmployee contributions(4)— Employee contributions(5)— 
Benefits paidBenefits paid(416)416 — Benefits paid(411)411 — 
At 30 June 20219,892 (9,445)447 
At 30 June 2022At 30 June 20228,399 (7,234)1,165 
Exchange differencesExchange differences93 (100)(7)Exchange differences(49)55 6 
Charge before taxation(1)
176 (205)(29)
Other comprehensive income/(loss)(2)
(1,432)2,058 626 
DisposalsDisposals 4 4 
Income/(charge) before taxationIncome/(charge) before taxation298 (329)(31)
Other comprehensive (loss)/income(1)
Other comprehensive (loss)/income(1)
(1,435)785 (650)
Contributions by the groupContributions by the group128  128 Contributions by the group100  100 
Settlements paid(3)
(52)52  
Employee contributionsEmployee contributions5 (5) Employee contributions5 (5) 
Benefits paidBenefits paid(411)411  Benefits paid(472)472  
At 30 June 20228,399 (7,234)1,165 
At 30 June 2023At 30 June 20236,846 (6,252)594 
(1) Includes net settlement gain of £27 million (F21 - £14 million) and past service gain of £28 million.
(2) Excludes surplus restriction.
(3)(2)    Includes settlement payment of £52 million on ETV exercise in Ireland (F21 – £151 million in respect of a settlement in the US Cash Balance plan).Ireland.

The plan assets and liabilities by type of post employment benefit and country isare as follows:

20222021 20232022
Plan
assets
£ million
Plan
liabilities
£ million
Plan
assets
£ million
Plan
liabilities
£ million
Plan
assets
£ million
Plan
liabilities
£ million
Plan
assets
£ million
Plan
liabilities
£ million
PensionsPensionsPensions
United KingdomUnited Kingdom6,041 (4,897)7,341 (6,580)United Kingdom4,578 (4,041)6,041 (4,897)
IrelandIreland1,645 (1,409)1,826 (1,926)Ireland1,588 (1,310)1,645 (1,409)
United StatesUnited States453 (408)470 (373)United States441 (411)453 (408)
OtherOther191 (212)186 (225)Other180 (194)191 (212)
Post employment medicalPost employment medical2 (225)(262)Post employment medical2 (227)(225)
Other post employmentOther post employment67 (83)67 (79)Other post employment57 (69)67 (83)
8,399 (7,234)9,892 (9,445)6,846 (6,252)8,399 (7,234)

The balance sheet analysis of the post employment plans is as follows:
20222021 20232022
Non-
current
assets
(1)
£ million
Non-
current
liabilities
£ million
Non-
current
assets
(1)
£ million
Non-
current
liabilities
£ million
Non-
current
assets
(1)
£ million
Non-
current
liabilities
£ million
Non-
current
assets
(1)
£ million
Non-
current
liabilities
£ million
Funded plansFunded plans1,553 (144)1,018 (279)Funded plans960 (132)1,553 (144)
Unfunded plansUnfunded plans (258)— (295)Unfunded plans (241)— (258)
1,553 (402)1,018 (574)960 (373)1,553 (402)
(1) Includes surplus restriction of £14£7 million (2021(2022£3£14 million).

The disclosures have been prepared in accordance with IFRIC 14. In particular, where the calculation for a plan results in a surplus, the recognised asset is limited to the present value of any available future refunds from the plan or reductions in future contributions to the plan, and any additional liabilities are recognised as required. At 30 June 2022,2023, the DPS had a net surplus of £589 million (2022 – £1,174 million (2021
259

Financial statements (continued)
million; 2021 – £840 million; 2020 – £934 million) and the GIGPS had a net surplus of £260 million (2022 a surplus of £221 million (2021million; 2021 a deficit of £79 million; 2020 a deficit of £174 million) and other schemes in a net surplus totaledtotalled of £111 million (2022 – £158 million (2021million; 2021 – £178 million; 2020 - £177 million). Both of these
248

Financial statements (continued)
surpluses have been recognised, with no provision made against them, as they are expected to be recoverable through a combination of a reduction in future cash contributions or ultimately via a cash refund when the last member’s obligations have been met. 

(b) Principal risks and assumptions
The material post employment plans are not exposed to any unusual, entity-specific or scheme-specific risks but there are general risks:
Inflation – The majority of the plans’ obligations are linked to inflation. Higher inflation will lead to increased liabilities which is partially offset by the plans holding inflation linked gilts, swaps and caps against the level of inflationary increases.
Interest rate – The plan liabilities are determined using discount rates derived from yields on AA-rated corporate bonds. A decrease in corporate bond yields will increase plan liabilities though this will be partially offset by an increase in the value of the bonds held by the post employment plans.
Mortality – The majority of the obligations are to provide benefits for the life of the members and their partners, so any increase in life expectancy will result in an increase in the plans’ liabilities.
Asset returns – Assets held by the pension plans are invested in a diversified portfolio of equities, bonds and other assets. Volatility in asset values will lead to movements in the net deficit/surplus reported in the consolidated balance sheet for post employment plans which in addition will also impact the post employment expense in the consolidated income statement.
The following weighted average assumptions were used to determine the group’s deficit/surplus in the main post employment plans at 30 June in the relevant year. The assumptions used to calculate the charge/credit in the consolidated income statement for the year ending 30 June are based on the assumptions disclosed as at the previous 30 June.
United KingdomIreland
United States(1)
United KingdomIreland
United States(1)
2022%2021%2020%2022%2021%2020%2022%2021%2020% 2023%2022%2021%2023%2022%2021%2023%2022%2021%
Rate of general increase in salaries(2)
Rate of general increase in salaries(2)
3.6 3.4 3.2 3.8 3.0 2.6  — — 
Rate of general increase in salaries(2)
3.7 3.6 3.4 3.9 3.8 3.0  — — 
Rate of increase to pensions in paymentRate of increase to pensions in payment2.9 3.1 3.0 2.2 1.7 1.4  — — Rate of increase to pensions in payment2.9 2.9 3.1 2.3 2.2 1.7  — — 
Rate of increase to deferred pensionsRate of increase to deferred pensions2.6 2.5 2.1 2.3 1.6 1.2  — — Rate of increase to deferred pensions2.7 2.6 2.5 2.4 2.3 1.6  — — 
Discount rate for plan liabilitiesDiscount rate for plan liabilities3.8 1.9 1.5 3.2 1.0 1.2 4.4 2.7 2.6 Discount rate for plan liabilities5.2 3.8 1.9 3.6 3.2 1.0 4.9 4.4 2.7 
Inflation – CPIInflation – CPI2.6 2.5 2.1 2.4 1.6 1.2 2.3 2.3 1.4 Inflation – CPI2.7 2.6 2.5 2.5 2.4 1.6 2.2 2.3 2.3 
Inflation - RPIInflation - RPI3.1 3.0 2.8  — —  — — Inflation - RPI3.2 3.1 3.0  — —  — — 
(1)    The salary increase assumption in the United States is not a significant assumption as only a minimal amount of members’ pension entitlement is dependent on a member’s projected final salary.
(2)    The salary increase assumptions include an allowance for age-related promotional salary increases.

For the principal UK and Irish pension funds, the table below illustrates the expected age at death of an average worker who retires currently at the age of 65, and one who is currently aged 45 and subsequently retires at the age of 65:
United Kingdom(1)
Ireland(2)
United States
United Kingdom(1)
Ireland(2)
United States
2022
Age
2021
Age
2020
Age
2022
Age
2021
Age
2020
Age
2022
Age
2021
Age
2020
Age
2023
Age
2022
Age
2021
Age
2023
Age
2022
Age
2021
Age
2023
Age
2022
Age
2021
Age
Retiring currently at age 65Retiring currently at age 65Retiring currently at age 65
MaleMale87.187.286.487.786.986.685.585.485.6Male86.887.187.287.287.786.985.685.585.4
FemaleFemale88.788.790.089.387.287.187.3Female88.488.789.690.089.387.287.287.1
Currently aged 45, retiring at age 65Currently aged 45, retiring at age 65Currently aged 45, retiring at age 65
MaleMale88.588.688.589.388.689.687.086.987.2Male88.188.588.688.889.388.687.187.086.9
FemaleFemale90.790.891.791.192.388.688.588.9Female90.490.790.891.391.791.188.788.688.5
(1)    Based on the CMI’s S3 mortality tables with scaling factors based on the experience of the plan and where people live, with suitable future improvements.
(2)    Based on the CMI's S3 mortality tables with scaling factors based on the experience of the plan, with suitable future improvements.

260249

Financial statements (continued)
For the significant assumptions, the following sensitivity analyses estimate the potential impacts on the consolidated income statement for the year ending 30 June 20232024 and on the plan liabilities at 30 June 20222023:
United KingdomIrelandUnited States United KingdomIrelandUnited States
Benefit/(cost)Benefit/(cost)Operating
profit
£ million
Profit after
taxation
£ million
Plan
liabilities
(1)
£ million
Operating
profit
£ million
Profit after
taxation
£ million
Plan
liabilities
(1)
£ million
Operating
profit
£ million
Profit after
taxation
£ million
Plan
liabilities
(1)
£ million
Benefit/(cost)Operating
profit
£ million
Profit after
taxation
£ million
Plan
liabilities
(1)
£ million
Operating
profit
£ million
Profit after
taxation
£ million
Plan
liabilities
(1)
£ million
Operating
profit
£ million
Profit after
taxation
£ million
Plan
liabilities
(1)
£ million
Effect of 0.5% increase in discount rateEffect of 0.5% increase in discount rate2 19 336 1 4 96 1 3 22 Effect of 0.5% increase in discount rate15 259 85 22 
Effect of 0.5% decrease in discount rateEffect of 0.5% decrease in discount rate(3)(17)(374)(1)(4)(108)(1)(3)(23)Effect of 0.5% decrease in discount rate(2)(14)(267)(1)(4)(95)(2)(2)(24)
Effect of 0.5% increase in inflationEffect of 0.5% increase in inflation(2)(9)(246)(1)(3)(59) (1)(10)Effect of 0.5% increase in inflation(1)(8)(156)— (2)(49)— (1)(9)
Effect of 0.5% decrease in inflationEffect of 0.5% decrease in inflation2 10 260 1 3 57  1 9 Effect of 0.5% decrease in inflation173 — 50 — 8 
Effect of 1 year increase in life expectancy (6)(171) (2)(56) (1)(17)
Effect of one year increase in life expectancyEffect of one year increase in life expectancy— (6)(131)— (2)(55)— (1)(15)
 
(1)    The estimated effect on the liabilities excludes the impact of any interest rate and inflation swaps held by the pension plans.
(i)    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 a change in the key assumption while holding all other assumptions constant. The sensitivity to inflation includes the impact on all inflation linked assumptions (e.g. pension increases and salary increases where appropriate).

(c) Investment and hedging strategy
The investment strategy for the group’s funded post employment plans is determined locally by the trustees of the plan and/or Diageo, as appropriate, and takes account of the relevant statutory requirements. The objective of the investment strategy is to achieve a target rate of return in excess of the movement on the liabilities, whilst taking an acceptable level of investment risk relative to the liabilities. This objective is implemented by using the funds of the plans to invest in a variety of asset classes that are expected over the long-term to deliver a target rate of return. The majority of the investment strategies have significant amounts allocated to equities, with the intention that this will result in the ongoing cost to the group of the post employment plans being lower over the long-term, within acceptable boundaries of risk. Significant amounts are invested in bonds, in order to provide a natural hedge against movements in the liabilities of the plans. At 30 June 2022,2023, approximately 88%97% and 90% (202198% (202286%100% and 90%103%) of the UK plans’ liabilities measured on the Trustee's funding basis (gilts+50bp) were hedged against future movements in gilt based interest rates and RPI inflation, respectively, through the combined effect of bonds and swaps. At 30 June 2022,2023, approximately 70%92% and 76% (2021112% (202262%70% and 76%) of the Irish plans’ liabilities measured on the Trustee's funding basis (euro-swaps+50bp) were hedged against future movements in euro government bond based interest rates and euro inflation, respectively, through the combined effect of bonds and swaps.
The discount rates used are based on the yields of high-quality fixed income investments. For the UK plans, which represent approximately 68%65% of total plan liabilities, the discount rate is determined by reference to the yield curves of AA-rated corporate bonds for which the timing and amount of cash outflows are similar to those of the plans. A similar process is used to determine the discount rates used for the non-UK plans.
261250

Financial statements (continued)
An analysis of the fair value of the plan assets is as follows:
20222023
United Kingdom
£ million
Ireland
£ million
United States and other
£ million
Total
£ million
United Kingdom
£ million
Ireland
£ million
United States and other
£ million
Total
£ million
QuotedUnquotedQuotedUnquotedQuotedUnquotedQuotedUnquotedTotalQuotedUnquotedQuotedUnquotedQuotedUnquotedQuotedUnquotedTotal
EquitiesEquities23 1,218 — 319 70 105 93 1,642 1,735 Equities12 916 — 291 64 98 76 1,305 1,381 
BondsBondsBonds
Fixed-interest governmentFixed-interest government86 — 30 49 152 51 268 319 Fixed-interest government18 24 — 48 66 38 104 
Inflation-linked governmentInflation-linked government— — — 199 200 201 Inflation-linked government— — — 96 98 100 
Investment grade corporateInvestment grade corporate— 68 — 388 25 222 25 678 703 Investment grade corporate— 29 — 328 21 227 21 584 605 
Non-investment gradeNon-investment grade44 557 200 47 758 805 Non-investment grade22 289 186 133 30 608 638 
Loan securitiesLoan securities11 1,271 — 98 — — 11 1,369 1,380 Loan securities13 526 — 84 — — 13 610 623 
Repurchase agreementsRepurchase agreements2,400 (215)— — — — 2,400 (215)2,185 Repurchase agreements2,351 826 — — — — 2,351 826 3,177 
Liability Driven Investment (LDI)Liability Driven Investment (LDI)— 119 — 46 — — — 165 165 Liability Driven Investment (LDI)— — — 81 — — — 81 81 
PropertyProperty28 716 — 74 — 28 791 819 Property29 462 — 62 — 29 525 554 
Hedge fundsHedge funds— 107 — 92 — — 204 204 Hedge funds— — — 12 — — 17 17 
Interest rate and inflation swapsInterest rate and inflation swaps— (900)— 37 — — — (863)(863)Interest rate and inflation swaps— (971)102 (18)— — 102 (989)(887)
Cash and otherCash and other24 481 154 — 80 31 715 746 Cash and other46 (14)347 — 69 51 402 453 
Total bid value of assetsTotal bid value of assets2,532 3,508 9 1,637 146 567 2,687 5,712 8,399 Total bid value of assets2,491 2,087 113 1,475 137 543 2,741 4,105 6,846 

20212022
United Kingdom
£ million
Ireland
£ million
United States and other
£ million
Total
£ million
United Kingdom
£ million
Ireland
£ million
United States and other
£ million
Total
£ million
QuotedUnquotedQuotedUnquotedQuotedUnquotedQuotedUnquotedTotalQuotedUnquotedQuotedUnquotedQuotedUnquotedQuotedUnquotedTotal
EquitiesEquities— 604 306 70 106 72 1,016 1,088 Equities23 1,218 — 319 70 105 93 1,642 1,735 
BondsBondsBonds
Fixed-interest governmentFixed-interest government86 61 — 81 47 133 146 279 Fixed-interest government86 — 30 49 152 51 268 319 
Inflation-linked governmentInflation-linked government— — — 239 — — — 239 239 Inflation-linked government— — — 199 200 201 
Investment grade corporateInvestment grade corporate13 499 — 355 24 367 37 1,221 1,258 Investment grade corporate— 68 — 388 25 222 25 678 703 
Non-investment gradeNon-investment grade17 134 115 10 21 259 280 Non-investment grade44 557 200 47 758 805 
Loan securitiesLoan securities58 1,731 278 — — 59 2,009 2,068 Loan securities11 1,271 — 98 — — 11 1,369 1,380 
Repurchase agreementsRepurchase agreements4,512 (904)— — — — 4,512 (904)3,608 Repurchase agreements2,400 (215)— — — — 2,400 (215)2,185 
Liability Driven Investment (LDI)Liability Driven Investment (LDI)210 — 66 — — 276 278 Liability Driven Investment (LDI)— 119 — 46 — — — 165 165 
PropertyProperty— 685 — 72 — — 758 758 Property28 716 — 74 — 28 791 819 
Hedge fundsHedge funds— 101 — 139 — — 244 244 Hedge funds— 107 — 92 — — 204 204 
Interest rate and inflation swapsInterest rate and inflation swaps— (994)— 108 — — — (886)(886)Interest rate and inflation swaps— (900)— 37 — — — (863)(863)
Cash and otherCash and other12 514 60 — 90 14 664 678 Cash and other24 481 154 — 80 31 715 746 
Total bid value of assetsTotal bid value of assets4,700 2,641 7 1,819 143 582 4,850 5,042 9,892 Total bid value of assets2,532 3,508 9 1,637 146 567 2,687 5,712 8,399 

(i)    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.

Total cash contributions by the group to all post employment plans in the year ending 30 June 20232024 are estimated to be approximately £70 million.£75 million ($95 million).



262251

Financial statements (continued)
(d) Deficit funding arrangements
UK plans
In the year ended 30 June 2011 the group established a Pension Funding Partnership (PFP) in respect of the UK Scheme. Whisky inventory was transferred into the partnership but the group retains control over the partnership which at 30 June 20222023 held inventory with a book value of £561£732 million (2021(2022£564£561 million). The partnership is fully consolidated in the group financial statements. The UK Scheme has a limited interest in the partnership and, as a partner, is entitled to a distribution from the profits of the partnership. The arrangement is expected to cease in 2030, and contributions to the UK scheme in any year will be dependent on the funding position of the UK scheme at the previous 31 March. Given the surplus funding position in the DPS, the contributionthere were no contributions to the DPS in the yearyears ended 30 June 2022 was nil (2021 - nil).2023 and 30 June 2022.
In 2030, the group will be required, dependent upon the funding position of the UK Scheme at that time, to pay an amount not greater than the actuarial deficit at that time, up to a maximum of £430 million in cash, to purchase the UK Scheme’s interest in the partnership. If the UK Scheme is in surplus at an actuarial triennial valuation excluding the value of the PFP, then the group can exit the PFP with the agreement of the trustees.
During the year ended 30 June 2023, following a remeasurement of the Diageo Lifestyle Plan, Diageo made a £16 million one-off deficit contribution to satisfy minimum funding requirement.

Irish plans
The group has agreed a deficit funding arrangement with the trustees31 December 2021 triennial actuarial valuation of the IrishGuinness Ireland Group Pension Scheme under which it contributeswas completed during the year ended 30 June 2023 showing the Scheme is fully funded on the Trustee’s ongoing funding basis and the statutory minimum funding standard basis. Given the fully funded position, no deficit contributions were payable in the year ended 30 June 2023 and the Trustee agreed to the Irish Scheme €23 million (£20 million) per annum untilcompany's request to terminate the year ending 30 June 2028. The agreement also provides for additional cash contributions up to €106 million (£91 million) if the deficit is not reduced at each triennial valuation in line with agreed deficit targets up to 2027. As part of this funding plan, Diageo has also granted to the Irish Scheme a contingent asset,arrangements comprising mortgages over certain land and buildings and fixed and floating charges over certain receivables of the group up to a value of €200 million (£172171 million) or. The company has agreed with the amountTrustee conditional contributions of the deficit at each triennial valuation if less. Theup to €35 million (£30 million) by 31 December 2021 triennial actuarial valuation2024, €39 million (£33 million) by 31 December 2027 and €39 million (£33 million) by 31 December 2030 if a deficit is currently underway and it will be agreed by Diageo and the trustee by the end of September.identified at those valuations.

(e) Timing of benefit payments
The following table provides information on the timing of the benefit payments and the average duration of the defined benefit obligations and the distribution of the timing of benefit payments:
United KingdomIrelandUnited States United KingdomIrelandUnited States
2022
£ million
2021
£ million
2022
£ million
2021
£ million
2022
£ million
2021
£ million
2023
£ million
2022
£ million
2023
£ million
2022
£ million
2023
£ million
2022
£ million
Maturity analysis of benefits expected to be paidMaturity analysis of benefits expected to be paidMaturity analysis of benefits expected to be paid
Within one yearWithin one year295 288 70 84 58 52 Within one year303 295 73 70 57 58 
Between 1 to 5 yearsBetween 1 to 5 years1,082 1,112 353 338 187 145 Between 1 to 5 years1,090 1,082 367 353 174 187 
Between 6 to 15 yearsBetween 6 to 15 years2,556 2,606 704 656 310 247 Between 6 to 15 years2,439 2,556 727 704 331 310 
Between 16 to 25 yearsBetween 16 to 25 years2,252 2,314 634 588 183 145 Between 16 to 25 years2,244 2,252 645 634 206 183 
Beyond 25 yearsBeyond 25 years2,787 2,840 768 746 174 138 Beyond 25 years2,664 2,787 747 768 187 174 
TotalTotal8,972 9,160 2,529 2,412 912 727 Total8,740 8,972 2,559 2,529 955 912 
yearsyears
Average duration of the defined benefit obligationAverage duration of the defined benefit obligation15181518911Average duration of the defined benefit obligation1415141599

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 on 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 to be accrued subsequently.

(f) Related party disclosures
Information on transactions between the group and its pension plans is given in note 21.

263252

Financial statements (continued)
15. Working capital

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 and raw materials 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 cost less any allowance for discounts and doubtful debts. Trade receivables arise from contracts with customers, and are recognised when performance obligations are satisfied, and the consideration due is unconditional as only the passage of time is required before the payment is received. Allowance losses are calculated by reviewing lifetime expected credit losses using historic and forward-looking data on credit risk.
Trade and other payables are initially recognised at fair value including transaction costs and subsequently carried at amortised costs. Contingent considerations recognised in business combinations are subsequently measured at fair value through income statement. The group evaluates supplier arrangements against a number of indicators to assess if the liability has the characteristics of a trade payable or should be classified as borrowings. This assessment considers the commercial purpose of the facility, whether payment terms are similar to customary payment terms, whether the group is legally discharged from its obligation towards suppliers before the end of the original payment term, and the group’s involvement in agreeing terms between banks and suppliers.
Provisions are liabilities of uncertain timing or amount. A provision is recognised if, as a result of a past event, the group has a present 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 a discounted basis. The carrying amounts of provisions are reviewed at each balance sheet date and adjusted to reflect the current best estimate.
(a) Inventories
2022
£ million
2021
£ million
2023
£ million
2022
£ million
Raw materials and consumablesRaw materials and consumables489 348 Raw materials and consumables543 489 
Work in progressWork in progress86 60 Work in progress132 86 
Maturing inventoriesMaturing inventories5,229 4,668 Maturing inventories5,794 5,229 
Finished goods and goods for resaleFinished goods and goods for resale1,290 969 Finished goods and goods for resale1,192 1,290 
7,094 6,045 7,661 7,094 

Maturing inventories include whisk(e)y, rum, tequila and Chinese white spirits. The following amounts of inventories are expected to be utilised after more than one year:
2022
£ million
2021
£ million
2023
£ million
2022
£ million
Raw materials and consumablesRaw materials and consumables15 17 Raw materials and consumables23 15 
Maturing inventoriesMaturing inventories3,713 3,296 Maturing inventories4,063 3,713 
3,728 3,313 4,086 3,728 

Inventories are disclosed net of provisions for obsolescence, an analysis of which is as follows:
2022
£ million
2021
£ million
2020
£ million
2023
£ million
2022
£ million
2021
£ million
Balance at beginning of the yearBalance at beginning of the year96 98 63 Balance at beginning of the year94 96 98 
Exchange differencesExchange differences6 (8)— Exchange differences(27)(8)
Income statement chargeIncome statement charge6 20 47 Income statement charge55 20 
UtilisedUtilised(13)(14)(12)Utilised(19)(13)(14)
Sale of businessesSale of businesses(1)— — Sale of businesses(1)(1)— 
94 96 98 102 94 96 


264253

Financial statements (continued)
(b) Trade and other receivables

20222021 20232022
Current
assets
£ million
Non-current
assets
£ million
Current
assets
£  million
Non-current
assets
£ million
Current
assets
£ million
Non-current
assets
£ million
Current
assets
£  million
Non-current
assets
£ million
Trade receivablesTrade receivables2,155  1,817 — Trade receivables2,011  2,155 — 
Interest receivableInterest receivable18  35 — Interest receivable12  18 — 
VAT recoverable and other prepaid taxesVAT recoverable and other prepaid taxes290 15 216 18 VAT recoverable and other prepaid taxes271 15 290 15 
Other receivablesOther receivables158 13 148 18 Other receivables163 13 158 13 
PrepaymentsPrepayments290 9 150 — Prepayments229 3 290 
Accrued incomeAccrued income22  19 — Accrued income34  22 — 
2,933 37 2,385 36 2,720 31 2,933 37 

At 30 June 2022,2023, approximately 29%26%, 15%14% and 9%11% of the group’s trade receivables of £2,155£2,011 million are due from counterparties based in the United States, United Kingdom and India, respectively. Accrued income primarily represents amounts receivable from customers in respect of performance obligations satisfied but not yet invoiced.
The aged analysis of trade receivables, net of expected credit loss allowance, is as follows:
2022
£ million
2021
£ million
2023
£ million
2022
£ million
Not overdueNot overdue2,114 1,771 Not overdue1,967 2,114 
Overdue 1 – 30 daysOverdue 1 – 30 days19 15 Overdue 1 – 30 days25 19 
Overdue 31 – 60 daysOverdue 31 – 60 days8 Overdue 31 – 60 days7 
Overdue 61 – 90 daysOverdue 61 – 90 days5 Overdue 61 – 90 days3 
Overdue 91 – 180 daysOverdue 91 – 180 days5 Overdue 91 – 180 days6 
Overdue more than 180 daysOverdue more than 180 days4 10 Overdue more than 180 days3 
2,155 1,817 2,011 2,155 

Trade and other receivables are disclosed net of expected credit loss allowance for doubtful debts, an analysis of which is as follows:
2022
£ million
2021
£ million
2020
£ million
2023
£ million
2022
£ million
2021
£ million
Balance at beginning of the yearBalance at beginning of the year112 160 113 Balance at beginning of the year118 112 160 
Exchange differencesExchange differences6 (13)(3)Exchange differences(12)(13)
Income statement charge/(release)21 (15)55 
Income statement (release)/chargeIncome statement (release)/charge(3)21 (15)
Written offWritten off(21)(20)(5)Written off(14)(21)(20)
118 112 160 89 118 112 

Management has considered the credit risk on trade and other receivables. At 30 June 2022, this resulted in a charge of £21 million for impairment provisions recognised in the income statement. At 30 June 2020, £29 million out of the charge of £55 millionwas related to the expected credit loss allowance due to the global financial uncertainty arising from the Covid-19 pandemic.

265254

Financial statements (continued)
(c) Trade and other payables
20222021 20232022
Current
liabilities
£ million
Non-current
liabilities
£ million
Current
liabilities
£ million
Non-current
liabilities
£ million
Current
liabilities
£ million
Non-current
liabilities
£ million
Current
liabilities
£ million
Non-current
liabilities
£ million
Trade payablesTrade payables2,705  2,014 — Trade payables2,659  2,705 — 
Interest payableInterest payable143  124 — Interest payable237  143 — 
Tax and social security excluding income taxTax and social security excluding income tax696  656 — Tax and social security excluding income tax632  696 — 
Other payablesOther payables600 380 606 338 Other payables432 368 600 380 
AccrualsAccruals1,635  1,152 — Accruals1,229  1,635 — 
Deferred incomeDeferred income90  72 — Deferred income73  90 — 
Dividend payable to non-controlling interestsDividend payable to non-controlling interests18  24 — Dividend payable to non-controlling interests38  18 — 
5,887 380 4,648 338 5,300 368 5,887 380 

Interest payable at 30 June 20222023 includes interest on non-derivative financial instruments of £141£217 million (2021(2022£122£141 million). Accruals at 30 June 20222023 include £613£561 million (2021(2022£455£613 million) accrued discounts attributed to sales recognised. Deferred income represents amounts paid by customers in respect of performance obligations not yet satisfied. The amount of contract liabilities recognised as revenue in the current year is £72£90 million (2021(2022£7972 million). Non-current liabilities include the net present value of contingent consideration in respect of prior acquisitions of £353£293 million (2021(2022£320£353 million). For further information on contingent consideration, please refer to note 16 (g).

Together with the group’s partner banks, supply chain financing (SCF) facilities are provided to suppliers in certain countries. These arrangements enable suppliers to receive funding earlier than the invoice due date at their discretion and at their own cost. Payment terms continue to be agreed directly between the group and suppliers, independently from the availability of SCF facilities. Liabilities are settled in accordance with the original due date of invoices. The group does not incur any fees or receive any rebates where the suppliers choose to utilise these facilities. The group has determined that it is appropriate to present amounts outstanding subject to SCF arrangements as trade payables. Consistent with this classification, cash flows are presented either as operating cash flows or cash flows from investing activities, when related to the acquisition of non-current assets. At 30 June 2022,2023, the amount that has been subject to SCF and accounted for as trade payables was £750£727 million (2021(2022£465£789 million).

(d) Provisions
Thalidomide
£ million
Other
£ million
Total
£ million
Thalidomide
£ million
Other
£ million
Total
£ million
At 30 June 2021190 222 412 
At 30 June 2022At 30 June 2022178 239 417 
Exchange differencesExchange differences 18 18 Exchange differences(1)(26)(27)
Disposal of businessesDisposal of businesses (6)(6)Disposal of businesses (2)(2)
Provisions charged during the yearProvisions charged during the year 65 65 Provisions charged during the year 31 31 
Provisions utilised during the yearProvisions utilised during the year(16)(73)(89)Provisions utilised during the year(14)(61)(75)
Transfers from other payablesTransfers from other payables 12 12 Transfers from other payables 12 12 
Unwinding of discountsUnwinding of discounts4 1 5 Unwinding of discounts5 1 6 
At 30 June 2022178 239 417 
At 30 June 2023At 30 June 2023168 194 362 
Current liabilitiesCurrent liabilities12 147 159 Current liabilities13 106 119 
Non-current liabilitiesNon-current liabilities166 92 258 Non-current liabilities155 88 243 
178 239 417 168 194 362 
 
(i) Provisions have been established in respect of the discounted value of the group’s commitment to the UK and Australian Thalidomide Trusts. These provisions will be utilised over the period of the commitments up to 2037.
(ii) The largest item in other provisions at 30 June 20222023 is £49£51 million (2021(2022£45£49 million) in respect of employee deferred compensation plans which will be utilised when employees leave the group.

266255

Financial statements (continued)
Risk management and capital structure

Introduction
This section sets out the policies and procedures applied to manage the group’s capital structure and the financial risks the group is exposed to. Diageo considers the following components of its balance sheet to be capital: borrowings and equity. 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.

16. Financial instruments and risk management

Accounting policies

Financial assets and liabilities are initially recorded at fair value including, where permitted by IFRS 9, 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: financial assets and liabilities at amortised cost, financial assets and liabilities at fair value through income statement and financial assets at fair value through other comprehensive income.
The accounting policies for other investments and loans are described in note 13, for trade and other receivables and payables in note 15 and for cash and cash equivalents in note 17.
Financial assets and liabilities at fair value through income statement include derivative assets and liabilities. Where financial assets or liabilities are eligible to be carried at either amortised cost or fair value through other comprehensive income, the group does not apply the fair value option.
Derivative financial instruments are carried at fair value using a discounted cash flow model 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 to the income statement as they arise.
Other financial liabilities are carried at amortised cost unless they are part of a fair value hedge relationship. The difference between the initial 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. Financial liabilities in respect of the Zacapa acquisition are recognised at fair value.

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), commodity price risk of highly probable forecast transactions, oras well as the cash flow risk from a change in exchange or interest rates (cash flow hedges) and hedges of net investments in foreign operations (net investment hedges). The designated portion of the hedging instruments is included in other financial assets and liabilities on the consolidated balance sheet. The effectiveness of such hedges is assessed at inception and at least on a quarterly basis, using prospective testing. Methods used for testing effectiveness include dollar offset, critical terms, regression analysis and hypothetical models.
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 a hedge relationship no longer meets hedge accounting criteria, 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 hedgeshedges are used to hedge the foreign currency risk of highly probable future foreign currency cash flows, the commodity price risk of highly probable future transactions, 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, commodity or interest exposure affects the income 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 currency 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.
267256

Financial statements (continued)
The group’s funding, liquidity and exposure to foreign currency and interest rate risks are managed by the group’s treasury department. The treasury department uses a range of financial instruments to manage these underlying risks.
Treasury operations are conducted within a framework 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 application of the Board-approved strategies. Transactions arising from the application of this flexibility are carried at fair value, gains or losses are taken to the income statement as they arise and are separately monitored on a daily basis using Value at Risk analysis. In the years ended 30 June 20222023 and 30 June 20212022 gains and losses on these transactions were not material. The group does not use derivatives for speculative purposes. All transactions in derivative financial instruments are initially undertaken to manage the risks arising from underlying business activities.
The group purchases insurance for commercial or, where required, for legal or contractual reasons. In addition, the group retains insurable risk where external insurance is not considered an economic means of mitigating these risks.
The Finance Committee receives a quarterly report on the key activities of the treasury department, however any exposures which differ from the defined benchmarks are reported as they arise.

(a) Currency risk
The group presents its consolidated financial statements in sterling and conducts business in many currencies. As a result, it is subject to foreign currency risk due to exchange rate movements, which will affect the group’s transactions and the translation of the results and underlying net assets of its operations. To manage the currency risk, the group uses certain financial instruments. Where hedge accounting is applied, hedges are documented and tested for effectiveness on an ongoing basis.

Hedge of net investment in foreign operations
The group hedges a certain portion of its exposure to fluctuations in the sterling value of its foreign operations by designating borrowings held in foreign currencies and using foreign currency spots, forwards, swaps and other financial derivatives. For the year ended 30 June 20222023 the group’s guidanceintention was to maintain total net investment Value at Risk to total net asset value below 20%, where Value at Risk is defined as the maximum amount of loss over a one-year period with a 95% probability confidence level.
At 30 June 20222023 foreign currency borrowings designated in net investment hedge relationships amounted to £8,742£10,627 million (2021 £7,780(2022 £8,742 million), including financial derivatives.

Hedge of foreign currency debt
The group uses cross currency interest rate swaps to hedge the foreign currency risk associated with certain foreign currency denominated borrowings.

Transaction exposure hedging
The group’s policy is to hedge forecast transactional foreign currency risk on the net US dollar exposuremajor currency pair exposures up to 24 months, targeting 75% coverage for the current financial year, and on other currency exposures up to 18 months. The group’s exposure to foreign currency risk arising principally on forecasted sales transactions is managed using forward agreements and options.
(b) Interest rate risk
The group has an exposure to interest rate risk, arising principally on changes in US dollar, euro and sterling interest rates. To manage interest rate risk, the group manages its proportion of fixed to floating rate borrowings within limits approved by the Board, primarily through issuing fixed and floating rate borrowings, and by utilising interest rate swaps. These practices aim to minimise the group’s net finance charges with acceptable year-on-year volatility. To facilitate operational efficiency and effective hedge accounting, for the year ended 30 June 20222023 the group’s policy was to maintain fixed rate borrowings within a band of 40% to 90%. of forecast net borrowings. For these calculations, net borrowings exclude interest rate related fair value adjustments. The majority of the group’s existing interest rate derivatives are designated as hedges and are expected to be effective. Fair value of these derivatives is recognised in the income statement, along with any changes in the relevant fair value of the underlying hedged asset or liability. The group's net borrowings interest rate profile as at 30 June 2022 and 2021of the group's net borrowings is as follows:
20222021 20232022
£ million%£ million% £ million%£ million%
Fixed rateFixed rate11,070 78 9,278 77 Fixed rate11,961 77 11,070 78 
Floating rate(1)
Floating rate(1)
2,612 19 2,521 21 
Floating rate(1)
3,225 21 2,612 19 
Impact of financial derivatives and fair value adjustmentsImpact of financial derivatives and fair value adjustments(20) (53)(1)Impact of financial derivatives and fair value adjustments(93)(1)(20)— 
Lease liabilitiesLease liabilities475 3 363 Lease liabilities448 3 475 
Net borrowingsNet borrowings14,137 100 12,109 100 Net borrowings15,541 100 14,137 100 
(1) The floating rate portion of net borrowings includes cash and cash equivalents, collaterals, floating rate loans and bonds and bank overdrafts.

268257

Financial statements (continued)
The table below sets out the average monthly net borrowings and effective interest rate:
Average monthly net borrowingsEffective interest rate
2022
£ million
2021
£ million
2020
£ million
2022
%
2021
%
2020
%
12,692 12,702 12,708 2.72.72.6
Average monthly net borrowingsEffective interest rate
2023
£ million
2022
£ million
2021
£ million
2023
%
2022
%
2021
%
15,244 12,692 12,702 3.92.72.7
(i)     For this calculation, net interest charge excludes fair value adjustments to derivative financial instruments and average monthly net borrowings include the impact of interest rate swaps that are no longer in a hedge relationship but exclude the market value adjustment for cross currency interest rate swaps.

IBOR reform
In accordance with the UK Financial Conduct Authority’s announcement on 5 March 2021, LIBOR benchmark rates were discontinued after 31 December 2021, except for the majority of the US dollar settings which will beare discontinued afterfrom 30 June 2023. There have been amendments to the contractual terms of IBOR-referenced interest rates and the corresponding update of the hedge designations. By 30 June 2022, changes required to systems and processes in relation to the fair valuation of financial instruments were implemented and the transition had no material tax or accounting implications. The group also evaluated the implications of the reference rate changes in relation to other valuation models and credit risk, and concluded that they were not material.
In line with the relief provided by the amendment, the group assumes that the interest rate benchmark on which the cash flows of the hedged item, the hedging instrument or the hedged risk are based are not altered by the IBOR reform. The derivative hedging instruments provide a close approximation to the extent and nature of the risk exposure the group manages through hedging relationships.
Included in floating rate net borrowings are interest rate swaps designated in fair value hedges, with a notional amount of £2,893£2,063 million (2021: £2,338(2022 – £2,893 million) whose interest rates are based on USD LIBOR. In preparation for the discontinuation of USD LIBOR, the group will amendhave amended these agreements to either reference the Secured Overnight Financing Rate or include mechanics for selecting an alternative rate ensuring that(SOFR) resulting in economically equivalent trades upon transition. The floating legs of the transitioned trades will become SOFR based subsequent to the amendments the agreements will be economically equivalent on transition date.last USD LIBOR based interest payments.

(c) Commodity price risk
Commodity price risk is managed in line with the principles approved by the Board either through long-term purchase contracts with suppliers or, where appropriate, derivative contracts. The group policy is to maintain the Value at Risk of commodity price risk arising from commodity exposures below 75 bps of forecast gross profit in any given financial year. Where derivative contracts are used, the commodity price risk exposure is hedged up to 24 months of forecast volume through exchange-traded and over-the-counter contracts (futures, forwards and swaps) and cash flow hedge accounting is applied.

(d) Market risk sensitivity analysis
The group uses a sensitivity analysis that estimates the impacts on the consolidated income statement and other comprehensive income of either an instantaneous increase or decrease of 0.5% in market interest rates or a 10% strengthening or weakening in sterling against all other currencies, from the rates applicable at 30 June 2022 and 30 June 2021, for each class of financial instruments on the consolidated balance sheet at these dates with all other variables remaining constant. The sensitivity analysis excludes the impact of market risk on the net post employment benefit liabilities and assets, and corporate tax payable. This analysis is for illustrative purposes only, as in practice interest and foreign exchange rates rarely change in isolation.
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.
Impact on income
 statement
gain/(loss)
Impact on consolidated
comprehensive income
gain/(loss)
(1) (2)
Impact on income
 statement
gain/(loss)
Impact on consolidated
comprehensive income
gain/(loss)
(1) (2)
20222021202220212023202220232022
£ million£ million
0.5% decrease in interest rates0.5% decrease in interest rates13 13 31 23 0.5% decrease in interest rates16 13 36 31 
0.5% increase in interest rates0.5% increase in interest rates(13)(13)(30)(22)0.5% increase in interest rates(16)(13)(35)(30)
10% weakening of sterling10% weakening of sterling(33)(32)(1,125)(1,008)10% weakening of sterling(45)(33)(1,336)(1,125)
10% strengthening of sterling10% strengthening of sterling28 27 922 825 10% strengthening of sterling36 28 1,093 922 
(1)    The impact on foreign currency borrowings and derivatives in net investment hedges is largely offset by the foreign exchange difference arising on the translation of net investments.
(2)    The impact on the consolidated statement of comprehensive income includes the impact on the income statement.

269258

Financial statements (continued)
(e) Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the group. Credit risk arises on cash balances (including bank deposits and cash and cash equivalents), derivative financial instruments and credit exposures to customers, including outstanding loans, trade and other receivables, financial guarantees and committed transactions.
The carrying amount of financial assets of £5,445£4,637 million (2021 (2022£5,360£5,445 million) represents the group’s exposure to credit risk at the balance sheet date as disclosed in section (i), excluding the impact of any collateral held or other credit enhancements. A financial asset is in default when the counterparty fails to pay its contractual obligations. Financial assets are written off when there is no reasonable expectation of recovery.
Credit risk is managed separately for financial and business related credit exposures.


Financial credit risk
Diageo aims to minimise its financial credit risk through the application of risk management policies approved and monitored by the Board. Counterparties are predominantly limited to investment grade banks and financial institutions, and policy restricts the exposure to any one counterparty by setting credit limits taking into account the credit quality of the counterparty. The group’s policy is designed to ensure that individual counterparty limits are adhered to and that there are no significant concentrations of credit risk. The Board also defines the types of financial instruments which may be transacted. The credit risk arising through the use of financial instruments for currency, interest rate and commodity price risk management is estimated with reference to the fair value of contracts with a positive value, rather than the notional amount of the instruments themselves. Diageo annually reviews the credit limits applied and regularly monitors the counterparties’ credit quality reflecting market credit conditions.
When derivative transactions are undertaken with bank counterparties, the group may, where appropriate, enter into certain agreements with such bank counterparties whereby the parties agree to post cash collateral for the benefit of the other if the net valuations of the derivatives are above a predetermined threshold. At 30 June 2022,2023, the collateral held under these agreements amounted to $(19) million (£(15) million) (2022 – $23 million (£19 million) (2021 – $136 million (£98 million)).

Business related credit risk
Exposures from loan, trade and other receivables are managed locally in the operating units where they arise and active risk management is applied, focusing on country risk, credit limits, ongoing credit evaluation and monitoring procedures. There is no significant concentration of credit risk with respect to loans, trade and other receivables as the group has a large number of customers which are internationally dispersed.

(f) Liquidity risk
Liquidity risk is the risk of Diageo encountering difficulties in meeting its obligations associated with financial liabilities that are settled by delivering cash or other financial assets. The group uses short-term commercial paper to finance its day-to-day operations. The group’s policy with regard to the expected maturity profile of borrowings is to limit the amount of such borrowings maturing within 12 months to 50% of gross borrowings less money market demand deposits, and the level of commercial paper to 30% of gross borrowings less money market demand deposits. In addition, the group’s policy is to maintain backstop facilities with relationship banks to support commercial paper obligations.
The following tables provide an analysis of the anticipated contractual cash flows including interest payable for the group’s financial liabilities and derivative instruments on an undiscounted basis. Where interest payments are calculated at a floating rate, rates of each cash flow until maturity of the instruments are calculated based on the forward yield curve prevailing at the respective year ends. The gross cash flows of cross currency swaps are presented for the purposes of this table. All other derivative contracts are presented on a net basis. Financial assets and liabilities are presented gross in the consolidated balance sheet although, in practice, the group uses netting arrangements to reduce its liquidity requirements on these instruments.

270259

Financial statements (continued)
Contractual cash flows
Due within
1 year
£ million
Due between
1 and 3  years
£ million
Due between
3 and 5 years
£ million
Due after
5 years
£ million
Total
£ million
Carrying
amount at
balance
sheet date
£ million
Due within
1 year
£ million
Due between
1 and 3 years
£ million
Due between
3 and 5 years
£ million
Due after
5 years
£ million
Total
£ million
Carrying
amount at
balance
sheet date
£ million
20232023
Borrowings(1)
Borrowings(1)
(1,707)(3,615)(2,980)(8,652)(16,954)(16,502)
Interest on borrowings(1)(2)
Interest on borrowings(1)(2)
(541)(750)(623)(1,503)(3,417)(217)
Lease capital repaymentsLease capital repayments(75)(104)(69)(200)(448)(448)
Lease future interest paymentsLease future interest payments(18)(28)(19)(37)(102) 
Trade and other financial liabilities(3)
Trade and other financial liabilities(3)
(4,417)(231)(122)(96)(4,866)(4,782)
Non-derivative financial liabilitiesNon-derivative financial liabilities(6,758)(4,728)(3,813)(10,488)(25,787)(21,949)
Cross currency swaps (gross)Cross currency swaps (gross)
ReceivableReceivable43 87 87 1,341 1,558 
PayablePayable(28)(56)(56)(930)(1,070)
Other derivative instruments (net)Other derivative instruments (net)19 (88)(79)(54)(202)
Derivative instruments(2)
Derivative instruments(2)
34 (57)(48)357 286 134 
202220222022
Borrowings(1)
Borrowings(1)
(1,524)(2,842)(2,738)(9,276)(16,380)(16,020)
Borrowings(1)
(1,524)(2,842)(2,738)(9,276)(16,380)(16,020)
Interest on borrowings(1)(2)
Interest on borrowings(1)(2)
(427)(626)(560)(1,622)(3,235)(141)
Interest on borrowings(1)(2)
(427)(626)(560)(1,622)(3,235)(141)
Lease capital repaymentsLease capital repayments(85)(107)(61)(222)(475)(475)Lease capital repayments(85)(107)(61)(222)(475)(475)
Lease future interest paymentsLease future interest payments(13)(20)(16)(44)(93) Lease future interest payments(13)(20)(16)(44)(93)— 
Trade and other financial liabilities(3)
Trade and other financial liabilities(3)
(4,765)(123)(142)(126)(5,156)(5,145)
Trade and other financial liabilities(3)
(4,765)(123)(142)(126)(5,156)(5,145)
Non-derivative financial liabilitiesNon-derivative financial liabilities(6,814)(3,718)(3,517)(11,290)(25,339)(21,781)Non-derivative financial liabilities(6,814)(3,718)(3,517)(11,290)(25,339)(21,781)
Cross currency swaps (gross)Cross currency swaps (gross)Cross currency swaps (gross)
ReceivableReceivable851 90 90 1,442 2,473  Receivable851 90 90 1,442 2,473 
PayablePayable(783)(56)(56)(958)(1,853) Payable(783)(56)(56)(958)(1,853)
Other derivative instruments (net)Other derivative instruments (net)(86)(123)(78)(65)(352) Other derivative instruments (net)(86)(123)(78)(65)(352)
Derivative instruments(2)
Derivative instruments(2)
(18)(89)(44)419 268 22 
Derivative instruments(2)
(18)(89)(44)419 268 22 
2021
Borrowings(1)
(1,859)(2,590)(2,788)(7,498)(14,735)(14,727)
Interest on borrowings(1)(2)
(390)(552)(467)(1,375)(2,784)(122)
Lease capital repayments(82)(92)(45)(144)(363)(363)
Lease future interest payments(9)(12)(8)(25)(54)— 
Trade and other financial liabilities(3)
(3,800)(71)(108)(191)(4,170)(4,125)
Non-derivative financial liabilities(6,140)(3,317)(3,416)(9,233)(22,106)(19,337)
Cross currency swaps (gross)
Receivable57 780 79 1,294 2,210 — 
Payable(41)(811)(56)(986)(1,894)— 
Other derivative instruments (net)143 54 — (23)174 — 
Derivative instruments(2)
159 23 23 285 490 312 
(1)    For the purpose of these tables, borrowings are defined as gross borrowings excluding lease liabilities and fair value of derivative instruments as disclosed in note 17.
(2)    Carrying amount of interest on borrowings, interest on derivatives and interest on other payable is included within interest payable in note 15.
(3)    Primarily consists of trade and other payables that meet the definition of financial liabilities under IAS 32.
The group had available undrawn committed bank facilities as follows:
2022
£ million
2021
£ million
2023
£ million
2022
£ million
Expiring within one yearExpiring within one year793 540 Expiring within one year99 793 
Expiring between one and two yearsExpiring between one and two years103 691 Expiring between one and two years496 103 
Expiring after two yearsExpiring after two years1,893 1,287 Expiring after two years2,083 1,893 
2,789 2,518 2,678 2,789 

The facilities can be used for general corporate purposes and, together with cash and cash equivalents, support the group’s commercial paper programmes.
There are no financial covenants on the group’s material short- and long-term borrowings. Certain of these borrowings contain cross default provisions and negative pledges.
The committed bank facilities are subject to a single financial covenant, being minimum interest cover ratio of two times (defined as the ratio of operating profit before exceptional items, aggregated with share of after tax results of associates and joint ventures, to net interest charges). They are also subject to pari passu ranking and negative pledge covenants.
Any non-compliance with covenants underlying Diageo’s financing arrangements could, if not waived, constitute an event of default with respect to any such arrangements, and any non-compliance with covenants may, in particular circumstances, lead to an acceleration of maturity on certain borrowings and the inability to access committed facilities. Diageo was in full compliance with its financial, pari passu ranking and negative pledge covenants in respect of its material short- and long-term borrowings throughout each of the years presented.
271260

Financial statements (continued)

(g) Fair value measurements
Fair value measurements of financial instruments are presented through the use of a three-level fair value hierarchy that prioritises the valuation techniques used in fair value calculations.
The group maintains policies and procedures to value instruments using the most relevant data available. If multiple inputs that fall into different levels of the hierarchy are used in the valuation of an instrument, the instrument is categorised on the basis of the most subjective input.
Foreign currency forwards and swaps, cross currency swaps and interest rate swaps are valued using discounted cash flow techniques. These techniques incorporate inputs at levels 1 and 2, such as foreign exchange rates and interest rates. These market inputs are used in the discounted cash flow calculation incorporating the instrument’s term, notional amount and discount rate, and taking credit risk into account. As significant inputs to the valuation are observable in active markets, these instruments are categorised as level 2 in the hierarchy.
Other financial liabilities include a put option, which does not have an expiry date, held by Industrias Licoreras de Guatemala (ILG) to sell the remaining 50% equity stake in Rum Creation & Products Inc., the owner of the Zacapa rum brand, to Diageo. The liability is fair valued using the discounted cash flow method and as at 30 June 20222023, an amount of £216£218 million (30 June 20212022£149£216 million) is recognised as a liability with changes in the fair value of the put option included in retained earnings. As the valuation of this option uses assumptions not observable in the market, it is categorised as level 3 in the hierarchy. As at 30 June 2022,2023, because it is unknown when or if ILG will exercise the option, the liability is measured as if the exercise date is on the last day of the next financial year considering forecast future performance. The option is sensitive to reasonably possible changes in assumptions. Ifassumptions; if the option were to be exercised as at 30 June 2024,2025, the fair value of the liability would increase by approximately £69 million.£30 million.
Included in other financial liabilities, the contingent consideration on acquisition of businesses represents the present value of payments up to £381£422 million linked to certain performance targets, which are expected to be paid over the next eight years.years.
Contingent considerations linked to certain volume targets at 30 June 2023 included £113 million in respect of the acquisition of Aviation Gin and Davos Brands (2022 – £157 million), £59 million in respect of the acquisition of 21Seeds (2022 – £59 million) and £18 million in respect of the acquisition of Lone River Ranch Water (2022 – £57 million). Contingent consideration of £70 million in respect of the acquisition of Don Papa Rum (2022 – £nil) is linked to certain financial performance targets. Contingent considerations are fair valued based on discounted cash flow method using assumptions not observable in the market. Contingent considerations are sensitive to possible changes in assumptions; a 10% increase or decrease in volume would increase or decrease the fair value of contingent considerations linked to certain volume targets by approximately £30 million and £50 million, respectively, and a 10% increase or decrease in cash flows would increase or decrease the fair value of contingent considerations linked to certain financial performance targets by approximately £25 million.
There were no significant changes in the measurement and valuation techniques, or significant transfers between the levels of the financial assets and liabilities in the year ended 30 June 2022.2023.
The group’s financial assets and liabilities measured at fair value are categorised as follows:
2022
£ million
2021
£ million
2023
£ million
2022
£ million
Derivative assetsDerivative assets480 443 Derivative assets594 480 
Derivative liabilitiesDerivative liabilities(456)(129)Derivative liabilities(440)(456)
Valuation techniques based on observable market input (Level 2)Valuation techniques based on observable market input (Level 2)24 314 Valuation techniques based on observable market input (Level 2)154 24 
Financial assets - otherFinancial assets - other184 138 Financial assets - other192 184 
Financial liabilities - otherFinancial liabilities - other(587)(578)Financial liabilities - other(529)(587)
Valuation techniques based on unobservable market input (Level 3)Valuation techniques based on unobservable market input (Level 3)(403)(440)Valuation techniques based on unobservable market input (Level 3)(337)(403)
In the years ended 30 June 20222023 and 30 June 2021,2022, the increase in financial assets - other of £8 million (2022 – £46 million (2021 – £22 million) is principally in respect of acquisitions.
261

Financial statements (continued)
The movements in level 3 instruments, measured on a recurring basis, are as follows:
Zacapa
financial
liability
Contingent consideration recognised on acquisition of businesses(1)
Zacapa
financial
liability
Contingent consideration recognised on acquisition of businesses(1)
Zacapa
financial
liability
Contingent consideration recognised on acquisition of businessesZacapa
financial
liability
Contingent consideration recognised on acquisition of businesses
2022202120232022
£ million£ million£ million
At the beginning of the yearAt the beginning of the year(149)(429)(167)(249)At the beginning of the year(216)(371)(149)(429)
Net (losses)/gains included in the income statementNet (losses)/gains included in the income statement(20)62 (7)(47)Net (losses)/gains included in the income statement(8)117 (20)62 
Net (losses)/gains included in exchange in other comprehensive income(26)(39)21 31 
Net gains/(losses) included in exchange in other comprehensive incomeNet gains/(losses) included in exchange in other comprehensive income9 11 (26)(39)
Net losses included in retained earningsNet losses included in retained earnings(34) (2)— Net losses included in retained earnings(16) (34)— 
AcquisitionsAcquisitions (70)— (253)Acquisitions (76)— (70)
Settlement of liabilitiesSettlement of liabilities13 105 89 Settlement of liabilities13 8 13 105 
At the end of the yearAt the end of the year(216)(371)(149)(429)At the end of the year(218)(311)(216)(371)
(1)    Included in the balance at 30 June 2022 is £157 million in respect of the acquisition of Aviation Gin and Davos Brands (2021 – £177 million), £59 million in respect of the acquisition of 21Seeds, £57 million in respect of the acquisition of Lone River Ranch Water (2021 – £49 million) and £nil in respect of the acquisition of Casamigos as it was fully repaid on 17 September 2021 (2021- £80 million).

(h) Results of hedge relationships
The group targets a one-to-one hedge ratio. StrengthThe strength of the economic relationship between the hedged items and the hedging instruments areis analysed on an ongoing basis. Ineffectiveness can arise from subsequent change in the forecast transactions as a result of altereddifferences in timing, cash flows or value except when the critical terms of the hedging instrument and hedged item are closely aligned.
272

Financial statements (continued)
The change in the credit risk of the hedging instruments or the hedged items is not expected to be the primary factor in the economic relationship.
The notional amounts, contractual maturities and rates of the hedging instruments designated in hedging relationships as of 30 June 2022 and 30 June 2021 by the main risk categories are as follows:
Notional amounts
£ million
Maturity
Range of hedged rates(1)
20222023
Net investment hedges
Derivatives in net investment hedges of foreign operations11637 July 20222023Turkish lira 22.27US dollar 1.27
Cash flow hedges
Derivatives in cash flow hedge (foreign currency debt)1,694873September 2036 - April 2043US dollar 1.60 - 1.88
Derivatives in cash flow hedge (foreign currency risk)1,734September 2023 - December 2024
US dollar 1.05 - 1.33,
Mexican peso 14.76 - 18.38
Derivatives in cash flow hedge (commodity price risk)217July 2023 - September 2024
Feed Wheat: 183.75 - 240.00 USD/Bu
LME Aluminium: 2,248 - 3,399 USD/Mt
Fair value hedges
Derivatives in fair value hedge (interest rate risk)3,999September 2023 - April 2030(0.01) - 3.09%
2022
Net investment hedges
Derivatives in net investment hedges of foreign operations11 July 2022Turkish lira 22.27
Cash flow hedges
Derivatives in cash flow hedge (foreign currency debt)1,694 April 2023 - April 2043US dollar 1.22 - 1.88
Derivatives in cash flow hedge (foreign currency risk)1,874 September 2022 - June 2024US dollar 1.22 - 1.42, euro 1.13 - 1.17
Derivatives in cash flow hedge (commodity price risk)234 July 2022 - March 2024
Natural Gas: 1.67 - 3.57 GBP/therm(ec)
LME Aluminium: 2,009 - 3,399 USD/Mt
Fair value hedges
Derivatives in fair value hedge (interest rate risk)4,444September 2022 - April 2043(0.01) - 3.09%
2021
Net investment hedges
Derivatives in net investment hedges of foreign operations11 July 2021Turkish lira 11.86 - 12.22
Cash flow hedges
Derivatives in cash flow hedge (foreign currency debt)1,475 April 2023 - April 2043US dollar 1.22 - 1.88
Derivatives in cash flow hedge (foreign currency risk)1,303 September 2021 - December 2022US dollar 1.19 - 1.42, euro 1.07 - 1.16
Derivatives in cash flow hedge (commodity price risk)93 July 2021 - May 2023
Corn: 3.63 - 5.17 USD/Bu
LME Aluminium: 1,631 - 2,421 USD/Mt
Fair value hedges
Derivatives in fair value hedge (interest rate risk)4,6464,444 October 2021September 2022 - April 2030(0.01) - 3.09%
(1)    In case of derivatives in cash flow hedges (commodity price risk and foreign currency risk), the range of the most significant contract’s hedged rates are presented.

For hedges of the cash flow risk from a change in forward exchange rates using cross currency interest rate swaps, the retranslation of the related bond principal to closing exchange rates and recognition of interest on the related bonds will affect the income statement in each year until the related bonds mature in 2023, 2036 and 2043. Exchange retranslation and the interest on the hedged bonds in the income statement are expected to offset those on the cross currency swaps in each of the years.
In respect of cash flow hedging instruments, a gain of £247 million (2022 – £124 million (2021gain; 2021 – £157 million loss; 2020 – £173 million gain)loss) was recognised in other comprehensive income due to changes in fair value. A lossgain of £42£13 million was transferred out of other comprehensive income to other operating expenses and a gainloss of £239£54 million to other finance charges, respectively, (2021(2022 – a loss of £42 million and a gain of £239 million; 2021 – a loss of £10 million and a loss of £175 million; 2020 – a loss of £42 million and a gain of £75 million) to offset the foreign exchange impact on the underlying transactions. A gain of £33 million (2022 – £46 million (2021gain, 2021 – £2 million gain, 2020 – £8 million loss)gain) was transferred out of other
262

Financial statements (continued)
comprehensive income to operating profit in relation to commodity hedges. The carrying amount of hedged items recognised in the consolidated balance sheet in relation to hedges of cash flow risk arising from foreign currency debts equals the notional value of the hedging instruments at 30 June 20222023 and are included within borrowings. The notional amount for cash flow hedges of foreign currency debt at 30 June 20222023 was £1,694£873 million (2021 (2022£1,475£1,694 million).
For cash flow hedges of forecast transactions at 30 June 2022,2023, based on year end interest and exchange rates, a gain to the income statement of £18£143 million in the year ending 30 June 2023 and a loss of £7 million in the year ending 30 June 2024 and a gain of £20 million in the year ending 30 June 2025 is expected to be recognised.
In respect of hedges of foreign currency borrowings that are no longer applicable at 30 June 2022,2023, a loss of £19£18 million (2021 (2022 – a loss of £20£19 million) was reported in reserves. There was no significant ineffectiveness on net investment and cash flow hedges during the year ended 30 June 2022.2023.
The £4,444£3,999 million (2021 (2022 – £4,646£4,444 million) notional value of hedged items in fair value hedges equals to the notional value of hedging instruments designated in these relationships at 30 June 20222023 and the carrying amount of hedged items are included within borrowings in the consolidated balance sheet.
For fair value hedges that are no longer applicable, the accumulated fair value changes shown on the consolidated balance sheet at 30 June 20222023 was £nil (2022 – £1 million (2021 – £5 million).
273

Financial statements (continued)
The following table sets out information regarding the effectiveness of hedging relationships designated by the group, as well as the impacts on the income statement and other comprehensive income:
At the beginning
 of the year
£ million
Consolidated Income
 statement
£ million
Consolidated statement of comprehensive income
£ million
Other
£ million
At the end
of the year
£ million
At the beginning
 of the year
£ million
Consolidated Income
 statement
£ million
Consolidated statement of comprehensive income
£ million
Other
£ million
At the end
of the year
£ million
20232023
Net investment hedgesNet investment hedges
Derivatives in net investment hedges of foreign operationsDerivatives in net investment hedges of foreign operations(1)  1  
Cash flow hedgesCash flow hedges
Derivatives in cash flow hedge (foreign currency debt)Derivatives in cash flow hedge (foreign currency debt)367 (54)60 (25)348 
Derivatives in cash flow hedge (foreign currency risk)Derivatives in cash flow hedge (foreign currency risk)(77)(17)260 17 183 
Derivatives in cash flow hedge (commodity price risk)Derivatives in cash flow hedge (commodity price risk)50 33 (89)(19)(25)
Fair value hedgesFair value hedges
Derivatives in fair value hedge (interest rate risk)Derivatives in fair value hedge (interest rate risk)(283)(94)  (377)
Fair value hedge hedged itemFair value hedge hedged item276 96   372 
Instruments in fair value hedge relationshipInstruments in fair value hedge relationship(7)2   (5)
202220222022
Net investment hedgesNet investment hedgesNet investment hedges
Derivatives in net investment hedges of foreign operationsDerivatives in net investment hedges of foreign operations  5 (6)(1)Derivatives in net investment hedges of foreign operations— — (6)(1)
Cash flow hedgesCash flow hedgesCash flow hedges
Derivatives in cash flow hedge (foreign currency debt)Derivatives in cash flow hedge (foreign currency debt)154 239 (6)(20)367 Derivatives in cash flow hedge (foreign currency debt)154 239 (6)(20)367 
Derivatives in cash flow hedge (foreign currency risk)Derivatives in cash flow hedge (foreign currency risk)53 (11)(130)11 (77)Derivatives in cash flow hedge (foreign currency risk)53 (11)(130)11 (77)
Derivatives in cash flow hedge (commodity price risk)Derivatives in cash flow hedge (commodity price risk)16 46 32 (44)50 Derivatives in cash flow hedge (commodity price risk)16 46 32 (44)50 
Fair value hedgesFair value hedgesFair value hedges
Derivatives in fair value hedge (interest rate risk)Derivatives in fair value hedge (interest rate risk)63 (346)  (283)Derivatives in fair value hedge (interest rate risk)63 (346)— — (283)
Fair value hedge hedged itemFair value hedge hedged item(65)341   276 Fair value hedge hedged item(65)341 — — 276 
Instruments in fair value hedge relationshipInstruments in fair value hedge relationship(2)(5)  (7)Instruments in fair value hedge relationship(2)(5)— — (7)
2021
Net investment hedges
Derivatives in net investment hedges of foreign operations— — (3)— 
Cash flow hedges
Derivatives in cash flow hedge (foreign currency debt)469 (175)(123)(17)154 
Derivatives in cash flow hedge (foreign currency risk)(58)(26)111 26 53 
Derivatives in cash flow hedge (commodity price risk)(9)39 (16)16 
Fair value hedges
Derivatives in fair value hedge (interest rate risk)189 (126)— — 63 
Fair value hedge hedged item(189)124 — — (65)
Instruments in fair value hedge relationship— (2)— — (2)

274263

Financial statements (continued)
(i) Reconciliation of financial instruments
The table below sets out the group’s accounting classification of each class of financial assets and liabilities:
Fair value
through income
statement
£ million
Fair value through other comprehensive income
£ million
Assets and liabilities at amortised cost
£ million
Not categorised
as a financial
instrument
£ million
Total
£ million
Current
£ million
Non-current
£ million
Fair value
through income
statement
£ million
Fair value through other comprehensive income
£ million
Assets and liabilities at amortised cost
£ million
Not categorised
as a financial
instrument
£ million
Total
£ million
Current
£ million
Non-current
£ million
20232023
Other investments and loans(1)
Other investments and loans(1)
192  31 2 225  225 
Trade and other receivablesTrade and other receivables  2,234 517 2,751 2,720 31 
Cash and cash equivalentsCash and cash equivalents  1,439  1,439 1,439  
Derivatives in cash flow hedge (foreign currency debt)Derivatives in cash flow hedge (foreign currency debt)348    348  348 
Derivatives in cash flow hedge (foreign currency risk)Derivatives in cash flow hedge (foreign currency risk)192    192 147 45 
Derivatives in cash flow hedge (commodity price risk)Derivatives in cash flow hedge (commodity price risk)2    2 2  
Other instrumentsOther instruments198    198 198  
LeasesLeases  1  1  1 
Total other financial assetsTotal other financial assets740  1  741 347 394 
Total financial assetsTotal financial assets932  3,705 519 5,156 4,506 650 
Borrowings(2)
Borrowings(2)
  (16,502) (16,502)(1,701)(14,801)
Trade and other payablesTrade and other payables(311) (4,472)(885)(5,668)(5,300)(368)
Derivatives in fair value hedge (interest rate risk)Derivatives in fair value hedge (interest rate risk)(377)   (377)(6)(371)
Derivatives in cash flow hedge (foreign currency risk)Derivatives in cash flow hedge (foreign currency risk)(9)   (9)(7)(2)
Derivatives in cash flow hedge (commodity price risk)Derivatives in cash flow hedge (commodity price risk)(27)   (27)(26)(1)
Other instrumentsOther instruments(245)   (245)(245) 
LeasesLeases  (448) (448)(75)(373)
Total other financial liabilitiesTotal other financial liabilities(658) (448) (1,106)(359)(747)
Total financial liabilitiesTotal financial liabilities(969) (21,422)(885)(23,276)(7,360)(15,916)
Total net financial (liabilities)/assetsTotal net financial (liabilities)/assets(37) (17,717)(366)(18,120)(2,854)(15,266)
202220222022
Other investments and loans(1)
Other investments and loans(1)
180 4 15 1 200  200 
Other investments and loans(1)
180 15 200 — 200 
Trade and other receivablesTrade and other receivables  2,365 605 2,970 2,933 37 Trade and other receivables— — 2,365 605 2,970 2,933 37 
Cash and cash equivalentsCash and cash equivalents  2,285  2,285 2,285  Cash and cash equivalents— — 2,285 — 2,285 2,285 — 
Derivatives in fair value hedge (interest rate risk)Derivatives in fair value hedge (interest rate risk)1    1  1 Derivatives in fair value hedge (interest rate risk)— — — — 
Derivatives in cash flow hedge (foreign currency debt)Derivatives in cash flow hedge (foreign currency debt)367    367 43 324 Derivatives in cash flow hedge (foreign currency debt)367 — — — 367 43 324 
Derivatives in cash flow hedge (foreign currency risk)Derivatives in cash flow hedge (foreign currency risk)32    32 15 17 Derivatives in cash flow hedge (foreign currency risk)32 — — — 32 15 17 
Derivatives in cash flow hedge (commodity price risk)Derivatives in cash flow hedge (commodity price risk)57    57 57  Derivatives in cash flow hedge (commodity price risk)57 — — — 57 57 — 
Other instrumentsOther instruments136    136 136  Other instruments136 — — — 136 136 — 
LeasesLeases  3  3  3 Leases— — — — 
Total other financial assetsTotal other financial assets593  3  596 251 345 Total other financial assets593 — — 596 251 345 
Total financial assetsTotal financial assets773 4 4,668 606 6,051 5,469 582 Total financial assets773 4,668 606 6,051 5,469 582 
Borrowings(2)
Borrowings(2)
  (16,020) (16,020)(1,522)(14,498)
Borrowings(2)
— — (16,020)— (16,020)(1,522)(14,498)
Trade and other payablesTrade and other payables(371) (4,774)(1,122)(6,267)(5,887)(380)Trade and other payables(371)— (4,774)(1,122)(6,267)(5,887)(380)
Derivatives in fair value hedge (interest rate risk)Derivatives in fair value hedge (interest rate risk)(284)   (284)(1)(283)Derivatives in fair value hedge (interest rate risk)(284)— — — (284)(1)(283)
Derivatives in cash flow hedge (foreign currency risk)Derivatives in cash flow hedge (foreign currency risk)(109)   (109)(81)(28)Derivatives in cash flow hedge (foreign currency risk)(109)— — — (109)(81)(28)
Derivatives in cash flow hedge (commodity price risk)Derivatives in cash flow hedge (commodity price risk)(7)   (7)(5)(2)Derivatives in cash flow hedge (commodity price risk)(7)— — — (7)(5)(2)
Derivatives in net investment hedgeDerivatives in net investment hedge(1)   (1)(1) Derivatives in net investment hedge(1)— — — (1)(1)— 
Other instrumentsOther instruments(271) (117) (388)(388) Other instruments(271)— (117)— (388)(388)— 
LeasesLeases  (475) (475)(85)(390)Leases— — (475)— (475)(85)(390)
Total other financial liabilitiesTotal other financial liabilities(672) (592) (1,264)(561)(703)Total other financial liabilities(672)— (592)— (1,264)(561)(703)
Total financial liabilitiesTotal financial liabilities(1,043) (21,386)(1,122)(23,551)(7,970)(15,581)Total financial liabilities(1,043)— (21,386)(1,122)(23,551)(7,970)(15,581)
Total net financial (liabilities)/assetsTotal net financial (liabilities)/assets(270)4 (16,718)(516)(17,500)(2,501)(14,999)Total net financial (liabilities)/assets(270)(16,718)(516)(17,500)(2,501)(14,999)
2021
Other investments and loans(1)
121 17 148 — 148 
Trade and other receivables— — 2,017 404 2,421 2,385 36 
Cash and cash equivalents— — 2,749 — 2,749 2,749 — 
Derivatives in fair value hedge (interest rate risk)106 — — — 106 102 
Derivatives in cash flow hedge (foreign currency debt)205 — — — 205 — 205 
Derivatives in cash flow hedge (foreign currency risk)61 — — — 61 57 
Derivatives in cash flow hedge (commodity price risk)16 — — — 16 14 
Other instruments55 — — — 55 46 
Leases— — — — 
Total other financial assets443 — — 448 121 327 
Total financial assets564 17 4,779 406 5,766 5,255 511 
Borrowings(2)
— — (14,727)— (14,727)(1,862)(12,865)
Trade and other payables(429)— (3,580)(977)(4,986)(4,648)(338)
Derivatives in fair value hedge (interest rate risk)(43)— — — (43)— (43)
Derivatives in cash flow hedge (foreign currency debt)(51)— — — (51)— (51)
Derivatives in cash flow hedge (foreign currency risk)(8)— — — (8)(5)(3)
Other instruments(176)— (91)— (267)(261)(6)
Leases— — (363)— (363)(82)(281)
Total other financial liabilities(278)— (454)— (732)(348)(384)
Total financial liabilities(707)— (18,761)(977)(20,445)(6,858)(13,587)
Total net financial (liabilities)/assets(143)17 (13,982)(571)(14,679)(1,603)(13,076)
(1)    Other investments and loans are including those in respect of associates.
(2)    Borrowings are defined as gross borrowings excluding lease liabilities and the fair value of derivative instruments.


At 30 June 20222023 and 30 June 2021,2022, the carrying values of cash and cash equivalents, other financial assets and liabilities approximate fair values. At 30 June 20222023, the fair value of borrowings, based on unadjusted quoted market data, was £15,641 million (2022 – £15,628 million (2021 – £15,895 million).

275

Financial statements (continued)
(j) Capital management
The group’s management is committed to enhancing shareholder value in the long-term, both by investing in the business and brands so as to deliver continued improvement in the return from those investments and by managing the capital structure. Diageo manages
264

Financial statements (continued)
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 an adjusted net borrowings (net borrowings aggregated with post employment benefit liabilities) to adjusted EBITDA leverage of 2.5 - 3.0 times, 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 Diageo’s 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 - 3.0 times. The group regularly assesses its debt and equity capital levels against its stated policy for capital structure. As at 30 June 20222023, the adjusted net borrowings (£14,53915,914 million) to adjusted EBITDA ratio was 2.52.6 times. For this calculation, net borrowings are adjusted by post employment benefit liabilities before tax (£402373 million) whilst adjusted EBITDA (£5,7036,120 million) comprises operating profit excluding exceptional operating items and depreciation, amortisation and impairment and includes share of after tax results of associates and joint ventures.

17. Net borrowings

Accounting policies

Borrowings are initially recognised at fair value net of transaction costs and are subsequently reported at amortised cost. Certain bonds are designated in fair value hedge relationship. In these cases, the amortised cost is adjusted for the fair value of the risk being hedged, with changes in value recognised in the income statement. The fair value adjustment is calculated using a discounted cash flow technique based on unadjusted market data.
Bank overdrafts form an integral part of the group’s cash management and are included as a component of net cash and cash equivalents in the consolidated statement of cash flows.
Cash and cash equivalents comprise cash in hand and deposits which are readily convertible to known amounts of cash and which are subject to insignificant risk of changes in value and have an original maturity of three months or less, including money market deposits, commercial paper and investments.
Net borrowings are defined as gross borrowings (short-term borrowings and long-term borrowings plus lease liabilities plus interest rate hedging instruments, cross currency interest rate swaps and foreign currency forwards and swaps used to manage borrowings) less cash and cash equivalents.

276265

Financial statements (continued)
2022
£ million
2021
£ million
2023
£ million
2022
£ million
Bank overdraftsBank overdrafts74 112 Bank overdrafts36 74 
Commercial paperCommercial paper198 — 
Bank and other loansBank and other loans105 160 Bank and other loans121 105 
Credit support obligationsCredit support obligations(19)98 Credit support obligations15 (19)
€ 900 million 0.25% bonds due 2021 769 
$ 300 million 8% bonds due 2022(1)
$ 300 million 8% bonds due 2022(1)
248 — 
$ 300 million 8% bonds due 2022(1)
 248 
$ 1,000 million 2.875% bonds due 2022(1)
 719 
$ 1,350 million 2.625% bonds due 20231,115 — 
$ 1,350 million 2.625% bonds due 2023(2)
$ 1,350 million 2.625% bonds due 2023(2)
 1,115 
€ 600 million 0.125% bonds due 2023€ 600 million 0.125% bonds due 2023513 — 
$ 500 million 3.5% bonds due 2023(2)
$ 500 million 3.5% bonds due 2023(2)
397 — 
€ 500 million 0.5% bonds due 2024€ 500 million 0.5% bonds due 2024427 — 
Fair value adjustment to borrowingsFair value adjustment to borrowings(1)Fair value adjustment to borrowings(6)(1)
Borrowings due within one yearBorrowings due within one year1,522 1,862 Borrowings due within one year1,701 1,522 
$ 300 million 8% bonds due 2022(1)
 215 
$ 1,350 million 2.625% bonds due 2023 970 
€ 600 million 0.125% bonds due 2023€ 600 million 0.125% bonds due 2023516 511 € 600 million 0.125% bonds due 2023 516 
$ 500 million 3.5% bonds due 2023413 360 
$ 500 million 3.5% bonds due 2023(2)
$ 500 million 3.5% bonds due 2023(2)
 413 
€ 500 million 0.5% bonds due 2024€ 500 million 0.5% bonds due 2024 430 
$ 600 million 2.125% bonds due 2024(2)$ 600 million 2.125% bonds due 2024(2)495 431 $ 600 million 2.125% bonds due 2024(2)476 495 
€ 500 million 1.75% bonds due 2024€ 500 million 1.75% bonds due 2024430 426 € 500 million 1.75% bonds due 2024427 430 
€ 500 million 0.5% bonds due 2024430 425 
$ 500 million 5.20% bonds due 2025(2)
$ 500 million 5.20% bonds due 2025(2)
396 — 
$ 750 million 1.375% bonds due 2025(2)$ 750 million 1.375% bonds due 2025(2)618 537 $ 750 million 1.375% bonds due 2025(2)594 618 
€ 600 million 1% bonds due 2025€ 600 million 1% bonds due 2025515 510 € 600 million 1% bonds due 2025511 515 
€ 500 million 3.5% bonds due 2025€ 500 million 3.5% bonds due 2025427 — 
€ 850 million 2.375% bonds due 2026€ 850 million 2.375% bonds due 2026731 723 € 850 million 2.375% bonds due 2026725 731 
£ 500 million 1.75% bonds due 2026498 497 
£ 500 million 1.750% bonds due 2026£ 500 million 1.750% bonds due 2026497 498 
$ 750 million 5.3% bonds due 2027(2)
$ 750 million 5.3% bonds due 2027(2)
593 — 
€ 750 million 1.875% bonds due 2027€ 750 million 1.875% bonds due 2027643 637 € 750 million 1.875% bonds due 2027638 643 
€ 500 million 1.5% bonds due 2027€ 500 million 1.5% bonds due 2027430 426 € 500 million 1.5% bonds due 2027426 430 
€ 700 million 0.125% bonds due 2028€ 700 million 0.125% bonds due 2028600 594 € 700 million 0.125% bonds due 2028595 600 
$ 500 million 3.875% bonds due 2028411 358 
$ 500 million 3.875% bonds due 2028(2)
$ 500 million 3.875% bonds due 2028(2)
395 411 
£ 300 million 2.375% bonds due 2028£ 300 million 2.375% bonds due 2028298 — £ 300 million 2.375% bonds due 2028298 298 
$ 1,000 million 2.375% bonds due 2029819 711 
$ 1,000 million 2.375% bonds due 2029(2)
$ 1,000 million 2.375% bonds due 2029(2)
787 819 
£ 300 million 2.875% bonds due 2029£ 300 million 2.875% bonds due 2029298 298 £ 300 million 2.875% bonds due 2029299 298 
€ 750 million 1.15% bonds due 2029€ 750 million 1.15% bonds due 2029645 — € 750 million 1.15% bonds due 2029640 645 
$ 1,000 million 2% bonds due 2030821 714 
$ 1,000 million 2% bonds due 2030(2)
$ 1,000 million 2% bonds due 2030(2)
789 821 
€ 1,000 million 2.5% bonds due 2032€ 1,000 million 2.5% bonds due 2032856 850 € 1,000 million 2.5% bonds due 2032850 856 
$ 750 million 2.125% bonds due 2032614 534 
$ 750 million 2.125% bonds due 2032(2)
$ 750 million 2.125% bonds due 2032(2)
590 614 
£ 400 million 1.25% bonds due 2033£ 400 million 1.25% bonds due 2033395 395 £ 400 million 1.25% bonds due 2033396 395 
$ 750 million 5.5% bonds due 2033(2)
$ 750 million 5.5% bonds due 2033(2)
590 — 
€ 900 million 1.15% bonds due 2034€ 900 million 1.15% bonds due 2034770 — € 900 million 1.15% bonds due 2034764 770 
$ 400 million 7.45% bonds due 2035(1)
$ 400 million 7.45% bonds due 2035(1)
331 288 
$ 400 million 7.45% bonds due 2035(1)
317 331 
$ 600 million 5.875% bonds due 2036491 427 
$ 600 million 5.875% bonds due 2036(2)
$ 600 million 5.875% bonds due 2036(2)
472 491 
£ 600 million 2.75% bonds due 2038£ 600 million 2.75% bonds due 2038595 — £ 600 million 2.75% bonds due 2038595 595 
$ 500 million 4.25% bonds due 2042(1)
409 356 
$ 500 million 3.875% bonds due 2043407 353 
$ 500 million 4.250% bonds due 2042(1)
$ 500 million 4.250% bonds due 2042(1)
393 409 
$ 500 million 3.875% bonds due 2043(2)
$ 500 million 3.875% bonds due 2043(2)
391 407 
Bank and other loansBank and other loans293 253 Bank and other loans296 293 
Fair value adjustment to borrowingsFair value adjustment to borrowings(274)66 Fair value adjustment to borrowings(366)(274)
Borrowings due after one yearBorrowings due after one year14,498 12,865 Borrowings due after one year14,80114,498
Total borrowings before derivative financial instrumentsTotal borrowings before derivative financial instruments16,020 14,727 Total borrowings before derivative financial instruments16,50216,020
Fair value of cross currency interest rate swapsFair value of cross currency interest rate swaps(367)(154)Fair value of cross currency interest rate swaps(348)(367)
Fair value of foreign currency swaps and forwardsFair value of foreign currency swaps and forwards11 (15)Fair value of foreign currency swaps and forwards1 11 
Fair value of interest rate hedging instrumentsFair value of interest rate hedging instruments283 (63)Fair value of interest rate hedging instruments377 283 
Lease liabilitiesLease liabilities475 363 Lease liabilities448 475 
Gross borrowingsGross borrowings16,422 14,858 Gross borrowings16,98016,422
Less: Cash and cash equivalentsLess: Cash and cash equivalents(2,285)(2,749)Less: Cash and cash equivalents(1,439)(2,285)
Net borrowingsNet borrowings14,137 12,109 Net borrowings15,54114,137
266

Financial statements (continued)
(1)    SEC-registered debt issued on an unsecured basis by Diageo Investment Corporation, a 100% owned finance subsidiary of Diageo plc and fully and unconditionally guaranteed by Diageo plc. No other subsidiary of Diageo plc guarantees the security.
(2)    SEC-registered debt issued on an unsecured basis by Diageo Capital plc, a 100% owned finance subsidiary of Diageo plc and fully and unconditionally guaranteed by Diageo plc. No other subsidiary of Diageo plc guarantees the security.
(i)     The interest rates shown are those contracted on the underlying borrowings before taking into account any interest rate hedges (see note 16).
(ii)     Bonds are stated net of unamortised finance costs of £85£81 million (2021(2022£78 million; 2020 – £86£85 million).
(iii)     Bonds are reported above at amortised cost with a fair value adjustment shown separately.
(iv)     All bonds, medium-term notes and commercial paper issued on an unsecured basis by the group’s 100% owned subsidiaries are fully and unconditionally guaranteed on an unsecured basis by Diageo plc.plc and no other subsidiary of Diageo plc guarantees such securities.
277

Financial statements (continued)

Gross borrowings before derivative financial instruments are expected to mature as follows:
2022
£ million
2021
£ million
2023
£ million
2022
£ million
Within one yearWithin one year1,522 1,862 Within one year1,701 1,522 
Between one and three yearsBetween one and three years2,817 2,623 Between one and three years3,522 2,817 
Between three and five yearsBetween three and five years2,625 2,788 Between three and five years2,874 2,625 
Beyond five yearsBeyond five years9,056 7,454 Beyond five years8,405 9,056 
16,020 14,727 16,502 16,020 

During the year, the following bonds were issued and repaid:
2022
£ million
2021
£ million
2020
£ million
2023
£ million
2022
£ million
2021
£ million
IssuedIssuedIssued
€ denominated€ denominated1,371 636 1,594 € denominated441 1,371 636 
£ denominated£ denominated892 395 298 £ denominated 892 395 
$ denominated$ denominated — 3,296 $ denominated1,788 — — 
RepaidRepaidRepaid
€ denominated€ denominated(769)(696)— € denominated (769)(696)
$ denominated$ denominated(752)(551)(820)$ denominated(1,340)(752)(551)
742 (216)4,368 889742(216)

(a) Reconciliation of movement in net borrowings
2022
£ million
2021
£ million
2023
£ million
2022
£ million
At beginning of the yearAt beginning of the year12,109 13,246 At beginning of the year14,137 12,109 
Net decrease in cash and cash equivalents before exchangeNet decrease in cash and cash equivalents before exchange665 231 Net decrease in cash and cash equivalents before exchange581 665 
Net increase/(decrease) in bonds and other borrowings(1)
825 (967)
Increase/(decrease) in net borrowings from cash flows1,490 (736)
Net increase in bonds and other borrowings(1)
Net increase in bonds and other borrowings(1)
950 825 
Increase in net borrowings from cash flowsIncrease in net borrowings from cash flows1,531 1,490 
Exchange differences on net borrowingsExchange differences on net borrowings334 (598)Exchange differences on net borrowings(159)334 
Other non-cash items(2)
Other non-cash items(2)
204 197 
Other non-cash items(2)
32 204 
Net borrowings at end of the yearNet borrowings at end of the year14,137 12,109 Net borrowings at end of the year15,541 14,137 
(1)    In the year ended 30 June 2022,2023, net increase in bonds and other borrowings excludes £4£2 million cash outflow in respect of derivatives designated in forward point hedges (2021(2022£2£4 million).
(2)    In the year ended 30 June 2023, other non-cash items are principally in respect of fair value changes of cross currency interest rate swaps and interest rate swaps of £(34) million and lease liabilities of £(82) million, partially offset by the £84 million fair value change of borrowings. In the year ended 30 June 2022, other non-cash items are principally in respect of fair value changes of cross currency interest rate swaps and interest rate swaps of £(346) million and lease liabilities of £(183) million, partially offset by the £331 million fair value change of borrowings. In the year ended 30 June 2021, other non-cash items are principally in respect of fair value changes of cross currency interest rate swaps and interest rate swaps of £249 million, partially offset by the £(111) million fair value change of borrowings.

278267

Financial statements (continued)
(b) Analysis of net borrowings by currency
20222021 20232022
Cash and cash
equivalents
£ million
Gross
borrowings
(1)
£ million
Cash and cash
equivalents
£ million
Gross
borrowings
(1)
£ million
Cash and cash
equivalents
£ million
Gross
borrowings
(1)
£ million
Cash and cash
equivalents
£ million
Gross
borrowings
(1)
£ million
US dollarUS dollar1,315 (3,260)1,890 (4,001)US dollar542 (5,751)1,315 (3,260)
Euro(2)Euro(2)61 (2,943)82 (2,841)Euro(2)48 (3,864)61 (2,943)
SterlingSterling67 (9,214)38 (7,279)Sterling46 (6,227)67 (9,214)
Indian rupeeIndian rupee26 (74)26 (109)Indian rupee123 (31)26 (74)
Mexican pesoMexican peso14 (264)(102)Mexican peso25 (286)14 (264)
Hungarian forintHungarian forint3 (261)(214)
Kenyan shillingKenyan shilling53 (254)16 (293)Kenyan shilling28 (253)53 (254)
Hungarian forint2 (214)(241)
Chinese yuanChinese yuan290 (75)255 (20)Chinese yuan199 (63)290 (75)
Nigerian nairaNigerian naira133  60 (1)Nigerian naira83  133 — 
Other(2)
Other(2)
324 (124)370 29 
Other(2)
342 (244)324 (124)
TotalTotal2,285 (16,422)2,749 (14,858)Total1,439 (16,980)2,285 (16,422)

(1)    Includes foreign currency forwards and swaps and leases.
(2)    Includes £23£21 million (Turkish lira and Euro)(Euro) cash and cash equivalents in cash-pooling arrangements (2021(2022£31£23 million (Turkish lira)lira and Euro)).


18. 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 a share buyback programme. Own shares are treated as a deduction from equity until the shares are cancelled, reissued or disposed of 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 Monte Carlo and Black Scholes 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 a movement in equity.
Dividends are includedrecognised in the financial statements in the year in which they are approved.
(a) Allotted and fully paid share capital – ordinary shares of 28101108 pence each
Number of shares
million
Nominal value
£ million
Number of shares
million
Nominal value
£ million
At 30 June 2023At 30 June 20232,460 712 
At 30 June 2022At 30 June 20222,498 723 At 30 June 20222,498 723 
At 30 June 2021At 30 June 20212,559 741 At 30 June 20212,559 741 
At 30 June 20202,562 742 


279268

Financial statements (continued)
(b) Hedging and exchange reserve
 Hedging
reserve
£ million
Exchange
reserve
£ million
Total
£ million
At 30 June 2019(37)(781)(818)
Other comprehensive income/(loss)125 (241)(116)
Transfers from other retained earnings— 
At 30 June 202093 (1,022)(929)
Other comprehensive income/(loss)20 (672)(652)
At 30 June 2021113 (1,694)(1,581)
Other comprehensive (loss)/income(87)622 535 
At 30 June 202226 (1,072)(1,046)
 Hedging
reserve
£ million
Exchange
reserve
£ million
Total
£ million
At 30 June 202093 (1,022)(929)
Other comprehensive income/(loss)20 (672)(652)
At 30 June 2021113 (1,694)(1,581)
Other comprehensive (loss)/income(87)622 535 
At 30 June 202226 (1,072)(1,046)
Other comprehensive income/(loss)216 (540)(324)
At 30 June 2023242 (1,612)(1,370)

Currency basis spreads included in the hedging reserve represent the cost of hedging arising as a result of imperfections of foreign exchange markets. Exclusion of currency basis spreads would result in a £22£20 million (2021credit (2022 – £22 million 2020credit, 2021£30 million) credit£22 million credit) to the hedging reserve.

(c) Own shares
Movements in own shares
Number
of shares
million
Purchase
consideration
£ million
Number
of shares
million
Purchase
consideration
£ million
At 30 June 2019232 2,026 
Share trust arrangements(1)(7)
Shares used to satisfy options(4)(83)
Shares purchased - share buyback programme39 1,282 
Shares cancelled(39)(1,282)
At 30 June 2020At 30 June 2020227 1,936 At 30 June 2020227 1,936 
Share trust arrangementsShare trust arrangements(1)(11)Share trust arrangements(1)(11)
Shares used to satisfy optionsShares used to satisfy options(3)(48)Shares used to satisfy options(3)(48)
Shares purchased - share buyback programmeShares purchased - share buyback programme109 Shares purchased - share buyback programme109 
Shares cancelledShares cancelled(3)(109)Shares cancelled(3)(109)
At 30 June 2021At 30 June 2021223 1,877 At 30 June 2021223 1,877 
Share trust arrangementsShare trust arrangements(2)(23)Share trust arrangements(2)(23)
Shares used to satisfy optionsShares used to satisfy options(2)(16)Shares used to satisfy options(2)(16)
Shares purchased - share buyback programmeShares purchased - share buyback programme61 2,284 Shares purchased - share buyback programme61 2,284 
Shares cancelledShares cancelled(61)(2,284)Shares cancelled(61)(2,284)
At 30 June 2022At 30 June 2022219 1,838 At 30 June 2022219 1,838 
Share trust arrangementsShare trust arrangements(1)(12)
Shares used to satisfy optionsShares used to satisfy options(2)(12)
Shares purchased - share buyback programmeShares purchased - share buyback programme38 1,381 
Shares cancelledShares cancelled(38)(1,381)
At 30 June 2023At 30 June 2023216 1,814 

Share trust arrangements
At 30 June 2022,2023, the employee share trusts owned 23 million of ordinary shares in Diageo plc (the company) at a cost of £25£52 million and market value of £101 million (2022 – 2 million shares at a cost of £25 million, market value £63 million (2021million; 2021 – 2 million shares at a cost of £47 million, market value £74 million; 2020 – 2 million shares at a cost of £51 million, market value £57 million). Dividends receivable by the employee share trusts on the shares are waived and the trustee abstains from voting.

Purchase of own shares
Authorisation was given by shareholders on 30 September 20216 October 2022 to purchase a maximum of 233,611,282227,870,414 ordinary shares at a minimum price of 28101/108 pence and a maximum price of the higher of (a) 105% of the average market value of the middle market quotations for ancompany's ordinary shareshares for the five preceding business days prior to the day the purchase is made and (b) the higher of the price of the last independent trade and the highest current independent bid on the London Stock Exchange at the timetrading venue where the purchase is carried out. The programme expires at the conclusion of the next Annual General Meeting or on 29 December 20225 January 2024 , if earlier.earlier.
DuringDiageo completed a total of £1.4 billion return of capital for the year ended 30 June 2022, Diageo sold call options on own shares for a consideration2023, which included £0.9 billion related to the successful completion of £13 million due to no longer being required for employeeDiageo’s previous share plan hedging.
Diageo’s current returnbuyback programme in which £4.5 billion of capital programme, initially approved by the Board on 25 July 2019, seeks to return up to £4.5 billionwas returned to shareholders finalised in February 2023, and is expected to be completed by 30 June 2023. Under the first two phasesreturned an additional £0.5 billion of the programme, which ended on 31 January 2020 and 11 February 2022 respectively, the company returned capital to shareholders viawhich was announced as a new share buyback at a cost, excludingprogramme on 16 February 2023 and completed on 2 June 2023.
280269

Financial statements (continued)
transaction costs, of £2.25 billion. On 21 February 2022, the company announced the third phase of the programme with a value of up to £1.7 billion returned to shareholders, via share buybacks, to be completed no later than 5 October 2022. At 30 June 2022, £1.4 billion had been completed as part of the third phase. The remaining £0.9 billion of the programme is expected to be completed by 30 June 2023.
During the year ended 30 June 2022,2023, the group purchased 6138 million ordinary shares (2021(20223.261 million; 20202021393 million), representing approximately 2.4%1.5% of the issued ordinary share capital (2021(20220.1%2.4%; 202020211.5%0.1%) at an average price of 3616 pence per share, and an aggregate cost of £1,381 million (including £13 million of transaction costs) (2022 – 3709 pence per share, and an aggregate cost of £2,284 million, (includingincluding £16 million of transaction costs) (2021costs; 2021 – 3407 pence per share, and an aggregate cost of £109 million, including £1 million of transaction costs; 2020 – 3243 pence per share, and an aggregate cost of £1,282 million, including £7 million of transaction costs) under the share buyback programme. The shares purchased under the share buyback programmes were cancelled.
A financial liability of £117 million was established at 30 June 2022, representing the 3.3 million shares that were expected to be purchased by 28 July 2022.
The monthly breakdown of all shares purchased and the average price paid per share (excluding expenses) for the year ended 30 June 20222023 were as follows:

PeriodNumber of shares
purchased under
share buyback
programme
Total number of
shares purchased
Average price paid penceAuthorised purchases unutilised at month end
July 20211,728,254 1,728,254 3457 227,758,747 
August 20212,396,223 2,396,223 3538 225,362,524 
September 20213,175,936 3,175,936 3493 222,186,588 
October 2021(1)
1,565,980 1,565,980 3550 232,045,302 
November 20211,375,946 1,375,946 3785 230,669,356 
December 20214,423,031 4,423,031 3960 226,246,325 
January 20225,822,743 5,822,743 3797 220,423,582 
February 20225,865,710 5,865,710 3714 214,557,872 
March 20228,480,736 8,480,736 3588 206,077,136 
April 20227,260,564 7,260,564 3935 198,816,572 
May 202212,627,704 12,627,704 3724 186,188,868 
June 20226,771,405 6,771,405 3584 179,417,463 
Total61,494,232 61,494,232 3708 179,417,463 
PeriodNumber of shares
purchased under
share buyback
programme
Total number of
shares purchased
Average price paid penceAuthorised purchases unutilised at month end
July 20221,660,507 1,660,507 3567 177,756,956 
August 20221,646,883 1,646,883 3820 176,110,073 
September 20222,273,226 2,273,226 3744 173,836,847 
1-6 October 2022131,864 131,864 3702 173,704,983 
7-31 October 2022 (1)
— — — 227,870,414 
November 20224,497,414 4,497,414 3679 223,373,000 
December 20224,571,923 4,571,923 3710 218,801,077 
January 20237,989,915 7,989,915 3558 210,811,162 
February 20231,718,877 1,718,877 3577 209,092,285 
March 20234,353,777 4,353,777 3541 204,738,508 
April 20232,883,950 2,883,950 3672 201,854,558 
May 20235,196,558 5,196,558 3534 196,658,000 
June 2023410,562 410,562 3348 196,247,438 
Total37,335,456 37,335,456 3617 196,247,438 
(1) New maximum number of purchasable shares was authorised by shareholders at the AGM held on 30 September 20216 October 2022.




(d) Dividends
202220212020
 £ million£ million£ million
Amounts recognised as distributions to equity shareholders in the year
Final dividend for the year ended 30 June 2021
44.59 pence per share (2020 – 42.47 pence; 2019 – 42.47 pence)1,040 992 1,006 
Interim dividend for the year ended 30 June 2022
29.36 pence per share (2021 – 27.96 pence; 2020 – 27.41 pence)680 654 640 
1,720 1,646 1,646 
202320222021
 £ million£ million£ million
Amounts recognised as distributions to equity shareholders in the year
Final dividend for the year ended 30 June 2022
46.82 pence per share (2021 – 44.59 pence; 2020 – 42.47 pence)1,066 1,040 992 
Interim dividend for the year ended 30 June 2023
30.83 pence per share (2022 – 29.36 pence; 2021 – 27.96 pence)696 680 654 
1,762 1,720 1,646 

The proposed final dividenddividend of £1,067£1,113 million (46.82 (49.17 pence per share) for the year ended 30 June 20222023 was approved by a duly authorised committee of the Board of Directors on 2731 July 2022. 2023. As this was after the balance sheet date and the dividend is subject to approval by shareholders at the Annual General Meeting, this dividend has not been included as a liability in these consolidated financial statements. There are no corporate 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.
281270

Financial statements (continued)
(e) Non-controlling interests
Diageo consolidates USL, a company incorporated in India, with a 42.73%42.79% non-controlling interest, Sichuan Shuijingfang Company Limited, a company incorporated in China, with a 36.83% non-controlling interest and has a 50% controlling interest in Ketel One Worldwide B.V. (Ketel One), a company incorporated in the Netherlands. All other consolidated subsidiaries are fully owned or the non-controlling interests, including Ketel One, are not material.
Summarised financial information for USL and other subsidiaries, after fair value adjustments on acquisition, and the amounts attributable to non-controlling interests are as follows:
202220212020 202320222021
USL
£ million
Others
£ million
Total
£ million
USL
£ million
Others
£ million
Total
£ million
Income statementIncome statementIncome statement
SalesSales3,194 2,603 5,797 5,140 4,688 Sales2,713 2,628 5,341 5,797 5,140 
Net salesNet sales1,013 2,042 3,055 2,553 2,314 Net sales1,087 2,051 3,138 3,055 2,553 
(Loss)/profit for the year(1)(Loss)/profit for the year(1)(127)354 227 298 85 (Loss)/profit for the year(1)(215)289 74 227 298 
Other comprehensive income/(loss)(1)
134 199 333 (434)(96)
Total comprehensive income/(loss)7 553 560 (136)(11)
Other comprehensive (loss)/income(2)
Other comprehensive (loss)/income(2)
(133)(154)(287)333 (434)
Total comprehensive (loss)/incomeTotal comprehensive (loss)/income(348)135 (213)560 (136)
Attributable to non-controlling interestsAttributable to non-controlling interests3 256 259 (35)Attributable to non-controlling interests(149)33 (116)259 (35)
Balance sheetBalance sheetBalance sheet
Non-current assets(2)(3)
Non-current assets(2)(3)
1,668 3,349 5,017 4,669 5,170 
Non-current assets(2)(3)
1,074 3,175 4,249 5,017 4,669 
Current assetsCurrent assets727 1,275 2,002 1,492 1,280 Current assets790 1,049 1,839 2,002 1,492 
Non-current liabilitiesNon-current liabilities(275)(1,224)(1,499)(1,356)(1,459)Non-current liabilities(151)(1,164)(1,315)(1,499)(1,356)
Current liabilitiesCurrent liabilities(441)(1,205)(1,646)(1,335)(1,188)Current liabilities(384)(1,035)(1,419)(1,646)(1,335)
Net assetsNet assets1,679 2,195 3,874 3,470 3,803 Net assets1,329 2,025 3,354 3,874 3,470 
Attributable to non-controlling interestsAttributable to non-controlling interests717 999 1,716 1,534 1,668 Attributable to non-controlling interests568 902 1,470 1,716 1,534 
Cash flowCash flowCash flow
Net cash inflow from operating activitiesNet cash inflow from operating activities149 541 690 661 233 Net cash inflow from operating activities120 383 503 690 661 
Net cash outflow from investing activities(74)(215)(289)(137)(152)
Net cash inflow/(outflow) from investing activitiesNet cash inflow/(outflow) from investing activities34 (231)(197)(289)(137)
Net cash outflow from financing activitiesNet cash outflow from financing activities(72)(250)(322)(371)(209)Net cash outflow from financing activities(48)(93)(141)(322)(371)
Net increase/(decrease) in cash and cash equivalents3 76 79 153 (128)
Net increase in cash and cash equivalentsNet increase in cash and cash equivalents106 59 165 79 153 
Exchange differencesExchange differences 52 52 (19)(3)Exchange differences(7)(77)(84)52 (19)
Dividends payable to non-controlling interestsDividends payable to non-controlling interests (72)(72)(72)(117)Dividends payable to non-controlling interests (97)(97)(72)(72)
(1)    (Loss)/profit for the year includes exceptional operating expenses attributable to non-controlling interests.
(2)    Other comprehensive (loss)/income is principally in respect of exchange on translating the subsidiaries to sterling.
(2)(3)    Non-current assets include the global distribution rights to distribute Ketel One vodka products throughout the world. The carrying value of the distribution rights at 30 June 20222023 was £1,428 million (2022 – £1,488 million (2021million; 2021 – £1,295 million; 2020 – £1,464 million).

(i)     On 31 December 2022, United Spirits Limited (USL) completed the merger with its subsidiary, Pioneer Distilleries Limited (PDL) 75% owned by USL. Under the terms, PDL's minority shareholders received additional shares in USL in exchange for their 25% interest in PDL and non-controlling interest increased from 42.73% to 42.79%.

(ii)     On 24 March 2023, Diageo completed the purchase of an additional 14.97% of the share capital of EABL. This increased Diageo’s controlling shareholding position in EABL from 50.03% to 65.00%
.

282271

Financial statements (continued)
(f) Employee share compensation
The group uses a number of share award and option plans to grant to its directors and employees.
The annual fair value charge in respect of the equity settled plans for the three years ended 30 June 20222023 is as follows:
2022 £ million2021 £ million2020 £ million 2023 £ million2022 £ million2021 £ million
Executive share award plansExecutive share award plans51 41 (3)Executive share award plans41 51 41 
Executive share option plansExecutive share option plans4 Executive share option plans4 
Savings plansSavings plans4 Savings plans4 
59 49 49 59 49 

Executive share awards have been made primarily under the Diageo 2014 Long Term Incentive Plan (DLTIP) from September 2014 onwards and delivered in conditional awards in the form of performance shares, performance share options, time-vesting restricted stock units (RSUs) and/or time-vesting share options (or cash-based equivalents in certain locations for regulatory reasons). Share options are granted at the market value at the time of grant. Prior to the introduction of the DLTIP, employees in associated companies were granted awards under the Diageo plc 2011 Associated Companies Share IncentivePlan (DACSIP). In the case of Executive Directors, conditional awards of time-vesting RSUs or forfeitable shares may be awarded under the 2020 Deferred Bonus Share Plan (DBSP), with vesting not subject to any performance conditions and not subject to a post-vesting retention period. The DBSP was approved by shareholdersDLTIP plan rules will be presented for renewal at the AGM in September 2020. 2023 and any future awards made post approval will be made under the new plan rules.
Share awards normally vest and are released on the third anniversary of the grant date. Participants do not make a payment to receive the award at grant. Executive Directors are required to hold any vested shares awarded under DLTIP for a further two-year post-vesting holding 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 company’s ADRs (one ADR is equivalent to four ordinary shares).
Performance shares under the DLTIP (for awards in 2020 and thereafter) are subject to the achievement of three performance measures: 1) compound annual growth in profit before exceptional items over three years; 2) compound annual growth in organic net sales over three years; 3) environmental, social and governance (ESG) priorities, weighted 40%, 40% and 20% of the maximum respectively, as set out in the Directors’ remuneration report. Performance share options under the DLTIP are subject to the achievement of two equally weighted performance measures: 1) a comparison of Diageo’s three-year TSR with a peer group; 2) cumulative free cash flow over a three-year period, measured at constant exchange rates. Performance measures and targets are set annually by the Remuneration Committee. The vesting range is 20% for Executive Directors and 25% for other participants for achieving minimum performance targets, up to 100% for achieving the maximum target level. Retesting of the performance measures is not permitted.
For performance shares under the DLTIP, 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 are normally paid out in the form of shares.

Savings plans are provided in the form of a savings-related share option plan. For UK employees, awards were made under the Diageo 2010 Sharesave plan (for options granted up until 2020) and the Diageo 2020 Sharesave plan (for options granted from 2021).
For Republic of Ireland (ROI) based employees, awards were made under the Diageo 2009 Irish Sharesave Scheme (for options granted up until 2019) and the Diageo 2019 Irish Sharesave Scheme (for options granted in 2020). These are HMRC and Irish Revenue approved all-employee savings plans.
For ROI employees, any grants from 2021 and 2022 were made under the Diageo 2020 Sharesave plan which is not an approved plan in the Republic of Ireland. These plans are made available to UK and ROI employees who are employed on the annual results announcement date. Participants can save monthly, with deductions taken directly from net pay, for a period of 3 or 5 years.In return, employees are granted the option to buy Diageo shares using the savings accrued at the end of the relevant savings period and at a 20% discounted option price, which is set at the time of grant. Provided participants fulfil the terms set out within the relevant UK or ROI tax approved scheme rules, any gains from the option exercise are free from UK or ROI income tax. For the ROI Sharesave awards granted fromin 2021 and 2022, as these are not made under a Revenue tax approved plan, the gains from the option exercise are subject to ROI income tax.
For US employees, the awards are made under the Diageo plc 2017 United States Employee Stock Purchase Plan. Employees agree to make regular monthly savings for a period of one year and acquire American Depositary Receipts (ADRs) at 15% discounted price (which is set at the time of grant) using their contributions at the end of the plan cycle. They receive the benefit of tax-relieftax relief if certain conditions are satisfied.satisfied.
283272

Financial statements (continued)
For the three years ended 30 June 2022,2023, the calculation of the fair value of each share award used the Monte Carlo and Black Scholes pricing model and the following assumptions:
202220212020 202320222021
Risk free interest rateRisk free interest rate0.4 %(0.1 %)0.4 %Risk free interest rate3.1 %0.4 %(0.1 %)
Expected life of the awardsExpected life of the awards40 months36 months37 monthsExpected life of the awards35 months40 months36 months
Dividend yieldDividend yield2.1 %2.7 %1.9 %Dividend yield2.0 %2.1 %2.7 %
Weighted average share priceWeighted average share price3545 p2557 p3501 pWeighted average share price3758 p3545 p2557 p
Weighted average fair value of awards granted in the yearWeighted average fair value of awards granted in the year2729 p2107 p899 pWeighted average fair value of awards granted in the year1992 p2729 p2107 p
Number of awards granted in the yearNumber of awards granted in the year2.1 million2.1 million1.7 millionNumber of awards granted in the year1.7 million2.1 million
Fair value of all awards granted in the yearFair value of all awards granted in the year£57 million£45 million£16 millionFair value of all awards granted in the year£34 million£57 million£45 million
284

Financial statements (continued)

Transactions on schemes
Transactions on the executive share award plans for the three years ended 30 June 20222023 were as follows:
 2022 Number of awards million2021 Number of awards million2020 Number of awards million
Balance outstanding at 1 July5.3 5.6 7.0 
Granted2.1 2.1 1.8 
Awarded(1.1)(1.2)(2.5)
Forfeited(1.1)(1.2)(0.7)
Balance outstanding at 30 June5.2 5.3 5.6 

 2023
million
2022
million
2021
million
Number of awards outstanding at 1 July5.2 5.3 5.6 
Granted1.7 2.1 2.1 
Awarded(1.1)(1.1)(1.2)
Forfeited(0.9)(1.1)(1.2)
Number of awards outstanding at 30 June4.9 5.2 5.3 
The exercise price of share options outstanding at 30 June 20222023 was in the range of 1709 pence - 3864 pence (2022 – 1704 pence-4024 pence (2021- 4024 pence; 2021 – 1232 pence-3483 pence; 2020 – 1080 pence-3483 pence.)pence - 3483 pence).
At 30 June 2022, 2.22023, 2.5 million share options were exercisable at a weighted average exercise price of 23942443 pence. Weighted average remaining contractual life of share options was five years at 30 June 2022.

2023.
285273

Financial statements (continued)
Other financial statements disclosures

Introduction
This section includes additional financial information that are either required by the relevant accounting standards or management considers these to be material information for shareholders.

19. Contingent liabilities and legal proceedings

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 a liability exists and a reliable estimate can be made of the likely outcome. Where it is possible that a settlement may be reached or it is not possible to make a reliable estimate of the estimated financial effect, appropriate disclosure is made but no provision created.

Critical accounting judgements and estimates

Judgement is necessary in assessing the likelihood that a claim will succeed, or a liability will arise, and an estimate to quantify the possible range of any settlement. Due to the inherent uncertainty in this evaluation process, actual losses may be different from the liability originally estimated. The group may be involved in legal proceedings in respect of which it is not possible to make a reliable estimate of any expected settlement. In such cases, appropriate disclosure is provided but no provision is made and no contingent liability is quantified.

(a) Guarantees and related matters
As of 30 June 2022,2023, the group has no material unprovided guarantees or indemnities in respect of liabilities of third parties.

(b) Acquisition of USL shares from UBHL and related proceedings in relation to the USL transaction
On 4 July 2013, Diageo completed its acquisition, under a share purchase agreement with United Breweries (Holdings) Limited (UBHL) and various other sellers (the SPA), of shares representing 14.98% in USL, including shares representing 6.98% from UBHL. The SPA was signed on 9 November 2012 as part of the transaction announced by Diageo in relation to USL on that day (the Original USL Transaction). Following a series of further transactions, as of 30 June 2022,2023, Diageo has a 55.94%55.88% investment in USL (excluding 2.38% owned by the USL Benefit Trust).
Prior to the acquisition from UBHL on 4 July 2013, the High Court of Karnataka (High Court) had granted leave to UBHL under the Indian Companies Act 1956 (the Leave Order) to enable the sale by UBHL to Diageo to take place (the UBHL Share Sale) notwithstanding the continued existence of certain winding-up petitions that were pending against UBHL on the date of the SPA. At the time of the completion of the UBHL Share Sale, the Leave Order remained subject to review on appeal. However, as stated by Diageo at the time of closing, it was considered unlikely that any appeal process in respect of the Leave Order would definitively conclude on a timely basis and, accordingly, Diageo waived the conditionality under the SPA relating to the absence of insolvency proceedings in relation to UBHL and acquired the 6.98% stake in USL from UBHL at that time.
Following appeal and counter-appeal in respect of the Leave Order, this matter is now beforethe Supreme Court of India which has issued an order that the status quo be maintained with regard to the UBHL Share Sale pending a hearing on the matter before it. Following a number of adjournments, the next date for a substantive hearing is yet to be fixed.

In separate proceedings, the High Court passed a winding-up order against UBHL on 7 February 2017, and appeals filed by UBHL against that order have since been dismissed, initially by a division bench of the High Court and subsequently by the Supreme Court of India.

Diageo continues to believe that the acquisition price of INR 1,440 per share paid to UBHL for the USL shares is fair and reasonable as regards UBHL, UBHL’s shareholders and UBHL’s secured and unsecured creditors. However, adverse results for Diageo in the proceedings referred to above could, absent leave or relief in other proceedings, ultimately result in Diageo losing title to the 6.98% stake in USL acquired from UBHL. Diageo believes, including by reason of its rights under USL’s articles of association to nominate USL’s CEO and CFO and the right to appoint, through USL, a majority of the directors on the boards of USL’s subsidiaries as well as its ability as promoter to nominate for appointment up to two-thirds of USL’s directors for so long as the chairperson of USL is an independent director, that it would remain in control of USL and would continue to be able to consolidate USL as a subsidiary for accounting purposes regardless of the outcome of this litigation.

There can be no certainty as to the outcome of the existing or any further related legal proceedings or the time frame within which they would be concluded.

286274

Financial statements (continued)
(c) Continuing matters relating to Dr Vijay Mallya and affiliates
On 25 February 2016, Diageo and USL each announced that they had entered into arrangements with Dr Mallya under which he had agreed to resign from his position as a director and as chairman of USL and from his positions in USL’s subsidiaries.

Diageo’s agreement with Dr Mallya (the February 2016 Agreement) provided for a payment of $75$75 million (£62 (£60 million) to Dr Mallya over a five-year period of whichwhich $40 million (£3332 million) was paid on signing of the February 2016 Agreement with the balance being payable in equal instalments of $7 million (£million)million) a year over five years (2017-2021). All payments were subject to and conditional on Dr Mallya’s compliance with the agreement. The February 2016 Agreement also provided for the release of Dr Mallya’s personal obligations to indemnify Diageo Holdings Netherlands B.V. (DHN) in respect of its earlier liability ($($141 million (£117 million) (£112 million)) under a backstop guarantee of certain borrowings of Watson Limited (Watson) (a company affiliated with Dr Mallya).

On account of various breaches and other provisions of agreements between Dr Mallya and persons connected with him and Diageo and/or USL, Diageo did not make the 5 five instalment payments due during the five-yearfive-year period between 2017 and 2021. In addition, Diageo has also demanded that Dr Mallya repay the $40$40 million (£33 million) (£32 million) paid by Diageo in February 2016 and sought compensation for various losses incurred by the relevant members of the Diageo group.

On 16 November 2017, Diageo and other relevant members of the Diageo group commenced claims in the High Court of Justice in England and Wales (the English High Court) against Dr Mallya in relation to these matters. At the same time DHN also commenced claims in the English High Court against Dr Mallya, his son Sidhartha Mallya, Watson and Continental Administration Services Limited (CASL) (a company affiliated with Dr Mallya and understood to hold assets on trust for him and certain persons affiliated with him) for in excess of $142$142 million (£117 million) (£113 million) (plus interest) in relation to Watson’s liability to DHN in respect of its borrowings referred to above and the breach of associated security documents.Dr Mallya, Sidhartha Mallya and the relevant affiliated companies filed a defence to these claims, and Dr Mallya also filed a counterclaim for payment of the 2 two instalment payments that had by that time been withheld as described above.

Diageo continues to prosecute its claims and to defend the counterclaim. As part of these proceedings, Diageo and the other relevant members of its group filed an application for strike out and/or summary judgement in respect of certain aspects of the defence filed by Dr Mallya and the other defendants, including their defence in relation to Watson and CASL’s liability to repay DHN. The application was successful resulting in Watson being ordered to pay approximately $135$135 million112107 million) plus various amounts in respect of interest to DHN, with CASL being held liable as co-surety for 50% of any such amount unpaid by Watson. These amounts were, contrary to the relevant orders, not paid by the relevant deadlines and Watson and CASL’s remaining defences in the proceedings were struck out. Diageo and DHN have accordingly sought asset disclosure and are considering further enforcement steps against Watson and CASL, both in the United Kingdom and in other jurisdictions where they are present or hold assets.

A trial of the remaining elements of these claims was due to commence on 21 November 2022.However, on 26 July 2021 Dr Mallya was declared bankrupt by the English High Court pursuant to a bankruptcy petition presented by a consortium of Indian banks. Diageo and the relevant members of its group have informed the Trustee in Bankruptcy of their position as creditors in the bankruptcy and have engaged with the Trustee regarding their claims and the status of the current proceedings. An appeal by Dr Mallya has applied for permission toagainst his bankruptcy (and an appeal by the bank consortium against orders made in the course of the bankruptcy order and a prior order of the English High Court related to the bankruptcy. The consortium of Indian banks has also applied for permission to appeal a prior order of the English High Court related to the bankruptcy. The bankruptcy proceedingsproceedings) are ongoing.pending. In light of the uncertainty posed by the ongoing bankruptcy proceedings, the trial of Diageo’s claim was initially relisted to take place in February 2024. However, Dr Mallya’s appeal against his bankruptcy and the banks’ cross appeal will not now be heard until April 2024, and thus the trial of Diageo’s claim has been vacated to allow time for discussions between the parties regarding the future status and management of the proceedings in light of the bankruptcy and pending appeal to take place.deferred from February 2024 until after those appeals have been determined.

At this stage, it is not possible to assess the extent to which the various ongoing proceedings related to thesethe bankruptcy matters will affect the remaining elements of the claims by Diageo and the relevant members of its group.

Upon completion of an initial inquiry in April 2015 into past improper transactions which identified references to certain additional parties and matters, USL carried out an additional inquiry into these transactions (Additional Inquiry) which was completed in July 2016. The Additional Inquiry, prima facie, identified transactions indicating actual and potential diversion of funds from USL and its Indian and overseas subsidiaries to, in most cases, entities that appeared to be affiliated or associated with Dr Mallya. All amounts identified in the Additional Inquiry have been provided for or expensed in the financial statements of USL or its subsidiaries in the respective prior periods. USL has filed recovery suits against relevant parities identified pursuant to the Additional Inquiry.

Further, at this stage, it is not possible for the management of USL to estimate the financial impact on USL, if any, arising out of potential non-compliance with applicable laws in relation to such fund diversions.
287275

Financial statements (continued)
(d) Other matters in relation to USL

In respect of the Watson backstop guarantee arrangements, the Securities and Exchange Board of India (SEBI) issued a notice to Diageo on 16 June 2016 that if there is any net liability incurred by Diageo (after any recovery under relevant security or other arrangements, which matters remain pending) on account of the Watson backstop guarantee, such liability, if any, would be considered to be part of the price paid for the acquisition of USL shares under the SPA which formed part of the Original USL Transaction and that, in that case, additional equivalent payments would be required to be made to those shareholders (representing 0.04% of the shares in USL) who tendered in the open offer made as part of the Original USL Transaction. Diageo believes that the Watson backstop guarantee arrangements were not part of the price paid or agreed to be paid for any USL shares under the Original USL Transaction and that therefore that SEBI's decision was not consistent with applicable law, and Diageo appealed against it before the Securities Appellate Tribunal, Mumbai (SAT). On 1 November 2017, SAT issued an order in respect of Diageo’s appeal in which, amongst other things, it observed that the relevant officer at SEBI had neither considered Diageo’s earlier reply nor provided Diageo with an opportunity to be heard, and accordingly directed SEBI to pass a fresh order after giving Diageo an opportunity to be heard. Following SAT’s order, Diageo made its further submissions in the matter, including at a personal hearing before a Deputy General Manager of SEBI. On 26 June 2019, SEBI issued an order reiterating the directions contained in its previous notice dated 16 June 2016. AsAs with the previous SEBI notice, Diageo believes that SEBI's latest order is not consistent with applicable law. Diageo appealed against this order before SAT and, after a hearing in March 2023, SAT allowed Diageo’s appeal on 26 July 2023. Accordingly, SEBI’s order dated 26 June 2019 stands quashed. Under applicable law, and has filed anotherSEBI is entitled to file an appeal against SAT’s order before the SAT againstSupreme Court of India. Therefore, pending any appeal which may be filed by SEBI, there can be no certainty as to its outcome or the order. Diageo's appeal is currently pending. Diageo is unable to assess if the notices or enquiries referred to above will result in enforcement action or, if this were to transpire, to quantify meaningfully the possible range of loss, if any, totimeframe within which any such action might give rise to if determined against Diageo or USL.appeal would be concluded.

(e) USL’s dispute with IDBI Bank Limited
Prior to the acquisition by Diageo of a controlling interest in USL, USL had prepaid a term loan of INR 6,280 million (£66 million)60 million) taken through IDBI Bank Limited (IDBI), an Indian bank, which was secured on certain fixed assets and brands of USL, as well as by a pledge of certain shares in USL held by the USL Benefit Trust (of which USL is the sole beneficiary). The maturity date of the loan was 31 March 2015. IDBI disputed the prepayment, following which USL filed a writ petition in November 2013 before the High Court of Karnataka (the High Court) challenging the bank’s actions.

Following the original maturity date of the loan, USL received notices from IDBI seeking to recall the loan, demanding a further sum of INR 459 million (£54 million) on account of the outstanding principal, accrued interest and other amounts, and also threatening to enforce the security in the event that USL did not make these further payments. Pursuant to an application filed by USL before the High Court in the writ proceedings, the High Court directed that, subject to USL depositing such further amount with the bank (which amount was duly deposited by USL), the bank should hold the amount in a suspense account and not deal with any of the secured assets including the shares until disposal of the original writ petition filed by USL before the High Court.

On 27 June 2019, a single judge bench of the High Court issued an order dismissing the writ petition filed by USL, amongst other things, on the basis that the matter involved an issue of breach of contract by USL and was therefore not maintainable in exercise of the court’s writ jurisdiction. USL has since filed an appeal against this order before a division bench of the High Court, which on 30 July 2019 has issued an interim order directing the bank to not deal with any of the secured assets until the next date of hearing. On 13 January 2020, the division bench of the High Court admitted the writ appeal and extended the interim stay. This appeal is currently pending. Based on the assessment of USL’s management supported by external legal opinions, USL continues to believe that it has a strong case on the merits and therefore continues to believe that the secured assets will be released to USL and the aforesaid amount of INR 459 million (£5 million)(£4 million) remains recoverable from IDBI.

(f) Tax
The international tax environment has seen increased scrutiny and rapid change over recent years bringing with it greater uncertainty for multinationals. Against this backdrop, Diageo has been monitoring developments and continues to engage transparently with the tax authorities in the countries where Diageo operates to ensure that the group manages its arrangements on a sustainable basis.

The group operates in a large number of markets with complex tax and legislative regimes that are open to subjective interpretation. interpretation, and for which tax audits can take several years to resolve. In the context of these operations, it is possible that tax exposures which have not yet materialised (including those which could arise as a result of tax assessments) may result in losses to the group. In the circumstances where tax authorities have raised assessments, challenging interpretations which may lead to a possible material outflow, these have been included as contingent liabilities. Where the potential tax exposures are known to us and have not been assessed, the group considers disclosure of such matters taking into account their size and nature, relevant regulatory requirements and potential prejudice of the future resolution or assessment thereof.

Diageo has a large number of ongoing tax cases in Brazil and India. Since assessing an accurate value of contingent liabilities in these markets requires a high degree of judgement, contingent liabilities are disclosed on the basis of the current known possible exposure from tax assessment values. While not all of these cases are individually significant, the current aggregate known possible exposure from tax assessment values is up to approximately £545£616 million for Brazil and up to approximately £131£90 million for India. The group believes that the likelihood that the tax authorities will ultimately prevail is lower than probable but higher than remote. Due to the
288276

Financial statements (continued)
fiscal environment in Brazil and in India, the possibility of further tax assessments related to the same matters cannot be ruled out and the judicial processes may take extended periods to conclude. Based on its current assessment, Diageo believes that no provision is required in respect of these issues.

Payments were made under protest in India in respect of the periods 1 April 2006 to 31 March 2019 in relation to tax assessments where the risk is considered to be remote or possible. These payments have to be made in order to be able to challenge the assessments and as such have been recognised as a receivable in the group's balance sheet. The total amount of payments under protest recognised as a receivable as at 30 June 20222023 is £120£116 million (corporate tax payments of £108£104 million and indirect tax payments of £12 million).

In the United States, a lawsuit was filed on 15 April 2019 by the National Association of Manufacturers (NAM) against the United States Department of the Treasury (US Treasury) and the United States Customs and Border Protection (CBP) on behalf of its affected industry members, including Diageo, to invalidate regulations published in February 2019 and to ensure that substitution drawback is permitted in accordance with 19 USC § 1313(j)(2) as amended by the Trade Facilitation and Trade Enforcement Act of 2015, which was enacted on 24 February 2016 (TFTEA). Substitution drawback permits the refund, including of excise taxes, paid on imported merchandise when sufficiently similar substitute merchandise is exported. The United States Congress passed the TFTEA to, among other things, clarify and broaden the standard for what constitutes substitute merchandise. This change should entitle Diageo to obtain substitution drawback in respect of certain eligible product categories. Despite this change in the law, the US Treasury and CBP issued final regulations in 2019 declaring that substitution drawback is not available for imports when substituted with an export on which no tax was paid. The Court of International Trade issued a judgment in favour of NAM on 18 February 2020, denying the request by the US Treasury and CBP for a stay of payment on 15 May 2020, and on 26 May 2020, ordered the immediate processing of claims. The US Treasury and CBP filed an appeal with the US Court of Appeals for the Federal Circuit in 2021. During the year ended 30 June 2022, the US Court of Appeals dismissed the appeal, confirming the decision of the Court of International Trade. The deadline for the US Treasury and CBP to seek a review at the US Supreme Court level has passed and, as a result, this matter has been resolved.

(g) Information requestOther disputes
On 31 May 2023, a complaint against Diageo North America, Inc (DNA) was filed in the Supreme Court of New York by Combs Wine and Spirits LLC (an entity associated with Mr Sean Combs) alleging, inter alia, breach of contract in respect of a joint venture agreement related to DeLeón tequila. DNA has receivedalso served notice of material breaches and termination to Mr Combs and his relevant associated entities of certain agreements related to services provided by Mr Combs and these entities in respect of Cîroc, and notice of material breaches and an inquiryintent to arbitrate in respect of the DeLeón joint venture agreement. Diageo categorically denies the allegations that have been made by Mr Combs and his associated parties in the complaint and will defend itself vigorously. Diageo will refrain from making any further disclosures given the US Securitiesinherent uncertainties of these matters and Exchange Commission requesting information relating to Diageo’s business operations in certain markets and to its policies, procedures and compliance environment. Diageo is responding to this information request but is currently unable to assess whether the inquiry will evolve into any enforcement action or, if this were to transpire, to quantify meaningfully the possible loss or range of loss, if any, to whichprejudicial nature any such action might give rise.disclosures may have on the potential outcomes related thereto or other associated matters.

(h) Other
The group has extensive international operations and routinely makes judgements on a range of legal, customs and tax matters which are incidental to the group's operations. Some of these judgements are or may become the subject of challenges and involve proceedings, the outcome of which cannot be foreseen. In particular, the group is currently a 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 a significant effect on the financial position of the Diageo group.
289277

Financial statements (continued)
20. 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 £599 million (2022 – £399 million (2021million; 2021 – £263 million; 2020 – £312 million).

(b) Other commitments
The future minimum lease rentals payable in the year ended 30 June 20222023 for short-term leases and leases of low-value assets are estimated at £36 million (2022 – £13 million (2021million; 2021 – £11 million; 2020 - £19 million). The total future cash outflows for leases that had not yet commenced, and not recognised as lease liabilities at 30 June 2022,2023, are estimated at £11 million (2022 – £11 million (2021million; 2021 – £132 million; 2020 - £133 million).

21. Related party transactions

Transactions between the group and its related parties are made on terms equivalent to those that prevail in arm’s length transactions.

(a) Subsidiaries
Transactions between the company and its subsidiaries are eliminated on consolidation and therefore are not disclosed. Details of the principal group companies are given in note 22.

(b) Associates and joint ventures
Sales and purchases to and from associates and joint ventures are principally in respect of premium drinks products but also include the provision of management services.
Transactions and balances with associates and joint ventures are set out in the table below:
2022
£ million
2021
£ million
2020
£ million
2023 £ million2022 £ million2021 £ million
Income statement itemsIncome statement itemsIncome statement items
SalesSales11 Sales10 11 
PurchasesPurchases31 23 29 Purchases13 31 23 
Balance sheet itemsBalance sheet itemsBalance sheet items
Group payablesGroup payables2 Group payables2 
Group receivablesGroup receivables2 Group receivables1 
Loans payableLoans payable Loans payable — 
Loans receivableLoans receivable175 108 82 Loans receivable197 175 108 
Cash flow itemsCash flow itemsCash flow items
Loans and equity contributions, netLoans and equity contributions, net66 38 47 Loans and equity contributions, net93 66 38 
 
Other disclosures in respect of associates and joint ventures are included in note 6.

(c) Key management personnel
The key management of the group comprises the Executive and Non-Executive Directors, the members of the Executive Committee and the Company Secretary. They are listed under ‘Board of Directors and Company Secretary’ and ‘Executive Committee’.
202320222021
2022
£ million
2021
£ million
2020
£ million
£ million
Salaries and short-term employee benefitsSalaries and short-term employee benefits10 10 Salaries and short-term employee benefits11 10 
Annual incentive planAnnual incentive plan13 13 — Annual incentive plan6 13 13 
Non-Executive Directors’ feesNon-Executive Directors’ feesNon-Executive Directors’ fees1 
Share-based payments(1)
Share-based payments(1)
19 12 (11)
Share-based payments(1)
12 19 12 
Post employment benefitsPost employment benefitsPost employment benefits2 
Termination benefitsTermination benefits— Termination benefits — 
45 38 32 45 38 
(1)    Time-apportioned fair value of unvested options and share awards.

Non-Executive Directors do not receive share-based payments or post employment benefits.
290278

Financial statements (continued)
There were no transactions with these related parties during the year ended 30 June 20222023 on terms other than those that prevail in arm’s length transactions.

(d) Pension plans
In October 2022, Diageo plc provided an interim credit facility to Diageo Pension Trust Limited, consisting of £850 million for the Diageo Pension Scheme, to support temporary liquidity challenges until 29 December 2022. In December 2022, the maturity date was extended to 29 June 2023. The facility amount was reduced on 22 May 2023 to £350 million and on 14 June 2023 the maturity date was extended to 11 October 2023. The facility was subsequently cancelled on 25 July 2023.
The Diageo pension plans are recharged with the cost of administration services provided by the group to the pension plans and with professional fees paid by the group on behalf of the pension plans. The total amount recharged for the year was £0.1 million (2021(2022 – £0.1 million; 20202021 – £0.1 million).

(e) Directors’ remuneration
202320222021
2022
£ million
2021
£ million
2020
£ million
£ million
Salaries and short-term employee benefitsSalaries and short-term employee benefitsSalaries and short-term employee benefits3 
Annual incentive planAnnual incentive plan— Annual incentive plan2 
Non-Executive Directors' feesNon-Executive Directors' feesNon-Executive Directors' fees1 
Share option exercises(1)
Share option exercises(1)
— — 
Share option exercises(1)
 — 
Shares vesting(1)
Shares vesting(1)
11 
Shares vesting(1)
4 
Post employment benefitsPost employment benefits— — Post employment benefits1 — — 
15 15 11 15 
(1)    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.

279

Unaudited financial information
22. 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.
Country of incorporationCountry of operation
Percentage of equity owned(1)
Business description
Subsidiaries
Diageo Ireland Unlimited CompanyIrelandWorldwide100%Production, marketing and distribution of premium drinks
Diageo Great Britain LimitedEnglandGreat Britain100%Marketing and distribution of premium drinks
Diageo Scotland LimitedScotlandWorldwide100%Production, marketing and distribution of premium drinks
Diageo Brands B.V.NetherlandsWorldwide100%Marketing and distribution of premium drinks
Diageo North America, Inc.United StatesWorldwide100%Production, importing, marketing and distribution of premium drinks
United Spirits Limited(2)
IndiaIndia55.94%55.88%Production, importing, marketing and distribution of premium drinks
Diageo Capital plc(3)
ScotlandUnited Kingdom100%Financing company for the group
Diageo Capital B.V.(3)
NetherlandsNetherlands100%Financing company for the group
Diageo Finance plc(3)
EnglandUnited Kingdom100%Financing company for the group
Diageo Investment CorporationUnited StatesUnited States100%Financing company for the US group
Mey İçki Sanayi ve Ticaret A.Ş.TurkeyTurkey100%Production, marketing and distribution of premium drinks
Associates
Moët Hennessy, SAS(4)
FranceFrance34%Production, marketing and distribution of premium drinks
(1)    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.
(2)    Percentage ownership excludes 2.38% owned by the USL Benefit Trust.
(3)    Directly owned by Diageo plc.
(4)    French limited liability company.
291280

Financial statements (continued)Unaudited financial information
23. Post balance sheet events
On 14Starting 1 July 2022,2023, in line with reporting requirements the functional currency of Diageo announcedplc has changed from sterling to US dollar which is applied prospectively. This is because the group's share of net sales and expenses in the US and other countries whose currencies correlate closely with the US dollar has been increasing over the years, and that trend is expected to continue in line with the group's strategic focus. Diageo has also decided to change its presentation currency to US dollar with effect from 1 July 2023, applied retrospectively, as it had agreedbelieves that this change will provide better alignment of the reporting of performance with its business exposures.
Diageo will propose adopting new Articles of Association (New Articles) at the AGM to sell Guinness Cameroun S.A., its brewerybe held on 28 September 2023 which reflects the change in Cameroon,the functional currency of Diageo plc and presentation currency of the group from sterling to Castel GroupUS dollar. The New Articles shall, among other things, empower the Board to declare and/or pay dividends in any currency or currencies and enable the Board to make provisions for £389 million. The transactionshareholders to receive dividends in a different currency to the currency in which dividends were declared. Subject to the approval of the New Articles by shareholders at the AGM and commencing with the interim dividend that is expected to be completeddeclared in January 2024, Diageo’s future dividends will be declared in US dollar. Holders of ordinary shares will continue to receive their dividends in sterling but will have the first halfoption to elect to receive it in US dollar. Holders of ADRs will continue to receive dividends in US dollar.
On 31 July 2023, the year ending 30 June 2023, subjectBoard approved plans for a further return of capital programme of $1.0 billion to regulatory clearances. As per management’s judgement, the criteria to classify the business of Guinness Cameroun S.A. as held for sale are not met, hence such classification was not applied on 30 June 2022 in respect of this business.shareholders.


292281

Unaudited financial information
Definitions and reconciliation of non-GAAP measures to GAAP measures

Diageo’s strategic planning process is based on certain non-GAAP measures, including organic movements. These non-GAAP measures are chosen for planning and reporting, and some of them are used for incentive purposes. The group’s management believes that these measures provide valuable additional information for users of the financial statements in understanding the group’s performance. These non-GAAP measures should be viewed as complementary to, and not replacements for, the comparable GAAP measures and reported movements therein.
It is not possible to reconcile the forecast tax rate before exceptional items, forecast organic net sales growth and forecast organic operating profit growth to the most comparable GAAP measure as it is not possible to predict, without unreasonable effort, with reasonable certainty, the future impact of changes in exchange rates, acquisitions and disposals and potential exceptional items.

Volume
Volume is a performance indicator 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 and certain pre-mixed products that are classified as ready to drink in nine-litre cases, divide by ten.

Organic movements
Organic information is presented using sterling amounts on a constant currency basis excluding the impact of exceptional items, certain fair value remeasurement, hyperinflation 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.

Calculation of organic movements
The organic movement percentage is the amount in the row titled ‘Organic movement’ in the tables below, expressed as a percentage of the relevant absolute amount in the row titled ‘2022 adjusted’. Organic operating margin is calculated by dividing operating profit before exceptional items by net sales after excluding the impact of exchange rate movements, certain fair value remeasurements, hyperinflation and acquisitions and disposals.

(a) Exchange rates
Exchange in the organic movement calculation reflects the adjustment to recalculate the reported results as if they had been generated at the prior period weighted average exchange rates.
Exchange impacts in respect of the external hedging of intergroup sales by the markets in a currency other than their functional currency and the intergroup recharging of services are also translated at prior period weighted average exchange rates and are allocated to the geographical segment to which they relate. Residual exchange impacts are reported as part of the Corporate segment. Results from hyperinflationary economies are translated at forward-looking rates.
(b) Acquisitions and disposals
For acquisitions in the current period, the post-acquisition results are excluded from the organic movement calculations. For acquisitions in the prior period, post-acquisition results are included in full in the prior period but are included in the organic movement calculation from the anniversary of the acquisition date in the current period. The acquisition row also eliminates the impact of transaction costs that have been charged to operating profit in the current or prior period in respect of acquisitions that, in management’s judgement, are expected to be completed.

Where a business, brand, brand distribution right or agency agreement was disposed of or terminated in the reporting period, the group, in the organic movement calculations, excludes the results for that business from the current and prior period. In the calculation of operating profit, the overheads included in disposals are only those directly attributable to the businesses disposed of, and do not result from subjective judgements of management.

(c) Exceptional items
Exceptional items are those that in management’s judgement need to be disclosed separately. Such items are included within the income statement caption to which they relate, and are excluded from the organic movement calculations. Management believes that that separate disclosure of exceptional items and the classification between operating and non-operating items further helps investors to understand the performance of the group. Changes in estimates and reversals in relation to items previously recognised as exceptional are presented consistently as exceptional in the current year.

282

Unaudited financial information
Exceptional operating items are those that are considered to be material and unusual or non-recurring in nature and are part of the operating activities of the group, such as one-off global restructuring programmes which can be multi-year, impairment of intangible assets and fixed assets, indirect tax settlements, property disposals and changes in post employment plans.

Gains and losses on the sale or directly attributable to a prospective sale of businesses, brands or distribution rights, step up gains and losses that arise when an investment becomes an associate or an associate becomes a subsidiary and other material, unusual non-recurring items that are not in respect of the production, marketing and distribution of premium drinks, are disclosed as exceptional non-operating items below operating profit in the income statement.

Exceptional current and deferred tax items comprise material and unusual or non-recurring items that impact taxation. Examples include direct tax provisions and settlements in respect of prior years and the remeasurement of deferred tax assets and liabilities following tax rate changes.

(d) Fair value remeasurement
Fair value remeasurement in the organic movement calculation reflects an adjustment to eliminate the impact of fair value changes in biological assets, earn-out arrangements that are accounted for as remuneration and fair value changes relating to contingent consideration liabilities and equity options that arose on acquisitions recognised in the income statement.

Growth on a constant basis
Growth on a constant basis is a measure used by the group to understand the trends of the business and its recovery towards pre-Covid-19 performance.
2019 to 2023 growth on a constant basis for volume, sales, net sales and operating profit before exceptional items is calculated by adding up the respective periods’ organic movement in the row titled ‘Organic movement’ in the tables below, expressed as a percentage of the relevant absolute amount in the row titled '2019 adjusted’. The most comparable GAAP financial measure is '2019 to 2023 reported movement %' in the tables below which is calculated by combining the reported movements for the respective periods, expressed as a percentage of the 2019 reported amount.

Adjustment in respect of hyperinflation
The group's experience is that hyperinflationary conditions result in price increases that include both normal pricing actions reflecting changes in demand, commodity and other input costs or considerations to drive commercial competitiveness, as well as hyperinflationary elements and that for the calculation of organic movements, the distortion from hyperinflationary elements should be excluded.
Cumulative inflation over 100% (2% per month compounded) over three years is one of the key indicators within IAS 29 to assess whether an economy is deemed to be hyperinflationary. As a result, the definition of 'Organic movements' includes price growth in markets deemed to be hyperinflationary economies, up to a maximum of 2% per month while also being on a constant currency basis. Corresponding adjustments have been made to all income statement related lines in the organic movement calculations.
In the tables presenting the calculation of organic movements, 'hyperinflation' is included as a reconciling item between reported and organic movements and that also includes the relevant IAS 29 adjustments.

283

Unaudited financial information
Organic movement calculations for the year ended 30 June 2023 were as follows:


North America
million
Europe
million
Asia
Pacific
million
Latin America
and Caribbean
million
Africa
million
Corporate
million
Total
million
Volume (equivalent units)
2019 reported49.4 45.4 95.1 22.4 33.6 — 245.9 
Disposals(2.1)(0.1)— — (2.7)— (4.9)
2019 adjusted47.3 45.3 95.1 22.4 30.9 — 241.0 
Organic movement (2020)0.1 (5.2)(14.5)(3.4)(4.0) (27.0)
Organic movement (2021)5.1 2.9 7.0 4.1 4.8  23.9 
Organic movement (2022)1.4 8.5 6.6 4.0 4.0  24.5 
2020, 2021 and 2022 movement on a constant basis6.6 6.2 (0.9)4.7 4.8  21.4 
Volume (equivalent units)
2022 reported54.851.294.227.135.7— 263.0
Disposals(2)
— (0.8)(23.3)— (1.9)— (26.0)
2022 adjusted54.8 50.4 70.9 27.1 33.8 — 237.0 
Organic movement(2.5)0.1 3.9 (0.9)(2.4) (1.8)
Acquisitions and disposals(2)
0.1 0.8 6.0  1.3  8.2 
2023 reported52.4 51.3 80.8 26.2 32.7  243.4 
Organic movement %(5) 5 (3)(7) (1)
2019 to 2023 reported growth %6 13 (15)17 (3) (1)
2019 to 2023 growth on a constant basis %9 14 3 17 8  8 

North America
£ million
Europe
£ million
Asia
Pacific
£ million
Latin America
and Caribbean
£ million
Africa
£ million
Corporate
£ million
Total
£ million
Sales
2022 reported6,682 5,740 5,624 1,945 2,403 54 22,448 
Exchange(51)(149)(4)(19)(1)— (224)
Disposals(2)
— (36)(884)— (195)— (1,115)
Hyperinflation— (213)— — — — (213)
2022 adjusted6,631 5,342 4,736 1,926 2,207 54 20,896 
Organic movement(15)553 317 132 71 33 1,091 
Acquisitions and disposals(2)
23 22 225 6 156  432 
Exchange743 (205)125 196 (48)1 812 
Hyperinflation 284     284 
2023 reported7,382 5,996 5,403 2,260 2,386 88 23,515 
Organic movement % 10 7 7 3 61 5 
284

Unaudited financial information
North America
£ million
Europe
£ million
Asia
Pacific
£ million
Latin America
and Caribbean
£ million
Africa
£ million
Corporate
£ million
Total
£ million
Net sales
2019 reported4,460 2,939 2,688 1,130 1,597 53 12,867 
Exchange(34)(19)(2)(48)
Reclassification— — — (10)— — (10)
Disposals(75)(1)(1)(1)(91)— (169)
2019 adjusted4,351 2,919 2,688 1,123 1,504 55 12,640 
Organic movement (2020)105 (358)(423)(169)(200)(16)(1,061)
Organic movement (2021)929 108 308 275 258 (18)1,860 
Organic movement (2022)754 766 402 451 308 35 2,716 
2020, 2021 and 2022 movement on a constant basis1,788 516 287 557 366 1 3,515 
Net sales
2022 reported6,095 3,212 2,884 1,525 1,682 54 15,452 
Exchange(1)
(46)(44)(8)(16)(1)— (115)
Disposals(2)
— (29)(137)— (130)— (296)
Hyperinflation— (71)— — — — (71)
2022 adjusted6,049 3,068 2,739 1,509 1,551 54 14,970 
Organic movement11 347 353 142 83 33 969 
Acquisitions and disposals(2)
20 20 35 3 104  182 
Exchange(1)
678 (41)73 145 (39)1 817 
Hyperinflation 175     175 
2023 reported6,758 3,569 3,200 1,799 1,699 88 17,113 
Organic movement % 11 13 9 5 61 6 
2019 to 2023 reported growth %52 21 19 59 6 66 33 
2019 to 2023 growth on a constant basis %41 30 24 62 30 62 35 
North America
£ million
Europe
£ million
Asia
Pacific
£ million
Latin America
and Caribbean
£ million
Africa
£ million
Corporate
£ million
Total
£ million
Marketing
2022 reported1,200 577 490 243 199 12 2,721 
Exchange(12)(2)(3)(2)(1)(15)
Fair value remeasurement of contingent considerations, equity option and earn out arrangements— — — — — 
Disposals(2)
— (1)— — (9)— (10)
Hyperinflation— (6)— — — — (6)
2022 adjusted1,189 575 488 240 188 11 2,691 
Organic movement22 42 46 34 4 4 152 
Acquisitions and disposals(2)
15 3  1 4 2 25 
Exchange134 (2)12 21 (1)2 166 
Hyperinflation 17     17 
2023 reported1,360 635 546 296 195 19 3,051 
Organic movement %2 7 9 14 2 36 6 

285

Unaudited financial information
Operating profit before exceptional itemsNorth America
£ million
Europe
£ million
Asia
Pacific
£ million
Latin America
and Caribbean
£ million
Africa
£ million
Corporate
£ million
Total
£ million
2019 reported4,116 
Disposal(29)
2019 adjusted4,087 
Organic movement (2020)(589)
Organic movement (2021)627 
Organic movement (2022)995 
2020, 2021 and 2022 movement on a constant basis1,033 
Operating profit before exceptional items
2022 reported2,454 1,017 711 538 315 (238)4,797 
Exchange(1)
(31)(13)(5)(14)11 (30)(82)
Fair value remeasurement of contingent considerations and equity option(32)(36)— — — (60)
Acquisitions and disposals(2)
(18)(26)— (18)— (56)
Hyperinflation— (1)— — — — (1)
2022 adjusted2,397 949 680 532 308 (268)4,598 
Organic movement(57)103 200 62 37 (24)321 
Acquisitions and disposals(2)
(18)(13)5  27 (6)(5)
Fair value remeasurement of contingent considerations, equity option and earn out arrangements87 25  1   113 
Exchange(1)
280 18 20 66 (152)(28)204 
Hyperinflation 23     23 
2023 reported2,689 1,105 905 661 220 (326)5,254 
Organic movement %(2)11 29 12 12 (9)7 
Organic operating margin % (3)
202338.6 30.8 28.5 36.0 21.1 n/a30.9 
202239.6 30.9 24.8 35.3 19.9 n/a30.7 
Margin movement (bps)(101)(13)363 72 126 n/a15 
2019 to 2021 reported growth %28 
2019 to 2023 growth on a constant basis %33 
(i)    For the reconciliation of sales to net sales, see page 213.
(ii)    Percentages and margin movements are calculated on rounded figures.

Notes: Information in respect of the organic movement calculations

(1)    The impact of movements in exchange rates on reported figures for operating profit was principally in respect of the favourable exchange impact of the strengthening of the US dollar and Mexican peso against the sterling, partially offset by the weakening of the Nigerian naira, Ghanaian cedi and the Turkish lira.
(2)    Acquisitions and disposals that had an effect on volume, sales, net sales, marketing and operating profit in the year ended 30 June 2023, are detailed on page 285.
(3)    Organic operating margin calculated by dividing Operating profit before exceptional items by net sales.


















286

Business review (continued)
In the year ended 30 June 2023, the acquisitions and disposals that affected volume, sales, net sales, marketing and operating profit were as follows, as per footnote (2) on the previous page:

 Volume
equ. units million
Sales
£ million
Net sales
£ million
Marketing
£ million
Operating
profit
£ million
Year ended 30 June 2022
Acquisitions
Chase Distillery— — — — 
Lone River Ranch Water— — — — 
— — — — 
Disposals
USL Popular brands(23.3)(884)(137)— (26)
Archers brand(0.1)(16)(10)— (7)
Meta Abo Brewery(0.3)(16)(12)(1)
Picon brand(0.7)(20)(19)(1)(12)
Guinness Cameroun S.A.(1.6)(179)(118)(8)(26)
(26.0)(1,115)(296)(10)(63)
Acquisitions and disposals(26.0)(1,115)(296)(10)(56)
Year ended 30 June 2023
Acquisitions
Mr Black 8 7 3 (2)
Balcones Distilling 4 4 4 (12)
Mezcal Unión 8 4 3 (1)
21Seeds0.1 9 8 8 (9)
Don Papa Rum0.1 10 10 3 (15)
0.2 39 33 21 (39)
Disposal
USL Popular brands6.0 225 35  5 
Archers brand0.7 12 10  2 
Guinness Cameroun S.A.1.3 156 104 4 27 
8.0 393 149 4 34 
Acquisitions and disposals8.2 432 182 25 (5)
287

Business review (continued)
Earnings per share before exceptional items
Earnings per share before exceptional items is calculated by dividing profit attributable to equity shareholders of the parent company before exceptional items by the weighted average number of shares in issue.
Earnings per share before exceptional items for the year ended 30 June 2023 and 30 June 2022 are set out in the table below:
 2023 £ million2022 £ million
Profit attributable to equity shareholders of the parent company3,734 3,249 
Exceptional operating and non-operating items294 405 
Exceptional tax items and tax in respect of exceptional operating and non-operating items(186)(31)
Exceptional items attributable to non-controlling interests(141)(103)
Profit attributable to equity shareholders of the parent company before exceptional items3,701 3,520 
Weighted average number of sharesmillionmillion
Shares in issue excluding own shares2,264 2,318 
Dilutive potential ordinary shares7 
Diluted shares in issue excluding own shares2,271 2,325 
 pencepence
Basic earnings per share before exceptional items163.5 151.9 
Diluted earnings per share before exceptional items163.0 151.4 

1. Five years financial informationFree cash flow
Free cash flow comprises the net cash flow from operating activities aggregated with the net cash received/paid for working capital loans receivable, cash paid or received for investments and the net cash expenditure paid for property, plant and equipment and computer software that are included in net cash flow from investing activities.
The following tables present selected consolidated financial data for Diageoremaining components of net cash flow from investing activities that do not form part of free cash flow, as defined by the group’s management, are in respect of the acquisition and sale of businesses and non-working capital loans to and from associates.
The group’s management regards a portion of the purchase and disposal of property, plant and equipment and computer software as ultimately non-discretionary since ongoing investment in plant, machinery and technology is required to support the day-to-day operations, whereas acquisition and sale of businesses are discretionary.
Where appropriate, separate explanations are given for the fiveimpacts of acquisition and sale of businesses, dividends paid and the purchase of own shares, each of which arises from decisions that are independent from the running of the ongoing underlying business.
Free cash flow reconciliations for the years ended 30 June 2023 and 30 June 2022 are set out in the table below:
 2023 £ million2022 £ million
Net cash inflow from operating activities3,024 3,935 
Disposal of property, plant and equipment and computer software13 17 
Purchase of property, plant and equipment and computer software(1,180)(1,097)
Movements in loans and other investments(57)(72)
Free cash flow1,800 2,783 
288

Business review (continued)
Operating cash conversion
Operating cash conversion is calculated by dividing cash generated from operations excluding cash inflows and asoutflows in respect of exceptional items, dividends received from associates, maturing inventories, provisions, other items and post employment payments in excess of the amount charged to operating profit by operating profit before depreciation, amortisation, impairment and exceptional operating items.
The measure is excluding any hyperinflation adjustment above the organic treatment of hyperinflationary economies. The ratio is stated at the budgeted exchange rates for the respective year ends. The data presented belowand is expressed as a percentage.

Operating cash conversion for the five years ended 30 June 2023 and 30 June 2022 were as follows:
 2023
£ million
2022
£ million
Profit for the year3,766 3,338 
Taxation970 1,049 
Share of after tax results of associates and joint ventures(370)(417)
Net finance charges594 422 
Non-operating items(328)17 
Operating profit4,632 4,409 
Exceptional operating items622 388 
Fair value remeasurement(124)(60)
Depreciation, amortisation and impairment(1)
496 489 
Hyperinflation adjustment(28)(10)
Retranslation to budgeted exchange rates(198)27 
5,400 5,243 
Cash generated from operations4,779 5,212 
Net exceptional cash paid(2)
25 15 
Post employment payments less amounts included in operating profit(1)
25 89 
Net movement in maturing inventories(3)
577 360 
Provision movement65 58 
Dividends received from associates(219)(190)
Other items(1)
14 (53)
Hyperinflation adjustment(29)(22)
Retranslation to budgeted exchange rates(198)42 
5,039 5,511 
Operating cash conversion93.3 %105.1 %
(1)    Excluding exceptional items.
(2)    Exceptional cash payments for winding down our Russian operations was £13 million (2022 – £13 million) and for Supply chain agility programme was £12 million (2022 - £nil). In the year ended 30 June 2022 exceptional cash payments for other donations were £2 million.
(3)    Excluding non-cash movements such as exchange and the respective year ends has beenimpact of acquisitions and disposals.
289

Business review (continued)
Return on average invested capital
Return on average invested capital is used by management to assess the return obtained from the group’s asset base and is calculated to aid evaluation of the performance of the business.
The profit used in assessing the return on average invested capital reflects operating profit before exceptional items attributable to equity shareholders of the parent company plus share of after tax results of associates and joint ventures after applying the tax rate before exceptional items for the fiscal year. Average invested capital is calculated using the average derived from Diageo’sthe consolidated financial statements.balance sheets at the beginning, middle and end of the year. Average capital employed comprises average net assets attributable to equity shareholders of the parent company for the year, excluding net post employment benefit assets/liabilities (net of deferred tax) and average net borrowings. This average capital employed is then aggregated with the average restructuring and integration costs net of tax, and goodwill written off to reserves at 1 July 2004, the date of transition to IFRS, to obtain the average total invested capital.
Calculations for the return on average invested capital for the years ended 30 June 2023 and 30 June 2022 are set out in the table below:
 2023 £ million2022 £ million
Operating profit4,632 4,409 
Exceptional operating items622 388 
Profit before exceptional operating items attributable to non-controlling interests(173)(192)
Share of after tax results of associates and joint ventures370 417 
Tax at the tax rate before exceptional items of 23.0% (2022 – 22.5%)(1,294)(1,173)
4,157 3,849 
Average net assets (excluding net post employment benefit assets/liabilities)8,924 8,428 
Average non-controlling interests(1,638)(1,641)
Average net borrowings14,949 12,859 
Average integration and restructuring costs (net of tax)1,639 1,639 
Goodwill at 1 July 20041,562 1,562
Average invested capital25,436 22,847 
Return on average invested capital16.3%16.8%

Year ended 30 June
20222021202020192018
Income statement data£ million£ million£ million£ million£ million
Sales22,448 19,153 17,697 19,294 18,432 
Excise duties(6,996)(6,420)(5,945)(6,427)(6,269)
Net sales15,452 12,733 11,752 12,867 12,163 
Cost of sales(5,973)(5,038)(4,654)(4,866)(4,634)
Gross profit9,479 7,695 7,098 8,001 7,529 
Marketing(2,721)(2,163)(1,841)(2,042)(1,882)
Other operating items(2,349)(1,801)(3,120)(1,917)(1,956)
Operating profit4,409 3,731 2,137 4,042 3,691 
Non-operating items(17)14 (23)144 — 
Net interest and other finance charges(422)(373)(353)(263)(260)
Share of after tax results of associates and joint ventures417 334 282 312 309 
Profit before taxation4,387 3,706 2,043 4,235 3,740 
Tax before exceptional items(1,080)(823)(743)(859)(799)
Exceptional taxation31 (84)154 (39)203 
Profit for the year3,338 2,799 1,454 3,337 3,144 
Weighted average number of sharesmillionmillionmillionmillionmillion
Shares in issue excluding own shares2,318 2,337 2,346 2,418 2,484 
Dilutive potential ordinary shares7 10 11 
2,325 2,345 2,354 2,428 2,495 
Per share datapencepencepencepencepence
Basic earnings per share140.2 113.8 60.1 130.7 121.7 
Diluted earnings per share139.7 113.4 59.9 130.1 121.1 
Dividend per share76.18 72.55 69.88 68.57 65.30 

290

Business review (continued)
Adjusted net borrowings to adjusted EBITDA
Diageo manages its capital structure with the aim of achieving capital efficiency, providing flexibility to invest through the economic cycle and giving efficient access to debt markets at attractive cost levels. The group regularly assesses its debt and equity capital levels to enhance its capital structure by reviewing the ratio of adjusted net borrowings to adjusted EBITDA (earnings before exceptional operating items, non-operating items, interest, tax, depreciation, amortisation and impairment).
Calculations for the ratio of adjusted net borrowings to adjusted EBITDA for the years ended 30 June 2023 and 30 June 2022 are set out in the table below:
 2023 £ million2022 £ million
Borrowings due within one year1,701 1,522 
Borrowings due after one year14,801 14,498 
Fair value of foreign currency derivatives and interest rate hedging instruments30 (73)
Lease liabilities448 475 
Less: Cash and cash equivalents(1,439)(2,285)
Net borrowings15,541 14,137 
Post employment benefit liabilities before tax373 402 
Adjusted net borrowings15,914 14,539 
Profit for the year3,766 3,338 
Taxation970 1,049 
Net finance charges594 422 
Depreciation, amortisation and impairment (excluding exceptional impairment)496 492 
Exceptional impairment570 336 
EBITDA6,396 5,637 
Exceptional operating items (excluding impairment)52 49 
Non-operating items(328)17 
Adjusted EBITDA6,120 5,703 
Adjusted net borrowings to adjusted EBITDA2.62.5



291


Tax rate before exceptional items
Tax rate before exceptional items is calculated by dividing the total tax charge before tax charges and credits in respect of exceptional items, by profit before taxation adjusted to exclude the impact of exceptional operating and non-operating items, expressed as a percentage. The measure is used by management to assess the rate of tax applied to the group’s operations before tax on exceptional items.
The tax rates from operations before exceptional and after exceptional items for the years ended 30 June 2023 and 30 June 2022 are set out in the table below:
 2023 £ million2022 £ million
Taxation on profit (a)970 1,049 
Tax in respect of exceptional items129 31 
Exceptional tax credit57 — 
Tax before exceptional items (b)1,156 1,080 
Profit before taxation (c)4,736 4,387 
Non-operating items(328)17 
Exceptional operating items622 388 
Profit before taxation and exceptional items (d)5,030 4,792 
Tax rate after exceptional items (a/c)20.5 %23.9 %
Tax rate before exceptional items (b/d)23.0 %22.5 %


292


Other definitions
Volume share is a brand’s retail volume expressed as a percentage of the retail volume of all brands in its segment. Value share is a brand’s retail sales value expressed as a percentage of the retail sales value of all brands in its segment. Unless otherwise stated, share refers to value share.

Net sales are sales less excise duties. Diageo incurs excise duties throughout the world. In the majority of countries, excise duties are effectively a production tax which becomes payable when the product is removed from bonded premises and is not directly related to the value of sales. It is generally not included as a separate item on external invoices; increases in excise duties are not always passed on to the customer and where a customer fails to pay for a product received, the group cannot reclaim the excise duty. The group therefore recognises excise duty as a cost to the group.


Price/mix is the number of percentage points difference between the organic movement in net sales and the organic movement in volume. The difference arises because of changes in the composition of sales between higher and lower priced variants/markets or as price changes are implemented.

Shipments comprise the volume of products sold to Diageo’s immediate (first tier) customers. Depletions are the estimated volume of the onward sales made by Diageo's immediate customers. Both shipments and depletions are measured on an equivalent units basis.

References to emerging markets include Poland, Eastern Europe, Turkey, Latin America and Caribbean, Africa and Asia Pacific (excluding Australia, Korea and Japan).

References to reserve brands include, but are not limited to, Johnnie Walker Blue Label, Johnnie Walker Green Label, Johnnie Walker Gold Label Reserve, Johnnie Walker Aged 18 Years, John Walker & Sons Collection and other Johnnie Walker super and ultra-premium brands; The Singleton, Cardhu, Talisker, Lagavulin, Oban and other malt brands; Buchanan’s Special Reserve, Buchanan’s Red Seal; Haig Club whisky; Copper Dog whisky; Roe & Co; Bulleit Bourbon, Bulleit Rye; Orphan Barrel whiskey; Balcones whisky and rum; Tanqueray No. TEN and Tanqueray Malacca gin; Aviation, Chase, Jinzu and Villa Ascenti gin; Cîroc, Ketel One vodka, Ketel One Botanical; Don Julio, Casamigos, DeLeón and 21Seeds tequila; Mezcal Unión mezcal; Zacapa, Bundaberg Master Distillers' Collection, Pampero Aniversario and Don Papa rum; Shui Jing Fang, Seedlip, Belsazar and Pierde Almas.

References to global giants include the following brand families: Johnnie Walker, Smirnoff, Captain Morgan, Baileys, Tanqueray and Guinness. Local stars include Buchanan’s, Bundaberg, Crown Royal, JεB, McDowell’s, Old Parr, Yenì Raki, Black & White, Shui Jing Fang, Windsor and Ypióca. Global giants and local stars exclude ready to drink, non-alcoholic variants and beer except Guinness. References to Shui Jing Fang represent total Chinese white spirits of which Shui Jing Fang is the predominant brand.

References to ready to drink also include ready to serve products, such as pre-mixed cans in some markets.

References to beer include cider, flavoured malt beverages and some non-alcoholic products such as Malta Guinness.

The results of Hop House 13 Lager are included in the Guinness figures.

There is no industry-agreed definition for price tiers and for data providers such as IWSR, definitions can vary by market. Diageo bases price tier definitions on a methodology that uses external metrics (including market pricing data from Nielsen, IRI etc., as well as the IWSR segmentation) for benchmarking and internal pricing metrics for a consistent segmentation.

References to the disposal of the USL Popular brands include non-exhaustively the Haywards, Old Tavern, White Mischief, Honey Bee, Green Label and Romanov brands.

References to the group include Diageo plc and its consolidated subsidiaries.











293

Unaudited financial information
As at 30 June
20222021202020192018
Balance sheet data£ million£ million£ million£ million£ million
Non-current assets23,582 20,508 21,837 21,923 21,024 
Current assets12,934 11,445 11,471 9,373 8,691 
Total assets36,516 31,953 33,308 31,296 29,715 
Current liabilities(8,442)(7,142)(6,496)(7,003)(6,360)
Non-current liabilities(18,560)(16,380)(18,372)(14,137)(11,642)
Total liabilities(27,002)(23,522)(24,868)(21,140)(18,002)
Net assets9,514 8,431 8,440 10,156 11,713 
Share capital723 741 742 753 780 
Share premium1,351 1,351 1,351 1,350 1,349 
Other reserves2,174 1,621 2,272 2,372 2,133 
Retained earnings3,550 3,184 2,407 3,886 5,686 
Equity attributable to equity shareholders of the parent company7,798 6,897 6,772 8,361 9,948 
Non-controlling interests1,716 1,534 1,668 1,795 1,765 
Total equity9,514 8,431 8,440 10,156 11,713 
Net borrowings(14,137)(12,109)(13,246)(11,277)(9,091)
Non-financial reporting boundaries and methodologies

The non-financial reporting boundaries and methodologies outlined here relate to the social and environmental performance disclosures set out in the Annual Report and the ESG Reporting Index. We describe below the general reporting methodologies and boundaries related to both non-environmental and environmental reporting. Where there are exceptions to these general reporting methodologies and boundaries, these have been included with the specific metric in the tables that follow.

General reporting methodology and boundaries, covering both non-environmental and environmental metric reporting


I. Reporting period
Our reporting covers the financial year ended 30 June 2023 unless otherwise stated.
II. Scope
Unless otherwise stated(1), the boundaries for all non-financial information disclosed in the Annual Report and the ESG Reporting Index include the performance of the global operations of Diageo plc and its subsidiaries, together with the attributable share of the results of significant joint ventures and joint operations.
The reporting boundaries are based on the principles outlined by the non-financial reporting strategy of our management, the nature of each indicator and, in the case of our greenhouse gas (GHG) emissions metrics, the Greenhouse Gas Protocol.
Environmental data and health and safety data is collected and reported for all operational sites and office sites with more than 50 employees where we have operational control. The environmental impacts associated with leased facilities that do not meet the criteria already mentioned are excluded and considered immaterial to the company’s overall impacts. This scope is reviewed every year to assess the data and extent of impacts.
GHG emissions associated with leased vehicles under operational control are being reviewed and reassessed to determine material significance to overall emissions and extent of overlap with Scope 3 indirect emissions. This review will be concluded in fiscal 24; our current estimate indicates leased vehicles may contribute 4%-5% of Scope 1 emissions or <0.5% of Scope 3 emissions.
Material changes to environmental reporting methodologies are ratified at quarterly 2030 grain to glass Strategic Business Review meetings, chaired by the President, Global Supply Chain & Procurement and Chief Sustainability Officer.

Exceptions to and limitations of each indicator are explained in the following pages section of this document.
III. Baseline and targets
The financial year ended 30 June 2020 is our baseline year. It applies to the majority of our ‘Society 2030: Spirit of Progress‘ targets. Exceptions are described in the following pages. The baseline data is used as the basis for calculating progress against our targets.
We aim to achieve each target by fiscal 30, unless otherwise stated in the following pages of this document.
IV. Acquisitions and disposals
New acquisitions are included in the consolidated reporting for non-financial disclosure from the date when control passes or as soon as practically feasible, and no later than one year after assuming operational control.(2) This duration varies as each new acquisition has unique systems and processes that must be integrated. In case of disposals, data associated with the divestment is removed from the baseline, intervening years and current year unless otherwise stated in the following pages.
V. Restatements
We may have to restate historical data due to structural changes in our operations, including from acquisitions and divestments; improvements in data accuracy and calculation methodologies; material changes to relevant policies; and material changes in our non-financial reporting.
To determine whether we need to restate historical data, we examine whether the qualitative or quantitative impacts of the changes to our non-financial reporting are material enough to compromise the accuracy, consistency and relevance of the reported information. In case a restatement for environmental data is necessary, we restate the data for the baseline year and intervening years.
In case of our environmental data, we may need to adjust data to reflect updates to GHG emission factors, in line with the GHG Protocol recommendations; and any changes in reporting policy that result in a material change to the baseline of more than 1%. We also restate data where we can show that structural changes regarding outsourcing and insourcing have an impact of more than 1%. In certain cases, where historical data is unavailable, the environmental impacts for the baseline year and intervening years are extrapolated from current environmental impact data, based on production patterns.
In fiscal 23, the baseline year GHG emissions impacts were restated to reflect changes to CO2e emission factors and updated calorific values.

(1) Non-financial information, including baseline information, excludes the performance attributable to one of our business units in Greater China due to local regulatory                 restrictions. We believe the exclusion of this data does not materially impact our non-financial performance. We restate baseline and intervening years' non-financial information to reflect divestments, acquisitions, the exclusion of a business unit in China due to local regulatory restrictions, and any other changes that would otherwise compromise the accuracy, consistency and relevance of the reported information.    
(2) We define operational control using the definition of accounting standards for most of our ESG metrics. For greenhouse gas emissions, our definition is aligned with the Greenhouse Gas Protocol.
294


VI. Reliability and accuracy of data
We have processes that govern the collection, review and validation of non-financial data included in this report, at market, regional and global levels. We have clear reporting lines and documentation of our processes; this report provides more detail about our reporting methodologies and calculation processes. Reporting methodologies are reviewed and updated each year by leadership teams.
While we make every effort to capture all information as accurately as possible, it is neither feasible nor practical to measure all data with absolute certainty. Where we have made estimates or exercised judgement, this is highlighted within the reporting methodologies.
Some of our listed subsidiaries also publish sustainability information either as standalone reports or as part of their annual report. Examples of sustainable information reporting are linked below:
United Spirits Limited: https://media.diageo.com/diageo-corporate-media/media/wxaflz30/united-spirits-limited-esg-reporting-index-2022.pdf
Sichuan Swellfun Co, Ltd: https://www.swellfun.com/ueditor/php/upload/file/20230426/1682490877231414.pdf
East Africa Breweries PLC: https://www.eabl.com/sites/default/files/documents/EABL_Sustainability_Report-2022.pdf
Guinness Nigeria plc: https://www.guinness-nigeria.com/PR1346/aws/media/14677/f22-sustainability-report.pdf
VII. Reporting systems
We use four main systems to collect, validate and analyse reported data.
Human Resources data is reported at site level using Workday, our global information management systems. HR data is collected on a monthly basis for all Workday markets.(1) Non-Workday markets(2) data is manually captured offline via HR Directors and the points of contact only for annual reports. Both Workday and non-Workday markets data are then consolidated.
Health and Safety information for performance measures is collected locally, on a monthly basis, using site held incident reports. This is collated and analysed using a web-based information management system and reported externally on an annual basis.
Environmental data is collected on key measures of environmental performance every year. This is collated and analysed using a web-based environmental management system.
Market-level ‘Society 2030: Spirit of Progress‘ data: Where ‘Society 2030: Spirit of Progress‘ programmes are managed at a local level, data is collated every quarter. The data is compiled at market, regional and global levels, alongside our other ‘Society 2030: Spirit of Progress‘ targets, and is reviewed by general managers, functional leadership teams, the 2030 grain to glass Strategic Business Review (SBR) and the Global Executive Committee during quarterly meetings.
This regular assessment of performance enables us to manage programme risks and opportunities and helps us ensure that we have the right level of resources to deliver on our commitments.

Scope and methodology of physical and transition climate risk scenario analysis reported on page 294.

Scenario analysis of physical risks
Important note on scenario analysis:
Climate risk scenario analysis has limitations: it is not a predictor of the future and it is limited by the assumptions used, which themselves are subject to uncertainty. No single scenario is likely to materialise in the coming decades, and we are all likely to be exposed to both physical and transition risks as the world continues to warm as a consequence of emissions already in the atmosphere. The pathway to reducing emissions is also highly variable, as governments and industry pursue a variety of means, such as introducing regulation and developing new technologies. Nevertheless, scenario analysis is a powerful tool to understand how our business could be impacted under certain plausible but severe future conditions, and it allows us to understand where risks and opportunities are most likely to materialise, to understand trends and to integrate these into our strategy.
Following the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD), we conducted scenario analysis to determine the likely financial impact of the most important physical risks on our assets and operations. The physical risks we identified of most importance were:
1.Water supply: Inability to produce brands due to constrained water supply as a result of drought caused by chronic climate change.
2.Agricultural material supply: Increased cost of raw materials due to scarcity caused by changes in growing conditions caused by chronic climate change
3.Site integrity: Inability to produce products, or damage to stored products due to acute weather events (floods or storms)
4.Disruption to agricultural material supply: Inability to receive agricultural materials due to acute weather events (floods or storms).
Using the best available climate data and natural catastrophe-modelling techniques, our climate resilience partners calculated projected Estimated Annual Losses (EALs) and Value at Risk (VaR) for the present day and two future time periods (the 2030s and 2050s) under two climate scenarios. For most climate variables, these climate scenarios include a ‘moderate’ emissions reduction pathway (RCP4.5 or SSP245) and a ‘worst-case’ pathway (RCP 8.5 or SSP 585). The results were expressed as:
Present day and projected EALs driven by:
The impact of drought, river floods and tropical windstorms on owned and third-party-operated production assets
The impact of floods and tropical windstorms on supplier assets (glass and cans);
295


and present day and projected VaR associated with:
The exposure of production assets to water stress
The exposure of production and supplier assets to tropical windstorms.
Please see the diagram on page 294 for a summary of the scope of our physical and transition risk assessments and scenario analysis.)

(1) Markets using our Workday online Human Resource system
(2) Non-Workday markets refer to markets where the Workday online Human Resource System is not used.

A summary of the scope of our physical and transition risk assessments and scenario analysis
TimeframeShort term (0-5yrs)Medium term (2030)Long term (2050)
GeographyAll Diageo and key third-party operations in North America, Scotland (fiscal 21); India, Africa, Mexico and Turkey (fiscal 22); and Asia Pacific, Europe and Latin America and Caribbean (fiscal 23).
Risk types
Physical risks
Water (availability, quality, temperature), temperature,
flooding, landslide, wildfires, wind, humidity
Transition risks and opportunities
Temperature scenarios+4 to +5ºC (extreme)
RCP 8.5'
+2 to +3ºC (moderate)
RCP 4.5'
1.5ºC to 2ºC (Paris agreement)
RCP 2.6'
Scope
Raw materials
1,200+ suppliers' sites
Key raw materials* (wheat, barley, maize, cane and beet sugar, vanilla, aniseed, grapes, broken rice, sorghum, agave, dairy, hops)
*+4 to +5ºC scenario only
Processing
Approximately 250 Diageo and third-party operations' sites
Detailed assessments of 39 sites
Distribution
Key road, rail routes
Key sea ports (69)
Risks reviewed
Policy and legal risks
Technology risks
Market risks
Reputation risks
Opportunities
Resource efficiency
Energy source
Products and services
Markets
Scenario analysis
Energy
Transport
Packaging
Raw materials
Scenario analysis
Pack weight reduction
Circular offerings
Scenario analysis of transition risks
Over fiscal years 21-23, we have conducted scenario analysis of the impact on our financial performance of transition risks stemming from a Paris-aligned scenario. Our modelling envisages a successful transition to a low-carbon economy in time to keep the temperature rise to 1-2⁰C by 2100 and assumes a variety of decarbonisation challenges and opportunities relating to ingredients, energy, packaging and transport costs, and changes in demand for our products (to 2030 and 2050). Over consecutive years, we have refined the model and incorporated data relating to our entire business, including production volume, sales, raw materials and packaging costs, and projected growth rates by category and market to inform future scenarios.
In modelling the financial impact of a successful transition to a low-carbon economy, we considered two scenarios:
1.A baseline scenario which incorporates stated policies and national targets that are already in place and have detailed measures for their realisation; and
2.A transition scenario that assumes the world successfully reaches net zero emissions by 2050. This scenario considers necessary changes in the global energy sector and associated changes across all other sectors of the economy that can reasonably be modelled.
Both scenarios rely on a combination of internal assumptions (e.g., production costs, sales and margin growth rates, product mix, etc) and external factors (e.g., carbon pricing, greening of energy production, decarbonisation of industry). External models available from the International Energy Agency, the Intergovernmental Panel on Climate Change and other institutions were supplemented where necessary by our expert partners' internal models. Together, these models gave us a range of plausible assumptions designed to capture a trajectory of changes in demand, costs, prices, regulation, technology and capital investments in relevant markets and business segments, that could result in the world achieving net zero emissions by 2050. We looked at how combinations of these changes might affect us both positively (increased demand for sustainable products) and negatively (higher costs) and estimated the combined effect on our cash flow to both 2030 and 2050. Outlined in the table on page 295, below are the materials that most affect our input costs, which may go up or down depending on the situation. We have modelled costs based on our exposure to global versus local changes; so, for example, glass and aluminium are procured globally, while the cost of energy, for example, is always local. For each scenario, we then estimated the prices of major input costs, where relevant by geography, and modelled the impact they would have on our operating profit.

296


Input costs assessed in the scenario analysis by geography

RegionGlobalUKUSCanadaMexicoTurkeyIndiaAfricaAsia PacificLACIreland
Glassl
Aluminiuml
Land transportl
Ocean transportl
Energylllllllll
Electricitylllllllll
Raw materials:
Barleyl
Wheatl
Maizel
Ricel
Sorghuml
Sugarl
Vanillal
Aniseedl
Agavel
Grapesl
Hopsl
Dairyl




297


Additional informationPromote positive drinking
As a responsible business, we want to change the way people drink – for shareholders
the better. This is why we promote moderate drinking and invest in education and programmes to discourage the harmful use of alcohol. Around the world, we reach audiences with messages that aim to change attitudes, whether it’s highlighting the harm of underage drinking or binge drinking, warning of the dangers of drink driving, or using our brands to highlight the importance of moderation.
Production
The company owns manufacturing production facilitiesOur work speaks to audiences across the globe, including malting facilities, distilleries, breweries, packaging plants, maturation warehouses, cooperages,globe. We continue to innovate and distribution warehouses. Diageo’s brands are also produced at plants ownedlook for ways to improve as we strive to engage more and operated by third partiesmore people through our work to promote positive drinking. This desire to learn and joint ventures at several locations aroundimprove extends to how we measure and evaluate the world. We believe thatimpact of our facilities are in good conditionwork and working order. its effect on changing people’s attitudes.
We have adequate capacityreached our DRINKiQ target by launching it in all our markets where legally permissible, but we are determined to meet our current needs,continue promoting DRINKiQ so that consumers have access to information that can increase their knowledge and awareness of the impact of harmful drinking.

TargetChampion health literacy and tackle harm through DRINKiQ in every market where we live, work, source and sell
Performance measureNumber of markets that have launched DRINKiQ
Definition
Markets required for DRINKiQ rollout were identified during the initial project scoping phase in fiscal 20. The baseline is the total number of Diageo markets where we live, work, source and sell.
‘Launched’ means the DRINKiQ website is live and accessible by consumers in the market from November 2020.
Data preparation
The Global Spirit of Progress team manages all aspects of DRINKiQ design, development and deployment (except China, where we had to use a local vendor for build due to firewall issues).
We engage and manage the global agency that is responsible for building and testing every website in every market throughout all stages of development, user acceptance testing and deployment.
The agency web developers who build the DRINKiQ website undertake a series of steps to deploy DRINKiQ to the production environment. Once the deployment is complete, the agency conducts testing to verify overall site performance and functionality is operating as intended. The completion of the testing concludes the deployment process, and the site/updates are deemed as ‘live’ since they are available on www.drinkiq.com.
Scope exceptionTurkey is the only market in which we are unable to roll out DRINKiQ due to legal restrictions. Travel Retail Asia covers multiple geographical territories and is therefore not counted as an individual market in scope for delivering our DRINKiQ target.
TargetLeverage Diageo marketing and innovation to make moderation the norm – reaching 1 billion people with dedicated responsible drinking messaging
Performance measureNumber of people reached through campaigns and training specifically designed to promote moderation
DefinitionWe deliver responsible drinking campaigns and training through social media, viral videos, events, traditional media campaigns and other forms of marketing by Diageo brands.
Scope exceptionMarkets are only included where we have verifiable media data provided by third-party partners.
Reporting period1 June to 31 May. Our baseline year for calculating cumulative progress is fiscal 21.
Data preparation
Data on how many people our campaigns reach is collected by our media agency partners and reported to us. Diageo’s media agency partners manage measurement and verification of this data through various industry-standard practices optimised for each media channel.
Digital media: Cookies/pixels provide unique consumer identifiers. These identifiers provide us with the ability to estimate how many people we reach across a single campaign.
Non-digital media: Utilising industry-standard audience measurement for each platform, we can estimate how many people our campaigns reach for any TV, radio, out of home or other non-digital channel. For example, we utilise industry-standard metrics, such as Nielsen, to estimate viewer audience for a TV programme during which we ran an ad. For out of home, industry-standard measurement of foot traffic, vetted through third-party organisations, is used to estimate the number of people who pass by a billboard.
To attempt to prevent double counting, we also adjust the data in the context of the adult population for each market. Each market's total annual reach figure comprises either the highest number of people reached in any given quarter in that market, or the highest number of people reached by a specific campaign in that market, whichever is the greater.
LimitationsReach data cannot be as accurately deduplicated over periods of time longer than a year. When reporting how many people we reach over time periods of longer than one fiscal year, figures for individual fiscal years are added together to provide a cumulative number.

298


TargetScale up our SMASHED partnership and educate 10 million young people, parents and teachers on the dangers of underage drinking
Performance measure
Number of people educated on the dangers of underage drinking through a Diageo-supported education programme
Number of people who confirmed changed attitudes on the dangers of underage drinking following participation in a Diageo-supported education programme
Definition
SMASHED is our flagship underage drinking programme, developed and delivered in partnership with Collingwood Learning (Collingwood) and sponsored by Diageo. Our SMASHED partnership aims to change attitudes to underage drinking through live theatre performances and workshops and interactive online events.
Live: A live or virtual theatre performance in schools or other community setting, with interactive workshops for students, resources for teachers and parents, and comprehensive evaluation.
Online: An innovative and engaging e-learning course, telling the SMASHED story though filmed clips, with interactive learning tools, student assessment and teacher support.
Offline: SMASHED Online can also be delivered offline through PowerPoint and video clips.
People educated: Target age group (10-17), who have participated in the full 60-minute live or online learning experience. Completions for online are counted only on course completion, and live completion is counted when the number, as stated by the teacher, has completed the full 60-minute session, which is then confirmed by the local delivery partner.
Changed attitudes: A young person who confirmed a changed attitude is someone who responds to the post-survey question by stating that they are less likely to drink underage. This is supported by evidenced progression through pre- and post-performance surveys against all other learning outcomes, with the ‘less likely to drink underage’ results as the core indicator.
Scope exception
Local adaptations: Collingwood has set criteria for partners – a local delivery partner, ministry of education (or similar) and sponsors – to support the success of local adaptations on the ground.
Each delivery partner will culturally and linguistically adapt the storyline and interactive elements to suit the local audience, with guidance from Collingwood.
Collingwood collaborates with delivery partners to ensure they comply with the original content while accommodating appropriate adaptations. This is also supported by programme sponsors and educational stakeholders to support links with existing curriculum. Evaluation questions remain consistent worldwide, both pre- and post-programme. Collingwood does not allow changes to the content or intent of the questions. The only adaptations made are for language translation.
Reporting period
The complexity of gathering data from hundreds of schools globally with different academic years means there is a lag in reporting information from our live programmes. Each financial year we include data from 1 June to 31 May.
The baseline year for the reporting of cumulative progress towards our target is our financial year ended 30 June 2018; reporting is therefore cumulative progress from July 2018 onwards.

299


Target (continued)Scale up our SMASHED partnership and educate 10 million young people, parents and teachers on the dangers of underage drinking
Data preparation
The number of people educated is supplied by in-country delivery partners to Collingwood. When SMASHED is delivered by a third-party and is partially funded by Diageo, we only claim the proportion of people educated that our funding contributes to.
From September 2022, where an audience numbers over 500 students in one session, we have categorised these as ‘large-scale special events’. Where large-scale events are run if there are a sufficient number of facilitators (ratio 1:200) then the full number of people educated is included. If the number of facilitators present is below this ratio, then the number of people in attendance are capped at the large-scale event number.
The number of people educated is calculated by adding together the number of people reached in each country.
SMASHED Live operates pre- and post-evaluation surveys of at least 20% of the target audience of young learners as part of the programme on the day. This represents 20% of the participating schools on each tour.
The following sampling criteria have been established to measure attitude change:
Assess 20% of programme participants through pre- and post-evaluation surveys.
The participants that make the 20% sample have to be selected randomly.
If the sample is less than 200 people, the same participants must take the pre- and post-evaluation surveys.
The sample has to be approximately 50% male and 50% female.
The number of people who confirmed changed attitude is calculated by projecting the results of the survey, for those who have confirmed in the post-survey question that they are less likely to drink underage, to the total number of people educated for the events run.
The data, alongside supporting evidence is supplied by delivery partners and then consolidated and reviewed by Collingwood before being shared with us for review and reporting.
We have assumed that teachers are an impartial and accurate provider of student numbers, with clear knowledge of the groups allocated to SMASHED. We have also assumed that students participating in SMASHED Live and Online have adequate literacy skills to understand and complete written evaluation forms.
Limitation
We consider double counting to be highly unlikely, given the activity is only delivered once to any audience within the curricular requirements for the year. No unique personal identifiers are collected, for data privacy reasons.
We avoid having schools run SMASHED Live and Online concurrently by offering only a single option in the vast majority of countries. Where two programmes are available, we mitigate the risk of duplication by offering programmes strategically to different school areas. In the unlikely event a school uses SMASHED Online and SMASHED Live, we assume that the school will utilise courses for different student groups. We mitigate the risk further by checking participating school data quarterly and communicating with teachers.
We have assumed that the number of students expected to either repeat a year group or change secondary schools is negligible, based on the most recent statistics from third parties.
300


TargetExtend our UNITAR partnership, and promote changes in attitudes to drink driving, reaching five million people by 2030
Performance measure
Number of people educated about the dangers of drink driving
Number of people who confirmed attitudinal change on the dangers of drink driving through the Diageo supported programme
Number of law enforcement officers trained through the UNITAR High Visibility Enforcement (HVE) programme.
Definition
We run two programmes that aim to address the dangers of drink driving. Our Wrong Side of the Road (WSOTR) programme, primarily delivered online, is designed to help people understand the consequences of drink driving by listening to the repercussions for people who decided to get behind the wheel after drinking. All stories are real and aim to help prevent other people from making the same mistakes. The purpose is to show the effects that this decision can have on the individual and the people around them, helping viewers to consider what would happen if they were in a similar situation.
We also partner with UNITAR on its high-visibility enforcement training programme, an online training course which aims to help government and law enforcement officials design and implement interventions that contribute to reducing the number of alcohol-related fatalities and injuries.
Changed attitudes: A person who confirmed a changed attitude is someone who responds to the post-experience survey by stating that they are less likely to drink and drive because of participating in the Diageo learning experience.
Scope exceptionFor programmes that are partially funded by Diageo, we only claim the proportion of people educated that our funding contributes to.
Reporting period1 July to 30 June. Our baseline year is fiscal 22.
Data preparation
To measure attitude change, at least 20% of WSOTR participants are assessed through a pre- and post-programme survey as to whether they are less likely to drink and drive because of their participation.
The different formats are reported in the following ways:
Online: The online completions are reported daily through a data report pulled from Diageo’s internal PowerBi system.
Online through third parties: Depending on the format, their numbers can either be generated by the main system through the daily report or through their own reports. They must provide back-up data, which is then validated by the Diageo global team.
Offline: In markets where internet access is a challenge, we have tailored the experience to be used offline at events or high-footfall locations. Completions are captured on forms that are then collated and input to a report. These reports are submitted quarterly and reviewed and verified by the global team.
Limitations-
301


Doing business the right way
from grain to glass

We want to do business in the beerright way every day, everywhere. This is about ensuring our people and spirit categories,suppliers demonstrate integrity, live our values, and behave in an ethical way that underpins our Code of Conduct. We expect everyone who works for us and alongside us to uphold human rights and stand up for what is right, as we have undertaken activitiesgrow sustainably and responsibly.

Governance and ethics
Working with integrity is an important part of who we are and how we achieve our performance ambition to increase our production capacity to address our anticipated future demand.
The major facilities with locations, principal activities,be the best performing, most trusted and respected consumer products representedcompany in the below table:world.

Performance measureCode of Business Conduct Mandatory Training
DefinitionAnnually, we request all Diageo employees to complete the Code of Business Conduct e-learning. This requires employees to confirm their commitment to their compliance and ethics accountabilities, and certify that they have read, understood, and complied with our Code of Business Conduct and supporting Global policies.
Scope exceptionEmployees on long-term leave e.g. family leave, sickness leave.
Data preparationWe deliver the Code of Business Conduct e-learning through our global online training tool, My Learning Hub, which holds a record of who has participated in and completed the course. Participation and completion records are reported to market and function leadership teams and reviewed by Business Integrity leads.
Limitation-

Performance measureSpeakUp
DefinitionWe inform all employees and third parties about our SpeakUp whistleblowing telephone service and online portal, which is available in all 20 of our Code languages. The service is run by an independent external party 24 hours a day, 365 days a year.
Scope exception-
Data preparationWe capture allegations reported either via SpeakUp or our internal channels in our global breach management tool.
Limitation-
Performance measureReported and substantiated breaches
DefinitionReported breaches are potential breaches of our Code of Business Conduct, policies or standards made known to the business, either via our SpeakUp service or brought to our attention internally. Substantiated breaches are those reports that ultimately result in sufficient evidence being gathered to support the concern raised.
Scope exception-
Data preparationWe update the number of substantiated breaches and Code-related leavers from previous years to include the outcomes of those reports made in one financial year – but for which the investigation and any associated disciplinary actions are not closed until the following financial year, after the Annual Report has been published. This enables us to make a full and accurate year-on-year comparison.
Limitation-
302


Our people
At Diageo, we strive to create an environment where all our people feel they are treated fairly and with respect. We commit to understanding what it means to act with integrity in our roles, to ensure we are doing business in the right way, meeting external expectations and our own standards. Our global health and safety ambition and strategy are designed to ensure all our people are safe when working, on site, at home and on the road, every day, everywhere.
Employee profile data
LocationPerformance measurePrincipal activitiesAverage number of employees by region by genderProductsAverage number of employees by role by gender
United KingdomDefinitiondistilling, bottling, warehousing, RTD canning, Filling/Disgorging, cooperage, visitor centreEmployees have been allocated to the region in which they reside.
Employees have been allocated to the role in which they occupy.
We define Executive as a member of the Executive Committee; Senior Manager (SL, L2, L3) as those in top leadership positions excluding Executive Committee members; Line Manager as all Diageo employees (excluding Executive Committee members and Senior Managers) with one or more direct reports; and Supervised employee as all remaining Diageo employees (excluding Executive Committee members, Senior Managers and Line Managers) who have no direct reports.
Scope exceptionbeer, scotch whisky, gin, vodka, rum, RTDAll Diageo employees are in scope for this performance measure. However, people data from joint ventures and associates where Diageo does not have operational control are not included.All Diageo employees are in scope for this performance measure. However, people data from joint ventures and associates where Diageo does not have operational control are not included.
IrelandData preparation
Total employee data comprises our average number of FTE employees across 12 months. Employee data is captured globally through financial and HR information and reporting systems.
Employee type includes Regular, Graduates and Fixed Term Contract (FTC) across all markets. Data from markets where Diageo has not implemented its global HR system is collected by local HR teams to form a total Diageo view.
Employee data comprises our average number of FTE employees across 12 months except Executives, which are reported as of 30 June 2023 because of the small population size. Employee data is captured globally through financial and HR information and reporting systems.
Employee type includes Regular, Graduates and Fixed Term Contract (FTC) across all markets. Data from markets where Diageo has not implemented its global HR system is collected by local HR teams to form a total Diageo view.
Limitation
Joint operations are included but, where Diageo does not have operational control, only high-level regional data is available.
Markets where our global HR system, Workday, is not in place are reliant on manual data collection or, in some cases, we may not be able to obtain data. These markets include Ypioca, Zacapa, United Spirits Limited – India (partial), Casamigos, Balcones, Davos, Vietnam Spirits and Wine, Don Papa Rum, Moet Hennessy Diageo, Korea (partial), Japan JWS, Angola and Northern Cyprus.
Joint operations are included but, where Diageo does not have operational control, only high-level regional data is available.
Markets where our global HR system, Workday, is not in place are reliant on manual data collection or, in some cases, we may not be able to obtain data. These markets include Ypioca, Zacapa, United Spirits Limited – India (partial), Casamigos, Balcones, Davos, Vietnam Spirits and Wine, Don Papa Rum, Moet Hennessy Diageo, Korea (partial), Japan JWS, Angola and Northern Cyprus.

303


Health and safety
Performance measureliquid production, blending, brewing, bottling, packaging, warehousingbeer and BaileysLost-time accident frequency rate (LTAFR)
ItalyDefinition
The LTAFR is the number of lost-time accidents (LTAs) per 1,000 full-time employees (Occupational Health & Safety (OH&S) FTE).
We define an LTA as any work-related incident resulting in injury or illness, where a healthcare professional or Diageo recommends one or more full days away from work, or where a job restriction or modification prevents the employee from conducting their routine tasks and activities and from working a full shift.
We consider an injury or illness to be work-related when an event or exposure in the work environment (including people working at home) either caused or contributed to the resulting condition, or significantly aggravated a medically documented and treated pre-existing injury or illness.
LTA numbers also include any OH&S FTE work-related fatalities.
In line with industry best practice, for the purposes of calculating this KPI, we include all Diageo employees, as well as temporary staff and contractors who work under our direct day-to-day supervision in our definition of OH&S FTE.
Scope exceptiondistilling, bottling, warehousingvodka, rum, RTD, non-alcoholicWe have looked closely into which home-working injuries should be in scope for reporting: for example, an injury would be in scope if caused by an activity involving work-related equipment, such as an employee injuring a finger by getting it trapped in a laptop cover. If the injured person did not report the accident on the same shift to their immediate line manager and/or Diageo point of contact, unless there are reasonable grounds, this accident is not in scope as work-related.
MexicoData preparationdistilling, bottling, warehousingtequila
We collect and report safety data for all sites where we have full operational control, including all office sites. It includes newly acquired businesses as soon as resources and systems are in place, and no later than one year after we have assumed operational control. We exclude safety data associated with any divestments during the current reporting year from reporting in the current period.
When an incident occurs at any site (operational, corporate office, remote commercial and remote home-working environments), the local line manager and local health and safety team will initiate an accident investigation and root-cause analysis. If the accident is classified as an LTA, then the local health and safety representative will escalate to the site leadership team, who will in turn escalate to regional, market and global leadership. Each month, sites are required to submit details associated with all incidents, accidents and LTAs, as well as OH&S FTE data for their site. OH&S FTE data is primarily obtained directly from the global HR/payroll system or estimated using employee numbers, average number of hours worked, absences and overtime information, if actual data is not readily available. Contractor agencies provide data on the hours worked by each contractor. This is then combined with Diageo employee data to calculate the total FTE data for the month. Safety data and OH&S FTE data is reported at site level using our global data management system.
IndiaLimitationdistilling, bottling, warehousing, tradingrum, vodka, whisky, scotch, brandy, gin
United States, Canada, US Virgin Islandsdistilling, bottling, warehousing, shipping, RTD canning, visitor centrevodka, gin, tequila, rum, Canadian whisky, American whiskey, progressive adult beverages, RTD
East Africa (Uganda, Kenya, Tanzania)distilling, brewing, bottling, packaging, warehousingbeerWe do not report LTAFR for independent contractors because of the difficulty and spirits
Nigeriadistilling, brewing, bottling, packaging, warehousingbeer and spirits
South Africadistilling, bottling, warehousingspirits
Africa Regional Markets (Cameroon, Ghana, Seychelles)distilling, brewing, bottling, warehousingbeer and spirits
Turkeydistilling, bottling, warehousingraki, vodka, gin, liqueur, wine
Brazildistilling, bottling, RTD canning, warehousingcachaça, vodka, RTD
Australiadistilling, bottling, warehousing, RTD canning & bottlingrum, vodka, gin, RTDadministrative burden in accurately recording headcount.



Performance measureTotal recordable accident frequency rate (TRAFR) less than 3.5
Definition
TRAFR is the sum of all work-related accidents including OH&S FTE/non-FTE (contractors) fatalities on Diageo premises, OH&S FTE/non-FTE LTAs, OH&S FTE medical treatment cases (MTC), and non-FTE permanent location-based MTCs, expressed as rate per 1,000 OH&S FTEs plus permanent location-based non-FTEs.
We consider an injury or illness to be work-related when an event or exposure in the work environment (including people working at home) either caused or contributed to the resulting condition, or significantly aggravated a medically documented and treated pre-existing injury or illness.
Scope exceptionAs under LTAFR
Data preparationAs under LTAFR
LimitationWe do not report MTCs for non-site-based contractors.

Performance measureNumber of fatalities
Definition
A fatality includes any work-related fatality of an employee or contractor under our direct supervision in their day-to-day work environment (on or off our premises), or any work-related fatality suffered by a third-party or contractor (non-FTEs) while on our premises.
We consider a fatality to be work-related when an event or exposure in the work environment (including people working at home) either caused or contributed to the event.
Scope exception-
Data preparationAs under LTAFR
Limitation-

304


Performance measureLost-time injury frequency rate (LTIFR)
DefinitionLost-time injury frequency rate (LTIFR) is a standard Occupational Safety and Health Administration (OSHA) metric that measures the number of lost-time injuries occurring in a workplace per one million hours worked.
Scope exceptionAs under LTAFR
Data preparationAs under LTAFR
LimitationWe do not report LTIFR for independent contractors because of the difficulty and administrative burden in accurately recording headcount.

Performance measureLost-time injury rate (LTIR)
DefinitionLTIR is a standard OSHA metric that calculates the number of lost-time injuries occurring in a workplace per 200,000 hours worked.
Scope exceptionAs under LTAFR
Data preparationAs under LTAFR
LimitationWe do not report LTIR for independent contractors because of the difficulty and administrative burden in accurately recording headcount.





Performance measureEmployee Engagement Index
DefinitionThe Employee Engagement Index is calculated as the percentage of respondents who answer positively to three questions in our Your Voice survey: I am proud to work for Diageo; I would recommend Diageo as a great place to work; I am extremely satisfied with Diageo as a place to work.
Scope exception
Reporting periodThe data was collected between 6 and 31 March 2023, so the results are based on feedback from participants in that particular window.
Data preparationThe index is calculated from an anonymous annual survey run by an independent third-party.
LimitationContractors and employees on long-term leave are excluded.
305


Champion inclusion and diversity
Championing inclusion and diversity is at the heart of what we do, and is crucial to our purpose of ‘celebrating life, every day, everywhere’.
We have set ourselves ambitious goals to drive progress, inside our business and beyond. They range from increasing representation of women and people from ethnically diverse backgrounds in our leadership, to using our media spend and influence to promote progressive portrayals in marketing, working with diverse creative teams and diverse-owned suppliers and supporting people in our local communities with hospitality and business skills.
AmbitionChampion gender diversity, with an ambition to achieve 50% representation of women in leadership roles by 2030
Performance measurePercentage of female leaders globally
DefinitionLeadership roles comprise Executive Committee members (Exec), Senior Leaders (SL), Level 2 (L2) and Level 3 (L3) roles, some of which will be vacant at any point in time. Employee type includes those on regular and fixed-term contracts.
Scope exceptionNon-Executive Directors and extended workers (agency workers, independent contractors, freelancers and consultants) are not in scope, nor are joint ventures, joint operations or associates where Diageo does not have operational control.
Data preparation
The KPI is calculated as the average of filled leadership roles at the end of each of the four quarters across the fiscal year. The total leadership population is calculated from markets that collect gender information through Workday, enabling all employees in scope to self-disclose this information. Gender data is disclosed by employees themselves on a voluntary basis on our online Human Resources system (Workday). All leaders in scope have the ability to disclose gender information on Workday.
LimitationsWhere employees have chosen not to declare their gender, this information is excluded from the gender representation data.
AmbitionChampion ethnic diversity with an ambition to increase representation of leaders from ethnically diverse backgrounds to 45% by 2030
Performance measurePercentage of ethnically diverse leaders globally
Definition
Leadership roles comprise Executive Committee members (Exec), Senior Leaders (SL), Level 2 (L2) and Level 3 (L3) roles, some of which will be vacant at any point in time. Employee type includes those on regular and fixed-term contracts.
We define ethnically diverse as those ethnic groups who are, or were historically, systematically under-represented, disenfranchised and/or economically excluded.
Ethnically diverse people can be a majority or a minority in a country.
Scope exceptionNon-Executive Directors and extended workers (agency workers, independent contractors, freelancers and consultants) are not in scope, nor are joint ventures, joint operations or associates where Diageo does not have operational control.
Data preparation
The KPI is calculated as the average of filled leadership roles at the end of each of the four quarters across the fiscal year.
Ethnicity data is disclosed by employees on a voluntary basis on Workday. The relevant ethnicity fields are based on the country in which the individual is employed to ensure all are culturally relevant.
Ethnicity is selected by individuals within the Leadership population from a pre-defined list that encompasses those ethnic types most readily seen within the specific country, based on local census and governmental data.
We determined eight categories of ethnicity, considering Diageo’s market footprint, historic under-representation and alignment across regions: Asian, Black, Hispanic/Latin American, Indian, Indigenous, Middle Eastern and Turkish, Mixed and Other Ethnic Groups. If an individual has identified as another type of local ethnicity, the people analytics team manually assign them to the closest fit, for the purposes of this data gathering exercise only.
Although employees based in India (Diageo India and Diageo Global Business Operations) are on the Workday system, they do not submit ethnicity data through Workday due to cultural sensitivities. So, self-disclosure is not the basis for data capture. Nationality is obtained by the local HR team through official identification documents by employees during the onboarding process and disclosed on Workday. Indian nationals are recorded by HR as being of Indian ethnicity. For India-based employees not of Indian nationality, the local HR director confirms their ethnicity through a confidential conversation with the individual.
Based on a third-party study commissioned by Diageo, ‘Hispanic/Latin American’ is adopted as a term to categorise all people originating from the Latin America and Caribbean (LAC) region, including both indigenous and historically migrant populations. For the purposes of this data gathering exercise, all employees identifying as White with a LAC nationality have been recorded as Hispanic/Latin American. Non-LAC nationals are mapped to their identified ethnicity.
LimitationsEmployees who identify as White, declined to self-identify or have not disclosed their ethnicity are not counted as ethnically diverse.
306


AmbitionAccelerate inclusion and diversity in our value chain, increasing the share of our global spend with diverse-owned and disadvantaged businesses to 15% by 2030
Performance measurePercentage of spend with diverse-owned and disadvantaged businesses
Definition
We define diverse-owned suppliers as for-profit businesses majority owned and operated by under-represented communities, including (but not limited to) women, ethnic minorities, LGBTQIA+, people with disabilities and other minority groups identified in the markets where we source.
Although we try to define diverse businesses consistently across all our markets, we recognise that diversity can differ across geographical regions, cultures and communities. This means that we define ethnic minority groups on a local level rather than global. In addition, in some markets, we have identified other regionally specific under-represented groups to make sure we are as inclusive as possible.
Disadvantaged businesses include smallholder farmers. The UN’s Food and Agriculture Organization describes a smallholder farmer as one who farms an area below the median threshold of their country. For the purposes of supplier diversity reporting, we consider a smallholder farmer in Africa to be one that farms an area of less than ten acres. In other markets, we use locally recognised guidance, such as for agave farmers in Mexico where the Consejo Regulador del Tequila defines this as 50,000 plants. These suppliers, which can be individuals or farm families, are widely considered to be disadvantaged because of factors including their size and exposure to global commodity markets.
Where our direct suppliers are not diverse-owned, we will consider spend with disadvantaged businesses in their own value chains. This is considered as tier two direct diverse spend.
Scope exceptionSpend from categories that are deemed as non-influenceable is excluded from our baseline spend and diverse spend calculations. Examples include customs charges, taxation and charitable donations.
Data preparation
Our total global spend is extracted from our global enterprise software, SAP, and also from other local market enterprise resource planning systems, with spend identified as non-influenceable deducted from this amount. Our spend with diverse-owned and disadvantaged suppliers is calculated as a percentage of this total spend, and is considered our tier 1 diverse spend total.
We ask our direct suppliers who are not diverse-owned to report their spend with diverse-owned business in their supply chains, and we calculate our tier 2 diverse total from these submissions.
Our tier 1 and tier 2 spend calculations are combined and are reflected in the total spend reported against this target.
Limitations-

AmbitionProvide business and hospitality skills to 200,000 people, increasing employability and improving livelihoods through Learning for Life and our other skills programmes
Performance measureNumber of people reached through Learning for Life and other skills programmes
DefinitionOur business and hospitality skills training programmes, including Learning for Life, aim to increase participants’ employability, improve livelihoods and support a thriving hospitality sector that works for all. The core curriculum includes modules on technical skills, life skills and inclusion and diversity.
Scope exceptionOnly markets running business and hospitality programmes are in scope. Markets with no such programmes are Australia, South Korea, Turkey and Eastern Europe. For entrepreneurship programmes to be included, the metric owner determines that the initiatives are appropriate to be included under the definition of providing business or hospitality skills related to our value chain.
Data preparation
We collate the number of beneficiaries of Learning for Life and other skills programmes through participant programme completion records (collected face to face or via our online training systems) maintained by Diageo programme managers or third-party delivery partners.
We make sure double counting is avoided through programme registration and completion records.
LimitationAccuracy relies on the quality of data provided by our third-party delivery partners.

307


AmbitionThrough the Diageo Bar Academy (DBA), we will provide 1.5 million training sessions delivering skills and resources to help build a thriving hospitality sector that works for all
Performance measureNumber of participations in training sessions delivered through Diageo Bar Academy
Definition
We measure the number of participations in DBA training sessions. One individual could receive multiple training sessions and each training participation would count towards our target.
The DBA delivers a range of hospitality skills training to owners, managers, bartenders and wait staff with the objective of raising professional standards in the industry and helping professionals and businesses to thrive. Examples of course content include alcohol category knowledge, drink preparation skills, serving skills including responsible serving, business and bar management skills.
Training includes physical, virtual, e-learning and masterclass tutorials.
Scope exception-
Data preparation
Participants in all these DBA trainings are included in this performance measure.
Diageo obtains data on the number of participations in trainings delivered in different ways depending on the types of course, as outlined below:
Physical training: attendance number in face-to-face sessions delivered to groups of participants
Virtual training: attendance number in live online sessions
E-learning: number of completions of self-directed learning courses
Masterclass: number of attendances at Live Tutorials and number of viewers of the recorded sessions
From fiscal 23 we include online training data from China, where different digital platforms are used.
LimitationAccuracy of data in case of physical trainings relies on third-party delivery partners.

AmbitionEnsure 50% of beneficiaries of our community programmes are women and that our community programmes are designed to enhance diversity and inclusion of under-represented groups
Performance measurePercentage of beneficiaries of our community programmes who are women
DefinitionFor Learning for Life (or equivalent) programmes, we measure the number and percentage of women who have gained business and hospitality skills.
Scope exceptionOur scope currently includes female beneficiaries of registered business and hospitality skills programmes. In future, the scope of this target will also include female representation on our water sanitation and hygiene (WASH) committees and women who benefit from initiatives such as our smallholder farmer programmes.
Data preparationFor Learning for Life programmes (and other skills programmes), we collect data on the number of female participants through training records managed by Diageo programme managers or third-party delivery partners.
LimitationAccuracy relies on the quality of data provided by our third-party delivery partners.
308


Pioneer grain-to-glass sustainability

Our continued long-term success depends on the people and planet around us. Our work to pioneer grain-to-glass sustainability is divided into three areas: preserve water for life, accelerate to a low-carbon world and become sustainable by design.
Our water stewardship strategy, ‘Preserve Water for Life’, outlines how we manage water in our supply chain, operations and communities, as well as advocate for collective action to improve water security. We started our decarbonisation journey in 2008, and we aim to reach net zero across our direct operations by 2030, using 100% renewable energy everywhere we operate. We are also committed to reducing our value chain carbon emissions by 50% by 2030. We are working to reduce our carbon footprint by reducing packaging, increasing recycled content and are focusing on regenerative agriculture.

Preserve water for life
Our strategy is based on best practice water stewardship in three areas: water accessibility, availability and quality. We are also working in partnership to better manage water globally and to lead collective action in critical water basins.

TargetReduce water use in our operations with a 40% improvement in water-use efficiency in water-stressed areas and a 30% improvement across the company
Performance measureWater use efficiency per litre of product packaged (Litres/Litre)
Additional performance measurePercentage improvement in litres of water used per litre of product packaged from the prior year
Definition
We prepare and report water withdrawal (use) from sites where we have operational control, using internally developed reporting methodologies based on the GRI Standards.
Water withdrawal includes water obtained from ground water, surface water, mains supply and water delivered to the site by tanker, less any clean water provided back to local communities directly from a site. Uncontaminated water abstracted and returned to the same source under local consent, water abstracted from the sea, and rainwater collection are excluded from reported water withdrawal data.
For water-stressed only: We define water-stressed areas using the World Resources Institute (WRI) Aqueduct tool, UN definitions and internal survey information. During the reporting period, we identified 40 of our sites as located within water-stressed areas. An assessment of our sites located in water-stressed areas is completed every two years and includes any new-build or acquired sites and excludes any sites divested.
Scope exceptionThe volume of water used at Diageo-operated agricultural lands – in Brazil, Mexico and Turkey – is quantified and reported separately.
Data preparation
Water withdrawal(use) is measured primarily from meter readings and invoices. In limited cases, estimates are used. Water efficiency per litre of packaged product is calculated by dividing total water withdrawal by the total packaged volume.
We use litres of packaged product as the measure for comparison, because this indicates how much water has been used relative to the amount of finished product that has been packaged. We measure litres of packaged product by site and aggregate them at group level. For fiscal 23, the total volume packaged used for the denominator in efficiency indicators is 3,801,239,185 litres.
LimitationIn limited cases (e.g., failure or malfunction of water meters), estimates are used for water withdrawals.

309


TargetReplenish more water than we use for our operations for all of our sites in water-stressed areas by 2026
Performance measure
Annual volumetric replenishment capacity of projects developed (m3)
Definition
This performance measure is total water replenishment capacity created in fiscal 23 in water-stressed areas. We define replenishment (or volumetric water benefit), in line with the WRI, as the volume of water resulting from water stewardship activities that modify the hydrology in a beneficial way and/or help reduce shared water challenges, improve water stewardship outcomes, and meet the targets of Sustainable Development Goal 6.
Replenishment capacity created by replenishment projects is calculated by reference to Diageo’s Water Replenishment Implementation Guide and Technical Protocol. When projects are delivered by a third-party and partially funded by Diageo, to avoid double counting, we only claim the proportion of volumetric capacity attributable to Diageo.
We define water-stressed areas using the WRI Aqueduct tool (at the Minor Basin level), UN definitions and internal survey information. During the reporting period, we identified 40 of our sites as located within water-stressed areas. An assessment of our sites located in water-stressed areas is completed every two years and includes any new-build or acquired sites and excludes any sites divested. In order to be considered within the annual volumetric replenishment capacity, replenishment projects need to be in a water-stressed area (i.e., a site’s water catchment and/or water-stressed water basins from which we source local raw materials).
The methodology for calculating the volume of water replenished for Diageo’s Water Replenishment Programme is based on the WRI’s Volumetric Water Benefit Accounting: A Method For Implementing and Valuing Water Stewardship Activities (2019, www.wri.org/research/volumetric-water-benefit-accounting-vwba-method-implementing-and-valuing-water-stewardship), which is a “comprehensive, standardised and science-based methodology to calculate and evaluate the benefits of water stewardship activities.” We detail the approach adopted and mathematical calculations applied in the Diageo Water Replenishment Programme Technical Protocol (2019) and provide a step-by-step implementation guide for markets to ensure consistency and robust controls: Diageo Water Replenishment Implementation Guide (2022).
Scope exception
Reporting period1 June to 31 May (previously 16 June to 15 June; see under Limitation, below).
Data preparation
Data required to calculate the indicative volume of water replenished is collected by an implementation partner and confirmed on completion of the project. This data is then validated by an external validator, and confirmed by the Diageo global lead for water. The Diageo Water Replenishment Implementation Guide provides templates for calculating water volume replenished – the estimated volumes are pre-validated by the global team before the project is implemented. Volumes are then validated again after the commissioning of the project.
The project volumes for fiscal 26 are restated every year to reflect latest estimates and previous fiscal actuals.
LimitationThe complexity of gathering data from multiple projects globally means there can be a delay in reporting information. This means we currently include data from projects completed by 31 May 2023 to allow us to consolidate data by fiscal year end.
310


TargetInvest in improving access to clean water, sanitation and hygiene (WASH) in communities near our sites and local sourcing areas in all of our water-stressed markets
Performance measurePercentage of water-stressed markets with investment in WASH
Definition
This target tracks funding committed and spent on new WASH facilities to improve local community access to clean water, sanitation or hygiene in communities within the same water basin as our sites and local sourcing areas.
We usually define Diageo’s markets as countries or locations where we operate or sell our products. To ensure comprehensive coverage, this KPI instead defines each market as an individual country, as set out on page 40. This means that the KPI considers water stress and investment at a country level, rather than at a market level.
We define water-stressed areas using the WRI Aqueduct tool at the minor basin level, UN definitions and internal survey information. During the reporting period, we identified 40 of our sites across 12 countries as located in water-stressed areas, with 34 of these locations currently operational and six non-operational. An assessment of our sites located in water-stressed areas is completed every two years and includes any new-build or acquired sites and excludes any sites divested.
The KPI is calculated as a percentage of the number of water-stressed markets in which Diageo has invested in WASH programmes in the same minor water basin as the site, divided by the total number of (in scope) water-stressed markets in which Diageo operates.
Scope exception
The scope excludes water-stressed markets in which Diageo operates where there is no demand or requirement for new community WASH projects (Turkey, Indonesia, Seychelles).
These exclusions are verified by an expert implementing partner, and are based on government, WRI or World Health Organization information on WASH risk and availability.
It also excludes Diageo WASH projects in markets that are not assessed as water stressed or where we do not have direct operations (for example, Myanmar).
Reporting period1 June to 31 May
Data preparationData on the WASH programmes, including locations, clean water yield, and the number of people (including the number of women) who benefit is calculated by NGO delivery partners and validated by an external validator.
The KPI is calculated as a percentage, i.e., the total number of water-stressed markets in which Diageo has invested in WASH programmes divided by the total number of (in scope) water-stressed markets in which Diageo operates.
LimitationThe complexity of gathering data from multiple projects globally means there can be a delay in reporting information. This means we currently include data from projects completed by 31 May 2023 to allow us to consolidate data by fiscal year end.

TargetEngage in collective action in all of our priority water basins to improve water accessibility, availability and quality and contribute to a net positive water impact
Performance measurePercentage of priority water basins with collective action participation
Definition
We identify priority water basins using a Diageo criticality assessment (based on expert judgement and consumption volumes) and those facing high water risk, according to the WRI Aqueduct tool. These basins would benefit most from Diageo operational sites participating in collective action to address identified water challenges.
Collective action in water stewardship includes multi-stakeholder water management initiatives or projects that involve interaction with government entities, local communities, NGOs and/or civil society organisations.
Scope exception
Data preparationPriority water basins with collective action participation are reported at country level and tracked by the Diageo global metric owner.
Limitation
311


Accelerating to a low-carbon world
We know that our planet needs significant, science-based action to create a sustainable future. We have set ourselves bold targets to reach net zero carbon across our operations and to work with our suppliers to reduce our value chain carbon emissions by 50% by 2030.
TargetBecome net zero carbon in our direct operations (Scope 1 and 2)
Performance measure
Total direct and indirect carbon emissions by weight (market/net based) (1000 tonnes CO2e)

Additional performance measures
Percentage reduction in absolute carbon emissions (direct and indirect carbon emissions by weight (market/net based)) from the prior year

Market based (net) intensity ratio of GHG emissions (grams CO2e per litre of packaged product)
Definition
Scope 1 and 2 emissions are presented as the absolute GHG emissions (Direct – Scope 1 emissions from on-site energy consumption of fuel sources and Indirect – Scope 2 emissions from purchased electricity and heat) in 1000 tonnes CO2e using market-based reporting methodology. Market-based GHG emission intensity ratio is calculated as grammes per CO2e per litre, using direct operations packaged product volume in litres for fiscal 23.
Scope exception
We exclude minor quantities of Scope 1 emissions up to 0.5% of a site's emissions, to a maximum of 50 tonnes CO2e per emission source, as well as the carbon emissions associated with biogas flaring, since they are determined to be insignificant to our overall impacts. More details can be found in the Scope section of General Reporting methodology and boundaries, covering both non-environmental and environmental metric reporting.
Biological/biogenic CO2 emissions from the combustion of bioenergy, and from direct operations processes such as fermentation to create alcohol are outside of scope and are reported separately. However, bioenergy CO2e emissions associated with methane and nitrous oxides that are not absorbed in bioenergy feedstock growth are included in Scope 1 emissions.
We do not include carbon offsets or credits in the Scope 1 and 2 GHG emissions market-based approach.
312


Data preparation
We calculate CO2e emissions data based on direct measurement of energy use (meter readings/invoices) for the majority of sites.
Market-based emissions
We externally report Scope 1 and 2 GHG emissions using metric tonnes of CO2e to compare the emissions from the seven main GHGs based on their global warming potential. We base our CO2e reduction targets and reporting protocols (since 2007) on market-based emissions.
Direct (Scope 1) emissions
We report fuel consumption by fuel type at site level using the environmental management system. Using calorific values, the fuel is then converted to energy consumption, in kilowatt hours (kWh), by fuel type, and is multiplied by the relevant CO2e emission factor to derive total CO2e emissions. Scope 1 emission factors for fuels are typically average fuel CO2e emissions factors and calorific values (the latest available at the end of the reporting year) from the UK Government Department for Energy Security and Net Zero. We apply product-specific factors, where available. Energy attribute certificates (EACs), derived from our distillery by-product feedstock and processed by a third-party to generate biomethane, form a component of our decarbonisation, together with purchased renewable gas EACs (i.e., from certificate-backed biomethane supplied indirectly through the natural gas grid). This is reflected in data preparation and aggregation.
Indirect (Scope 2) emissions
We report GHG emissions from electricity as market-based emissions in line with the WRI/WBCSD GHG Protocol Scope 2 guidance 2015. Electricity consumption recorded on our environmental management system is multiplied by emissions factors specified in EACs, contracts, power purchase agreements and supplier utility emissions, as detailed in the GHG Protocol’s Scope 2 guidance. We use GHG Protocol Scope 2 guidance to ensure EACs and associated contractual instruments meet the required standards. GHG emission factors relating to indirect emissions are updated with the latest available by end of the financial year.
Fugitive and owned agricultural (Scope 1) emissions
We calculate fugitive emissions based on the amount of emitted ozone-depleting substances and fluorinated gases, multiplied by the relevant emission factor to represent the global warming potential in tonnes of CO2e. Annually, each site reports the quantity (mass) of each material/gas emitted based any added/topped-up amount, reported via the environmental management system. The mass of each of emitted ozone-depleting substance and fluorinated gas is multiplied by the relevant emission factor and then added together to report the equivalent GHG emissions in tonnes of CO2e.
We calculate agricultural emissions from direct operations owned and operated agricultural land only based on fertiliser use. The annual quantity (mass) of inorganic fertiliser is multiplied by the percentage of nitrogen content and by the relevant GHG emission and conversion factors (i.e., nitrogen to nitrous oxide, nitrous oxide GHG emission factor) to determine the equivalent tonnes CO2e emissions.
Scope 1 and Scope 2 data aggregation
Total direct and indirect carbon emissions by weight (market/net based) (1,000 tonnes CO2e) is the aggregation of Scope 1 and 2 GHG emissions with fugitive and owned agriculture emissions for external reporting annually. The percentage reduction in absolute carbon emissions (direct and indirect carbon emissions by weight (market/net based)) from the prior year is a percentage change calculation with reference to the corresponding prior year figure.
Our net zero emissions target for 2030 remains consistent with earlier reporting protocols and is based on market-based emissions.
GHG emission intensity ratios
Total, aggregated direct operations market-based emissions (as detailed above) are divided, by the volume of direct operations packaged product reported in the same period. The market-based emissions are converted to grammes of CO2e and the volume of packaged product is reported in litres to generate relevant GHG emission intensity ratios in g CO2e/litre packaged. For fiscal 23, the total volume packaged used for the denominator in intensity indicators is 3,801,239,185 litres.
LimitationWhere invoices or site meter readings are not available – due, for example, to timing differences or metering issues – we estimate consumption.

313


TargetReduce our value chain (Scope 3) carbon emissions by 50%
Performance measure
Percentage reduction in absolute greenhouse gas emissions (ktCO2e) from the prior year
Definition
Scope 3 emissions are all indirect emissions that occur in the value chain of the reporting company, including both upstream and downstream emissions (but excluding Scope 2 emissions from purchased power and heat).
The CO2e emissions relating to all categories of materials and services within our value chain include those from purchased raw materials, packaging, third-party manufacturers, consumer use and disposal. We aggregate emissions from upstream and downstream logistics and distribution, including Category 4 logistics emissions. In addition, we include Category 2 capital goods, Category 3 fuels and energy-related activities, Category 5 waste generated in operations, Category 6 business travel and Category 7 employee commuting. The emissions attributable to all categories of materials and services provide a total value chain, Scope 3 footprint.
We do not include carbon offsets or credits in the Scope 3 GHG emissions market-based or location-based approach.
Scope exceptionAny categories of Scope 3 emissions not listed in the definition above are not currently included in our external reporting.
Data preparation
We report Scope 3 GHG emissions using metric tonnes of CO2e to compare the emissions from the seven main GHGs based on their global warming potential. We base our CO2e reduction targets and reporting protocols on real consumption location-based emissions. We report in line with the WRI/WBCSD GHG Protocol Corporate Value Chain (Scope 3) Accounting and Reporting Standard, 2011.
We calculate CO2e emissions data on the basis of the volume of materials purchased, services provided, capital equipment purchased and distances travelled for upstream/downstream logistics. Supplier-specific emission factors and/or emission factors from literature are then applied to the component type to derive an absolute CO2e emissions volume, in metric tonnes.

Limitation

TargetUse 100% renewable energy across all our direct operations 
Performance measureChange in percentage of renewable energy across our direct operations
Definition
We report total energy use and renewable energy use in megawatt hours (MWh) and/or terajoules (TJ). Total energy and renewable energy use are determined from direct and indirect energy consumption; energy generated on our sites and purchased energy. We determine direct energy (renewable/non-renewable) from the quantity of different fuel types (in metric tonnes, litres) of renewable and non-renewable fuels, and by applying the relevant calorific value (either from BEIS or the supplier). We measure indirect energy (renewable/non-renewable) in MWh and/or TJ from energy utilities or suppliers and/or by applying the relevant EACs.
For avoidance of doubt, we include directly connected renewable energy generated on or near our sites, where all energy is used on site and no EACs are created (e.g., roof-mounted solar panels with all generated renewable electricity used on site).
Scope exception
We exclude minor energy sources that account for less than 0.5% of a site's overall Scope 1 and 2 emissions, up to a maximum of 50 t CO2e of individual emission source. They are considered immaterial to our overall impact.
Data preparation
We report total energy and renewable energy in MWh and/or TJ. We calculate direct and indirect energy data based on the direct measurement of energy use (meter readings/invoices for volumes of fuel supplied) for the majority of sites.
We report fuel consumption by fuel type at site level using the environmental management system. Using calorific values, the fuel is then converted to energy consumption, in kWh, by fuel type and classified as either renewable or non-renewable based on fuel type or source. EACs, derived from our distillery by-product feedstock and processed by a third-party to generate biogas, together with purchased renewable gas EACs, are applied to relevant natural gas supplied to sites via a common carrier pipeline/network. This is reflected in data preparation and aggregation.
All indirect energy generated and used on site, along with purchased indirect energy supplied through the grid is classified as renewable by the allocation of EACs, contracts, power purchase agreements and supplier specific utility factors, where relevant.
To achieve the percentage of renewable energy use, we divide total renewable energy into direct and indirect energy supplies (in MWh) by total energy use, comprising all reported energy sources (MWh).
LimitationEnergy data is calculated based on direct measurement of energy use (meter readings/invoices) for the majority of sites. Where invoices are not available – due, for example, to timing differences – consumption is estimated. These instances account for less than 1% of the total.

Become sustainable by design
We have already made progress in reducing our environmental impact, and we continue to work hard to meet our ‘Society 2030: Spirit of Progress‘ targets and become sustainable by design by reducing packaging, increasing recycled content and eliminating waste.

314


TargetAchieve zero waste in our direct operations and zero waste to landfill in our supply chain
Performance measurePercentage reduction in total waste sent to landfill from the prior year
DefinitionWe record the type and quantity of all waste to landfill using our internal environmental reporting methodologies and GRI Standards. The definition of waste to landfill includes all hazardous waste and all unwanted or discarded material produced in solid, sludge or liquid form from manufacturing and office sites, except asbestos waste and/or other waste required by national or state legislation to be landfilled in either specified registered sites or other landfill sites. The definition includes all refuse, garbage, construction debris, treatment and process sludge, and materials that a site has been unable to reclaim, reuse or recover.
We consider we have achieved zero waste to landfill if we have disposed of less than 0.2% of baseline waste-to-landfill volume during the year. Some 0.2% of baseline waste-to-landfill volume equates to 200 tonnes and excludes any waste we are required to dispose to landfill under local regulations.
Scope exception
Data preparationSites typically collect primary waste data from weighbridge tickets and invoices from waste handlers. Data is reported by waste type at site level using the environmental management system.
LimitationIncidents may occur where small quantities of waste are sent to landfill by accident or because of operational changes, such as acquiring new sites, changing who handles our waste and issues with waste disposal suppliers.

TargetContinue our work to reduce total packaging (delivering a 10% reduction in packaging weight)
Performance measurePercentage reduction of total packaging (by weight)
DefinitionWe determine changes to packaging weight by quantifying the weight reduction in grammes multiplied by the number of product lines (SKUs) affected, on an annualised basis.
Scope exception
Data preparationWe collate packaging material volume data from enterprise software, including SAP and other sources, for total volume of packaging purchased and weight. We verify weight data through quarterly supplier questionnaires.
LimitationReporting relies on suppliers' technical information and supporting supplementary information.

TargetContinue our work to increase recycled content on our packaging (increasing the percentage of recycled content of our packaging to 60%)
Performance measureChange in percentage of recycled content (by weight)
DefinitionWe determine recycled content by establishing the percentage weight of non-virgin materials used to generate the packaging components.
Scope exception
Data preparationWe collate packaging material volume data from enterprise software, including SAP and other sources, for the total volume of packaging purchased. We collect recycled content data through quarterly supplier questionnaires and then consolidate and internally verify it.
LimitationReporting relies on suppliers' technical information and supporting supplementary information.

TargetEnsure 100% of our packaging is widely recyclable (or reusable/compostable)
Performance measurePercentage of packaging recyclable (by weight)
DefinitionFor fiscal 23, we are reporting our 'technically recyclable' number. This includes packaging that is technically possible to recycle, but does not take into account whether the collection, sorting and recycling of the package happens in practice, at scale and at viable cost.
Scope exception
Data preparationPackaging material volume data is collated from enterprise software, including SAP (materials supplied) and other sources. It is then consolidated and internally verified, based on the best available information.
LimitationReporting relies on suppliers' technical information and supporting supplementary information.

315


TargetAchieve 40% recycled content in our plastic bottles by 2025, and 100% by 2030
Performance measurePercentage of recycled content in our plastic bottles used
DefinitionThis is determined by quantifying the metric tonnes of non-virgin plastic in the total volume of all plastic bottles used at each site or market reported through a plastics database.
Scope exception
Data preparationWe collate plastic material volume data from enterprise software, including SAP and other sources, for the total volume of plastics purchased. We collect recycled content data through quarterly supplier questionnaires and then consolidate and internally verify it.
LimitationReporting relies on suppliers' technical information and supporting supplementary information.

TargetEnsure 100% of our plastics are designed to be widely recyclable (or reusable/compostable) by 2025
Performance measurePercentage of recyclable (or reusable/compostable) plastic used
DefinitionFor fiscal 23, we are reporting our 'technically recyclable' number. This includes packaging that is technically possible to recycle, but does not take into account whether the collection, sorting and recycling of the package happens in practice, at scale and at viable cost.
Scope exception
Data preparationPackaging material volume data is collated from enterprise software, including SAP (materials supplied) and other sources. It is then consolidated and internally verified, based on the best available information.
LimitationReporting relies on suppliers' technical information and supporting supplementary information.

TargetProvide all of our local sourcing communities with agricultural skills and resources, building economic and environmental resilience (supporting 150,000 smallholder farmers)
Performance measureNumber of smallholder farmers in our supply chain supported by our smallholder farmer programme
Definition
We define a smallholder farmer as an individual or family farming an area of less than four hectares, for the primary markets in scope for this target. Our local sourcing communities are those where we engage directly with smallholder farmers, or indirectly through our suppliers.
We define providing agricultural skills and inputs aimed at improving the methods and activities used by smallholder farmers to farm effectively and sustainably by providing training or providing or facilitating access to farm inputs such as certified seeds and mechanisation.
Building economic and environmental resilience involves improving smallholders’ financial awareness, their family income and/or their understanding of how to act in a climate-smart way.
Scope exceptionOur work with smallholder farmers is currently focussed around sorghum value chains in five countries in Africa. For Fiscal 23, we focussed efforts on Kenya. With this focus we have learned how to best deploy at scale.
Data preparation
Our sourcing teams and third-party partners track the number of smallholder farmers undergoing training and education or being provided with access to farm inputs both manually and directly into our new digital platform. The baseline year for our smallholder programmes is fiscal 22.
The performance measure is refreshed each year, rather than accumulated over consecutive years, to evidence evolution of the number of smallholder supported on a year-by-year basis.
LimitationMonitoring is likely to evolve over time, because collecting data at smallholder-farm level is complex, with a heavy reliance on individuals, a lack of publicly available high-impact datasets and a lack of real-time data.

316


TargetDevelop regenerative agriculture pilot programmes in five key sourcing landscapes
Performance measureNumber of regenerative agriculture pilot programmes initiated
Definition
We define our key sourcing landscapes as locations from which we source our most material crops, in terms of volumes sourced, product dependency (e.g., agave for tequila) and contribution to our Scope 3 GHG footprint.
The programmes include:
On-the-ground programmes with farmers to test and integrate regenerative and low-carbon practices in crop production systems
On-farm measurements and data collection protocols to track improvements in soil health, soil carbon, biodiversity, water stewardship and farm profitability
Collaborative programmes with our suppliers, other commodity off-takers, expert agronomists, technology providers, NGOs or specialist organisations
Scope exception
Data preparationData is consolidated for each pilot programme, tracking KPIs and reporting on improvements against key outcomes. The baseline year is fiscal 23. The baseline year for assessing the results of our first pilot programme, Guinness barley, is fiscal 23.
Limitation


317


Other additional information
Spirits and investments
Spirits are produced in distilleries located worldwide. The group owns 30 Scotch whisky distilleries in Scotland, two whisky distilleries in Canada and twothree in the United States. Diageo produces Smirnoff internationally. Ketel One and Cîroc vodkas are purchased as finished product from The Nolet Group and Maison Villevert, respectively. Gin distilleries are in both the United Kingdom and in Santa Vittoria, Italy. Baileys is produced in the Republic of Ireland and Northern Ireland. Irish whiskey is distilled at the Roe & Co distillery in Dublin. Rum is distilled in the US Virgin Islands and in Australia, Venezuela, and Guatemala and is blended and bottled in the United States, Canada, Italy and the United Kingdom, and is distilled in the US Virgin Islands and in Australia, Venezuela and Guatemala.Kingdom. Raki is produced in Turkey, Chinese white spirits are produced in Chengdu, in the Sichuan province of China, cachaça is produced in Ceará State in Brazil and tequila in Mexico. The Chase Distillery in England produces vodka and gin.
Diageo’s maturing Scotch whisky is in warehouses in Scotland (Clackmannanshire area between Blackgrange, Cambus West and Menstrie, where we are holding approximately 50% of the group’s maturing Scotch whisky), its maturing Canadian whisky in Valleyfield and Gimli in Canada, its maturing American whiskey in Kentucky and Tennessee in the United States and maturing Chinese white spiritspirits in Chengdu, China.
We are currently investingThere is a significant progress in our investment of £185 million in the Scotch whisky and tourism sectors in Scotland. This has included the creation of a major new Johnnie Walker global brand attraction in Edinburgh (Johnnie Walker Princes Street) which opened its doors to visitors in September 2021.. The distillery visitor investment focuseshas focused on the ‘Four Corners distilleries’, Glenkinchie, Caol Ila, Clynelish and Cardhu, celebrating the important role these single malts play in the flavorsflavours of Johnnie Walker. The new visitor experiences at Glenkinchie, Clynelish and Cardhu are alreadynow fully operational and Caol Ila is expected to openopened in summerAugust 2022. The iconic lost distillery of Port Ellen is expected to be back in production in the summer of 2023.
Following a $130 million investment, the Lebanon Distillery in Kentucky opened and is Diageo’s first carbon neutral whiskey distillery. One of the largest of its kind in North America, the new distillery operates using 100% renewable electricity, zero fossil fuels for production and virtual metering technology.
295

Additional information for shareholders (continued)
In China, we broke groundwork continues with aour $75 million investment toin the Eryuan Malt Whisky Distillery.malt whisky distillery. It will produce our first China-origin, single malt whisky and be carbon-neutral on opening.
FurtherIn North America, further capacity expansion projects are now underway to support future growth.growth including the C$245 million in the construction of a carbon neutral Crown Royal Distillerydistillery in Canada to supplement existing manufacturing operations in Canada; $75 million to build a distillery to produce our first China-origin, single malt whisky in Yunnan Province.operations.
Diageo’s end-to-end Tequilatequila production is in Mexico, and more than $500 million dollars is being invested to expand our manufacturing footprint in Mexico through an investment of in new facilities in the Statestate of Jalisco to support growth. As part of our expansion and our investments in the growthtequila category, we have different digital transformation projects under implementation at the El Charcón production site to respond to the growing demand in tequila and the expansion of Tequila.our operations. Projects include additional technology support and automatisation of our new bottling line on site, which will be dedicated to Casamigos tequila. The use of technology will allow us to operate 24/7.
Diageo owns a controlling equity stake in United Spirits Limited (USL) which is one of the leading alcoholic beverage companies in India selling close to $8066 million equivalent casesunits (reported) in fiscal 2223 of Indian MadeIndian-Made Foreign Liquor (IMFL) and Imported Liquors.imported liquors. USL has a significant market presence across India and operates 1512 owned sites, as well as a network of leased and third-party manufacturing facilities in India. USL owns several Indian brands, such as McDowell’s (Indian whisky, rum, and brandy), Black Dog (scotch), Signature (Indian whisky), Royal Challenge (Indian whisky), and Antiquity (Indian whisky) and Bagpiper (Indian whisky).

Beer and investments
Diageo’s principal brewing facility is at the St James’s Gate brewery in Dublin, Ireland. In addition, Diageo owns breweries in several African countries: Nigeria, Kenya, Ghana, Cameroon, Tanzania, Uganda, and the Seychelles. Meta Abo Brewery in Ethiopia was sold duringDuring the year ended 30 June 2022.2023, Guinness Cameroun S.A. was sold to the Castel Group.
Guinness flavour extract is shipped from Ireland to all overseas Guinness brewing operations which use the flavour extract to brew beer locally. Guinness is transported from Ireland to Great Britain in bulk to the Runcorn facility which carries out the kegging of Guinness Draught.
Projects are underway to support future beer growth. In July 2022, Diageo announced plans to invest €200 million in Ireland’s first purpose-built carbon neutral brewery on a greenfield site in Littleconnell, Newbridge, Co. Kildare.
A planning application for the new brewery was submitted in October 2022 and, if successful, brewing would commence in 2024. Furthermore, Diageo will also invest £21 million to build a £41new production area at St. James’s Gate and increase brewing capacity of Guinness 0.0, building on the
£41
million investmentannounced to expand and optimise capacity at the Belfast and Runcornits beer packaging facilities to expandin Belfast and Runcorn. Work on these three projects is substantially complete with capacity to support growth, with additional capacity expected to be available during 2023; and a £73 million investmentcoming onstream in ‘Guinness at Old Brewer’s Yard’, a new microbrewery and culture hub in Covent Garden, London, set to open in autumn 2023.2023 calendar year.
The Diageo Global TechnicalBeer Category Third-Party PartnershipsOperations Team are the technical brewers supporting the delivery of over two and a half million hectolitreshectoliters of beer and ready to drink products supplied through over 50 partner breweries.breweries and beverage packaging facilities across the world. The team's focus is upon sustainingassuring the consistent quality of ourDiageo brands through 48 partners globally whileproduced at third-party facilities and on enhancing Diageo value through supporting the start-up of new partnerships and delivery of innovation projects. In addition to supporting Guinness and beer, the team has an expanding role in the support of licensedthird-party manufacturing of third-party ready to drink and mainstream spirits in Asia-Pacific and Africa.

Flavoured Malt Beveragesmalt beverages (FMB) are made from original base containing malt, but then stripped of malt character and flavoured. This product segment is implemented mainly in the US,United States, Canada and the Caribbean.


318


Ready to drink (RTD)
Diageo produces a range of ready to drink products mainly in the United Kingdom, Italy, across Africa, Australia, the United States and Canada. Demand for these products has increased significantly particularly in United States and Canada with volumes increased 15%. We are supporting this increase in demand through third-party production and are also investing in a new production facility in Plainfield, which opened in March 2022.

Raw materials and supply agreements
The group has several long-term contracts in place for the purchase of raw materials, including glass, other packaging, spirit,spirits, cream, rum and grapes. Forward contracts are in place for the purchase of cereals and packaging materials to minimise the effects of short-term price fluctuations. The global ocean freight crisis coupled with volatile but strong consumer demand, change in consumer habits (for example, the increase in e-commerce) continuede-commerce, the energy crisis, residual impact of Covid-19 and emerging impact of the conflict in UkraineUkraine) are the key drivers of constraints that we are managing through.
Like other consumer goods companies, we keep stocks in markets to compensate for extended lead times and demand volatility. Diageo is managing well through the current levels of uncertainty and constraints in our supply chain through expansion of our supplier base and agility in our logistics networks.
Cereals, including barley, wheat, corn and sorghum are used in out scotch and beer production and in our spirits brand through purchased neutral spirit. Cream is the principal raw material used in the production of Irish cream liqueur and is sourced from Ireland. Grapes and aniseed are used in the production of raki and are sourced from suppliers in Turkey. Agave is a key raw material used in the production of our tequila brands and is sourced from Mexico. Other raw materials purchased in significant quantities to produce spirits and beer are molasses, cereals, sugar, and several flavours (such as juniper berries, agave, chocolate, and herbs). These are sourced from suppliers around the world.
Many products are supplied to customers in glass bottles. Glass isin purchased from a variety of multinational and local suppliers. The largest suppliers are Ardagh Packaging in the United Kingdom and Owens-Illinois in the United States.

Competition

296

Additional information for shareholders (continued)
Competition
Diageo’s brands compete primarily on the basis of quality and price. Its business is built on getting the right product to the right consumer for the right occasion, and at the right price, including through taking into account ever evolving shopper landscapes, technologies and consumer preferences. Diageo also seeks to recruit and re-recruit consumers to its portfolio of brands, including through meaningful consumer engagement, sustainable innovation and investments in its brands.
In spirits, Diageo’s major global competitors are Pernod Ricard, Beam Suntory, Bacardi and Brown-Forman, each of which has several brands that compete directly with Diageo’s brands. In addition, Diageo faces competition from regional and local companies in the countries in which it operates.
In beer, Diageo also competes globally, as well as on a regional and local basis (with the profile varying between regions) with several competitors, including AB InBev, Molson Coors, Heineken, Constellation Brands and Carlsberg.

Research and development
Innovation forms an important part of Diageo’s growth strategy, playing a key role in positioning its brands for continued growth in both developed and emerging markets. The strength and depth of Diageo’s brand range also provides a solid platform from which to drive sustainable innovation that leads to new products and experiences for consumers, whether or not they choose to drink alcohol. Diageo focuses its innovation on its strategic priorities and the most significant consumer opportunities, including the development of global brand extensions and new-to-world products, and continuously invests to deepen its understanding of evolving trends and consumer socialising occasions to inform product and packaging development, ranging from global brand redesigns to cutting edge innovations. Supporting this, the Diageo group has ongoing programmes to develop new beverage products which are managed internally by the innovation and research and development function.

Trademarks and other intellectual property
Diageo produces, sells and distributes branded goods, and is therefore substantially dependent on the maintenance and protection of its trademarks. All brand names mentioned in this document are protected by trademarks. The Diageo group also holds trade secrets, as well as has substantial trade knowledge related to its products. The group believes that its significant trademarks are registered and/or otherwise protected (insofar as legal protection is available) in all material respects in its most important markets. Diageo also owns valuable patents and trade secrets for technology and takes all reasonable steps to protect these rights.

Regulations and taxes
Diageo’s worldwide operations are subject to extensive regulatory requirements relating to production, product liability, distribution, importation, marketing, promotion, sales, pricing, labelling, packaging, advertising, antitrust, labour, pensions, compliance and control systems and environmental issues.
In the United States, the beverage alcohol industry is subject to strict federal and state government regulations. At the federal level, the Alcohol and Tobacco Tax and Trade Bureau, or TTB, of the US Treasury Department oversees the US beverage alcohol industry, including through regulating and collecting taxes on the production of alcohol within the United States and regulating trade practices. In addition, individual US states, as well as some local authorities in US jurisdictions in which Diageo sells or produces its products, administers and enforces industry-specific regulations and may apply additional excise taxes and, in many states, sales taxes. Federal,
319


state and local regulations cover virtually every aspect of Diageo's US operations, including production, importation, distribution, marketing, promotion, sales, pricing, labelling, packaging and advertising.
Spirits and beer are subject to national import and excise duties in many markets around the world. Most countries impose excise duties on beverage alcohol products, although the form of such taxation varies significantly from a simple application to units of alcohol by volume, to advanced systems based on the imported or wholesale value of the product. Several countries impose additional import duty on distilled spirits, often discriminating between categories (such as Scotch whisky or bourbon) in the rate of such tariffs. Within the European Union, such products are subject to different rates of excise duty in each country, but within the overall European Union framework there are minimum rates of excise duties that must first be applied to each relevant category of beverage alcohol. Following its departure from the European Union, the UK is no longer subject to the European Union’s rules on excise duties and has undertakenwill introduce a review of its alcohol duty system. Any changes in the UK’snew alcohol duty system from August 2023. The implementation of this system, which aims to simplify the previous duty regime, could have an impact on Diageo’s business activities.
Import and excise duties can have a significant impact on the final pricing of Diageo’s products to consumers. These duties can affect a product’s revenue or margin, both by reducing consumption and/or by encouraging consumers to switch to lower-taxed categories of beverages. The group devotes resources to encouraging the equitable taxation treatment of all beverage alcohol categories and to reducing government imposed barriers to fair trading.
The advertising, marketing and sale of alcohol are subject to various restrictions in markets around the world. These range from a complete prohibition of alcohol in certain cultures and jurisdictions, such as in certain states in India, to the prohibition of the import into a certain jurisdiction of spirits and beer, and to restrictions on the advertising style, media and content. In a number of countries, television is a prohibited medium for the marketing of spirits brands, while in other countries, television advertising, while permitted, is carefully regulated. Many countries also strictly regulate the use of internet-based advertising and social media in connection with alcohol sales. Any further prohibitions imposed on advertising or marketing, particularly within Diageo’s most significant markets, could have an adverse impact on beverage alcohol sales.
297

Additional information for shareholders (continued)
Labelling of beverage alcohol products is also regulated in many markets, varying from the required inclusion of health warning labels to manufacturer or importer identification, alcohol strength and other consumer information. As well as producer, importer or bottler identification, specific warning statements related to the risks of drinking beverage alcohol products are required to be included on all beverage alcohol products sold in the US, in certain countries within the EU, and in a number of other jurisdictions in which Diageo operates.
Spirits and beer are also regulated in distribution. In many countries, alcohol may only be sold through licensed outlets, both on- and off-trade, varying from government- or state-operated monopoly outlets (for example, in the off-trade channel in Norway, certain Canadian provinces, and certain US states) to the system of licensed on-trade outlets (for example, licensed bars and restaurants) which prevails in much of the Western world, including in the majority of US states, in the UK and in much of the EU. In a number of states in the US, wholesalers of alcoholic beverages must publish price lists periodically and/or must file price changes in some instances up to three months before they become effective. In a response to public health concerns, some governments have imposed or are considering imposing minimum pricing on beverage alcohol products and may consider raising the legal drinking age, further limiting the number, type or opening hours of retail outlets and/or expanding retail licensing requirements.
In response to the Covid-19 pandemic, many governments across the world implemented restrictions on where and how people could gather, in an effort to curb transmission of the virus. The extent of these restrictions has varied from country to country (and, in the US, from state to state) and throughout the duration of the pandemic but, in many of the markets in which Diageo operates, they have resulted in, amongst other things, the temporary closure of or restricted opening hours for on-trade outlets.
Regulatory decisions and changes in the legal and regulatory environment could also increase Diageo’s costs and liabilities and/or impact on its business activities.

Taxation

This section provides a descriptive summary of certain US federal income tax and UK tax consequences that are likely to be material to the holders of the ordinary shares or ADSs, but only those who hold their ordinary shares or ADSs as capital assets for tax purposes.
It does not purport to be a complete technical analysis or a listing of all potential tax effects relevant to the ownership of the ordinary shares or ADSs. This section does not apply to any holder who is subject to special rules, including:
a dealer in securities or foreign currency;
a trader in securities that elects to use a mark-to-market method of accounting for securities holdings;
a tax-exempt organisation;
a life insurance company;
a person liable for alternative minimum tax;
a person that actually or constructively owns 10% or more of the combined voting power of voting stock of Diageo or of the total value of stock of Diageo;
a person that holds ordinary shares or ADSs as part of a straddle or a hedging or conversion transaction;
a person that holds ordinary shares or ADSs as part of a wash sale for tax purposes; or
a US holder (as defined below) whose functional currency is not US dollar.
If an entity or arrangement treated as a partnership for US federal income tax purposes holds ordinary shares or ADSs, the US federal income tax treatment of a partner will generally depend on the status of the partner and the tax treatment of the partnership. A partner in a partnership holding ordinary shares or ADSs should consult its tax advisor with regard to the US federal income tax treatment of an investment in ordinary shares or ADSs.
For UK tax purposes, this section applies only to persons who are the absolute beneficial owners of ordinary shares or ADSs and who hold their ordinary shares or ADSs as investments. It assumes that holders of ADSs will be treated as holders of the underlying ordinary shares. In addition to those persons mentioned above, this section does not apply to holders that are banks, regulated investment companies, other financial institutions, or to persons who have or are deemed to have acquired their ordinary shares or
320


ADSs in the course of an employment or trade. This summary does not apply to persons who are treated as non-domiciled and resident in the United Kingdom for the purposes of UK tax law.
This section is based on the Internal Revenue Code of 1986, as amended, its legislative history, existing and proposed regulations, published rulings and court decisions, the laws of the United Kingdom and the practice of HerHis Majesty’s Revenue and Customs (HMRC), all as currently in effect, as well as on the Convention Between the Government of the United Kingdom of Great Britain and Northern Ireland and the Government of the United States of America for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income and Capital Gains (the Treaty). These laws are subject to change, possibly on a retroactive basis.
In addition, this section is based in part upon the representations of the Depositary and the assumption that each obligation in the Deposit Agreement and any related agreement will be performed in accordance with its terms. In general, and taking into account this assumption, for US federal income tax purposes and for the purposes of the Treaty, holders of ADRs evidencing ADSs should be
298

Additional information for shareholders (continued)
treated as the owner of the shares represented by those ADSs. Exchanges of shares for ADRs, and ADRs for shares, generally will not be subject to US federal income tax or to UK tax on profits or gains.
A US holder is a beneficial owner of ordinary shares or ADSs that is for US federal income tax purposes:
a citizen or resident for tax purposes of the United States and who is not and has at no point been resident in the United Kingdom;
a US domestic corporation;
an estate whose income is subject to US federal income tax regardless of its source; or
a trust if a US court can exercise primary supervision over the trust’s administration and one or more US persons are authorised to control all substantial decisions of the trust.
This section is not intended to provide specific advice and no action should be taken or omitted in reliance upon it. This section addresses only certain aspects of US federal income tax and UK income tax, corporation tax, capital gains tax, inheritance tax and stamp taxes. Holders of the ordinary shares or ADSs are urged to consult their own tax advisors regarding the US federal, state and local, and UK and other tax consequences of owning and disposing of the shares or ADSs in their respective circumstances. In particular, holders are encouraged to confirm with their advisor whether they are US holders eligible for the benefits of the Treaty.

Dividends
UK taxation
The company will not be required to withhold tax at source when paying a dividend.
All dividends received by an individual shareholder or ADS holder who is resident in the UK for tax purposes will, except to the extent that they are earned through an ISA or other regime which exempts the dividends from tax, form part of that individual’s total income for income tax purposes and will represent the highest part of that income.
A nil rate of income tax will apply to the first £2,000£1,000 of taxable dividend income received by an individual shareholder in athe 2023/2024 tax year, and to the first £500 of taxable dividend income received by an individual shareholder in the 2024/2025 tax year (the Nil Rate Amount), regardless of what tax rate would otherwise apply to that dividend income.
Any taxable dividend income in excess of the Nil Rate Amount will be subject to income tax at the following special rates (as at the 2022/20232023/2024 tax year):
at the rate of 8.75%, to the extent that the relevant dividend income falls below the threshold for the higher rate of income tax;
at the rate of 33.75%, to the extent that the relevant dividend income falls above the threshold for the higher rate of income tax but below the threshold for the additional rate of income tax; and
at the rate of 39.35%, to the extent that the relevant dividend income falls above the threshold for the additional rate of income tax.
In determining whether and, if so, to what extent the relevant dividend income falls above or below the threshold for the higher rate of income tax or, as the case may be, the additional rate of income tax, the individual’s total taxable dividend income for the tax year in question (including the part within the Nil Rate Amount) will, as noted above, be treated as the highest part of that individual’s total income for income tax purposes.
Shareholders within the charge to UK corporation tax which are small companies (for the purposes of the UK taxation of dividends) will not generally be subject to tax on dividends from the company. Other shareholders within the charge to UK corporation tax will not be subject to tax on dividends from the company so long as the dividends fall within an exempt class and certain conditions are met. In general, dividends paid on shares that are ordinary share capital for UK tax purposes and are not redeemable and dividends paid to a person holding less than 10% of the issued share capital of the payer (or any class of that share capital) are examples of dividends that fall within an exempt class.

299

Additional information for shareholders (continued)
US taxation
Under the US federal income tax laws, and subject to the passive foreign investment company (PFIC) rules discussed below, the gross amount of any distribution (other than certain pro rata distribution of ordinary shares) paid to a US holder by Diageo in respect of its ordinary shares or ADSs out of its current or accumulated earnings and profits (as determined for US federal income tax purposes) will be treated as a dividend that is subject to US federal income taxation.
Dividends paid to a non-corporate US holder that constitute qualified dividend income will be taxed at the preferential rates applicable to long-term capital gains, provided that the ordinary shares or ADSs are held for more than 60 days during the 121-day period
321


beginning 60 days before the ex-dividend date and the holder meets other holding period requirements. Dividends paid by Diageo with respect to its ordinary shares or ADSs generally will be qualified dividend income to US holders that meet the holding period requirement, provided that, in the year that you receive the dividend, we are eligible for the benefits of the Treaty. We believe that we are currently eligible for the benefits of the Treaty and we therefore expect that dividends on the shares or ADSs will be qualified dividend income, but there can be no assurance that we will continue to be eligible for the benefits of the Treaty. Under UK law, dividends paid by the company are not subject to UK withholding tax. Therefore, the US holder will include in income for US federal income tax purposes the amount of the dividend received, and the receipt of a dividend will not entitle the US holder to a foreign tax credit.
The dividend must be included in income when the US holder, in the case of shares, or the Depositary, in the case of ADSs, receives the dividend, actually or constructively. The dividend will not be eligible for the dividends-received deduction generally allowed to US corporations in respect of dividends received from other US corporations. Dividends will generally be income from sources outside the United States and will generally be ‘passive’ income for purposes of computing the foreign tax credit allowable to a US holder. The amount of the dividend distribution that must be included in income of a US holder will be the US dollar value of the pounds sterling payments made, determined at the spot pounds sterling/US dollar foreign exchange rate on the date of the dividend distribution, regardless of whether the payment is in fact converted into US dollars. Generally, any gain or loss resulting from currency exchange fluctuations during the period from the date the dividend payment is distributed to the date the payment is converted into US dollars will be treated as ordinary income or loss and will not be eligible for the special tax rate applicable to qualified dividend income. The gain or loss generally will be income or loss from sources within the United States for foreign tax credit limitation purposes. Distributions in excess of current and accumulated earnings and profits, as determined for US federal income tax purposes, will be treated as a non-taxable return of capital to the extent of the holder’s basis in the ordinary shares or ADSs and thereafter as capital gain. However, Diageo does not expect to calculate earnings and profits in accordance with US federal income tax principles. Accordingly, a US holder should expect to generally treat distributions Diageo makes as dividends.

Taxation of capital gains
UK taxation
A citizen or resident (for tax purposes) of the United States who has at no time been resident in the United Kingdom will not be liable for UK tax on capital gains realised or accrued on the sale or other disposal of ordinary shares or ADSs, unless the ordinary shares or ADSs are held in connection with a trade or business carried on by the holder in the United Kingdom through a UK branch, agency or a permanent establishment. A disposal (or deemed disposal) of shares or ADSs by a holder who is resident in the United Kingdom may, depending on the holder’s particular circumstances, and subject to any available exemption or relief, give rise to a chargeable gain or an allowable loss for the purposes of UK tax on capital gains.

US taxation
Subject to the PFIC rules discussed below, a US holder who sells or otherwise disposes of ordinary shares or ADSs will recognise capital gain or loss for US federal income tax purposes equal to the difference between the US dollar value of the amount that is realised and the tax basis, determined in US dollars, in the ordinary shares or ADSs. Capital gain of a non-corporate US holder is generally taxed at preferential rates where the property is held for more than one year. The gain or loss will generally be income or loss from sources within the United States for foreign tax credit limitation purposes.

PFIC rules
Diageo believes that ordinary shares and ADSs should not currently be treated as stock of a PFIC for US federal income tax purposes, and we do not expect to become a PFIC in the foreseeable future. However this conclusion is a factual determination that is made annually and thus may be subject to change. It is therefore possible that we could become a PFIC in a future taxable year.
If treated as a PFIC, gain realised on the sale or other disposition of ordinary shares or ADSs would in general not be treated as capital gain. Instead, unless a US holder elects to be taxed annually on a mark-to-market basis with respect to the ordinary shares or ADSs, US holders would be treated as if the holder had realised such gain and certain ‘excess distributions’ pro-rated over the holder’s holding period for the ordinary shares or ADSs and would be taxed at the highest tax rate in effect for each such year to which the gain or distribution was allocated, together with an interest charge in respect of the tax attributable to each such year. With certain exceptions, a holder’s ordinary shares or ADSs will be treated as stock in a PFIC if Diageo were a PFIC at any time during the holding period in a holder’s ordinary shares or ADSs. In addition, dividends received from Diageo will not be eligible for the special tax rates applicable to qualified dividend income if Diageo is a PFIC (or is treated as a PFIC with respect to the holder) either in the taxable
300

Additional information for shareholders (continued)
year of the distribution or the preceding taxable year, but instead will be taxable at rates applicable to ordinary income. If you own our shares or ADSs during any year that we are a PFIC with respect to you, you may be required to file IRS Form 8621.


UK inheritance tax
Subject to certain provisions relating to trusts or settlements, an ordinary share or ADS held by an individual shareholder who is domiciled in the United States for the purposes of the Convention between the United States and the United Kingdom relating to estate and gift taxes (the Convention) and who is neither domiciled in the UK nor (where certain conditions are met) a UK national (as
322


defined in the Convention), will generally not be subject to UK inheritance tax on the individual’s death (whether held on the date of death or gifted during the individual’s lifetime) except where the ordinary share or ADS is part of the business property of a UK permanent establishment of the individual or pertains to a UK fixed base of an individual who performs independent personal services. In a case where an ordinary share or ADS is subject both to UK inheritance tax and to US federal gift or estate tax, the Convention generally provides for inheritance tax paid in the United Kingdom to be credited against federal gift or estate tax payable in the United States, or for federal gift or estate tax paid in the United States to be credited against any inheritance tax payable in the United Kingdom, based on priority rules set forth in the Convention.

UK stamp duty and stamp duty reserve tax
Stamp duty and stamp reserve tax (SDRT) may arise upon the deposit of an underlying ordinary share with the Depositary, generally at the higher rate of 1.5% of its issue price or, as the case may be, of the consideration for transfer. The Depositary will pay the stamp duty or SDRT but will recover an amount in respect of such tax from the initial holders of ADSs. Following litigation, however, HMRC have confirmed that they will no longer seek to apply the 1.5% SDRT charge on an issue of shares to a depositary receipt issuer or to a person providing clearance services (or their nominee or agent) on the basis that this is not compatible with EU law. HMRC may continue to apply the 1.5% stamp duty or SDRT charge on transfers of shares to a depositary receipt issuer or to a person providing clearance services (or their nominee or agent) unless the transfer is an integral part of a raising of capital. It is not currently anticipatedHMRC's current practice states that HMRC will now seek to apply the 1.5% charge toon issues will remain disapplied following Brexit unless the stamp taxes on shares legislation is amended. However, since the UK is no longer bound by EU law, the position may change, possibly as a result of shares following Brexit.any changes in the status of retained EU law.

Based on HM Revenue & Custom’sHMRC’s published practice, no UK stamp duty will be payable on the acquisition or transfer of ADRs. Furthermore, an agreement to transfer ADSs in the form of ADRs will not give rise to a liability to SDRT.
Purchases of ordinary shares (as opposed to ADRs) will be subject to UK stamp duty, and/or SDRT as the case may be, at the rate of 0.5% of the price payable for the ordinary shares at the time of the transfer. Stamp duty applies where a physical instrument of transfer is used to effect the transfer. SDRT applies to any agreement to transfer ordinary shares (regardless of whether or not the transfer is effected electronically or by way of an instrument of transfer). However, where ordinary shares being acquired are transferred direct to the Depositary’s nominee, the only charge will generally be the higher charge of 1.5% of the price payable for the ordinary shares so acquired.
Any stamp duty payable (as opposed to SDRT) is rounded up to the nearest £5. No stamp duty (as opposed to SDRT) will be payable if the amount or value of the consideration is (and is certified to be) £1,000 or less. Stamp duty and SDRT are usually paid or borne by the purchaser.
Whilst stamp duty and SDRT may in certain circumstances both apply to the same transaction, in practice usually only one or other will need to be paid.




323


Additional information for shareholders
Annual General Meeting (AGM)
The AGM will be held at etc.venues St Paul's, 200 Aldersgate, London EC1A 4HD at 2.30 pm on Thursday, 6 October 2022.28 September 2023.

Documents on display
The Annual Report on Form 20-F and any other documents filed by the company with the US Securities Exchange Commission (SEC) may be inspected at the SEC’s office of Investor Education and Advocacy located at 100 F Street, NE, Washington, DC 20549-0213, USA. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms and their copy charges. Filings with the SEC are also available to the public from commercial document retrieval services, and from the website maintained by the US Securities and Exchange Commission at www.sec.gov.

Annual report to security holders
Pursuant to Item 10.J of Form 20-F, Exhibit 15.2 to this annual report on Form 20-F includes Diageo's annual report to security holders. None of such annual report is incorporated by reference into this annual report on Form 20-F. Such annual report is not deemed to be filed as part of this annual report on Form 20-F.

Warning to shareholders - share fraud
Please beware of the share fraud of ‘boiler room’ scams, where shareholders are called ‘out of the blue’ by fraudsters (sometimes claiming to represent Diageo) attempting to obtain money or property dishonestly. Further information on boiler room scams can be found on the Financial Conduct Authority’s website (https://www.fca.org.uk/ scamsmart/share-bond-boiler-room-scams) but in short, if in doubt, take proper professional advice before making any investment decision.

Electronic communications
Shareholders can register for an account to manage their shareholding online, including being able to: check the number of shares they own and the value of their shareholding; register for electronic communications; update their personal details; provide a dividend mandate instruction; access dividend confirmations; and use the online share dealing service. To register for an account, shareholders should visit www.diageoregistrars.com.

301

Additional information for shareholders (continued)
Dividend payments
Direct payment into bank account
Shareholders can have their cash dividend paid directly into their UK bank account on the dividend payment date. To register UK bank account details, shareholders can register for an online account at www.diageoregistrars.com or call the Registrar on +44 (0)371 277 1010* to request the relevant application form. For shareholders outside the UK, Link Group (a trading name of Link Market Services Limited and Link Market Services Trustees Limited) may be able to provide you with a range of services relating to your shareholding. To learn more about the services available to you please visit the shareholder portal at www.diageoregistrars.com or call +44 (0)371 277 1010*.

Dividend Reinvestment Plan
A Dividend Reinvestment Plan is offered by the Registrar, Link Market Services Trustees Limited, to give shareholders the opportunity to build up their shareholding in Diageo by using their cash dividends to purchase additional Diageo shares. To join the Dividend Reinvestment Plan, shareholders can call the Registrar, Link Group on +44
+44 (0)371 277 1010* to request the relevant application form.

Exchange controls
Other than certain economic sanctions which may be in effect from time to time, there are currently no UK foreign exchange control restrictions on the payment of dividends, interest or other payments to holders of Diageo’s securities who are non-residents of the UK or on the conduct of Diageo’s operations.
There are no restrictions under the company’s articles of association or under English law that limit the right of non-resident or foreign owners to hold or vote the company’s ordinary shares.
Please refer to the ‘Taxation’ section on page 238 320-322 for details relating to the taxation of dividend payments.

Useful contacts
The Registrar/Shareholder queries
Link Group acts as the company’s registrar and can be contacted as follows:
By email: Diageo@linkgroup.co.uk
By telephone: +44 (0) 371 277 1010*
In writing: Registrars – Link Group, Diageo Registrar, 10th Floor, Central Square, 29 Wellington Street, Leeds, LS1 1DL.
*     Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open 08:00 to 17:30 UK time, Monday to Friday, excluding public holidays in England and Wales.
324


ADR administration
Citibank Shareholder Services acts as the company’s ADR administrator and can be contacted as follows:
By email: citibank@shareholders-online.com
By telephone: +1 866 253 0933/ (International) +1 781 575 4555*
In writing: Citibank Shareholder Services. PO Box 43077,
Providence, RI 02940-3077
*Lines are open Monday to Friday 8:30 to 18:00 EST

General Counsel and Company Secretary
Tom Shropshire
The.cosec@diageo.com

Investor Relations
investor.relations@diageo.com

302
325

Additional information for shareholders (continued)
Exhibits
1.1 
2.1 Indenture, dated as of 3 August 1998, among Diageo Capital plc, Diageo plc and The Bank of New York Mellon (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form F-1 (File No. 333-8874) filed with the Securities and Exchange Commission on 24 July 1998 (pages 365 to 504 of paper filing)).(i)
2.2 Indenture, dated as of 1 June 1999, among Diageo Investment Corporation, Diageo plc and The Bank of New York Mellon (incorporated by reference to Exhibit 2.2 to the Annual Report on Form 20-F (File No. 001-10691) filed with the Securities and Exchange Commission on 15 November 2001 (pages 241 to 317 of paper filing)).(i)
2.3 
2.4 
4.1 
4.2 
4.3 
4.4 
4.5 
4.6 
4.7 
4.8 
4.9 
4.10 
4.11 
4.12 
4.13 
4.14 
303

Additional information for shareholders (continued)

4.15 
4.164.10 
4.17 
4.18 
4.19 
4.20 
4.214.11 
4.224.12 
4.234.13 
4.244.14 
326

Glossary of terms and US equivalents

4.254.15 
4.26 
6.1 Description of earnings per share (included in the section ‘How we measure performance: Key performance indicators’'Reported measures' on page 4737 of this Annual Report on Form 20-F).
8.1 
12.1 
12.2 
13.1 
13.2 
15.1 
15.2 
101.INSInline XBRL Instance Document
101.SCHInline XBRL Taxonomy Extension Schema
101.CALInline XBRL Taxonomy Extension Schema Calculation Linkbase
101.DEFInline XBRL Taxonomy Extension Schema Definition Linkbase
101.LABInline XBRL Taxonomy Extension Schema Label Linkbase
101.PREInline XBRL Taxonomy Extension Schema Presentation Linkbase
(i) Pursuant to an Agreement of Resignation, Appointment and Acceptance dated 16 October 2007 by and among Diageo plc, Diageo Capital plc, Diageo Finance BV, Diageo Investment Corporation, The Bank of New York and Citibank NA, The Bank of New York Mellon has become the successor trustee to Citibank NA under Diageo’s indentures dated 3 August 1998, 8 December 2003 and 1 June 1999.

304327

Additional information for shareholdersGlossary of terms and US equivalents (continued)
Signature
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant certifies that it meets all of the requirements for filing on Form 20-F and has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorised.
 
DIAGEO plc
(REGISTRANT)
/s/ Lavanya Chandrashekar
Name: Lavanya Chandrashekar
Title: Chief Financial Officer
43 August 20222023

305328

Glossary of terms and US equivalents
In this document the following words and expressions shall, unless the context otherwise requires, have the following meanings:
Term used in UK annual reportUS equivalent or definition
AssociatesEntities accounted for under the equity method
American Depositary Receipt (ADR)Receipt evidencing ownership of an ADS
American Depositary Share (ADS)
Registered negotiable security, listed on the New York Stock Exchange, representing four Diageo plc ordinary shares of 28101/108 pence each
Called up share capitalCommon stock
Capital redemption reserveOther additional capital
CompanyDiageo plc
CPIConsumer price index
CreditorsAccounts payable and accrued liabilities
DebtorsAccounts receivable
Employee share schemesEmployee stock benefit plans
Employment or staff costsPayroll costs
Equivalent unitsAn 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. To convert volume of products other than spirits to equivalent units: beer in hectolitres divide by 0.9, wine in nine-litre cases divide by five, ready to drink in nine-litre cases divide by 10, and certain pre-mixed products classified as ready to drink in nine-litre cases divide by five.
Euro, €, ¢Euro currency
Exceptional itemsItems that, in management’s judgement, need to be disclosed separately by virtue of their size or nature
Excise dutyTax charged by a sovereign territory on the production, manufacture, sale or distribution of selected goods (including imported goods) within that territory. It is generally based on the quantity or alcohol content of goods, rather than their value, and is typically applied to alcohol products and fuels.
Finance leaseCapital lease
Financial yearFiscal year
Free cash flowNet cash flow from operating activities aggregated with net purchase and disposal of property, plant and equipment and computer software and with movements in loans
FreeholdOwnership with absolute rights in perpetuity
GAAPGenerally accepted accounting principles
Group and DiageoDiageo plc and its consolidated subsidiaries
IFRSInternational Financial Reporting Standards as adopted for use in the European Union and International Financial Reporting Standards as issued by the International Accounting Standards Board
Impact Databank, IWSR, IRI, Beverage Information Group and Plato LogicInformation source companies that research the beverage alcohol industry and are independent from industry participants
Net salesSales after deducting excise duties
Noon buying rateBuying rate at noon in New York City for cable transfers in sterling as certified for customs purposes by the Federal Reserve Bank of New York
Operating profitNet operating income
Organic movementAt level foreign exchange rates and after adjusting for exceptional items, acquisitions and disposals for continuing operations
Own sharesTreasury stock
Pound sterling, sterling, £, pence, pUK currency
Price/mixPrice/mix is the number of percentage points by which the organic movement in net sales exceeds the organic movement in volume. The difference arises because of changes in the composition of sales between higher and lower priced variants/markets or as price changes are implemented.
ProfitEarnings
306329

Glossary of terms and US equivalents (continued)
Term used in UK annual reportUS equivalent or definition
Profit for the yearNet income
ProvisionsAccruals for losses/contingencies
ReservesAccumulated earnings, other comprehensive income and additional paid in capital
RPIRetail price index
Ready to drinkReady to drink products. Ready to drink also include ready to serve products, such as pre-mix cans in some markets, and progressive adult beverages in the United States and certain markets supplied by the United States.
SECUS Securities and Exchange Commission
Share premiumAdditional paid in capital or paid in surplus
Shareholders’ fundsShareholders’ equity
ShareholdersStockholders
SharesCommon stock
Shares and ordinary sharesDiageo plc’s ordinary shares
Shares in issueShares issued and outstanding
Trade and other payablesAccounts payable and accrued liabilities
Trade and other receivablesAccounts receivable
US dollar, US$, $, ¢US currency

307330



Exhibit 2.4

DESCRIPTION OF SECURITIES
REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT

As of 30 June 2023 Diageo plc. (“Diageo,” the “Company,” “we,” “us,” and “our”) had the following series of securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbol(s)Name of each exchange on which registered
American Depositary SharesDEONew 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.

Capitalized terms used but not defined herein have the meanings given to them in Diageo’s annual report on Form 20-F for the fiscal year ended 30 June 2023.

ORDINARY SHARES

The following description of our ordinary shares is a summary and does not purport to be complete. It is subject to and qualified in its entirety by Diageo’s articles of association (as adopted by special resolution at the Annual General Meeting on 28 September 2020) and by the Companies Act 1985 and the Companies Act 2006 and any other applicable English law concerning companies, as amended from time to time.
A copy of Diageo’s articles of association is filed as an exhibit to Diageo’s annual report on Form 20-F for the fiscal year ended 30 June 2023, as Exhibit 1.1.

General
As at 30 June 2023 there were 2,459,843,065 ordinary shares of 28101/108 pence each in issue with a nominal value of £711,760,146.12 million.
On 25 July 2019 the Board of Diageo approved a return of capital program to return up to £4.5 billion to shareholders over the three-year period ending 30 June 2022. During the first phase, which completed on 31 January 2020, the group purchased 36.1 million ordinary shares.
On 9 April 2020 Diageo announced that it had not initiated the next phase of the return of capital programme and that it would not do so during the remainder of the year ended 30 June 2020. On 12 May 2021 it was announced that Diageo was recommencing the up to £4.5 billion programme, extending the original completion date by two years to 30 June 2024.
The final three phases of the £4.5 billion programme completed on 11 February 2022, 5 October 2022 and 1 February 2023 respectively, having announced in July 2022 that it would bring forward the final completion date to during the year ending 30 June 2023. Under these three additional phases Diageo purchased a further 88.1 million shares in total.
On 25 January 2023 the Board of Diageo approved an additional share buyback programme to return up to £0.5 billion to shareholders by the end of the year ending 30 June 2023. This new programme commenced on 16 February 2023 and completed on 2 June 2023 with Diageo having purchased 14 million shares.
All shares repurchased have been cancelled.

Our ordinary shares are listed on the London Stock Exchange (LSE). Diageo ADSs (as further described below), representing four Diageo ordinary shares each, are listed on the New York Stock Exchange (NYSE) under the symbol “DEO”.
All of Diageo’s ordinary shares are fully paid. Accordingly, no further contribution of capital may be required by Diageo from the holders of such shares. Diageo’s ordinary shares are represented in certificated form and also in uncertificated form under “CREST”. CREST is an electronic settlement system in the United Kingdom which enables Diageo’s ordinary shares to be evidenced other than by a physical certificate and transferred electronically rather than by delivery of a written stock transfer form. Diageo’s ordinary shares:
may be represented by certificates in registered form issued (subject to the terms of issue of the shares) following issuance of the shares by Diageo or receipt of a form of transfer (bearing evidence of payment of the appropriate stamp duty) by Diageo Registrar, PO Box 521, Darlington, DL1 9XS; or
331


may be in uncertificated form with the relevant CREST member account being credited with the ordinary shares issued or transferred.
Under English law, persons who are neither residents nor nationals of the United Kingdom may freely hold, vote and transfer Diageo ordinary shares in the same manner and under the same terms as UK residents or nationals.

Dividend rights
Holders of Diageo’s ordinary shares may, by ordinary resolution, declare dividends but may not declare dividends in excess of the amount recommended by the directors. The directors may also pay interim dividends or fixed rate dividends. No dividend may be paid other than out of profits available for distribution. All of Diageo’s ordinary shares rank equally for dividends, but the Board may withhold payment of all or any part of any dividends or other monies payable in respect of Diageo’s shares from a person with a 0.25% interest (as defined in Diageo’s articles of association) if such a person has been served with a restriction notice (as defined in Diageo’s articles of association) after failure to provide Diageo with information concerning interests in those shares required to be provided under the Companies Acts. Dividends may be paid in currencies other than sterling and such dividends will be calculated using an appropriate market exchange rate as determined by the directors in accordance with Diageo’s articles of association.
If a dividend has not been claimed, the directors may invest the dividend or use it in some other way for the benefit of Diageo until the dividend is claimed. If the dividend remains unclaimed for 12 years after the date such dividend was declared or became due for payment, it will be forfeited and will revert to Diageo (unless the directors decide otherwise). Diageo may stop sending cheques, warrants or similar financial instruments in payment of dividends by post in respect of any shares or may cease to employ any other means for payment of dividends if either (a) at least two consecutive payments have remained uncashed or are returned undelivered or that means of payment has failed, or (b) one payment remains uncashed or is returned undelivered or that means of payment has failed and reasonable enquiries have failed to establish any new postal address or account of the holder. Diageo must resume sending dividend cheques, warrants or similar financial instruments or employing that means of payment if the holder requests such resumption in writing.
Diageo’s articles of association permit payment or satisfaction of a dividend wholly or partly by distribution of specific assets, including fully paid shares or debentures of any other company. Such action is only permitted upon the recommendation of the board and must be approved by ordinary resolution by the general meeting which declared the dividend.

Voting rights
Voting on any resolution at any general meeting of the company is by a show of hands unless a poll is duly demanded. On a show of hands, (a) every shareholder who is present in person at a general meeting, and every proxy appointed by any one shareholder and present at a general 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 a general meeting who has been appointed by more than one shareholder has one 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 a resolution 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 against the resolution. On a poll, every shareholder who is present in person or by proxy has one vote for every share held by that shareholder, but a shareholder or proxy entitled to more than one vote need not cast all 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 a right 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.
Diageo’s 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 approval of the remuneration report and remuneration policy and the grant of authority to allot shares; and
special resolutions, which include resolutions for the amendment of Diageo’s articles of association, resolutions relating to the disapplication of pre-emption rights, and resolutions modifying the rights of any class of Diageo’s shares at a meeting of the holders of such class.
An ordinary resolution requires the affirmative vote of a simple majority of the votes cast at a validly constituted shareholders’ meeting. Special resolutions require the affirmative vote of not less than three-quarters of the votes cast at a validly constituted shareholders’ meeting. The necessary quorum for a shareholders’ meeting of Diageo is a minimum of two shareholders present in person or by proxy and entitled to vote.
332


A shareholder is not entitled to vote at any general meeting or class meeting in respect of any share held by him if he has been served with a restriction notice (as defined in Diageo’s articles of association) after failure to provide Diageo with information concerning interests in those shares required to be provided under the Companies Acts.

Directors
Diageo’s articles of association provide for a Board of Directors, consisting (unless otherwise determined by an ordinary resolution of shareholders) of not fewer than three directors and not more than 25 directors, in which all powers to manage the business and affairs of Diageo are vested. Directors may be elected by the members in a general meeting or appointed by Diageo’s Board. At each annual general meeting, every director is required to retire and is then reconsidered for election/re-election by shareholders, assuming they wish to stand for election/re-election. 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.

Liquidation rights
In the event of the liquidation of Diageo, after payment of all liabilities and deductions taking priority in accordance with English law, the balance of assets available for distribution will be distributed among the holders of ordinary shares according to the amounts paid up on the shares held by them.

Pre-emption rights and new issues of shares
While holders of ordinary shares have no pre-emptive rights under Diageo’s articles of association, the ability of the directors to cause Diageo to issue shares, securities convertible into shares or rights to shares, otherwise than pursuant to an employee share scheme, is restricted. Under the Companies Acts, the directors of a company are, with certain exceptions, unable to allot any equity securities without express authorisation, which may be contained in a company’s articles of association or given by its shareholders in a general meeting by way of an ordinary resolution, but which in either event cannot last for more than five years. Under the Companies Acts, Diageo may also not allot shares for cash (otherwise than pursuant to an employee share scheme) without first making an offer to existing shareholders to allot such shares to them on the same or more favourable terms in proportion to their respective shareholdings, unless this requirement is disapplied by a special resolution of the shareholders. However, Diageo has in the past sought authority from its shareholders to allot shares and disapply pre-emptive rights (in each case subject to certain limitations).

Disclosure of interests in Diageo’s shares
There are no provisions in Diageo’s articles of association whereby persons acquiring, holding or disposing of a certain percentage of Diageo’s shares are required to make disclosure of their ownership percentage, although there are such requirements under the Companies Acts. The basic disclosure requirement under Part 6 of the Financial Services and Markets Act 2000 and Rule 5 of the Disclosure Guidance and Transparency Rules made by the Financial Conduct Authority (successor to the UK Financial Services Authority) imposes a statutory obligation on a person to notify Diageo and the Financial Conduct Authority of the percentage of the voting rights in Diageo he directly or indirectly holds or controls, or has rights over, through his direct or indirect holding of certain financial instruments, if the percentage of those voting rights:
reaches, exceeds or falls below 3% and/or any subsequent whole percentage figure as a result of an acquisition or disposal of shares or financial instruments; or
reaches, exceeds or falls below any such threshold as a result of any change in the breakdown or number of voting rights attached to shares in Diageo.
The Disclosure Guidance and Transparency Rules set out in detail the circumstances in which an obligation of disclosure will arise, as well as certain exemptions from those obligations for specified persons.
Under section 793 of the Companies Act 2006, Diageo may, by notice in writing, require a person that Diageo knows or has reasonable cause to believe is or was during the three years preceding the date of notice interested in Diageo’s shares to indicate whether or not that is the case and, if that person does or did hold an interest in Diageo’s shares, to provide certain information as set out in that Act.
Article 19 of the EU Market Abuse Regulation (2014/596) (as it is incorporated into UK domestic law by virtue of the European Union (Withdrawal) Act 2018 and amended by The Market Abuse (Amendment) (EU Exit) Regulation 2019) further requires persons discharging managerial responsibilities within Diageo (and their persons closely associated) to notify Diageo of transactions conducted on their own account in Diageo shares or derivatives or certain financial instruments relating to Diageo shares.
The City Code on Takeovers and Mergers also imposes strict disclosure requirements with regard to dealings in the securities of an offeror or offeree company on all parties to a takeover and also on their respective associates during the course of an offer period.

333


Variation of rights
If, at any time, Diageo’s share capital is divided into different classes of shares, the rights attached to any class of shares may be varied, subject to the provisions of the Companies Acts, either with the consent in writing of the holders of not less than three-quarters in nominal value of the issued shares of that class or upon the adoption of a special resolution passed at a separate meeting of the holders of the shares of that class.
At every such separate meeting, all of the provisions of Diageo’s articles of association relating to proceedings at a general meeting apply, except that (a) the quorum is to be the number of persons (which must be at least two) who hold or represent by proxy not less than one-third in nominal value of the issued shares of the class (excluding any shares of that class held as treasury shares) or, if such quorum is not present on an adjourned meeting, one person who holds shares of the class regardless of the number of shares he holds, (b) any holder of shares of the class who is present in person or by proxy may demand a poll, and (c) each shareholder present in person or by proxy and entitled to vote will have one vote per share held in that particular class in the event a poll is taken.
Class rights are deemed not to have been varied by the creation or issue of new shares ranking equally with or subsequent to that class of shares in all respects or by the reduction of the capital paid up on such shares or by the purchase or redemption by Diageo of its own shares, in each case in accordance with the Companies Acts and Diageo’s articles of association.

Repurchase of shares
Subject to authorisation by shareholder 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, if not so held, must be cancelled immediately upon completion of the purchase, thereby reducing the amount of Diageo’s issued share capital. At the Annual General Meeting held on October 6, 2022, Diageo’s shareholders gave it authority to repurchase up to 227,870,414 of its ordinary shares subject to additional conditions. The minimum price which must be paid for such shares is 28101/108 pence and the maximum price is the higher of (a) 5% above the average market value of Diageo’s ordinary shares for the five business days immediately preceding the day on which that ordinary share is contracted to be purchased and (b) the higher of the price of the last independent trade and the highest current independent purchase bid on the trading venue where the purchase is carried out.

Restrictions on transfers of shares
The Board may decline to register a transfer of a certificated Diageo share unless the instrument of transfer (a) is duly stamped or certified or otherwise shown to the satisfaction of the Board to be exempt from stamp duty and is accompanied by the relevant share certificate and such other evidence of the right to transfer as the Board may reasonably require, (b) is in respect of only one class of share and (c) if to joint transferees, is in favour of not more than four such transferees.
Registration of a transfer of an uncertificated share may be refused in the circumstances set out in the uncertificated securities rules (as defined in Diageo’s articles of association) and where, in the case of a transfer to joint holders, the number of joint holders to whom the uncertificated share is to be transferred exceeds four.
The Board may decline to register a transfer of any of Diageo’s certificated shares by a person with a 0.25% interest (as defined in Diageo’s articles of association) if such a person has been served with a restriction notice (as defined in Diageo’s articles of association) after failure to provide Diageo with information concerning interests in those shares required to be provided under the Companies Acts, unless the transfer is shown to the Board to be pursuant to an arm’s length sale (as defined in Diageo’s articles of association).

Substantive shareholder voting rights
The company’s substantial shareholders do not have different voting rights.


AMERICAN DEPOSITARY SHARES

General
The ordinary shares of Diageo may be issued in the form of American depositary shares, or ADSs. Each Diageo ADS represents four ordinary shares of Diageo.
Citibank, N.A. is the depositary with respect to Diageo’s ADSs, which are evidenced by American depositary receipts, or ADRs. Each ADS represents an ownership interest in four ordinary shares deposited with the custodian, as agent of the depositary, under the Deposit Agreement dated 14 February 2013 between Diageo, the Depositary and owners and beneficiaries of the ADRs (the “Deposit Agreement”). Each ADS also represents any other securities, cash or other property which may be held by Citibank, N.A. as depositary.
The principal executive office of Citibank, N.A. and the office at which the ADRs will be administered is currently located at 388 Greenwich Street, New York, New York 10013, United States. Citibank, N.A. is a national banking association organized under the laws of the United States. The custodian will be Citibank, N.A. (London Branch) and its duties will be administered from its principal London office, currently located at 25 Molesworth Street, Lewisham, London SE13 7EX, United Kingdom.
You may hold ADSs either directly or indirectly through your broker or other financial institution. If you hold ADSs directly, by having an ADS registered in your name on the books of the depositary, you are an ADR holder. If you hold the ADSs through your broker or financial institution nominee, you must rely on the procedures of such broker or financial institution to assert the rights of an
334


ADR holder described in this section. You should consult with your broker or financial institution to find out what those procedures are.
Diageo will not treat ADR holders as shareholders and ADR holders will not have shareholder rights. English law governs shareholder rights. The depositary will be the holder of the ordinary shares underlying your ADSs. As a holder of ADRs, you will have ADR holder rights, which are set out in the Deposit Agreement. The Deposit Agreement also sets out the rights and obligations of the depositary.
The following is a summary of the material terms of the Deposit Agreement. Because it is a summary, it does not contain all the information that may be important to you. For more complete information, you should read the entire form of Deposit Agreement and the form of ADR, which contain the terms of the ADSs. Please refer to Exhibit 99.A on Form F-6 (File No. 333-186400) filed with the Securities and Exchange Commission on 1 February 2013). Copies of the Deposit Agreement are also available for inspection at the offices of the depositary.

Share Dividends and Other Distributions
Diageo may make various types of distributions with respect to its securities. The depositary has agreed to pay to you the cash dividends or other distributions it or the custodian receives on ordinary shares or other deposited securities, after deducting its fees and expenses. You will receive these distributions in proportion to the number of underlying ordinary shares that your ADSs represent.
Except as stated below, to the extent the depositary is legally permitted it will deliver such distributions to ADR holders in proportion to their interests in the following manner:
Cash. Upon receiving notice from Diageo that Diageo intends to distribute a cash dividend or other cash distribution, the depositary will establish a record date for such distribution. As promptly as practicable following the receipt of a cash dividend or other cash distribution from Diageo, the depositary will: (i) if at the time of receipt thereof any amounts received in a foreign currency can, in the judgment of the depositary, be converted on a practicable basis into U.S. dollars transferable into the United States, promptly convert or cause to be converted such cash dividend or cash distributions into U.S. dollars, (ii) if applicable, establish a record date for the distribution and (iii) distribute promptly such U.S. dollar amount, net of applicable fees, charges and expenses of the depositary and taxes withheld. The depositary shall distribute only such amount as can be distributed without attributing to any ADR holder a fraction of one cent. Any such fractional amounts shall be rounded to the nearest whole cent and so distributed to ADR holders entitled thereto. If the depositary cannot reasonably make such conversion or obtain any governmental approval or license necessary for the conversion, the depositary will hold any unconvertible foreign currency for your account without liability for any interest or, upon request, will distribute the foreign currency to you. If exchange rates fluctuate during a time when the depositary cannot convert a foreign currency, you may lose some or all of the value of the distribution.
Shares. Upon receiving notice from Diageo that Diageo intends to distribute a share dividend or free distribution of ordinary shares, the depositary will establish a record date for such distribution. The depositary will then either (i) deliver additional ADSs representing such ordinary shares, or (ii) if additional ADSs are not so distributed, take all actions necessary so that each ADS issued and outstanding after the ADS record date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional ordinary shares distributed, in each case net of applicable fees, charges and expenses of the depositary and taxes withheld. Only whole ADSs will be issued. Any ordinary shares which would result in fractional ADSs will be sold and the net proceeds will be distributed to the ADR holders entitled to them.
Rights to receive additional shares. Upon receiving notice from Diageo that Diageo intends to distribute rights to subscribe for additional ordinary shares or other rights and that Diageo wishes such rights to be made available to holders of ADSs, the depositary shall, after consultation with Diageo, have discretion as to the procedure for making such rights available to any ADR holders or in disposing of such rights on behalf of any ADR holders and making, as promptly as practicable, the net proceeds available to such ADR holders. If, by the terms of the offering of rights or for any other reason, the depositary may not either make such rights available to any ADR holders or dispose of such rights on behalf of any ADR holders and make the net proceeds available to such ADR holders, then the depositary shall allow such rights to lapse. If the depositary determines in its reasonable discretion that it is not lawful or practicable to make such rights available to all or certain ADR holders, if Diageo does not furnish such evidence or if the depositary determines it is not lawful or practicable to distribute such rights to all or some of the registered holders, the depositary may:
distribute such rights only to the holders to whom the depositary has determined such distribution is lawful and practicable;
if practicable, sell rights in proportion to the number of ADSs held by registered holders to whom the depositary has determined it may not lawfully or practicably make such rights available and distribute the net proceeds as cash; or
allow rights in proportion to the number of ADSs held by registered holders to whom the depositary has determined it may not lawfully or practicably make such rights available to lapse, in which case such registered holders will receive nothing.
335


Diageo has no obligation to file a registration statement under the Securities Act of 1933, as amended, in order to make any rights available to ADR holders.
Other Distributions. Upon receiving notice from Diageo that Diageo intends to distribute securities or property other than those described above and that Diageo wishes such rights to be made available to holders of ADSs, the depositary may distribute such securities or property in any manner it deems equitable and practicable. To the extent the depositary deems distribution of such securities or property not to be practicable, the depositary may, after consultation with Diageo, adopt any method that it reasonably deems to be equitable and practical, including but not limited to the sale of such securities or property and distribution of any net proceeds in the same way that cash is distributed.
The depositary may choose any practical method of distribution for any specific ADR holder, including the distribution of securities or property, or it may retain such items, without paying interest on or investing them, on behalf of the ADR holder as deposited property.
There can be no assurances that the depositary will be able to convert any currency at a specified exchange rate or sell any property, rights, shares or other securities at a specified price, nor that any of such transactions can be completed within a specified time period.

Deposit, Withdrawal and Cancellation
The depositary will deliver ADSs if you or your broker deposit ordinary shares or evidence of rights to receive ordinary shares with the custodian. In the case of the ADSs to be issued under a prospectus supplement, Diageo may arrange with the underwriters named therein to deposit such ordinary shares if and as provided in the prospectus supplement.
Ordinary shares deposited with the custodian must also be accompanied by certain documents, including (a) in the case of certificated shares, instruments showing that such ordinary shares have been properly transferred or endorsed and (b) in the case of book-entry shares, confirmation of book-entry transfer and recordation, in each case to the person on whose behalf the deposit is being made.
The custodian will hold all deposited ordinary shares for the account of the depositary. ADR holders thus have no direct ownership interest in the ordinary shares and have only such rights as are contained in the Deposit Agreement. The deposited shares and any other securities, property or cash received by the depositary or the custodian and held under the Deposit Agreement are referred to as deposited property.
Upon each deposit of ordinary shares, receipt of related delivery documentation and compliance with the other provisions of the Deposit Agreement, including the payment of the fees and charges of the depositary and any taxes or other fees or charges owing, the depositary will issue and deliver ADSs in the name of the person entitled thereto and, if applicable, issue ADRs evidencing the number of ADSs to which such person is entitled. ADRs will be delivered at the depositary’s principal office.
The depositary will make arrangements for the acceptance of ADSs for book-entry settlement through The Depository Trust Company, or DTC. All ADSs held through DTC will be registered in the name of Cede & Co., the nominee for DTC. Unless issued as uncertificated ADSs, the ADSs registered in the name of Cede & Co. will be evidenced by one or more receipt(s) in the form of a “Balance Certificate,” which will provide that it represents the aggregate number of ADSs from time to time indicated in the records of the depositary as being issued to DTC hereunder and that the aggregate number of ADSs represented thereby may from time to time be increased or decreased by making adjustments on such records of the depositary and of DTC or Cede & Co.
When you turn in your ADSs (and, if applicable, the ADRs evidencing the ADSs) at the depositary’s office, the depositary will, upon payment of certain applicable fees, charges and taxes, and upon receipt of proper instructions, deliver the underlying ordinary shares to you. At your risk, expense and request, the depositary will deliver (to the extent permitted by law) deposited property at the depositary’s principal office.
The depositary may restrict the withdrawal of deposited securities only in connection with:
temporary delays caused by closing Diageo’s transfer books or those of the depositary or the deposit of ordinary shares in connection with voting at a shareholders’ meeting, or the payment of dividends;
the payment of fees, taxes and similar charges; or
compliance with any U.S. or foreign laws or governmental regulations relating to the ADSs or to the withdrawal of deposited securities.
This right of withdrawal may not be limited by any other provision of the Deposit Agreement.

Voting Rights
If you are an ADR holder and the depositary asks you to provide it with voting instructions, you may instruct the depositary how to exercise the voting rights for the ordinary shares which underlie your ADRs. After receiving voting materials from Diageo, the depositary will, if Diageo asks it to, notify the ADR holders of any shareholder meeting or solicitation of consents for proxies. This notice will describe how you may, subject to English law and the provisions of Diageo’s articles of association, instruct the depositary to exercise the voting rights for the ordinary shares which underlie your ADSs. For instructions to be valid, the depositary must receive them on or before the date specified. The depositary will try, as far as practical, subject to English law and the provisions of Diageo’s articles of association, to vote or to have its agents vote the shares or other deposited securities as you instruct. The depositary will not vote or attempt to exercise the right to vote that attaches to the shares or other deposited securities, other than in accordance with your instructions or deemed instructions. If the depositary does not receive instructions from you on or before the specified date and voting is by poll, the depositary will deem you to have instructed it to give a discretionary proxy to a person designated by Diageo to vote such deposited securities.
336



However, we cannot assure you that you will receive our voting materials in time for you to give the depositary instructions to vote any deposited securities. In addition, the depositary and its agents are not responsible for failing to carry out voting instructions to vote the deposited securities, if, for example, the instructions are not received in time to vote the amount of the deposited securities or if English or other applicable laws prohibit such voting.
Notwithstanding anything contained in the Deposit Agreement or any ADR, the depositary may, to the extent not prohibited by law or regulations, or by the requirements of the stock exchange on which the ADSs are listed, in lieu of distribution of the materials provided to the depositary in connection with any meeting of, or solicitation of consents or proxies from, holders of deposited securities, distribute to ADR holders a notice that provides ADR holders with, or otherwise publicizes to ADR holders, instructions on how to retrieve such materials or receive such materials upon request (i.e., by reference to a website containing the materials for retrieval or a contact for requesting copies of the materials).
Notwithstanding anything else contained in the Deposit Agreement or any ADR, the depositary shall not have any obligation to take any action with respect to any meeting, or solicitation of consents or proxies, of holders of deposited securities if the taking of such action would violate applicable U.S. laws. Diageo has agreed to take any and all actions reasonably necessary and as permitted by English law to enable ADR holders and beneficial owners to exercise the voting rights accruing to the deposited securities.

Reports and Other Communications
The depositary will make available for inspection by ADR holders any reports and communications from Diageo that are both received by the depositary as holder of deposited property and made generally available by Diageo to the holders of deposited property. Upon the request of Diageo, the depositary will send to you copies of reports furnished by Diageo pursuant to the Deposit Agreement.

Reclassifications, Recapitalizations and Mergers
If Diageo takes actions that affect the deposited securities, including any change in par value, split-up, consolidation or other reclassification of deposited securities or any recapitalization, reorganization, merger, consolidation, sale of assets or other similar action, then the depositary may, and will if Diageo asks it to:
distribute additional or amended ADRs;
distribute cash, securities or other property it has received in connection with such actions; or
sell any securities or property received and distribute the proceeds as cash.
If the depositary does not choose any of the above options, any of the cash, securities or other property it receives will constitute part of the deposited property and each ADS will then represent a proportionate interest in such property.

Amendment and Termination
Diageo may agree with the depositary to amend the Deposit Agreement and the ADSs without your consent for any reason. ADR holders must be given at least 30 days’ notice of any amendment that imposes or increases any fees or charges (except for taxes and other charges specifically payable by ADR holders under the Deposit Agreement), or affects any substantial existing right of ADR holders. If an ADR holder continues to hold ADRs when an amendment has become effective such ADR holder is deemed to agree to such amendment.
No amendment will impair your right to surrender your ADSs and receive the underlying securities except to comply with mandatory provisions of applicable law.
The depositary will terminate the Deposit Agreement if Diageo asks it to do so. The depositary may also terminate the Deposit Agreement if the depositary has told Diageo that it would like to resign and Diageo has not appointed a new depositary bank within 180 days. In either case, the depositary must notify you at least 90 days before termination. After termination, the depositary’s only responsibility will be (i) to advise you that the Deposit Agreement is terminated, (ii) to collect distributions on the deposited securities (iii) to sell rights and other property, and (iv) to deliver ordinary shares and other deposited securities upon cancellation of the ADRs. At any time from the termination date, the depositary may sell the deposited property which remains and hold the net proceeds of such sales and any other cash it is holding under the Deposit Agreement, without liability for interest, for the pro rata benefit of ADR holders who have not yet surrendered their ADRs. After making such sale, the depositary shall have no obligations except to account for such proceeds and other cash. The depositary will not be required to invest such proceeds or pay interest on them.

Limitations on Obligations and Liability to ADR Holders
The Deposit Agreement expressly limits the obligations and liability of the depositary, Diageo and their respective agents. Neither Diageo nor the depositary assumes any obligation nor shall either of them be subject to any liability under the Deposit Agreement to any ADR holder, except that they each agree to perform their respective obligations specifically set forth in the Deposit Agreement without negligence or bad faith. Neither Diageo nor the depositary will be liable if:
law, regulation, the provisions of or governing any deposited securities, act of God, war or other circumstance beyond its control shall prevent, delay or subject to any civil or criminal penalty any act which the Deposit Agreement or the ADRs provide shall be done or performed by it;
it exercises or fails to exercise discretion permitted under the Deposit Agreement or the ADR;
it performs its obligations specifically set forth in the Deposit Agreement without negligence or bad faith; or
337


it takes any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting ordinary shares for deposit, any registered holder of ADRs, or any other person believed by it to be competent to give such advice or information.
In the Deposit Agreement, Diageo agrees to indemnify Citibank, N.A. for acting as depositary, except for losses caused by Citibank, N.A.’s own negligence or bad faith, and Citibank, N.A. agrees to indemnify Diageo for losses resulting from its negligence or bad faith.
The depositary will not be responsible for failing to carry out instructions to vote the deposited securities or for the manner in which the deposited securities are voted or the effect of the vote.
The depositary may own and deal in deposited securities and in ADSs.
Neither Diageo nor the depositary nor any of their respective directors, employees, agents or affiliates shall incur any liability for any consequential or punitive damages for any breach of the terms of the Deposit Agreement.

Books of Depositary
The depositary or its agent will maintain a register for the registration, registration of transfer, combination and split-up of ADSs and, if applicable, ADRs evidencing such ADSs. You may inspect such records at such office during regular business hours, but solely for the purpose of communicating with other holders in the interest of business matters relating to the Deposit Agreement.
The depositary will maintain facilities to record and process the issuance, cancellation, combination, split-up and transfer of ADSs. These facilities may be closed from time to time when the depositary considers it expedient to do so.


338


Exhibit 12.1

I, Debra Crew, certify that:
1.I have reviewed this annual report on Form 20-F of Diageo plc;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
4.The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and
5.The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

Date: 3 August 2023

/s/ Debra Crew
Name: Debra Crew
Title: Chief Executive
(Principal Executive Officer)

339


Exhibit 12.2

I, Lavanya Chandrashekar, certify that:
1.I have reviewed this annual report on Form 20-F of Diageo plc;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
4.The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and
5.The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

Date: 3 August 2023

/s/ Lavanya Chandrashekar
Name: Lavanya Chandrashekar
Title: Chief Financial Officer
(Principal Financial Officer)

340


Exhibit 13.1

Certification

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)

Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), the undersigned officer of Diageo plc, a public limited company incorporated under the laws of England and Wales (the ‘Company’), hereby certifies, to such officer’s knowledge, that:
The Annual Report on Form 20-F for the year ended 30 June 2023 (the ‘Report’) of the Company fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: 3 August 2023

/s/ Debra Crew
Name: Debra Crew
Title: Chief Executive
(Principal Executive Officer)


The foregoing certification is being furnished solely pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code) and is not being filed as part of the Report or as a separate disclosure document.

341

Exhibit 13.2

Certification

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)

Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), the undersigned officer of Diageo plc, a public limited company incorporated under the laws of England and Wales (the ‘Company’), hereby certifies, to such officer’s knowledge, that:
The Annual Report on Form 20-F for the year ended 30 June 2023 (the ‘Report’) of the Company fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: 3 August 2023

/s/ Lavanya Chandrashekar
Name: Lavanya Chandrashekar
Title: Chief Financial Officer
(Principal Financial Officer)


The foregoing certification is being furnished solely pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code) and is not being filed as part of the Report or as a separate disclosure document.


Exhibit 15.1

Consent of Independent Registered Public Accounting Firm

We hereby consent to the incorporation by reference in the Registration Statements on Form F-3of Diageo plc (No.333-269929), Diageo Capital plc (No. 333-269929-01) and Diageo Investment Corporation (No. 333-269929-02), and Form S-8 (No. 333-153481, 333-162490, 333-169934, 333-182315, 333-206290 and 333-223071)of our report dated 3 August 2023 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in this Form 20-F.


/s/ PricewaterhouseCoopers LLP
London, United Kingdom
3 August 2023

000)1
Estimated Value
(£'000)
AwardAward DateAwarded
(ADRs)
 Vesting
(% Max)
Vesting
(ADRs)
Option priceADR priceDividend equivalent share
Estimated value
(
1.(1)     The total long-term incentives value shown in the single figure of remuneration on page 119, outlined in more detail174 is split between performance shares and share options in the table above and is based on an average ADR price for the last three months of the financial year.fiscal year ($178.52).
(2)    The value of performance share awards and options awarded and vesting included in the table above for Debra Crew are pro-rata amounts reflecting the period from 5 to 30 June as a proportion of the three-year performance period, as shown in the single figure of remuneration on page 174. The 1,176 pro-rata performance shares awarded comprises 714 performance shares granted under the DLTIP (total award of 30,076 ADRs) and 462 performance shares granted under the DESAP (total award of 19,494 ADRs), which was granted in recognition of equity which was forfeited on joining Diageo. The pro-rata share options number reflects 714 share options granted under the DLTIP (total award of 30,076 ADRs)

In considering the vesting outcome of the 2020 DLTIP awards, the Remuneration Committee was especially cognisant of investor concerns around the potential risk of windfall gains following volatility in global stock markets at the time of grant as a result of the Covid-19 pandemic. The Committee considered a number of factors including share price movement over the performance period (up 26%), Diageo's underlying financial performance, historical award and vesting levels and absolute award value. The Committee noted that the 2020 DLTIP awards were made in September 2020 and, in line with usual Diageo practice, the number of awards granted was determined using a six-month average share price up to 30 June. This helps to smooth out share price volatility and, at $143.63 for the 2020 grants, the price used to calculate the awards was only around 10% lower than the prior year's price. The Committee considered Diageo’s overall business performance and value created for shareholders and other relevant factors over the period and determined that the outcomes were fair and appropriate and made no adjustment to the payouts. It also considered the level of difficulty of the targets set at a time of uncertainty and determined that the vesting outcome was consistent with Diageo's long-term performance and returns to shareholders. Diageo's compound annual growth in net sales and profit over this period have also been at the top end of the global peer group.
Pension
Pensions and benefits in the year ended 30 June 2022 2023

Benefits provisions for the Executive Directors are in accordance with the information set out in the Directors’ remuneration policy table.policy.

Pension arrangements
Ivan Menezes and Lavanya Chandrashekar are memberswas a member of the Diageo North America Inc. Supplemental Executive Retirement Plan (SERP), with an accrual rate of 20% of base salary until 1 January 2023 when it was reduced to 14% of base salary, until his date of death of 6 June 2023. Debra Crew and Lavanya Chandrashekar are members of the SERP with an accrual rate of 14% of base salary respectively during the year ended 30 June 2022. The accrual rate for Ivan Menezes was reduced from 30% to 20% of salary with effect 1 July 2019 and, in accordance with the 2020 remuneration policy, the company will reduce the accrual rate further to 14% of salary on 1 January 2023.
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, employeesDebra Crew and Lavanya Chandrashekar can withdraw the balance of the plan six months after leaving service (in the case of Ivan Menezes) or six months after leaving service or age 55, if later (inand the case of Lavanya Chandrashekar). The balance may be withdrawn in either a lump sum or five equal annual instalments, depending on the size of the balance.
Both
Ivan Menezes, Debra Crew and Lavanya Chandrashekar participated in the US Cash Balance Plan and the Benefit Supplemental Plan (BSP), until August 2012, 30 September 2022 and June 2021 respectively, and have accrued benefits under both plans. The Cash Balance Plan is a qualified funded pension arrangement. Employer contributions arewere 10% of pay capped at the Internal Revenue Service (IRS) limit. The BSP is a non-qualified unfunded arrangement; notional employer contributions arewere 10% of pay above the IRS limit. Interest (notional for the BSP) is credited quarterly on both plans.

Ivan Menezes was also a member of the Diageo Pension Scheme (DPS) in the United Kingdom between 1 February 1997 and 30 November 1999. The accrual of pensionable service ceased in 1999 but the linkage to salary remained until January 2012. Ivan Menezes has reached his normal retirement age in the DPS.

Upon death in service on 6 June 2023, a life insurance benefit of $3 million isbecame payable by the insurance provider for Ivan Menezes andMenezes. In the event of death in service, a lump sum of foursix times base salary is payable forto Debra Crew and Lavanya Chandrashekar.
183

Governance (continued)
The table below shows the pension benefits accrued by each Executive Director as at year end (or to date.6 June 2023 in the case of Ivan Menezes). The accrued United Kingdom benefits for Ivan Menezes are annual pension amounts, whereas the accrued US benefits for Ivan Menezes, Debra Crew and Lavanya ChandreshekarChandrashekar are one-off cash balance amounts.

30 June 202230 June 2021
Executive DirectorUK pension
£'000 p.a.
US benefit
£'000
UK pension
£'000 p.a.
US benefit
£'000
Ivan Menezes1
759,251757,645
Lavanya Chandrashekar2
Nil302Nil160

30 June 202330 June 2022
Executive DirectorUK pension
£'000 p.a.
US benefit
£'000
UK pension
£'000 p.a.
US benefit
£'000
Ivan Menezes(1)
759,563759,251
Debra Crew(2)
Nil761Nil761
Lavanya Chandrashekar(3)
Nil413Nil302
1.(1)    Ivan Menezes' US benefits are higher at 306 June 20222023 than at 30 June 20212022 by £1,606k. £369k£312k. £452k of which is due to pension benefits earned over the year (£209k(none of which is over and above the increase due to inflation – as reported in the single figure of remuneration, see page 193)139). £57k£103k of which is due to interest earned on his deferred US benefits over the year. 1,180kuntil his death in service and a reduction of (£243k) which is due to exchange rate movements over the year.
2. Lavanya Chandrashekar's(2)     Debra Crew's US benefits are higherthe same at 30 June 20222023 than at 30 June 2021 by £142k. £103kthe date of her appointment to interim CEO and Executive Director and CEO. The breakdown of this relates to £10k of which is due to pension benefits earned over the year (£103k(all of which is over and above the increase due to inflation – as reported in the single figure of remuneration, see page 193). £4k174), £1k of which is due to interest earned on her deferred US benefits over the year;year and
35k a reduction of (£11k) of which is due to exchange rate movements over the year.
(3) Lavanya Chandrashekar's US benefits are higher at 30 June 2023 than at 30 June 2022 by £111k. The breakdown of this relates to £122k of which is due to pension benefits earned over the year (£110k of which is over and above the increase due to inflation – as reported in the single figure of remuneration, see page 174), £7k of which is due to interest earned on her deferred US benefits over the year and a reduction of (£18k) of which is due to exchange rate movements over the year.

The Normal Retirement Age applicable to each Director’s benefits depends on the pension scheme, as outlined below.

198

Governance (continued)
Executive DirectorUK benefits
(DPS)
US benefits
(Cash Balance Plan)
US benefits
(BSP)
US benefits
(SERP)
Ivan Menezes60656 months after leaving service6 months after leaving service
Lavanya Chandrashekarn/a656 months after leaving service, or age 55 if later6 months after leaving service, or age 55 if later
Executive DirectorUK benefits
(DPS)
US benefits
(Cash Balance Plan)
US benefits
(BSP)
US benefits
(SERP)
Ivan Menezes60656 months after leaving service6 months after leaving service
Debra Crewn/a656 months after leaving service, or age 55 if later6 months after leaving service, or age 55 if later
Lavanya Chandrashekarn/a656 months after leaving service, or age 55 if later6 months after leaving service, or age 55 if later

Long-term incentive awards made during the year ended 30 June 20222023

On 3 September 2021,2022, Ivan Menezes, Debra Crew and Lavanya Chandrashekar received awards of performance shares and market-pricemarket-priced share options under the DLTIP asbased on a percentage of base salary as outlined below. Ms Crew was not an Executive Director at the time of grant. The three-year period over which performance will be measured is 1 July 20212022 to 30 June 2024.2025.
The performance measures and targets for awards made in September 20212022 are outlined below. Net sales and profit before exceptional items and tax are key levers for driving top and bottom line growth. The free cash flow measure was selected because it represents a robust measure of cash performance consistent with typical external practice and is a key strategic priority. Total shareholder return, is the only relative performance measure under the plan, provides good alignment with shareholder interests and increases the leverage based on share price growth. Finally, the environmental, social and governance (ESG) measure (20% of total performance share award), which was introduced in 2020, reinforces the stretching and strategically important goals under the ‘Society 2030: Spirit of Progress’ ambition, Diageo’s 10-year action plan to help create an inclusive and sustainable world. The definition of the ESG measures is the same as the 2022 award, outlined in more detailwas set out on page 207.163 of the annual remuneration report for fiscal 22.

Performance sharesShare options
2021 DLTIPOrganic net sales growthOrganic profit before exceptional items and tax growthReduction in greenhouse gas emissionImprovement in water efficiencyChanged attitudes on dangers of underage drinking% Female leaders% Ethnically diverse leadersCumulative free cash flowRelative TSR
Weighting40 %40 %%%%2.5 %2.5 %50 %50 %
Target range5% - 9%6.5% - 13.5%19.1% - 27.1%6.3% - 12.1%2.3m - 3.7m44% - 46%39% - 41%£7,450m - £9,250mMedian - upper quintile
Performance sharesShare options
2022 DLTIPOrganic net sales growthOrganic profit before exceptional items and tax growthReduction in greenhouse gas emissionWater efficiencyChanged attitudes on dangers of underage drinking% Female leaders% Ethnically diverse leaders
Cumulative free cash flow(1)
Relative TSR
Weighting40 %40 %%%%2.5 %2.5 %50 %50 %
Target range4.5% - 8.5%5% - 12%10.7% - 17.6%6.3% - 12.1%2.6m - 4.0m45% - 47%42% - 44%$10,175m - $12,569mMedian - upper quintile

1.The cumulative free cash flow (FCF) targets have been restated in USD following the change in reporting currency from fiscal 24 onwards (original GBP target range was £7,650m - £9,450m). More details can be found on page 41.
20% (25% for Ms Crew as the awards were made before she became an Executive Director) of DLTIP awards will vest at threshold, with vesting in a straight line up to 100% if the maximum level of performance is achieved. As explained in the remuneration policy, table, one performance share is deemed equal in value at grant to three share options.
Executive DirectorDate of grantPlanShare typeAwards made
during the year
Exercise
price
Face value
$'000
Face value
(% of salary)
Ivan Menezes03/09/2021DLTIP - share optionsADR36,675$194.75$6,417375 %
Ivan Menezes03/09/2021DLTIP - performance sharesADR36,675$6,417375 %
Lavanya Chandrashekar03/09/2021DLTIP - share optionsADR20,060$194.75$3,510360 %
Lavanya Chandrashekar03/09/2021DLTIP - performance sharesADR20,060$3,510360 %
184

Governance (continued)
Executive DirectorDate of grantPlanShare typeAwards made
during the year
Exercise
price
Face value
$'000
Face value
(% of salary)
Ivan Menezes02/09/2022DLTIP - share optionsADR33,845$176.95$6,610375 %
Ivan Menezes02/09/2022DLTIP - performance sharesADR33,845$6,610375 %
Debra Crew02/09/2022DLTIP - share optionsADR26,629$176.95$5,200360 %
Debra Crew02/09/2022DLTIP - performance sharesADR26,629$0.00$5,200360 %
Lavanya Chandrashekar02/09/2022DLTIP - share optionsADR18,512$176.95$3,615360 %
Lavanya Chandrashekar02/09/2022DLTIP - performance sharesADR18,512$3,615360 %

The proportion of the awards outlined above that will vest is dependent on the achievement of performance conditions and continued employment, and the actual value received may be nil. The vesting outcomes will be disclosed in the 2024 Annual Report.2025 annual remuneration report.

In accordance with the plan rules, the number of performance shares and share options granted under the DLTIP was calculated by using the average closing ADR price for the last six months of the preceding financial year ($174.97)195.29). This price is used to determine the face value in the table above. In accordance with the plan rules, the exercise price was calculated using the average closing ADR price of the three days preceding the grant date ($194.75)176.95). The ADR price on the date of grant was $195.97.

199185

Governance (continued)
Outstanding share plan interests
Plan nameDate of awardPerformance periodDate of vestingShare typeShare price on date of grantExercise price
Number of shares/options at 30 June 2021 1
GrantedVested/exercisedDividend Equivalent Shares releasedLapsedNumber of shares/options at 30 June 2022
Ivan Menezes
DLTIP – share options10
Sep 20152015-20182018ADR

$104.9329,895

29,895 

0
DLTIP – share options10
Sep 20162016-20192019ADR

$113.6639,734

39,734 

DLTIP – share options3
Sep 20172017-20202020ADR$134.06 14,09814,098
DLTIP – share options3
Sep 20182018-20212021ADR$140.89 42,84838,564 4,284
Total vested but unexercised share options in Ords2
73,528
DLTIP - share options4,5
Sep 20192019-20222022ADR$170.2838,827


38,827
DLTIP - share options6
Sep 20202020-20232023ADR$133.8843,377


43,377
DLTIP - share options7
Sep 20212021-20242024ADR$194.75036,675


36,675
Total unvested share options subject to performance in Ords2
475,516
DLTIP - performance shares8
Sep 20182018-20212021ADR$139.4142,84812,554 701 30,294 0
DLTIP - performance shares4,5
Sep 20192019-20222022ADR$174.7238,827


38,827
DLTIP - performance shares6
Sep 20202020-20232023ADR$133.7043,377


43,377
DLTIP - performance shares7
Sep 20212021-20242024ADR$195.97036,675


36,675
Total unvested shares subject to performance in Ords2
475,516
Lavanya Chandrashekar
DLTIP – share options3
Sep 20182018-20212021ADR$140.893,832

3,832
DLTIP – share options3
Sep 20182018-20212021ADR$140.891,0641,064
Total vested but unexercised share options in Ords2
19,584
DLTIP – share options7
Sep 20212021-20242024ADR$194.7520,060


20,060
Total unvested share options subject to performance in Ords2
80,240
DLTIP – performance sharesSep 20182018-20212021ADR$139.411,593503 28 1,090 0
DLTIP – performance shares4,5
Sep 20192019-20222022ADR$174.721,444


1,444
DLTIP – performance shares6
Sep 20202020-20232023ADR$133.701,827


1,827
DLTIP – performance shares7
Sep 20212021-20242024ADR$195.9720,060


20,060
Total unvested shares subject to performance in Ords2
93,324
DLTIP – restricted stock unitsSep 20182018-20212021ADR$139.41766766 0
DLTIP – restricted stock unitsSep 20182018-20212021ADR$139.4117741,774 0
DLTIP – restricted stock unitsSep 20192019-20222022ADR$174.7215671,567
DLTIP – restricted stock unitsSep 20202020-20232023ADR$133.70 2,6352,635
Total unvested shares not subject to performance in Ords2,9
16,808
Plan nameDate of awardPerformance periodYear of vestingAward calculation share priceExercise price
Number of shares/options at 30 June 2022 (1)
GrantedVested/exercisedDividend equivalent Shares releasedLapsedNumber of shares/options at 30 June 2023Share type
Ivan Menezes
DLTIP – share options(3)
Sep 20172017-20202020$134.06 14,098 14,098 ADR
DLTIP – share options(3)
Sep 20182018-20212021$140.89 4,284 4,284ADR
DLTIP – share options(3)
Sep 20192019-20222022$170.28 38,827 14,94923,878ADR
Total vested but unexercised share options in Ordinary shares(2)
169,040ORD
DLTIP - share options(4) (5) (9)
Sep 20202020-20232023$133.88 43,37743,377ADR
DLTIP – share options(6) (9) (11)
Sep 20212021-20242024$194.75 36,675 12,24824,427ADR
DLTIP - share options(7) (9) (11)
Sep 20222022-20252025$176.95 33,84522,57411,271ADR
Total unvested share options subject to performance in Ordinary shares(2)
316,300ORD
DLTIP - performance sharesSep 20192019-20222022$160.46 38,82723,0241,47615,8030ADR
DLTIP - performance shares(4) (5) (9)
Sep 20202020-20232023$143.63 43,377 43,377ADR
DLTIP - performance shares(6) (9)
Sep 20212021-20242024$174.97 36,675 12,24824,427ADR
DLTIP - performance shares(7) (9)
Sep 20222022-20252025$195.29 33,84522,57411,271ADR
Total unvested shares subject to performance in Ordinary shares(2)
316,300ORD
Debra Crew
DLTIP - share options(4) (5)
Sep 20202020-20232023$133.88 30,07630,076ADR
DLTIP – share options(6) (11)
Sep 20212021-20242024$194.75 27,019 27,019 ADR
DLTIP - share options(7) (11)
Sep 20222022-20252025$176.95 26,62926,629ADR
Total unvested share options subject to performance in Ordinary shares(2)
334,896ORD
DLTIP - performance shares(4) (5)
Sep 20202020-20232023$143.63 30,07630,076ADR
DLTIP - performance shares(6)
Sep 20212021-20242024$174.97 27,019 27,019 ADR
DLTIP - performance shares(7)
Sep 20222022-20252025$195.29 26,62926,629 ADR
DESAP - performance shares(4)(5)(8)
Sep 20202020-20232023$143.63 19,494 19,494 ADR
DESAP - performance shares(8)
Mar 20222023-20252026$197.06 8,796 8,796 ADR
DESAP - performance shares(8)
Mar 20222024-20262027$197.06 8,930 8,930 ADR
DESAP - performance shares(8)
Mar 20222025-20272028$197.06 8,930 8,930 ADR
Total unvested shares subject to performance in Ordinary shares(2)
519,496ORD
DESAP – restricted stock units (8)
Mar 20222027$197.06 8,7968,796ADR
DESAP – restricted stock units (8)
Mar 20222028$197.06 8,930 8,930 ADR
DESAP – restricted stock units (8)
Mar 20222029$197.06 8,9308,930ADR
Total unvested shares not subject to performance in Ordinary shares(2), (8)
106,624ORD
Lavanya Chandrashekar
DLTIP – share options(3)
Sep 20182018-20212021$140.89 3,8323,832ADR
DLTIP – share options(3)
Sep 20182018-20212021$140.89 1,0641,064ADR
Total vested but unexercised share options in Ordinary shares(2)
19,584ORD
DLTIP – share options(6) (11)
Sep 20212021-20242024$194.75 20,060 20,060 ADR
DLTIP – share options(7) (11)
Sep 20222022-20252025$176.95 18,51218,512ADR
Total unvested share options subject to performance in Ordinary shares(2)
154,288ORD
DLTIP – performance sharesSep 20192019-20222022$160.46 1,444 863 55 581 — ADR
DLTIP – performance shares(4) (5)
Sep 20202020-20232023$143.63 1,827 1,827 ADR
DLTIP – performance shares(6)
Sep 20212021-20242024$174.97 20,060 20,060 ADR
DLTIP – performance shares(7)
Sep 20222022-20252025$195.29 18,51218,512ADR
Total unvested shares subject to performance in Ordinary shares(2)
161,596ORD
DLTIP – restricted stock units (10)
Sep 20192019-20222022$160.46 1,567 1,567 1,567 — ADR
DLTIP – restricted stock units (10)
Sep 20202020-20232023$143.63  2,6352,635ADR
Total unvested shares not subject to performance in Ordinary shares(2),(10)
10,540ORD
1.1)     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 an expiry date of 10 years after the date of grant.
2.2)     ADRs have been converted to OrdsORDs (one ADR is equivalent to four ordinary shares) for the purpose of calculating the total number of vested and unvested shares and options.
3.3)     The total number of share options granted under the DLTIP in September 2017, 2018 and 20182019 showing as outstanding as at 30 June 20222023 are vested but unexercised share options.
4.(4)    Performance shares and share options granted under the DLTIP in September 20192020 and due to vest in September 20222023 are included here as unvested share awards subject to performance conditions, although the awards have also been included in the single figure of remuneration table onon page 193, 174, since the performance period ended during the year ended 30 June 2022.2023.
5.(5) Details of the performance conditions attached to DLTIP awards of performance shares and share options granted in 2019 are organic net sales growth (3.75%-6%), organic growth in profit before exceptional items and tax (4.5%-10.5%), cumulative free cash flow (£8,600m-£9,600m) and relative total shareholder return (median-upper quintile).
6.    Details of the performance conditions attached to DLTIP
DESAP awards of performance shares and share options granted in 2020 are organic net sales growth (4%-8%), organic growth in profit before exceptional items and tax (4.5%-12%), reduction in greenhouse gas emissions (6.3%-14.3% - 14.3%), improvement in water
186

Governance (continued)
efficiency (5.8% - 11.2%-11.2%), changing attitudes on dangers of underage drinking (0.75m-1.25m), % of female leaderleaders (41% - 43%-43%), % of ethnically diverse leaders (38% - 40%-40%), cumulative free cash flow (£6,200m-£8,200m) and relative total shareholder return (median-upper quintile).
7.
(6) Details of the performance conditions attached to DLTIP awards of performance shares and share options granted in 2021 are organic net sales growth (5%-9%), organic growth in profit before exceptional items and tax (6.5%-13.5%), reduction in greenhouse gas emissions (19.1%-27.1%), improvement in water efficiency (6.3% - 12.1%-12.1%), changing attitudes on dangers of underage drinking (2.3m-3.7m), % of female leaderleaders (44% - 46%-46%), % of ethnically diverse leaders (39% - 41%-41%), cumulative free cash flow (£7,450m-£9,250m)($10,058m-$12,488m) and relative total shareholder return (median-upper quintile).
8.
(7) Details of the performance conditions attached to DLTIP awards of performance shares and share options granted in 2022 are organic net sales growth (4.5%-8.5%), organic growth in profit before exceptional items and tax (5.0%-12.0%), reduction in greenhouse gas emissions (10.7%-17.6%), improvement in water efficiency (6.3%-12.1%), changing attitudes on dangers of underage drinking (2.6m-4.0m), % of female leaders (45%-47%), % ethnically diverse leaders (42%-44%), cumulative free cash flow ($10,175m-$12,569m) and relative total shareholder return (median-upper quintile).
(8) The performance shares awarded to Debra Crew in 2020 under the Diageo Exceptional Stock Award Plan (DESAP) were granted in recognition of equity which was forfeited on joining Diageo in 2020 and have the same performance measures and targets as the 2020 DLTIP performance shares (see footnote 5). Debra Crew was granted a number of performance shares and restricted stock units under the DESAP in March 2022 for incentive and retention purposes. The DESAP performance shares will vest based on a performance hurdle of winning or holding market share in at least 2/3rs of total NSV in measured markets over the respective three-year performance periods (F23-F25 for awards due to vest in September 2026, F24-F26 for awards due to vest in September 2027 and F25-F27 for awards due to vest in September 2028). The DESAP restricted stock units vest subject to continued employment up to the vesting date.
(9) In accordance with the policy and plan rules treatment on death-in-service, the 2020, 2021 and 2022 awards for Ivan Menezes must retain the net shares resulting from the award that vested (including dividend equivalent shares)early on 3 September 2021 until 3 September2 August 2023 under the post vesting retention period.
9.
based on an assessment of performance as at 30 June 2023. Further information can be found on page 190.
(10) Lavanya Chandrashekar was granted a number of restricted stock units prior to her appointment as CFO and joining the Board.
10.    On 14 September
(11) The Free Cash Flow (FCF) performance targets for both the 2021 Ivan Menezes exercised 23,229 share options under his 2015 award. The option price was $104.93 and 2022 DLTIP awards have been restated in USD following the share price at exercise was $193.55. On 15 September 2021, Ivan Menezes exercised the remaining 6,666 share options under his 2015 award. The option price was $104.93 and the share price at exercise was $192.04. Ivan Menezes also exercised 39,734 share options under 2016 award - the option price was $113.66 and the share price at exercise was $192.04.
change in functional currency. More details can be found on page 41.


200187

Governance (continued)
Directors’ shareholding requirements and share and other interests

The beneficial interests of the Directors who held office during the year ended 30 June 20222023 (and their connected persons) in the ordinary shares (or ordinary share equivalents) of the company are shown in the table below.

Ordinary shares or equivalent1,2



26 July 202230 June 2022(or date of departure, if earlier)30 June 2021
(or date of appointment if later)
Shareholding requirement
(% salary)3
Shareholding at 26 July 2022
(% salary)
3
Shareholding requirement met
Chairman
Javier Ferrán7,9
307,522307,288254,242
Executive Directors
Ivan Menezes4,5,7
1,078,5661,078,5661,145,894500 %3,093 %Yes
Lavanya Chandrashekar6,7
6,2286,228400 %31 %No - to be met by July 2026
Non-Executive Directors
Susan Kilsby7
2,6002,6002,600
Melissa Bethell2,6682,668
Valérie Chapoulaud-Floquet2,0552,0552,017
Sir John Manzoni2,8702,8702,816
Lady Mendelsohn5,0005,0005,000
Alan Stewart7,1207,1207,069
Ireena Vittal00
Karen Blackett8
00

Ordinary shares or equivalent(1),(2)



26 July 202330 June 2023 (or date of cessation, if earlier)(or date of departure, if earlier)30 June 2022
(or date of appointment if later)
Shareholding requirement
(% salary)(3)
Shareholding at 25 July 2023
(% salary)
(3)
Shareholding requirement met
Chairman
Javier Ferrán(7)
310,720310,468307,288
Executive Directors
Ivan Menezes(4),(7)
1,141,2341,141,2341,078,566500 %2,728 %Yes
Debra Crew(7),(8)
260260n/a500 %%No - to be met by June 2028
Lavanya Chandrashekar (5),(6),(7)
11,11311,1096,228400 %47 %No - to be met by July 2026
Non-Executive Directors
Susan Kilsby(7)
2,6002,6002,600
Melissa Bethell2,6682,66826.68
Valérie Chapoulaud-Floquet2,0982,0982,055
Sir John Manzoni2,9292,9292,870
Lady Nicola Mendelsohn5,0005,0005,000
Alan Stewart7,2697,2697,120
Ireena Vittal
Karen Blackett

Notes
1.(1)     Each person listed beneficially owns less than 1% of Diageo’s ordinary shares. Ordinary shares held by Directors have the same voting rights as all other ordinary shares.
2.(2)     Any change in shareholding between the end of the financial year on 30 June 20222023 and the last practicable date before publication of this report, being 26 July 2022,2023, is outlined in the table above.
3.(3)     Both the shareholding requirement and shareholding at 26 July 20222023 are expressed as a percentage of base salary on 30 June 20222023 and calculated using ana three-month average share price for the year endedperiod ending 30 June 20222023 of £36.89.£35.11.
4.(4)     In addition to the number of shares reported in the table above, Ivan MenezesMenezes' estate holds 73,528169,040 vested but unexercised share options.
5.     Ivan Menezes 2021(5)     Lavanya Chandrashekar's 2022 Deferred Bonus Plan Shares (2,826 ADSs) is(1,698 ADRs) are included in histhe total share interests shown above.
6.(6)     In addition to the number of shares reported in the table above, Lavanya Chandrashekar holds 19,584 vested but unexercised share options.
7.(7)     Javier Ferrán, Ivan Menezes, Debra Crew, Lavanya Chandrashekar and Susan Kilsby have share interests in ADRs (one ADR is equivalent to four ordinary shares); the. The share interests in the table are stated as ordinary share equivalents.
8.     Karen Blackett(8)    Debra Crew joined the Board on 1 June 2022.
9. With regard to Javier Ferrán, includedDiageo in the number2020 and her first tranche of shares reportedDiageo share awards will vest in the table above are 180,000 ordinary shares which Javier Ferrán transferred to his daughters as a gift during the financial year. While his daughters are not his connected persons, he has a power of attorney to make investment decisions to buy and sell shares on behalf of his daughters.
September 2023.


201188

Governance (continued)
Relative importance of spend on pay
The graphgraphs below illustratesillustrate the relative importance of spend on pay (total remuneration of all group employees) compared with distributions to shareholders (total dividends plus the share buyback programme but excluding transaction costs), and the percentage change from the year ended 30 June 20212022 to the year ended 30 June 2022.2023. There are no other significant distributions or payments of profit or cash flow

Relative importance of spend on pay – percentage change

Distributions to shareholders
127.3%(21.5)%
deo-20220630_g108.jpg
13194139545372
Staff pay
13.2%1.9%
deo-20220630_g109.jpg
13194139545376


Chief ExecutiveCEO total remuneration and TSR performance
The graph below shows the total shareholder return for Diageo plc and the FTSE 100 Index since 30 June 20122013 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 a widely recognised performance benchmark for large companies in the United Kingdom.

deo-20220630_g110.jpgDIA024_02_Workiva_Governance-chart3.jpg

202

Governance (continued)
Ivan Menezes(1)
£'000
F14
Ivan Menezes(1)
£'000
F15
Ivan Menezes(1)
£'000
F16
Ivan Menezes(1)
£'000
F17
Ivan Menezes1
£'000
F18
Ivan Menezes(1)
£'000
F19
Ivan Menezes(1)
£'000
F20
Ivan Menezes(1)
£'000
F21
Ivan Menezes(1)
£'000
F22
Ivan Menezes(1)
£'000
F23
Debra Crew(1)
£'000
F23
Chief Executive total remuneration (includes legacy DLTIP awards)7,3123,8884,1563,3998,99511,7762,2736,0197,34310,582403
Annual incentive(2)
%44 %65 %68 %70 %61 %0.0 %94 %93.75 %37.25 %35.38 %
Share options(2)
71 %%%%60 %73 %27.5 %10.0 %61.5 %77.5 %77.5 %
Performance shares(2)
55 %33 %31 %%70 %89 %10.0 %29.3 %59.3 %98.7 %98.8 %
Paul S Walsh £'000
F13
Ivan Menezes1
£'000
F14
Ivan Menezes1
£'000
F15
Ivan Menezes1
£'000
F16
Ivan Menezes1
£'000
F17
Ivan Menezes1
£'000
F18
Ivan Menezes1
£'000
F19
Ivan Menezes1
£'000
F20
Ivan Menezes1
£'000
F21
Ivan Menezes1
£'000
F22
Chief Executive total remuneration (includes legacy LTIP awards)15,5577,3123,8884,1563,3998,99511,7762,2736,0197,881
Annual incentive2
51 %%44 %65 %68 %70 %61.0 %%93.75 %93.75 %
Share options2
100 %71 %%%%60 %73.1 %27.5 %10.0 %61.5 %
Performance shares2
95 %55 %33 %31 %%70 %89.3 %10.0 %29.3 %59.3 %
1.1)     To enable comparison, Ivan Menezes’ and Debra Crew's single total figure of remuneration has been converted into sterling using the average weighted exchange rate for the relevant financial year. The figure represented in the graph for fiscal 23 is the combined single figure total for Ivan Menezes and Debra Crew.
2.(2)     % of total maximum opportunityopportunity.

189

Governance (continued)
PayRemuneration for Directors in the context of wider workforce remunerationand CEO pay ratio
Alignment of Executive pay with the wider workforce
There is clear alignment in the approach to pay for executives and the wider workforce in the way that remuneration principles are followed, as well as the mechanics of the salary review process and incentive plan design, which are broadly consistent throughout the organisation. There is a strong focus on performance-related pay, and the performance measures under the annual incentive plan and long-term incentive plan are the same for executives and other eligible employees. The reward package for Executive Directors is consistent with that of the senior management population, however, a much higher proportion of total remuneration for the Executive Directors is linked to business performance, compared to the rest of the employee population. The Chairman also explains the Directors' remuneration policy to employees and seeks their feedback as part of the workforce engagement sessions.
The structure of theour reward package for the wider employee populationpackages is based on the principle that it should enable Diageo to attract and retain the best talent globally within our broader industry. It is driven by local market practice, as well as the level of seniority and accountability, reflecting the global nature of our business. Diageo is committed to fostering an inclusive and diverse workplace, and creating a culture where every individual can thrive. Reflective of this, pay parity and consistency of treatment for all employees are critical to the reward practices across the organisation. The reward framework is regularly reviewed to ensure employees are rewarded fairly and appropriately, in line with the business strategy, performance outcomes, competitive paid market practice and our diversity agenda.

During the year, the Chairman explained the directors' remuneration policy and alignment with wider workforce pay to employees as part of the workforce engagement sessions.

Remuneration Committee review of wider workforce pay
Each year, the Remuneration Committee has a detailed session reviewing wider workforce remuneration. In fiscal 23, the review focussed on the prior year’s annual reward cycle outcomes, including improvements made to base pay competitive positions, the level of differentiation across our reward programmes, gender pay equity analysis, how cost-of-living challenges were addressed and how we have used reward structures to attract talent in key skills areas. The all-employee reward priorities for the coming year were also reviewed by the Committee. Information on wider workforce reward is also provided as required throughout the year to enable the Committee to consider the broader employee context when making executive remuneration decisions, for example the annual salary increase budgets by country.

Supporting our employees
We continue to focus on all aspects of the wellbeing of our employees. Early in fiscal 2023, we made a one-time recognition payment of £1,000 gross (capped at 15% of local equivalent annual salary) to thank employees for their ongoing efforts and support them with the rising cost of living in many locations. Since then, the Executive Committee has continued to monitor the cost-of-living in all our geographies using a formal monitoring process and has implemented actions as required, for example off-cycle salary increases in 16 high-inflation geographies. We have also provided financial education to all employees to support them in managing their personal finances more effectively.
Other reward based initiatives include the roll out of a new recognition platform into North America and the UK, with more regions planned for fiscal 24. We have deployed global support for menopause, including a global app for employees.
We continue to innovate with market leading benefit policies that support and demonstrate our commitment to diversity and inclusion, including increasing the provision of fertility support and personal counselling. We have continued to evolve our flexible working policy, creating guidelines to empower employees and leaders to decide how, when and where they create their best work, making sure our people consider what works best for the individual's and team's success.
The renewed focus on our employee assistance programmes continued with the deployment of a global mental health online tool in November 2022. This enables employees to proactively manage their mental health and covers key topics like sleep, diet, relationships and managing stress. To date the tool has been downloaded by over 4.7k employees, which is 19% of the global population.

CEO pay ratio
In accordance with The Companies (Miscellaneous Reporting) Regulations 2018, the table on the next pagebelow sets out Diageo’s CEO pay ratios for the year ended 30 June 2022.2023. These CEO pay ratios provide a comparison of the Chief Executive’s total remuneration, comprising the sum of both Ivan Menezes and Debra Crew's total single figure of remuneration, converted into sterling, with the equivalent remuneration for the employees paid at the 25th (P25), 50th (P50) and 75th (P75) percentile of Diageo’s workforce in the United Kingdom. Also shown are the salary and total remuneration for each quartile employee.


190

Governance (continued)
YearMethod
25th25th percentile pay ratio
Median pay ratio
75th75th percentile pay ratio
20192023
Option A2(2)
265:232:1208:178:1166:137:1
2023Total pay and benefits£47,295£61,733£80,159
2023Salary£33,137£44,398£54,679
20202022 1(1)
Option A2(2)
146:1114:190:1
2021
Option A(2)
127:1100:179:1
2020
Option A(2)
50:138:131:1
20212019
Option A2(2)
127:265:1100:208:179:166:1
2022Option A2157:1122:196:1
2022Total pay and benefits£50,260 £64,627 £81,888 
2022Salary£30,765 £43,920 £52,833 
1.     2021(1)     2022 CEO pay ratios have been updated to reflect the value of the updated 20212022 single figure which incorporates long-term incentives based on the actual share price at vesting, rather than the average share price in the last three months of the financial year which had been used for the 20212022 disclosure.
2.(2)     Only people employed in the United Kingdom and with the same number of contractual working hours throughout the full 12-month period have been included in the calculation. Inclusion of employees outside of this group would require a complex simulation of full-time annual remuneration based on a number of assumptions and would not have a meaningful impact on the ratio.


203

Governance (continued)
Methodology
Consistent with the approach for Diageo’s disclosure in previous years, the methodology used to identify the employees at each quartile for 20222023 is Option A, as defined in the regulations. We believe this is the most robust and accurate approach, and is in line with shareholder expectations.
Total full-time equivalent remuneration for employees reflects all pay and benefits received by an individual in respect of the relevant year and has, other than where noted below, been calculated in line with the methodology for the ‘single figure of remuneration’ for the Chief Executive (shown on page 193 174of this report). The total remuneration calculations were based on data as at 30 June 2022.2023. Actual remuneration was converted into the full-time equivalent for the role and location by pro-rating earnings to reflect full-time contractual working hours and these figures were then ranked to identify the employees sitting at the percentiles. To ensure that the total remuneration for the selected median, 25th and 75th percentile employee is sufficiently representative of those positions, we calculated the total remuneration for a number of employees above and below each of the selected median, 25th and 75th percentile UK employees and used the median value. In light of financial performance outcomes being signed off close to the publication of the Annual Report, the Diageo Group Business Multiple –business multiple, which is applicable to the majority of UK employees, has been used to calculate all payments under the annual incentive, although some employees may receive a variation on this multiple in practice. Pension values for each employee are not calculated on an actuarial basis as for the Chief Executive, but rather as the notional cost of the company’s pension contribution during the financial year, according to the relevant section of the pension scheme for each individual. This approach allows meaningful data for a large group of people to be obtained in a more efficient way.

Points to note for the year ended 30 June 20222023
Strong business performance in the year ended 30 June 2022 is reflected in the payoutDiageo has delivered a strong set of results for fiscal 23 during a period of volatility, however payouts under the annual incentive plansplan both for Diageo’s Chief Executive and the wider UK workforce.workforce are lower than the prior two years which saw double digit growth in organic net sales and operating profit. The annual incentive plan outcome is directly linked to awards made under the Freeshares scheme, which all UK employees are eligible to participate in. The median remuneration and resulting pay ratio for 20222023 are consistent with the pay and progression policies for Diageo’s UK employees as a whole and reflect the impact of performance-related pay on total remuneration for the year. As the Chief Executive has a larger proportion of histheir total remuneration linked to business performance than other employees in the UK workforce, the ratio has increased versus last year due to a significantly higher performance outcome under the 2019 long term incentive2020 long-term incentives which vested this year, compared to the 20182019 awards which vested last year.year which has more than made up for the lower bonus outcome this year and resulted in a higher value used for the Chief Executive's remuneration. However, total remuneration for employees is reduced by the lower bonus outcome for fiscal 23 relative to fiscal 22.

Supporting our people and investing in talent
191

Our focus remains firmly on the wellbeing of our employees and in the year ended 30 June 2022, we continued to provide stability and support to our workforce. Recently, we launched our Global Wellbeing Philosophy, outlining our commitment to creating an environment where people can thrive, along with practical frameworks and tools to support our people in managing their wellbeing. In addition to local wellbeing initiatives, such as free Wellbeing Day and Mental Health capability programmes, we are designing our new office spaces with Wellbeing at the heart. For example, our new Global Headquarters in Soho, London is equipped with wellness and fitness classes and a quiet multi-faith room.
Governance (continued)
We remain committed to attracting and retaining the right talent. We carefully monitor our total remuneration levels for all roles to ensure we are paying competitively and appropriately. Our incentive plans are designed to be easily understood and reward our people for supporting the delivery of key strategic milestones. Benefits such as competitive pension schemes, the opportunity to participate in employee share-ownership schemes, a product allowance to help employees enjoy Diageo products, generous leave policies, healthcare and life insurance remain key parts of our total reward offering.
Towards the end of fiscal 22, the Diageo Executive Committee considered the impact that the volatile macro-economic environment was having on the cost of living around the world. In addition to continuing to put in place support and tools to help employees be at their best and promote positive mental, physical and financial wellbeing, it was decided to give all Diageo employees below Executive Committee level a one-time, special recognition payment of £1,000 gross (capped at 15% of local equivalent annual salary) as a thank you for their contribution and commitment through challenging times. The Executive Committee will continue to monitor the macro-economic environment and impact on employees.

Change in pay for Directors compared to wider workforce
The table below shows the percentage change in Directors’ remuneration and average remuneration of employees on an annual basis. Given the small size of Diageo plc’s workforce, data for all employees of the group has also been included.

204

Governance (continued)
Year-on-year change in pay for Directors compared to the global average employee
202220212020
SalaryBonusBenefitsSalaryBonusBenefitsSalaryBonusBenefits
Plc employee average1
11.1 %25.8 %10.5 %5.1 %N/A38.8 %7.5 %(100)%9.0 %
Average global employee2
6.4 %38.4 %11.7 %0.0 %278.8 %12.6 %5.3 %(68)%6.9 %
Executive Directors3
Ivan Menezes8
2.3 %4.4 59.5 %0.7 %
N/A5
(10.7)%2.7 %(100)%0.8 %
Lavanya Chandrashekar
N/A5
N/A5
N/A5
N/A5
N/A5
N/AN/AN/AN/A
Non-Executive Directors4
Melissa Bethell2.3  16.0 N/A5     
Valérie Chapoulaud-Floquet6
   N/A5     
Javier Ferrán (Chairman)8.3 % 28.8 %0.0 %— 0.0 %0.0 %— 0.0 %
Susan Kilsby7
3.8 % 300.0 %9.6 %— (87.7)%37.3 %— 68.9 %
Sir John Manzoni6
   — — — — — — 
Lady Mendelsohn2.3 % 0.0 %3.2 %— 0.0 %3.3 %— 0.0 %
Alan Stewart4.7 % 0.0 %2.4 %— 0.0 %2.5 %— 0.0 %
Ireena Vittal6   — — — — — — 
Karen BlackettN/A5 N/A5— — — — — — 
2023202220212020
SalaryBonusBenefitsSalaryBonusBenefitsSalaryBonusBenefitsSalaryBonusBenefits
Plc employee average(1)
9.0 %(61.3 %)(7.2 %)11.1 %25.8 %10.5 %5.1 %
N/A(5)
38.8 %7.5 %(100.0 %)9.0 %
Average global employee(2)
12.9 %(41.6 %)17.0 %6.4 %38.4 %11.7 %— 278.8 %12.6 %5.3 %(67.8)6.9 %
Executive Directors(3)
Ivan Menezes(6)
   2.3 %4.4 %59.5 %0.7 %
N/A(5)
-10.7 %2.7 %-100.0 %0.8 %
Debra Crew(5)
N/A(5)
N/A(5)
N/A(5)
N/A(5)
N/A(5)
N/A(5)
N/A(5)
N/A(5)
N/A(5)
N/A(5)
N/A(5)
N/A(5)
Lavanya Chandrashekar2.3 %(58.8 %)(89.4 %)
N/A(5)
N/A(5)
N/A(5)
N/A(5)
N/A(5)
N/A(5)
N/A(5)
N/A(5)
N/A(5)
Non-Executive Directors(4)
Melissa Bethell (7)
3.0 % 10.1 %2.3 %— 16.0 %
N/A(5)
— — — — — 
Karen Blackett (5)
N/A(5)
 
N/A(5)
N/A(5)
— 
N/A(5)
— — — — — — 
Valérie Chapoulaud-Floquet (7)
3.0 % 108.5 %— — — 
N/A(5)
— — — — — 
Javier Ferrán (Chairman)2.3 % (22.4 %)8.3 %— 28.8 %0.0 %— 0.0 %0.0 %— 0.0 %
Susan Kilsby (7)
2.6 % 125.7 %3.8 %— 300.0 %9.6 %— (87.7 %)37.3 %— 68.9 %
Sir John Manzoni (7)
3.0 % 20.0 %— — — — — — — — — 
Lady Mendelsohn3.0 % 0.0 %2.3 %— 0.0 %3.2 %— 0.0 %3.3 %— 0.0 %
Alan Stewart3.2 % 0.0 %4.7 %— 0.0 %2.4 %— 0.0 %2.5 %— 0.0 %
Ireena Vittal (7)
3.0 % 734.0 %— — — — — 0.0 %— — 0.0 %

1.(1) Around 5060 UK-based employees are employed by Diageo plc. Their remuneration has been calculated in line with the approach used for the CEO pay-ratio calculation and the average year-on-year change has been reported. Only those employed during the full financial year have been included in calculations.
2.(2) Calculated by dividing staff cost related to salaries, bonus and benefits by the average number of employees on a full-time equivalent basis, as disclosed in note 3c to the financial statementstatements under staff costs and average number of employees on page 233,211, but reduced to account for the inclusion of Executive Directors in reported figures. The salary, bonus and benefits cost data used for calculation are subsets of the Wages and salaries figure disclosed in this note. The salary data used for this calculation has been adjusted to exclude costs related to severance payments which are included in staff costs, and last year’s disclosure has been updated in line with this for consistency. In line with the approach for Directors, the bonus values used for the calculation reflect the bonus earned in relation to performance during the relevant financial year.
3.(3) Calculated using the data from the single figure table in the annual report on remuneration (page 193)174) in US dollars, as bothreflecting payment currency for Ivan Menezes, Debra Crew and Lavanya Chandrashekar are paid in this currency.Chandrashekar.
4.(4) Calculated using the fees and taxable benefits disclosed under non-executive directors’Non-Executive Directors’ remuneration in the table on the next page.page 192. Taxable benefits for non-executive directorsNon-Executive Directors comprise a product allowance as well as expense reimbursements relating to attendance at Board meetings, which may be variable year-on-year. In the year ended 30 June 2021, no travel expenses were incurred as travel was restricted as a result of the pandemic.vary year-on-yea
5.(5) N/A refers to a nil value in the previous year or an incomplete prior year, meaning that the year-on-year change cannot be calculated.
6. No(6) The year-on-year percentage change in pay has been reported for Valérie Chapoulaud-Floquet, Sir John Manzoni and Ireena VittalIvan Menezes for 2023 is not included as there is no comparable remuneration datawe are not reporting full year values for the year ended 30 June 2021 as they joined the Board mid F21.2023.
7.(7) The percentage increase in benefits for Susan Kilsby reflects an increase travel expenses.
8. The percentage increasevalue in benefits for Ivan Menezes reflectsfiscal 23 relates to an increase in tax support services.travel expenses due to more in-person meetings taking place in fiscal 23.

Payments to former Directors
A payment was madeThere were no payments to Kathryn Mikells at the start offormer Directors in the year ended 30 June 2022 as described below. These details were previously disclosed in the 2021 Directors' remuneration report.2023.

Payments for loss of office
As reported last year, Kathryn Mikells left the company on 30 June 2021. In accordance with the approved 2020 remuneration policy and her service contract which provided for a 12-month notice period, Kathryn Mikells received halfDetails of the payment in lieu of the remainder of her notice period (six months and twelve days) in July 2021 in respect ofSir Ivan Menezes' salary, benefits and pension ($362,174). No further payments were made as a resultbonus payable up to and including the date of Kathryn Mikells taking up alternativehis death, which was also his last day of employment (announced(6 June 2023) are set out in the single total figure table on 19 July 2021). 201Thepage 174. The time pro-rated bonus is based on full year performance and is payable at the normal time entirely in cash, the Committee alsohaving exercised its discretion to waive the one-third payment in deferred shares. Sir Ivan’s deferred bonus shares from fiscal 21 and fiscal 22 vested on the date of death in accordance with the plan rules and the remuneration policy, to prorate to the leaving date allrules.
Sir Ivan’s unvested long-term incentive awards granted in 2020, 2021 and 2022 vested early on 2 August 2023 in accordance with the treatment under the plan rules on death-in-service, subject to an assessment against the performance measures and time pro-rating. The Committee exercised its discretion under the policy to slightly extend the time pro-rating from 6 to 30 June 2023 on compassionate grounds to reflect the full fiscal 23 year. The 2020 award vested based on actual performance measured over the full three-year period to 30 June 2023 as disclosed on pages 178 and 180. The 2021 and 2022 awards vested subject to an assessment by the Committee against the performance measures as at 30 June 2023. Sir Ivan was originally awarded 36,675 PSP and 36,675 SESOP options in 2021 which were each time pro-rated to 24,427 awards. In SeptemberThe 2021 PSP award vested at 81.2% and the 2021 SESOP award vested at 10.0%. The 2022 Kathryn's 2019 performance sharesawards (33,845 PSP awards and share options are due33,845 SESOP awards) were each time pro-rated to vest11,271 awards and vested at 59.3%48.0% (PSP) and 61.5% respectively with a0.0% (SESOP). The total estimatedvesting value of $2.16m. Thesethe 2021 and 2022 awards remain subjectwas $3,693k and $987k respectively, calculated based on the average Diageo ADR share price over the three months from 1 April 2023 to a subsequent30 June 2023 of $178.52. The Committee has chosen not to disclose the detail of performance relative to the targets set for each performance measure for the 2021 and 2022 awards, measured over the shortened period, on the basis that the information is regarded as commercially sensitive. SESOP options will be
192

Governance (continued)
exercisable for 24 months from the date of death (already vested options) and the date of vesting (options vesting early on 2 August 2023), the Committee having exercised discretion to extend from 12 months to give the estate sufficient time to exercise the options. The two-year post-vesting holding period. Theperiods will not apply and the post-employment shareholding requirement policy appliesfalls away.
Sir Ivan’s 2006 employment contract provided for lifetime medical cover for Sir Ivan and his spouse on a period of two years post-exit, requiring Kathryn to hold Diageo shares equal to 400% of salary until 30 June 2022 and 200% of salary until 30 June 2023.s 204-205In linecost sharing basis with internal policies and the remuneration policy,company. The lifetime medical cover will continue for Sir Ivan’s surviving spouse, the company supported Kathryn Mikells with the cost of her repatriation backwhich for the first year is $12,381, based on 2023 rates. The company will continue to the United States. Thisprovide tax support amounted to a grossed up value of £200,000. Further costs included shipping costs of £23,507, £7,640 in flights and £12,000 of legal support. Kathryn Mikells will also be provided with tax return preparation support for a period of up to three years following her departure (up to a maximum costannual amount of £15,000 per annum).£28,000 (excl. VAT) for fees incurred in connection with UK and US tax return submissions up to and including the 2023 US tax return and the 2023/24 UK tax return, which are the final returns required to be submitted on behalf of Sir Ivan before tax filings become a matter for his estate. Upon death-in-service, a life assurance benefit of $3 million became payable by the insurance provider and Sir Ivan’s pension benefits will be treated in accordance with the terms of the relevant pension plans.





205193

Governance (continued)
Non-Executive Directors

Fee policy
Javier Ferrán’s fee as non-executive Chairman was increased by 3% from £600,000£650,000 per annum to £650,000£670,000 on 1 July 2021. This was a planned increase for 1 January 2020 that was deferred, at the Chairman’s request, due to the Covid-19 pandemic. There had been no prior increase since his appointment on 1 January 2017.October 2022. The Chairman’s fee is appropriately positioned against our comparator group of FTSE 30 companies excluding financial services. The Executive Directors and the Chairman also approved an increase in the base fee for non-executive directorsNon-Executive Directors of 3% (from £98,000£101,000 to £101,000) and an increase in the Audit and Remuneration Committee Chair fees from £30,000 to £35,000,£104,000), effective 1 October 2021.2022.

January 2022January 2021
Per annum fees£'000£'000
Chairman of the Board650600
Non-Executive Directors


Base fee10198
Senior Non-Executive Director3030
Chairman of the Audit Committee3530
Chairman of the Remuneration Committee3530

January 2023January 2022
Per annum fees£'000£'000
Chairman of the Board670650
Non-Executive Directors


Base fee104101
Senior Non-Executive Director3030
Chairman of the Audit Committee3535
Chairman of the Remuneration Committee3535

remuneration for Non-Executive Directors’ remuneration for the year ended 30 June 20222023


Fees £'000
Taxable benefits1 £'000
Total £'0004

202220212022202120222021
Chairman






Javier Ferrán2    
65060021652601
Non-Executive Directors






Susan Kilsby16415851169159
Melissa Bethell100 981110299
Valérie Chapoulaud-Floquet100495110550
Sir John Manzoni100741110275
Lady Mendelsohn100981110299
Alan Stewart13412811135129
Ireena Vittal100731110274
Karen Blackett3
8n/an/a9n/a
Fees £'000
Taxable benefits £'000(1)
Total £'000(4)
202320222023202220232022
Chairman
Javier Ferrán(2)
66565012666652
Non-Executive Directors
Melissa Bethell10310021105102
Karen Blackett(3)
103 811049
Valérie Chapoulaud-Floquet103100105113105
Susan Kilsby168164115179169
Sir John Manzoni10310021105102
Lady Mendelsohn10310011104102
Alan Stewart13813411139135
Ireena Vittal103100101113102
1.(1)    Taxable benefits include a product allowance and expense reimbursements relating to travel, accommodation and subsistence in connection with attendance at Board meetings during the year, which are deemed by HMRC to be taxable in the United Kingdom. The amounts in the single total figure of total remuneration table above include any tax gross-ups on the benefits provided by the company on behalf of the Directors. Non-taxable expense reimbursements have not been included in the single figure of remuneration table above.
2.(2)     £100,000 of Javier Ferrán’s net remuneration in the year ended 30 June 20222023 was used for the monthly purchase of Diageo ordinary shares, which mustwill be retained until he retires from the company or ceases to be a Director for any other reason.
3.(3)     Karen Blackett was appointed to the Board on 1 June 2022.
4.(4)     Some figures add up to slightly different totals due to rounding.


206
194

Governance (continued)
Looking ahead to 20232024

Salary increases and pension reductions for the year ending 30 June 20232024

In May 2022, theThe Remuneration Committee reviewed base salaries for senior managementExecutive Committee members and agreed the following increasesincrease for the Chief Executive and Chief Financial Officer, effective 1 October 2022.2023.
On 1 January 2023, Ivan Menezes pension contributionDebra Crew's salary for the CEO role became effective when she was appointed as interim CEO on 5 June 2023. Her next salary review will reduce from 20% of base salary to 14%be in line with the wider workforce.October 2024.

Ivan MenezesLavanya Chandrashekar
Salary at 1 October ('000)2022202120222021
Base salary$1,763$1,711$1,004$975
% increase (over previous year)3 %%3 %— 

Debra CrewLavanya Chandrashekar
Salary at 1 October ('000)2023202220232022
Base salary$1,750n/a$1,044$1,004
% increase (over previous year)n/an/a4 %

Annual incentive design for the year ending
30 June 20232024
The measures and targets for the annual incentive plan are reviewed annually by the Remuneration Committee and are carefully chosen to drive financial and individual business performance goals related to the company’s short-term strategic operational objectives. The plan design for Executive Directors infor the year ending 30 June 20232024 will comprise the following performance measures and weightings (no change from last year), with targets set for the full financial year:
net sales (% growth) (26.67% weighting): a key performance measure of year-on-year top line growth;
operating profit (% growth) (26.67% weighting): stretching profit targets drive operational efficiency and influence the level of returns that can be delivered to shareholders through increases in share price and dividend income not including exceptional items or exchange;
operating cash conversion (26.67% weighting): ensures focus on efficient cash delivery by the end of the year; and
individual business objectives (20% weighting): measurable deliverables that are specific to the individual and are focussed on supporting the delivery of key strategic objectives.

The Committee has discretion to adjust the payout to reflect underlying business performance and any other relevant factors.
Details of the targets for the year ending 30 June 20232024 will be disclosed retrospectively in next year’s annual report on remuneration, by which time they will no longer be deemed commercially sensitive by the Board.
The annual incentive opportunity for Executive Directors will remain consistent with prior years, equal to 100% of base salary at target, with a maximum opportunity of 200% of base salary.
Long-term incentive awards to be made in the year ending 30 June 20232024
The long-term incentive plan measures are reviewed annually by the Remuneration Committee and are selected to reward long-term consistent performance in line with Diageo’s business strategy and to create alignment with the delivery of value for shareholders. The Committee has ensured that the incentive structure for senior management does not raise environmental, social and governance risks by inadvertently motivating irresponsible behaviour. As per last year, DLTIP awards to be made in September 20222023 will comprise awards of both performance shares and share options, based on stretching targets against the key performance measures as outlined in the table below,on page 195, assessed over a three-year performance period. The relative total shareholder return measure is based on the same constituent group and vesting schedule as outlined on page pag196.e 179.
The performance share element of the DLTIP applies to the Executive Committee and the top level of senior leaders across the organisation worldwide, whilst the share option element is applicable to a much smaller population comprising only members of the Executive Committee. One market price performance-based option is valued at one-third of a performance share.
The ESG measure comprisesmeasures in the DLTIP comprise four goals reflecting the 'Society‘Society 2030: Spirit of Progress'Progress‘ strategy, to make a positive impact on the environment and society. Each goal is weighted equally:
reduction in greenhouse gas emissions;emissions in our direct operations (scope 1&2);
improvement in the water efficiency;efficiency index;
number of people who confirmedconfirm changed attitudes to the dangers of underage drinking after participating in a Diageo supportedDiageo-supported education programme; and
inclusion and diversity metric (one measure on %(percentage of female leaders globally and another measure on %percentage of ethnically diverse leaders globally).
From fiscal 24, the water efficiency KPI under the 'Society 2023: Spirit of Progress' goals will use an index approach which links directly to the underlying water efficiency of the two production pillars of distillation and brewing & packaging. This methodology is described further on page 79 and the water efficiency component of the 2023 DLTIP awards reflects the updated 'Society 2030: Spirit of Progress' KPI.

Awards are calculated on the basis of a six-month average share price for the period ending 30 June 2022.2023.
It is intended that a DLTIP award to the equivalent of 500% of base salary will be made to Ivan MenezesDebra Crew in September 2022,2023, comprising 375% of salary in performance shares and the equivalent of 125% of salary in market price performance-based share
195

Governance (continued)
options. It is intended that a DLTIP award to the equivalent of 480% of salary will be made to Lavanya Chandrashekar in September 2022,2023, comprising 360% of salary in performance shares and the equivalent of 120% of salary in market price share options. In performance share equivalents;equivalents, one market price option is valued at one-third of a performance share.


207

Governance (continued)
The table below summarises the annual DLTIP awards to Ivan MenezesDebra Crew and Lavanya Chandrashekar to be made in September 2022.2023.
Grant value (% salary)Chief ExecutiveChief Financial Officer
Performance share equivalents (1 share: 3 options)
Performance shares375 %360 %
Share options125 %120 %
Total500 %480 %


Performance conditions for long-term incentive awards to be made in the year ending 30 June 20232024
Performance sharesShare options
Organic profit before exceptional items and tax (CAGR)Environmental, social & governance (ESG)
Organic net sales (CAGR)
Greenhouse gas reduction1
Water efficiencyPositive drinking% Female leaders% Ethnically diverse leadersVesting scheduleRelative Total Shareholder ReturnCumulative free cash flow (£m)Vesting schedule
Weighting (% total)40 %40 %%%%2.5 %2.5 %100 %50.0 %50.0 %100 %
Maximum8.5 %12.0 %17.6 %12.1 %4.0m47 %44 %100 %3rd and above£9,450100 %
Midpoint6.5 %8.5 %14.2 %9.2 %3.3m46 %43 %60 %— £8,55060 %
Threshold4.5 %5.0 %10.7 %6.3 %2.6m45 %42 %20 %9th and above£7,65020 %
Performance sharesShare options
Organic profit before exceptional items and tax (CAGR)Environmental, social & governance (ESG)
Organic net sales (CAGR)Greenhouse gas reduction
Water efficiency index (1)
Positive drinking% Female leaders% Ethnically diverse leadersVesting scheduleRelative Total Shareholder Return
Cumulative free cash flow ($m) (2)
Vesting schedule
Weighting (% total)40 %40 %%%%2.5 %2.5 %50.0 %50.0 %
Maximum8.0 %11.5 %25.9 %8.3 %4.2m49 %46 %100 %3rd and above$12,600100 %
Midpoint6.0 %8.0 %21.9 %6.0 %3.5m48 %45 %60 %— $11,00060 %
Threshold4.0 %4.5 %17.9 %3.7 %2.8m47 %44 %20 %9th and above$9,40020 %

1.(1Further context for)     For more information on the 2022 long-term incentive greenhouse gas reductionwater efficiency index, see pages 193 and 100.
(2)     The cumulative free cash flow targets is set outare shown in USD following the change in functional currency from GBP to USD from fiscal 24. More details on this can be found on page 45.41.
208196

Governance (continued)
Additional information

Emoluments and share interests of senior management
The total emoluments for the year ended 30 June 2022 of the Executive Directors and the Executive Committee members (together, the senior management) of Diageo comprising base salary, annual incentive plan, share incentive plan, termination payments and other benefits were £23.9 million (2021 – £24.9 million).
The aggregate amount of gains made by the senior management from the exercise of share options and from the vesting of awards during the year was £19.1 million. In addition, they were granted 718,092 performance-based share options under the Diageo Long-Term Incentive Plan (DLTIP) during the year at a weighted average share price of 3,609 pence, exercisable by 2031. In addition, they were granted 435 options over ordinary shares under the UK savings-related share options scheme (SAYE). They were also awarded 680,438 performance shares under the DLTIP in September 2021, which will vest in three years subject to the relevant performance conditions. A further award of 142,977 restricted shares subject to performance, and 127,867 restricted shares not subject to performance were also granted during the year.
Senior management options over ordinary shares
At 26 July 2022, the senior management had an aggregate beneficial interest in 1,842,518 ordinary shares in the company and in the following options over ordinary shares in the company:
Number of optionsWeighted average exercise price (£)Exercise period
Ivan Menezes549,04430.672020-2031
Lavanya Chandrashekar99,82433.732021-2031
Other1
1,349,93530.142015-2031
1.     Other members of the Executive Committee

Key management personnel related party transactions
Key management personnel of the group comprises the Executive and Non-Executive Directors, the members of the Executive Committee and the Company Secretary.

Diageo plc has granted rolling indemnities to the Directors and the Company Secretary, uncapped in amount, in relation to certain losses and liabilities which they may incur in the course of acting as Directors or Company Secretary (as applicable) of Diageo plc or of one or more of its subsidiaries. These indemnities continue to be in place at 30 June 2022.2023.

Other than disclosed in this report, no Director had any interest, beneficial or non-beneficial, in the share capital of the company. Save as disclosed above, no Director has or has had any interest in any transaction which is or was unusual in its nature, or which is or was significant to the business of the group and which was effected by any member of the group during the financial year, or which having been effected during an earlier financial year, remains in any respect outstanding or unperformed. There have been no material transactions during the last three years to which any Director or officer, or 3% or greater shareholder, or any spouse or dependent thereof, was a party. There is no significant outstanding indebtedness to the company from any Directors or officer or 3% or greater shareholder.

Statutory and audit requirements
This report was approved by a duly authorised Committee of the Board of Directors and was signed on its behalf on 2731 July 20222023 by Susan Kilsby who is Chair of the Remuneration Committee.

The Board has followed the principles of good governance as set out in the UK Corporate Governance Code and complied with the regulations contained in the Schedule 8 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, the Listing Rules of the Financial Conduct Authority and the relevant schedules of the Companies Act 2006.

The Companies Act 2006 and the Listing Rules require the company’s auditor to report on the audited information in their report and to state that this section has been properly prepared in accordance with these regulations.

The Directors'annual remuneration report (excluding the policy) is subject to shareholder approvalan advisory vote by shareholders at the AGM on 6 October 2022; terms28 September 2023. The Directors' remuneration policy is subject to a binding vote by shareholders at the AGM on 28 September 2023 Terms defined in this Directors' remuneration report are used solely herein.
209197

Governance (continued)
Directors’ report

The Directors present the Directors’ report for the year ended 30 June 2022.2023.

Company status
Diageo plc is a public limited liability company incorporated in England and Wales with registered number 23307 and registered office and principal place of business at 16 Great Marlborough Street, London W1F 7HS, United Kingdom. It is the ultimate holding company of the group, a full list of whose subsidiaries, partnerships, associates, joint ventures and joint arrangements is set out in Notenote 10 to the financial statements set out on pages 200-204224-229 of the UK Annual Report.

Directors
The Directors of the company who currently serve are shown in the section ‘Board of Directors’ on pages 145-146
and 147127-130 in accordance with the UK Corporate Governance Code, all the Directors will retire by rotation at the AGM and offer themselves for re-election. Further details of Directors’ contracts, remuneration and their interests in the shares of the company at 30 June 20222023 are given in the Directors’ remuneration report. The Directors’ powers are determined by UK legislation and Diageo’s articles of association. The Directors may exercise all the company’s powers provided that Diageo’s articles of association or applicable legislation do not stipulate that any powers must be exercised by the members.

Auditor
The auditor, PricewaterhouseCoopers LLP, is willing to continue in office and a resolution for its re-appointment as auditor of the company will be submitted to the AGM.

Disclosure of information to the auditor
In accordance with sectionSection 418 of the Companies Act 2006, the Directors who held office at the date of approval of this Directors’ report confirm that, so far as they are each aware, there is no relevant audit information of which the company’s auditor is unaware; and each Director has taken all reasonable steps to ascertain any relevant audit information and to ensure that the company’s auditor is aware of that information.

Corporate governance statement
The corporate governance statement, prepared in accordance with rule 7.2 of the Financial Conduct Authority’s Disclosure Guidance and Transparency Rules, comprises the following sections of the Annual Report: the ‘Corporate governance report’, the ‘Audit Committee report’ and the ‘Additional information for shareholders’.

Significant agreements – change of control
The following significant agreements contain certain termination and other rights for Diageo’s counterparties upon a change of control of the company. Under the partners agreement governing the company’s 34% investment in Moët Hennessy SAS (MH) and Moët Hennessy International SAS (MHI), if a Competitor (as defined therein) directly or indirectly takes control of the company (which, for these purposes, would occur if such Competitor acquired more than 34% of the voting rights or equity interests in the company), LVMH Moët Hennessy – Louis Vuitton SA (LVMH) may require the company to sell its interests in MH and MHI to LVMH.
The master agreement governing the operation of the group’s market-level distribution joint ventures with LVMH states that if any person acquires interests and rights in the company resulting in a Control Event (as defined) occurring in respect of the company, LVMH may within 12 months of the Control Event either appoint and remove the chairman of each joint venture entity governed by such master agreement, who shall be given a casting vote, or require each distribution joint venture entity to be wound up. Control Event for these purposes is defined as the acquisition by any person of more than 30% of the outstanding voting rights or equity interests in the company, provided that no other person or entity (or group of affiliated persons or entities) holds directly or indirectly more than 30% of the voting rights in the company.




210198

Governance (continued)
Related party transactions
Transactions with related parties are disclosed in note 21 to the consolidated financial statements.

Major shareholders
At 30 June 2022,2023, the following substantial interests (3% or more) in the company’s ordinary share capital (voting securities) had been notified to the company:
ShareholderNumber of ordinary sharesPercentage
of issued ordinary share (excluding treasury shares)
Date of notification of interest
BlackRock Investment Management (UK) Limited (indirect holding)147,296,9285.89 %3 December 2009
Capital Research and Management Company (indirect holding)124,653,0964.99 %28 April 2009
Massachusetts Financial Services Company (indirect holding)114,036,6464.95 %1 June 2022
(i) 1.On 13 February 2022,2023, BlackRock Inc. filed an Amendment to Schedule 13G with the SEC in respect of the calendar year ended 31 December 2010, reporting that, as of December 31, 2021, 173,739,0882022, 190,024,658 ordinary shares representing 7.5%8.4% of the issued ordinary share capital were beneficially owned by BlackRock Inc. and its subsidiaries (including BlackRock Investment Management (UK) Limited).
(ii) 2.On 28 February 2022,2023, Massachusetts Financial Services Company filed an Amendment to Schedule 13G with the SEC in respect of the calendar year ended 31 December 2018, reporting that, as of December 31, 2021, 142,776,3692022, 118,813,187 ordinary shares representing 6.1%5.2% of the issued ordinary share capital were beneficially owned by Massachusetts Financial Services Company.

The company has not been notified of any other substantial interests in its securities since 30 June 2022.2023. The company’s 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 a subsequent date result in a change of control of the company.

As at the close of business on 2926 July 2022, 321,284,9152023, 324,354,320 ordinary shares, including those held through American Depositary Shares ("ADSs")(ADSs), were held by approximately 2,6802,678 holders (including American Depositary Receipt ("ADR")(ADR) holders) with registered addresses in the United States, representing approximately 12.68%14.43% of the outstanding ordinary shares (excluding treasury shares). At such date, 80,253,31381,014,846 ADSs were held by 2,2622,224 registered ADR holders. Since certain of such ordinary shares and ADSs are held by nominees or former GrandMetGrand Metropolitan PLC or Guinness Group PLCplc ADR holders who have not re-registered their ADSs, the number of holders may not be representative of the number of beneficial owners in the United States or the ordinary shares held by them.

Employment policies
A key strategic imperative of the company is to attract, retain and grow a pool of diverse, talented employees. Diageo recognises that a diversity of skills and experiences in its workplace and communities will provide a competitive advantage. To enable this, the company has various global employment policies and standards, covering such issues as resourcing, data protection, human rights, dignity at work, health, safety and wellbeing. These policies and standards seek to ensure that the company treats current or prospective employees justly, solely according to their abilities to meet the requirements and standards of their role and in a fair and consistent way. This includes giving full and fair consideration to applications from prospective employees who are disabled, having regard to their aptitudes and abilities, and not discriminating against employees under any circumstances (including in relation to applications, training, career development and promotion) on the grounds of any disability. In the event that an employee, worker or contractor becomes disabled in the course of their employment or engagement, Diageo aims to ensure that reasonable steps are taken to accommodate their disability by making reasonable adjustments to their existing employment or engagement.

Trading market for shares
Diageo plc ordinary shares are listed on the London Stock Exchange (LSE) and on the Dublin Euronext and Paris Euronext Exchanges.. Diageo ADSs, representing four Diageo ordinary shares each, are listed on the New York Stock Exchange (NYSE). Diageo plc completed the voluntary delisting of its shares from the Dublin Euronext and Paris Euronext Exchanges by 30 May 2023. The principal trading market for the ordinary shares is the LSE. Diageo shares are traded on the LSE’s electronic order book. Orders placed on the order book are displayed on-screen through a central electronic system and trades are automatically executed, in price and then time priority, when orders match with corresponding buy or sell orders. Only member firms of the LSE, or the LSE itself if requested by the member firm, can enter or delete orders on behalf of clients or on their own account. All orders are anonymous. Although use of the order book is not mandatory, all trades, whether or not executed through the order book and regardless of size, must be reported within three minutes of execution, but may be eligible for deferred publication.
The Markets in Financial Instruments Directive (MiFID) allows for delayed publication of large trades with a sliding scale requirement based on qualifying minimum thresholds for the amount of consideration to be paid/the proportion of average daily turnover (ADT) of a stock represented by a trade. Provided that a trade/consideration equals or exceeds the qualifying minimum size, it will be eligible for deferred publication ranging from 60 minutes from time of trade to three trading days after time of trade. Fluctuations in the exchange rate between sterling and the US dollar will affect the US dollar equivalent of the sterling price of the ordinary shares on the LSE and, as a result, will affect the market price of the ADSs on the NYSE. In addition, such fluctuations will
199

Governance (continued)
affect the US dollar amounts received by holders of ADSs on conversion of cash dividends paid in pounds sterling on the underlying ordinary shares.
211

Governance (continued)

American depositary shares

Fees and charges payable by ADR holders
Citibank N.A. serves as the depositary (Depositary) for Diageo’s ADS programme. Pursuant to the deposit agreement dated 14 February 2013 between Diageo, the Depositary and owners and holders of ADSs (the Deposit Agreement), ADR holders may be required to pay various fees to the Depositary, and the Depositary may refuse to provide any service for which a fee is assessed until the applicable fee has been paid. In particular, the Depositary, under the terms of the Deposit Agreement, shall charge a fee of up to $5.00 per 100 ADSs (or fraction thereof) relating to the issuance of ADSs; delivery of deposited securities against surrender of ADSs; distribution of cash dividends or other cash distributions (i.e. sale of rights and other entitlements); distribution of ADSs pursuant to stock dividends or other free stock distributions, or exercise of rights to purchase additional ADSs; distribution of securities other than ADSs or rights to purchase additional ADSs (i.e. spin-off shares); and depositary services. Citibank N.A. is located at 388 Greenwich Street, New York, New York, 10013, United States. In addition, ADR holders may be required under the Deposit Agreement to pay the Depositary (a) taxes (including applicable interest and penalties) and other governmental charges; (b) registration fees; (c) certain cable, telex, and facsimile transmission and delivery expenses; (d) the expenses and charges incurred by the Depositary in the conversion of foreign currency; (e) such fees and expenses as are incurred by the Depositary in connection with compliance with exchange control regulations and other regulatory requirements; and (f) the fees and expenses incurred by the Depositary, the custodian, or any nominee in connection with the servicing or delivery of ADSs. The Depositary may (a) withhold dividends or other distributions or sell any or all of the shares underlying the ADSs in order to satisfy any tax or governmental charge and (b) deduct from any cash distribution the applicable fees and charges of, and expenses incurred by, the Depositary and any taxes, duties or other governmental charges on account.

Direct and indirect payments by the Depositary
The Depositary reimburses Diageo for certain expenses it incurs in connection with the ADR programme, subject to a ceiling set out in the Deposit Agreement pursuant to which the Depositary provides services to Diageo. The Depositary has also agreed to waive certain standard fees associated with the administration of the programme. Under the contractual arrangements with the Depositary, Diageo has received approximately $2.3$2.6 million arising out of fees charged in respect of dividends paid during the year and a fixed contribution to the company’s ADR programme costs. These payments are received for expenses associated with non-deal road shows, third partythird-party investor relations consultant fees and expenses, Diageo’s cost for administration of the ADR programme not absorbed by the Depositary and related activities (e.g. expenses associated with the AGM), travel expenses to attend training and seminars, exchange listing fees, legal fees, auditing fees and expenses, the SEC filing fees, expenses related to Diageo’s compliance with US securities law and regulations (including, without limitation, the Sarbanes-Oxley Act) and other expenses incurred by Diageo in relation to the ADR programme.

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 Diageo’s articles of association (as adopted by special resolution at the Annual General Meeting on 28 September 2020) and applicable English law concerning companies (the Companies Acts), in each case as at 2726 July 2022.2023. This summary is qualified in its entirety by reference to the Companies Acts and Diageo’s articles of association. Investors can obtain copies of Diageo’s articles of association by contacting the Company Secretary at the.cosec@diageo.com. 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
Diageo’s articles of association provide for a board of directors, consisting (unless otherwise determined by an ordinary resolution of shareholders) of not fewer than three directors and not more than 25 directors, in which all powers to manage the business and affairs of Diageo are vested. Directors may be elected by the members in a general meeting or appointed by the Board. At each annual general meeting, all the directors shall retire from office and may offer themselves for re-election by members. 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 rights
Voting on any resolution at any general meeting of the company is by a show of hands unless a poll is duly demanded. On a show of hands,
(a) every shareholder who is present in person at a general meeting, and every proxy appointed by any one shareholder and present at a general meeting, has/have one vote regardless of the number of shares held by the shareholder (or, subject to (b), represented by the proxy), and
200


(b) every proxy present at a general meeting who has been appointed by more than one shareholder has one vote regardless of the number of shareholders who have appointed himhim/her or the number of shares held by those shareholders, unless hehe/she has been instructed to vote for a resolution by one or more shareholders and to vote against the resolution by one or more shareholders, in which case hehe/she has one vote for and one vote against the resolution.
212

Governance (continued)
On a poll, every shareholder who is present in person or by proxy has one vote for every share held by that shareholder, but a shareholder or proxy entitled to more than one vote need not cast all hishis/her 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 a right 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.
Diageo’s 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 Diageo’s articles of association, resolutions relating to the disapplication of pre-emption rights, and resolutions modifying the rights of any class of Diageo’s shares at a meeting of the holders of such class.
An ordinary resolution requires the affirmative vote of a simple majority of the votes cast by those entitled to vote at a meeting at which there is a quorum 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 a meeting at which there is a quorum in order to be passed. The necessary quorum for a meeting of Diageo is a minimum of two shareholders present in person or by proxy and entitled to vote.

A shareholder is not entitled to vote at any general meeting or class meeting in respect of any share held by them if they have been served with a restriction notice (as defined in Diageo’s articles of association) after failure to provide Diageo with information concerning interests in those shares required to be provided under the Companies Acts.

Pre-emption rights and new issues of shares
While holders of ordinary shares have no pre-emptive rights under Diageo’s articles of association, the ability of the Directors to cause Diageo to issue shares, securities convertible into shares or rights to shares, otherwise than pursuant to an employee share scheme, is restricted. Under the Companies Acts, the directors of a company are, with certain exceptions, unable to allot any equity securities without express authorisation, which may be contained in a company’s articles of association or given by its shareholders in a general meeting, but which in either event cannot last for more than five years. Under the Companies Acts, Diageo may also not allot shares for cash (otherwise than pursuant to an employee share scheme) without first making an offer to existing shareholders to allot such shares to them on the same or more favourable terms in proportion to their respective shareholdings, unless this requirement is waived by a special resolution of the shareholders.

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, if not so held, must be cancelled immediately upon completion of the purchase, thereby reducing the amount of Diageo’s issued share capital.

Restrictions on transfers of shares
The Board may decline to register a transfer of a certificated Diageo share unless the instrument of transfer (a) is duly stamped or certified or otherwise shown to the satisfaction of the Board to be exempt from stamp duty, and is accompanied by the relevant share certificate and such other evidence of the right to transfer as the Board may reasonably require, (b) is in respect of only one class of share and (c) if to joint transferees, is in favour of not more than four such transferees. Registration of a transfer of an uncertificated share may be refused in the circumstances set out in the uncertificated securities rules (as defined in Diageo’s articles of association) and where, in the case of a transfer to joint holders, the number of joint holders to whom the uncertificated share is to be transferred exceeds four.
The Board may decline to register a transfer of any of Diageo’s certificated shares by a person with a 0.25% interest (as defined in Diageo’s articles of association) if such a person has been served with a restriction notice (as defined in Diageo’s articles of association) after failure to provide Diageo with information concerning interests in those shares required to be provided under the Companies Acts, unless the transfer is shown to the Board to be pursuant to an arm’s-length sale (as defined in Diageo’s articles of association).
201



213

Governance (continued)
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)Location in Annual Report
Agreements with controlling shareholdersNot applicable
Contracts of significanceNot applicable
Details of long-term incentive schemesDirectors’ remuneration report
Directors’ indemnities and compensationDirectors’ remuneration report - Additional information; Consolidated financial statements - note 21 Related party transactions
DividendsGroup financial review; Consolidated financial statements - Unaudited financial information
Engagement with employeesCorporate governance report - Workforce engagement statement
Engagement with suppliers, customers and othersCorporate governance report - Stakeholder engagement
Events post 30 June 20222023Consolidated financial statements - note 23 Post balance sheet events
Financial risk managementConsolidated financial statements - note 16 Financial instruments and risk management
Future developmentsChairman’s statement; Chief Executive’s statement; Our market dynamics
Greenhouse gas emissionsSustainability performance; Responding to climate-related risksPioneer grain-to-glass sustainability; Non-Financial and sustainability information statement
Interest capitalisedNot applicable
Non-pre-emptive issues of equity for cash (including in respect of major unlisted subsidiaries)Not applicable
Parent participation in a placing by a listed subsidiaryNot applicable
Political donationsCorporate governance report
Provision of services by a controlling shareholderNot applicable
Publication of unaudited financial informationUnaudited financial information
Purchase of own sharesRepurchase of shares; Consolidated financial statements - note 18 Equity
Research and developmentOther Additional DisclosuresInformation - Research and development; Consolidated financial statements - note 3 Operating costs
Review of the business and principal risks and uncertaintiesChief Executive’s statement; Our principal risks and risk management; Responding to climate-related risks;Pioneer grain-to-glass sustainability; Business reviews
Share capital - structure, voting and other rightsConsolidated financial statements - note 18 Equity
Share capital - employee share plan voting rightsConsolidated financial statements - note 18 Equity
Shareholder waivers of dividendsConsolidated financial statements - note 18 Equity
Shareholder waivers of future dividendsConsolidated financial statements - note 18 Equity
Sustainability and responsibilitySustainability performance; Responding to climate-related risksPioneer grain-to-glass sustainability
Waiver of emoluments by a directorNot applicable
Waiver of future emoluments by a directorNot applicable

The Directors’ report of Diageo plc for the year ended 30 June 20222023 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, which has been approved by a duly appointed and authorised committee of the Board of Directors, was signed on its behalf by Tom Shropshire, the Company Secretary, on 2731 July 2022.2023.
214202

Financial statements
Report of Independent Registered Public Accounting Firm

To theBoard of Directors and Shareholders of Diageo plc

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Diageo plc and its subsidiaries (the(the “Company”) as of 30 June 20222023 and 2021, 2022,and the related consolidatedincome statementstatements and consolidated statementstatements of comprehensive income, consolidated statement of changes in equity and the consolidated statement of cash flows for each of the three years in the period ended 30 June 2022,2023, including the related notes (collectively referred to as the “consolidated financial statements”).We also have audited the Company's internal control over financial reporting as of 30 June 2022,2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidatedfinancial statements referred to above present fairly, in all material respects, the financial position of the Company as of 30 June 20222023 and 20212022, and the results of its operations and its cash flows for each of the three years in the period ended 30 June 2022 i) in conformity with UK-adopted International Accounting Standards, ii) in conformity with the International Financial Reporting Standards adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union, and iii) 2023in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.Board and UK-adopted International Accounting Standards. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of 30 June 2022,2023, based on criteria established in Internal Control - Integrated Framework (2013)issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Part II. 15.B. Our responsibility is to express opinions on the Company’s consolidatedfinancial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidatedfinancial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidatedfinancial statements included performing procedures to assess the risks of material misstatement of the consolidatedfinancial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidatedfinancial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidatedfinancial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.


203

Financial statements
Critical Audit Matters

The critical audit matters communicated beloware mattersarising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or
215

Financial statements (continued)
disclosures that are material to theconsolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidatedfinancial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Impairment assessment of indefinite-lived brand intangible assetsAssessment for brands and goodwill

As described in note 9 to the consolidated financial statements, the Company’s consolidated indefinite-lived brand intangibles balancebrands and goodwill balance asintangible asset carrying amounts at 30 June 20222023 were £7,896£7,520 million and £2,287£2,227 million, respectively. In the year ended 30 June 2023, an impairment charge of £498 million was recognised related to brands. Management conducts impairment tests for indefinite-lived brand intangiblesintangible assets, including brands and goodwill annually, or more frequently if events or circumstances indicate that the carrying amount may not be recoverable. An impairment chargeRecoverable amounts are calculated based on the value in use approach, also considering fair value less costs of £336 million was recogniseddisposal. The value in the consolidated income statement in respect of the current year, and opening balance adjustments recognised in the consolidated statement of changes in equity included £312 million impairment as a result of hyperinflation adjustments in respect of Turkey. The individual brands, other intangibles with indefinite useful lives and their associated tangible fixed assetsuse calculations are aggregated and tested as separate cash-generating units. Goodwill is attributed to each of the markets. Separate tests are carried outbased on cash flows forecasted for each cash-generating unit and for each of the markets. The impairment test comparesfinancial years based on management’s approved plans. If the net carrying value of the cash-generating unit for indefinite-lived brand intangibles and market for goodwill withexceeds the recoverable amount.amount an impairment charge is recognised. Management makes judgements in determining the value in use. The testskey assumptions used for the value in use calculations are dependent on management’s estimates in respect of the forecasting of future cash flows,estimated sales growth, operating costs, margin, terminal growth rates and the discount rates applicable to the future cash flows and what expected growth rates are reasonable. Judgment is required in determining the cash-generating units. The value in use calculations is based on discounted forecast cash flows using the assumption that cash flows continue in perpetuity at the terminal growth rate of each country or region. Cash flows are extrapolated up to five years using expected growth rates in line with management’s best estimates. Growth rates reflect expectations of sales growth, operating costs and margin, based on past experience and external sources of information. The five-year forecast period is extended by up to an additional ten years at acquisition date for some indefinite-lived intangible assets and goodwill when management believes that this period is justified by the maturity of the market and expects to achieve growth in excess of the terminal growth rate driven by Diageo’s sales, marketing and distribution expertise. Cash flows beyond the five-year period are mainly projected using steady or progressively declining growth rates. These rates do not exceed the annual growth rate of the real gross domestic product (GDP) aggregated with the long-term annual inflation rate of the country or region. Cash flows for the subsequent years after the forecast period are extrapolated based on a terminal growth rate which does not exceed the long-term annual inflation rate of the country or region. The determination of discounted future cash flows includes significant management judgments and assumptions, including sales growth, operating costs, margin, discount rates and terminal growth rates.flows.

The principal considerations for our determination that performing procedures related to the impairment assessment of indefinite-lived brand intangible assetsfor brands and goodwill is a critical audit matter are (i) the significant judgments made by management when developing its assessment ofestimating the recoverable amount for the cash-generating units. This in turn led toamount; (ii) a high degree of auditor judgment, subjectivity and effort in performing proceduresand evaluating management’s significant assumptions, related to futuresales growth, margins and terminal growth rates included in forecasted cash flows and the applicable discount rates,rates; and expected growth rates. In addition,(iii) the audit effort involved the use of professionals with specialised skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s goodwill and indefinite-lived brand intangible assets impairment tests, including controls over the determinationmeasurement of the recoverable amounts. These procedures also included, among others:(i) testing management’s process for determiningestimating the recoverable amount of goodwillbrands and indefinite-lived brand intangible assets,goodwill; (ii), evaluating the appropriateness of the methodology used into determine the impairment models,recoverable amount; (iii) testing the completeness, accuracy, and relevance of underlying data used in the models, andmodels; (iv) evaluating the reasonableness of the significant assumptions used by management including the forecastedin estimating future cash flows, discount rates, expected growth rates, as well as management’s sensitivities and related(v) evaluating the sufficiency of the disclosures in the consolidated financial statement disclosures.statements. Evaluating the reasonableness of management’s assumptions involved 1) evaluating key market-related assumptions (including therelated to growth rates, margins, terminal growth rates and discount rate)rates involved evaluating whether the assumptions used inwere reasonable considering (i) consistency with external market and industry data, (ii) the models to external data, 2) performing a retrospective comparison of forecasted cash flows to actualcurrent and past performance of the cash-generating unit and previous forecasts, 3) performing sensitivity analyses, and 4) using professionals(iii) consistency with strategic plans approved by management. Professionals with specialised skill and knowledge were used to assist in the evaluation of the discount rates.rate assumption.

Taxation – Provisions for tax uncertainties

As described in Note 7 and Note 19 to the consolidated financial statements, current tax asset of £232 million and tax liability of £135 million includes £173 million of provisions for tax uncertainties. Tax treatments are not recognised unless it is probable that a tax authority will accept the treatment. Tax treatments are reviewed each year to assess whether a provision should be taken against full recognition of the treatment on the basis of potential settlement through negotiation and/or litigation with the relevant tax authorities. The Company operates in a large number of markets with complex tax and legislative regimes that are open to subjective interpretation, and for which can take several years to resolve. The Company has a number of ongoing tax audits worldwide for which provisions are recognised based on management’s best estimates and judgments concerning the ultimate outcome. As at 30 June 2022outcome of the current tax asset of £149 million and tax liability of £252 million includes £156 million of provisions for tax uncertainties. The Company operates in a large number of markets with complex tax and legislative regimes that are open to subjective interpretation. Management is required to estimate the amount that should be recognised as a tax liability or tax asset in many countries which are subject to tax audits which by their nature are often complex and can take several years to resolve.audits. Tax provisions are based on management’s judgment and interpretation of country specific tax law and the likelihoodprobability of settlement. As disclosed by management, the actual tax liabilities could differ from the provision for tax uncertainties and in such event the Company would be required to make an adjustment in a subsequent period which could have a material impact on the Company’s profit for the year.

The principal considerations for our determination that performing procedures related to the taxation - provisionprovisions for tax uncertainties is a critical audit matter are (i) the significant judgments made by management in determiningestimating the provisions for tax uncertainties, including
216

Financial statements (continued)
a high degree of estimation uncertainty due to the number and complexity of tax laws frequency of tax audits and potential for adjustments which could have a material impact on the Company’s profit for the year as a result of such audits. This in turn led toadjustments; (ii) a high degree of auditor judgment, subjectivity and effort in performing procedures to evaluate the timely identification and accurate measurement of provisions for tax uncertainties. Also, the evaluation of audit evidence related to the provisions for tax uncertainties required significant auditor judgment as the nature of the evidence is often subjective,uncertainties; and (iii) the audit effort involved the use of professionals with specialised skill and knowledge.

204

Financial statements (continued)
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the identificationrecognition and recognition of the liabilities for uncertain tax positions, and controls addressing completeness of the uncertain tax positions, as well as controls over measurement of the liabilities.provisions for tax uncertainties. These procedures also included, among others,others: (i) testing the information used in the calculation of the liability for uncertainprovisions, including local government legislation and litigation documents, international and federal filing treatments, and the related final tax positions;returns; (ii) testing the calculation of the liability for uncertain tax positionsprovisions by jurisdiction, includingjurisdiction; (iii) evaluating management’s assessment of the technical meritscountry specific tax law and probability of tax positions and estimates of the amount of tax benefit expected to be sustained; (iii) testing the completeness of management’s assessment of both the identification of uncertain tax positions and possible outcomes of each uncertain tax position; andsettlement; (iv) evaluating the status and results of tax audits with the relevant tax authoritiesauthorities; and (v) evaluating the sufficiency of the Company’s related disclosures. Professionals with specialised skill and knowledge were used to assist in the evaluation of the completenessrecognition and measurement of the Company’s uncertainprovisions for tax positions, including evaluating the reasonableness of management’s assessment of whether tax positions are more-likely-than-not of being sustained, the application of relevant tax laws, and estimated interest and penalties, as well as evaluating the sufficiency of the Company’s related financial statement disclosures.

Post employment benefit obligations

As described in Note 14 to the consolidated financial statements, the carrying value of defined benefit obligations was £7,234 million as at 30 June 2022. Application of IAS 19 requires the exercise of estimation and judgment in relation to various assumptions.Management determines the assumptions on a country by country basis in conjunction with its actuaries. Estimates are required in respect of uncertain future events, including the life expectancy of members of the plans, salary and pension increases, future inflation rates, and discount rates.

The principal considerations for our determination that post employment benefit obligations is a critical audit matter are the significant judgments made by management in selecting the assumptions used to develop its estimate of the present value of defined benefit obligations. This in turn led to a high degree of auditor judgment and effort in our evaluation of management’s significant assumptions, which were future inflation rates, discount rates and the life expectancy of members of the plans. In addition, the audit effort involved the use of professionals with specialised skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s determination of the carrying value of defined benefit obligations, including future inflation rates, discount rates and the life expectancy of members of the plans. These procedures also included, among others, testing management’s process for determining the present value of the significant post employment benefit obligations, evaluating the appropriateness of the methodology used in the valuation models, testing the completeness, accuracy, and relevance of underlying data used in the models, and evaluating the significant assumptions used by management, including the future inflation rates, discount rates and the life expectancy of members of the plans, as well as management’s sensitivities and related financial statement disclosures. Evaluating the reasonableness of management’s assumptions involved i) comparing these assumptions to our independently compiled expected ranges based on market observable indices or relevant national and industry benchmarks, ii) performing sensitivity analyses, and iii) using professionals with specialised skill and knowledge to assist in the evaluation of the significant assumptions.uncertainties.

/s/ PricewaterhouseCoopers LLP
London, United Kingdom
43 August 20222023

We have served as the Company's auditor since 2015.
217205

Financial statements (continued)

Consolidated income statement
 
 NotesYear ended 30 June 2022 £ millionYear ended 30 June 2021 £ millionYear ended 30 June 2020 £ million
Sales22,448 19,153 17,697 
Excise duties(6,996)(6,420)(5,945)
Net sales15,452 12,733 11,752 
Cost of sales(5,973)(5,038)(4,654)
Gross profit9,479 7,695 7,098 
Marketing(2,721)(2,163)(1,841)
Other operating items(2,349)(1,801)(3,120)
Operating profit4,409 3,731 2,137 
Non-operating items(17)14 (23)
Finance income497 278 366
Finance charges(919)(651)(719)
Share of after tax results of associates and joint ventures417 334 282 
Profit before taxation4,387 3,706 2,043 
Taxation(1,049)(907)(589)
Profit for the year3,338 2,799 1,454 
Attributable to:
Equity shareholders of the parent company3,249 2,660 1,409 
Non-controlling interests89 139 45 
3,338 2,799 1,454 
             millionmillionmillion
Weighted average number of shares
Shares in issue excluding own shares2,318 2,337 2,346 
Dilutive potential ordinary shares7 
2,325 2,345 2,354 
  pencepencepence
Basic earnings per share140.2 113.8 60.1 
Diluted earnings per share139.7 113.4 59.9 
 Notes
Year ended
30 June 2023
 £ million
Year ended 30 June 2022 £ millionYear ended 30 June 2021 £ million
Sales23,515 22,448 19,153 
Excise duties(6,402)(6,996)(6,420)
Net sales17,113 15,452 12,733 
Cost of sales(6,899)(5,973)(5,038)
Gross profit10,214 9,479 7,695 
Marketing(3,051)(2,721)(2,163)
Other operating items(2,531)(2,349)(1,801)
Operating profit4,632 4,409 3,731 
Non-operating items328 (17)14 
Finance income340 497 278
Finance charges(934)(919)(651)
Share of after tax results of associates and joint ventures370 417 334 
Profit before taxation4,736 4,387 3,706 
Taxation(970)(1,049)(907)
Profit for the year3,766 3,338 2,799 
Attributable to:
Equity shareholders of the parent company3,734 3,249 2,660 
Non-controlling interests32 89 139 
3,766 3,338 2,799 
             millionmillionmillion
Weighted average number of shares
Shares in issue excluding own shares2,264 2,318 2,337 
Dilutive potential ordinary shares7 
2,271 2,325 2,345 
  pencepencepence
Basic earnings per share164.9 140.2 113.8 
Diluted earnings per share164.4 139.7 113.4 
The accompanying notes are an integral part of these consolidated financial statements.

218206

Financial statements (continued)
Consolidated statement of comprehensive income
 
 Notes
Year ended
30 June 2022
 £ million
Year ended
30 June 2021
 £ million
Year ended
30 June 2020
£ million
Other comprehensive income
Items that will not be recycled subsequently to the income statement
Net remeasurement of post employment benefit plans
Group14616 16 38 
Associates and joint ventures5 (14)
Non-controlling interests14(1)— — 
Tax on post employment benefit plans(123)(46)(21)
Changes in the fair value of equity investments at fair value through other comprehensive income(12)— — 
485 (27)
Items that may be recycled subsequently to the income statement
Exchange differences on translation of foreign operations
Group1,128 (1,233)(104)
Associates and joint ventures660 (240)82 
Non-controlling interests171 (173)(37)
Net investment hedges(623)810 (227)
Exchange loss recycled to the income statement
On disposal of foreign operations863 — 
Tax on exchange differences – group(6)(9)
Tax on exchange differences – non-controlling interests (1)— 
Effective portion of changes in fair value of cash flow hedges
Hedge of foreign currency debt of the group233 (298)221 
Transaction exposure hedging of the group(172)101 (43)
Hedges by associates and joint ventures(15)(1)
Commodity price risk hedging of the group78 41 (11)
Recycled to income statement – hedge of foreign currency debt of the group(239)175 (75)
Recycled to income statement – transaction exposure hedging of the group42 10 42 
Recycled to income statement – commodity price risk hedging of the group(46)(2)
Tax on effective portion of changes in fair value of cash flow hedges32 (6)(23)
Hyperinflation adjustments365 (17)(18)
Tax on hyperinflation adjustments(74)

997 (838)(167)
Other comprehensive income/(loss), net of tax, for the year1,482 (865)(164)
Profit for the year3,338 2,799 1,454 
Total comprehensive income for the year4,820 1,934 1,290 
Attributable to:
Equity shareholders of the parent company4,561 1,969 1,282 
Non-controlling interests18259 (35)
Total comprehensive income for the year4,820 1,934 1,290 
 Notes
Year ended
30 June 2023
 £ million
Year ended
30 June 2022
 £ million
Year ended
30 June 2021
£ million
Other comprehensive income
Items that will not be recycled subsequently to the income statement
Net remeasurement of post employment benefit plans
Group14(643)616 16 
Associates and joint ventures13 
Non-controlling interests14 (1)— 
Tax on post employment benefit plans161 (123)(46)
Changes in the fair value of equity investments at fair value through other comprehensive income(4)(12)— 
(473)485 (27)
Items that may be recycled subsequently to the income statement
Exchange differences on translation of foreign operations
Group(876)1,128 (1,233)
Associates and joint ventures6(59)60 (240)
Non-controlling interests(148)171 (173)
Net investment hedges416 (623)810 
Exchange (gain)/loss recycled to the income statement
On disposal of foreign operations8(18)63 — 
On step acquisitions(1)— — 
Tax on exchange differences – group(2)(6)(9)
Tax on exchange differences – non-controlling interests — (1)
Effective portion of changes in fair value of cash flow hedges
Hedge of foreign currency debt of the group6 233 (298)
Transaction exposure hedging of the group273 (172)101 
Hedges by associates and joint ventures24 (15)(1)
Commodity price risk hedging of the group(56)78 41 
Recycled to income statement – hedge of foreign currency debt of the group54 (239)175 
Recycled to income statement – transaction exposure hedging of the group(13)42 10 
Recycled to income statement – commodity price risk hedging of the group(33)(46)(2)
Tax on effective portion of changes in fair value of cash flow hedges(39)32 (6)
Hyperinflation adjustments182 365 (17)
Tax on hyperinflation adjustments(39)(74)

(329)997 (838)
Other comprehensive (loss)/income, net of tax, for the year(802)1,482 (865)
Profit for the year3,766 3,338 2,799 
Total comprehensive income for the year2,964 4,820 1,934 
Attributable to:
Equity shareholders of the parent company3,080 4,561 1,969 
Non-controlling interests18(116)259 (35)
Total comprehensive income for the year2,964 4,820 1,934 
The accompanying notes are an integral part of these consolidated financial statements.
219207

Financial statements (continued)
Consolidated balance sheet
  30 June 202230 June 2021
 Notes£ million£ million£ million£ million
Non-current assets
Intangible assets911,902 10,764 
Property, plant and equipment105,848 4,849 
Biological assets1194 66 
Investments in associates and joint ventures63,652 3,308 
Other investments1337 40 
Other receivables1537 36 
Other financial assets16345 327 
Deferred tax assets7114 100 
Post employment benefit assets141,553 1,018 
23,582 20,508 
Current assets
Inventories157,094 6,045 
Trade and other receivables152,933 2,385 
Corporate tax receivables7149 145 
Assets held for sale8222 — 
Other financial assets16251 121 
Cash and cash equivalents172,285 2,749 
12,934 11,445 
Total assets36,516 31,953 
Current liabilities
Borrowings and bank overdrafts17(1,522)(1,862)
Other financial liabilities16(444)(257)
Share buyback liability18(117)(91)
Trade and other payables15(5,887)(4,648)
Liabilities held for sale8(61)— 
Corporate tax payables7(252)(146)
Provisions15(159)(138)
(8,442)(7,142)
Non-current liabilities
Borrowings17(14,498)(12,865)
Other financial liabilities16(703)(384)
Other payables15(380)(338)
Provisions15(258)(274)
Deferred tax liabilities7(2,319)(1,945)
Post employment benefit liabilities14(402)(574)
(18,560)(16,380)
Total liabilities(27,002)(23,522)
Net assets9,514 8,431 
Equity
Share capital18723 741 
Share premium

1,351 1,351 
Other reserves

2,174 1,621 
Retained earnings

3,550 3,184 
Equity attributable to equity shareholders of the parent company7,798 6,897 
Non-controlling interests181,716 1,534 
Total equity9,514 8,431 
  30 June 202330 June 2022
 Notes£ million£ million£ million£ million
Non-current assets
Intangible assets911,512 11,902 
Property, plant and equipment106,142 5,848 
Biological assets11156 94 
Investments in associates and joint ventures63,829 3,652 
Other investments1357 37 
Other receivables1531 37 
Other financial assets16394 345 
Deferred tax assets7141 114 
Post employment benefit assets14960 1,553 
23,222 23,582 
Current assets
Inventories157,661 7,094 
Trade and other receivables152,720 2,933 
Corporate tax receivables7232 149 
Assets held for sale8 222 
Other financial assets16347 251 
Cash and cash equivalents171,439 2,285 
12,399 12,934 
Total assets35,621 36,516 
Current liabilities
Borrowings and bank overdrafts17(1,701)(1,522)
Other financial liabilities16(359)(444)
Share buyback liability (117)
Trade and other payables15(5,300)(5,887)
Liabilities held for sale8 (61)
Corporate tax payables7(135)(252)
Provisions15(119)(159)
(7,614)(8,442)
Non-current liabilities
Borrowings17(14,801)(14,498)
Other financial liabilities16(747)(703)
Other payables15(368)(380)
Provisions15(243)(258)
Deferred tax liabilities7(2,183)(2,319)
Post employment benefit liabilities14(373)(402)
(18,715)(18,560)
Total liabilities(26,329)(27,002)
Net assets9,292 9,514 
Equity
Share capital18712 723 
Share premium

1,351 1,351 
Other reserves

1,861 2,174 
Retained earnings

3,898 3,550 
Equity attributable to equity shareholders of the parent company7,822 7,798 
Non-controlling interests181,470 1,716 
Total equity9,292 9,514 
The accompanying notes are an integral part of these consolidated financial statements.

These consolidated financial statements have been approved by a duly appointed and authorised committee of the Board of Directors and were signed on its behalf by Ivan MenezesDebra Crew and Lavanya Chandrashekar, Directors and dated 43 August 2022.2023.
220208

Financial statements (continued)
Consolidated statement of changes in equity 
   Other reservesRetained earnings/(deficit)   
 NotesShare
capital
£ million
Share premium
£ million
Capital redemption reserve
£ million
Hedging and exchange reserve
£ million
Own shares
£ million
Other retained earnings
£ million
Total
£ million
Equity attributable to parent company shareholders
£ million
Non- controlling interests
£ million
Total equity
£ million
At 30 June 2019753 1,350 3,190 (818)(2,026)5,912 3,886 8,361 1,795 10,156 
Profit for the year— — — — — 1,409 1,409 1,409 45 1,454 
Other comprehensive loss— — — (116)— (11)(11)(127)(37)(164)
Total comprehensive (loss)/ income for the year— — — (116)— 1,398 1,398 1,282 1,290 
Employee share schemes— — — — 90 (36)54 54 — 54 
Share-based incentive plans18 — — — — — — 
Share-based incentive plans in respect of associates— — — — — — 
Tax on share-based incentive plans— — — — — — 
Share-based payments and purchase of treasury shares in respect of subsidiaries— — — — — (1)(1)(1)— (1)
Shares issued— — — — — — — 
Transfers— — — — (5)(5)— — — 
Purchase of non-controlling interests— — — — — (39)(39)(39)(23)(62)
Non-controlling interest in respect of new subsidiary— — — — — — — — 
Change in fair value of put option— — — — — — 
Share buyback programme(11)— 11 — — (1,256)(1,256)(1,256)— (1,256)
Dividend declared for the year— — — — — (1,646)(1,646)(1,646)(117)(1,763)
At 30 June 2020742 1,351 3,201 (929)(1,936)4,343 2,407 6,772 1,668 8,440 
Profit for the year— — — — — 2,660 2,660 2,660 139 2,799 
Other comprehensive loss— — — (652)— (39)(39)(691)(174)(865)
Total comprehensive (loss)/income for the year— — — (652)— 2,621 2,621 1,969 (35)1,934 
Employee share schemes— — — — 59 (10)49 49 — 49 
Share-based incentive plans18 — — — — — 49 49 49 — 49 
Share-based incentive plans in respect of associates— — — — — — 
Tax on share-based incentive plans— — — — — — 
Purchase of non-controlling interests— — — — — (15)(15)(15)(27)(42)
Associates' transactions with non-controlling interests— — — — — (91)(91)(91)— (91)
Change in fair value of put option— — — — — (2)(2)(2)— (2)
Share buyback programme(1)— — — (200)(200)(200)— (200)
Dividend declared for the year18 — — — — — (1,646)(1,646)(1,646)(72)(1,718)
At 30 June 2021741 1,351 3,202 (1,581)(1,877)5,061 3,184 6,897 1,534 8,431 
Adjustment to 2021 closing equity in respect of hyperinflation in Turkey— — — — — 251 251 251 — 251 
Adjusted opening balance741 1,351 3,202 (1,581)(1,877)5,312 3,435 7,148 1,534 8,682 
Profit for the year     3,249 3,249 3,249 89 3,338 
Other comprehensive income   535  777 777 1,312 170 1,482 
Total comprehensive income for the year   535  4,026 4,026 4,561 259 4,820 
Employee share schemes    39 50 89 89  89 
Share-based incentive plans18      59 59 59  59 
Share-based incentive plans in respect of associates     4 4 4  4 
Tax on share-based incentive plans     9 9 9  9 
Share-based payments and purchase of own shares in respect of subsidiaries     (11)(11)(11)(6)(17)
Unclaimed dividend     3 3 3 1 4 
Change in fair value of put option     (34)(34)(34) (34)
Share buyback programme(18) 18   (2,310)(2,310)(2,310) (2,310)
Dividend declared for the year18      (1,720)(1,720)(1,720)(72)(1,792)
At 30 June 2022723 1,351 3,220 (1,046)(1,838)5,388 3,550 7,798 1,716 9,514 
   Other reservesRetained earnings/(deficit)   
 NotesShare
capital
£ million
Share premium
£ million
Capital redemption reserve
£ million
Hedging and exchange reserve
£ million
Own shares
£ million
Other retained earnings
£ million
Total
£ million
Equity attributable to parent company shareholders
£ million
Non- controlling interests
£ million
Total equity
£ million
At 30 June 2020742 1,351 3,201 (929)(1,936)4,343 2,407 6,772 1,668 8,440 
Profit for the year— — — — — 2,660 2,660 2,660 139 2,799 
Other comprehensive loss— — — (652)— (39)(39)(691)(174)(865)
Total comprehensive (loss)/income for the year— — — (652)— 2,621 2,621 1,969 (35)1,934 
Employee share schemes— — — — 59 (10)49 49 — 49 
Share-based incentive plans18 — — — — — 49 49 49 — 49 
Share-based incentive plans in respect of associates— — — — — — 
Tax on share-based incentive plans— — — — — — 
Purchase of non-controlling interests— — — — — (15)(15)(15)(27)(42)
Associates' transactions with non-controlling interests— — — — — (91)(91)(91)— (91)
Change in fair value of put option— — — — — (2)(2)(2)— (2)
Share buyback programme(1)— — — (200)(200)(200)— (200)
Dividend declared for the year18 — — — — — (1,646)(1,646)(1,646)(72)(1,718)
At 30 June 2021741 1,351 3,202 (1,581)(1,877)5,061 3,184 6,897 1,534 8,431 
Adjustment to 2021 closing equity in respect of hyperinflation in Turkey— — — — — 251 251 251 — 251 
Adjusted opening balance741 1,351 3,202 (1,581)(1,877)5,312 3,435 7,148 1,534 8,682 
Profit for the year— — — — — 3,249 3,249 3,249 89 3,338 
Other comprehensive income— — — 535 — 777 777 1,312 170 1,482 
Total comprehensive income for the year— — — 535 — 4,026 4,026 4,561 259 4,820 
Employee share schemes— — — — 39 50 89 89 — 89 
Share-based incentive plans18 — — — — — 59 59 59 — 59 
Share-based incentive plans in respect of associates— — — — — — 
Tax on share-based incentive plans— — — — — — 
Share-based payments and purchase of own shares in respect of subsidiaries— — — — — (11)(11)(11)(6)(17)
Unclaimed dividend— — — — — 
Change in fair value of put option— — — — — (34)(34)(34)— (34)
Share buyback programme(18)— 18 — — (2,310)(2,310)(2,310)— (2,310)
Dividend declared for the year18 — — — — — (1,720)(1,720)(1,720)(72)(1,792)
At 30 June 2022723 1,351 3,220 (1,046)(1,838)5,388 3,550 7,798 1,716 9,514 
Profit for the year     3,734 3,734 3,734 32 3,766 
Other comprehensive loss   (324) (330)(330)(654)(148)(802)
Total comprehensive (loss)/income for the year   (324) 3,404 3,404 3,080 (116)2,964 
Employee share schemes    24 24 48 48  48 
Share-based incentive plans18      49 49 49  49 
Share-based incentive plans in respect of associates     6 6 6  6 
Tax on share-based incentive plans     6 6 6  6 
Share-based payments and purchase of own shares in respect of subsidiaries     3 3 3 2 5 
Purchase of non-controlling interests     (111)(111)(111)(35)(146)
Associates' transactions with non-controlling interests     (7)(7)(7) (7)
Unclaimed dividend     1 1 1  1 
Change in fair value of put option     (16)(16)(16) (16)
Share buyback programme(11) 11   (1,273)(1,273)(1,273) (1,273)
Dividend declared for the year18      (1,762)(1,762)(1,762)(97)(1,859)
At 30 June 2023712 1,351 3,231 (1,370)(1,814)5,712 3,898 7,822 1,470 9,292 
The accompanying notes are an integral part of these consolidated financial statements.

221209

Financial statements (continued)
Consolidated statement of cash flows
  Year ended 30 June 2022Year ended 30 June 2021Year ended 30 June 2020
 Notes£ million£ million£ million£ million£ million£ million
Cash flows from operating activities
Profit for the year3,338 2,799 1,454 
Taxation1,049 907 589 
Share of after tax results of associates and joint ventures(417)(334)(282)
Net finance charges422 373 353 
Non-operating items17 (14)23 
Operating profit4,409 3,731 2,137 
Increase in inventories(740)(443)(366)
(Increase)/decrease in trade and other receivables(378)(446)523 
Increase/(decrease) in trade and other payables and provisions939 1,220 (485)
Net (increase)/decrease in working capital(179)331 (328)
Depreciation, amortisation and impairment828 447 1,839 
Dividends received190 290 
Post employment payments less amounts included in operating profit(89)(30)(109)
Other items53 88 (14)
982 795 1,720 
Cash generated from operations5,212 4,857 3,529 
Interest received110 89 185 
Interest paid(438)(440)(493)
Taxation paid(949)(852)(901)
(1,277)(1,203)(1,209)
Net cash inflow from operating activities3,935 3,654 2,320 
Cash flows from investing activities
Disposal of property, plant and equipment and computer software17 13 14 
Purchase of property, plant and equipment and computer software(1,097)(626)(700)
Movements in loans and other investments(72)(4)— 
Sale of businesses and brands882 14 11 
Acquisition of businesses8(271)(488)(130)
Net cash outflow from investing activities(1,341)(1,091)(805)
Cash flows from financing activities
Share buyback programme18(2,284)(109)(1,282)
Proceeds from issue of share capital — 
Net sale of own shares for share schemes18 49 54 
Purchase of treasury shares in respect of subsidiaries(15)— — 
Dividends paid to non-controlling interests(81)(77)(111)
Proceeds from bonds172,263 1,031 5,188 
Repayment of bonds17(1,521)(1,247)(820)
Purchase of shares of non-controlling interests8 (42)(62)
Cash inflow from other borrowings(1)

503 34 497 
Cash outflow from other borrowings(1)
(424)(787)(782)
Equity dividends paid(1,718)(1,646)(1,646)
Net cash (outflow)/inflow from financing activities(3,259)(2,794)1,037 
Net (decrease)/increase in net cash and cash equivalents17(665)(231)2,552 
Exchange differences239 (285)(120)
Net cash and cash equivalents at beginning of the year2,637 3,153 721 
Net cash and cash equivalents at end of the year2,211 2,637 3,153 
Net cash and cash equivalents consist of:
Cash and cash equivalents172,285 2,749 3,323 
Bank overdrafts17(74)(112)(170)
2,211 2,637 3,153 
  Year ended 30 June 2023Year ended 30 June 2022Year ended 30 June 2021
 Notes£ million£ million£ million£ million£ million£ million
Cash flows from operating activities
Profit for the year3,766 3,338 2,799 
Taxation970 1,049 907 
Share of after tax results of associates and joint ventures(370)(417)(334)
Net finance charges594 422 373 
Non-operating items(328)17 (14)
Operating profit4,632 4,409 3,731 
Increase in inventories(675)(740)(443)
Decrease/(increase) in trade and other receivables121 (378)(446)
(Decrease)/increase in trade and other payables and provisions(621)939 1,220 
Net (increase)/decrease in working capital(1,175)(179)331 
Depreciation, amortisation and impairment1,066 828 447 
Dividends received219 190 290 
Post employment payments less amounts included in operating profit(25)(89)(30)
Other items62 53 88 
1,322 982 795 
Cash generated from operations4,779 5,212 4,857 
Interest received131 110 89 
Interest paid(685)(438)(440)
Taxation paid(1,201)(949)(852)
(1,755)(1,277)(1,203)
Net cash inflow from operating activities3,024 3,935 3,654 
Cash flows from investing activities
Disposal of property, plant and equipment and computer software13 17 13 
Purchase of property, plant and equipment and computer software(1,180)(1,097)(626)
Movements in loans and other investments(57)(72)(4)
Sale of businesses and brands8462 82 14 
Acquisition of subsidiaries(1)
8(342)(206)(450)
Investments in associates and joint ventures(1)
8(93)(65)(38)
Net cash outflow from investing activities(1,197)(1,341)(1,091)
Cash flows from financing activities
Share buyback programme18(1,381)(2,284)(109)
Net sale of own shares for share schemes29 18 49 
Purchase of treasury shares in respect of subsidiaries (15)— 
Dividends paid to non-controlling interests(97)(81)(77)
Proceeds from bonds172,229 2,263 1,031 
Repayment of bonds17(1,340)(1,521)(1,247)
Purchase of shares of non-controlling interests8(146)— (42)
Cash inflow from other borrowings

433 503 34 
Cash outflow from other borrowings(374)(424)(787)
Equity dividends paid(1,761)(1,718)(1,646)
Net cash outflow from financing activities(2,408)(3,259)(2,794)
Net decrease in net cash and cash equivalents17(581)(665)(231)
Exchange differences(227)239 (285)
Net cash and cash equivalents at beginning of the year2,211 2,637 3,153 
Net cash and cash equivalents at end of the year1,403 2,211 2,637 
Net cash and cash equivalents consist of:
Cash and cash equivalents171,439 2,285 2,749 
Bank overdrafts17(36)(74)(112)
1,403 2,211 2,637 
(1)     For the years ended 30 June 20212022 and 30 June 2020,2021, the previously reported line item of “Net movements in other borrowings”'Acquisition of businesses' has been replaced with “Cash inflow from other borrowings”'Acquisition of subsidiaries' and “Cash outflow from other borrowings”'Investments in associates and joint ventures' to gross upshow separately the amounts shown above within these lines which had previously been shown net.combined.

The accompanying notes are an integral part of these consolidated financial statements.
222210

Financial statements (continued)

Accounting information and policies

Introduction
This section describes the basis of preparation of the consolidated financial statements and the group’s accounting policies that are applicable to the financial statements as a whole. Accounting policies, critical accounting estimates and judgements specific to a note are included in the note to which they relate. Furthermore, the section details new accounting standards, amendments and interpretations, that the group has adopted in the current financial year or will adopt in subsequent years.

1. Accounting information and policies

(a) Basis of preparation
On 31 December 2020, International Financial Reporting Standards (IFRSs) as adopted by the European Union (EU) at that date
were brought into UK law and became UK-adopted International Accounting Standards, with future changes being subject to
endorsement by the UK Endorsement Board. Diageo plc transitioned to UK-adopted International Accounting Standards in its consolidated financial statements on 1 July 2021. This change constitutes a change in accounting framework. However, there is no impact on recognition, measurement or disclosure in the period reported as a result of the change in framework.
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 (IFRSs) adopted by the UK IFRSs as adopted by the EU(UK-adopted International Accounting Standards) and IFRSs, as issued by the IASB, including interpretations issued by the IFRS Interpretations Committee. IFRS as adopted by the UK and 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.

(b) Going concern
Management has prepared cash flow forecasts which havewere also been sensitised to reflect severe but plausible downside scenarios taking into consideration the group's principal risks. In the base case scenario, management has included assumptions for mid-single digit net sales growth, operating margin improvement and global TBA market share growth. In light of the ongoing geopolitical volatility, the base case outlook and severe but plausible downside scenarios have incorporated considerations for a slower post-pandemic economic recovery,prolonged global recession, supply chain disruptions, higher inflation and further geopolitical deterioration. Even under these scenarios, the group’s cash positionliquidity is still expected to remain strong, as the group's liquidityit was protected by issuing €1,650€500 million of fixed rate euro and £900 million$2 billion of fixed rate sterling denominateddollar-denominated bonds in the year ended 30 June 2022.2023. Mitigating actions, should they be required, are all within management’s control and could include reductions in discretionary spending such as acquisitions and capital expenditure, as well as a temporary suspension of the share buyback programme and dividend payments in the next 12 months, or drawdowns on committed facilities. Having considered the outcome of these assessments, the Directors are comfortable that the company is a going concern for at least 12 months from the date of signing the group's consolidated financial statements.

(c) Consolidation
The consolidated financial statements include the results of the company and its subsidiaries together with the group’s attributable share of the results of associates and joint ventures. A subsidiary is an entity controlled by Diageo plc. The group controls an investee when it is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. 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 included on the basis of the group’s rights over those assets and liabilities.

(d) Foreign currencies
Items included in the financial statements of the group’s subsidiaries, associates and joint ventures are measured using the currency of the primary economic environment in which each entity operates (its functional currency). The consolidated financial statements are presented in sterling, which is the functional currency of the parent company.company, Diageo plc. The functional currency of Diageo plc is determined by using management judgement that considers the parent company as an extension of its subsidiaries.
The income statements and cash flows of non-sterling entities are translated into sterling at weighted average rates of exchange, except for subsidiaries in hyperinflationary economies that are translated with the closing rate at the end of the periodyear and other thanfor substantial transactions that are translated at the rate on the date of the transaction. Exchange differences arising on the retranslation to closing rates are taken to the exchange reserve.
Assets and liabilities are translated at closing rates. Exchange differences arising on the retranslation at closing rates of the opening balance sheets of overseas entities are taken to the exchange reserve, as are exchange differences arising on foreign currency
223

Financial statements (continued)
borrowings and financial instruments designated as net investment hedges, to the extent that they are effective. Tax charges and credits arising on such items are also taken to the exchange reserve. Gains and losses accumulated in the exchange reserve are recycled to the
211

Financial statements (continued)
income statement when the foreign operation is sold. Other exchange differences are taken to the income statement. Transactions in foreign currencies are recorded at the rate of exchange at the date of the transaction.
The principal foreign exchange rates used in the translation of financial statements for the three years ended 30 June 2022,2023, expressed in US dollars and euros per £1, were as follows:
 202220212020
US dollar
Income statement and cash flows(1)
1.33 1.35 1.26 
Assets and liabilities(2)
1.21 1.39 1.23 
Euro
Income statement and cash flows(1)
1.18 1.13 1.14 
Assets and liabilities(2)
1.16 1.17 1.09 
 202320222021
US dollar
Income statement and cash flows(1)
1.20 1.33 1.35 
Assets and liabilities(2)
1.26 1.21 1.39 
Euro
Income statement and cash flows(1)
1.15 1.18 1.13 
Assets and liabilities(2)
1.17 1.16 1.17 
(1)    Weighted average rates
(2)    Closing rates

The group uses foreign exchange hedges to mitigate the effect of exchange rate movements. For further information, see note 16.

(e) Critical accounting estimates and judgements
Details of critical estimates and judgements which the Directors consider could have a significant impact uponon the financial statements are set out in the related notes as follows:
Exceptional items – management judgement whether exceptional or not – page 233219
Taxation – management judgement of whether a provision is required and management estimate of amount of corporate tax payable or receivable, the recoverability of deferred tax assets and expectation on manner of recovery of deferred taxes – pages 239224 and 289228
Brands, goodwill, and other intangibles and contingent considerations – management judgement ofwhether the assets and liabilities are to be recognised and synergies resulting from an acquisition. Management judgement and estimate are required in determining future cash flows and appropriate applicable assumptions to support the intangible asset and contingent consideration value – page 249pages 236
Post employment benefits – management judgement in determining whether a surplus can be recovered and management estimate in determining the assumptions in calculating the liabilities of the funds – page 258 244
Contingent liabilities and legal proceedings – management judgement in assessing the likelihood of whether a liability will arise and an estimate to quantify the possible range of any settlementsettlement; and significant unprovided tax matters where maximum exposure is provided for each – page 287272


(f) Hyperinflationary accounting
The group applied hyperinflationary accounting for its operations in Turkey, Venezuela and Lebanon.
In March 2022, the three-yearTurkey has been a hyperinflationary economy where cumulative inflation in Turkey exceeded 100% and as a result, hyperinflationary accounting was applied for the yearthree years ended 30 June 2022 in respect ofexceeded 100%. Consequently, since March 2022, the group’s operations in Turkey.group applies hyperinflationary accounting for its Turkish operations. The group’s consolidated financial statements for the years ended 30 June 2023 and 30 June 2022 include the results and financial position of its Turkish operations restated to the measuring unit current at the end of theeach period, with hyperinflationary gains and losses in respect of monetary items being reported in finance income and charges. Comparative amounts presented in the consolidated financial statements were not restated. Hyperinflationary accounting needs to be applied as if Turkey has always been a hyperinflationary economy, hence, as per Diageo’s accounting policy choice, the differences between equity at 30 June 2021 as reported and the equity after the restatement of the non-monetary items to the measuring unit current at 30 June 2021 were recognised in retained earnings. Such restatement includes impairment of TRLTRY 2,133 million (£177 million) recognised on the goodwill in the Turkey cash-generating unit and TRLTRY 1,627 million (£135 million) in respect of the Yenì Raki brand, as a result of the increased carrying values for those due to hyperinflation adjustments.
When applying IAS 29 on an ongoing basis, comparatives in stable currency are not restated and the effect of inflating opening balancesnet assets to the measuring unit current at the end of the reporting period is presented in other comprehensive income.
The inflation rate used by the group is the official rate published by the Turkish Statistical Institute, TurkStat.Institute. The movement in the publicly available official price index for the year ended 30 June 20222023 was 79% (202138% (202218%79%).
Venezuela is a hyperinflationary economy where the government maintains a regime of strict currency controls with multiple foreign currency rate systems. The exchange rate used to translate the results of the group’s Venezuelan operations was VES/£ 7593,807 for the year ended 30 June 2022 (20212023 (2022 – VES/£ 237).759).This rate reflects management’s estimate of the exchange rate considering inflation and the most appropriate official exchange rate. Movement in the price index for the year ended 30 June 20222023 was 268% (2021382% (20221,991%268%).The. The inflation rate used by the group is provided by an independent valuer because no reliable, officially published rate is available for Venezuela.
224212

Financial statements (continued)
The following table presents the contribution of the group’s Venezuelan operations to the consolidated income statement,net sales, operating profit, operating cash flow statement and net assets for the yearyears ended 30 June 20222023 and 30 June 20212022 and with the amounts that would have resulted if the official reference exchange rate had been applied:
Year ended 30 June 2022Year ended 30 June 2021
 At estimated exchange rateAt official reference
 exchange rate
At estimated
 exchange rate(1)
At official reference
 exchange rate(1)
759 VES/£7 VES/£237 VES/£4 VES/£
£ million£ million£ million£ million
Net sales 15 — 
Operating (loss)/profit(1)(1)(1)11 
Other finance income - hyperinflation adjustment1 157 122 
Net cash (outflow)/inflow from operating activities (5)— 
Net assets41 4,606 38 2,016 
Year ended 30 June 2023Year ended 30 June 2022
 At estimated exchange rateAt official reference
 exchange rate
At estimated
 exchange rate
At official reference
 exchange rate
3,807 VES/£36 VES/£759 VES/£7 VES/£
£ million£ million£ million£ million
Net sales 9 — 15 
Operating loss  (1)(1)
Other finance (charges)/income - hyperinflation adjustment(2)(212)157 
Net cash outflow from operating activities (3)— (5)
Net assets6 657 41 4,606 
1)    Prior year rates have been restated to reflect the Central Bank of Venezuela's decision to cut six zeros from the bolivar currency from 1 October 2021.
Sterling amounts presented at the official reference exchange rate are results of simple mathematical conversion.

The impact of hyperinflationary accounting for Lebanon was immaterial both in the current and comparative periods.



(g) New accounting standards and interpretations
The following amendmentamendments to the accounting standards, issued by the IASB and endorsed by the UK, and EU, has beenwere adopted by the group from 1 July 20212022 with no impact on the group’s consolidated results, financial position or disclosures:
Amendments to IFRS 16 – Covid-19 - related rent concessions beyond 30 June 20213 Updating a Reference to the Conceptual Framework
Amendments to IAS 16 Property, Plant and Equipment: Proceeds before Intended Use
Amendments to IAS 37 Onerous Contracts - Cost of Fulfilling a Contract
Amendments to Annual improvements 2018-2020 - IFRS 9 - Fees in the '10 per cent' Test, IFRS 16 - Lease incentives, IAS 41 - Taxation in Fair Value Measurements
Amendments to IAS 12 International Tax Reform – Pillar Two Model Rules
The following amendmentstandard and amendments issued by the IASB and endorsed by the UK and EU, has been adopted by the group:
Amendments to IFRS 9, IAS 39 and IFRS 7 – Interest rate benchmark reform (phase 2). The amendment to IFRS 9 provides relief from applying specific hedge accounting and financial instrument derecognition requirements directly affected by interbank offered rate (IBOR) reform. By applying the practical expedient, Diageo is not required to discontinue its hedging relationships as a result of changes in reference rates due to IBOR reform. The amendment to IFRS 7 requires additional disclosure explaining the nature and extent of risk related to the reform and the progress of the transition, see note 16. The adoption of Phase 2 Amendments in respect of disclosures and other accounting matters relating to Interest Rate Benchmark Reform had no material impact on its consolidated results or financial position and not resulted in any change to the entity’s risk management strategy.
The following standard issued by the IASB hashave been endorsed by the UK and EU and hashave not been adopted by the group:
IFRS 17 – Insurance contracts (effective(effective from the year ending 30 June 2024)2024) is ultimately intended to replace IFRS 4.
Based on a preliminary assessment, the group believes that the adoption of IFRS 17 will not have a significant impact on its consolidated results or financial position.

Amendments to IAS 12 - Income taxes
(effective from the year ending 30 June 2024) requires an entity to recognise deferred tax on initial recognition of particular transactions to the extent that the transaction gives rise to equal amounts of deferred tax assets and liabilities. The proposed amendments would apply to transactions such as leases and decommissioning obligations for which an entity recognises both an asset and a liability. The group believes that the adoption of these amendments will not have a significant impact on its consolidated results and financial position.
There are a number of other amendments and clarifications to IFRSs, effective in future years, which are not expected to significantly impact the group’s consolidated results or financial position.

(h) Climate change considerations
The impact of climate change assessment and the net zero carbon emission target for Diageo's direct operations (scope(Scope 1 & 2) byfor 2030 hashave been considered as part of the assessment of estimates and judgements in preparing the group accounts.group's consolidated financial statements.
The climate change scenario analyses performed in 20222023 – conducted in line with TCFD recommendations (‘Transition Scenario’ (RCP 2.6), a ‘Moderate Warming’ Scenario (RCP 4.5) and a ‘Severe Warming ScenarioScenario’ (RCP 8.5)) – identified no material financial impact to these financial statements.
The following considerations were made in respect of the financial statements:
Impact of climate change is not expected to be material on the going concern period and the viability of the group over the next three years.
The impact of climate change on factors (like residual values, useful lives and depreciation methods) that determine the carrying value of non-current assets.
The impact of climate change on forecasts of cash flows used (including forecastedforecast depreciation in line with capital expenditure plans for Diageo's net zero carbon emission commitment) in impairment assessments for the value in usevalue-in-use of non-current assets including goodwill (see Notenote 9).
The impact of climate change on post-employment assets.assets.
225213

Financial statements (continued)
Results for the year

Introduction
This section explains the results and performance of the group for the three years ended 30 June 2022.2023. Disclosures are provided for segmental information, operating costs, exceptional items, finance income and charges, the group's share of results of associates and joint ventures, taxation. For associates, joint ventures and taxation, balance sheet disclosures are also provided in this section.

2. Segmental information

Accounting policies
Sales comprise revenue from contracts with customers 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 duties and taxes collected on behalf of third parties, such as value added tax. Sales are recognised as or when performance obligations are satisfied by transferring control of a good or service to the customer, which is determined by considering, among other factors, the delivery terms agreed with customers. For the sale of goods, the transfer of control occurs when the significant risks and rewards of ownership are passed to the customer. Based on the shipping terms agreed with customers, the transfer of control of goods occurs at the time of dispatch for the majority of sales. Where the transfer of control is subsequent to the dispatch of goods, the time between dispatch and receipt by the customer is generally less than five days. The group includes in sales the net consideration to which it expects to be entitled. Sales are recognised to the extent that it is highly probable that a significant reversal will not occur. Therefore, sales are stated net of expected price discounts, allowances for customer loyalty and certain promotional activities and similar items. Generally, payment of the transaction price is due within credit terms that are consistent with industry practices, with no element of financing.
Net sales are sales less excise duties. Diageo incurs excise duties throughout the world. In the majority of countries, excise duties are effectively a production tax which becomes payable when the product is removed from bonded premises and is not directly related to the value of sales. It is generally not included as a separate item on external invoices; increases in excise duty are not always passed on to the customer and where a customer fails to pay for products received the group cannot reclaim the excise duty. The group therefore recognises excise duty, unless it regards itself as an agent of the regulatory authorities, as a cost to the group.
Advertising costs, point of sale materials and sponsorship payments are charged to marketing in operating profit when the company has a right of access to the goods or services acquired.

Diageo is an international manufacturer and distributor of premium drinks. Diageo also owns a number of investments in associates and joint ventures, as set out in note 6.
The segmental information presented is consistent with management reporting provided to the Executive Committee (the chief operating decision maker)decision-maker).
The Executive Committee considers the business principally from a geographical perspective based on the location of third-party sales and the business analysis is presented by geographical segment. In addition to these geographical selling segments, a further segment reviewed by the Executive Committee is the Supply Chain and Procurement (SC&P) segment, which manufactures products for other group companies and includes the production sites in the United Kingdom, Ireland, Italy, Guatemala and Mexico, as well as comprises the global procurement function.
The group's operations also include the Corporate segment. Corporate revenues and costs are in respect of central costs, including finance, marketing, corporate relations, human resources and legal, as well as certain information systems, facilities and employee costs that are not allocable to the geographical segments or to the SC&P. They also include rents receivable and payable in respect of properties not used by the group in the manufacture, sale or distribution of premium drinks.
Diageo uses shared services operations to deliver transaction processing activities for markets and operational entities. These centres are located in India, Hungary, Colombia and the Philippines. These captive business service centres also perform certain central finance activities, including elements of financial planning and reporting, treasury and HR services. The costs of shared services operations are recharged to the regions.
For planning and management reporting purposes, Diageo uses budgeted exchange rates that are set at the prior year's weighted average exchange rate. In order to ensure a consistent basis on which performance is measured through the year, prior period results are also restated to the budgeted exchange rate. Segmental information for net sales and operating profit before exceptional items are reported on a consistent basis with management reporting. The adjustments required to retranslate the segmental information to actual exchange rates and to reconcile it to the group’s reported results are shown in the tables below. The comparative segmental information, prior to retranslation, has not been restated at the current year’s budgeted exchange rates but is presented at the budgeted rates for the respective year.
In addition, for management reporting purposes, Diageo presents the result of acquisitions and disposals completed in the current and prior year separately from the results of the geographical segments. The impact of acquisitions and disposals on net sales and operating profit is disclosed under the appropriate geographical segments in the tables below at budgeted exchange rates.

226214

Financial statements (continued)
(a) Segmental information for the consolidated income statement
North AmericaEuropeAsia
Pacific
AfricaLatin America and CaribbeanSC&PEliminate
inter-
segment
sales
Total
operating
segments
Corporate
and other
Total
£ million£ million£ million£ million£ million£ million£ million£ million£ million£ million
2022
Sales6,682 5,740 5,624 2,403 1,945 2,010 (2,010)22,394 54 22,448 
Net sales
At budgeted exchange rates(1)
5,955 3,258 2,879 1,699 1,486 2,095 (2,016)15,356 55 15,411 
Acquisitions and disposals34 23  15 3   75  75 
SC&P allocation9 46 9 3 12 (79)    
Retranslation to actual exchange rates97 (304)(4)(35)24 (6)6 (222)(1)(223)
Hyperinflation 189      189  189 
Net sales6,095 3,212 2,884 1,682 1,525 2,010 (2,010)15,398 54 15,452 
Operating profit/(loss)
At budgeted exchange rates(1)
2,388 1,086 703 346 528 (22) 5,029 (256)4,773 
Acquisitions and disposals(28)11  (10)   (27) (27)
SC&P allocation(1)(18)(2)(1) 22     
Fair value remeasurement of contingent considerations, equity option and earn out arrangements32 36   (3)  65  65 
Fair value remeasurement of biological assets    (5)  (5) (5)
Retranslation to actual exchange rates63 (108)10 (20)18   (37)18 (19)
Hyperinflation 10      10  10 
Operating profit/(loss) before exceptional items2,454 1,017 711 315 538   5,035 (238)4,797 
Exceptional items(1)(146)(241)    (388) (388)
Operating profit/(loss)2,453 871 470 315 538   4,647 (238)4,409 
Non-operating items(17)
Net finance charges(422)
Share of after tax results of associates and joint ventures
Moët Hennessy425 
Other(8)
Profit before taxation4,387 
North AmericaEuropeAsia
Pacific
Latin America and CaribbeanAfricaSC&PEliminate
inter-
segment
sales
Total
operating
segments
Corporate
and other
Total
£ million£ million£ million£ million£ million£ million£ million£ million£ million£ million
2023
Sales7,382 5,996 5,403 2,260 2,386 3,073 (3,073)23,427 88 23,515 
Net sales
At budgeted exchange rates(1)
6,052 3,377 3,084 1,642 1,631 2,942 (2,876)15,852 87 15,939 
Acquisitions and disposals20 20 35 3 104   182  182 
SC&P allocation8 38 8 9 3 (66)    
Retranslation to actual exchange rates678 (41)73 145 (39)197 (197)816 1 817 
Hyperinflation 175      175  175 
Net sales6,758 3,569 3,200 1,799 1,699 3,073 (3,073)17,025 88 17,113 
Operating profit/(loss)
At budgeted exchange rates(1)
2,337 1,076 886 597 347 (32) 5,211 (292)4,919 
Acquisitions and disposals(18)(13)5  27   1 (6)(5)
SC&P allocation3 (24)(6)(3)(2)32     
Fair value remeasurements87 25  1    113  113 
Retranslation to actual exchange rates280 18 20 66 (152)  232 (28)204 
Hyperinflation 23      23  23 
Operating profit/(loss) before exceptional items2,689 1,105 905 661 220   5,580 (326)5,254 
Exceptional operating items(97)(8)(473) (44)  (622) (622)
Operating profit/(loss)2,592 1,097 432 661 176   4,958 (326)4,632 
Non-operating items328 
Net finance charges(594)
Share of after tax results of associates and joint ventures370 
Profit before taxation4,736 
227215

Financial statements (continued)
North AmericaEuropeAsia
Pacific
AfricaLatin America and CaribbeanSC&PEliminate
inter-
segment
sales
Total
operating
segments
Corporate
and other
Total
£ million£ million£ million£ million£ million£ million£ million£ million£ million£ million
2021
Sales5,803 4,795 5,146 2,020 1,369 1,537 (1,537)19,133 20 19,153 
Net sales
At budgeted exchange rates(1)
5,527 2,579 2,561 1,541 1,176 1,627 (1,548)13,463 20 13,483 
Acquisitions and disposals28 — — — — 35 — 35 
SC&P allocation45 13 (79)— — — — 
Retranslation to actual exchange rates(355)(68)(82)(137)(143)(11)11 (785)— (785)
Net sales5,209 2,558 2,488 1,412 1,046 1,537 (1,537)12,713 20 12,733 
Operating profit/(loss)
At budgeted exchange rates(1)
2,469 728 628 228 422 (97)— 4,378 (218)4,160 
Acquisitions and disposals(18)(3)— — — — — (21)— (21)
SC&P allocation(30)(32)(5)(3)(27)97 — — — — 
Fair value remeasurement of contingent considerations, equity option and earn out arrangements(9)(27)— — — — — (36)— (36)
Retranslation to actual exchange rates(175)(31)(15)(54)(92)— — (367)10 (357)
Operating profit/(loss) before exceptional items2,237 635 608 171 303 — — 3,954 (208)3,746 
Exceptional items— (15)— — — — — (15)— (15)
Operating profit/(loss)2,237 620 608 171 303 — — 3,939 (208)3,731 
Non-operating items14 
Net finance charges(373)
Share of after tax results of associates and joint ventures
Moët Hennessy335 
Other(1)
Profit before taxation3,706 
North AmericaEuropeAsia
Pacific
Latin America and CaribbeanAfricaSC&PEliminate
inter-
segment
sales
Total
operating
segments
Corporate
and other
Total
£ million£ million£ million£ million£ million£ million£ million£ million£ million£ million
2022
Sales6,682 5,740 5,624 1,945 2,403 2,010 (2,010)22,394 54 22,448 
Net sales
At budgeted exchange rates(1)
5,955 3,258 2,879 1,486 1,699 2,095 (2,016)15,356 55 15,411 
Acquisitions and disposals34 23 — 15 — — 75 — 75 
SC&P allocation46 12 (79)— — — — 
Retranslation to actual exchange rates97 (304)(4)24 (35)(6)(222)(1)(223)
Hyperinflation— 189 — — — — — 189 — 189 
Net sales6,095 3,212 2,884 1,525 1,682 2,010 (2,010)15,398 54 15,452 
Operating profit/(loss)
At budgeted exchange rates(1)
2,388 1,086 703 528 346 (22)— 5,029 (256)4,773 
Acquisitions and disposals(28)11 — — (10)— — (27)— (27)
SC&P allocation(1)(18)(2)— (1)22 — — — — 
Fair value remeasurements32 36 — (8)— — — 60 — 60 
Retranslation to actual exchange rates63 (108)10 18 (20)— — (37)18 (19)
Hyperinflation— 10 — — — — — 10 — 10 
Operating profit/(loss) before exceptional items2,454 1,017 711 538 315 — — 5,035 (238)4,797 
Exceptional operating items(1)(146)(241)— — — — (388)— (388)
Operating profit/(loss)2,453 871 470 538 315 — — 4,647 (238)4,409 
Non-operating items(17)
Net finance charges(422)
Share of after tax results of associates and joint ventures417 
Profit before taxation4,387 
228216

Financial statements (continued)
North AmericaEuropeAsia
Pacific
AfricaLatin America and CaribbeanSC&PEliminate
inter-
segment
sales
Total
operating
segments
Corporate
and other
Total
£ million£ million£ million£ million£ million£ million£ million£ million£ million£ million
2020
Sales5,222 4,697 4,645 1,911 1,184 1,343 (1,343)17,659 38 17,697 
Net sales
At budgeted exchange rates(1)
4,445 2,501 2,253 1,300 944 1,439 (1,341)11,541 38 11,579 
Acquisitions and disposals32 10 50 — — — 93 — 93 
SC&P allocation11 60 12 10 (98)— (1)— 
Retranslation to actual exchange rates135 (4)(8)(46)(2)81 (1)80 
Net sales4,623 2,567 2,270 1,346 908 1,343 (1,343)11,714 38 11,752 
Operating profit/(loss)
At budgeted exchange rates(1)
2,007 730 498 116 254 45 — 3,650 (152)3,498 
Acquisitions and disposals(1)(4)— — — — — (5)— (5)
SC&P allocation26 (45)— — — — 
Fair value remeasurement of contingent consideration(10)(4)— — — — (7)— (7)
Fair value remeasurement of biological assets— — — — — — — 
Retranslation to actual exchange rates32 (3)(17)(27)— — (6)(1)
Operating profit/(loss) before exceptional items2,034 757 501 101 248 — — 3,641 (147)3,494 
Exceptional items54 (62)(1,198)(145)(6)— — (1,357)— (1,357)
Operating profit/(loss)2,088 695 (697)(44)242 — — 2,284 (147)2,137 
Non-operating items(23)
Net finance charges(353)
Share of after tax results of associates and joint ventures
Moët Hennessy285 
Other(3)
Profit before taxation2,043 
North AmericaEuropeAsia
Pacific
Latin America and CaribbeanAfricaSC&PEliminate
inter-
segment
sales
Total
operating
segments
Corporate
and other
Total
£ million£ million£ million£ million£ million£ million£ million£ million£ million£ million
2021
Sales5,803 4,795 5,146 1,369 2,020 1,537 (1,537)19,133 20 19,153 
Net sales
At budgeted exchange rates(1)
5,527 2,579 2,561 1,176 1,541 1,627 (1,548)13,463 20 13,483 
Acquisitions and disposals28 — — — — 35 — 35 
SC&P allocation45 13 (79)— — — — 
Retranslation to actual exchange rates(355)(68)(82)(143)(137)(11)11 (785)— (785)
Net sales5,209 2,558 2,488 1,046 1,412 1,537 (1,537)12,713 20 12,733 
Operating profit/(loss)
At budgeted exchange rates(1)
2,469 728 628 422 228 (97)— 4,378 (218)4,160 
Acquisitions and disposals(18)(3)— — — — — (21)— (21)
SC&P allocation(30)(32)(5)(27)(3)97 — — — — 
Fair value remeasurement of contingent consideration(9)(27)— — — — — (36)— (36)
Retranslation to actual exchange rates(175)(31)(15)(92)(54)— — (367)10 (357)
Operating profit/(loss) before exceptional items2,237 635 608 303 171 — — 3,954 (208)3,746 
Exceptional operating items— (15)— — — — — (15)— (15)
Operating profit/(loss)2,237 620 608 303 171 — — 3,939 (208)3,731 
Non-operating items14 
Net finance charges(373)
Share of after tax results of associates and joint ventures334 
Profit before taxation3,706 
(1)    These items represent the IFRS 8 performance measures for the geographical and SC&P segments.
(i)    The net sales figures for SC&P reported to the Executive Committee primarily comprise inter-segment sales and these are eliminated in a separate column in the above segmental analysis. Apart from sales by the SC&P segment to the other operating segments, inter-segmental sales are not material.
(ii)    The group’sgroup’s net finance charges are managed centrally and are not attributable to individual operating segments.
(iii)    Approximately 37%Approximately 38% of annual net sales occurred in the last four months of calendar year 2021.2022.


(b) Other segmental information
 North
America
£ million
Europe
£ million
Asia
Pacific
£ million
Latin
America
and
Caribbean
£ million
Africa
£ million
SC&P
£ million
Corporate
and other
£ million
Total
£ million
2023
Purchase of property, plant and equipment and computer software197 209 166 121 126 356 5 1,180 
Depreciation and intangible asset amortisation(95)(98)(61)(18)(80)(134)(10)(496)
Exceptional impairment of tangible assets(52)2 (22)    (72)
Exceptional impairment of intangible assets(29)(25)(444)    (498)
2022
Purchase of property, plant and equipment and computer software230 187 146 128 139 256 11 1,097 
Depreciation and intangible asset amortisation(80)(93)(93)(16)(81)(116)(10)(489)
Exceptional impairment of tangible assets— (3)— — — — — (3)
Exceptional impairment of intangible assets— (96)(240)— — — — (336)
2021
Purchase of property, plant and equipment and computer software153 23 56 20 125 125 124 626 
Depreciation and intangible asset amortisation(76)(31)(60)(16)(79)(126)(59)(447)
229
217

Financial statements (continued)
(b) Other segmental information
 North
America
£ million
Europe
£ million
Asia
Pacific
£ million
Africa
£ million
Latin
America
and
Caribbean
£ million
SC&P
£ million
Corporate
and other
£ million
Total
£ million
2022
Capital expenditure230 187 146 139 128 256 11 1,097 
Depreciation and intangible asset amortisation(80)(93)(93)(81)(16)(116)(10)(489)
Exceptional impairment of tangible assets (3)     (3)
Exceptional impairment of intangible assets (96)(240)    (336)
2021
Capital expenditure153 23 56 125 20 125 124 626 
Depreciation and intangible asset amortisation(76)(31)(60)(79)(16)(126)(59)(447)
2020
Capital expenditure145 24 59 128 48 191 105 700 
Depreciation and intangible asset amortisation(68)(37)(59)(103)(21)(119)(73)(480)
Underlying impairment— (7)— — (7)— — (14)
Exceptional impairment of tangible assets— — (1)(139)— — — (140)
Exceptional impairment of intangible assets— — (1,205)— — — — (1,205)
(c) Category and geographical analysis
 Category analysisGeographic analysis
 Spirits
£ million
Beer
£ million
Ready to
drink
£ million
Other
£ million
Total
£ million
United
States
£ million
India
£ million
Great
Britain
£ million
Nether-
lands
£ million
Rest of
World
£ million
Total
£ million
2022
Sales(1)
18,164 3,128 882 274 22,448 6,327 3,219 2,142 89 10,671 22,448 
Non-current assets(2), (3)
5,899 2,396 2,413 2,600 8,261 21,569 
2021
Sales(1)
15,634 2,562 741 216 19,153 5,441 3,011 1,822 70 8,809 19,153 
Non-current assets(2), (3)
4,320 2,561 2,119 2,474 7,589 19,063 
2020
Sales(1)
14,158 2,687 621 231 17,697 4,839 2,783 1,684 62 8,329 17,697 
Non-current assets(2), (3)
5,028 2,758 1,911 2,661 7,563 19,921 
 Category analysisGeographic analysis
 Spirits
£ million
Beer
£ million
Ready to
drink
£ million
Other
£ million
Total
£ million
United
States
£ million
India
£ million
Great
Britain
£ million
Rest of
World
£ million
Total
£ million
2023
Sales(1)
19,004 3,355 899 257 23,515 6,972 2,751 2,138 11,654 23,515 
Non-current assets(2), (3)
5,816 1,798 2,909 11,204 21,727 
2022
Sales(1)
18,164 3,128 882 274 22,448 6,327 3,219 2,142 10,760 22,448 
Non-current assets(2), (3)
5,899 2,396 2,413 10,861 21,569 
2021
Sales(1)
15,634 2,562 741 216 19,153 5,441 3,011 1,822 8,879 19,153 
Non-current assets(2), (3)
4,320 2,561 2,119 10,063 19,063 
(1)    The geographical analysis of sales is based on the location of third-party sales.customers.
(2)    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.
(3)    The management information provided to the chief operating decision makerdecision-maker does not include an analysis of assets and liabilities by category and therefore is not disclosed.


230

Financial statements (continued)
3. Operating costs
2022
£ million
2021 £ million2020 £ million
Excise duties6,996 6,420 5,945 
Cost of sales5,973 5,038 4,654 
Marketing2,721 2,163 1,841 
Other operating items2,349 1,801 3,120 

18,039 15,422 15,560 
Comprising:
Excise duties
United States614 589 585 
Great Britain1,172 1,018 930 
India2,182 2,127 1,927 
Other3,028 2,686 2,503 
Increase in inventories(909)(293)(275)
Raw materials and consumables4,017 3,126 2,842 
Marketing2,721 2,163 1,841 
Other external charges2,597 1,978 2,044 
Staff costs1,795 1,586 1,404 
Depreciation, amortisation and impairment828 447 1,839 
Gains on disposal of properties(2)(1)(2)
Net foreign exchange losses10 22 15 
Other operating income(14)(26)(93)
18,039 15,422 15,560 
2023
£ million
2022 £ million2021 £ million
Excise duties6,402 6,996 6,420 
Cost of sales6,899 5,973 5,038 
Marketing3,051 2,721 2,163 
Other operating items2,531 2,349 1,801 

18,883 18,039 15,422 
Comprising:
Excise duties
India1,625 2,182 2,127 
Great Britain1,095 1,172 1,018 
United States687 614 589 
Other2,995 3,028 2,686 
Increase in inventories(513)(909)(293)
Raw materials and consumables4,328 4,017 3,126 
Marketing3,051 2,721 2,163 
Other external charges2,747 2,597 1,978 
Staff costs1,830 1,795 1,586 
Depreciation, amortisation and impairment1,066 828 447 
Gains on disposal of properties(4)(2)(1)
Net foreign exchange losses10 10 22 
Other operating income(34)(14)(26)
18,883 18,039 15,422 

(a) Other external charges
Other external charges include research and development expenditure in respect of new drinks products and package design of £53 million (2022 – £43 million (2021million; 2021 – £40 million; 2020 – £34 million) and maintenance and repairs of £143 million (2022 – £136 million (2021million; 2021 – £107 million; 2020 – £105 million).

218

Financial statements (continued)
(b) Auditors fees
Other external charges include the fees of the principal auditors of the group, PricewaterhouseCoopers LLP and its affiliates (PwC) and are analysed below.
 2022
£ million
2021
£ million
2020
£ million
Audit of these financial statements4.2 3.8 5.3 
Audit of financial statements of subsidiaries6.1 4.4 3.6 
Audit related assurance services(1)
2.5 2.6 2.4 
Total audit fees (Audit fees)12.8 10.8 11.3 
Other assurance services (Audit related fees)(2)
0.7 0.8 0.8 
13.5 11.6 12.1 
 2023
£ million
2022
£ million
2021
£ million
Audit of these financial statements5.2 4.2 3.8 
Audit of financial statements of subsidiaries5.7 6.1 4.4 
Audit related assurance services(1)
2.7 2.5 2.6 
Total audit fees (Audit fees)13.6 12.8 10.8 
Other assurance services (Audit related fees)(2)
1.2 0.7 0.8 
14.8 13.5 11.6 
(1)    Audit related assurance services are in respect of reporting under section 404 of the US Sarbanes-Oxley Act and the review of the interim financial information.
(2)    Other assurance services comprise the aggregate fees for assurance and related services that are not reported under ‘total audit fees’.
(i)     Disclosure requirements for auditors 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 and the United States apart from £0.3 million (2021 – £0.4 million; 2020 – £0.4 million) of the cost in respect 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 provided by firms other than PwC for the year ended 30 June 20222023 were £0.1 million (2021(2022 – £0.1 million; 20202021 – £0.1 million). Further PwC fees for audit services in respect of post employment plans were £0.2£0.3 million for the year ended 30 June 2022 (20212023 (2022 – £0.2 million; 20202021£0.3£0.2 million).

231

Financial statements (continued)
(c) Staff costs and average number of employees
 2022
£ million
2021
£ million
2020
£ million
Aggregate remuneration
Wages and salaries1,557 1,336 1,251 
Share-based incentive plans59 50 
Employer’s social security107 83 79 
Employer’s pension
Defined benefit plans36 82 37 
Defined contribution plans33 25 24 
Other post employment plans3 10 10 
1,795 1,586 1,404 
 2023
£ million
2022
£ million
2021
£ million
Aggregate remuneration
Wages and salaries1,548 1,557 1,336 
Share-based incentive plans48 59 50 
Employer’s social security115 107 83 
Employer’s pension
Defined benefit plans67 36 82 
Defined contribution plans44 33 25 
Other post employment plans10 
1,830 1,795 1,586 

The average number of employees on a full timefull-time equivalent basis (excluding employees of associates and joint ventures) was as follows:
 2022
2021 (Restated)(i)
2020 (Restated)(i)
North America2,811 2,562 2,459 
Europe3,014 3,237 3,323 
Asia Pacific6,500 6,474 6,559 
Africa4,061 4,016 4,617 
Latin America and Caribbean1,500 1,505 1,549 
SC&P5,025 5,085 4,908 
Corporate and other5,076 4,687 4,940 
27,987 27,566 28,355 
(1)    The impact of acquisitions and disposals was changed and now disclosed restated where relevant.
 202320222021
North America2,884 2,811 2,562 
Europe2,789 3,014 3,237 
Asia Pacific6,856 6,500 6,474 
Latin America and Caribbean1,495 1,500 1,505 
Africa3,526 4,061 4,016 
SC&P6,934 5,025 5,085 
Corporate and other5,753 5,076 4,687 
30,237 27,987 27,566 

At 30 June 20222023 on a full-time equivalent basis, the group had on a full time equivalent basis, 28,55830,269 (2022 – 28,558; 2021 – 27,783; 2020 – 27,788)27,783) employees. The average number of employees of the group, including part timepart-time employees, for the year was 28,137(30,419 (2022 – 28,137; 2021 – 28,025; 2020 – 28,490)28,025).

219

Financial statements (continued)
(d) Exceptional operating items
Included in otherthe table above are exceptional operating items are the following:as follows:
 
2022
£ million
2021
£ million
2020
£ million
Staff costs
Guaranteed minimum pension equalisation charge — 
Other external charges52 13 95 
Other operating income (3)(83)
Depreciation, amortisation and impairment
Brand, goodwill, tangible and other assets impairment336 — 1,345 
Total exceptional operating items (note 4)388 15 1,357 
 
2023
£ million
2022
£ million
2021
£ million
Depreciation, amortisation and impairment
Brand and goodwill impairment498 336 — 
Tangible asset impairment and accelerated depreciation72 — — 
Staff costs10 — 
Other external charges60 52 13 
Other operating income(18)— (3)
Total exceptional operating items (note 4)622 388 15 
Cost of sales67  — 
Other operating expenses555 388 15 

4. Exceptional items

Accounting policies
Critical accounting judgements Exceptional items are those that in management’s judgement need to be disclosed separately. Such items are included within the income statement caption to which they relate. It is believedManagement believes that separate disclosure of exceptional items and the classification between operating and non-operating further helps investors to understand the performance of the group.
Changes in estimates and reversals in relation to items previously recognised as exceptional are presented consistently as exceptional in the current year.
Operating items Exceptional operating items are those that are considered to be material and unusual or non-recurring in nature and are part of the operating activities of the group, such as one-off global restructuring programmes which can be multi-year, impairment of intangible assets and fixed assets, indirect tax settlements, property disposals and changes in post employment plans.
232

Financial statements (continued)
Non-operating items Gains and losses on the sale or directly attributable to a prospective sale of businesses, brands or distribution rights, step up gains and losses that arise when an investment becomes an associate or an associate becomes a subsidiary and other material, unusual non-recurring items, that are not in respect of the production, marketing and distribution of premium drinks, are disclosed as exceptional non-operating exceptional items below operating profit in the consolidated income statement.
Taxation items Exceptional current and deferred tax items comprisingcomprise material and unusual or non-recurring items that impact taxation. Examples include direct tax provisions and settlements in respect of prior years and the remeasurement of deferred tax assets and liabilities following tax rate changes.

 
2022
£ million
2021
£ million
2020
£ million
Exceptional operating items
Brand, goodwill, tangible and other assets impairment (a)(336)— (1,345)
Winding down Russian operations (b)(50)— — 
Donations (c)(2)(5)(89)
Ongoing litigation in Turkey (d) (15)— 
Guaranteed minimum pension equalisation (e) (5)— 
Obsolete inventories (f) (30)
Substitution drawback (g) 83 
Indirect tax in Korea (h) — 24 
(388)(15)(1,357)
Non-operating items
Sale of businesses and brands
Meta Abo Brewery (i)(95)— — 
Windsor business (j)(19)— — 
Picon brand (k)91 — — 
United National Breweries (l)6 10 (32)
USL businesses (m) — 
Portfolio of 19 brands (n) 
Loss on disposal of associate (o) — (1)
Step acquisitions (p) — 
(17)14 (23)
Exceptional items before taxation(405)(1)(1,380)
Items included in taxation (note 7 (b))
31 (84)154 
Total exceptional items(374)(85)(1,226)
Attributable to:
Equity shareholders of the parent company(271)(86)(1,157)
Non-controlling interests(103)(69)
Total exceptional items(374)(85)(1,226)
220

Financial statements (continued)
 2023
£ million
2022
£ million
2021
£ million
Exceptional operating items
Brand and goodwill impairment (1)(498)(336)— 
Supply chain agility programme (2)(100)— — 
Distribution termination fee (3)(44)— — 
Winding down Russian operations (4)20 (50)— 
Other exceptional operating items (5) (2)(15)
(622)(388)(15)
Non-operating items
Sale of businesses and brands
Guinness Cameroun S.A. (6)310 — — 
Archers brand (7)20 — — 
USL Popular brands (8)4 — — 
USL businesses (9)1 — 
Tyku brand (10)(3)— — 
Picon brand (11) 91 — 
Meta Abo Brewery (12) (95)— 
Windsor business (13) (19)— 
Step acquisition - Mr Black (14)(8)— — 
Other non-operating exceptional items (15)4 11 
328 (17)14 
Exceptional items before taxation(294)(405)(1)
Tax on exceptional items (note 7 (b))186 31 (84)
Total exceptional items(108)(374)(85)
Attributable to:
Equity shareholders of the parent company33 (271)(86)
Non-controlling interests(141)(103)
Total exceptional items(108)(374)(85)

(a) (1) In the year ended 30 June 2023, an impairment charge of £498 million was recognised in exceptional operating items mainly driven by the McDowell's brand in India.
In the year ended 30 June 2022, an impairment charge of £336 million was recognised in exceptional operating items in respect of the McDowell's No.1 brand (£240 million), the Bell's brand (£77 million) and Smirnovgoodwill related goodwillto Smirnov (£19 million).
In the year ended 30 June 2020, an impairment charge of £1,345 million was recognised in exceptional operating items, comprising of £655 million in respect of the India cash-generating unit containing the India goodwill, £116 million in respect of the USL popular brands category (Old Tavern brand £78 million and Bagpiper brand £38 million) and £1 million in respect of fixed assets in India; £434 million in respect of the Windsor Premier brand; £84 million in respect of property, plant and equipment in Nigeria; and £55 million in respect of property, plant and equipment in Ethiopia.
For further information, see note 9 (d).

(b)(2) In March 2022,the year ended 30 June 2023, an exceptional charge of £100 million was accounted for in respect of the supply chain agility programme announced in July 2022. With this five-year spanning programme, Diageo expects to strengthen its supply chain, improve its resilience and agility, drive efficiencies, deliver additional productivity savings and make its supply operations more sustainable. Total implementation cost of the programme is expected to be up to £500 million over the five-year period, which will comprise non-cash items and one-off expenses, the majority of which are expected to be recognised as exceptional operating items. The exceptional charge for the year ended 30 June 2023 was primarily in respect of accelerated depreciation, being additional depreciation of assets in the period directly attributable to the programme, and impairment of property, plant and equipment in respect of North America and India. Restructuring cash expenditure was £12 million in the year ended 30 June 2023.

(3) In the year ended 30 June 2023, Diageo agreed with one of its distributors in Africa to terminate the distribution license of one of its spirits brands, in respect of which a decisionprovision of £44 million was provided for and was recognised as an operating exceptional charge. No payment was made in the period.

(4) In the year ended 30 June 2023, Diageo released unutilised provisions of £20 million from the £50 million exceptional charge taken to suspend exporting to and selling in Russia and on 28the year ended 30 June 2022, Diageo decided that it would windin respect of winding down its operations in Russia over the following six months. Losses of £50 million directly attributable to the wind down primarily include provisions for onerous contracts (£14 million) and redundancies (£13 million). Total impact of winding downRussia.

233221

Financial statements (continued)
operations in Russia(5) Other exceptional operating items include subsequent gains and charges of items that were originally recognised as exceptional at inception. In the year ended 30 June 2022, other exceptional operating items resulted in a loss of £146£2 million including impairmentdriven by the reinvestment of the Bell’s brand (£77 million), Smirnov related goodwill (£19 million), and directly attributable items.
(c) An exceptional charge of $3 million (£2 million) (2021 – £5 million) was recognised as part of the 'Raising the Bar' programme, in addition to the commitment of $100 million (£81 million) announced in the year ended 30 June 2020. The additional charge represents the re-investment of corporate tax benefit in the fund in certain markets, where a corporate tax deduction is available, and was recognised as an exceptional operating item, consistent with the initial commitment. Diageo also provided other forms of support to help our communities and the industry, which amounted to £8 million in the year ended 30 June 2020.
(d)benefits. In the year ended 30 June 2021, an additional provisionother exceptional operating items were a loss of £15£15 million was recorded as an exceptional item in respect mainly driven by the charge of the ongoing litigation in Turkey, bringingTurkey.

(6) On 26 May 2023, Diageo announced the provision’s balance to £23 million following a settlementcompletion of £1 million during that year.
(e) On 20 November 2020, the High Courtsale of Justice of England and Wales issued a ruling that requires pension schemes to equalise pension benefits for men and women for the calculation of their guaranteed minimum pension liability (GMP) on historic transfers out, which resultedits wholly owned subsidiary in an additional liability of £5 million in the year ended 30 June 2021. The corresponding expense was recognised as an exceptional operating item consistently with the charge in relationCameroon, Guinness Cameroun S.A., to the initial GMP ruling.
(f) In the year ended 30 June 2021,Castel Group for an inventory provisionaggregate consideration of £7£384 million (2020 - a charge of £30 million) was released in respect of obsolete inventories that had earlier been expected to be returned and destroyed as a direct consequence of the Covid-19 pandemic, resulting in an exceptional gain. The provision release was recognised as an exceptional operating item consistently with the original charge in the year ended 30 June 2020.
(g) In the year ended 30 June 2021, an additional gain of $4£310 million,(£3 million) was recognised in exceptional operating items for excess receipts in respect of substitution drawback claims that had been filed and were to be filed with the US Government in relation to prior years. The changes in estimates were recognised as an exceptional operating item consistently with the initial income of £83 million in the year ended 30 June 2020.
(h) An assessment was issued by the Korea Tax Authority in the year ended 30 June 2020 that resulted in the reversal of the prior year's provision including cumulative translation gain in the amount of £24 million.£17 million recycled to the income statement.
(i)
(7) On 25 April26 October 2022, Diageo completed the sale of its Ethiopian subsidiary, Meta Abo Brewery Share Company. AArchers brand. The transaction resulted in an exceptional gain of £20 million.

(8) On 30 September 2022, Diageo announced the completion of the sale of the Popular brands of its United Spirits Limited (USL) business. The transaction resulted in an exceptional gain of £4 million.

(9) Certain subsidiaries of USL were sold in the year ended 30 June 2023. The sale of these subsidiaries resulted in an exceptional gain of £1 million (2022 – nil; 2021 – £3 million).

(10) In the year ended 30 June 2023, Diageo sold its Tyku brand. The transaction resulted in an exceptional loss of £95£3 million.

(11) In May 2022, Diageo sold its Picon brand. The sale resulted in an exceptional non-operating gain of £91 million, net of disposal costs.

(12) In the year ended 30 June 2022, a loss of £95 million was recognised as a non-operating item attributable to the sale including cumulative translation lossesof Meta Abo Brewery Share Company in the amount of £63 million recycled to the income statement.Ethiopia.
(j)
(13) On 25 March 2022, Diageo agreed to the sale of its Windsor business in Korea. At 30 June 2022, assets and liabilities attributable to Windsor business were classified as held for sale and were measured at the lower of their cost and fair value less cost of disposal. In the year ended 30 June 2022, a loss of £19 million was recognised as a non-operating item, mainly in relation to transaction and other costs directly attributable to the prospective sale of the business. At 30 June 2022, cumulative translation gains recognised in exchange reserves were £141 million which will be recycled to the income statement on completion of the transaction, in the year ending 30 June 2023.
(k) On 10 May 2022, Diageo sold its Picon brand. The sale resulted in an exceptional non-operating gain of £91 million, net of disposal costs. Disposal costs relating to the transaction amounted to £9 million.
(l) In the year ended 30 June 2022, ZAR 133 million (£6 million) of deferred considerationconditional agreement was paid to Diageo in respect of the sale of United National Breweries, the full amount of which represented a non-operating gain (2021 – a gain of £10 million; 2020 - a loss of £32 million).
(m) Certain subsidiaries of United Spirits Limited (USL) were soldterminated in the year ended 30 June 2021. The sale2023 as the buyer was unable to meet certain conditions to completion.

(14) On 29 September 2022, the group acquired the part of these subsidiaries resultedthe entire issued share capital of Mr Black Spirits Pty Ltd, owner of Mr Black, the Australian premium cold brew coffee liqueur, that it did not already own. As a result of Mr Black becoming a subsidiary of the group in an exceptional gain of £3 million.
(n) In the year ended 30 June 2021, the group reversed £1 million (2020 - £2 million) from provisions in relation to the sale of2023, a portfolio of 19 brands to Sazerac on 20 December 2018.
(o) In the year ended 30 June 2020, the disposal of an associate, Equal Parts, LLC resulted in an exceptional loss of £1 million.
(p) In the year ended 30 June 2020, Diageo completed the acquisition of Seedlip and Anna Seed 83 and acquired controlling interests in certain Distill Ventures entities. As a result of these entities becoming subsidiaries of the group, a gain of £8 million arose, being the difference between the book value of the associatesassociate prior to the transaction and theirits fair value.value plus transaction costs.

(15) Other exceptional non-operating items include subsequent gains and charges of items that were originally recognised as exceptional at inception. In the year ended 30 June 2023, other exceptional non-operating items resulted in a net gain of £4 million (2022 – £6 million; 2021 – £11 million), mainly driven by the deferred consideration received in respect of the sale of United National Breweries.
For further information on acquisition and sale of businesses and brands, see notenotes 8 (a) and 8 (b).

234
222

Financial statements (continued)

Cash payments and receipts included in net cash inflow from operating activities in respect of exceptional items were as follows:
2022
£ million
2021
£ million
2020
£ million
Donations(37)(50)(7)
Thalidomide (note 15 (d) (i))(16)(15)(17)
Winding down Russian operations(13)— — 
Indirect tax in Korea (10)— 
Ongoing litigation in Turkey (1)— 
Substitution drawback 60 26 
French tax audit — (88)
Total cash payments(66)(16)(86)
2023
£ million
2022
£ million
2021
£ million
Thalidomide (note 15 (d) (i))(14)(16)(15)
Winding down Russian operations(13)(13)— 
Supply chain agility programme(12)— — 
Donations (37)(50)
Indirect tax in Korea — (10)
Ongoing litigation in Turkey — (1)
Substitution drawback — 60 
Total cash payments(39)(66)(16)




5. Finance income and charges

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 a qualifying asset, being an asset that necessarily takes a substantial period of time to get ready for its intended use or sale, are added to the cost of that asset. Borrowing costs which are not capitalised are recognised in the income statement based onusing the effective interest method. All other 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.
The impact of derivatives, excluding cash flow hedges that are in respect of commodity price risk management or those that are used to hedge the currency risk of highly probable future currency cash flows, is included in interest income or interest charge.
235223

Financial statements (continued)
2022
£ million
2021
£ million
2020
£ million
Interest income127 119 192 
Fair value gain on financial instruments341 124 123 
Total interest income(1)
468 243 315 
Interest charge on bank loans, bonds and overdrafts(371)(365)(390)
Interest charge on leases(12)(16)(15)
Interest charge on other borrowings(92)(84)(120)
Fair value loss on financial instruments(346)(126)(123)
Total interest charges(1)
(821)(591)(648)
Net interest charges(353)(348)(333)
Net finance income in respect of post employment plans in surplus (note 14)22 18 26 
Hyperinflation adjustment in respect of Venezuela (note 1)1 
Interest income in respect of direct and indirect tax2 15 16 
Unwinding of discounts4 — — 
Other finance income — 
Total other finance income29 35 51 
Net finance charge in respect of post employment plans in deficit (note 14)(12)(13)(17)
Hyperinflation adjustment and foreign exchange revaluation of monetary items in respect of Lebanon (note 1)(3)(8)— 
Unwinding of discounts(11)(20)(24)
Interest charge in respect of direct and indirect tax(16)(11)(22)
Change in financial liability (Level 3)(20)(7)(6)
Hyperinflation adjustment in respect of Turkey (note 1)(34)— — 
Guarantee fees(1)(1)(1)
Other finance charges(1)— (1)
Total other finance charges(98)(60)(71)
Net other finance charges(69)(25)(20)
2023
£ million
2022
£ million
2021
£ million
Interest income160 127 119 
Fair value gain on financial instruments103 341 124 
Total interest income(1)
263 468 243 
Interest charge on bank loans, bonds and overdrafts(470)(371)(365)
Interest charge on leases(15)(12)(16)
Interest charge on other borrowings(271)(92)(84)
Fair value loss on financial instruments(102)(346)(126)
Total interest charges(1)
(858)(821)(591)
Net interest charges(595)(353)(348)
Net finance income in respect of post employment plans in surplus (note 14)59 22 18 
Hyperinflation adjustment in respect of Turkey (note 1 (f))10 — — 
Hyperinflation adjustment in respect of Venezuela (note 1 (f)) 
Interest income in respect of direct and indirect tax8 15 
Unwinding of discounts — 
Total other finance income77 29 35 
Net finance charge in respect of post employment plans in deficit (note 14)(15)(12)(13)
Hyperinflation adjustment in respect of Turkey (note 1 (f)) (34)— 
Hyperinflation adjustment in respect of Venezuela (note 1 (f))(2)— — 
Hyperinflation adjustment and foreign exchange revaluation of monetary items in respect of Lebanon (note 1 (f)) (3)(8)
Unwinding of discounts(13)(11)(20)
Interest charge in respect of direct and indirect tax(25)(16)(11)
Change in financial liability (Level 3)(8)(20)(7)
Guarantee fees(1)(1)(1)
Other finance charges(12)(1)— 
Total other finance charges(76)(98)(60)
Net other finance income/(charges)1 (69)(25)
(1)    Includes £27£81 million interest income and £(417)£(522) million interest charge in respect of financial assets and liabilities that are not measured at fair value through income statement (2021(2022 – £27 million income and £(417) million charge; 2021 – £28 million income and £(429) million charge; 2020 – £46 million income and £(471) million charge).


236224

Financial statements (continued)
6. Investments in associates and joint ventures

Accounting policies
An associate is an undertaking in which the group has a long-term equity interest and over which it has the power to exercise significant influence. A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the arrangement. The group’s interest in the net assets of associates and joint ventures is reported in investments in the consolidated balance sheet and its interest in their results (net of tax) is included in the consolidated income statement below the group’s operating profit. Associates and joint ventures are initially recorded at cost including transaction costs. Investments in associates and joint ventures are reviewed for impairment whenever events or circumstances indicate that the carrying amount may not be recoverable. The impairment review compares the net carrying value with the recoverable amount, where the recoverable amount is the higher of the value in use calculated as the present value of the group’s share of the associate’s future cash flows and its fair value less costs of disposal.

Diageo’s principal associate is Moët Hennessy of which Diageo owns 34%. Moët Hennessy is the wines and spirits subsidiarydivision of LVMH Moët Hennessy Louis Vuitton SA (LVMH). LVMH is based in France and is listed on the Paris Stock Exchange. Moët Hennessy is also based in France and is a producer and exporter of champagne and cognac brands.
A number of joint distribution arrangements have been established with LVMH in Asia Pacific and France, principally covering distribution of Diageo’s Scotch whisky and gin premium brands and Moët Hennessy’s champagne and cognac premium brands. Diageo and LVMH have each undertaken not to engage in any champagne or cognac activities competing with those of Moët Hennessy. The arrangements also contain certain provisions for the protection of Diageo as a non-controlling shareholder in Moët Hennessy.

(a) An analysis of the movement in the group’s investments in associates and joint ventures is as follows:
 Moët
Hennessy
£ million
Others
£ million
Total
£ million
Cost less provisions
At 30 June 20203,395 162 3,557 
Exchange differences(228)(12)(240)
Additions— 38 38 
Share of profit/(loss) after tax335 (1)334 
Dividends(289)(1)(290)
Share of movements in other comprehensive income and equity(85)— (85)
Transfer— 
Impairment charged during the year— (8)(8)
At 30 June 20213,128 180 3,308 
Exchange differences48 12 60 
Additions 65 65 
Share of profit/(loss) after tax425 (8)417 
Dividends(186)(4)(190)
Share of movements in other comprehensive income and equity(6) (6)
Impairment charged during the year (2)(2)
At 30 June 20223,409 243 3,652 
 Moët
Hennessy
£ million
Others
£ million
Total
£ million
Cost less provisions
At 30 June 20213,128 180 3,308 
Exchange differences48 12 60 
Additions— 65 65 
Share of profit/(loss) after tax425 (8)417 
Dividends(186)(4)(190)
Share of movements in other comprehensive income and equity(6)— (6)
Impairment charged during the year (2)(2)
At 30 June 20223,409 243 3,652 
Exchange differences(51)(8)(59)
Additions 93 93 
Share of profit/(loss) after tax379 (9)370 
Step acquisition (17)(17)
Dividends(214)(5)(219)
Share of movements in other comprehensive income and equity36  36 
Transfer 1 1 
Impairment charged during the year (28)(28)
At 30 June 20233,559 270 3,829 
(i)     Investment in associates balance includes loans given to and preference shares invested in associates of £163£168 million (2021(2022£108£163 million).
(ii)    If certain performance targets are met by associates in the Distill Ventures programme, an additional £22£27 million (2021(2022£33£22 million) will be invested in those associates.
225

Financial statements (continued)
(b) Moët Hennessy prepares its financial statements under IFRS as endorsed by the EU in euros to 31 December each year. The results arewere adjusted for alignment towith Diageo accounting policies and are a major part of the Wines & Spirits division of LVMH. The resultswere translated at £1 = €1.18 (2021€1.15 (2022£1£1 = €1.13; 2020€1.18; 2021£1£1 = €1.14)€1.13).
Income statement information for the three years ended 30 June 20222023 and balance sheet information as at 30 June 20222023 and 30 June 20212022 of Moët Hennessy isare as follows:
 2022
£ million
2021
£ million
2020
£ million
Sales5,553 4,819 4,425 
Profit for the year1,250 985 838 
Total comprehensive income1,269 999 765 
 2023
£ million
2022
£ million
2021
£ million
Sales6,003 5,553 4,819 
Profit for the year1,117 1,250 985 
Total comprehensive income1,161 1,269 999 
237

Financial statements (continued)

 2022
£ million
2021
£ million
Non-current assets5,957 5,320 
Current assets8,447 7,800 
Total assets14,404 13,120 
Non-current liabilities(1,791)(1,665)
Current liabilities(2,415)(2,256)
Total liabilities(4,206)(3,921)
Net assets10,198 9,199 
 2023
£ million
2022
£ million
Non-current assets6,774 5,957 
Current assets9,155 8,447 
Total assets15,929 14,404 
Non-current liabilities(2,108)(1,791)
Current liabilities(3,160)(2,415)
Total liabilities(5,268)(4,206)
Net assets10,661 10,198 
(i)    Including acquisition fair value adjustments principally in respect of Moët Hennessy’s brands and translated at £1 = €1.16 (2021€1.17 (2022 – £1 = €1.17)€1.16).

(c) Information on transactions between the group and its associates and joint ventures is disclosed in note 21.
(d) Investments in associates and joint ventures comprise the cost of shares less goodwill written off on acquisitions prior to 1 July 1998 of £1,340£1,384 million (2021(2022£1,254£1,340 million), plus the group’s share of post acquisition reserves of £2,312£2,445 million (2021(2022£2,054£2,312 million).
(e) The associates and joint ventures have not reported any material contingent liabilities in their latest financial statements.

7. Taxation

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 benefitstreatments are not recognised unless it is probable that a tax authority will accept the tax positions are sustainable.treatment. Once considered to be probable, tax benefitstreatments are reviewed each year to assess whether a provision should be taken against full recognition of the benefittreatment on the basis of potential settlement through negotiation and/or litigation.litigation with the relevant tax authorities. Tax provisions are included in current liabilities. Penalties and interest on tax liabilities are included in operating profit and finance charges, respectively.
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.purposes, except for deferred tax provision arising on goodwill from business combinations. The amount of deferred tax reflects the expected recoverable amount and is based on the 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 jurisdictions in which it operates. Management is required to estimate the amount that should be recognised as a tax liability or tax asset in many countries which are subject to tax audits which by their nature are often complex and can take several years to resolve; current tax balances are based on such estimations. Tax provisions are based on management’s judgement and 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 a subsequent period which could have a material impact on the group’s profit for the year.
The evaluation of deferred tax asset recoverability requires estimates to be made regarding the availability of future taxable income. For brands with an indefinite life, management’s primary intention is to recover the book value through a potential sale in the future, and therefore the deferred tax on the brand value is generally recognised using the appropriate country capital gains tax rate. To the extent
226

Financial statements (continued)
brands with an indefinite life have been impaired, management considers this to be an indication of recovery through use and in such a case deferred tax on the brand value is recognised using the appropriate country corporate income tax rate.

238

Financial statements (continued)
(a) Analysis of taxation charge for the year
 United KingdomRest of worldTotal
 2022
£ million
2021
£ million
2020
£ million
2022
£ million
2021
£ million
2020
£ million
2022
£ million
2021
£ million
2020
£ million
Current tax
Current year174 100 108 867 684 589 1,041 784 697 
Adjustments in respect of prior years10 16 28 (25)26 29 (19)
184 101 114 883 712 564 1,067 813 678 
Deferred tax
Origination and reversal of temporary differences 13 24 21 18 (143)21 31 (119)
Changes in tax rates2 46 1 32 39 3 78 45 
Adjustments in respect of prior years — (42)(23)(15)(42)(15)(15)
2 67 30 (20)27 (119)(18)94 (89)
Taxation on profit186 168 144 863 739 445 1,049 907 589 
 United KingdomRest of worldTotal
 2023
£ million
2022
£ million
2021
£ million
2023
£ million
2022
£ million
2021
£ million
2023
£ million
2022
£ million
2021
£ million
Current tax
Current year160 174 100 879 867 684 1,039 1,041 784 
Adjustments in respect of prior years33 10 (39)16 28 (6)26 29 
193 184 101 840 883 712 1,033 1,067 813 
Deferred tax
Origination and reversal of temporary differences25 — 13 (70)21 18 (45)21 31 
Changes in tax rates— 46 11 32 11 78 
Adjustments in respect of prior years6 — (35)(42)(23)(29)(42)(15)
31 67 (94)(20)27 (63)(18)94 
Taxation on profit224 186 168 746 863 739 970 1,049 907 

(b) Exceptional tax (credits)/charges
The taxation charge includes the following exceptional items:
 2022
£ million
2021
£ million
2020
£ million
Brand and tangible asset impairment(1)
(55)— (165)
Sale of Picon brand23 — — 
Winding down Russian operations3 — — 
Donations(2)
(2)(5)— 
Tax rate change in the United Kingdom(3)
 46 — 
Tax rate change in the Netherlands(4)
 42 — 
Obsolete inventories (7)
Substitution drawback 20 
Guaranteed minimum pension equalisation (1)— 
Other items — (2)
(31)84 (154)
 2023
£ million
2022
£ million
2021
£ million
Brand impairment(1)
(124)(55)— 
US guarantee fee claim(2)
(57)— — 
Supply chain agility programme(23)— — 
Distribution termination fee(11)— — 
Disposal of businesses and brands(3)
29 23 — 
Winding down Russian operations — 
Tax rate change in the United Kingdom(4)
 — 46 
Tax rate change in the Netherlands(5)
 — 42 
Other items (2)(4)
(186)(31)84 
(1) In the year ended 30 June 2023, an exceptional tax credit of £124 million was recognised mainly in respect of the impairment of the McDowell's brand. In the year ended 30 June 2022, the exceptional tax credit of £55 million consists of tax impact on the impairment of the McDowell's and Bell's brandbrands for £35 million and £20 million respectively. In the year ended 30 June 2020, the exceptional tax credit of £165 million consisted of tax impact on the impairment of the Windsor and USL brands for £105 million and £25 million, respectively, and exceptional tax credits in respect of fixed assets impairments in Nigeria and Ethiopia of £25 million and £10 million, respectively.
(2) In the year ended 30 June 2020, Diageo launched the “Raising the Bar” programme to support pubs and bars to welcome customers back and recover following the Covid-19 pandemic, including a commitment2023, an exceptional tax credit of $100£57 million (£81 million) over a period of up to two years from 1 July 2020. Due to uncertainty on the precise nature of the spend, it could not be determined whether the amounts were deductible for tax purposes in future periods. As a result, no deferred tax asset was recognised in respect of the provisiondeductibility of fees paid to Diageo plc for guaranteeing externally issued debt of US group entities. Following engagement with the tax authorities, guarantee fees for the periods ended 30 June 2012 to 30 June 2022 are fully deductible.
(3)    In the year ended 30 June 2020. Based on additional information becoming available for re-assessment,2023, the exceptional net tax charge of £29 million mainly comprised of a £2tax charge of £42 million (30 June 2021 – £5 million) exceptionalin respect of the sale of Guinness Cameroun S.A., partly offset by a tax credit was recognised forof £10 million in respect of the sale of certain USL businesses. In the year ended 30 June 2022.2022, a £23 million exceptional tax charge was recognised in respect of the gain on the sale of the Picon brand.
(3)(4) On 24 May 2021, legislation was substantively enacted in the UK to increase the corporate tax rate to 25% with effect from 1 April 2023. As a result of the change, an exceptional tax charge of £46 million was recognised for the year ended 30 June 2021 in relation to the remeasurement of deferred tax assets and liabilities. In addition, there was a one-off charge of £48 million to other comprehensive income and equity, mainly in respect of the remeasurement of the deferred tax liabilities on the post employment assets.
(4)(5) On 15 December 2020, legislation was substantively enacted in the Netherlands to maintain the headline corporate tax rate at 25%, reversing a previously enacted reduction in the corporate tax rate to 21.7% from 2021. As a result of the change, an exceptional tax charge of £42 million was recognised for the year ended 30 June 2021 in relation to the remeasurement of deferred tax liabilities. DuringIn the year ended 30 June 2022, the Dutch Senate enacted an increased tax rate of 25.8%. The remeasurement of deferred tax liabilities was recognised as an underlying tax charge.
239227

Financial statements (continued)

(c) Taxation rate reconciliation and factors that may affect future tax charges
 2022
£ million
2022
%
2021
£ million
2021
%
2020
£ million
2020
%
Profit before taxation4,387 3,706 2,043 
Notional charge at UK corporation tax rate833 19.0 704 19.0 388 19.0 
Elimination of notional tax on share of after tax results of associates and joint ventures(79)(1.8)(63)(1.7)(54)(2.6)
Differences in overseas tax rates161 3.7 128 3.5 53 2.6 
Effect of intra-group financing  — — (13)(0.6)
Non-taxable gain on disposals of businesses  (2)(0.1)— — 
Step-up gain  — — (2)(0.1)
Other tax rate and tax base differences  — — (47)(2.3)
Other items not chargeable(49)(1.1)(52)(1.4)(60)(3.0)
Impairment36 0.8 — — 135 6.6 
Non-deductible losses on disposals of businesses21 0.5 — — 0.3 
Other items not deductible(1)
58 1.3 67 1.8 115 5.6 
Irrecoverable withholding taxes39 0.9 25 0.7 36 1.7 
Movement in provision in respect of uncertain tax positions(2)
42 0.9 — 0.3 
Changes in tax rates(3)
3 0.1 78 2.1 45 2.2 
Adjustments in respect of prior years(4)
(16)(0.4)21 0.6 (19)(0.9)
Taxation on profit1,049 23.9 907 24.5 589 28.8 
Tax rate before exceptional items 22.5 — 22.2 — 21.7 
 2023
£ million
2023
%
2022
£ million
2022
%
2021
£ million
2021
%
Profit before taxation4,736 4,387 3,706 
Notional charge at UK corporation tax rate971 20.5 833 19.0 704 19.0 
Elimination of notional tax on share of after tax results of associates and joint ventures(76)(1.6)(79)(1.8)(63)(1.7)
Differences in overseas tax rates95 2.0 161 3.7 128 3.5 
Disposal of businesses and brands(42)(0.9)21 0.5 (2)(0.1)
Other items not chargeable(63)(1.3)(49)(1.1)(52)(1.4)
Impairment(2) 36 0.8 — — 
Other items not deductible71 1.5 58 1.3 67 1.8 
Irrecoverable withholding taxes38 0.8 39 0.9 25 0.7 
Movement in provision in respect of uncertain tax positions(1)
27 0.6 42 0.9 — 
Changes in tax rates(2)
11 0.2 0.1 78 2.1 
Adjustments in respect of prior years(3)
(60)(1.3)(16)(0.4)21 0.6 
Taxation on profit970 20.5 1,049 23.9 907 24.5 
Tax rate before exceptional items 23.0 — 22.5 — 22.2 
(1) Other items not deductible include additional state and local taxes and other expenses.
(2) Movement in provision in respect of uncertain tax positions includes both current and prior year uncertain tax position movements.
(3)(2)    Changes in tax rates for the year ended 30 June 2021 are mainly due to the tax rate change in the Netherlands and the United Kingdom. Changes in tax rates for the year ended 30 June 2020 are mainly due to the Netherlands, UK, India and Kenya.
(4)(3)    Excludes prior year movement in provisions. Also included an exceptional tax credit of £57 million in respect of the deductibility of fees paid to Diageo plc for guaranteeing externally issued debt of its US group entities.
    
The table above reconciles the notional taxation charge calculated at the UK tax rate, to the actual total tax charge. As a group 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 group’s worldwide business leads to the consideration of a number 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.
Significant ongoing changes in the international tax environment and an increase in global tax audit activity means that tax uncertainties and associated risks have been gradually increasing. In the medium term, these risks could result in an increase in tax liabilities or adjustments to the carrying value of deferred tax assets and liabilities. See note 19 (f).
The group has a number of ongoing tax audits worldwide for which provisions are recognised in line with the relevant accounting standard, taking into account best estimates and management’s judgements concerning the ultimate outcome of the tax audit.audits. For the year ended 30 June 20222023, the ongoing audits that are provided for individually are not expected to result in a material tax liability. The current tax asset of £149£232 million (30 June 20212022£145£149 million) and tax liability of £252£135 million (30 June 20212022£146£252 million) include £156173 million (30 June 20212022£129156 million) of provisions for tax uncertainties.
The cash tax paid forin the year ended 30 June 20222023 amounts to £949£1,201 million (30 June 20212022£852£949 million) and is £100231 million lowerhigher than the current tax charge (30 June 20212022£39£100 million higher)lower). This arises as a result of timing differences between the accrual of income taxes, the movement in the provision for uncertain tax positions and the actual payment of cash.
On 20In December 2021, the OECD released a framework for Pillar Two Model Rules which will introduce a global minimum corporate tax rate of 15% applicable to multinational enterprise groups with global revenue over €750 million. In addition,The legislation implementing the rules in the UK was substantively enacted on 20 July 2022, HM Treasury released draft UK legislation that would commence for accounting periods starting on or after 31 DecemberJune 2023 (i.e.and will apply to Diageo from the financial year ending 30 June 2025 for Diageo).onwards. Diageo is reviewing this draft legislation and also monitoring the status of implementation of the model rules outside of the UK to understand the potential impact on the group.

Diageo has applied the temporary exception under IAS 12 in relation to the accounting for deferred taxes arising from the implementation of the Pillar Two rules.
240228

Financial statements (continued)
(d) Deferred tax assets and liabilities
Deferred tax recognised in the consolidated balance sheet comprise the following net deferred tax (liabilities)/assets:
 Property,
plant and
equipment
£ million
Intangible
assets
£ million
Post
employment
plans
£ million
Tax losses
£ million
Other
temporary
differences(1)
£ million
Total
£ million
At 30 June 2020(340)(1,736)(72)61 234 (1,853)
Exchange differences26 176 (7)(5)(17)173 
Recognised in income statement(28)(19)— 29 (16)
Reclassification— — — (7)— 
Recognised in other comprehensive loss and equity— — (6)— (2)(8)
Tax rate change – recognised in income statement(39)(48)(2)10 (78)
Tax rate change – recognised in other comprehensive loss and equity— — (44)— (4)(48)
Acquisition of subsidiaries— (16)— — (15)
At 30 June 2021(381)(1,636)(129)57 244 (1,845)
Exchange differences(21)(155)3 3 17 (153)
Recognised in income statement(42)(3)(10)2 74 21 
Reclassification2 40   (7)35 
Recognised in other comprehensive loss and equity(20)(104)(103) 20 (207)
Tax rate change – recognised in income statement(1)(3) 1  (3)
Tax rate change – recognised in other comprehensive loss and equity  (22) 2 (20)
Acquisition of businesses (31)   (31)
Sale of businesses(5)   3 (2)
At 30 June 2022(468)(1,892)(261)63 353 (2,205)
 Property,
plant and
equipment
£ million
Intangible
assets
£ million
Post
employment
plans
£ million
Tax losses
£ million
Other
temporary
differences(1)
£ million
Total
£ million
At 30 June 2021(381)(1,636)(129)57 244 (1,845)
Exchange differences(21)(155)17 (153)
Recognised in income statement(42)(3)(10)74 21 
Reclassification40 — — (7)35 
Recognised in other comprehensive loss and equity(20)(104)(103)— 20 (207)
Tax rate change – recognised in income statement(1)(3)— — (3)
Tax rate change – recognised in other comprehensive loss and equity— — (22)— (20)
Acquisition of subsidiaries— (31)— — — (31)
Sale of businesses(5)— — — (2)
At 30 June 2022(468)(1,892)(261)63 353 (2,205)
Exchange differences33 113 (3)1 (10)134 
Recognised in income statement(30)93 2 (15)24 74 
Recognised in other comprehensive income and equity(6)(30)152  (50)66 
Tax rate change – recognised in income statement(1)(12)(1) 3 (11)
Acquisition of subsidiaries (71)   (71)
Transfer from asset held for sale(2)(37)  5 (34)
Sale of businesses10  (1) (4)5 
At 30 June 2023(464)(1,836)(112)49 321 (2,042)
(1)    Deferred tax on other temporary differences includes hyperinflation, fair value movement on cross-currency swaps, interest and finance costs, share-based payments and intra-group sales of products.

After offsetting deferred tax assets and liabilities where appropriate within territories,that relate to taxes levied by the same taxation authority on the same taxable fiscal unit, the net deferred tax liability comprises:
 2022
£ million
2021
£ million
Deferred tax assets114 100 
Deferred tax liabilities(2,319)(1,945)
(2,205)(1,845)
 2023
£ million
2022
£ million
Deferred tax assets141 114 
Deferred tax liabilities(2,183)(2,319)
(2,042)(2,205)

Deferred tax assets of £114£141 million include £47£65 million (20212022£48£47 million) arising in jurisdictions with prior year taxable losses, primarily in respect of Germany and Brazil. It is considered more likely than not that there will be sufficient future taxable profits to realise these deferred tax assets, which for the most part arose on losses from a historic one-off transaction, and on existing provisions. The majority of whichdeferred tax assets can be carried forward indefinitely. From the total recognised tax losses of £49 million, it is expected that £10 million will be utilised in the year ending 30 June 2024.

(e) Unrecognised deferred tax assets
The following table below shows the tax value of tax losses which has not been recognised due to uncertainty over their utilisation in future periods. The gross value of those losses is £674£632 million (20212022£708674 million).
 2022
£ million
2021
£ million
Capital losses – indefinite98 105 
Trading losses – indefinite25 23 
Trading and capital losses – expiry dates up to 203246 50 
169 178 
 2023
£ million
2022
£ million
Capital losses – indefinite98 98 
Trading losses – indefinite24 25 
Trading and capital losses – expiry dates up to 203239 46 
161 169 

Additionally, no deferred tax asset has been recognised in respect of certain temporary differences arising from brand valuations, as the group is not planning to sell those brands thus the benefit from the temporary differences is unlikely to be realised.
241229

Financial statements (continued)
(f) Unrecognised deferred tax liabilities
Relevant legislation largely exempts overseas dividends remitted from tax. A tax liability is more likely to arise in respect of withholding taxes levied by the overseas jurisdiction. Deferred tax is provided where there is an intention to distribute earnings, and a tax liability arises. It is impractical to estimate the amount of unrecognised deferred tax liabilities in respect of these unremitted earnings.
The aggregate amount of temporary differences in respect of investments in subsidiaries, branches, interests in associates and joint ventures for which deferred tax liabilities have not been recognised is approximately £21.0£19.8 billion (2021(2022£16.4£21.0 billion).

242230

Financial statements (continued)
Operating assets and liabilities

Introduction
This section describes the assets used in the group’s operations and the liabilities incurred. Liabilities relating to the group’s financing activities are included in section ‘Risk management and capital structure’ and balance sheet information in respect of associates, joint ventures and taxation are covered in section ‘Results for the year’. This section also provides detailed disclosures on the group’s recent acquisitions and disposals, performance and financial position of its defined benefit post employment plans.

8. Acquisition and sale of businesses and brands and purchase of non-controlling interests

Accounting policies
The consolidated financial statements include the results of the company and its subsidiaries together with the group’s attributable share of the results of associates and joint ventures. The results of subsidiaries acquired or sold are included in the income statement from, or up to, the date that control passes.
Business combinations are accounted for using the acquisition method. Identifiable assets, liabilities and contingent liabilities acquired are measured at fair value at acquisition date. The consideration payable is measured at fair value and includes the fair value of any contingent consideration. Among other factors, the group considers the nature of, and compensation for the selling shareholders' continuing employment to determine if any contingent payments are for post-combination employee services, which are excluded from consideration.
On the acquisition of a business, or of an interest in an associate or joint venture, fair values, reflecting conditions at the date of acquisition, are attributed to the net assets, including identifiable intangible assets and contingent liabilities acquired. Directly attributable acquisition costs in respect of subsidiary companies acquired are recognised in other external charges as incurred.
The non-controlling interests on the date of acquisition can be measured either at the fair value or at the non-controlling shareholder’s proportion of the net fair value of the identifiable assets assumed. This choice is made separately for each acquisition.
Where the group has issued a put option over shares held by a non-controlling interest, the group derecognises the non-controlling interests and instead recognises a contingent deferred consideration liability for the estimated amount likely to be paid to the non-controlling interest on the exercise of those options. Movements in the estimated liability in respect of put options are recognised in retained earnings.
Transactions with non-controlling interests are recorded directly in retained earnings.
For all entities in which the company directly or indirectly owns equity, a judgement is made to determine whether it controls and therefore should fully consolidate the investee. An assessment is carried out to determine whether the group has the exposure or rights to the variable returns of the investee and has the ability to affect those returns through its power over the investee. To establish control, an analysis is carried out of the substantive and protective rights that the group and the other investors hold. This assessment is dependent on the activities and purpose of the investee and the rights of the other shareholders, such as which party controls the board, executive committee and material policies of the investee. Determining whether the rights that the group holds are substantive, requires management judgement.
Where less than 50% of the equity of an investee is held, and the group holds significantly more voting rights than any other vote holder or organised group of vote holders, this may be an indicator of de facto control. An assessment is needed to determine all the factors relevant to the relationship with the investee to ascertain whether control has been established and whether the investee should be consolidated as a subsidiary. Where voting power and returns from an investment are split equally between two entities then the arrangement is accounted for as a joint venture.
On an acquisition, fair values are attributed to the assets and liabilities acquired. This may involve material judgement to determine these values.
243231

Financial statements (continued)
(a) Acquisition of businesses
Fair value of net assets acquired and cash consideration paid in respect of the acquisition of subsidiaries in the three years ended 30 June 20222023 were as follows:
 Net assets acquired and consideration
 21Seeds
£ million
Other
£ million
2022
£ million
2021
£ million
2020
£ million
Brands and other intangibles84 36 120 334 102 
Property, plant and equipment   15 — 
Inventories4 2 6 12 
Other working capital 3 3 (3)(3)
Deferred tax(20)(11)(31)(15)(19)
Borrowings   (8)— 
Cash1  1 
Fair value of assets and liabilities69 30 99 339 84 
Goodwill arising on acquisition48 22 70 274 
Settlement of pre-existing relationship (1)(1)— — 
Step acquisitions (6)(6)— (23)
Consideration payable117 45 162 613 69 
Satisfied by:
Cash consideration paid(62)(26)(88)(358)(27)
Contingent consideration payable(55)(15)(70)(253)(42)
Deferred consideration payable (4)(4)(2)— 
(117)(45)(162)(613)(69)
 Net assets acquired and consideration
 Don Papa
£ million
Other
£ million
2023
£ million
2022
£ million
2021
£ million
Brands and other intangibles293 45 338 120 334 
Property, plant and equipment1 24 25 — 15 
Inventories6 21 27 12 
Other working capital(2)(1)(3)(3)
Deferred tax(67)(4)(71)(31)(15)
Borrowings   — (8)
(Overdraft)/Cash(1)1  
Fair value of assets and liabilities230 86 316 99 339 
Goodwill arising on acquisition64 28 92 70 274 
Settlement of pre-existing relationship   (1)— 
Step acquisitions (11)(11)(6)— 
Consideration payable294 103 397 162 613 
Satisfied by:
Cash consideration paid(218)(98)(316)(88)(358)
Contingent consideration payable(72)(4)(76)(70)(253)
Deferred consideration payable(4)(1)(5)(4)(2)
(294)(103)(397)(162)(613)
Cash consideration paid in respect of the acquisition of businesses and purchase of shares of non-controlling interests in the three years ended 30 June 20222023 were as follows:
Consideration
2022
£ million
2021
£ million
2020
£ million
Acquisitions in the year - subsidiaries
Cash consideration paid(88)(358)(27)
Prior year acquisitions - subsidiaries
Contingent consideration paid for Casamigos(83)(89)(49)
Other consideration(36)(7)(9)
Investments in associates
Cash consideration paid(4)— (6)
Capital injection(61)(38)(41)
Cash acquired
Net cash outflow on acquisition of businesses(271)(488)(130)
Purchase of shares of non-controlling interests (42)(62)
Total net cash outflow(271)(530)(192)
Consideration
2023
£ million
2022
£ million
2021
£ million
Acquisitions in the year - subsidiaries
Cash consideration paid(316)(88)(358)
Cash acquired 
Prior year acquisitions - subsidiaries
Contingent consideration paid for Casamigos (83)(89)
Other consideration(26)(36)(7)
Investments in associates
Cash consideration paid(14)(4)— 
Capital injection(79)(61)(38)
Net cash outflow on acquisition of businesses(435)(271)(488)
Purchase of shares of non-controlling interests(146)— (42)
Total net cash outflow(581)(271)(530)

244232

Financial statements (continued)
Acquisitions in the year
On 10 March 2023, Diageo completed the acquisition of Kanlaon Limited and Chat Noir Co. Inc., (the owner of Don Papa Rum) to support Diageo’s participation in the super-premium dark rum segment for upfront cash consideration of €246 million (£218 million), deferred consideration of €4 million (£4 million) and contingent consideration of up to €178 million (£158 million) through to 2028 subject to certain financial performance targets, reflecting the brand’s expected growth potential. The fair value of the contingent consideration of €82 million (£72 million) was estimated by calculating the present value of the future expected cash flows which is dependent on management’s estimates in respect of the forecasting of future cash flows and the discount rates applicable to the future cash flows. The goodwill arising on the acquisition of Don Papa Rum represents expected revenue synergies and the acquired workforce. Don Papa Rum contributed £10 million to net sales and £15 million operating loss to the period, out of which £15 million is related to acquisition transaction and integration costs in the year ended 30 June 2023. The fair value measurement of assets and liabilities acquired is in progress. The fair values of assets and liabilities acquired are provisional and will be finalised in the year ending 30 June 2024. Diageo completed further acquisitions in the year ended 30 June 2023: (i) on 29 September 2022, the acquisition of the remaining issued share capital of Mr Black Spirits Pty Ltd, owner of Mr Black, the Australian premium cold brew coffee liqueur, that it did not already own; and (ii) on 2 November 2022, the acquisition of the entire issued share capital of Balcones Distilling, a Texas craft distiller and one of the leading producers of American single malt whiskey in the United States. The aggregate up-front cash consideration paid on completion of these transactions in the year ended 30 June 2023 was £98 million.

Prior year acquisitions
On 31 March 2022, Diageo acquired 100% equity interest in 21Seeds, to support Diageo's participation in the super premium flavoured tequila segment, for a total consideration of £62 million upfront in cash and a contingent consideration of up to £61 million linked to performance targets. The goodwill arising on the acquisition of 21Seeds represents expected revenue synergies and acquired workforce. The fair values of assets and liabilities acquired are provisional and will be finalised in the year ending 30 June 2023.
Diageo completed further acquisitions in the year ended 30 June 2022, including (i) on 27 January 2022, the acquisition of Casa UM, to expand Reserve portfolio with premium artisanal mezcal brand, Mezcal Unión and (ii) on 29 June 2022, the acquisition of Vivanda, owner of the technology behind 'What's your Whisky' platform and the Journey of Flavour experience at Johnnie Walker Princes Street, to support Diageo's ambition to provide customised brand experiences across all channels. The aggregate upfront cash consideration paid on completion of these transactions in the year ended 30 June 2022 was £26 million. In addition, these transactions included provision for further contingent consideration of up to £18 million in aggregate, linked to performance targets and a further deferred consideration of £4 million.

Prior year acquisitions
On 30 September 2020, Diageo completed the acquisition of Aviation Gin LLC (Aviation Gin) and Davos Brands LLC (Davos Brands) to support Diageo's participation in the super-premium gin segment for a total consideration of $337 million (£263 million) upfront in cash and contingent consideration of up to $275 million (£214 million) linked to performance targets.

Diageo also completed a number of additional acquisitions in the year ended 30 June 2021, comprising: (i) on 26in February 2021, the acquisition of Chase Distillery Limited, to further support Diageo's participation in the premium-plus gin segment in the United Kingdom; (ii) on 8in March 2021, the acquisition of Far West Spirits LLC, owner of the Lone River Ranch Water brand, to improve Diageo's participation in the ready to drink category in the United States; and (iii) on 14in April 2021, the acquisition of Sons of Liberty Spirits Company, to expand Diageo's spirits-based ready to drink portfolio with Loyal 9 Cocktails. The aggregate upfront cash consideration paid on completion of these 3three transactions in the year ended 30 June 2021 was £95 million. In addition, 2two of these transactions included provision for further contingent consideration of up to £86 million in aggregate, in each case linked to performance targets, and one of the transactions provided for a further £2 million of deferred consideration, of which £1 million was paid by 30 June 2021.
During the year ended 30 June 2020, Diageo completed a number of acquisitions, the largest of these were Seedlip Ltd and Anna Seed 83 Ltd, the brand owners of Seedlip and Æcorn distilled non-alcoholic spirits and aperitifs, both of which completed on 6 August 2019.
During the prior years Diageo completed a number of smaller acquisitions of brands, distribution rights and equity interests in various drinks businesses and made contingent consideration payments in respect of prior year acquisitions.

Purchase of shares of non-controlling interests
On 24 March 2023, Diageo completed the purchase of 14.97% of the share capital of EABL for an aggregate consideration of KES 22,732 million (£142 million) in cash and transaction costs of £4 million. This took Diageo’s shareholding in EABL from 50.03% to 65%. EABL was already controlled and therefore consolidated prior to this transaction.
In the yearsyear ended 30 June 2021, and 2020, East African Breweries Ltd,EABL, a Diageo subsidiary completed the acquisition of 30% and 4%, respectively, of shares in Serengeti Breweries Limited for a consideration of $55 million (£42 million) and $3 million (£2 million) in cash respectively and £16 million in the form of shareholder loan from two Diageo subsidiaries in 2021, increasing Diageo's effective economic interest from 39.2%40.2% to 47.0%.
All transactions were recognised in retained earnings.
In August 2019 and February 2020, in two separate purchases, Diageo acquired shares in United Spirits Limited (USL) for INR 5,495 million (£60 million), which increased Diageo’s percentage of shares owned in USL from 54.78% to 55.94% (excluding 2.38% owned by the USL Benefit Trust).


245233

Financial statements (continued)
(b) Sale of businesses and brands

Cash consideration received and net assets disposed of in respect of sale of businesses and brands in the three years ended 30 June 20222023 were as follows:

2022
£ million
2021
£ million
2020
£ million
Sale consideration
Cash received106 14 11 
Overdraft disposed of2 — — 
Transaction and other directly attributable costs paid(26)— — 
Net cash received82 14 11 
Transaction costs payable(16)(1)
66 15 10 
Net assets disposed of
Goodwill(14)— — 
Property, plant and equipment(11)(2)(1)
Investment in associates — (1)
Assets and liabilities held for sale — (30)
Inventories(4)— — 
Other working capital15 — 
Other borrowings1 — — 
Corporate tax(5)— — 
Deferred tax(2)— — 
(20)(1)(32)
Impairment charge recognised up until the date of sale — (7)
Exchange recycled from other comprehensive income(63)— (4)
(Loss)/gain on disposal before taxation(17)14 (33)
Taxation(23)— — 
(Loss)/gain on disposal after taxation(40)14 (33)
Guinness Cameroun S.A.
£ million
Other
£ million
2023
£ million
2022
£ million
2021
£ million
Sale consideration
Cash received384 115 499 106 14 
(Cash)/overdraft disposed of(13) (13)— 
Transaction and other directly attributable costs paid(17)(7)(24)(26)— 
Net cash received354 108 462 82 14 
Transaction costs payable(8)3 (5)(16)
346 111 457 66 15 
Net assets disposed of
Goodwill   (14)— 
Property, plant and equipment(103)(3)(106)(11)(2)
Assets and liabilities held for sale (79)(79)— — 
Inventories(24)(4)(28)(4)— 
Other working capital69  69 15 
Other borrowings2  2 — 
Corporate tax(3) (3)(5)— 
Deferred tax5  5 (2)— 
Post employment benefit liabilities4  4 — — 
(50)(86)(136)(20)(1)
Impairment charge recognised up until the date of sale(3) (3)— — 
Exchange recycled from other comprehensive income17 1 18 (63)— 
Gain/(loss) on disposal before taxation310 26 336 (17)14 
Taxation(42)13 (29)(23)— 
Gain/(loss) on disposal after taxation268 39 307 (40)14 



On 26 May 2023, Diageo completed the sale of Guinness Cameroun S.A., its brewery in Cameroon. The aggregate consideration for the disposal was £384 million, the disposed net asset of £63 million mainly included property, plant and equipment and trade and other payables. The transaction resulted in a non-operating exceptional gain of £310 million. The disposed Cameroon operations contributed net sales of £101 million (2022 – £124 million; 2021 – £113 million), operating profit of £26 million (2022– £27 million; 2021– £22 million) in the year ended 30 June 2023.
On 30 September 2022, Diageo completed the sale of the Popular brands of its USL business. The aggregate consideration for the disposal was £87 million, the disposed net assets included net working capital of £31 million and brands of £22 million, and £16 million goodwill was derecognised. The transaction resulted in a non-operating exceptional gain of £4 million. Popular brands contributed net sales of £34 million (2022– £139 million; 2021 – £148 million), operating profit of £5 million (2022– £26 million; 2021– £30 million) in the year ended 30 June 2023.

On 25 April 2022, Diageo sold its Ethiopian subsidiary, Meta Abo Brewery Share Company. A loss of £95 million was recognised as a non-operating item attributable to the sale, including cumulative translation losses in the amount of £63 million recycled to the income statement.
On 10 May 2022, Diageo completed the sale of the Picon brand for an upfront consideration of €117 million (£100 million). The gain of £91 million, net of disposal cost, was recognised as a non-operating item in the income statement.
In the year ended 30 June 2022, ZAR133ZAR 133 million (£6 million) (2021 – £10 million) of deferred consideration was paid to Diageo in respect of the sale of United National Breweries. The disposal was completed on 1 April 2020 for an aggregate consideration of ZAR 600 million (£27 million) from which ZAR 378 million (£17 million) was deferred.
Prior year disposals further included the sale of certain United Spirits LimitedUSL subsidiaries in the year ended 30 June 2021 for an aggregate consideration of £3 million, which resulted in an exceptional gain of £3 million.




246234

Financial statements (continued)


(c) Assets and liabilities held for sale
Windsor
business
£ million
USL Popular brands
£ million
2022
£ million
Intangible assets145 20 165 
Property, plant and equipment12 
Other investments— 
Inventories15 21 
Trade and other receivables22 23 
Assets held for sale156 66 222 
Trade and other payables(5)(13)(18)
Corporation tax(6)— (6)
Deferred tax(28)(7)(35)
Leases(2)— (2)
Liabilities held for sale(41)(20)(61)
Total115 46 161 

Diageo signed a share purchase agreement on 25Assets and liabilities held for sale at 30 June 2022 included Diageo’s Windsor business in Korea and the portfolio of Popular brands of USL.
In March 2022, withDiageo agreed to sell its Windsor business in Korea to Bayside/Metis Private Equity Consortium to disposeConsortium. On 27 September 2022, Diageo announced the termination of the Windsorconditional agreement. Consequently, the recoverable assets and liabilities attributable to the business in Korea. The sale is considered to be highly probable and it is anticipated to complete in the year ending 30 June 2023.were reclassified out of held for sale.
Following the strategic review of its selected Popular brands, onOn 27 May 2022, United Spirits LimitedUSL reached agreement with Inbrew Beverages Pvt Limited for the sale of 32Popular brands. On 30 September 2022, Diageo announced the completion of the sale of the selected Popular brands, including Old Tavern and White Mischief. The sale coversaccordingly the related contracts, permits, intellectual property rights, associated employees, working capital and a manufacturing facility. The transaction is highly probable to be completed in the year ending 30 June 2023.
It is unlikely that any significant change would take place to the plan to sell these asset groups, hence the impacted assets and liabilities attributable to the business were classified asdisposed from held for sale at 30 June 2022. Assets and liabilities were measured at their cost as the lower of cost and fair value less cost of disposal.sale.
247235

Financial statements (continued)
9. Intangible assets

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 if 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. 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 they are amortised on a straight-line basis 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 the net carrying value with the recoverable amount (where recoverable amount is the higher of fair value less costs of disposal and value in use). and in case the net carrying value exceeds the recoverable amount an impairment charge is recognised. Amortisation and any impairment write downs are charged to other operating expenses in the income statement.
Computer software is amortised on a straight-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.
Critical accounting estimates and judgements
Assessment of the recoverable amount of an intangible asset and the useful economic life of an asset are based on management's estimates.
Impairment reviews are carried out to ensure that intangible assets, including brands, are not carried at above their recoverable amounts. Value in use and fair value less costs of disposal are both considered for these reviews and any impairment charge is based on these. The tests are dependent on management’s estimates in respect of the forecasting of future cash flows, the discount rates applicable to the future cash flows and what expected growth rates are reasonable. Judgement is required in determining the cash-generating units. Such estimates and judgements are subject to change as a result of changing economic conditions and actual cash flows may differ from forecasts.
The below additional considerations have been applied by management regarding the potential financial impacts of increasing inflationary pressures, recently observable worldwide:
changes in the interest rate environment are taken into consideration when determining the discount rates;
terminal growth rates do not exceed the long-term annual inflation rate of the country or region, thus excluding any increased inflation growth experienced in the short-term;
additional sensitivity scenarios are applied for those markets or regions where the inflation and/or the exchange devaluation is considered significant based on management’s judgement.
Consideration of climate risk impact
The impact of climate risk on the future cash flows has also been considered for scenarios analysed in line with the climate change risk assessment. The climate change scenario analyses performed in 20222023 – conducted in line with TCFD recommendations (‘Transition Scenario’ (RCP 2.6), a ‘Moderate Warming’ Scenario (RCP 4.5) and a ‘Severe Warming Scenario (RCP 8.5)) – identified no material financial impact to the current year impairment assessments.
248236

Financial statements (continued)
 Brands
£ million
Goodwill
£ million
Other
intangibles
£ million
Computer
software
£ million
Total
£ million
Cost
At 30 June 20208,923 2,664 1,587 698 13,872 
Exchange differences(799)(311)(174)(30)(1,314)
Additions334 274 32 648 
Disposals— — — (27)(27)
At 30 June 20218,458 2,627 1,421 673 13,179 
Hyperinflation adjustment in respect of Turkey315 208  1 524 
Exchange differences639 145 194 28 1,006 
Additions109 70 55 67 301 
Disposals(23)(42) (23)(88)
Reclassification to asset held for sale(560)  (8)(568)
At 30 June 20228,938 3,008 1,670 738 14,354 
Amortisation and impairment
At 30 June 20201,168 752 78 574 2,572 
Exchange differences(71)(82)(3)(26)(182)
Amortisation for the year— — 44 49 
Disposals   (24)(24)
At 30 June 20211,097 670 80 568 2,415 
Exchange differences51 60 (1)25 135 
Amortisation for the year  7 38 45 
Impairment317 19   336 
Disposals(23)(28) (20)(71)
Reclassification to asset held for sale(400)  (8)(408)
At 30 June 20221,042 721 86 603 2,452 
Carrying amount
At 30 June 20227,896 2,287 1,584 135 11,902 
At 30 June 20217,361 1,957 1,341 105 10,764 
At 30 June 20207,755 1,912 1,509 124 11,300 
 Brands
£ million
Goodwill
£ million
Other
intangibles
£ million
Computer
software
£ million
Total
£ million
Cost
At 30 June 20218,458 2,627 1,421 673 13,179 
Hyperinflation adjustment in respect of Turkey315 208 — 524 
Exchange differences639 145 194 28 1,006 
Additions109 70 55 67 301 
Disposals(23)(42)— (23)(88)
Reclassification to asset held for sale(560)— — (8)(568)
At 30 June 20228,938 3,008 1,670 738 14,354 
Hyperinflation adjustment in respect of Turkey81 60   141 
Exchange differences(531)(257)(64)(16)(868)
Additions338 92 13 155 598 
Disposals   (26)(26)
Reclassification from/(to) asset held for sale453 (29)  424 
At 30 June 20239,279 2,874 1,619 851 14,623 
Amortisation and impairment
At 30 June 20211,097 670 80 568 2,415 
Exchange differences51 60 (1)25 135 
Amortisation for the year  38 45 
Impairment317 19 — — 336 
Disposals(23)(28)— (20)(71)
Reclassification to asset held for sale(400)— — (8)(408)
At 30 June 20221,042 721 86 603 2,452 
Exchange differences(96)(61)(1)(15)(173)
Amortisation for the year  16 40 56 
Impairment498    498 
Disposals   (24)(24)
Reclassification from/(to) asset held for sale315 (13)  302 
At 30 June 20231,759 647 101 604 3,111 
Carrying amount
At 30 June 20237,520 2,227 1,518 247 11,512 
At 30 June 20227,896 2,287 1,584 135 11,902 
At 30 June 20217,361 1,957 1,341 105 10,764 

249237

Financial statements (continued)
(a) Brands
At 30 June 2022, theThe principal acquired brands, all of which are regarded as having indefinite useful economic lives, are as follows:
 Principal markets
2022
£ million
2021
£ million
Crown Royal whiskyUnited States1,210 1,053 
Captain Morgan rumGlobal993 864 
McDowell's No.1 whisky, rum and brandyIndia778 944 
Smirnoff vodkaGlobal681 593 
Johnnie Walker whiskyGlobal625 625 
Casamigos tequilaUnited States499 434 
Yenì rakiTurkey294 141 
Shui Jing Fang Chinese white spiritGreater China279 253 
Aviation American ginUnited States218 190 
Don Julio tequilaUnited States207 185 
Signature whiskyIndia191 177 
Seagram's 7 Crown whiskeyUnited States184 160 
Black Dog whiskyIndia162 150 
Antiquity whiskyIndia158 147 
Zacapa rumGlobal158 138 
Gordon's ginEurope119 119 
Bell's whiskyEurope102 179 
Windsor Premier whiskyKorea 145 
Other brands

1,038 864 
7,896 7,361 
 Principal markets
2023
£ million
2022
£ million
Crown Royal whiskyUnited States1,162 1,210 
Captain Morgan rumGlobal954993
Smirnoff vodkaGlobal654681
Johnnie Walker whiskyGlobal625625
Casamigos tequilaUnited States479499
McDowell's No.1 whisky, rum and brandyIndia308778
Don Papa rumEurope282— 
Yenì rakiTurkey249294 
Shui Jing Fang Chinese white spiritGreater China246279
Don Julio tequilaUnited States235207
Aviation American ginUnited States209218
Seagram's 7 Crown whiskeyUnited States177184
Signature whiskyIndia176191
Zacapa rumGlobal152158
Black Dog whiskyIndia149162
Antiquity whiskyIndia145158
Windsor Premier whiskyKorea137— 
Gordon's ginEurope119119
Bell's whiskyEurope102102
Other brands9601,038
7,520 7,896 

The brands are protected by trademarks which are renewable indefinitely in all of the major markets where they are sold. There are not believed to be any legal, regulatory or contractual provisions that limit the useful lives of these brands. The nature of the premium drinks industry is that obsolescence is not a common issue, with indefinite brand lives being commonplace, and Diageo has a number of brands that were originally created more than 100 years ago. Accordingly, the Directors believe that it is appropriate that the brands are treated as having indefinite lives for accounting purposes and are therefore not amortised.

(b) Goodwill
For the purposes of impairment testing, goodwill has been attributed to the following cash-generating units:
 
2022
£ million
2021
£ million
North America773 609 
Europe
Turkey255 143 
Asia Pacific
Greater China141 128 
India747 693 
Latin America and Caribbean – Mexico142 126 
Other cash-generating units229 258 
2,287 1,957 
 
2023
£ million
2022
£ million
North America767 773 
Europe
Turkey216 255 
Asia Pacific
Greater China124 141 
India673 747 
Latin America and Caribbean – Mexico161 142 
Other cash-generating units286 229 
2,227 2,287 

Goodwill has arisen on the acquisition of businesses and includes synergies arising from cost savings, the opportunity to utilise Diageo’s distribution network to leverage marketing of the acquired products and the extension of the group’s portfolio of brands in new markets around the world.

238

Financial statements (continued)
(c) Other intangibles
Other intangibles principally comprise distribution rights. Diageo owns the global distribution rights for Ketel One vodka products in perpetuity, and the Directors believe that it is appropriate to treat these rights as having an indefinite life for accounting purposes. The carrying value at 30 June 20222023 was £1,488£1,428 million (2021(2022£1,295£1,488 million).
250

Financial statements (continued)

(d) Impairment testing
Impairment tests are performed annually, or more frequently if events or circumstances indicate that the carrying amount may not be recoverable. Recoverable amounts are calculated based on the value in use approach, also considering fair value less costs of disposal. The value in use calculations are based on discounted forecast cash flows using the assumption that cash flows continue in perpetuity at the terminal growth rate of each country or region. The individual brands, other intangibles with indefinite useful lives and the associated property, plant and equipment are aggregated as separate cash-generating units. Separate tests are carried out for each cash-generating unit and for each of the markets. Goodwill is attributed to each of the markets.
The key assumptions used for the value in use calculations are as follows:

Cash flows
Cash flows are forecasted for each cash-generating unit for the financial years based on management's approved plans and reflect the following assumptions:
Cash flows are projected based on the actual operating results and a three-year strategic plan approved by management. Cash flows are extrapolated up to five years using expected growth rates in line with management’s best estimates. Growth rates reflect expectations of sales growth, operating costs and margin, based on past experience and external sources of information. Where applicable, multiple cash flow scenarios were populated to predict the potential outcome, considering the increased risk of volatility with respect to the environment in certain markets. A simple average of these projections servedserves as the estimation of the recoverable amount of the cash-generating units including the Bell's brand.units. Management has no information which would indicate that any of the scenarios are more likely than others;
The five-year forecast period is extended by up to an additional ten years at acquisition date for some intangible assets and goodwill when management believes that this period is justified by the maturity of the market and expects to achieve growth in excess of the terminal growth rate driven by Diageo’s sales, marketing and distribution expertise. These cash flows beyond the five-year period are projected using steady or progressively declining growth rates. The main exception is India and the USL brands, where the forecast period is extended by an additional two yearsone year of detailed forecasts;
Cash flows for the subsequent years after the forecast period are extrapolated based on a terminal growth rate which does not exceed the long-term annual inflation rate of the country or region.

Discount rates
The discount rates used are the weighted average cost of capital which reflect the returns on government bonds and an equity risk premium adjusted for the drinks industry specific to the cash-generating units. 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.
For goodwill, these assumptions are based on the cash-generating unit or group of units to which the goodwill is attributed. For brands, they are based on a weighted average taking into account the country or countries where sales are made.
239

Financial statements (continued)
The pre-tax discount rates, terminal and long-term growth rates used for impairment testing are as follows:
 2022 2021 
 Pre-tax discount rate
%
Terminal growth rate
%
Long-term growth rate
%
Pre-tax discount rate
%
Terminal growth rate
%
Long-term growth rate
%
North America – United States8 2 4 
Europe
United Kingdom8 2 4 
Turkey31 15 25 22 11 16 
Asia Pacific
Australia7 2 5 
India14 4 11 12 11 
Africa
South Africa16  6 13 — 
Nigeria24 12 15 19 10 14 
Latin America and Caribbean
Brazil12 3 6 11 
 2023 2022 
 Pre-tax discount rate
%
Terminal growth rate
%
Long-term growth rate
%
Pre-tax discount rate
%
Terminal growth rate
%
Long-term growth rate
%
North America – United States9 2 4 
Europe
United Kingdom9 2 5 
Turkey28 16 28 31 15 25 
Asia Pacific
Australia10 3 5 
Korea11 (2)4 
India14 4 15 14 11 
Greater China11 2 6 
Latin America and Caribbean
Brazil16 3 6 12 
Mexico13 3 6 14 
Africa
Africa Emerging Markets35 8 18 12 11 
South Africa20 5 6 16 — 
Nigeria35 5 18 24 12 15 

Following the announcement by USL of the sale and franchise agreements for selected Popular brands on 27 May 2022, the cash-generating unit structure of the USL brands has been revised, in order to reflect the strategic changes in the management and operation of USL's portfolio of the remaining brands. As a result, the former Popular brands category has been abandoned and the impairment reviews have been performed on an individual brand basis for the year ended 30 June 2022.

251

Financial statements (continued)
Value in use calculation and fair value less costs of disposal methodologies were both considered to assess the recoverable amount of the McDowell's No.1 cash-generating unit. The value in use that was calculated exceeded the fair value less costs of disposal. As a result of the impairment review, an impairment charge of £240 million forin the year ended 30 June 2022 was recognised in exceptional operating items2023, an impairment charge of £420 million in respect of the McDowell's No.1 brand. The charge was a result of higher discount rate reflecting the adverse inflationarybrand and macroeconomic environment and of a reduction £24 million in forecast cash flow assumptions of McDowell’s No.1 Popular segment, which is reflective of USL’s stated position on participation in the popular segment and aligned with the recently announced sale and franchisingrespect of the majority of the portfolio of Popular brands. TheDirector’s Special brand impairment reduced the deferred tax liability by £35 million. The recoverable amount of the McDowell's No.1 cash generating unit is £892 million.
Value in use calculation and fair value less costs of disposal methodologies were both considered to assess the recoverable amount of the Bell's cash-generating unit. The value in use that was calculated exceeded the fair value less costs of disposal. As a result of the impairment review, an impairment charge of £77 million for the year ended 30 June 2022 was recognised in exceptional operating itemsitems. Value in respect of the Bell's brand. Forecast cash flow assumptions were reduced principally due to the wind down of the Russian operations, as well as the increase in discount rates due to the inflationary and higher macroeconomic risk environment in the world. The brand impairment reduced the deferred tax liability by £20 million. The recoverable amount of the Bell's cash-generating unit is £145 million.
In March 2022, a decision was taken to suspend exporting to and selling in Russia and on 28 June 2022, Diageo decided that it would wind down its operations in Russia over the following six months. As a result, an impairment charge of £19 million for the year ended 30 June 2022 in respect of the Smirnov goodwill was recognised in exceptional operating items.
The Turkish economy became hyperinflationary for the year ended 30 June 2022, resulting in the recognition of hyperinflation adjustments on the Turkey cash-generating unit for the opening balances at 1 July 2021 and for the year-end balances at 30 June 2022. During the impairment review of the Turkey cash-generating unit, including goodwill and the Yenì Raki brand, value in use calculation and fair value less costs of disposal methodologies were both considered to assess the recoverable amount. The value in use that was calculated exceeded the fair value less costs of disposal. The charge is mainly driven by the adverse inflationary environment and the reduction in forecast cash flow assumptions in Lower Prestige and Popular segments in India. The brand impairment reduced the deferred tax liability by £111 million. The recoverable amount is £379 million in respect of the McDowell's brand and £11 million in respect of the Director’s Special brand cash-generating units.
As a result of the impairment reviews,review, in the year ended 30 June 2023, an additional impairment charge of £54 million was recognised in exceptional operating items in respect of some brands where book value was not recoverable. The charge is mainly driven by strategic change in some categories as a result of the challenging operating environment and premiumisation. Value in use and fair value less costs of disposal methodologies were both considered to assess the recoverable amount. The value in use that was calculated exceeded the fair value less costs of disposal. The brand impairment reduced the deferred tax liability by £13 million.
In the year ended 30 June 2022, an impairment charge of £240 million in respect of the McDowell's brand was recognised in exceptional operating items, based on its value in use. The brand impairment reduced the deferred tax liability by £35 million.
Further, in the year ended 30 June 2022, an impairment charge of £77 million in respect of the Bell’s brand was recognised in exceptional operating items, based on its value in use. The impairment reduced the deferred tax liability attributable to the brand by £20 million.
In the year ended 30 June 2022, Diageo decided to wind down its operations in Russia. As a result, an impairment charge of £19 million in respect of the Smirnov goodwill was recognised in exceptional operating items.
The Turkish economy became hyperinflationary for the year ended 30 June 2022, and an impairment charge of TRY 3,760 million (£312 million)million) on the opening carrying amount of the Turkey cash-generating unit was recognised in retained earnings. From this impairment charge, TRY 1,627 million (£135 million)million) was directly attributable to the Yenì Raki brand and the remaining TRY 2,133 million (£177 million)million) impairment charge was recognised on the Turkey goodwill. The hyperinflation adjustment reduced by the opening impairment charge has been reflected as a net amount within the movement table of intangible assets in note 9.

240

Financial statements (continued)
(e) Sensitivity to change in key assumptions
Impairment testing for the year ended 30 June 20222023 has identified the following cash-generating units as being sensitive to reasonably possible changes in assumptions.
The table below shows the headroom at 30 June 20222023 and the impairment charge that would be required if the assumptions in the calculation of their value in use were changed:
Increase in discount rateDecrease in terminal growth rateDecrease in annual growth rate in forecast period 2023-2029Decrease in cash flowsDecrease in future volume forecastFurther devaluation of local currency
Carrying value of CGU
£ million
Headroom
£ million
Reasonably possible changePotential impairment charge
£ million
Reasonably possible changePotential impairment charge
£ million
Reasonably possible changePotential impairment charge
£ million
Reasonably possible changePotential impairment charge
£ million
Reasonably possible changePotential impairment charge
£ million
Reasonably possible changePotential impairment charge
£ million
McDowell's No.1892  1ppt(92)n/an/a2ppt(121)n/an/an/an/an/an/a
Bell's145  3ppt(27)1ppt(9)n/an/a10 %(15)n/an/an/an/a
Yenì Raki346 44 7ppt(95)n/an/an/an/an/an/a4 %(20)n/an/a
Turkey688 14 7ppt(249)1ppt(13)n/an/a10 %(88)1 %(124)66 %(69)
Increase in discount rateDecrease in terminal growth rateDecrease in annual growth rate in forecast period 2024-2029
Decrease in cash flows(1)
Carrying value of CGU
£ million
Headroom
£ million
Reasonably possible changePotential impairment charge
£ million
Reasonably possible changePotential impairment charge
£ million
Reasonably possible changePotential impairment charge
£ million
Reasonably possible changePotential impairment charge
£ million
McDowell's379  1ppt(38)1ppt(26)2ppt(67)10 %(76)


(1)    Including reasonably possible changes in productivity saving assumptions.

10. Property, plant and equipment

Accounting policies
Land and buildings are stated at cost less accumulated depreciation. Freehold land is not depreciated. Leaseholds are generally depreciated over the unexpired period of the lease. Other property, plant and equipment are depreciated on a straight-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 40 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.
252

Financial statements (continued)
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 income statement.
241

Financial statements (continued)
 Land and
buildings
£ million
Plant and
equipment
£ million
Fixtures
and
fittings
£ million
Returnable
bottles and
crates
£ million
Under
construction
£ million
Total
£ million
Cost
At 30 June 20202,141 4,868 127 575 549 8,260 
Exchange differences(137)(322)(10)(55)(34)(558)
Acquisitions— — 15 
Sale of businesses(1)(3)— — — (4)
Additions95 149 27 367 647 
Disposals(24)(126)(7)(21)— (178)
Transfers77 146 (227)— 
At 30 June 20212,160 4,714 121 528 659 8,182 
Hyperinflation adjustment in respect of Turkey56 32 2  7 97 
Exchange differences107 226 1 11 45 390 
Sale of businesses(4)(58)(3)(19)(1)(85)
Additions230 245 8 41 612 1,136 
Disposals(65)(122)(15)(32)(3)(237)
Transfers177 249 10 13 (449) 
Reclassification to assets held for sale(8)(25)   (33)
At 30 June 20222,653 5,261 124 542 870 9,450 
Depreciation
30 June 2020597 2,256 86 395 — 3,334 
Exchange differences(31)(167)(8)(39)— (245)
Depreciation charge for the year110 244 15 29 — 398 
Sale of businesses— (2)— — — (2)
Disposals(18)(113)(7)(14)— (152)
At 30 June 2021658 2,218 86 371  3,333 
Exchange differences31 94 1 9  135
Depreciation charge for the year127 277 14 29  447
Sale of businesses(4)(50)(2)(18) (74)
Disposals(62)(113)(13)(30) (218)
Transfers5 4 (9)   
Reclassification to assets held for sale(5)(16)   (21)
At 30 June 2022750 2,414 77 361  3,602 
Carrying amount
At 30 June 20221,903 2,847 47 181 870 5,848 
At 30 June 20211,502 2,496 35 157 659 4,849 
At 30 June 20201,544 2,612 41 180 549 4,926 
 Land and
buildings
£ million
Plant and
equipment
£ million
Fixtures
and
fittings
£ million
Returnable
bottles and
crates
£ million
Under
construction
£ million
Total
£ million
Cost
At 30 June 20212,160 4,714 121 528 659 8,182 
Hyperinflation adjustment in respect of Turkey and Venezuela56 32 — 97 
Exchange differences107 226 11 45 390 
Sale of businesses(4)(58)(3)(19)(1)(85)
Additions230 245 41 612 1,136 
Disposals(65)(122)(15)(32)(3)(237)
Transfers177 249 10 13 (449)— 
Reclassification to assets held for sale(8)(25)— — — (33)
At 30 June 20222,653 5,261 124 542 870 9,450 
Hyperinflation adjustment in respect of Turkey and Venezuela5 10 1  4 20 
Exchange differences(166)(331)(6)(49)(30)(582)
Acquisitions8 14  3  25 
Sale of businesses(35)(147)(3)(55)(3)(243)
Additions111 214 13 50 832 1,220 
Disposals(64)(141)(12)(105)(2)(324)
Transfers146 238 12 28 (424) 
Reclassification from assets held for sale2  1   3 
At 30 June 20232,660 5,118 130 414 1,247 9,569 
Depreciation
At 30 June 2021658 2,218 86 371 — 3,333 
Exchange differences31 94 — 135 
Depreciation charge for the year125 276 14 29 — 444 
Exceptional impairment— — — 
Sale of businesses(4)(50)(2)(18)— (74)
Disposals(62)(113)(13)(30)— (218)
Transfers(9)— — — 
Reclassification to assets held for sale(5)(16)— — — (21)
At 30 June 2022750 2,414 77 361  3,602 
Exchange differences(38)(176)(3)(27) (244)
Depreciation charge for the year125 269 13 33  440 
Exceptional accelerated depreciation and impairment31 41    72 
Sale of businesses(21)(80)(2)(34) (137)
Disposals(63)(130)(11)(103) (307)
Reclassification from assets held for sale  1   1
At 30 June 2023784 2,338 75 230  3,427 
Carrying amount
At 30 June 20231,876 2,780 55 184 1,247 6,142 
At 30 June 20221,903 2,847 47 181 870 5,848 
At 30 June 20211,502 2,496 35 157 659 4,849 
 
(a) The net book value of land and buildings comprises freeholds of £1,444£1,481 million (2021 (2022£1,218 million)£1,444 million), long leaseholds of £3£3 million (2021 (2022£3 million)£3 million) and short leaseholds of £410£389 million (2021 (2022£281 million)£410 million). Depreciation was not charged on £114£141 million (2021 (2022£180 million)£114 million) of land.
(b) Property, plant and equipment is net of a government grant of £153£147 million (2021(2022£133£153 million) received in prior years in respect of the construction of a rum distillery in the US Virgin Islands.
242

253

Financial statements (continued)
11. Biological assets

Accounting policies
Biological assets held by the group consist of agave (Agave Azul Tequilana Weber) plants. The harvested plants are used during the production of tequila.
Biological assets are measured at fair value less costs to sell on initial recognition and at the end of each reporting period based on the present value of future cash flows discounted at an appropriate rate for Mexico.
Agricultural produce is measured at fair value less costs to sell at the point of harvest which is used as the cost of inventory when the harvested agave is transferred.

Changes in biological assets were as follows:
Biological
assets
£ million
Fair value
At 30 June 202020215166 
Exchange differences
Transferred to inventories(7)
Farming cost capitalised20 
At 30 June 202166
Exchange differences10 
Transferred to inventories(11)
Fair value change(5)
Farming cost capitalised34 
At 30 June 202294 
Exchange differences15
Transferred to inventories(8)
Fair value change
Farming cost capitalised55
At 30 June 2023156

At 30 June 2022,2023, the number of agave plants werewas approximately 3337 million (2021(20222033 million), ranging from new plantations up to eight year oldseven year-old plants.

12. Leases

Accounting policies
Where the group is the lessee, all leases are recognised on the balance sheet as right-of-use assets and depreciated on a straight-line basis with the charge recognised in cost of sales or in other operating items depending on the nature of the costs. The liability, recognised as part of net borrowings, is measured at a discounted value and any interest is charged to finance charges.
The group recognises services associated with a lease as other operating expenses. Payments associated with leases where the value of the asset when it is new is lower than $5,000 (leases of low value assets) and leases with a lease term of twelve12 months or less (short term leases) are recognised as other operating expenses. A judgement in calculating the lease liability at initial recognition includes determining the lease term where extension or termination options exist. In such instances, any economic incentive to retain or end a lease are considered and extension periods are only included when it is considered reasonably certain that an option to extend a lease will be exercised.

254243

Financial statements (continued)
(a) Movement in right-of-use assets
The company principally leases warehouses, office buildings, plant and machinery, cars and distribution vehicles in the ordinary course of business.
Land and buildings
£ million
Plant and equipment
£ million
Under construction
£ million
Total
£ million
At 30 June 2020269 276 32 577 
Exchange differences(21)(18)— (39)
Additions33 23 — 56 
Transfers(1)(63)(3)(67)
Acquisitions— — 
Depreciation(58)(34)— (92)
At 30 June 2021230 184 29 443 
Exchange differences26 14  40 
Additions129 56  185 
Transfers29  (29) 
Reclassification to assets held for sale(1)(1) (2)
Disposal(6)  (6)
Depreciation(54)(41) (95)
At 30 June 2022353 212  565 
Land and buildings
£ million
Plant and equipment
£ million
Under construction
£ million
Total
£ million
At 30 June 2021230 184 29 443 
Exchange differences26 14 — 40 
Additions129 56 — 185 
Transfers29 — (29)— 
Reclassification to assets held for sale(1)(1)— (2)
Disposals(6)— — (6)
Depreciation(54)(41)— (95)
At 30 June 2022353 212  565 
Exchange differences(3)(23) (26)
Additions45 37  82 
Reclassification from assets held for sale1 1  2 
Derecognition due to disposal of business(1)(1) (2)
Depreciation(56)(39) (95)
At 30 June 2023339 187  526 
(b) Lease liabilities
2022
£ million
2021
£ million
Current lease liabilities(85)(82)
Non-current lease liabilities(390)(281)
(475)(363)
2023
£ million
2022
£ million
Current lease liabilities(75)(85)
Non-current lease liabilities(373)(390)
(448)(475)

The future cash outflows, which are not included in lease liabilities on the balance sheet, in respect of extension and termination options which are not reasonably expected to be exercised are estimated at £282£261 million (20212022 £255£282 million).

(c) Amounts recognised in the consolidated income statement
In the year ended 30 June 2022,2023, other external charges (within other operating items) included £39£57 million (2021(2022£2839 million) in respect of leases of low value assets and short term leases and £9£4 million (2021(2022£3£9 million) in respect of variable lease payments. Refer to note 5 for further information relating to the interest expenses on lease liabilities.
The total cash outflow for leases in the year ended 30 June 20222023 was £154£172 million (2021(2022£179£154 million).
255244

Financial statements (continued)
13. Other investments

Accounting policies
Other investments are equity investments that are not classified as investments in associates or joint arrangements nor investments in subsidiaries. They are included in non-current assets. Subsequent to initial measurement, other investments are stated at fair value. Gains and losses arising from the changes in fair value are recognised in the income statement or in other comprehensive income on a case by case basis. Accumulated gains and losses included in other comprehensive income are not recycled to the income statement. Dividends from other investments are recognised in the consolidated income statement.
Loans receivable are non-derivative financial assets that are not classified as equity investments. They are subsequently measured either at amortised cost using the effective interest method less allowance for impairment or at fair value with gains and losses arising from changes in fair value recognised in the income statement or in other comprehensive income that are recycled to the income statement on the de-recognition of the asset. Allowances for expected credit losses are made based on the risk of non-payment taking into account ageing, previous experience, economic conditions and forward-looking data. Such allowances are measured as either 12-months expected credit losses or lifetime expected credit losses depending on changes in the credit quality of the counterparty.
Loans
£ million
Other investments
£ million
Total
£ million
Cost less allowances or fair value
At 30 June 202034 41 
Exchange differences— (3)(3)
Additions— 
Repayments and disposals(1)— (1)
Transfer(1)(1)(2)
At 30 June 202110 30 40 
Exchange differences2 1 3 
Additions6 9 15 
Repayments and disposals(1)(1)(2)
Fair value adjustment (13)(13)
Step acquisitions (6)(6)
Capitalised interest1  1 
Transfer (1)(1)
At 30 June 202218 19 37 
Loans
£ million
Other investments
£ million
Total
£ million
Cost less allowances or fair value
At 30 June 202110 30 40 
Exchange differences
Additions15 
Repayments and disposals(1)(1)(2)
Fair value adjustment— (13)(13)
Step acquisitions— (6)(6)
Capitalised interest— 
Transfer— (1)(1)
At 30 June 202218 19 37 
Exchange differences(1) (1)
Additions20 9 29 
Repayments and disposals(3) (3)
Fair value adjustment (4)(4)
Capitalised interest1  1 
Impairment charged during the year (2)(2)
At 30 June 202335 22 57 

At 30 June 2022,2023, loans comprise £6 million (2021(2022£3£6 million; 20202021£4£3 million) of loans to customers and other third parties, after allowances of £121 million (2022 – £129 million (2021million; 2021 – £113 million; 2020 – £127 million), and £29 million (2022 – £12 million (2021million; 2021 – £7 million; 2020 – £3 million) of loans to associates.

256245

Financial statements (continued)
14. Post employment benefits

Accounting policies
The group’s principal post employment funds are defined benefit plans. In addition, 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 on benefits granted to members by the group during the year. Net finance charges comprise the net deficit/assetsurplus on the plans at the beginning of the 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 of the 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.
Critical accounting estimates and judgements
Application of IAS 19 requires the exercise of estimate and judgement in relation to various assumptions.
Diageo determines the assumptions on a country by country basis in conjunction with its actuaries. Estimates are required in respect of uncertain future events, including the life expectancy of members of the funds, salary and pension increases, future inflation rates, discount rates and employee and pensioner demographics. The application of different assumptions could have a significant effect on the amounts reflected in the income statement, other comprehensive income and the balance sheet. There may be interdependencies between the assumptions.
Where there is an accounting surplus on a defined benefit plan, management judgement is necessary to determine whether the group can obtain economic benefits through a refund of the surplus or by reducing future contributions to the plan.
(a) Post employment benefit plans
The group operates a number of pension plans throughout the world, devised in accordance with local conditions and practices. Diageo's most significant plans are defined benefit plans and are funded by payments to separately administered trusts or insurance companies. The group also operates a number of plans that are generally unfunded, primarily in the United States, which provide to employees post employment medical benefits.
The principal plans are in the United Kingdom, Ireland and the United States where benefits are based on employees’ length of service and salary at retirement. All valuations were performed by independent actuaries using the projected unit credit method to determine pension costs.
The most recent funding valuations of the significant defined benefit plans were carried out as follows:
Principal plansDate of valuation
United Kingdom(1)
1 April 2021
Ireland(2)
31 December 20182021
United States1 January 20212022
(1)    The Diageo Pension Scheme (DPS)(DPS, the UK Scheme) closed to new members in November 2005. Employees who joined Diageo in the United Kingdom between November 2005 and January 2018, had been eligible to become members of the Diageo Lifestyle Plan (a cash balance defined benefit plan). Since then, new employees have been eligible to become members of a Diageo administeredmaster trust defined contribution plan.plans.
(2)    The Guinness Ireland Group Pension Scheme (GIGPS, the Irish schemescheme) 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 administereda master trust defined contribution plans. The triennial valuation of the Guinness Ireland Group Pension Scheme in Ireland (the Irish Scheme) is in progress and the results of this valuation are expected to be agreed by Diageo and the trustee later in calendar year 2022.

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 DPS, 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 DPS, member nominated directors are appointed from both the pensioner member community and the active member community. For the Irish Scheme, Diageo Ireland makes four nominations and appoints three further candidates nominated by representative groupings.
257246

Financial statements (continued)
The amounts charged to the consolidated income statement and statement of comprehensive income for the group’s defined benefit plans for the three years ended 30 June 20222023 are as follows:
 2022
£ million
2021
£ million
2020
£ million
Current service cost and administrative expenses(107)(105)(109)
Past service gains – ordinary activities34 — 50 
Past service losses – exceptional (5)— 
Gains on curtailments and settlements34 18 12 
Charge to operating profit(39)(92)(47)
Net finance gain in respect of post employment plans10 
Charge before taxation(1)
(29)(87)(38)
Actual returns less amounts included in finance income(1,432)(6)774 
Experience (losses)/gains(35)80 34 
Changes in financial assumptions2,133 125 (754)
Changes in demographic assumptions(40)(183)(14)
Other comprehensive income626 16 40 
Changes in the surplus restriction(11)— (2)
Total other comprehensive income615 16 38 
 2023
£ million
2022
£ million
2021
£ million
Current service cost and administrative expenses(76)(107)(105)
Past service (losses)/gains – ordinary activities(1)34 — 
Past service losses – exceptional — (5)
Gains on curtailments and settlements2 34 18 
Charge to operating profit(75)(39)(92)
Net finance income in respect of post employment plans44 10 
Charge before taxation(1)
(31)(29)(87)
Actual returns less amounts included in finance income(1,435)(1,432)(6)
Experience (losses)/gains(226)(35)80 
Changes in financial assumptions958 2,133 125 
Changes in demographic assumptions53 (40)(183)
Other comprehensive (loss)/income(650)626 16 
Changes in the surplus restriction7 (11)— 
Total other comprehensive (loss)/income(643)615 16 
(i) The year ended 30 June 2022 includes settlement gains of £27 million in respect of the Enhanced Transfer Values (ETV) exercise carried out in the Irish Schemes and past service gains of £28 million as a result of the changes of the benefits in the Irish Scheme. In the year ended 30 June 2021, the exceptional past service loss of £5 million is in respect of the equalisation of Guaranteed Minimum Pension (GMP) benefits for men and women). The year ended 30 June 2020 includes a past service gain of £47 million in respect of the Irish Scheme following communications to the deferred members in respect of changing their expectations of a full pension prior to reaching the age of 65 and to pensioners in respect of future pension increases.women.
(1)     The (charge)/income before taxation is in respect of the following countries:
2022
£ million
2021
£ million
2020
£ million
United Kingdom(27)(46)(23)
Ireland45 34 
United States(31)(28)(30)
Other(16)(17)(19)
(29)(87)(38)
2023
£ million
2022
£ million
2021
£ million
United Kingdom15 (27)(46)
Ireland1 45 
United States(32)(31)(28)
Other(15)(16)(17)
(31)(29)(87)

In addition to the charge in respect of defined benefit post employment plans, contributions to the group’s defined contribution plans were £44 million (2022 – £33 million (2021 -million; 2021 – £25 million; 2020 – £24 million).
258247

Financial statements (continued)
The movementmovements in the net surplus for the two years ended 30 June 20222023 is set out below:
 Plan
assets
£ million
Plan
liabilities
£ million
Net
surplus
£ million
At 30 June 202010,422 (10,057)365 
Exchange differences(214)245 31 
Charge before taxation(1)
149 (236)(87)
Other comprehensive income/(loss)(2)
(6)22 16 
Contributions by the group122 — 122 
Settlements paid(3)
(169)169 — 
Employee contributions(4)— 
Benefits paid(416)416 — 
At 30 June 20219,892 (9,445)447 
Exchange differences93 (100)(7)
Charge before taxation(1)
176 (205)(29)
Other comprehensive income/(loss)(2)
(1,432)2,058 626 
Contributions by the group128  128 
Settlements paid(3)
(52)52  
Employee contributions5 (5) 
Benefits paid(411)411  
At 30 June 20228,399 (7,234)1,165 
 Plan
assets
£ million
Plan
liabilities
£ million
Net
surplus
£ million
At 30 June 20219,892 (9,445)447 
Exchange differences93 (100)(7)
Income/(charge) before taxation176 (205)(29)
Other comprehensive (loss)/income(1)
(1,432)2,058 626 
Contributions by the group128 — 128 
Settlements paid(2)
(52)52 — 
Employee contributions(5)— 
Benefits paid(411)411 — 
At 30 June 20228,399 (7,234)1,165 
Exchange differences(49)55 6 
Disposals 4 4 
Income/(charge) before taxation298 (329)(31)
Other comprehensive (loss)/income(1)
(1,435)785 (650)
Contributions by the group100  100 
Employee contributions5 (5) 
Benefits paid(472)472  
At 30 June 20236,846 (6,252)594 
(1) Includes net settlement gain of £27 million (F21 - £14 million) and past service gain of £28 million.
(2) Excludes surplus restriction.
(3)(2)    Includes settlement payment of £52 million on ETV exercise in Ireland (F21 – £151 million in respect of a settlement in the US Cash Balance plan).Ireland.

The plan assets and liabilities by type of post employment benefit and country isare as follows:

 20222021
 Plan
assets
£ million
Plan
liabilities
£ million
Plan
assets
£ million
Plan
liabilities
£ million
Pensions
United Kingdom6,041 (4,897)7,341 (6,580)
Ireland1,645 (1,409)1,826 (1,926)
United States453 (408)470 (373)
Other191 (212)186 (225)
Post employment medical2 (225)(262)
Other post employment67 (83)67 (79)
8,399 (7,234)9,892 (9,445)
 20232022
 Plan
assets
£ million
Plan
liabilities
£ million
Plan
assets
£ million
Plan
liabilities
£ million
Pensions
United Kingdom4,578 (4,041)6,041 (4,897)
Ireland1,588 (1,310)1,645 (1,409)
United States441 (411)453 (408)
Other180 (194)191 (212)
Post employment medical2 (227)(225)
Other post employment57 (69)67 (83)
6,846 (6,252)8,399 (7,234)

The balance sheet analysis of the post employment plans is as follows:
 20222021
 
Non-
current
assets
(1)
£ million
Non-
current
liabilities
£ million
Non-
current
assets
(1)
£ million
Non-
current
liabilities
£ million
Funded plans1,553 (144)1,018 (279)
Unfunded plans (258)— (295)
1,553 (402)1,018 (574)
 20232022
 
Non-
current
assets
(1)
£ million
Non-
current
liabilities
£ million
Non-
current
assets
(1)
£ million
Non-
current
liabilities
£ million
Funded plans960 (132)1,553 (144)
Unfunded plans (241)— (258)
960 (373)1,553 (402)
(1) Includes surplus restriction of £14£7 million (2021(2022£3£14 million).

The disclosures have been prepared in accordance with IFRIC 14. In particular, where the calculation for a plan results in a surplus, the recognised asset is limited to the present value of any available future refunds from the plan or reductions in future contributions to the plan, and any additional liabilities are recognised as required. At 30 June 2022,2023, the DPS had a net surplus of £589 million (2022 – £1,174 million (2021
259

Financial statements (continued)
million; 2021 – £840 million; 2020 – £934 million) and the GIGPS had a net surplus of £260 million (2022 a surplus of £221 million (2021million; 2021 a deficit of £79 million; 2020 a deficit of £174 million) and other schemes in a net surplus totaledtotalled of £111 million (2022 – £158 million (2021million; 2021 – £178 million; 2020 - £177 million). Both of these
248

Financial statements (continued)
surpluses have been recognised, with no provision made against them, as they are expected to be recoverable through a combination of a reduction in future cash contributions or ultimately via a cash refund when the last member’s obligations have been met. 

(b) Principal risks and assumptions
The material post employment plans are not exposed to any unusual, entity-specific or scheme-specific risks but there are general risks:
Inflation – The majority of the plans’ obligations are linked to inflation. Higher inflation will lead to increased liabilities which is partially offset by the plans holding inflation linked gilts, swaps and caps against the level of inflationary increases.
Interest rate – The plan liabilities are determined using discount rates derived from yields on AA-rated corporate bonds. A decrease in corporate bond yields will increase plan liabilities though this will be partially offset by an increase in the value of the bonds held by the post employment plans.
Mortality – The majority of the obligations are to provide benefits for the life of the members and their partners, so any increase in life expectancy will result in an increase in the plans’ liabilities.
Asset returns – Assets held by the pension plans are invested in a diversified portfolio of equities, bonds and other assets. Volatility in asset values will lead to movements in the net deficit/surplus reported in the consolidated balance sheet for post employment plans which in addition will also impact the post employment expense in the consolidated income statement.
The following weighted average assumptions were used to determine the group’s deficit/surplus in the main post employment plans at 30 June in the relevant year. The assumptions used to calculate the charge/credit in the consolidated income statement for the year ending 30 June are based on the assumptions disclosed as at the previous 30 June.
 United KingdomIreland
United States(1)
 2022%2021%2020%2022%2021%2020%2022%2021%2020%
Rate of general increase in salaries(2)
3.6 3.4 3.2 3.8 3.0 2.6  — — 
Rate of increase to pensions in payment2.9 3.1 3.0 2.2 1.7 1.4  — — 
Rate of increase to deferred pensions2.6 2.5 2.1 2.3 1.6 1.2  — — 
Discount rate for plan liabilities3.8 1.9 1.5 3.2 1.0 1.2 4.4 2.7 2.6 
Inflation – CPI2.6 2.5 2.1 2.4 1.6 1.2 2.3 2.3 1.4 
Inflation - RPI3.1 3.0 2.8  — —  — — 
 United KingdomIreland
United States(1)
 2023%2022%2021%2023%2022%2021%2023%2022%2021%
Rate of general increase in salaries(2)
3.7 3.6 3.4 3.9 3.8 3.0  — — 
Rate of increase to pensions in payment2.9 2.9 3.1 2.3 2.2 1.7  — — 
Rate of increase to deferred pensions2.7 2.6 2.5 2.4 2.3 1.6  — — 
Discount rate for plan liabilities5.2 3.8 1.9 3.6 3.2 1.0 4.9 4.4 2.7 
Inflation – CPI2.7 2.6 2.5 2.5 2.4 1.6 2.2 2.3 2.3 
Inflation - RPI3.2 3.1 3.0  — —  — — 
(1)    The salary increase assumption in the United States is not a significant assumption as only a minimal amount of members’ pension entitlement is dependent on a member’s projected final salary.
(2)    The salary increase assumptions include an allowance for age-related promotional salary increases.

For the principal UK and Irish pension funds, the table below illustrates the expected age at death of an average worker who retires currently at the age of 65, and one who is currently aged 45 and subsequently retires at the age of 65:
 
United Kingdom(1)
Ireland(2)
United States
 2022
Age
2021
Age
2020
Age
2022
Age
2021
Age
2020
Age
2022
Age
2021
Age
2020
Age
Retiring currently at age 65
Male87.187.286.487.786.986.685.585.485.6
Female88.788.788.790.089.389.387.287.187.3
Currently aged 45, retiring at age 65
Male88.588.688.589.388.689.687.086.987.2
Female90.790.890.891.791.192.388.688.588.9
 
United Kingdom(1)
Ireland(2)
United States
 2023
Age
2022
Age
2021
Age
2023
Age
2022
Age
2021
Age
2023
Age
2022
Age
2021
Age
Retiring currently at age 65
Male86.887.187.287.287.786.985.685.585.4
Female88.488.788.789.690.089.387.287.287.1
Currently aged 45, retiring at age 65
Male88.188.588.688.889.388.687.187.086.9
Female90.490.790.891.391.791.188.788.688.5
(1)    Based on the CMI’s S3 mortality tables with scaling factors based on the experience of the plan and where people live, with suitable future improvements.
(2)    Based on the CMI's S3 mortality tables with scaling factors based on the experience of the plan, with suitable future improvements.

260249

Financial statements (continued)
For the significant assumptions, the following sensitivity analyses estimate the potential impacts on the consolidated income statement for the year ending 30 June 20232024 and on the plan liabilities at 30 June 20222023:
 United KingdomIrelandUnited States
Benefit/(cost)Operating
profit
£ million
Profit after
taxation
£ million
Plan
liabilities
(1)
£ million
Operating
profit
£ million
Profit after
taxation
£ million
Plan
liabilities
(1)
£ million
Operating
profit
£ million
Profit after
taxation
£ million
Plan
liabilities
(1)
£ million
Effect of 0.5% increase in discount rate2 19 336 1 4 96 1 3 22 
Effect of 0.5% decrease in discount rate(3)(17)(374)(1)(4)(108)(1)(3)(23)
Effect of 0.5% increase in inflation(2)(9)(246)(1)(3)(59) (1)(10)
Effect of 0.5% decrease in inflation2 10 260 1 3 57  1 9 
Effect of 1 year increase in life expectancy (6)(171) (2)(56) (1)(17)
 United KingdomIrelandUnited States
Benefit/(cost)Operating
profit
£ million
Profit after
taxation
£ million
Plan
liabilities
(1)
£ million
Operating
profit
£ million
Profit after
taxation
£ million
Plan
liabilities
(1)
£ million
Operating
profit
£ million
Profit after
taxation
£ million
Plan
liabilities
(1)
£ million
Effect of 0.5% increase in discount rate15 259 85 22 
Effect of 0.5% decrease in discount rate(2)(14)(267)(1)(4)(95)(2)(2)(24)
Effect of 0.5% increase in inflation(1)(8)(156)— (2)(49)— (1)(9)
Effect of 0.5% decrease in inflation173 — 50 — 8 
Effect of one year increase in life expectancy— (6)(131)— (2)(55)— (1)(15)
 
(1)    The estimated effect on the liabilities excludes the impact of any interest rate and inflation swaps held by the pension plans.
(i)    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 a change in the key assumption while holding all other assumptions constant. The sensitivity to inflation includes the impact on all inflation linked assumptions (e.g. pension increases and salary increases where appropriate).

(c) Investment and hedging strategy
The investment strategy for the group’s funded post employment plans is determined locally by the trustees of the plan and/or Diageo, as appropriate, and takes account of the relevant statutory requirements. The objective of the investment strategy is to achieve a target rate of return in excess of the movement on the liabilities, whilst taking an acceptable level of investment risk relative to the liabilities. This objective is implemented by using the funds of the plans to invest in a variety of asset classes that are expected over the long-term to deliver a target rate of return. The majority of the investment strategies have significant amounts allocated to equities, with the intention that this will result in the ongoing cost to the group of the post employment plans being lower over the long-term, within acceptable boundaries of risk. Significant amounts are invested in bonds, in order to provide a natural hedge against movements in the liabilities of the plans. At 30 June 2022,2023, approximately 88%97% and 90% (202198% (202286%100% and 90%103%) of the UK plans’ liabilities measured on the Trustee's funding basis (gilts+50bp) were hedged against future movements in gilt based interest rates and RPI inflation, respectively, through the combined effect of bonds and swaps. At 30 June 2022,2023, approximately 70%92% and 76% (2021112% (202262%70% and 76%) of the Irish plans’ liabilities measured on the Trustee's funding basis (euro-swaps+50bp) were hedged against future movements in euro government bond based interest rates and euro inflation, respectively, through the combined effect of bonds and swaps.
The discount rates used are based on the yields of high-quality fixed income investments. For the UK plans, which represent approximately 68%65% of total plan liabilities, the discount rate is determined by reference to the yield curves of AA-rated corporate bonds for which the timing and amount of cash outflows are similar to those of the plans. A similar process is used to determine the discount rates used for the non-UK plans.
261250

Financial statements (continued)
An analysis of the fair value of the plan assets is as follows:
2022
United Kingdom
£ million
Ireland
£ million
United States and other
£ million
Total
£ million
QuotedUnquotedQuotedUnquotedQuotedUnquotedQuotedUnquotedTotal
Equities23 1,218 — 319 70 105 93 1,642 1,735 
Bonds
Fixed-interest government86 — 30 49 152 51 268 319 
Inflation-linked government— — — 199 200 201 
Investment grade corporate— 68 — 388 25 222 25 678 703 
Non-investment grade44 557 200 47 758 805 
Loan securities11 1,271 — 98 — — 11 1,369 1,380 
Repurchase agreements2,400 (215)— — — — 2,400 (215)2,185 
Liability Driven Investment (LDI)— 119 — 46 — — — 165 165 
Property28 716 — 74 — 28 791 819 
Hedge funds— 107 — 92 — — 204 204 
Interest rate and inflation swaps— (900)— 37 — — — (863)(863)
Cash and other24 481 154 — 80 31 715 746 
Total bid value of assets2,532 3,508 9 1,637 146 567 2,687 5,712 8,399 
2023
United Kingdom
£ million
Ireland
£ million
United States and other
£ million
Total
£ million
QuotedUnquotedQuotedUnquotedQuotedUnquotedQuotedUnquotedTotal
Equities12 916 — 291 64 98 76 1,305 1,381 
Bonds
Fixed-interest government18 24 — 48 66 38 104 
Inflation-linked government— — — 96 98 100 
Investment grade corporate— 29 — 328 21 227 21 584 605 
Non-investment grade22 289 186 133 30 608 638 
Loan securities13 526 — 84 — — 13 610 623 
Repurchase agreements2,351 826 — — — — 2,351 826 3,177 
Liability Driven Investment (LDI)— — — 81 — — — 81 81 
Property29 462 — 62 — 29 525 554 
Hedge funds— — — 12 — — 17 17 
Interest rate and inflation swaps— (971)102 (18)— — 102 (989)(887)
Cash and other46 (14)347 — 69 51 402 453 
Total bid value of assets2,491 2,087 113 1,475 137 543 2,741 4,105 6,846 

2021
United Kingdom
£ million
Ireland
£ million
United States and other
£ million
Total
£ million
QuotedUnquotedQuotedUnquotedQuotedUnquotedQuotedUnquotedTotal
Equities— 604 306 70 106 72 1,016 1,088 
Bonds
Fixed-interest government86 61 — 81 47 133 146 279 
Inflation-linked government— — — 239 — — — 239 239 
Investment grade corporate13 499 — 355 24 367 37 1,221 1,258 
Non-investment grade17 134 115 10 21 259 280 
Loan securities58 1,731 278 — — 59 2,009 2,068 
Repurchase agreements4,512 (904)— — — — 4,512 (904)3,608 
Liability Driven Investment (LDI)210 — 66 — — 276 278 
Property— 685 — 72 — — 758 758 
Hedge funds— 101 — 139 — — 244 244 
Interest rate and inflation swaps— (994)— 108 — — — (886)(886)
Cash and other12 514 60 — 90 14 664 678 
Total bid value of assets4,700 2,641 7 1,819 143 582 4,850 5,042 9,892 
2022
United Kingdom
£ million
Ireland
£ million
United States and other
£ million
Total
£ million
QuotedUnquotedQuotedUnquotedQuotedUnquotedQuotedUnquotedTotal
Equities23 1,218 — 319 70 105 93 1,642 1,735 
Bonds
Fixed-interest government86 — 30 49 152 51 268 319 
Inflation-linked government— — — 199 200 201 
Investment grade corporate— 68 — 388 25 222 25 678 703 
Non-investment grade44 557 200 47 758 805 
Loan securities11 1,271 — 98 — — 11 1,369 1,380 
Repurchase agreements2,400 (215)— — — — 2,400 (215)2,185 
Liability Driven Investment (LDI)— 119 — 46 — — — 165 165 
Property28 716 — 74 — 28 791 819 
Hedge funds— 107 — 92 — — 204 204 
Interest rate and inflation swaps— (900)— 37 — — — (863)(863)
Cash and other24 481 154 — 80 31 715 746 
Total bid value of assets2,532 3,508 9 1,637 146 567 2,687 5,712 8,399 

(i)    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.

Total cash contributions by the group to all post employment plans in the year ending 30 June 20232024 are estimated to be approximately £70 million.£75 million ($95 million).



262251

Financial statements (continued)
(d) Deficit funding arrangements
UK plans
In the year ended 30 June 2011 the group established a Pension Funding Partnership (PFP) in respect of the UK Scheme. Whisky inventory was transferred into the partnership but the group retains control over the partnership which at 30 June 20222023 held inventory with a book value of £561£732 million (2021(2022£564£561 million). The partnership is fully consolidated in the group financial statements. The UK Scheme has a limited interest in the partnership and, as a partner, is entitled to a distribution from the profits of the partnership. The arrangement is expected to cease in 2030, and contributions to the UK scheme in any year will be dependent on the funding position of the UK scheme at the previous 31 March. Given the surplus funding position in the DPS, the contributionthere were no contributions to the DPS in the yearyears ended 30 June 2022 was nil (2021 - nil).2023 and 30 June 2022.
In 2030, the group will be required, dependent upon the funding position of the UK Scheme at that time, to pay an amount not greater than the actuarial deficit at that time, up to a maximum of £430 million in cash, to purchase the UK Scheme’s interest in the partnership. If the UK Scheme is in surplus at an actuarial triennial valuation excluding the value of the PFP, then the group can exit the PFP with the agreement of the trustees.
During the year ended 30 June 2023, following a remeasurement of the Diageo Lifestyle Plan, Diageo made a £16 million one-off deficit contribution to satisfy minimum funding requirement.

Irish plans
The group has agreed a deficit funding arrangement with the trustees31 December 2021 triennial actuarial valuation of the IrishGuinness Ireland Group Pension Scheme under which it contributeswas completed during the year ended 30 June 2023 showing the Scheme is fully funded on the Trustee’s ongoing funding basis and the statutory minimum funding standard basis. Given the fully funded position, no deficit contributions were payable in the year ended 30 June 2023 and the Trustee agreed to the Irish Scheme €23 million (£20 million) per annum untilcompany's request to terminate the year ending 30 June 2028. The agreement also provides for additional cash contributions up to €106 million (£91 million) if the deficit is not reduced at each triennial valuation in line with agreed deficit targets up to 2027. As part of this funding plan, Diageo has also granted to the Irish Scheme a contingent asset,arrangements comprising mortgages over certain land and buildings and fixed and floating charges over certain receivables of the group up to a value of €200 million (£172171 million) or. The company has agreed with the amountTrustee conditional contributions of the deficit at each triennial valuation if less. Theup to €35 million (£30 million) by 31 December 2021 triennial actuarial valuation2024, €39 million (£33 million) by 31 December 2027 and €39 million (£33 million) by 31 December 2030 if a deficit is currently underway and it will be agreed by Diageo and the trustee by the end of September.identified at those valuations.

(e) Timing of benefit payments
The following table provides information on the timing of the benefit payments and the average duration of the defined benefit obligations and the distribution of the timing of benefit payments:
 United KingdomIrelandUnited States
 2022
£ million
2021
£ million
2022
£ million
2021
£ million
2022
£ million
2021
£ million
Maturity analysis of benefits expected to be paid
Within one year295 288 70 84 58 52 
Between 1 to 5 years1,082 1,112 353 338 187 145 
Between 6 to 15 years2,556 2,606 704 656 310 247 
Between 16 to 25 years2,252 2,314 634 588 183 145 
Beyond 25 years2,787 2,840 768 746 174 138 
Total8,972 9,160 2,529 2,412 912 727 
yearsyearsyearsyearsyearsyears
Average duration of the defined benefit obligation15181518911
 United KingdomIrelandUnited States
 2023
£ million
2022
£ million
2023
£ million
2022
£ million
2023
£ million
2022
£ million
Maturity analysis of benefits expected to be paid
Within one year303 295 73 70 57 58 
Between 1 to 5 years1,090 1,082 367 353 174 187 
Between 6 to 15 years2,439 2,556 727 704 331 310 
Between 16 to 25 years2,244 2,252 645 634 206 183 
Beyond 25 years2,664 2,787 747 768 187 174 
Total8,740 8,972 2,559 2,529 955 912 
yearsyearsyearsyearsyearsyears
Average duration of the defined benefit obligation1415141599

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 on 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 to be accrued subsequently.

(f) Related party disclosures
Information on transactions between the group and its pension plans is given in note 21.

263252

Financial statements (continued)
15. Working capital

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 and raw materials 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 cost less any allowance for discounts and doubtful debts. Trade receivables arise from contracts with customers, and are recognised when performance obligations are satisfied, and the consideration due is unconditional as only the passage of time is required before the payment is received. Allowance losses are calculated by reviewing lifetime expected credit losses using historic and forward-looking data on credit risk.
Trade and other payables are initially recognised at fair value including transaction costs and subsequently carried at amortised costs. Contingent considerations recognised in business combinations are subsequently measured at fair value through income statement. The group evaluates supplier arrangements against a number of indicators to assess if the liability has the characteristics of a trade payable or should be classified as borrowings. This assessment considers the commercial purpose of the facility, whether payment terms are similar to customary payment terms, whether the group is legally discharged from its obligation towards suppliers before the end of the original payment term, and the group’s involvement in agreeing terms between banks and suppliers.
Provisions are liabilities of uncertain timing or amount. A provision is recognised if, as a result of a past event, the group has a present 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 a discounted basis. The carrying amounts of provisions are reviewed at each balance sheet date and adjusted to reflect the current best estimate.
(a) Inventories
 2022
£ million
2021
£ million
Raw materials and consumables489 348 
Work in progress86 60 
Maturing inventories5,229 4,668 
Finished goods and goods for resale1,290 969 
7,094 6,045 
 2023
£ million
2022
£ million
Raw materials and consumables543 489 
Work in progress132 86 
Maturing inventories5,794 5,229 
Finished goods and goods for resale1,192 1,290 
7,661 7,094 

Maturing inventories include whisk(e)y, rum, tequila and Chinese white spirits. The following amounts of inventories are expected to be utilised after more than one year:
 2022
£ million
2021
£ million
Raw materials and consumables15 17 
Maturing inventories3,713 3,296 
3,728 3,313 
 2023
£ million
2022
£ million
Raw materials and consumables23 15 
Maturing inventories4,063 3,713 
4,086 3,728 

Inventories are disclosed net of provisions for obsolescence, an analysis of which is as follows:
 2022
£ million
2021
£ million
2020
£ million
Balance at beginning of the year96 98 63 
Exchange differences6 (8)— 
Income statement charge6 20 47 
Utilised(13)(14)(12)
Sale of businesses(1)— — 
94 96 98 
 2023
£ million
2022
£ million
2021
£ million
Balance at beginning of the year94 96 98 
Exchange differences(27)(8)
Income statement charge55 20 
Utilised(19)(13)(14)
Sale of businesses(1)(1)— 
102 94 96 


264253

Financial statements (continued)
(b) Trade and other receivables

 20222021
 Current
assets
£ million
Non-current
assets
£ million
Current
assets
£  million
Non-current
assets
£ million
Trade receivables2,155  1,817 — 
Interest receivable18  35 — 
VAT recoverable and other prepaid taxes290 15 216 18 
Other receivables158 13 148 18 
Prepayments290 9 150 — 
Accrued income22  19 — 
2,933 37 2,385 36 
 20232022
 Current
assets
£ million
Non-current
assets
£ million
Current
assets
£  million
Non-current
assets
£ million
Trade receivables2,011  2,155 — 
Interest receivable12  18 — 
VAT recoverable and other prepaid taxes271 15 290 15 
Other receivables163 13 158 13 
Prepayments229 3 290 
Accrued income34  22 — 
2,720 31 2,933 37 

At 30 June 2022,2023, approximately 29%26%, 15%14% and 9%11% of the group’s trade receivables of £2,155£2,011 million are due from counterparties based in the United States, United Kingdom and India, respectively. Accrued income primarily represents amounts receivable from customers in respect of performance obligations satisfied but not yet invoiced.
The aged analysis of trade receivables, net of expected credit loss allowance, is as follows:
 2022
£ million
2021
£ million
Not overdue2,114 1,771 
Overdue 1 – 30 days19 15 
Overdue 31 – 60 days8 
Overdue 61 – 90 days5 
Overdue 91 – 180 days5 
Overdue more than 180 days4 10 
2,155 1,817 
 2023
£ million
2022
£ million
Not overdue1,967 2,114 
Overdue 1 – 30 days25 19 
Overdue 31 – 60 days7 
Overdue 61 – 90 days3 
Overdue 91 – 180 days6 
Overdue more than 180 days3 
2,011 2,155 

Trade and other receivables are disclosed net of expected credit loss allowance for doubtful debts, an analysis of which is as follows:
 2022
£ million
2021
£ million
2020
£ million
Balance at beginning of the year112 160 113 
Exchange differences6 (13)(3)
Income statement charge/(release)21 (15)55 
Written off(21)(20)(5)
118 112 160 
 2023
£ million
2022
£ million
2021
£ million
Balance at beginning of the year118 112 160 
Exchange differences(12)(13)
Income statement (release)/charge(3)21 (15)
Written off(14)(21)(20)
89 118 112 

Management has considered the credit risk on trade and other receivables. At 30 June 2022, this resulted in a charge of £21 million for impairment provisions recognised in the income statement. At 30 June 2020, £29 million out of the charge of £55 millionwas related to the expected credit loss allowance due to the global financial uncertainty arising from the Covid-19 pandemic.

265254

Financial statements (continued)
(c) Trade and other payables
 20222021
 Current
liabilities
£ million
Non-current
liabilities
£ million
Current
liabilities
£ million
Non-current
liabilities
£ million
Trade payables2,705  2,014 — 
Interest payable143  124 — 
Tax and social security excluding income tax696  656 — 
Other payables600 380 606 338 
Accruals1,635  1,152 — 
Deferred income90  72 — 
Dividend payable to non-controlling interests18  24 — 
5,887 380 4,648 338 
 20232022
 Current
liabilities
£ million
Non-current
liabilities
£ million
Current
liabilities
£ million
Non-current
liabilities
£ million
Trade payables2,659  2,705 — 
Interest payable237  143 — 
Tax and social security excluding income tax632  696 — 
Other payables432 368 600 380 
Accruals1,229  1,635 — 
Deferred income73  90 — 
Dividend payable to non-controlling interests38  18 — 
5,300 368 5,887 380 

Interest payable at 30 June 20222023 includes interest on non-derivative financial instruments of £141£217 million (2021(2022£122£141 million). Accruals at 30 June 20222023 include £613£561 million (2021(2022£455£613 million) accrued discounts attributed to sales recognised. Deferred income represents amounts paid by customers in respect of performance obligations not yet satisfied. The amount of contract liabilities recognised as revenue in the current year is £72£90 million (2021(2022£7972 million). Non-current liabilities include the net present value of contingent consideration in respect of prior acquisitions of £353£293 million (2021(2022£320£353 million). For further information on contingent consideration, please refer to note 16 (g).

Together with the group’s partner banks, supply chain financing (SCF) facilities are provided to suppliers in certain countries. These arrangements enable suppliers to receive funding earlier than the invoice due date at their discretion and at their own cost. Payment terms continue to be agreed directly between the group and suppliers, independently from the availability of SCF facilities. Liabilities are settled in accordance with the original due date of invoices. The group does not incur any fees or receive any rebates where the suppliers choose to utilise these facilities. The group has determined that it is appropriate to present amounts outstanding subject to SCF arrangements as trade payables. Consistent with this classification, cash flows are presented either as operating cash flows or cash flows from investing activities, when related to the acquisition of non-current assets. At 30 June 2022,2023, the amount that has been subject to SCF and accounted for as trade payables was £750£727 million (2021(2022£465£789 million).

(d) Provisions
Thalidomide
£ million
Other
£ million
Total
£ million
At 30 June 2021190 222 412 
Exchange differences 18 18 
Disposal of businesses (6)(6)
Provisions charged during the year 65 65 
Provisions utilised during the year(16)(73)(89)
Transfers from other payables 12 12 
Unwinding of discounts4 1 5 
At 30 June 2022178 239 417 
Current liabilities12 147 159 
Non-current liabilities166 92 258 
178 239 417 
Thalidomide
£ million
Other
£ million
Total
£ million
At 30 June 2022178 239 417 
Exchange differences(1)(26)(27)
Disposal of businesses (2)(2)
Provisions charged during the year 31 31 
Provisions utilised during the year(14)(61)(75)
Transfers from other payables 12 12 
Unwinding of discounts5 1 6 
At 30 June 2023168 194 362 
Current liabilities13 106 119 
Non-current liabilities155 88 243 
168 194 362 
 
(i) Provisions have been established in respect of the discounted value of the group’s commitment to the UK and Australian Thalidomide Trusts. These provisions will be utilised over the period of the commitments up to 2037.
(ii) The largest item in other provisions at 30 June 20222023 is £49£51 million (2021(2022£45£49 million) in respect of employee deferred compensation plans which will be utilised when employees leave the group.

266255

Financial statements (continued)
Risk management and capital structure

Introduction
This section sets out the policies and procedures applied to manage the group’s capital structure and the financial risks the group is exposed to. Diageo considers the following components of its balance sheet to be capital: borrowings and equity. 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.

16. Financial instruments and risk management

Accounting policies

Financial assets and liabilities are initially recorded at fair value including, where permitted by IFRS 9, 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: financial assets and liabilities at amortised cost, financial assets and liabilities at fair value through income statement and financial assets at fair value through other comprehensive income.
The accounting policies for other investments and loans are described in note 13, for trade and other receivables and payables in note 15 and for cash and cash equivalents in note 17.
Financial assets and liabilities at fair value through income statement include derivative assets and liabilities. Where financial assets or liabilities are eligible to be carried at either amortised cost or fair value through other comprehensive income, the group does not apply the fair value option.
Derivative financial instruments are carried at fair value using a discounted cash flow model 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 to the income statement as they arise.
Other financial liabilities are carried at amortised cost unless they are part of a fair value hedge relationship. The difference between the initial 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. Financial liabilities in respect of the Zacapa acquisition are recognised at fair value.

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), commodity price risk of highly probable forecast transactions, oras well as the cash flow risk from a change in exchange or interest rates (cash flow hedges) and hedges of net investments in foreign operations (net investment hedges). The designated portion of the hedging instruments is included in other financial assets and liabilities on the consolidated balance sheet. The effectiveness of such hedges is assessed at inception and at least on a quarterly basis, using prospective testing. Methods used for testing effectiveness include dollar offset, critical terms, regression analysis and hypothetical models.
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 a hedge relationship no longer meets hedge accounting criteria, 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 hedgeshedges are used to hedge the foreign currency risk of highly probable future foreign currency cash flows, the commodity price risk of highly probable future transactions, 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, commodity or interest exposure affects the income 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 currency 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.
267256

Financial statements (continued)
The group’s funding, liquidity and exposure to foreign currency and interest rate risks are managed by the group’s treasury department. The treasury department uses a range of financial instruments to manage these underlying risks.
Treasury operations are conducted within a framework 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 application of the Board-approved strategies. Transactions arising from the application of this flexibility are carried at fair value, gains or losses are taken to the income statement as they arise and are separately monitored on a daily basis using Value at Risk analysis. In the years ended 30 June 20222023 and 30 June 20212022 gains and losses on these transactions were not material. The group does not use derivatives for speculative purposes. All transactions in derivative financial instruments are initially undertaken to manage the risks arising from underlying business activities.
The group purchases insurance for commercial or, where required, for legal or contractual reasons. In addition, the group retains insurable risk where external insurance is not considered an economic means of mitigating these risks.
The Finance Committee receives a quarterly report on the key activities of the treasury department, however any exposures which differ from the defined benchmarks are reported as they arise.

(a) Currency risk
The group presents its consolidated financial statements in sterling and conducts business in many currencies. As a result, it is subject to foreign currency risk due to exchange rate movements, which will affect the group’s transactions and the translation of the results and underlying net assets of its operations. To manage the currency risk, the group uses certain financial instruments. Where hedge accounting is applied, hedges are documented and tested for effectiveness on an ongoing basis.

Hedge of net investment in foreign operations
The group hedges a certain portion of its exposure to fluctuations in the sterling value of its foreign operations by designating borrowings held in foreign currencies and using foreign currency spots, forwards, swaps and other financial derivatives. For the year ended 30 June 20222023 the group’s guidanceintention was to maintain total net investment Value at Risk to total net asset value below 20%, where Value at Risk is defined as the maximum amount of loss over a one-year period with a 95% probability confidence level.
At 30 June 20222023 foreign currency borrowings designated in net investment hedge relationships amounted to £8,742£10,627 million (2021 £7,780(2022 £8,742 million), including financial derivatives.

Hedge of foreign currency debt
The group uses cross currency interest rate swaps to hedge the foreign currency risk associated with certain foreign currency denominated borrowings.

Transaction exposure hedging
The group’s policy is to hedge forecast transactional foreign currency risk on the net US dollar exposuremajor currency pair exposures up to 24 months, targeting 75% coverage for the current financial year, and on other currency exposures up to 18 months. The group’s exposure to foreign currency risk arising principally on forecasted sales transactions is managed using forward agreements and options.
(b) Interest rate risk
The group has an exposure to interest rate risk, arising principally on changes in US dollar, euro and sterling interest rates. To manage interest rate risk, the group manages its proportion of fixed to floating rate borrowings within limits approved by the Board, primarily through issuing fixed and floating rate borrowings, and by utilising interest rate swaps. These practices aim to minimise the group’s net finance charges with acceptable year-on-year volatility. To facilitate operational efficiency and effective hedge accounting, for the year ended 30 June 20222023 the group’s policy was to maintain fixed rate borrowings within a band of 40% to 90%. of forecast net borrowings. For these calculations, net borrowings exclude interest rate related fair value adjustments. The majority of the group’s existing interest rate derivatives are designated as hedges and are expected to be effective. Fair value of these derivatives is recognised in the income statement, along with any changes in the relevant fair value of the underlying hedged asset or liability. The group's net borrowings interest rate profile as at 30 June 2022 and 2021of the group's net borrowings is as follows:
 20222021
 £ million%£ million%
Fixed rate11,070 78 9,278 77 
Floating rate(1)
2,612 19 2,521 21 
Impact of financial derivatives and fair value adjustments(20) (53)(1)
Lease liabilities475 3 363 
Net borrowings14,137 100 12,109 100 
 20232022
 £ million%£ million%
Fixed rate11,961 77 11,070 78 
Floating rate(1)
3,225 21 2,612 19 
Impact of financial derivatives and fair value adjustments(93)(1)(20)— 
Lease liabilities448 3 475 
Net borrowings15,541 100 14,137 100 
(1) The floating rate portion of net borrowings includes cash and cash equivalents, collaterals, floating rate loans and bonds and bank overdrafts.

268257

Financial statements (continued)
The table below sets out the average monthly net borrowings and effective interest rate:
Average monthly net borrowingsEffective interest rate
2022
£ million
2021
£ million
2020
£ million
2022
%
2021
%
2020
%
12,692 12,702 12,708 2.72.72.6
Average monthly net borrowingsEffective interest rate
2023
£ million
2022
£ million
2021
£ million
2023
%
2022
%
2021
%
15,244 12,692 12,702 3.92.72.7
(i)     For this calculation, net interest charge excludes fair value adjustments to derivative financial instruments and average monthly net borrowings include the impact of interest rate swaps that are no longer in a hedge relationship but exclude the market value adjustment for cross currency interest rate swaps.

IBOR reform
In accordance with the UK Financial Conduct Authority’s announcement on 5 March 2021, LIBOR benchmark rates were discontinued after 31 December 2021, except for the majority of the US dollar settings which will beare discontinued afterfrom 30 June 2023. There have been amendments to the contractual terms of IBOR-referenced interest rates and the corresponding update of the hedge designations. By 30 June 2022, changes required to systems and processes in relation to the fair valuation of financial instruments were implemented and the transition had no material tax or accounting implications. The group also evaluated the implications of the reference rate changes in relation to other valuation models and credit risk, and concluded that they were not material.
In line with the relief provided by the amendment, the group assumes that the interest rate benchmark on which the cash flows of the hedged item, the hedging instrument or the hedged risk are based are not altered by the IBOR reform. The derivative hedging instruments provide a close approximation to the extent and nature of the risk exposure the group manages through hedging relationships.
Included in floating rate net borrowings are interest rate swaps designated in fair value hedges, with a notional amount of £2,893£2,063 million (2021: £2,338(2022 – £2,893 million) whose interest rates are based on USD LIBOR. In preparation for the discontinuation of USD LIBOR, the group will amendhave amended these agreements to either reference the Secured Overnight Financing Rate or include mechanics for selecting an alternative rate ensuring that(SOFR) resulting in economically equivalent trades upon transition. The floating legs of the transitioned trades will become SOFR based subsequent to the amendments the agreements will be economically equivalent on transition date.last USD LIBOR based interest payments.

(c) Commodity price risk
Commodity price risk is managed in line with the principles approved by the Board either through long-term purchase contracts with suppliers or, where appropriate, derivative contracts. The group policy is to maintain the Value at Risk of commodity price risk arising from commodity exposures below 75 bps of forecast gross profit in any given financial year. Where derivative contracts are used, the commodity price risk exposure is hedged up to 24 months of forecast volume through exchange-traded and over-the-counter contracts (futures, forwards and swaps) and cash flow hedge accounting is applied.

(d) Market risk sensitivity analysis
The group uses a sensitivity analysis that estimates the impacts on the consolidated income statement and other comprehensive income of either an instantaneous increase or decrease of 0.5% in market interest rates or a 10% strengthening or weakening in sterling against all other currencies, from the rates applicable at 30 June 2022 and 30 June 2021, for each class of financial instruments on the consolidated balance sheet at these dates with all other variables remaining constant. The sensitivity analysis excludes the impact of market risk on the net post employment benefit liabilities and assets, and corporate tax payable. This analysis is for illustrative purposes only, as in practice interest and foreign exchange rates rarely change in isolation.
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.
 Impact on income
 statement
gain/(loss)
Impact on consolidated
comprehensive income
gain/(loss)
(1) (2)
2022202120222021
£ million£ million£ million£ million
0.5% decrease in interest rates13 13 31 23 
0.5% increase in interest rates(13)(13)(30)(22)
10% weakening of sterling(33)(32)(1,125)(1,008)
10% strengthening of sterling28 27 922 825 
 Impact on income
 statement
gain/(loss)
Impact on consolidated
comprehensive income
gain/(loss)
(1) (2)
2023202220232022
£ million£ million£ million£ million
0.5% decrease in interest rates16 13 36 31 
0.5% increase in interest rates(16)(13)(35)(30)
10% weakening of sterling(45)(33)(1,336)(1,125)
10% strengthening of sterling36 28 1,093 922 
(1)    The impact on foreign currency borrowings and derivatives in net investment hedges is largely offset by the foreign exchange difference arising on the translation of net investments.
(2)    The impact on the consolidated statement of comprehensive income includes the impact on the income statement.

269258

Financial statements (continued)
(e) Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the group. Credit risk arises on cash balances (including bank deposits and cash and cash equivalents), derivative financial instruments and credit exposures to customers, including outstanding loans, trade and other receivables, financial guarantees and committed transactions.
The carrying amount of financial assets of £5,445£4,637 million (2021 (2022£5,360£5,445 million) represents the group’s exposure to credit risk at the balance sheet date as disclosed in section (i), excluding the impact of any collateral held or other credit enhancements. A financial asset is in default when the counterparty fails to pay its contractual obligations. Financial assets are written off when there is no reasonable expectation of recovery.
Credit risk is managed separately for financial and business related credit exposures.


Financial credit risk
Diageo aims to minimise its financial credit risk through the application of risk management policies approved and monitored by the Board. Counterparties are predominantly limited to investment grade banks and financial institutions, and policy restricts the exposure to any one counterparty by setting credit limits taking into account the credit quality of the counterparty. The group’s policy is designed to ensure that individual counterparty limits are adhered to and that there are no significant concentrations of credit risk. The Board also defines the types of financial instruments which may be transacted. The credit risk arising through the use of financial instruments for currency, interest rate and commodity price risk management is estimated with reference to the fair value of contracts with a positive value, rather than the notional amount of the instruments themselves. Diageo annually reviews the credit limits applied and regularly monitors the counterparties’ credit quality reflecting market credit conditions.
When derivative transactions are undertaken with bank counterparties, the group may, where appropriate, enter into certain agreements with such bank counterparties whereby the parties agree to post cash collateral for the benefit of the other if the net valuations of the derivatives are above a predetermined threshold. At 30 June 2022,2023, the collateral held under these agreements amounted to $(19) million (£(15) million) (2022 – $23 million (£19 million) (2021 – $136 million (£98 million)).

Business related credit risk
Exposures from loan, trade and other receivables are managed locally in the operating units where they arise and active risk management is applied, focusing on country risk, credit limits, ongoing credit evaluation and monitoring procedures. There is no significant concentration of credit risk with respect to loans, trade and other receivables as the group has a large number of customers which are internationally dispersed.

(f) Liquidity risk
Liquidity risk is the risk of Diageo encountering difficulties in meeting its obligations associated with financial liabilities that are settled by delivering cash or other financial assets. The group uses short-term commercial paper to finance its day-to-day operations. The group’s policy with regard to the expected maturity profile of borrowings is to limit the amount of such borrowings maturing within 12 months to 50% of gross borrowings less money market demand deposits, and the level of commercial paper to 30% of gross borrowings less money market demand deposits. In addition, the group’s policy is to maintain backstop facilities with relationship banks to support commercial paper obligations.
The following tables provide an analysis of the anticipated contractual cash flows including interest payable for the group’s financial liabilities and derivative instruments on an undiscounted basis. Where interest payments are calculated at a floating rate, rates of each cash flow until maturity of the instruments are calculated based on the forward yield curve prevailing at the respective year ends. The gross cash flows of cross currency swaps are presented for the purposes of this table. All other derivative contracts are presented on a net basis. Financial assets and liabilities are presented gross in the consolidated balance sheet although, in practice, the group uses netting arrangements to reduce its liquidity requirements on these instruments.

270259

Financial statements (continued)
Contractual cash flows
 Due within
1 year
£ million
Due between
1 and 3  years
£ million
Due between
3 and 5 years
£ million
Due after
5 years
£ million
Total
£ million
Carrying
amount at
balance
sheet date
£ million
2022
Borrowings(1)
(1,524)(2,842)(2,738)(9,276)(16,380)(16,020)
Interest on borrowings(1)(2)
(427)(626)(560)(1,622)(3,235)(141)
Lease capital repayments(85)(107)(61)(222)(475)(475)
Lease future interest payments(13)(20)(16)(44)(93) 
Trade and other financial liabilities(3)
(4,765)(123)(142)(126)(5,156)(5,145)
Non-derivative financial liabilities(6,814)(3,718)(3,517)(11,290)(25,339)(21,781)
Cross currency swaps (gross)
Receivable851 90 90 1,442 2,473  
Payable(783)(56)(56)(958)(1,853) 
Other derivative instruments (net)(86)(123)(78)(65)(352) 
Derivative instruments(2)
(18)(89)(44)419 268 22 
2021
Borrowings(1)
(1,859)(2,590)(2,788)(7,498)(14,735)(14,727)
Interest on borrowings(1)(2)
(390)(552)(467)(1,375)(2,784)(122)
Lease capital repayments(82)(92)(45)(144)(363)(363)
Lease future interest payments(9)(12)(8)(25)(54)— 
Trade and other financial liabilities(3)
(3,800)(71)(108)(191)(4,170)(4,125)
Non-derivative financial liabilities(6,140)(3,317)(3,416)(9,233)(22,106)(19,337)
Cross currency swaps (gross)
Receivable57 780 79 1,294 2,210 — 
Payable(41)(811)(56)(986)(1,894)— 
Other derivative instruments (net)143 54 — (23)174 — 
Derivative instruments(2)
159 23 23 285 490 312 
 Due within
1 year
£ million
Due between
1 and 3 years
£ million
Due between
3 and 5 years
£ million
Due after
5 years
£ million
Total
£ million
Carrying
amount at
balance
sheet date
£ million
2023
Borrowings(1)
(1,707)(3,615)(2,980)(8,652)(16,954)(16,502)
Interest on borrowings(1)(2)
(541)(750)(623)(1,503)(3,417)(217)
Lease capital repayments(75)(104)(69)(200)(448)(448)
Lease future interest payments(18)(28)(19)(37)(102) 
Trade and other financial liabilities(3)
(4,417)(231)(122)(96)(4,866)(4,782)
Non-derivative financial liabilities(6,758)(4,728)(3,813)(10,488)(25,787)(21,949)
Cross currency swaps (gross)
Receivable43 87 87 1,341 1,558 
Payable(28)(56)(56)(930)(1,070)
Other derivative instruments (net)19 (88)(79)(54)(202)
Derivative instruments(2)
34 (57)(48)357 286 134 
2022
Borrowings(1)
(1,524)(2,842)(2,738)(9,276)(16,380)(16,020)
Interest on borrowings(1)(2)
(427)(626)(560)(1,622)(3,235)(141)
Lease capital repayments(85)(107)(61)(222)(475)(475)
Lease future interest payments(13)(20)(16)(44)(93)— 
Trade and other financial liabilities(3)
(4,765)(123)(142)(126)(5,156)(5,145)
Non-derivative financial liabilities(6,814)(3,718)(3,517)(11,290)(25,339)(21,781)
Cross currency swaps (gross)
Receivable851 90 90 1,442 2,473 
Payable(783)(56)(56)(958)(1,853)
Other derivative instruments (net)(86)(123)(78)(65)(352)
Derivative instruments(2)
(18)(89)(44)419 268 22 
(1)    For the purpose of these tables, borrowings are defined as gross borrowings excluding lease liabilities and fair value of derivative instruments as disclosed in note 17.
(2)    Carrying amount of interest on borrowings, interest on derivatives and interest on other payable is included within interest payable in note 15.
(3)    Primarily consists of trade and other payables that meet the definition of financial liabilities under IAS 32.
The group had available undrawn committed bank facilities as follows:
 
2022
£ million
2021
£ million
Expiring within one year793 540 
Expiring between one and two years103 691 
Expiring after two years1,893 1,287 
2,789 2,518 
 
2023
£ million
2022
£ million
Expiring within one year99 793 
Expiring between one and two years496 103 
Expiring after two years2,083 1,893 
2,678 2,789 

The facilities can be used for general corporate purposes and, together with cash and cash equivalents, support the group’s commercial paper programmes.
There are no financial covenants on the group’s material short- and long-term borrowings. Certain of these borrowings contain cross default provisions and negative pledges.
The committed bank facilities are subject to a single financial covenant, being minimum interest cover ratio of two times (defined as the ratio of operating profit before exceptional items, aggregated with share of after tax results of associates and joint ventures, to net interest charges). They are also subject to pari passu ranking and negative pledge covenants.
Any non-compliance with covenants underlying Diageo’s financing arrangements could, if not waived, constitute an event of default with respect to any such arrangements, and any non-compliance with covenants may, in particular circumstances, lead to an acceleration of maturity on certain borrowings and the inability to access committed facilities. Diageo was in full compliance with its financial, pari passu ranking and negative pledge covenants in respect of its material short- and long-term borrowings throughout each of the years presented.
271260

Financial statements (continued)

(g) Fair value measurements
Fair value measurements of financial instruments are presented through the use of a three-level fair value hierarchy that prioritises the valuation techniques used in fair value calculations.
The group maintains policies and procedures to value instruments using the most relevant data available. If multiple inputs that fall into different levels of the hierarchy are used in the valuation of an instrument, the instrument is categorised on the basis of the most subjective input.
Foreign currency forwards and swaps, cross currency swaps and interest rate swaps are valued using discounted cash flow techniques. These techniques incorporate inputs at levels 1 and 2, such as foreign exchange rates and interest rates. These market inputs are used in the discounted cash flow calculation incorporating the instrument’s term, notional amount and discount rate, and taking credit risk into account. As significant inputs to the valuation are observable in active markets, these instruments are categorised as level 2 in the hierarchy.
Other financial liabilities include a put option, which does not have an expiry date, held by Industrias Licoreras de Guatemala (ILG) to sell the remaining 50% equity stake in Rum Creation & Products Inc., the owner of the Zacapa rum brand, to Diageo. The liability is fair valued using the discounted cash flow method and as at 30 June 20222023, an amount of £216£218 million (30 June 20212022£149£216 million) is recognised as a liability with changes in the fair value of the put option included in retained earnings. As the valuation of this option uses assumptions not observable in the market, it is categorised as level 3 in the hierarchy. As at 30 June 2022,2023, because it is unknown when or if ILG will exercise the option, the liability is measured as if the exercise date is on the last day of the next financial year considering forecast future performance. The option is sensitive to reasonably possible changes in assumptions. Ifassumptions; if the option were to be exercised as at 30 June 2024,2025, the fair value of the liability would increase by approximately £69 million.£30 million.
Included in other financial liabilities, the contingent consideration on acquisition of businesses represents the present value of payments up to £381£422 million linked to certain performance targets, which are expected to be paid over the next eight years.years.
Contingent considerations linked to certain volume targets at 30 June 2023 included £113 million in respect of the acquisition of Aviation Gin and Davos Brands (2022 – £157 million), £59 million in respect of the acquisition of 21Seeds (2022 – £59 million) and £18 million in respect of the acquisition of Lone River Ranch Water (2022 – £57 million). Contingent consideration of £70 million in respect of the acquisition of Don Papa Rum (2022 – £nil) is linked to certain financial performance targets. Contingent considerations are fair valued based on discounted cash flow method using assumptions not observable in the market. Contingent considerations are sensitive to possible changes in assumptions; a 10% increase or decrease in volume would increase or decrease the fair value of contingent considerations linked to certain volume targets by approximately £30 million and £50 million, respectively, and a 10% increase or decrease in cash flows would increase or decrease the fair value of contingent considerations linked to certain financial performance targets by approximately £25 million.
There were no significant changes in the measurement and valuation techniques, or significant transfers between the levels of the financial assets and liabilities in the year ended 30 June 2022.2023.
The group’s financial assets and liabilities measured at fair value are categorised as follows:
 
2022
£ million
2021
£ million
Derivative assets480 443 
Derivative liabilities(456)(129)
Valuation techniques based on observable market input (Level 2)24 314 
Financial assets - other184 138 
Financial liabilities - other(587)(578)
Valuation techniques based on unobservable market input (Level 3)(403)(440)
 
2023
£ million
2022
£ million
Derivative assets594 480 
Derivative liabilities(440)(456)
Valuation techniques based on observable market input (Level 2)154 24 
Financial assets - other192 184 
Financial liabilities - other(529)(587)
Valuation techniques based on unobservable market input (Level 3)(337)(403)
In the years ended 30 June 20222023 and 30 June 2021,2022, the increase in financial assets - other of £8 million (2022 – £46 million (2021 – £22 million) is principally in respect of acquisitions.
261

Financial statements (continued)
The movements in level 3 instruments, measured on a recurring basis, are as follows:
 Zacapa
financial
liability
Contingent consideration recognised on acquisition of businesses(1)
Zacapa
financial
liability
Contingent consideration recognised on acquisition of businesses(1)
2022202220212021
£ million£ million£ million£ million
At the beginning of the year(149)(429)(167)(249)
Net (losses)/gains included in the income statement(20)62 (7)(47)
Net (losses)/gains included in exchange in other comprehensive income(26)(39)21 31 
Net losses included in retained earnings(34) (2)— 
Acquisitions (70)— (253)
Settlement of liabilities13 105 89 
At the end of the year(216)(371)(149)(429)
 Zacapa
financial
liability
Contingent consideration recognised on acquisition of businessesZacapa
financial
liability
Contingent consideration recognised on acquisition of businesses
2023202320222022
£ million£ million£ million£ million
At the beginning of the year(216)(371)(149)(429)
Net (losses)/gains included in the income statement(8)117 (20)62 
Net gains/(losses) included in exchange in other comprehensive income9 11 (26)(39)
Net losses included in retained earnings(16) (34)— 
Acquisitions (76)— (70)
Settlement of liabilities13 8 13 105 
At the end of the year(218)(311)(216)(371)
(1)    Included in the balance at 30 June 2022 is £157 million in respect of the acquisition of Aviation Gin and Davos Brands (2021 – £177 million), £59 million in respect of the acquisition of 21Seeds, £57 million in respect of the acquisition of Lone River Ranch Water (2021 – £49 million) and £nil in respect of the acquisition of Casamigos as it was fully repaid on 17 September 2021 (2021- £80 million).

(h) Results of hedge relationships
The group targets a one-to-one hedge ratio. StrengthThe strength of the economic relationship between the hedged items and the hedging instruments areis analysed on an ongoing basis. Ineffectiveness can arise from subsequent change in the forecast transactions as a result of altereddifferences in timing, cash flows or value except when the critical terms of the hedging instrument and hedged item are closely aligned.
272

Financial statements (continued)
The change in the credit risk of the hedging instruments or the hedged items is not expected to be the primary factor in the economic relationship.
The notional amounts, contractual maturities and rates of the hedging instruments designated in hedging relationships as of 30 June 2022 and 30 June 2021 by the main risk categories are as follows:
Notional amounts
£ million
Maturity
Range of hedged rates(1)
20222023
Net investment hedges
Derivatives in net investment hedges of foreign operations11637 July 20222023Turkish lira 22.27US dollar 1.27
Cash flow hedges
Derivatives in cash flow hedge (foreign currency debt)1,694873September 2036 - April 2043US dollar 1.60 - 1.88
Derivatives in cash flow hedge (foreign currency risk)1,734September 2023 - December 2024
US dollar 1.05 - 1.33,
Mexican peso 14.76 - 18.38
Derivatives in cash flow hedge (commodity price risk)217July 2023 - September 2024
Feed Wheat: 183.75 - 240.00 USD/Bu
LME Aluminium: 2,248 - 3,399 USD/Mt
Fair value hedges
Derivatives in fair value hedge (interest rate risk)3,999September 2023 - April 2030(0.01) - 3.09%
2022
Net investment hedges
Derivatives in net investment hedges of foreign operations11 July 2022Turkish lira 22.27
Cash flow hedges
Derivatives in cash flow hedge (foreign currency debt)1,694 April 2023 - April 2043US dollar 1.22 - 1.88
Derivatives in cash flow hedge (foreign currency risk)1,874 September 2022 - June 2024US dollar 1.22 - 1.42, euro 1.13 - 1.17
Derivatives in cash flow hedge (commodity price risk)234 July 2022 - March 2024
Natural Gas: 1.67 - 3.57 GBP/therm(ec)
LME Aluminium: 2,009 - 3,399 USD/Mt
Fair value hedges
Derivatives in fair value hedge (interest rate risk)4,444September 2022 - April 2043(0.01) - 3.09%
2021
Net investment hedges
Derivatives in net investment hedges of foreign operations11 July 2021Turkish lira 11.86 - 12.22
Cash flow hedges
Derivatives in cash flow hedge (foreign currency debt)1,475 April 2023 - April 2043US dollar 1.22 - 1.88
Derivatives in cash flow hedge (foreign currency risk)1,303 September 2021 - December 2022US dollar 1.19 - 1.42, euro 1.07 - 1.16
Derivatives in cash flow hedge (commodity price risk)93 July 2021 - May 2023
Corn: 3.63 - 5.17 USD/Bu
LME Aluminium: 1,631 - 2,421 USD/Mt
Fair value hedges
Derivatives in fair value hedge (interest rate risk)4,6464,444 October 2021September 2022 - April 2030(0.01) - 3.09%
(1)    In case of derivatives in cash flow hedges (commodity price risk and foreign currency risk), the range of the most significant contract’s hedged rates are presented.

For hedges of the cash flow risk from a change in forward exchange rates using cross currency interest rate swaps, the retranslation of the related bond principal to closing exchange rates and recognition of interest on the related bonds will affect the income statement in each year until the related bonds mature in 2023, 2036 and 2043. Exchange retranslation and the interest on the hedged bonds in the income statement are expected to offset those on the cross currency swaps in each of the years.
In respect of cash flow hedging instruments, a gain of £247 million (2022 – £124 million (2021gain; 2021 – £157 million loss; 2020 – £173 million gain)loss) was recognised in other comprehensive income due to changes in fair value. A lossgain of £42£13 million was transferred out of other comprehensive income to other operating expenses and a gainloss of £239£54 million to other finance charges, respectively, (2021(2022 – a loss of £42 million and a gain of £239 million; 2021 – a loss of £10 million and a loss of £175 million; 2020 – a loss of £42 million and a gain of £75 million) to offset the foreign exchange impact on the underlying transactions. A gain of £33 million (2022 – £46 million (2021gain, 2021 – £2 million gain, 2020 – £8 million loss)gain) was transferred out of other
262

Financial statements (continued)
comprehensive income to operating profit in relation to commodity hedges. The carrying amount of hedged items recognised in the consolidated balance sheet in relation to hedges of cash flow risk arising from foreign currency debts equals the notional value of the hedging instruments at 30 June 20222023 and are included within borrowings. The notional amount for cash flow hedges of foreign currency debt at 30 June 20222023 was £1,694£873 million (2021 (2022£1,475£1,694 million).
For cash flow hedges of forecast transactions at 30 June 2022,2023, based on year end interest and exchange rates, a gain to the income statement of £18£143 million in the year ending 30 June 2023 and a loss of £7 million in the year ending 30 June 2024 and a gain of £20 million in the year ending 30 June 2025 is expected to be recognised.
In respect of hedges of foreign currency borrowings that are no longer applicable at 30 June 2022,2023, a loss of £19£18 million (2021 (2022 – a loss of £20£19 million) was reported in reserves. There was no significant ineffectiveness on net investment and cash flow hedges during the year ended 30 June 2022.2023.
The £4,444£3,999 million (2021 (2022 – £4,646£4,444 million) notional value of hedged items in fair value hedges equals to the notional value of hedging instruments designated in these relationships at 30 June 20222023 and the carrying amount of hedged items are included within borrowings in the consolidated balance sheet.
For fair value hedges that are no longer applicable, the accumulated fair value changes shown on the consolidated balance sheet at 30 June 20222023 was £nil (2022 – £1 million (2021 – £5 million).
273

Financial statements (continued)
The following table sets out information regarding the effectiveness of hedging relationships designated by the group, as well as the impacts on the income statement and other comprehensive income:
At the beginning
 of the year
£ million
Consolidated Income
 statement
£ million
Consolidated statement of comprehensive income
£ million
Other
£ million
At the end
of the year
£ million
2022
Net investment hedges
Derivatives in net investment hedges of foreign operations  5 (6)(1)
Cash flow hedges
Derivatives in cash flow hedge (foreign currency debt)154 239 (6)(20)367 
Derivatives in cash flow hedge (foreign currency risk)53 (11)(130)11 (77)
Derivatives in cash flow hedge (commodity price risk)16 46 32 (44)50 
Fair value hedges
Derivatives in fair value hedge (interest rate risk)63 (346)  (283)
Fair value hedge hedged item(65)341   276 
Instruments in fair value hedge relationship(2)(5)  (7)
2021
Net investment hedges
Derivatives in net investment hedges of foreign operations— — (3)— 
Cash flow hedges
Derivatives in cash flow hedge (foreign currency debt)469 (175)(123)(17)154 
Derivatives in cash flow hedge (foreign currency risk)(58)(26)111 26 53 
Derivatives in cash flow hedge (commodity price risk)(9)39 (16)16 
Fair value hedges
Derivatives in fair value hedge (interest rate risk)189 (126)— — 63 
Fair value hedge hedged item(189)124 — — (65)
Instruments in fair value hedge relationship— (2)— — (2)
At the beginning
 of the year
£ million
Consolidated Income
 statement
£ million
Consolidated statement of comprehensive income
£ million
Other
£ million
At the end
of the year
£ million
2023
Net investment hedges
Derivatives in net investment hedges of foreign operations(1)  1  
Cash flow hedges
Derivatives in cash flow hedge (foreign currency debt)367 (54)60 (25)348 
Derivatives in cash flow hedge (foreign currency risk)(77)(17)260 17 183 
Derivatives in cash flow hedge (commodity price risk)50 33 (89)(19)(25)
Fair value hedges
Derivatives in fair value hedge (interest rate risk)(283)(94)  (377)
Fair value hedge hedged item276 96   372 
Instruments in fair value hedge relationship(7)2   (5)
2022
Net investment hedges
Derivatives in net investment hedges of foreign operations— — (6)(1)
Cash flow hedges
Derivatives in cash flow hedge (foreign currency debt)154 239 (6)(20)367 
Derivatives in cash flow hedge (foreign currency risk)53 (11)(130)11 (77)
Derivatives in cash flow hedge (commodity price risk)16 46 32 (44)50 
Fair value hedges
Derivatives in fair value hedge (interest rate risk)63 (346)— — (283)
Fair value hedge hedged item(65)341 — — 276 
Instruments in fair value hedge relationship(2)(5)— — (7)

274263

Financial statements (continued)
(i) Reconciliation of financial instruments
The table below sets out the group’s accounting classification of each class of financial assets and liabilities:
Fair value
through income
statement
£ million
Fair value through other comprehensive income
£ million
Assets and liabilities at amortised cost
£ million
Not categorised
as a financial
instrument
£ million
Total
£ million
Current
£ million
Non-current
£ million
2022
Other investments and loans(1)
180 4 15 1 200  200 
Trade and other receivables  2,365 605 2,970 2,933 37 
Cash and cash equivalents  2,285  2,285 2,285  
Derivatives in fair value hedge (interest rate risk)1    1  1 
Derivatives in cash flow hedge (foreign currency debt)367    367 43 324 
Derivatives in cash flow hedge (foreign currency risk)32    32 15 17 
Derivatives in cash flow hedge (commodity price risk)57    57 57  
Other instruments136    136 136  
Leases  3  3  3 
Total other financial assets593  3  596 251 345 
Total financial assets773 4 4,668 606 6,051 5,469 582 
Borrowings(2)
  (16,020) (16,020)(1,522)(14,498)
Trade and other payables(371) (4,774)(1,122)(6,267)(5,887)(380)
Derivatives in fair value hedge (interest rate risk)(284)   (284)(1)(283)
Derivatives in cash flow hedge (foreign currency risk)(109)   (109)(81)(28)
Derivatives in cash flow hedge (commodity price risk)(7)   (7)(5)(2)
Derivatives in net investment hedge(1)   (1)(1) 
Other instruments(271) (117) (388)(388) 
Leases  (475) (475)(85)(390)
Total other financial liabilities(672) (592) (1,264)(561)(703)
Total financial liabilities(1,043) (21,386)(1,122)(23,551)(7,970)(15,581)
Total net financial (liabilities)/assets(270)4 (16,718)(516)(17,500)(2,501)(14,999)
2021
Other investments and loans(1)
121 17 148 — 148 
Trade and other receivables— — 2,017 404 2,421 2,385 36 
Cash and cash equivalents— — 2,749 — 2,749 2,749 — 
Derivatives in fair value hedge (interest rate risk)106 — — — 106 102 
Derivatives in cash flow hedge (foreign currency debt)205 — — — 205 — 205 
Derivatives in cash flow hedge (foreign currency risk)61 — — — 61 57 
Derivatives in cash flow hedge (commodity price risk)16 — — — 16 14 
Other instruments55 — — — 55 46 
Leases— — — — 
Total other financial assets443 — — 448 121 327 
Total financial assets564 17 4,779 406 5,766 5,255 511 
Borrowings(2)
— — (14,727)— (14,727)(1,862)(12,865)
Trade and other payables(429)— (3,580)(977)(4,986)(4,648)(338)
Derivatives in fair value hedge (interest rate risk)(43)— — — (43)— (43)
Derivatives in cash flow hedge (foreign currency debt)(51)— — — (51)— (51)
Derivatives in cash flow hedge (foreign currency risk)(8)— — — (8)(5)(3)
Other instruments(176)— (91)— (267)(261)(6)
Leases— — (363)— (363)(82)(281)
Total other financial liabilities(278)— (454)— (732)(348)(384)
Total financial liabilities(707)— (18,761)(977)(20,445)(6,858)(13,587)
Total net financial (liabilities)/assets(143)17 (13,982)(571)(14,679)(1,603)(13,076)
Fair value
through income
statement
£ million
Fair value through other comprehensive income
£ million
Assets and liabilities at amortised cost
£ million
Not categorised
as a financial
instrument
£ million
Total
£ million
Current
£ million
Non-current
£ million
2023
Other investments and loans(1)
192  31 2 225  225 
Trade and other receivables  2,234 517 2,751 2,720 31 
Cash and cash equivalents  1,439  1,439 1,439  
Derivatives in cash flow hedge (foreign currency debt)348    348  348 
Derivatives in cash flow hedge (foreign currency risk)192    192 147 45 
Derivatives in cash flow hedge (commodity price risk)2    2 2  
Other instruments198    198 198  
Leases  1  1  1 
Total other financial assets740  1  741 347 394 
Total financial assets932  3,705 519 5,156 4,506 650 
Borrowings(2)
  (16,502) (16,502)(1,701)(14,801)
Trade and other payables(311) (4,472)(885)(5,668)(5,300)(368)
Derivatives in fair value hedge (interest rate risk)(377)   (377)(6)(371)
Derivatives in cash flow hedge (foreign currency risk)(9)   (9)(7)(2)
Derivatives in cash flow hedge (commodity price risk)(27)   (27)(26)(1)
Other instruments(245)   (245)(245) 
Leases  (448) (448)(75)(373)
Total other financial liabilities(658) (448) (1,106)(359)(747)
Total financial liabilities(969) (21,422)(885)(23,276)(7,360)(15,916)
Total net financial (liabilities)/assets(37) (17,717)(366)(18,120)(2,854)(15,266)
2022
Other investments and loans(1)
180 15 200 — 200 
Trade and other receivables— — 2,365 605 2,970 2,933 37 
Cash and cash equivalents— — 2,285 — 2,285 2,285 — 
Derivatives in fair value hedge (interest rate risk)— — — — 
Derivatives in cash flow hedge (foreign currency debt)367 — — — 367 43 324 
Derivatives in cash flow hedge (foreign currency risk)32 — — — 32 15 17 
Derivatives in cash flow hedge (commodity price risk)57 — — — 57 57 — 
Other instruments136 — — — 136 136 — 
Leases— — — — 
Total other financial assets593 — — 596 251 345 
Total financial assets773 4,668 606 6,051 5,469 582 
Borrowings(2)
— — (16,020)— (16,020)(1,522)(14,498)
Trade and other payables(371)— (4,774)(1,122)(6,267)(5,887)(380)
Derivatives in fair value hedge (interest rate risk)(284)— — — (284)(1)(283)
Derivatives in cash flow hedge (foreign currency risk)(109)— — — (109)(81)(28)
Derivatives in cash flow hedge (commodity price risk)(7)— — — (7)(5)(2)
Derivatives in net investment hedge(1)— — — (1)(1)— 
Other instruments(271)— (117)— (388)(388)— 
Leases— — (475)— (475)(85)(390)
Total other financial liabilities(672)— (592)— (1,264)(561)(703)
Total financial liabilities(1,043)— (21,386)(1,122)(23,551)(7,970)(15,581)
Total net financial (liabilities)/assets(270)(16,718)(516)(17,500)(2,501)(14,999)
(1)    Other investments and loans are including those in respect of associates.
(2)    Borrowings are defined as gross borrowings excluding lease liabilities and the fair value of derivative instruments.


At 30 June 20222023 and 30 June 2021,2022, the carrying values of cash and cash equivalents, other financial assets and liabilities approximate fair values. At 30 June 20222023, the fair value of borrowings, based on unadjusted quoted market data, was £15,641 million (2022 – £15,628 million (2021 – £15,895 million).

275

Financial statements (continued)
(j) Capital management
The group’s management is committed to enhancing shareholder value in the long-term, both by investing in the business and brands so as to deliver continued improvement in the return from those investments and by managing the capital structure. Diageo manages
264

Financial statements (continued)
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 an adjusted net borrowings (net borrowings aggregated with post employment benefit liabilities) to adjusted EBITDA leverage of 2.5 - 3.0 times, 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 Diageo’s 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 - 3.0 times. The group regularly assesses its debt and equity capital levels against its stated policy for capital structure. As at 30 June 20222023, the adjusted net borrowings (£14,53915,914 million) to adjusted EBITDA ratio was 2.52.6 times. For this calculation, net borrowings are adjusted by post employment benefit liabilities before tax (£402373 million) whilst adjusted EBITDA (£5,7036,120 million) comprises operating profit excluding exceptional operating items and depreciation, amortisation and impairment and includes share of after tax results of associates and joint ventures.

17. Net borrowings

Accounting policies

Borrowings are initially recognised at fair value net of transaction costs and are subsequently reported at amortised cost. Certain bonds are designated in fair value hedge relationship. In these cases, the amortised cost is adjusted for the fair value of the risk being hedged, with changes in value recognised in the income statement. The fair value adjustment is calculated using a discounted cash flow technique based on unadjusted market data.
Bank overdrafts form an integral part of the group’s cash management and are included as a component of net cash and cash equivalents in the consolidated statement of cash flows.
Cash and cash equivalents comprise cash in hand and deposits which are readily convertible to known amounts of cash and which are subject to insignificant risk of changes in value and have an original maturity of three months or less, including money market deposits, commercial paper and investments.
Net borrowings are defined as gross borrowings (short-term borrowings and long-term borrowings plus lease liabilities plus interest rate hedging instruments, cross currency interest rate swaps and foreign currency forwards and swaps used to manage borrowings) less cash and cash equivalents.

276265

Financial statements (continued)
 
2022
£ million
2021
£ million
Bank overdrafts74 112 
Bank and other loans105 160 
Credit support obligations(19)98 
€ 900 million 0.25% bonds due 2021 769 
$ 300 million 8% bonds due 2022(1)
248 — 
$ 1,000 million 2.875% bonds due 2022(1)
 719 
$ 1,350 million 2.625% bonds due 20231,115 — 
Fair value adjustment to borrowings(1)
Borrowings due within one year1,522 1,862 
$ 300 million 8% bonds due 2022(1)
 215 
$ 1,350 million 2.625% bonds due 2023 970 
€ 600 million 0.125% bonds due 2023516 511 
$ 500 million 3.5% bonds due 2023413 360 
$ 600 million 2.125% bonds due 2024495 431 
€ 500 million 1.75% bonds due 2024430 426 
€ 500 million 0.5% bonds due 2024430 425 
$ 750 million 1.375% bonds due 2025618 537 
€ 600 million 1% bonds due 2025515 510 
€ 850 million 2.375% bonds due 2026731 723 
£ 500 million 1.75% bonds due 2026498 497 
€ 750 million 1.875% bonds due 2027643 637 
€ 500 million 1.5% bonds due 2027430 426 
€ 700 million 0.125% bonds due 2028600 594 
$ 500 million 3.875% bonds due 2028411 358 
£ 300 million 2.375% bonds due 2028298 — 
$ 1,000 million 2.375% bonds due 2029819 711 
£ 300 million 2.875% bonds due 2029298 298 
€ 750 million 1.15% bonds due 2029645 — 
$ 1,000 million 2% bonds due 2030821 714 
€ 1,000 million 2.5% bonds due 2032856 850 
$ 750 million 2.125% bonds due 2032614 534 
£ 400 million 1.25% bonds due 2033395 395 
€ 900 million 1.15% bonds due 2034770 — 
$ 400 million 7.45% bonds due 2035(1)
331 288 
$ 600 million 5.875% bonds due 2036491 427 
£ 600 million 2.75% bonds due 2038595 — 
$ 500 million 4.25% bonds due 2042(1)
409 356 
$ 500 million 3.875% bonds due 2043407 353 
Bank and other loans293 253 
Fair value adjustment to borrowings(274)66 
Borrowings due after one year14,498 12,865 
Total borrowings before derivative financial instruments16,020 14,727 
Fair value of cross currency interest rate swaps(367)(154)
Fair value of foreign currency swaps and forwards11 (15)
Fair value of interest rate hedging instruments283 (63)
Lease liabilities475 363 
Gross borrowings16,422 14,858 
Less: Cash and cash equivalents(2,285)(2,749)
Net borrowings14,137 12,109 
 
2023
£ million
2022
£ million
Bank overdrafts36 74 
Commercial paper198 — 
Bank and other loans121 105 
Credit support obligations15 (19)
$ 300 million 8% bonds due 2022(1)
 248 
$ 1,350 million 2.625% bonds due 2023(2)
 1,115 
€ 600 million 0.125% bonds due 2023513 — 
$ 500 million 3.5% bonds due 2023(2)
397 — 
€ 500 million 0.5% bonds due 2024427 — 
Fair value adjustment to borrowings(6)(1)
Borrowings due within one year1,701 1,522 
€ 600 million 0.125% bonds due 2023 516 
$ 500 million 3.5% bonds due 2023(2)
 413 
€ 500 million 0.5% bonds due 2024 430 
$ 600 million 2.125% bonds due 2024(2)
476 495 
€ 500 million 1.75% bonds due 2024427 430 
$ 500 million 5.20% bonds due 2025(2)
396 — 
$ 750 million 1.375% bonds due 2025(2)
594 618 
€ 600 million 1% bonds due 2025511 515 
€ 500 million 3.5% bonds due 2025427 — 
€ 850 million 2.375% bonds due 2026725 731 
£ 500 million 1.750% bonds due 2026497 498 
$ 750 million 5.3% bonds due 2027(2)
593 — 
€ 750 million 1.875% bonds due 2027638 643 
€ 500 million 1.5% bonds due 2027426 430 
€ 700 million 0.125% bonds due 2028595 600 
$ 500 million 3.875% bonds due 2028(2)
395 411 
£ 300 million 2.375% bonds due 2028298 298 
$ 1,000 million 2.375% bonds due 2029(2)
787 819 
£ 300 million 2.875% bonds due 2029299 298 
€ 750 million 1.15% bonds due 2029640 645 
$ 1,000 million 2% bonds due 2030(2)
789 821 
€ 1,000 million 2.5% bonds due 2032850 856 
$ 750 million 2.125% bonds due 2032(2)
590 614 
£ 400 million 1.25% bonds due 2033396 395 
$ 750 million 5.5% bonds due 2033(2)
590 — 
€ 900 million 1.15% bonds due 2034764 770 
$ 400 million 7.45% bonds due 2035(1)
317 331 
$ 600 million 5.875% bonds due 2036(2)
472 491 
£ 600 million 2.75% bonds due 2038595 595 
$ 500 million 4.250% bonds due 2042(1)
393 409 
$ 500 million 3.875% bonds due 2043(2)
391 407 
Bank and other loans296 293 
Fair value adjustment to borrowings(366)(274)
Borrowings due after one year14,80114,498
Total borrowings before derivative financial instruments16,50216,020
Fair value of cross currency interest rate swaps(348)(367)
Fair value of foreign currency swaps and forwards1 11 
Fair value of interest rate hedging instruments377 283 
Lease liabilities448 475 
Gross borrowings16,98016,422
Less: Cash and cash equivalents(1,439)(2,285)
Net borrowings15,54114,137
266

Financial statements (continued)
(1)    SEC-registered debt issued on an unsecured basis by Diageo Investment Corporation, a 100% owned finance subsidiary of Diageo plc and fully and unconditionally guaranteed by Diageo plc. No other subsidiary of Diageo plc guarantees the security.
(2)    SEC-registered debt issued on an unsecured basis by Diageo Capital plc, a 100% owned finance subsidiary of Diageo plc and fully and unconditionally guaranteed by Diageo plc. No other subsidiary of Diageo plc guarantees the security.
(i)     The interest rates shown are those contracted on the underlying borrowings before taking into account any interest rate hedges (see note 16).
(ii)     Bonds are stated net of unamortised finance costs of £85£81 million (2021(2022£78 million; 2020 – £86£85 million).
(iii)     Bonds are reported above at amortised cost with a fair value adjustment shown separately.
(iv)     All bonds, medium-term notes and commercial paper issued on an unsecured basis by the group’s 100% owned subsidiaries are fully and unconditionally guaranteed on an unsecured basis by Diageo plc.plc and no other subsidiary of Diageo plc guarantees such securities.
277

Financial statements (continued)

Gross borrowings before derivative financial instruments are expected to mature as follows:
 
2022
£ million
2021
£ million
Within one year1,522 1,862 
Between one and three years2,817 2,623 
Between three and five years2,625 2,788 
Beyond five years9,056 7,454 
16,020 14,727 
 
2023
£ million
2022
£ million
Within one year1,701 1,522 
Between one and three years3,522 2,817 
Between three and five years2,874 2,625 
Beyond five years8,405 9,056 
16,502 16,020 

During the year, the following bonds were issued and repaid:
 
2022
£ million
2021
£ million
2020
£ million
Issued
€ denominated1,371 636 1,594 
£ denominated892 395 298 
$ denominated — 3,296 
Repaid
€ denominated(769)(696)— 
$ denominated(752)(551)(820)
742 (216)4,368 
 
2023
£ million
2022
£ million
2021
£ million
Issued
€ denominated441 1,371 636 
£ denominated 892 395 
$ denominated1,788 — — 
Repaid
€ denominated (769)(696)
$ denominated(1,340)(752)(551)
889742(216)

(a) Reconciliation of movement in net borrowings
 
2022
£ million
2021
£ million
At beginning of the year12,109 13,246 
Net decrease in cash and cash equivalents before exchange665 231 
Net increase/(decrease) in bonds and other borrowings(1)
825 (967)
Increase/(decrease) in net borrowings from cash flows1,490 (736)
Exchange differences on net borrowings334 (598)
Other non-cash items(2)
204 197 
Net borrowings at end of the year14,137 12,109 
 
2023
£ million
2022
£ million
At beginning of the year14,137 12,109 
Net decrease in cash and cash equivalents before exchange581 665 
Net increase in bonds and other borrowings(1)
950 825 
Increase in net borrowings from cash flows1,531 1,490 
Exchange differences on net borrowings(159)334 
Other non-cash items(2)
32 204 
Net borrowings at end of the year15,541 14,137 
(1)    In the year ended 30 June 2022,2023, net increase in bonds and other borrowings excludes £4£2 million cash outflow in respect of derivatives designated in forward point hedges (2021(2022£2£4 million).
(2)    In the year ended 30 June 2023, other non-cash items are principally in respect of fair value changes of cross currency interest rate swaps and interest rate swaps of £(34) million and lease liabilities of £(82) million, partially offset by the £84 million fair value change of borrowings. In the year ended 30 June 2022, other non-cash items are principally in respect of fair value changes of cross currency interest rate swaps and interest rate swaps of £(346) million and lease liabilities of £(183) million, partially offset by the £331 million fair value change of borrowings. In the year ended 30 June 2021, other non-cash items are principally in respect of fair value changes of cross currency interest rate swaps and interest rate swaps of £249 million, partially offset by the £(111) million fair value change of borrowings.

278267

Financial statements (continued)
(b) Analysis of net borrowings by currency
 20222021
 Cash and cash
equivalents
£ million
Gross
borrowings
(1)
£ million
Cash and cash
equivalents
£ million
Gross
borrowings
(1)
£ million
US dollar1,315 (3,260)1,890 (4,001)
Euro61 (2,943)82 (2,841)
Sterling67 (9,214)38 (7,279)
Indian rupee26 (74)26 (109)
Mexican peso14 (264)(102)
Kenyan shilling53 (254)16 (293)
Hungarian forint2 (214)(241)
Chinese yuan290 (75)255 (20)
Nigerian naira133  60 (1)
Other(2)
324 (124)370 29 
Total2,285 (16,422)2,749 (14,858)
 20232022
 Cash and cash
equivalents
£ million
Gross
borrowings
(1)
£ million
Cash and cash
equivalents
£ million
Gross
borrowings
(1)
£ million
US dollar542 (5,751)1,315 (3,260)
Euro(2)
48 (3,864)61 (2,943)
Sterling46 (6,227)67 (9,214)
Indian rupee123 (31)26 (74)
Mexican peso25 (286)14 (264)
Hungarian forint3 (261)(214)
Kenyan shilling28 (253)53 (254)
Chinese yuan199 (63)290 (75)
Nigerian naira83  133 — 
Other(2)
342 (244)324 (124)
Total1,439 (16,980)2,285 (16,422)

(1)    Includes foreign currency forwards and swaps and leases.
(2)    Includes £23£21 million (Turkish lira and Euro)(Euro) cash and cash equivalents in cash-pooling arrangements (2021(2022£31£23 million (Turkish lira)lira and Euro)).


18. 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 a share buyback programme. Own shares are treated as a deduction from equity until the shares are cancelled, reissued or disposed of 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 Monte Carlo and Black Scholes 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 a movement in equity.
Dividends are includedrecognised in the financial statements in the year in which they are approved.
(a) Allotted and fully paid share capital – ordinary shares of 28101108 pence each
 Number of shares
million
Nominal value
£ million
At 30 June 20222,498 723 
At 30 June 20212,559 741 
At 30 June 20202,562 742 
 Number of shares
million
Nominal value
£ million
At 30 June 20232,460 712 
At 30 June 20222,498 723 
At 30 June 20212,559 741 


279268

Financial statements (continued)
(b) Hedging and exchange reserve
 Hedging
reserve
£ million
Exchange
reserve
£ million
Total
£ million
At 30 June 2019(37)(781)(818)
Other comprehensive income/(loss)125 (241)(116)
Transfers from other retained earnings— 
At 30 June 202093 (1,022)(929)
Other comprehensive income/(loss)20 (672)(652)
At 30 June 2021113 (1,694)(1,581)
Other comprehensive (loss)/income(87)622 535 
At 30 June 202226 (1,072)(1,046)
 Hedging
reserve
£ million
Exchange
reserve
£ million
Total
£ million
At 30 June 202093 (1,022)(929)
Other comprehensive income/(loss)20 (672)(652)
At 30 June 2021113 (1,694)(1,581)
Other comprehensive (loss)/income(87)622 535 
At 30 June 202226 (1,072)(1,046)
Other comprehensive income/(loss)216 (540)(324)
At 30 June 2023242 (1,612)(1,370)

Currency basis spreads included in the hedging reserve represent the cost of hedging arising as a result of imperfections of foreign exchange markets. Exclusion of currency basis spreads would result in a £22£20 million (2021credit (2022 – £22 million 2020credit, 2021£30 million) credit£22 million credit) to the hedging reserve.

(c) Own shares
Movements in own shares
 Number
of shares
million
Purchase
consideration
£ million
At 30 June 2019232 2,026 
Share trust arrangements(1)(7)
Shares used to satisfy options(4)(83)
Shares purchased - share buyback programme39 1,282 
Shares cancelled(39)(1,282)
At 30 June 2020227 1,936 
Share trust arrangements(1)(11)
Shares used to satisfy options(3)(48)
Shares purchased - share buyback programme109 
Shares cancelled(3)(109)
At 30 June 2021223 1,877 
Share trust arrangements(2)(23)
Shares used to satisfy options(2)(16)
Shares purchased - share buyback programme61 2,284 
Shares cancelled(61)(2,284)
At 30 June 2022219 1,838 
 Number
of shares
million
Purchase
consideration
£ million
At 30 June 2020227 1,936 
Share trust arrangements(1)(11)
Shares used to satisfy options(3)(48)
Shares purchased - share buyback programme109 
Shares cancelled(3)(109)
At 30 June 2021223 1,877 
Share trust arrangements(2)(23)
Shares used to satisfy options(2)(16)
Shares purchased - share buyback programme61 2,284 
Shares cancelled(61)(2,284)
At 30 June 2022219 1,838 
Share trust arrangements(1)(12)
Shares used to satisfy options(2)(12)
Shares purchased - share buyback programme38 1,381 
Shares cancelled(38)(1,381)
At 30 June 2023216 1,814 

Share trust arrangements
At 30 June 2022,2023, the employee share trusts owned 23 million of ordinary shares in Diageo plc (the company) at a cost of £25£52 million and market value of £101 million (2022 – 2 million shares at a cost of £25 million, market value £63 million (2021million; 2021 – 2 million shares at a cost of £47 million, market value £74 million; 2020 – 2 million shares at a cost of £51 million, market value £57 million). Dividends receivable by the employee share trusts on the shares are waived and the trustee abstains from voting.

Purchase of own shares
Authorisation was given by shareholders on 30 September 20216 October 2022 to purchase a maximum of 233,611,282227,870,414 ordinary shares at a minimum price of 28101/108 pence and a maximum price of the higher of (a) 105% of the average market value of the middle market quotations for ancompany's ordinary shareshares for the five preceding business days prior to the day the purchase is made and (b) the higher of the price of the last independent trade and the highest current independent bid on the London Stock Exchange at the timetrading venue where the purchase is carried out. The programme expires at the conclusion of the next Annual General Meeting or on 29 December 20225 January 2024 , if earlier.earlier.
DuringDiageo completed a total of £1.4 billion return of capital for the year ended 30 June 2022, Diageo sold call options on own shares for a consideration2023, which included £0.9 billion related to the successful completion of £13 million due to no longer being required for employeeDiageo’s previous share plan hedging.
Diageo’s current returnbuyback programme in which £4.5 billion of capital programme, initially approved by the Board on 25 July 2019, seeks to return up to £4.5 billionwas returned to shareholders finalised in February 2023, and is expected to be completed by 30 June 2023. Under the first two phasesreturned an additional £0.5 billion of the programme, which ended on 31 January 2020 and 11 February 2022 respectively, the company returned capital to shareholders viawhich was announced as a new share buyback at a cost, excludingprogramme on 16 February 2023 and completed on 2 June 2023.
280269

Financial statements (continued)
transaction costs, of £2.25 billion. On 21 February 2022, the company announced the third phase of the programme with a value of up to £1.7 billion returned to shareholders, via share buybacks, to be completed no later than 5 October 2022. At 30 June 2022, £1.4 billion had been completed as part of the third phase. The remaining £0.9 billion of the programme is expected to be completed by 30 June 2023.
During the year ended 30 June 2022,2023, the group purchased 6138 million ordinary shares (2021(20223.261 million; 20202021393 million), representing approximately 2.4%1.5% of the issued ordinary share capital (2021(20220.1%2.4%; 202020211.5%0.1%) at an average price of 3616 pence per share, and an aggregate cost of £1,381 million (including £13 million of transaction costs) (2022 – 3709 pence per share, and an aggregate cost of £2,284 million, (includingincluding £16 million of transaction costs) (2021costs; 2021 – 3407 pence per share, and an aggregate cost of £109 million, including £1 million of transaction costs; 2020 – 3243 pence per share, and an aggregate cost of £1,282 million, including £7 million of transaction costs) under the share buyback programme. The shares purchased under the share buyback programmes were cancelled.
A financial liability of £117 million was established at 30 June 2022, representing the 3.3 million shares that were expected to be purchased by 28 July 2022.
The monthly breakdown of all shares purchased and the average price paid per share (excluding expenses) for the year ended 30 June 20222023 were as follows:

PeriodNumber of shares
purchased under
share buyback
programme
Total number of
shares purchased
Average price paid penceAuthorised purchases unutilised at month end
July 20211,728,254 1,728,254 3457 227,758,747 
August 20212,396,223 2,396,223 3538 225,362,524 
September 20213,175,936 3,175,936 3493 222,186,588 
October 2021(1)
1,565,980 1,565,980 3550 232,045,302 
November 20211,375,946 1,375,946 3785 230,669,356 
December 20214,423,031 4,423,031 3960 226,246,325 
January 20225,822,743 5,822,743 3797 220,423,582 
February 20225,865,710 5,865,710 3714 214,557,872 
March 20228,480,736 8,480,736 3588 206,077,136 
April 20227,260,564 7,260,564 3935 198,816,572 
May 202212,627,704 12,627,704 3724 186,188,868 
June 20226,771,405 6,771,405 3584 179,417,463 
Total61,494,232 61,494,232 3708 179,417,463 
PeriodNumber of shares
purchased under
share buyback
programme
Total number of
shares purchased
Average price paid penceAuthorised purchases unutilised at month end
July 20221,660,507 1,660,507 3567 177,756,956 
August 20221,646,883 1,646,883 3820 176,110,073 
September 20222,273,226 2,273,226 3744 173,836,847 
1-6 October 2022131,864 131,864 3702 173,704,983 
7-31 October 2022 (1)
— — — 227,870,414 
November 20224,497,414 4,497,414 3679 223,373,000 
December 20224,571,923 4,571,923 3710 218,801,077 
January 20237,989,915 7,989,915 3558 210,811,162 
February 20231,718,877 1,718,877 3577 209,092,285 
March 20234,353,777 4,353,777 3541 204,738,508 
April 20232,883,950 2,883,950 3672 201,854,558 
May 20235,196,558 5,196,558 3534 196,658,000 
June 2023410,562 410,562 3348 196,247,438 
Total37,335,456 37,335,456 3617 196,247,438 
(1) New maximum number of purchasable shares was authorised by shareholders at the AGM held on 30 September 20216 October 2022.




(d) Dividends
202220212020
 £ million£ million£ million
Amounts recognised as distributions to equity shareholders in the year
Final dividend for the year ended 30 June 2021
44.59 pence per share (2020 – 42.47 pence; 2019 – 42.47 pence)1,040 992 1,006 
Interim dividend for the year ended 30 June 2022
29.36 pence per share (2021 – 27.96 pence; 2020 – 27.41 pence)680 654 640 
1,720 1,646 1,646 
202320222021
 £ million£ million£ million
Amounts recognised as distributions to equity shareholders in the year
Final dividend for the year ended 30 June 2022
46.82 pence per share (2021 – 44.59 pence; 2020 – 42.47 pence)1,066 1,040 992 
Interim dividend for the year ended 30 June 2023
30.83 pence per share (2022 – 29.36 pence; 2021 – 27.96 pence)696 680 654 
1,762 1,720 1,646 

The proposed final dividenddividend of £1,067£1,113 million (46.82 (49.17 pence per share) for the year ended 30 June 20222023 was approved by a duly authorised committee of the Board of Directors on 2731 July 2022. 2023. As this was after the balance sheet date and the dividend is subject to approval by shareholders at the Annual General Meeting, this dividend has not been included as a liability in these consolidated financial statements. There are no corporate 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.
281270

Financial statements (continued)
(e) Non-controlling interests
Diageo consolidates USL, a company incorporated in India, with a 42.73%42.79% non-controlling interest, Sichuan Shuijingfang Company Limited, a company incorporated in China, with a 36.83% non-controlling interest and has a 50% controlling interest in Ketel One Worldwide B.V. (Ketel One), a company incorporated in the Netherlands. All other consolidated subsidiaries are fully owned or the non-controlling interests, including Ketel One, are not material.
Summarised financial information for USL and other subsidiaries, after fair value adjustments on acquisition, and the amounts attributable to non-controlling interests are as follows:
 202220212020
 USL
£ million
Others
£ million
Total
£ million
Total
£ million
Total
£ million
Income statement
Sales3,194 2,603 5,797 5,140 4,688 
Net sales1,013 2,042 3,055 2,553 2,314 
(Loss)/profit for the year(127)354 227 298 85 
Other comprehensive income/(loss)(1)
134 199 333 (434)(96)
Total comprehensive income/(loss)7 553 560 (136)(11)
Attributable to non-controlling interests3 256 259 (35)
Balance sheet
Non-current assets(2)
1,668 3,349 5,017 4,669 5,170 
Current assets727 1,275 2,002 1,492 1,280 
Non-current liabilities(275)(1,224)(1,499)(1,356)(1,459)
Current liabilities(441)(1,205)(1,646)(1,335)(1,188)
Net assets1,679 2,195 3,874 3,470 3,803 
Attributable to non-controlling interests717 999 1,716 1,534 1,668 
Cash flow
Net cash inflow from operating activities149 541 690 661 233 
Net cash outflow from investing activities(74)(215)(289)(137)(152)
Net cash outflow from financing activities(72)(250)(322)(371)(209)
Net increase/(decrease) in cash and cash equivalents3 76 79 153 (128)
Exchange differences 52 52 (19)(3)
Dividends payable to non-controlling interests (72)(72)(72)(117)
 202320222021
 USL
£ million
Others
£ million
Total
£ million
Total
£ million
Total
£ million
Income statement
Sales2,713 2,628 5,341 5,797 5,140 
Net sales1,087 2,051 3,138 3,055 2,553 
(Loss)/profit for the year(1)
(215)289 74 227 298 
Other comprehensive (loss)/income(2)
(133)(154)(287)333 (434)
Total comprehensive (loss)/income(348)135 (213)560 (136)
Attributable to non-controlling interests(149)33 (116)259 (35)
Balance sheet
Non-current assets(3)
1,074 3,175 4,249 5,017 4,669 
Current assets790 1,049 1,839 2,002 1,492 
Non-current liabilities(151)(1,164)(1,315)(1,499)(1,356)
Current liabilities(384)(1,035)(1,419)(1,646)(1,335)
Net assets1,329 2,025 3,354 3,874 3,470 
Attributable to non-controlling interests568 902 1,470 1,716 1,534 
Cash flow
Net cash inflow from operating activities120 383 503 690 661 
Net cash inflow/(outflow) from investing activities34 (231)(197)(289)(137)
Net cash outflow from financing activities(48)(93)(141)(322)(371)
Net increase in cash and cash equivalents106 59 165 79 153 
Exchange differences(7)(77)(84)52 (19)
Dividends payable to non-controlling interests (97)(97)(72)(72)
(1)    (Loss)/profit for the year includes exceptional operating expenses attributable to non-controlling interests.
(2)    Other comprehensive (loss)/income is principally in respect of exchange on translating the subsidiaries to sterling.
(2)(3)    Non-current assets include the global distribution rights to distribute Ketel One vodka products throughout the world. The carrying value of the distribution rights at 30 June 20222023 was £1,428 million (2022 – £1,488 million (2021million; 2021 – £1,295 million; 2020 – £1,464 million).

(i)     On 31 December 2022, United Spirits Limited (USL) completed the merger with its subsidiary, Pioneer Distilleries Limited (PDL) 75% owned by USL. Under the terms, PDL's minority shareholders received additional shares in USL in exchange for their 25% interest in PDL and non-controlling interest increased from 42.73% to 42.79%.

(ii)     On 24 March 2023, Diageo completed the purchase of an additional 14.97% of the share capital of EABL. This increased Diageo’s controlling shareholding position in EABL from 50.03% to 65.00%
.

282271

Financial statements (continued)
(f) Employee share compensation
The group uses a number of share award and option plans to grant to its directors and employees.
The annual fair value charge in respect of the equity settled plans for the three years ended 30 June 20222023 is as follows:
 2022 £ million2021 £ million2020 £ million
Executive share award plans51 41 (3)
Executive share option plans4 
Savings plans4 
59 49 
 2023 £ million2022 £ million2021 £ million
Executive share award plans41 51 41 
Executive share option plans4 
Savings plans4 
49 59 49 

Executive share awards have been made primarily under the Diageo 2014 Long Term Incentive Plan (DLTIP) from September 2014 onwards and delivered in conditional awards in the form of performance shares, performance share options, time-vesting restricted stock units (RSUs) and/or time-vesting share options (or cash-based equivalents in certain locations for regulatory reasons). Share options are granted at the market value at the time of grant. Prior to the introduction of the DLTIP, employees in associated companies were granted awards under the Diageo plc 2011 Associated Companies Share IncentivePlan (DACSIP). In the case of Executive Directors, conditional awards of time-vesting RSUs or forfeitable shares may be awarded under the 2020 Deferred Bonus Share Plan (DBSP), with vesting not subject to any performance conditions and not subject to a post-vesting retention period. The DBSP was approved by shareholdersDLTIP plan rules will be presented for renewal at the AGM in September 2020. 2023 and any future awards made post approval will be made under the new plan rules.
Share awards normally vest and are released on the third anniversary of the grant date. Participants do not make a payment to receive the award at grant. Executive Directors are required to hold any vested shares awarded under DLTIP for a further two-year post-vesting holding 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 company’s ADRs (one ADR is equivalent to four ordinary shares).
Performance shares under the DLTIP (for awards in 2020 and thereafter) are subject to the achievement of three performance measures: 1) compound annual growth in profit before exceptional items over three years; 2) compound annual growth in organic net sales over three years; 3) environmental, social and governance (ESG) priorities, weighted 40%, 40% and 20% of the maximum respectively, as set out in the Directors’ remuneration report. Performance share options under the DLTIP are subject to the achievement of two equally weighted performance measures: 1) a comparison of Diageo’s three-year TSR with a peer group; 2) cumulative free cash flow over a three-year period, measured at constant exchange rates. Performance measures and targets are set annually by the Remuneration Committee. The vesting range is 20% for Executive Directors and 25% for other participants for achieving minimum performance targets, up to 100% for achieving the maximum target level. Retesting of the performance measures is not permitted.
For performance shares under the DLTIP, 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 are normally paid out in the form of shares.

Savings plans are provided in the form of a savings-related share option plan. For UK employees, awards were made under the Diageo 2010 Sharesave plan (for options granted up until 2020) and the Diageo 2020 Sharesave plan (for options granted from 2021).
For Republic of Ireland (ROI) based employees, awards were made under the Diageo 2009 Irish Sharesave Scheme (for options granted up until 2019) and the Diageo 2019 Irish Sharesave Scheme (for options granted in 2020). These are HMRC and Irish Revenue approved all-employee savings plans.
For ROI employees, any grants from 2021 and 2022 were made under the Diageo 2020 Sharesave plan which is not an approved plan in the Republic of Ireland. These plans are made available to UK and ROI employees who are employed on the annual results announcement date. Participants can save monthly, with deductions taken directly from net pay, for a period of 3 or 5 years.In return, employees are granted the option to buy Diageo shares using the savings accrued at the end of the relevant savings period and at a 20% discounted option price, which is set at the time of grant. Provided participants fulfil the terms set out within the relevant UK or ROI tax approved scheme rules, any gains from the option exercise are free from UK or ROI income tax. For the ROI Sharesave awards granted fromin 2021 and 2022, as these are not made under a Revenue tax approved plan, the gains from the option exercise are subject to ROI income tax.
For US employees, the awards are made under the Diageo plc 2017 United States Employee Stock Purchase Plan. Employees agree to make regular monthly savings for a period of one year and acquire American Depositary Receipts (ADRs) at 15% discounted price (which is set at the time of grant) using their contributions at the end of the plan cycle. They receive the benefit of tax-relieftax relief if certain conditions are satisfied.satisfied.
283272

Financial statements (continued)
For the three years ended 30 June 2022,2023, the calculation of the fair value of each share award used the Monte Carlo and Black Scholes pricing model and the following assumptions:
 202220212020
Risk free interest rate0.4 %(0.1 %)0.4 %
Expected life of the awards40 months36 months37 months
Dividend yield2.1 %2.7 %1.9 %
Weighted average share price3545 p2557 p3501 p
Weighted average fair value of awards granted in the year2729 p2107 p899 p
Number of awards granted in the year2.1 million2.1 million1.7 million
Fair value of all awards granted in the year£57 million£45 million£16 million
 202320222021
Risk free interest rate3.1 %0.4 %(0.1 %)
Expected life of the awards35 months40 months36 months
Dividend yield2.0 %2.1 %2.7 %
Weighted average share price3758 p3545 p2557 p
Weighted average fair value of awards granted in the year1992 p2729 p2107 p
Number of awards granted in the year1.7 million2.1 million2.1 million
Fair value of all awards granted in the year£34 million£57 million£45 million
284

Financial statements (continued)

Transactions on schemes
Transactions on the executive share award plans for the three years ended 30 June 20222023 were as follows:
 2022 Number of awards million2021 Number of awards million2020 Number of awards million
Balance outstanding at 1 July5.3 5.6 7.0 
Granted2.1 2.1 1.8 
Awarded(1.1)(1.2)(2.5)
Forfeited(1.1)(1.2)(0.7)
Balance outstanding at 30 June5.2 5.3 5.6 

 2023
million
2022
million
2021
million
Number of awards outstanding at 1 July5.2 5.3 5.6 
Granted1.7 2.1 2.1 
Awarded(1.1)(1.1)(1.2)
Forfeited(0.9)(1.1)(1.2)
Number of awards outstanding at 30 June4.9 5.2 5.3 
The exercise price of share options outstanding at 30 June 20222023 was in the range of 1709 pence - 3864 pence (2022 – 1704 pence-4024 pence (2021- 4024 pence; 2021 – 1232 pence-3483 pence; 2020 – 1080 pence-3483 pence.)pence - 3483 pence).
At 30 June 2022, 2.22023, 2.5 million share options were exercisable at a weighted average exercise price of 23942443 pence. Weighted average remaining contractual life of share options was five years at 30 June 2022.

2023.
285273

Financial statements (continued)
Other financial statements disclosures

Introduction
This section includes additional financial information that are either required by the relevant accounting standards or management considers these to be material information for shareholders.

19. Contingent liabilities and legal proceedings

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 a liability exists and a reliable estimate can be made of the likely outcome. Where it is possible that a settlement may be reached or it is not possible to make a reliable estimate of the estimated financial effect, appropriate disclosure is made but no provision created.

Critical accounting judgements and estimates

Judgement is necessary in assessing the likelihood that a claim will succeed, or a liability will arise, and an estimate to quantify the possible range of any settlement. Due to the inherent uncertainty in this evaluation process, actual losses may be different from the liability originally estimated. The group may be involved in legal proceedings in respect of which it is not possible to make a reliable estimate of any expected settlement. In such cases, appropriate disclosure is provided but no provision is made and no contingent liability is quantified.

(a) Guarantees and related matters
As of 30 June 2022,2023, the group has no material unprovided guarantees or indemnities in respect of liabilities of third parties.

(b) Acquisition of USL shares from UBHL and related proceedings in relation to the USL transaction
On 4 July 2013, Diageo completed its acquisition, under a share purchase agreement with United Breweries (Holdings) Limited (UBHL) and various other sellers (the SPA), of shares representing 14.98% in USL, including shares representing 6.98% from UBHL. The SPA was signed on 9 November 2012 as part of the transaction announced by Diageo in relation to USL on that day (the Original USL Transaction). Following a series of further transactions, as of 30 June 2022,2023, Diageo has a 55.94%55.88% investment in USL (excluding 2.38% owned by the USL Benefit Trust).
Prior to the acquisition from UBHL on 4 July 2013, the High Court of Karnataka (High Court) had granted leave to UBHL under the Indian Companies Act 1956 (the Leave Order) to enable the sale by UBHL to Diageo to take place (the UBHL Share Sale) notwithstanding the continued existence of certain winding-up petitions that were pending against UBHL on the date of the SPA. At the time of the completion of the UBHL Share Sale, the Leave Order remained subject to review on appeal. However, as stated by Diageo at the time of closing, it was considered unlikely that any appeal process in respect of the Leave Order would definitively conclude on a timely basis and, accordingly, Diageo waived the conditionality under the SPA relating to the absence of insolvency proceedings in relation to UBHL and acquired the 6.98% stake in USL from UBHL at that time.
Following appeal and counter-appeal in respect of the Leave Order, this matter is now beforethe Supreme Court of India which has issued an order that the status quo be maintained with regard to the UBHL Share Sale pending a hearing on the matter before it. Following a number of adjournments, the next date for a substantive hearing is yet to be fixed.

In separate proceedings, the High Court passed a winding-up order against UBHL on 7 February 2017, and appeals filed by UBHL against that order have since been dismissed, initially by a division bench of the High Court and subsequently by the Supreme Court of India.

Diageo continues to believe that the acquisition price of INR 1,440 per share paid to UBHL for the USL shares is fair and reasonable as regards UBHL, UBHL’s shareholders and UBHL’s secured and unsecured creditors. However, adverse results for Diageo in the proceedings referred to above could, absent leave or relief in other proceedings, ultimately result in Diageo losing title to the 6.98% stake in USL acquired from UBHL. Diageo believes, including by reason of its rights under USL’s articles of association to nominate USL’s CEO and CFO and the right to appoint, through USL, a majority of the directors on the boards of USL’s subsidiaries as well as its ability as promoter to nominate for appointment up to two-thirds of USL’s directors for so long as the chairperson of USL is an independent director, that it would remain in control of USL and would continue to be able to consolidate USL as a subsidiary for accounting purposes regardless of the outcome of this litigation.

There can be no certainty as to the outcome of the existing or any further related legal proceedings or the time frame within which they would be concluded.

286274

Financial statements (continued)
(c) Continuing matters relating to Dr Vijay Mallya and affiliates
On 25 February 2016, Diageo and USL each announced that they had entered into arrangements with Dr Mallya under which he had agreed to resign from his position as a director and as chairman of USL and from his positions in USL’s subsidiaries.

Diageo’s agreement with Dr Mallya (the February 2016 Agreement) provided for a payment of $75$75 million (£62 (£60 million) to Dr Mallya over a five-year period of whichwhich $40 million (£3332 million) was paid on signing of the February 2016 Agreement with the balance being payable in equal instalments of $7 million (£million)million) a year over five years (2017-2021). All payments were subject to and conditional on Dr Mallya’s compliance with the agreement. The February 2016 Agreement also provided for the release of Dr Mallya’s personal obligations to indemnify Diageo Holdings Netherlands B.V. (DHN) in respect of its earlier liability ($($141 million (£117 million) (£112 million)) under a backstop guarantee of certain borrowings of Watson Limited (Watson) (a company affiliated with Dr Mallya).

On account of various breaches and other provisions of agreements between Dr Mallya and persons connected with him and Diageo and/or USL, Diageo did not make the 5 five instalment payments due during the five-yearfive-year period between 2017 and 2021. In addition, Diageo has also demanded that Dr Mallya repay the $40$40 million (£33 million) (£32 million) paid by Diageo in February 2016 and sought compensation for various losses incurred by the relevant members of the Diageo group.

On 16 November 2017, Diageo and other relevant members of the Diageo group commenced claims in the High Court of Justice in England and Wales (the English High Court) against Dr Mallya in relation to these matters. At the same time DHN also commenced claims in the English High Court against Dr Mallya, his son Sidhartha Mallya, Watson and Continental Administration Services Limited (CASL) (a company affiliated with Dr Mallya and understood to hold assets on trust for him and certain persons affiliated with him) for in excess of $142$142 million (£117 million) (£113 million) (plus interest) in relation to Watson’s liability to DHN in respect of its borrowings referred to above and the breach of associated security documents.Dr Mallya, Sidhartha Mallya and the relevant affiliated companies filed a defence to these claims, and Dr Mallya also filed a counterclaim for payment of the 2 two instalment payments that had by that time been withheld as described above.

Diageo continues to prosecute its claims and to defend the counterclaim. As part of these proceedings, Diageo and the other relevant members of its group filed an application for strike out and/or summary judgement in respect of certain aspects of the defence filed by Dr Mallya and the other defendants, including their defence in relation to Watson and CASL’s liability to repay DHN. The application was successful resulting in Watson being ordered to pay approximately $135$135 million112107 million) plus various amounts in respect of interest to DHN, with CASL being held liable as co-surety for 50% of any such amount unpaid by Watson. These amounts were, contrary to the relevant orders, not paid by the relevant deadlines and Watson and CASL’s remaining defences in the proceedings were struck out. Diageo and DHN have accordingly sought asset disclosure and are considering further enforcement steps against Watson and CASL, both in the United Kingdom and in other jurisdictions where they are present or hold assets.

A trial of the remaining elements of these claims was due to commence on 21 November 2022.However, on 26 July 2021 Dr Mallya was declared bankrupt by the English High Court pursuant to a bankruptcy petition presented by a consortium of Indian banks. Diageo and the relevant members of its group have informed the Trustee in Bankruptcy of their position as creditors in the bankruptcy and have engaged with the Trustee regarding their claims and the status of the current proceedings. An appeal by Dr Mallya has applied for permission toagainst his bankruptcy (and an appeal by the bank consortium against orders made in the course of the bankruptcy order and a prior order of the English High Court related to the bankruptcy. The consortium of Indian banks has also applied for permission to appeal a prior order of the English High Court related to the bankruptcy. The bankruptcy proceedingsproceedings) are ongoing.pending. In light of the uncertainty posed by the ongoing bankruptcy proceedings, the trial of Diageo’s claim was initially relisted to take place in February 2024. However, Dr Mallya’s appeal against his bankruptcy and the banks’ cross appeal will not now be heard until April 2024, and thus the trial of Diageo’s claim has been vacated to allow time for discussions between the parties regarding the future status and management of the proceedings in light of the bankruptcy and pending appeal to take place.deferred from February 2024 until after those appeals have been determined.

At this stage, it is not possible to assess the extent to which the various ongoing proceedings related to thesethe bankruptcy matters will affect the remaining elements of the claims by Diageo and the relevant members of its group.

Upon completion of an initial inquiry in April 2015 into past improper transactions which identified references to certain additional parties and matters, USL carried out an additional inquiry into these transactions (Additional Inquiry) which was completed in July 2016. The Additional Inquiry, prima facie, identified transactions indicating actual and potential diversion of funds from USL and its Indian and overseas subsidiaries to, in most cases, entities that appeared to be affiliated or associated with Dr Mallya. All amounts identified in the Additional Inquiry have been provided for or expensed in the financial statements of USL or its subsidiaries in the respective prior periods. USL has filed recovery suits against relevant parities identified pursuant to the Additional Inquiry.

Further, at this stage, it is not possible for the management of USL to estimate the financial impact on USL, if any, arising out of potential non-compliance with applicable laws in relation to such fund diversions.
287275

Financial statements (continued)
(d) Other matters in relation to USL

In respect of the Watson backstop guarantee arrangements, the Securities and Exchange Board of India (SEBI) issued a notice to Diageo on 16 June 2016 that if there is any net liability incurred by Diageo (after any recovery under relevant security or other arrangements, which matters remain pending) on account of the Watson backstop guarantee, such liability, if any, would be considered to be part of the price paid for the acquisition of USL shares under the SPA which formed part of the Original USL Transaction and that, in that case, additional equivalent payments would be required to be made to those shareholders (representing 0.04% of the shares in USL) who tendered in the open offer made as part of the Original USL Transaction. Diageo believes that the Watson backstop guarantee arrangements were not part of the price paid or agreed to be paid for any USL shares under the Original USL Transaction and that therefore that SEBI's decision was not consistent with applicable law, and Diageo appealed against it before the Securities Appellate Tribunal, Mumbai (SAT). On 1 November 2017, SAT issued an order in respect of Diageo’s appeal in which, amongst other things, it observed that the relevant officer at SEBI had neither considered Diageo’s earlier reply nor provided Diageo with an opportunity to be heard, and accordingly directed SEBI to pass a fresh order after giving Diageo an opportunity to be heard. Following SAT’s order, Diageo made its further submissions in the matter, including at a personal hearing before a Deputy General Manager of SEBI. On 26 June 2019, SEBI issued an order reiterating the directions contained in its previous notice dated 16 June 2016. AsAs with the previous SEBI notice, Diageo believes that SEBI's latest order is not consistent with applicable law. Diageo appealed against this order before SAT and, after a hearing in March 2023, SAT allowed Diageo’s appeal on 26 July 2023. Accordingly, SEBI’s order dated 26 June 2019 stands quashed. Under applicable law, and has filed anotherSEBI is entitled to file an appeal against SAT’s order before the SAT againstSupreme Court of India. Therefore, pending any appeal which may be filed by SEBI, there can be no certainty as to its outcome or the order. Diageo's appeal is currently pending. Diageo is unable to assess if the notices or enquiries referred to above will result in enforcement action or, if this were to transpire, to quantify meaningfully the possible range of loss, if any, totimeframe within which any such action might give rise to if determined against Diageo or USL.appeal would be concluded.

(e) USL’s dispute with IDBI Bank Limited
Prior to the acquisition by Diageo of a controlling interest in USL, USL had prepaid a term loan of INR 6,280 million (£66 million)60 million) taken through IDBI Bank Limited (IDBI), an Indian bank, which was secured on certain fixed assets and brands of USL, as well as by a pledge of certain shares in USL held by the USL Benefit Trust (of which USL is the sole beneficiary). The maturity date of the loan was 31 March 2015. IDBI disputed the prepayment, following which USL filed a writ petition in November 2013 before the High Court of Karnataka (the High Court) challenging the bank’s actions.

Following the original maturity date of the loan, USL received notices from IDBI seeking to recall the loan, demanding a further sum of INR 459 million (£54 million) on account of the outstanding principal, accrued interest and other amounts, and also threatening to enforce the security in the event that USL did not make these further payments. Pursuant to an application filed by USL before the High Court in the writ proceedings, the High Court directed that, subject to USL depositing such further amount with the bank (which amount was duly deposited by USL), the bank should hold the amount in a suspense account and not deal with any of the secured assets including the shares until disposal of the original writ petition filed by USL before the High Court.

On 27 June 2019, a single judge bench of the High Court issued an order dismissing the writ petition filed by USL, amongst other things, on the basis that the matter involved an issue of breach of contract by USL and was therefore not maintainable in exercise of the court’s writ jurisdiction. USL has since filed an appeal against this order before a division bench of the High Court, which on 30 July 2019 has issued an interim order directing the bank to not deal with any of the secured assets until the next date of hearing. On 13 January 2020, the division bench of the High Court admitted the writ appeal and extended the interim stay. This appeal is currently pending. Based on the assessment of USL’s management supported by external legal opinions, USL continues to believe that it has a strong case on the merits and therefore continues to believe that the secured assets will be released to USL and the aforesaid amount of INR 459 million (£5 million)(£4 million) remains recoverable from IDBI.

(f) Tax
The international tax environment has seen increased scrutiny and rapid change over recent years bringing with it greater uncertainty for multinationals. Against this backdrop, Diageo has been monitoring developments and continues to engage transparently with the tax authorities in the countries where Diageo operates to ensure that the group manages its arrangements on a sustainable basis.

The group operates in a large number of markets with complex tax and legislative regimes that are open to subjective interpretation. interpretation, and for which tax audits can take several years to resolve. In the context of these operations, it is possible that tax exposures which have not yet materialised (including those which could arise as a result of tax assessments) may result in losses to the group. In the circumstances where tax authorities have raised assessments, challenging interpretations which may lead to a possible material outflow, these have been included as contingent liabilities. Where the potential tax exposures are known to us and have not been assessed, the group considers disclosure of such matters taking into account their size and nature, relevant regulatory requirements and potential prejudice of the future resolution or assessment thereof.

Diageo has a large number of ongoing tax cases in Brazil and India. Since assessing an accurate value of contingent liabilities in these markets requires a high degree of judgement, contingent liabilities are disclosed on the basis of the current known possible exposure from tax assessment values. While not all of these cases are individually significant, the current aggregate known possible exposure from tax assessment values is up to approximately £545£616 million for Brazil and up to approximately £131£90 million for India. The group believes that the likelihood that the tax authorities will ultimately prevail is lower than probable but higher than remote. Due to the
288276

Financial statements (continued)
fiscal environment in Brazil and in India, the possibility of further tax assessments related to the same matters cannot be ruled out and the judicial processes may take extended periods to conclude. Based on its current assessment, Diageo believes that no provision is required in respect of these issues.

Payments were made under protest in India in respect of the periods 1 April 2006 to 31 March 2019 in relation to tax assessments where the risk is considered to be remote or possible. These payments have to be made in order to be able to challenge the assessments and as such have been recognised as a receivable in the group's balance sheet. The total amount of payments under protest recognised as a receivable as at 30 June 20222023 is £120£116 million (corporate tax payments of £108£104 million and indirect tax payments of £12 million).

In the United States, a lawsuit was filed on 15 April 2019 by the National Association of Manufacturers (NAM) against the United States Department of the Treasury (US Treasury) and the United States Customs and Border Protection (CBP) on behalf of its affected industry members, including Diageo, to invalidate regulations published in February 2019 and to ensure that substitution drawback is permitted in accordance with 19 USC § 1313(j)(2) as amended by the Trade Facilitation and Trade Enforcement Act of 2015, which was enacted on 24 February 2016 (TFTEA). Substitution drawback permits the refund, including of excise taxes, paid on imported merchandise when sufficiently similar substitute merchandise is exported. The United States Congress passed the TFTEA to, among other things, clarify and broaden the standard for what constitutes substitute merchandise. This change should entitle Diageo to obtain substitution drawback in respect of certain eligible product categories. Despite this change in the law, the US Treasury and CBP issued final regulations in 2019 declaring that substitution drawback is not available for imports when substituted with an export on which no tax was paid. The Court of International Trade issued a judgment in favour of NAM on 18 February 2020, denying the request by the US Treasury and CBP for a stay of payment on 15 May 2020, and on 26 May 2020, ordered the immediate processing of claims. The US Treasury and CBP filed an appeal with the US Court of Appeals for the Federal Circuit in 2021. During the year ended 30 June 2022, the US Court of Appeals dismissed the appeal, confirming the decision of the Court of International Trade. The deadline for the US Treasury and CBP to seek a review at the US Supreme Court level has passed and, as a result, this matter has been resolved.

(g) Information requestOther disputes
On 31 May 2023, a complaint against Diageo North America, Inc (DNA) was filed in the Supreme Court of New York by Combs Wine and Spirits LLC (an entity associated with Mr Sean Combs) alleging, inter alia, breach of contract in respect of a joint venture agreement related to DeLeón tequila. DNA has receivedalso served notice of material breaches and termination to Mr Combs and his relevant associated entities of certain agreements related to services provided by Mr Combs and these entities in respect of Cîroc, and notice of material breaches and an inquiryintent to arbitrate in respect of the DeLeón joint venture agreement. Diageo categorically denies the allegations that have been made by Mr Combs and his associated parties in the complaint and will defend itself vigorously. Diageo will refrain from making any further disclosures given the US Securitiesinherent uncertainties of these matters and Exchange Commission requesting information relating to Diageo’s business operations in certain markets and to its policies, procedures and compliance environment. Diageo is responding to this information request but is currently unable to assess whether the inquiry will evolve into any enforcement action or, if this were to transpire, to quantify meaningfully the possible loss or range of loss, if any, to whichprejudicial nature any such action might give rise.disclosures may have on the potential outcomes related thereto or other associated matters.

(h) Other
The group has extensive international operations and routinely makes judgements on a range of legal, customs and tax matters which are incidental to the group's operations. Some of these judgements are or may become the subject of challenges and involve proceedings, the outcome of which cannot be foreseen. In particular, the group is currently a 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 a significant effect on the financial position of the Diageo group.
289277

Financial statements (continued)
20. 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 £599 million (2022 – £399 million (2021million; 2021 – £263 million; 2020 – £312 million).

(b) Other commitments
The future minimum lease rentals payable in the year ended 30 June 20222023 for short-term leases and leases of low-value assets are estimated at £36 million (2022 – £13 million (2021million; 2021 – £11 million; 2020 - £19 million). The total future cash outflows for leases that had not yet commenced, and not recognised as lease liabilities at 30 June 2022,2023, are estimated at £11 million (2022 – £11 million (2021million; 2021 – £132 million; 2020 - £133 million).

21. Related party transactions

Transactions between the group and its related parties are made on terms equivalent to those that prevail in arm’s length transactions.

(a) Subsidiaries
Transactions between the company and its subsidiaries are eliminated on consolidation and therefore are not disclosed. Details of the principal group companies are given in note 22.

(b) Associates and joint ventures
Sales and purchases to and from associates and joint ventures are principally in respect of premium drinks products but also include the provision of management services.
Transactions and balances with associates and joint ventures are set out in the table below:
 2022
£ million
2021
£ million
2020
£ million
Income statement items
Sales11 
Purchases31 23 29 
Balance sheet items
Group payables2 
Group receivables2 
Loans payable 
Loans receivable175 108 82 
Cash flow items
Loans and equity contributions, net66 38 47 
 2023 £ million2022 £ million2021 £ million
Income statement items
Sales10 11 
Purchases13 31 23 
Balance sheet items
Group payables2 
Group receivables1 
Loans payable — 
Loans receivable197 175 108 
Cash flow items
Loans and equity contributions, net93 66 38 
 
Other disclosures in respect of associates and joint ventures are included in note 6.

(c) Key management personnel
The key management of the group comprises the Executive and Non-Executive Directors, the members of the Executive Committee and the Company Secretary. They are listed under ‘Board of Directors and Company Secretary’ and ‘Executive Committee’.
 
2022
£ million
2021
£ million
2020
£ million
Salaries and short-term employee benefits10 10 
Annual incentive plan13 13 — 
Non-Executive Directors’ fees
Share-based payments(1)
19 12 (11)
Post employment benefits
Termination benefits— 
45 38 
 202320222021
£ million£ million£ million
Salaries and short-term employee benefits11 10 
Annual incentive plan6 13 13 
Non-Executive Directors’ fees1 
Share-based payments(1)
12 19 12 
Post employment benefits2 
Termination benefits — 
32 45 38 
(1)    Time-apportioned fair value of unvested options and share awards.

Non-Executive Directors do not receive share-based payments or post employment benefits.
290278

Financial statements (continued)
There were no transactions with these related parties during the year ended 30 June 20222023 on terms other than those that prevail in arm’s length transactions.

(d) Pension plans
In October 2022, Diageo plc provided an interim credit facility to Diageo Pension Trust Limited, consisting of £850 million for the Diageo Pension Scheme, to support temporary liquidity challenges until 29 December 2022. In December 2022, the maturity date was extended to 29 June 2023. The facility amount was reduced on 22 May 2023 to £350 million and on 14 June 2023 the maturity date was extended to 11 October 2023. The facility was subsequently cancelled on 25 July 2023.
The Diageo pension plans are recharged with the cost of administration services provided by the group to the pension plans and with professional fees paid by the group on behalf of the pension plans. The total amount recharged for the year was £0.1 million (2021(2022 – £0.1 million; 20202021 – £0.1 million).

(e) Directors’ remuneration
 2022
£ million
2021
£ million
2020
£ million
Salaries and short-term employee benefits
Annual incentive plan— 
Non-Executive Directors' fees
Share option exercises(1)
— — 
Shares vesting(1)
11 
Post employment benefits— — 
15 15 
 202320222021
£ million£ million£ million
Salaries and short-term employee benefits3 
Annual incentive plan2 
Non-Executive Directors' fees1 
Share option exercises(1)
 — 
Shares vesting(1)
4 
Post employment benefits1 — — 
11 15 
(1)    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.

279

Unaudited financial information
22. 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.
Country of incorporationCountry of operation
Percentage of equity owned(1)
Business description
Subsidiaries
Diageo Ireland Unlimited CompanyIrelandWorldwide100%Production, marketing and distribution of premium drinks
Diageo Great Britain LimitedEnglandGreat Britain100%Marketing and distribution of premium drinks
Diageo Scotland LimitedScotlandWorldwide100%Production, marketing and distribution of premium drinks
Diageo Brands B.V.NetherlandsWorldwide100%Marketing and distribution of premium drinks
Diageo North America, Inc.United StatesWorldwide100%Production, importing, marketing and distribution of premium drinks
United Spirits Limited(2)
IndiaIndia55.94%55.88%Production, importing, marketing and distribution of premium drinks
Diageo Capital plc(3)
ScotlandUnited Kingdom100%Financing company for the group
Diageo Capital B.V.(3)
NetherlandsNetherlands100%Financing company for the group
Diageo Finance plc(3)
EnglandUnited Kingdom100%Financing company for the group
Diageo Investment CorporationUnited StatesUnited States100%Financing company for the US group
Mey İçki Sanayi ve Ticaret A.Ş.TurkeyTurkey100%Production, marketing and distribution of premium drinks
Associates
Moët Hennessy, SAS(4)
FranceFrance34%Production, marketing and distribution of premium drinks
(1)    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.
(2)    Percentage ownership excludes 2.38% owned by the USL Benefit Trust.
(3)    Directly owned by Diageo plc.
(4)    French limited liability company.
291280

Financial statements (continued)Unaudited financial information
23. Post balance sheet events
On 14Starting 1 July 2022,2023, in line with reporting requirements the functional currency of Diageo announcedplc has changed from sterling to US dollar which is applied prospectively. This is because the group's share of net sales and expenses in the US and other countries whose currencies correlate closely with the US dollar has been increasing over the years, and that trend is expected to continue in line with the group's strategic focus. Diageo has also decided to change its presentation currency to US dollar with effect from 1 July 2023, applied retrospectively, as it had agreedbelieves that this change will provide better alignment of the reporting of performance with its business exposures.
Diageo will propose adopting new Articles of Association (New Articles) at the AGM to sell Guinness Cameroun S.A., its brewerybe held on 28 September 2023 which reflects the change in Cameroon,the functional currency of Diageo plc and presentation currency of the group from sterling to Castel GroupUS dollar. The New Articles shall, among other things, empower the Board to declare and/or pay dividends in any currency or currencies and enable the Board to make provisions for £389 million. The transactionshareholders to receive dividends in a different currency to the currency in which dividends were declared. Subject to the approval of the New Articles by shareholders at the AGM and commencing with the interim dividend that is expected to be completeddeclared in January 2024, Diageo’s future dividends will be declared in US dollar. Holders of ordinary shares will continue to receive their dividends in sterling but will have the first halfoption to elect to receive it in US dollar. Holders of ADRs will continue to receive dividends in US dollar.
On 31 July 2023, the year ending 30 June 2023, subjectBoard approved plans for a further return of capital programme of $1.0 billion to regulatory clearances. As per management’s judgement, the criteria to classify the business of Guinness Cameroun S.A. as held for sale are not met, hence such classification was not applied on 30 June 2022 in respect of this business.shareholders.


292281

Unaudited financial information
Definitions and reconciliation of non-GAAP measures to GAAP measures

Diageo’s strategic planning process is based on certain non-GAAP measures, including organic movements. These non-GAAP measures are chosen for planning and reporting, and some of them are used for incentive purposes. The group’s management believes that these measures provide valuable additional information for users of the financial statements in understanding the group’s performance. These non-GAAP measures should be viewed as complementary to, and not replacements for, the comparable GAAP measures and reported movements therein.
It is not possible to reconcile the forecast tax rate before exceptional items, forecast organic net sales growth and forecast organic operating profit growth to the most comparable GAAP measure as it is not possible to predict, without unreasonable effort, with reasonable certainty, the future impact of changes in exchange rates, acquisitions and disposals and potential exceptional items.

Volume
Volume is a performance indicator 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 and certain pre-mixed products that are classified as ready to drink in nine-litre cases, divide by ten.

Organic movements
Organic information is presented using sterling amounts on a constant currency basis excluding the impact of exceptional items, certain fair value remeasurement, hyperinflation 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.

Calculation of organic movements
The organic movement percentage is the amount in the row titled ‘Organic movement’ in the tables below, expressed as a percentage of the relevant absolute amount in the row titled ‘2022 adjusted’. Organic operating margin is calculated by dividing operating profit before exceptional items by net sales after excluding the impact of exchange rate movements, certain fair value remeasurements, hyperinflation and acquisitions and disposals.

(a) Exchange rates
Exchange in the organic movement calculation reflects the adjustment to recalculate the reported results as if they had been generated at the prior period weighted average exchange rates.
Exchange impacts in respect of the external hedging of intergroup sales by the markets in a currency other than their functional currency and the intergroup recharging of services are also translated at prior period weighted average exchange rates and are allocated to the geographical segment to which they relate. Residual exchange impacts are reported as part of the Corporate segment. Results from hyperinflationary economies are translated at forward-looking rates.
(b) Acquisitions and disposals
For acquisitions in the current period, the post-acquisition results are excluded from the organic movement calculations. For acquisitions in the prior period, post-acquisition results are included in full in the prior period but are included in the organic movement calculation from the anniversary of the acquisition date in the current period. The acquisition row also eliminates the impact of transaction costs that have been charged to operating profit in the current or prior period in respect of acquisitions that, in management’s judgement, are expected to be completed.

Where a business, brand, brand distribution right or agency agreement was disposed of or terminated in the reporting period, the group, in the organic movement calculations, excludes the results for that business from the current and prior period. In the calculation of operating profit, the overheads included in disposals are only those directly attributable to the businesses disposed of, and do not result from subjective judgements of management.

(c) Exceptional items
Exceptional items are those that in management’s judgement need to be disclosed separately. Such items are included within the income statement caption to which they relate, and are excluded from the organic movement calculations. Management believes that that separate disclosure of exceptional items and the classification between operating and non-operating items further helps investors to understand the performance of the group. Changes in estimates and reversals in relation to items previously recognised as exceptional are presented consistently as exceptional in the current year.

282

Unaudited financial information
Exceptional operating items are those that are considered to be material and unusual or non-recurring in nature and are part of the operating activities of the group, such as one-off global restructuring programmes which can be multi-year, impairment of intangible assets and fixed assets, indirect tax settlements, property disposals and changes in post employment plans.

Gains and losses on the sale or directly attributable to a prospective sale of businesses, brands or distribution rights, step up gains and losses that arise when an investment becomes an associate or an associate becomes a subsidiary and other material, unusual non-recurring items that are not in respect of the production, marketing and distribution of premium drinks, are disclosed as exceptional non-operating items below operating profit in the income statement.

Exceptional current and deferred tax items comprise material and unusual or non-recurring items that impact taxation. Examples include direct tax provisions and settlements in respect of prior years and the remeasurement of deferred tax assets and liabilities following tax rate changes.

(d) Fair value remeasurement
Fair value remeasurement in the organic movement calculation reflects an adjustment to eliminate the impact of fair value changes in biological assets, earn-out arrangements that are accounted for as remuneration and fair value changes relating to contingent consideration liabilities and equity options that arose on acquisitions recognised in the income statement.

Growth on a constant basis
Growth on a constant basis is a measure used by the group to understand the trends of the business and its recovery towards pre-Covid-19 performance.
2019 to 2023 growth on a constant basis for volume, sales, net sales and operating profit before exceptional items is calculated by adding up the respective periods’ organic movement in the row titled ‘Organic movement’ in the tables below, expressed as a percentage of the relevant absolute amount in the row titled '2019 adjusted’. The most comparable GAAP financial measure is '2019 to 2023 reported movement %' in the tables below which is calculated by combining the reported movements for the respective periods, expressed as a percentage of the 2019 reported amount.

Adjustment in respect of hyperinflation
The group's experience is that hyperinflationary conditions result in price increases that include both normal pricing actions reflecting changes in demand, commodity and other input costs or considerations to drive commercial competitiveness, as well as hyperinflationary elements and that for the calculation of organic movements, the distortion from hyperinflationary elements should be excluded.
Cumulative inflation over 100% (2% per month compounded) over three years is one of the key indicators within IAS 29 to assess whether an economy is deemed to be hyperinflationary. As a result, the definition of 'Organic movements' includes price growth in markets deemed to be hyperinflationary economies, up to a maximum of 2% per month while also being on a constant currency basis. Corresponding adjustments have been made to all income statement related lines in the organic movement calculations.
In the tables presenting the calculation of organic movements, 'hyperinflation' is included as a reconciling item between reported and organic movements and that also includes the relevant IAS 29 adjustments.

283

Unaudited financial information
Organic movement calculations for the year ended 30 June 2023 were as follows:


North America
million
Europe
million
Asia
Pacific
million
Latin America
and Caribbean
million
Africa
million
Corporate
million
Total
million
Volume (equivalent units)
2019 reported49.4 45.4 95.1 22.4 33.6 — 245.9 
Disposals(2.1)(0.1)— — (2.7)— (4.9)
2019 adjusted47.3 45.3 95.1 22.4 30.9 — 241.0 
Organic movement (2020)0.1 (5.2)(14.5)(3.4)(4.0) (27.0)
Organic movement (2021)5.1 2.9 7.0 4.1 4.8  23.9 
Organic movement (2022)1.4 8.5 6.6 4.0 4.0  24.5 
2020, 2021 and 2022 movement on a constant basis6.6 6.2 (0.9)4.7 4.8  21.4 
Volume (equivalent units)
2022 reported54.851.294.227.135.7— 263.0
Disposals(2)
— (0.8)(23.3)— (1.9)— (26.0)
2022 adjusted54.8 50.4 70.9 27.1 33.8 — 237.0 
Organic movement(2.5)0.1 3.9 (0.9)(2.4) (1.8)
Acquisitions and disposals(2)
0.1 0.8 6.0  1.3  8.2 
2023 reported52.4 51.3 80.8 26.2 32.7  243.4 
Organic movement %(5) 5 (3)(7) (1)
2019 to 2023 reported growth %6 13 (15)17 (3) (1)
2019 to 2023 growth on a constant basis %9 14 3 17 8  8 

North America
£ million
Europe
£ million
Asia
Pacific
£ million
Latin America
and Caribbean
£ million
Africa
£ million
Corporate
£ million
Total
£ million
Sales
2022 reported6,682 5,740 5,624 1,945 2,403 54 22,448 
Exchange(51)(149)(4)(19)(1)— (224)
Disposals(2)
— (36)(884)— (195)— (1,115)
Hyperinflation— (213)— — — — (213)
2022 adjusted6,631 5,342 4,736 1,926 2,207 54 20,896 
Organic movement(15)553 317 132 71 33 1,091 
Acquisitions and disposals(2)
23 22 225 6 156  432 
Exchange743 (205)125 196 (48)1 812 
Hyperinflation 284     284 
2023 reported7,382 5,996 5,403 2,260 2,386 88 23,515 
Organic movement % 10 7 7 3 61 5 
284

Unaudited financial information
North America
£ million
Europe
£ million
Asia
Pacific
£ million
Latin America
and Caribbean
£ million
Africa
£ million
Corporate
£ million
Total
£ million
Net sales
2019 reported4,460 2,939 2,688 1,130 1,597 53 12,867 
Exchange(34)(19)(2)(48)
Reclassification— — — (10)— — (10)
Disposals(75)(1)(1)(1)(91)— (169)
2019 adjusted4,351 2,919 2,688 1,123 1,504 55 12,640 
Organic movement (2020)105 (358)(423)(169)(200)(16)(1,061)
Organic movement (2021)929 108 308 275 258 (18)1,860 
Organic movement (2022)754 766 402 451 308 35 2,716 
2020, 2021 and 2022 movement on a constant basis1,788 516 287 557 366 1 3,515 
Net sales
2022 reported6,095 3,212 2,884 1,525 1,682 54 15,452 
Exchange(1)
(46)(44)(8)(16)(1)— (115)
Disposals(2)
— (29)(137)— (130)— (296)
Hyperinflation— (71)— — — — (71)
2022 adjusted6,049 3,068 2,739 1,509 1,551 54 14,970 
Organic movement11 347 353 142 83 33 969 
Acquisitions and disposals(2)
20 20 35 3 104  182 
Exchange(1)
678 (41)73 145 (39)1 817 
Hyperinflation 175     175 
2023 reported6,758 3,569 3,200 1,799 1,699 88 17,113 
Organic movement % 11 13 9 5 61 6 
2019 to 2023 reported growth %52 21 19 59 6 66 33 
2019 to 2023 growth on a constant basis %41 30 24 62 30 62 35 
North America
£ million
Europe
£ million
Asia
Pacific
£ million
Latin America
and Caribbean
£ million
Africa
£ million
Corporate
£ million
Total
£ million
Marketing
2022 reported1,200 577 490 243 199 12 2,721 
Exchange(12)(2)(3)(2)(1)(15)
Fair value remeasurement of contingent considerations, equity option and earn out arrangements— — — — — 
Disposals(2)
— (1)— — (9)— (10)
Hyperinflation— (6)— — — — (6)
2022 adjusted1,189 575 488 240 188 11 2,691 
Organic movement22 42 46 34 4 4 152 
Acquisitions and disposals(2)
15 3  1 4 2 25 
Exchange134 (2)12 21 (1)2 166 
Hyperinflation 17     17 
2023 reported1,360 635 546 296 195 19 3,051 
Organic movement %2 7 9 14 2 36 6 

285

Unaudited financial information
Operating profit before exceptional itemsNorth America
£ million
Europe
£ million
Asia
Pacific
£ million
Latin America
and Caribbean
£ million
Africa
£ million
Corporate
£ million
Total
£ million
2019 reported4,116 
Disposal(29)
2019 adjusted4,087 
Organic movement (2020)(589)
Organic movement (2021)627 
Organic movement (2022)995 
2020, 2021 and 2022 movement on a constant basis1,033 
Operating profit before exceptional items
2022 reported2,454 1,017 711 538 315 (238)4,797 
Exchange(1)
(31)(13)(5)(14)11 (30)(82)
Fair value remeasurement of contingent considerations and equity option(32)(36)— — — (60)
Acquisitions and disposals(2)
(18)(26)— (18)— (56)
Hyperinflation— (1)— — — — (1)
2022 adjusted2,397 949 680 532 308 (268)4,598 
Organic movement(57)103 200 62 37 (24)321 
Acquisitions and disposals(2)
(18)(13)5  27 (6)(5)
Fair value remeasurement of contingent considerations, equity option and earn out arrangements87 25  1   113 
Exchange(1)
280 18 20 66 (152)(28)204 
Hyperinflation 23     23 
2023 reported2,689 1,105 905 661 220 (326)5,254 
Organic movement %(2)11 29 12 12 (9)7 
Organic operating margin % (3)
202338.6 30.8 28.5 36.0 21.1 n/a30.9 
202239.6 30.9 24.8 35.3 19.9 n/a30.7 
Margin movement (bps)(101)(13)363 72 126 n/a15 
2019 to 2021 reported growth %28 
2019 to 2023 growth on a constant basis %33 
(i)    For the reconciliation of sales to net sales, see page 213.
(ii)    Percentages and margin movements are calculated on rounded figures.

Notes: Information in respect of the organic movement calculations

(1)    The impact of movements in exchange rates on reported figures for operating profit was principally in respect of the favourable exchange impact of the strengthening of the US dollar and Mexican peso against the sterling, partially offset by the weakening of the Nigerian naira, Ghanaian cedi and the Turkish lira.
(2)    Acquisitions and disposals that had an effect on volume, sales, net sales, marketing and operating profit in the year ended 30 June 2023, are detailed on page 285.
(3)    Organic operating margin calculated by dividing Operating profit before exceptional items by net sales.


















286

Business review (continued)
In the year ended 30 June 2023, the acquisitions and disposals that affected volume, sales, net sales, marketing and operating profit were as follows, as per footnote (2) on the previous page:

 Volume
equ. units million
Sales
£ million
Net sales
£ million
Marketing
£ million
Operating
profit
£ million
Year ended 30 June 2022
Acquisitions
Chase Distillery— — — — 
Lone River Ranch Water— — — — 
— — — — 
Disposals
USL Popular brands(23.3)(884)(137)— (26)
Archers brand(0.1)(16)(10)— (7)
Meta Abo Brewery(0.3)(16)(12)(1)
Picon brand(0.7)(20)(19)(1)(12)
Guinness Cameroun S.A.(1.6)(179)(118)(8)(26)
(26.0)(1,115)(296)(10)(63)
Acquisitions and disposals(26.0)(1,115)(296)(10)(56)
Year ended 30 June 2023
Acquisitions
Mr Black 8 7 3 (2)
Balcones Distilling 4 4 4 (12)
Mezcal Unión 8 4 3 (1)
21Seeds0.1 9 8 8 (9)
Don Papa Rum0.1 10 10 3 (15)
0.2 39 33 21 (39)
Disposal
USL Popular brands6.0 225 35  5 
Archers brand0.7 12 10  2 
Guinness Cameroun S.A.1.3 156 104 4 27 
8.0 393 149 4 34 
Acquisitions and disposals8.2 432 182 25 (5)
287

Business review (continued)
Earnings per share before exceptional items
Earnings per share before exceptional items is calculated by dividing profit attributable to equity shareholders of the parent company before exceptional items by the weighted average number of shares in issue.
Earnings per share before exceptional items for the year ended 30 June 2023 and 30 June 2022 are set out in the table below:
 2023 £ million2022 £ million
Profit attributable to equity shareholders of the parent company3,734 3,249 
Exceptional operating and non-operating items294 405 
Exceptional tax items and tax in respect of exceptional operating and non-operating items(186)(31)
Exceptional items attributable to non-controlling interests(141)(103)
Profit attributable to equity shareholders of the parent company before exceptional items3,701 3,520 
Weighted average number of sharesmillionmillion
Shares in issue excluding own shares2,264 2,318 
Dilutive potential ordinary shares7 
Diluted shares in issue excluding own shares2,271 2,325 
 pencepence
Basic earnings per share before exceptional items163.5 151.9 
Diluted earnings per share before exceptional items163.0 151.4 

1. Five years financial informationFree cash flow
Free cash flow comprises the net cash flow from operating activities aggregated with the net cash received/paid for working capital loans receivable, cash paid or received for investments and the net cash expenditure paid for property, plant and equipment and computer software that are included in net cash flow from investing activities.
The following tables present selected consolidated financial data for Diageoremaining components of net cash flow from investing activities that do not form part of free cash flow, as defined by the group’s management, are in respect of the acquisition and sale of businesses and non-working capital loans to and from associates.
The group’s management regards a portion of the purchase and disposal of property, plant and equipment and computer software as ultimately non-discretionary since ongoing investment in plant, machinery and technology is required to support the day-to-day operations, whereas acquisition and sale of businesses are discretionary.
Where appropriate, separate explanations are given for the fiveimpacts of acquisition and sale of businesses, dividends paid and the purchase of own shares, each of which arises from decisions that are independent from the running of the ongoing underlying business.
Free cash flow reconciliations for the years ended 30 June 2023 and 30 June 2022 are set out in the table below:
 2023 £ million2022 £ million
Net cash inflow from operating activities3,024 3,935 
Disposal of property, plant and equipment and computer software13 17 
Purchase of property, plant and equipment and computer software(1,180)(1,097)
Movements in loans and other investments(57)(72)
Free cash flow1,800 2,783 
288

Business review (continued)
Operating cash conversion
Operating cash conversion is calculated by dividing cash generated from operations excluding cash inflows and asoutflows in respect of exceptional items, dividends received from associates, maturing inventories, provisions, other items and post employment payments in excess of the amount charged to operating profit by operating profit before depreciation, amortisation, impairment and exceptional operating items.
The measure is excluding any hyperinflation adjustment above the organic treatment of hyperinflationary economies. The ratio is stated at the budgeted exchange rates for the respective year ends. The data presented belowand is expressed as a percentage.

Operating cash conversion for the five years ended 30 June 2023 and 30 June 2022 were as follows:
 2023
£ million
2022
£ million
Profit for the year3,766 3,338 
Taxation970 1,049 
Share of after tax results of associates and joint ventures(370)(417)
Net finance charges594 422 
Non-operating items(328)17 
Operating profit4,632 4,409 
Exceptional operating items622 388 
Fair value remeasurement(124)(60)
Depreciation, amortisation and impairment(1)
496 489 
Hyperinflation adjustment(28)(10)
Retranslation to budgeted exchange rates(198)27 
5,400 5,243 
Cash generated from operations4,779 5,212 
Net exceptional cash paid(2)
25 15 
Post employment payments less amounts included in operating profit(1)
25 89 
Net movement in maturing inventories(3)
577 360 
Provision movement65 58 
Dividends received from associates(219)(190)
Other items(1)
14 (53)
Hyperinflation adjustment(29)(22)
Retranslation to budgeted exchange rates(198)42 
5,039 5,511 
Operating cash conversion93.3 %105.1 %
(1)    Excluding exceptional items.
(2)    Exceptional cash payments for winding down our Russian operations was £13 million (2022 – £13 million) and for Supply chain agility programme was £12 million (2022 - £nil). In the year ended 30 June 2022 exceptional cash payments for other donations were £2 million.
(3)    Excluding non-cash movements such as exchange and the respective year ends has beenimpact of acquisitions and disposals.
289

Business review (continued)
Return on average invested capital
Return on average invested capital is used by management to assess the return obtained from the group’s asset base and is calculated to aid evaluation of the performance of the business.
The profit used in assessing the return on average invested capital reflects operating profit before exceptional items attributable to equity shareholders of the parent company plus share of after tax results of associates and joint ventures after applying the tax rate before exceptional items for the fiscal year. Average invested capital is calculated using the average derived from Diageo’sthe consolidated financial statements.balance sheets at the beginning, middle and end of the year. Average capital employed comprises average net assets attributable to equity shareholders of the parent company for the year, excluding net post employment benefit assets/liabilities (net of deferred tax) and average net borrowings. This average capital employed is then aggregated with the average restructuring and integration costs net of tax, and goodwill written off to reserves at 1 July 2004, the date of transition to IFRS, to obtain the average total invested capital.
Calculations for the return on average invested capital for the years ended 30 June 2023 and 30 June 2022 are set out in the table below:
 2023 £ million2022 £ million
Operating profit4,632 4,409 
Exceptional operating items622 388 
Profit before exceptional operating items attributable to non-controlling interests(173)(192)
Share of after tax results of associates and joint ventures370 417 
Tax at the tax rate before exceptional items of 23.0% (2022 – 22.5%)(1,294)(1,173)
4,157 3,849 
Average net assets (excluding net post employment benefit assets/liabilities)8,924 8,428 
Average non-controlling interests(1,638)(1,641)
Average net borrowings14,949 12,859 
Average integration and restructuring costs (net of tax)1,639 1,639 
Goodwill at 1 July 20041,562 1,562
Average invested capital25,436 22,847 
Return on average invested capital16.3%16.8%

Year ended 30 June
20222021202020192018
Income statement data£ million£ million£ million£ million£ million
Sales22,448 19,153 17,697 19,294 18,432 
Excise duties(6,996)(6,420)(5,945)(6,427)(6,269)
Net sales15,452 12,733 11,752 12,867 12,163 
Cost of sales(5,973)(5,038)(4,654)(4,866)(4,634)
Gross profit9,479 7,695 7,098 8,001 7,529 
Marketing(2,721)(2,163)(1,841)(2,042)(1,882)
Other operating items(2,349)(1,801)(3,120)(1,917)(1,956)
Operating profit4,409 3,731 2,137 4,042 3,691 
Non-operating items(17)14 (23)144 — 
Net interest and other finance charges(422)(373)(353)(263)(260)
Share of after tax results of associates and joint ventures417 334 282 312 309 
Profit before taxation4,387 3,706 2,043 4,235 3,740 
Tax before exceptional items(1,080)(823)(743)(859)(799)
Exceptional taxation31 (84)154 (39)203 
Profit for the year3,338 2,799 1,454 3,337 3,144 
Weighted average number of sharesmillionmillionmillionmillionmillion
Shares in issue excluding own shares2,318 2,337 2,346 2,418 2,484 
Dilutive potential ordinary shares7 10 11 
2,325 2,345 2,354 2,428 2,495 
Per share datapencepencepencepencepence
Basic earnings per share140.2 113.8 60.1 130.7 121.7 
Diluted earnings per share139.7 113.4 59.9 130.1 121.1 
Dividend per share76.18 72.55 69.88 68.57 65.30 

290

Business review (continued)
Adjusted net borrowings to adjusted EBITDA
Diageo manages its capital structure with the aim of achieving capital efficiency, providing flexibility to invest through the economic cycle and giving efficient access to debt markets at attractive cost levels. The group regularly assesses its debt and equity capital levels to enhance its capital structure by reviewing the ratio of adjusted net borrowings to adjusted EBITDA (earnings before exceptional operating items, non-operating items, interest, tax, depreciation, amortisation and impairment).
Calculations for the ratio of adjusted net borrowings to adjusted EBITDA for the years ended 30 June 2023 and 30 June 2022 are set out in the table below:
 2023 £ million2022 £ million
Borrowings due within one year1,701 1,522 
Borrowings due after one year14,801 14,498 
Fair value of foreign currency derivatives and interest rate hedging instruments30 (73)
Lease liabilities448 475 
Less: Cash and cash equivalents(1,439)(2,285)
Net borrowings15,541 14,137 
Post employment benefit liabilities before tax373 402 
Adjusted net borrowings15,914 14,539 
Profit for the year3,766 3,338 
Taxation970 1,049 
Net finance charges594 422 
Depreciation, amortisation and impairment (excluding exceptional impairment)496 492 
Exceptional impairment570 336 
EBITDA6,396 5,637 
Exceptional operating items (excluding impairment)52 49 
Non-operating items(328)17 
Adjusted EBITDA6,120 5,703 
Adjusted net borrowings to adjusted EBITDA2.62.5



291


Tax rate before exceptional items
Tax rate before exceptional items is calculated by dividing the total tax charge before tax charges and credits in respect of exceptional items, by profit before taxation adjusted to exclude the impact of exceptional operating and non-operating items, expressed as a percentage. The measure is used by management to assess the rate of tax applied to the group’s operations before tax on exceptional items.
The tax rates from operations before exceptional and after exceptional items for the years ended 30 June 2023 and 30 June 2022 are set out in the table below:
 2023 £ million2022 £ million
Taxation on profit (a)970 1,049 
Tax in respect of exceptional items129 31 
Exceptional tax credit57 — 
Tax before exceptional items (b)1,156 1,080 
Profit before taxation (c)4,736 4,387 
Non-operating items(328)17 
Exceptional operating items622 388 
Profit before taxation and exceptional items (d)5,030 4,792 
Tax rate after exceptional items (a/c)20.5 %23.9 %
Tax rate before exceptional items (b/d)23.0 %22.5 %


292


Other definitions
Volume share is a brand’s retail volume expressed as a percentage of the retail volume of all brands in its segment. Value share is a brand’s retail sales value expressed as a percentage of the retail sales value of all brands in its segment. Unless otherwise stated, share refers to value share.

Net sales are sales less excise duties. Diageo incurs excise duties throughout the world. In the majority of countries, excise duties are effectively a production tax which becomes payable when the product is removed from bonded premises and is not directly related to the value of sales. It is generally not included as a separate item on external invoices; increases in excise duties are not always passed on to the customer and where a customer fails to pay for a product received, the group cannot reclaim the excise duty. The group therefore recognises excise duty as a cost to the group.


Price/mix is the number of percentage points difference between the organic movement in net sales and the organic movement in volume. The difference arises because of changes in the composition of sales between higher and lower priced variants/markets or as price changes are implemented.

Shipments comprise the volume of products sold to Diageo’s immediate (first tier) customers. Depletions are the estimated volume of the onward sales made by Diageo's immediate customers. Both shipments and depletions are measured on an equivalent units basis.

References to emerging markets include Poland, Eastern Europe, Turkey, Latin America and Caribbean, Africa and Asia Pacific (excluding Australia, Korea and Japan).

References to reserve brands include, but are not limited to, Johnnie Walker Blue Label, Johnnie Walker Green Label, Johnnie Walker Gold Label Reserve, Johnnie Walker Aged 18 Years, John Walker & Sons Collection and other Johnnie Walker super and ultra-premium brands; The Singleton, Cardhu, Talisker, Lagavulin, Oban and other malt brands; Buchanan’s Special Reserve, Buchanan’s Red Seal; Haig Club whisky; Copper Dog whisky; Roe & Co; Bulleit Bourbon, Bulleit Rye; Orphan Barrel whiskey; Balcones whisky and rum; Tanqueray No. TEN and Tanqueray Malacca gin; Aviation, Chase, Jinzu and Villa Ascenti gin; Cîroc, Ketel One vodka, Ketel One Botanical; Don Julio, Casamigos, DeLeón and 21Seeds tequila; Mezcal Unión mezcal; Zacapa, Bundaberg Master Distillers' Collection, Pampero Aniversario and Don Papa rum; Shui Jing Fang, Seedlip, Belsazar and Pierde Almas.

References to global giants include the following brand families: Johnnie Walker, Smirnoff, Captain Morgan, Baileys, Tanqueray and Guinness. Local stars include Buchanan’s, Bundaberg, Crown Royal, JεB, McDowell’s, Old Parr, Yenì Raki, Black & White, Shui Jing Fang, Windsor and Ypióca. Global giants and local stars exclude ready to drink, non-alcoholic variants and beer except Guinness. References to Shui Jing Fang represent total Chinese white spirits of which Shui Jing Fang is the predominant brand.

References to ready to drink also include ready to serve products, such as pre-mixed cans in some markets.

References to beer include cider, flavoured malt beverages and some non-alcoholic products such as Malta Guinness.

The results of Hop House 13 Lager are included in the Guinness figures.

There is no industry-agreed definition for price tiers and for data providers such as IWSR, definitions can vary by market. Diageo bases price tier definitions on a methodology that uses external metrics (including market pricing data from Nielsen, IRI etc., as well as the IWSR segmentation) for benchmarking and internal pricing metrics for a consistent segmentation.

References to the disposal of the USL Popular brands include non-exhaustively the Haywards, Old Tavern, White Mischief, Honey Bee, Green Label and Romanov brands.

References to the group include Diageo plc and its consolidated subsidiaries.











293

Unaudited financial information
As at 30 June
20222021202020192018
Balance sheet data£ million£ million£ million£ million£ million
Non-current assets23,582 20,508 21,837 21,923 21,024 
Current assets12,934 11,445 11,471 9,373 8,691 
Total assets36,516 31,953 33,308 31,296 29,715 
Current liabilities(8,442)(7,142)(6,496)(7,003)(6,360)
Non-current liabilities(18,560)(16,380)(18,372)(14,137)(11,642)
Total liabilities(27,002)(23,522)(24,868)(21,140)(18,002)
Net assets9,514 8,431 8,440 10,156 11,713 
Share capital723 741 742 753 780 
Share premium1,351 1,351 1,351 1,350 1,349 
Other reserves2,174 1,621 2,272 2,372 2,133 
Retained earnings3,550 3,184 2,407 3,886 5,686 
Equity attributable to equity shareholders of the parent company7,798 6,897 6,772 8,361 9,948 
Non-controlling interests1,716 1,534 1,668 1,795 1,765 
Total equity9,514 8,431 8,440 10,156 11,713 
Net borrowings(14,137)(12,109)(13,246)(11,277)(9,091)
Non-financial reporting boundaries and methodologies

The non-financial reporting boundaries and methodologies outlined here relate to the social and environmental performance disclosures set out in the Annual Report and the ESG Reporting Index. We describe below the general reporting methodologies and boundaries related to both non-environmental and environmental reporting. Where there are exceptions to these general reporting methodologies and boundaries, these have been included with the specific metric in the tables that follow.

General reporting methodology and boundaries, covering both non-environmental and environmental metric reporting


I. Reporting period
Our reporting covers the financial year ended 30 June 2023 unless otherwise stated.
II. Scope
Unless otherwise stated(1), the boundaries for all non-financial information disclosed in the Annual Report and the ESG Reporting Index include the performance of the global operations of Diageo plc and its subsidiaries, together with the attributable share of the results of significant joint ventures and joint operations.
The reporting boundaries are based on the principles outlined by the non-financial reporting strategy of our management, the nature of each indicator and, in the case of our greenhouse gas (GHG) emissions metrics, the Greenhouse Gas Protocol.
Environmental data and health and safety data is collected and reported for all operational sites and office sites with more than 50 employees where we have operational control. The environmental impacts associated with leased facilities that do not meet the criteria already mentioned are excluded and considered immaterial to the company’s overall impacts. This scope is reviewed every year to assess the data and extent of impacts.
GHG emissions associated with leased vehicles under operational control are being reviewed and reassessed to determine material significance to overall emissions and extent of overlap with Scope 3 indirect emissions. This review will be concluded in fiscal 24; our current estimate indicates leased vehicles may contribute 4%-5% of Scope 1 emissions or <0.5% of Scope 3 emissions.
Material changes to environmental reporting methodologies are ratified at quarterly 2030 grain to glass Strategic Business Review meetings, chaired by the President, Global Supply Chain & Procurement and Chief Sustainability Officer.

Exceptions to and limitations of each indicator are explained in the following pages section of this document.
III. Baseline and targets
The financial year ended 30 June 2020 is our baseline year. It applies to the majority of our ‘Society 2030: Spirit of Progress‘ targets. Exceptions are described in the following pages. The baseline data is used as the basis for calculating progress against our targets.
We aim to achieve each target by fiscal 30, unless otherwise stated in the following pages of this document.
IV. Acquisitions and disposals
New acquisitions are included in the consolidated reporting for non-financial disclosure from the date when control passes or as soon as practically feasible, and no later than one year after assuming operational control.(2) This duration varies as each new acquisition has unique systems and processes that must be integrated. In case of disposals, data associated with the divestment is removed from the baseline, intervening years and current year unless otherwise stated in the following pages.
V. Restatements
We may have to restate historical data due to structural changes in our operations, including from acquisitions and divestments; improvements in data accuracy and calculation methodologies; material changes to relevant policies; and material changes in our non-financial reporting.
To determine whether we need to restate historical data, we examine whether the qualitative or quantitative impacts of the changes to our non-financial reporting are material enough to compromise the accuracy, consistency and relevance of the reported information. In case a restatement for environmental data is necessary, we restate the data for the baseline year and intervening years.
In case of our environmental data, we may need to adjust data to reflect updates to GHG emission factors, in line with the GHG Protocol recommendations; and any changes in reporting policy that result in a material change to the baseline of more than 1%. We also restate data where we can show that structural changes regarding outsourcing and insourcing have an impact of more than 1%. In certain cases, where historical data is unavailable, the environmental impacts for the baseline year and intervening years are extrapolated from current environmental impact data, based on production patterns.
In fiscal 23, the baseline year GHG emissions impacts were restated to reflect changes to CO2e emission factors and updated calorific values.

(1) Non-financial information, including baseline information, excludes the performance attributable to one of our business units in Greater China due to local regulatory                 restrictions. We believe the exclusion of this data does not materially impact our non-financial performance. We restate baseline and intervening years' non-financial information to reflect divestments, acquisitions, the exclusion of a business unit in China due to local regulatory restrictions, and any other changes that would otherwise compromise the accuracy, consistency and relevance of the reported information.    
(2) We define operational control using the definition of accounting standards for most of our ESG metrics. For greenhouse gas emissions, our definition is aligned with the Greenhouse Gas Protocol.
294


VI. Reliability and accuracy of data
We have processes that govern the collection, review and validation of non-financial data included in this report, at market, regional and global levels. We have clear reporting lines and documentation of our processes; this report provides more detail about our reporting methodologies and calculation processes. Reporting methodologies are reviewed and updated each year by leadership teams.
While we make every effort to capture all information as accurately as possible, it is neither feasible nor practical to measure all data with absolute certainty. Where we have made estimates or exercised judgement, this is highlighted within the reporting methodologies.
Some of our listed subsidiaries also publish sustainability information either as standalone reports or as part of their annual report. Examples of sustainable information reporting are linked below:
United Spirits Limited: https://media.diageo.com/diageo-corporate-media/media/wxaflz30/united-spirits-limited-esg-reporting-index-2022.pdf
Sichuan Swellfun Co, Ltd: https://www.swellfun.com/ueditor/php/upload/file/20230426/1682490877231414.pdf
East Africa Breweries PLC: https://www.eabl.com/sites/default/files/documents/EABL_Sustainability_Report-2022.pdf
Guinness Nigeria plc: https://www.guinness-nigeria.com/PR1346/aws/media/14677/f22-sustainability-report.pdf
VII. Reporting systems
We use four main systems to collect, validate and analyse reported data.
Human Resources data is reported at site level using Workday, our global information management systems. HR data is collected on a monthly basis for all Workday markets.(1) Non-Workday markets(2) data is manually captured offline via HR Directors and the points of contact only for annual reports. Both Workday and non-Workday markets data are then consolidated.
Health and Safety information for performance measures is collected locally, on a monthly basis, using site held incident reports. This is collated and analysed using a web-based information management system and reported externally on an annual basis.
Environmental data is collected on key measures of environmental performance every year. This is collated and analysed using a web-based environmental management system.
Market-level ‘Society 2030: Spirit of Progress‘ data: Where ‘Society 2030: Spirit of Progress‘ programmes are managed at a local level, data is collated every quarter. The data is compiled at market, regional and global levels, alongside our other ‘Society 2030: Spirit of Progress‘ targets, and is reviewed by general managers, functional leadership teams, the 2030 grain to glass Strategic Business Review (SBR) and the Global Executive Committee during quarterly meetings.
This regular assessment of performance enables us to manage programme risks and opportunities and helps us ensure that we have the right level of resources to deliver on our commitments.

Scope and methodology of physical and transition climate risk scenario analysis reported on page 294.

Scenario analysis of physical risks
Important note on scenario analysis:
Climate risk scenario analysis has limitations: it is not a predictor of the future and it is limited by the assumptions used, which themselves are subject to uncertainty. No single scenario is likely to materialise in the coming decades, and we are all likely to be exposed to both physical and transition risks as the world continues to warm as a consequence of emissions already in the atmosphere. The pathway to reducing emissions is also highly variable, as governments and industry pursue a variety of means, such as introducing regulation and developing new technologies. Nevertheless, scenario analysis is a powerful tool to understand how our business could be impacted under certain plausible but severe future conditions, and it allows us to understand where risks and opportunities are most likely to materialise, to understand trends and to integrate these into our strategy.
Following the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD), we conducted scenario analysis to determine the likely financial impact of the most important physical risks on our assets and operations. The physical risks we identified of most importance were:
1.Water supply: Inability to produce brands due to constrained water supply as a result of drought caused by chronic climate change.
2.Agricultural material supply: Increased cost of raw materials due to scarcity caused by changes in growing conditions caused by chronic climate change
3.Site integrity: Inability to produce products, or damage to stored products due to acute weather events (floods or storms)
4.Disruption to agricultural material supply: Inability to receive agricultural materials due to acute weather events (floods or storms).
Using the best available climate data and natural catastrophe-modelling techniques, our climate resilience partners calculated projected Estimated Annual Losses (EALs) and Value at Risk (VaR) for the present day and two future time periods (the 2030s and 2050s) under two climate scenarios. For most climate variables, these climate scenarios include a ‘moderate’ emissions reduction pathway (RCP4.5 or SSP245) and a ‘worst-case’ pathway (RCP 8.5 or SSP 585). The results were expressed as:
Present day and projected EALs driven by:
The impact of drought, river floods and tropical windstorms on owned and third-party-operated production assets
The impact of floods and tropical windstorms on supplier assets (glass and cans);
295


and present day and projected VaR associated with:
The exposure of production assets to water stress
The exposure of production and supplier assets to tropical windstorms.
Please see the diagram on page 294 for a summary of the scope of our physical and transition risk assessments and scenario analysis.)

(1) Markets using our Workday online Human Resource system
(2) Non-Workday markets refer to markets where the Workday online Human Resource System is not used.

A summary of the scope of our physical and transition risk assessments and scenario analysis
TimeframeShort term (0-5yrs)Medium term (2030)Long term (2050)
GeographyAll Diageo and key third-party operations in North America, Scotland (fiscal 21); India, Africa, Mexico and Turkey (fiscal 22); and Asia Pacific, Europe and Latin America and Caribbean (fiscal 23).
Risk types
Physical risks
Water (availability, quality, temperature), temperature,
flooding, landslide, wildfires, wind, humidity
Transition risks and opportunities
Temperature scenarios+4 to +5ºC (extreme)
RCP 8.5'
+2 to +3ºC (moderate)
RCP 4.5'
1.5ºC to 2ºC (Paris agreement)
RCP 2.6'
Scope
Raw materials
1,200+ suppliers' sites
Key raw materials* (wheat, barley, maize, cane and beet sugar, vanilla, aniseed, grapes, broken rice, sorghum, agave, dairy, hops)
*+4 to +5ºC scenario only
Processing
Approximately 250 Diageo and third-party operations' sites
Detailed assessments of 39 sites
Distribution
Key road, rail routes
Key sea ports (69)
Risks reviewed
Policy and legal risks
Technology risks
Market risks
Reputation risks
Opportunities
Resource efficiency
Energy source
Products and services
Markets
Scenario analysis
Energy
Transport
Packaging
Raw materials
Scenario analysis
Pack weight reduction
Circular offerings
Scenario analysis of transition risks
Over fiscal years 21-23, we have conducted scenario analysis of the impact on our financial performance of transition risks stemming from a Paris-aligned scenario. Our modelling envisages a successful transition to a low-carbon economy in time to keep the temperature rise to 1-2⁰C by 2100 and assumes a variety of decarbonisation challenges and opportunities relating to ingredients, energy, packaging and transport costs, and changes in demand for our products (to 2030 and 2050). Over consecutive years, we have refined the model and incorporated data relating to our entire business, including production volume, sales, raw materials and packaging costs, and projected growth rates by category and market to inform future scenarios.
In modelling the financial impact of a successful transition to a low-carbon economy, we considered two scenarios:
1.A baseline scenario which incorporates stated policies and national targets that are already in place and have detailed measures for their realisation; and
2.A transition scenario that assumes the world successfully reaches net zero emissions by 2050. This scenario considers necessary changes in the global energy sector and associated changes across all other sectors of the economy that can reasonably be modelled.
Both scenarios rely on a combination of internal assumptions (e.g., production costs, sales and margin growth rates, product mix, etc) and external factors (e.g., carbon pricing, greening of energy production, decarbonisation of industry). External models available from the International Energy Agency, the Intergovernmental Panel on Climate Change and other institutions were supplemented where necessary by our expert partners' internal models. Together, these models gave us a range of plausible assumptions designed to capture a trajectory of changes in demand, costs, prices, regulation, technology and capital investments in relevant markets and business segments, that could result in the world achieving net zero emissions by 2050. We looked at how combinations of these changes might affect us both positively (increased demand for sustainable products) and negatively (higher costs) and estimated the combined effect on our cash flow to both 2030 and 2050. Outlined in the table on page 295, below are the materials that most affect our input costs, which may go up or down depending on the situation. We have modelled costs based on our exposure to global versus local changes; so, for example, glass and aluminium are procured globally, while the cost of energy, for example, is always local. For each scenario, we then estimated the prices of major input costs, where relevant by geography, and modelled the impact they would have on our operating profit.

296


Input costs assessed in the scenario analysis by geography

RegionGlobalUKUSCanadaMexicoTurkeyIndiaAfricaAsia PacificLACIreland
Glassl
Aluminiuml
Land transportl
Ocean transportl
Energylllllllll
Electricitylllllllll
Raw materials:
Barleyl
Wheatl
Maizel
Ricel
Sorghuml
Sugarl
Vanillal
Aniseedl
Agavel
Grapesl
Hopsl
Dairyl




297


Additional informationPromote positive drinking
As a responsible business, we want to change the way people drink – for shareholders
the better. This is why we promote moderate drinking and invest in education and programmes to discourage the harmful use of alcohol. Around the world, we reach audiences with messages that aim to change attitudes, whether it’s highlighting the harm of underage drinking or binge drinking, warning of the dangers of drink driving, or using our brands to highlight the importance of moderation.
Production
The company owns manufacturing production facilitiesOur work speaks to audiences across the globe, including malting facilities, distilleries, breweries, packaging plants, maturation warehouses, cooperages,globe. We continue to innovate and distribution warehouses. Diageo’s brands are also produced at plants ownedlook for ways to improve as we strive to engage more and operated by third partiesmore people through our work to promote positive drinking. This desire to learn and joint ventures at several locations aroundimprove extends to how we measure and evaluate the world. We believe thatimpact of our facilities are in good conditionwork and working order. its effect on changing people’s attitudes.
We have adequate capacityreached our DRINKiQ target by launching it in all our markets where legally permissible, but we are determined to meet our current needs,continue promoting DRINKiQ so that consumers have access to information that can increase their knowledge and awareness of the impact of harmful drinking.

TargetChampion health literacy and tackle harm through DRINKiQ in every market where we live, work, source and sell
Performance measureNumber of markets that have launched DRINKiQ
Definition
Markets required for DRINKiQ rollout were identified during the initial project scoping phase in fiscal 20. The baseline is the total number of Diageo markets where we live, work, source and sell.
‘Launched’ means the DRINKiQ website is live and accessible by consumers in the market from November 2020.
Data preparation
The Global Spirit of Progress team manages all aspects of DRINKiQ design, development and deployment (except China, where we had to use a local vendor for build due to firewall issues).
We engage and manage the global agency that is responsible for building and testing every website in every market throughout all stages of development, user acceptance testing and deployment.
The agency web developers who build the DRINKiQ website undertake a series of steps to deploy DRINKiQ to the production environment. Once the deployment is complete, the agency conducts testing to verify overall site performance and functionality is operating as intended. The completion of the testing concludes the deployment process, and the site/updates are deemed as ‘live’ since they are available on www.drinkiq.com.
Scope exceptionTurkey is the only market in which we are unable to roll out DRINKiQ due to legal restrictions. Travel Retail Asia covers multiple geographical territories and is therefore not counted as an individual market in scope for delivering our DRINKiQ target.
TargetLeverage Diageo marketing and innovation to make moderation the norm – reaching 1 billion people with dedicated responsible drinking messaging
Performance measureNumber of people reached through campaigns and training specifically designed to promote moderation
DefinitionWe deliver responsible drinking campaigns and training through social media, viral videos, events, traditional media campaigns and other forms of marketing by Diageo brands.
Scope exceptionMarkets are only included where we have verifiable media data provided by third-party partners.
Reporting period1 June to 31 May. Our baseline year for calculating cumulative progress is fiscal 21.
Data preparation
Data on how many people our campaigns reach is collected by our media agency partners and reported to us. Diageo’s media agency partners manage measurement and verification of this data through various industry-standard practices optimised for each media channel.
Digital media: Cookies/pixels provide unique consumer identifiers. These identifiers provide us with the ability to estimate how many people we reach across a single campaign.
Non-digital media: Utilising industry-standard audience measurement for each platform, we can estimate how many people our campaigns reach for any TV, radio, out of home or other non-digital channel. For example, we utilise industry-standard metrics, such as Nielsen, to estimate viewer audience for a TV programme during which we ran an ad. For out of home, industry-standard measurement of foot traffic, vetted through third-party organisations, is used to estimate the number of people who pass by a billboard.
To attempt to prevent double counting, we also adjust the data in the context of the adult population for each market. Each market's total annual reach figure comprises either the highest number of people reached in any given quarter in that market, or the highest number of people reached by a specific campaign in that market, whichever is the greater.
LimitationsReach data cannot be as accurately deduplicated over periods of time longer than a year. When reporting how many people we reach over time periods of longer than one fiscal year, figures for individual fiscal years are added together to provide a cumulative number.

298


TargetScale up our SMASHED partnership and educate 10 million young people, parents and teachers on the dangers of underage drinking
Performance measure
Number of people educated on the dangers of underage drinking through a Diageo-supported education programme
Number of people who confirmed changed attitudes on the dangers of underage drinking following participation in a Diageo-supported education programme
Definition
SMASHED is our flagship underage drinking programme, developed and delivered in partnership with Collingwood Learning (Collingwood) and sponsored by Diageo. Our SMASHED partnership aims to change attitudes to underage drinking through live theatre performances and workshops and interactive online events.
Live: A live or virtual theatre performance in schools or other community setting, with interactive workshops for students, resources for teachers and parents, and comprehensive evaluation.
Online: An innovative and engaging e-learning course, telling the SMASHED story though filmed clips, with interactive learning tools, student assessment and teacher support.
Offline: SMASHED Online can also be delivered offline through PowerPoint and video clips.
People educated: Target age group (10-17), who have participated in the full 60-minute live or online learning experience. Completions for online are counted only on course completion, and live completion is counted when the number, as stated by the teacher, has completed the full 60-minute session, which is then confirmed by the local delivery partner.
Changed attitudes: A young person who confirmed a changed attitude is someone who responds to the post-survey question by stating that they are less likely to drink underage. This is supported by evidenced progression through pre- and post-performance surveys against all other learning outcomes, with the ‘less likely to drink underage’ results as the core indicator.
Scope exception
Local adaptations: Collingwood has set criteria for partners – a local delivery partner, ministry of education (or similar) and sponsors – to support the success of local adaptations on the ground.
Each delivery partner will culturally and linguistically adapt the storyline and interactive elements to suit the local audience, with guidance from Collingwood.
Collingwood collaborates with delivery partners to ensure they comply with the original content while accommodating appropriate adaptations. This is also supported by programme sponsors and educational stakeholders to support links with existing curriculum. Evaluation questions remain consistent worldwide, both pre- and post-programme. Collingwood does not allow changes to the content or intent of the questions. The only adaptations made are for language translation.
Reporting period
The complexity of gathering data from hundreds of schools globally with different academic years means there is a lag in reporting information from our live programmes. Each financial year we include data from 1 June to 31 May.
The baseline year for the reporting of cumulative progress towards our target is our financial year ended 30 June 2018; reporting is therefore cumulative progress from July 2018 onwards.

299


Target (continued)Scale up our SMASHED partnership and educate 10 million young people, parents and teachers on the dangers of underage drinking
Data preparation
The number of people educated is supplied by in-country delivery partners to Collingwood. When SMASHED is delivered by a third-party and is partially funded by Diageo, we only claim the proportion of people educated that our funding contributes to.
From September 2022, where an audience numbers over 500 students in one session, we have categorised these as ‘large-scale special events’. Where large-scale events are run if there are a sufficient number of facilitators (ratio 1:200) then the full number of people educated is included. If the number of facilitators present is below this ratio, then the number of people in attendance are capped at the large-scale event number.
The number of people educated is calculated by adding together the number of people reached in each country.
SMASHED Live operates pre- and post-evaluation surveys of at least 20% of the target audience of young learners as part of the programme on the day. This represents 20% of the participating schools on each tour.
The following sampling criteria have been established to measure attitude change:
Assess 20% of programme participants through pre- and post-evaluation surveys.
The participants that make the 20% sample have to be selected randomly.
If the sample is less than 200 people, the same participants must take the pre- and post-evaluation surveys.
The sample has to be approximately 50% male and 50% female.
The number of people who confirmed changed attitude is calculated by projecting the results of the survey, for those who have confirmed in the post-survey question that they are less likely to drink underage, to the total number of people educated for the events run.
The data, alongside supporting evidence is supplied by delivery partners and then consolidated and reviewed by Collingwood before being shared with us for review and reporting.
We have assumed that teachers are an impartial and accurate provider of student numbers, with clear knowledge of the groups allocated to SMASHED. We have also assumed that students participating in SMASHED Live and Online have adequate literacy skills to understand and complete written evaluation forms.
Limitation
We consider double counting to be highly unlikely, given the activity is only delivered once to any audience within the curricular requirements for the year. No unique personal identifiers are collected, for data privacy reasons.
We avoid having schools run SMASHED Live and Online concurrently by offering only a single option in the vast majority of countries. Where two programmes are available, we mitigate the risk of duplication by offering programmes strategically to different school areas. In the unlikely event a school uses SMASHED Online and SMASHED Live, we assume that the school will utilise courses for different student groups. We mitigate the risk further by checking participating school data quarterly and communicating with teachers.
We have assumed that the number of students expected to either repeat a year group or change secondary schools is negligible, based on the most recent statistics from third parties.
300


TargetExtend our UNITAR partnership, and promote changes in attitudes to drink driving, reaching five million people by 2030
Performance measure
Number of people educated about the dangers of drink driving
Number of people who confirmed attitudinal change on the dangers of drink driving through the Diageo supported programme
Number of law enforcement officers trained through the UNITAR High Visibility Enforcement (HVE) programme.
Definition
We run two programmes that aim to address the dangers of drink driving. Our Wrong Side of the Road (WSOTR) programme, primarily delivered online, is designed to help people understand the consequences of drink driving by listening to the repercussions for people who decided to get behind the wheel after drinking. All stories are real and aim to help prevent other people from making the same mistakes. The purpose is to show the effects that this decision can have on the individual and the people around them, helping viewers to consider what would happen if they were in a similar situation.
We also partner with UNITAR on its high-visibility enforcement training programme, an online training course which aims to help government and law enforcement officials design and implement interventions that contribute to reducing the number of alcohol-related fatalities and injuries.
Changed attitudes: A person who confirmed a changed attitude is someone who responds to the post-experience survey by stating that they are less likely to drink and drive because of participating in the Diageo learning experience.
Scope exceptionFor programmes that are partially funded by Diageo, we only claim the proportion of people educated that our funding contributes to.
Reporting period1 July to 30 June. Our baseline year is fiscal 22.
Data preparation
To measure attitude change, at least 20% of WSOTR participants are assessed through a pre- and post-programme survey as to whether they are less likely to drink and drive because of their participation.
The different formats are reported in the following ways:
Online: The online completions are reported daily through a data report pulled from Diageo’s internal PowerBi system.
Online through third parties: Depending on the format, their numbers can either be generated by the main system through the daily report or through their own reports. They must provide back-up data, which is then validated by the Diageo global team.
Offline: In markets where internet access is a challenge, we have tailored the experience to be used offline at events or high-footfall locations. Completions are captured on forms that are then collated and input to a report. These reports are submitted quarterly and reviewed and verified by the global team.
Limitations-
301


Doing business the right way
from grain to glass

We want to do business in the beerright way every day, everywhere. This is about ensuring our people and spirit categories,suppliers demonstrate integrity, live our values, and behave in an ethical way that underpins our Code of Conduct. We expect everyone who works for us and alongside us to uphold human rights and stand up for what is right, as we have undertaken activitiesgrow sustainably and responsibly.

Governance and ethics
Working with integrity is an important part of who we are and how we achieve our performance ambition to increase our production capacity to address our anticipated future demand.
The major facilities with locations, principal activities,be the best performing, most trusted and respected consumer products representedcompany in the below table:world.

Performance measureCode of Business Conduct Mandatory Training
DefinitionAnnually, we request all Diageo employees to complete the Code of Business Conduct e-learning. This requires employees to confirm their commitment to their compliance and ethics accountabilities, and certify that they have read, understood, and complied with our Code of Business Conduct and supporting Global policies.
Scope exceptionEmployees on long-term leave e.g. family leave, sickness leave.
Data preparationWe deliver the Code of Business Conduct e-learning through our global online training tool, My Learning Hub, which holds a record of who has participated in and completed the course. Participation and completion records are reported to market and function leadership teams and reviewed by Business Integrity leads.
Limitation-

Performance measureSpeakUp
DefinitionWe inform all employees and third parties about our SpeakUp whistleblowing telephone service and online portal, which is available in all 20 of our Code languages. The service is run by an independent external party 24 hours a day, 365 days a year.
Scope exception-
Data preparationWe capture allegations reported either via SpeakUp or our internal channels in our global breach management tool.
Limitation-
Performance measureReported and substantiated breaches
DefinitionReported breaches are potential breaches of our Code of Business Conduct, policies or standards made known to the business, either via our SpeakUp service or brought to our attention internally. Substantiated breaches are those reports that ultimately result in sufficient evidence being gathered to support the concern raised.
Scope exception-
Data preparationWe update the number of substantiated breaches and Code-related leavers from previous years to include the outcomes of those reports made in one financial year – but for which the investigation and any associated disciplinary actions are not closed until the following financial year, after the Annual Report has been published. This enables us to make a full and accurate year-on-year comparison.
Limitation-
302


Our people
At Diageo, we strive to create an environment where all our people feel they are treated fairly and with respect. We commit to understanding what it means to act with integrity in our roles, to ensure we are doing business in the right way, meeting external expectations and our own standards. Our global health and safety ambition and strategy are designed to ensure all our people are safe when working, on site, at home and on the road, every day, everywhere.
Employee profile data
LocationPerformance measurePrincipal activitiesAverage number of employees by region by genderProductsAverage number of employees by role by gender
United KingdomDefinitiondistilling, bottling, warehousing, RTD canning, Filling/Disgorging, cooperage, visitor centreEmployees have been allocated to the region in which they reside.
Employees have been allocated to the role in which they occupy.
We define Executive as a member of the Executive Committee; Senior Manager (SL, L2, L3) as those in top leadership positions excluding Executive Committee members; Line Manager as all Diageo employees (excluding Executive Committee members and Senior Managers) with one or more direct reports; and Supervised employee as all remaining Diageo employees (excluding Executive Committee members, Senior Managers and Line Managers) who have no direct reports.
Scope exceptionbeer, scotch whisky, gin, vodka, rum, RTDAll Diageo employees are in scope for this performance measure. However, people data from joint ventures and associates where Diageo does not have operational control are not included.All Diageo employees are in scope for this performance measure. However, people data from joint ventures and associates where Diageo does not have operational control are not included.
IrelandData preparation
Total employee data comprises our average number of FTE employees across 12 months. Employee data is captured globally through financial and HR information and reporting systems.
Employee type includes Regular, Graduates and Fixed Term Contract (FTC) across all markets. Data from markets where Diageo has not implemented its global HR system is collected by local HR teams to form a total Diageo view.
Employee data comprises our average number of FTE employees across 12 months except Executives, which are reported as of 30 June 2023 because of the small population size. Employee data is captured globally through financial and HR information and reporting systems.
Employee type includes Regular, Graduates and Fixed Term Contract (FTC) across all markets. Data from markets where Diageo has not implemented its global HR system is collected by local HR teams to form a total Diageo view.
Limitation
Joint operations are included but, where Diageo does not have operational control, only high-level regional data is available.
Markets where our global HR system, Workday, is not in place are reliant on manual data collection or, in some cases, we may not be able to obtain data. These markets include Ypioca, Zacapa, United Spirits Limited – India (partial), Casamigos, Balcones, Davos, Vietnam Spirits and Wine, Don Papa Rum, Moet Hennessy Diageo, Korea (partial), Japan JWS, Angola and Northern Cyprus.
Joint operations are included but, where Diageo does not have operational control, only high-level regional data is available.
Markets where our global HR system, Workday, is not in place are reliant on manual data collection or, in some cases, we may not be able to obtain data. These markets include Ypioca, Zacapa, United Spirits Limited – India (partial), Casamigos, Balcones, Davos, Vietnam Spirits and Wine, Don Papa Rum, Moet Hennessy Diageo, Korea (partial), Japan JWS, Angola and Northern Cyprus.

303


Health and safety
Performance measureliquid production, blending, brewing, bottling, packaging, warehousingbeer and BaileysLost-time accident frequency rate (LTAFR)
ItalyDefinition
The LTAFR is the number of lost-time accidents (LTAs) per 1,000 full-time employees (Occupational Health & Safety (OH&S) FTE).
We define an LTA as any work-related incident resulting in injury or illness, where a healthcare professional or Diageo recommends one or more full days away from work, or where a job restriction or modification prevents the employee from conducting their routine tasks and activities and from working a full shift.
We consider an injury or illness to be work-related when an event or exposure in the work environment (including people working at home) either caused or contributed to the resulting condition, or significantly aggravated a medically documented and treated pre-existing injury or illness.
LTA numbers also include any OH&S FTE work-related fatalities.
In line with industry best practice, for the purposes of calculating this KPI, we include all Diageo employees, as well as temporary staff and contractors who work under our direct day-to-day supervision in our definition of OH&S FTE.
Scope exceptiondistilling, bottling, warehousingvodka, rum, RTD, non-alcoholicWe have looked closely into which home-working injuries should be in scope for reporting: for example, an injury would be in scope if caused by an activity involving work-related equipment, such as an employee injuring a finger by getting it trapped in a laptop cover. If the injured person did not report the accident on the same shift to their immediate line manager and/or Diageo point of contact, unless there are reasonable grounds, this accident is not in scope as work-related.
MexicoData preparationdistilling, bottling, warehousingtequila
We collect and report safety data for all sites where we have full operational control, including all office sites. It includes newly acquired businesses as soon as resources and systems are in place, and no later than one year after we have assumed operational control. We exclude safety data associated with any divestments during the current reporting year from reporting in the current period.
When an incident occurs at any site (operational, corporate office, remote commercial and remote home-working environments), the local line manager and local health and safety team will initiate an accident investigation and root-cause analysis. If the accident is classified as an LTA, then the local health and safety representative will escalate to the site leadership team, who will in turn escalate to regional, market and global leadership. Each month, sites are required to submit details associated with all incidents, accidents and LTAs, as well as OH&S FTE data for their site. OH&S FTE data is primarily obtained directly from the global HR/payroll system or estimated using employee numbers, average number of hours worked, absences and overtime information, if actual data is not readily available. Contractor agencies provide data on the hours worked by each contractor. This is then combined with Diageo employee data to calculate the total FTE data for the month. Safety data and OH&S FTE data is reported at site level using our global data management system.
IndiaLimitationdistilling, bottling, warehousing, tradingrum, vodka, whisky, scotch, brandy, gin
United States, Canada, US Virgin Islandsdistilling, bottling, warehousing, shipping, RTD canning, visitor centrevodka, gin, tequila, rum, Canadian whisky, American whiskey, progressive adult beverages, RTD
East Africa (Uganda, Kenya, Tanzania)distilling, brewing, bottling, packaging, warehousingbeerWe do not report LTAFR for independent contractors because of the difficulty and spirits
Nigeriadistilling, brewing, bottling, packaging, warehousingbeer and spirits
South Africadistilling, bottling, warehousingspirits
Africa Regional Markets (Cameroon, Ghana, Seychelles)distilling, brewing, bottling, warehousingbeer and spirits
Turkeydistilling, bottling, warehousingraki, vodka, gin, liqueur, wine
Brazildistilling, bottling, RTD canning, warehousingcachaça, vodka, RTD
Australiadistilling, bottling, warehousing, RTD canning & bottlingrum, vodka, gin, RTDadministrative burden in accurately recording headcount.



Performance measureTotal recordable accident frequency rate (TRAFR) less than 3.5
Definition
TRAFR is the sum of all work-related accidents including OH&S FTE/non-FTE (contractors) fatalities on Diageo premises, OH&S FTE/non-FTE LTAs, OH&S FTE medical treatment cases (MTC), and non-FTE permanent location-based MTCs, expressed as rate per 1,000 OH&S FTEs plus permanent location-based non-FTEs.
We consider an injury or illness to be work-related when an event or exposure in the work environment (including people working at home) either caused or contributed to the resulting condition, or significantly aggravated a medically documented and treated pre-existing injury or illness.
Scope exceptionAs under LTAFR
Data preparationAs under LTAFR
LimitationWe do not report MTCs for non-site-based contractors.

Performance measureNumber of fatalities
Definition
A fatality includes any work-related fatality of an employee or contractor under our direct supervision in their day-to-day work environment (on or off our premises), or any work-related fatality suffered by a third-party or contractor (non-FTEs) while on our premises.
We consider a fatality to be work-related when an event or exposure in the work environment (including people working at home) either caused or contributed to the event.
Scope exception-
Data preparationAs under LTAFR
Limitation-

304


Performance measureLost-time injury frequency rate (LTIFR)
DefinitionLost-time injury frequency rate (LTIFR) is a standard Occupational Safety and Health Administration (OSHA) metric that measures the number of lost-time injuries occurring in a workplace per one million hours worked.
Scope exceptionAs under LTAFR
Data preparationAs under LTAFR
LimitationWe do not report LTIFR for independent contractors because of the difficulty and administrative burden in accurately recording headcount.

Performance measureLost-time injury rate (LTIR)
DefinitionLTIR is a standard OSHA metric that calculates the number of lost-time injuries occurring in a workplace per 200,000 hours worked.
Scope exceptionAs under LTAFR
Data preparationAs under LTAFR
LimitationWe do not report LTIR for independent contractors because of the difficulty and administrative burden in accurately recording headcount.





Performance measureEmployee Engagement Index
DefinitionThe Employee Engagement Index is calculated as the percentage of respondents who answer positively to three questions in our Your Voice survey: I am proud to work for Diageo; I would recommend Diageo as a great place to work; I am extremely satisfied with Diageo as a place to work.
Scope exception
Reporting periodThe data was collected between 6 and 31 March 2023, so the results are based on feedback from participants in that particular window.
Data preparationThe index is calculated from an anonymous annual survey run by an independent third-party.
LimitationContractors and employees on long-term leave are excluded.
305


Champion inclusion and diversity
Championing inclusion and diversity is at the heart of what we do, and is crucial to our purpose of ‘celebrating life, every day, everywhere’.
We have set ourselves ambitious goals to drive progress, inside our business and beyond. They range from increasing representation of women and people from ethnically diverse backgrounds in our leadership, to using our media spend and influence to promote progressive portrayals in marketing, working with diverse creative teams and diverse-owned suppliers and supporting people in our local communities with hospitality and business skills.
AmbitionChampion gender diversity, with an ambition to achieve 50% representation of women in leadership roles by 2030
Performance measurePercentage of female leaders globally
DefinitionLeadership roles comprise Executive Committee members (Exec), Senior Leaders (SL), Level 2 (L2) and Level 3 (L3) roles, some of which will be vacant at any point in time. Employee type includes those on regular and fixed-term contracts.
Scope exceptionNon-Executive Directors and extended workers (agency workers, independent contractors, freelancers and consultants) are not in scope, nor are joint ventures, joint operations or associates where Diageo does not have operational control.
Data preparation
The KPI is calculated as the average of filled leadership roles at the end of each of the four quarters across the fiscal year. The total leadership population is calculated from markets that collect gender information through Workday, enabling all employees in scope to self-disclose this information. Gender data is disclosed by employees themselves on a voluntary basis on our online Human Resources system (Workday). All leaders in scope have the ability to disclose gender information on Workday.
LimitationsWhere employees have chosen not to declare their gender, this information is excluded from the gender representation data.
AmbitionChampion ethnic diversity with an ambition to increase representation of leaders from ethnically diverse backgrounds to 45% by 2030
Performance measurePercentage of ethnically diverse leaders globally
Definition
Leadership roles comprise Executive Committee members (Exec), Senior Leaders (SL), Level 2 (L2) and Level 3 (L3) roles, some of which will be vacant at any point in time. Employee type includes those on regular and fixed-term contracts.
We define ethnically diverse as those ethnic groups who are, or were historically, systematically under-represented, disenfranchised and/or economically excluded.
Ethnically diverse people can be a majority or a minority in a country.
Scope exceptionNon-Executive Directors and extended workers (agency workers, independent contractors, freelancers and consultants) are not in scope, nor are joint ventures, joint operations or associates where Diageo does not have operational control.
Data preparation
The KPI is calculated as the average of filled leadership roles at the end of each of the four quarters across the fiscal year.
Ethnicity data is disclosed by employees on a voluntary basis on Workday. The relevant ethnicity fields are based on the country in which the individual is employed to ensure all are culturally relevant.
Ethnicity is selected by individuals within the Leadership population from a pre-defined list that encompasses those ethnic types most readily seen within the specific country, based on local census and governmental data.
We determined eight categories of ethnicity, considering Diageo’s market footprint, historic under-representation and alignment across regions: Asian, Black, Hispanic/Latin American, Indian, Indigenous, Middle Eastern and Turkish, Mixed and Other Ethnic Groups. If an individual has identified as another type of local ethnicity, the people analytics team manually assign them to the closest fit, for the purposes of this data gathering exercise only.
Although employees based in India (Diageo India and Diageo Global Business Operations) are on the Workday system, they do not submit ethnicity data through Workday due to cultural sensitivities. So, self-disclosure is not the basis for data capture. Nationality is obtained by the local HR team through official identification documents by employees during the onboarding process and disclosed on Workday. Indian nationals are recorded by HR as being of Indian ethnicity. For India-based employees not of Indian nationality, the local HR director confirms their ethnicity through a confidential conversation with the individual.
Based on a third-party study commissioned by Diageo, ‘Hispanic/Latin American’ is adopted as a term to categorise all people originating from the Latin America and Caribbean (LAC) region, including both indigenous and historically migrant populations. For the purposes of this data gathering exercise, all employees identifying as White with a LAC nationality have been recorded as Hispanic/Latin American. Non-LAC nationals are mapped to their identified ethnicity.
LimitationsEmployees who identify as White, declined to self-identify or have not disclosed their ethnicity are not counted as ethnically diverse.
306


AmbitionAccelerate inclusion and diversity in our value chain, increasing the share of our global spend with diverse-owned and disadvantaged businesses to 15% by 2030
Performance measurePercentage of spend with diverse-owned and disadvantaged businesses
Definition
We define diverse-owned suppliers as for-profit businesses majority owned and operated by under-represented communities, including (but not limited to) women, ethnic minorities, LGBTQIA+, people with disabilities and other minority groups identified in the markets where we source.
Although we try to define diverse businesses consistently across all our markets, we recognise that diversity can differ across geographical regions, cultures and communities. This means that we define ethnic minority groups on a local level rather than global. In addition, in some markets, we have identified other regionally specific under-represented groups to make sure we are as inclusive as possible.
Disadvantaged businesses include smallholder farmers. The UN’s Food and Agriculture Organization describes a smallholder farmer as one who farms an area below the median threshold of their country. For the purposes of supplier diversity reporting, we consider a smallholder farmer in Africa to be one that farms an area of less than ten acres. In other markets, we use locally recognised guidance, such as for agave farmers in Mexico where the Consejo Regulador del Tequila defines this as 50,000 plants. These suppliers, which can be individuals or farm families, are widely considered to be disadvantaged because of factors including their size and exposure to global commodity markets.
Where our direct suppliers are not diverse-owned, we will consider spend with disadvantaged businesses in their own value chains. This is considered as tier two direct diverse spend.
Scope exceptionSpend from categories that are deemed as non-influenceable is excluded from our baseline spend and diverse spend calculations. Examples include customs charges, taxation and charitable donations.
Data preparation
Our total global spend is extracted from our global enterprise software, SAP, and also from other local market enterprise resource planning systems, with spend identified as non-influenceable deducted from this amount. Our spend with diverse-owned and disadvantaged suppliers is calculated as a percentage of this total spend, and is considered our tier 1 diverse spend total.
We ask our direct suppliers who are not diverse-owned to report their spend with diverse-owned business in their supply chains, and we calculate our tier 2 diverse total from these submissions.
Our tier 1 and tier 2 spend calculations are combined and are reflected in the total spend reported against this target.
Limitations-

AmbitionProvide business and hospitality skills to 200,000 people, increasing employability and improving livelihoods through Learning for Life and our other skills programmes
Performance measureNumber of people reached through Learning for Life and other skills programmes
DefinitionOur business and hospitality skills training programmes, including Learning for Life, aim to increase participants’ employability, improve livelihoods and support a thriving hospitality sector that works for all. The core curriculum includes modules on technical skills, life skills and inclusion and diversity.
Scope exceptionOnly markets running business and hospitality programmes are in scope. Markets with no such programmes are Australia, South Korea, Turkey and Eastern Europe. For entrepreneurship programmes to be included, the metric owner determines that the initiatives are appropriate to be included under the definition of providing business or hospitality skills related to our value chain.
Data preparation
We collate the number of beneficiaries of Learning for Life and other skills programmes through participant programme completion records (collected face to face or via our online training systems) maintained by Diageo programme managers or third-party delivery partners.
We make sure double counting is avoided through programme registration and completion records.
LimitationAccuracy relies on the quality of data provided by our third-party delivery partners.

307


AmbitionThrough the Diageo Bar Academy (DBA), we will provide 1.5 million training sessions delivering skills and resources to help build a thriving hospitality sector that works for all
Performance measureNumber of participations in training sessions delivered through Diageo Bar Academy
Definition
We measure the number of participations in DBA training sessions. One individual could receive multiple training sessions and each training participation would count towards our target.
The DBA delivers a range of hospitality skills training to owners, managers, bartenders and wait staff with the objective of raising professional standards in the industry and helping professionals and businesses to thrive. Examples of course content include alcohol category knowledge, drink preparation skills, serving skills including responsible serving, business and bar management skills.
Training includes physical, virtual, e-learning and masterclass tutorials.
Scope exception-
Data preparation
Participants in all these DBA trainings are included in this performance measure.
Diageo obtains data on the number of participations in trainings delivered in different ways depending on the types of course, as outlined below:
Physical training: attendance number in face-to-face sessions delivered to groups of participants
Virtual training: attendance number in live online sessions
E-learning: number of completions of self-directed learning courses
Masterclass: number of attendances at Live Tutorials and number of viewers of the recorded sessions
From fiscal 23 we include online training data from China, where different digital platforms are used.
LimitationAccuracy of data in case of physical trainings relies on third-party delivery partners.

AmbitionEnsure 50% of beneficiaries of our community programmes are women and that our community programmes are designed to enhance diversity and inclusion of under-represented groups
Performance measurePercentage of beneficiaries of our community programmes who are women
DefinitionFor Learning for Life (or equivalent) programmes, we measure the number and percentage of women who have gained business and hospitality skills.
Scope exceptionOur scope currently includes female beneficiaries of registered business and hospitality skills programmes. In future, the scope of this target will also include female representation on our water sanitation and hygiene (WASH) committees and women who benefit from initiatives such as our smallholder farmer programmes.
Data preparationFor Learning for Life programmes (and other skills programmes), we collect data on the number of female participants through training records managed by Diageo programme managers or third-party delivery partners.
LimitationAccuracy relies on the quality of data provided by our third-party delivery partners.
308


Pioneer grain-to-glass sustainability

Our continued long-term success depends on the people and planet around us. Our work to pioneer grain-to-glass sustainability is divided into three areas: preserve water for life, accelerate to a low-carbon world and become sustainable by design.
Our water stewardship strategy, ‘Preserve Water for Life’, outlines how we manage water in our supply chain, operations and communities, as well as advocate for collective action to improve water security. We started our decarbonisation journey in 2008, and we aim to reach net zero across our direct operations by 2030, using 100% renewable energy everywhere we operate. We are also committed to reducing our value chain carbon emissions by 50% by 2030. We are working to reduce our carbon footprint by reducing packaging, increasing recycled content and are focusing on regenerative agriculture.

Preserve water for life
Our strategy is based on best practice water stewardship in three areas: water accessibility, availability and quality. We are also working in partnership to better manage water globally and to lead collective action in critical water basins.

TargetReduce water use in our operations with a 40% improvement in water-use efficiency in water-stressed areas and a 30% improvement across the company
Performance measureWater use efficiency per litre of product packaged (Litres/Litre)
Additional performance measurePercentage improvement in litres of water used per litre of product packaged from the prior year
Definition
We prepare and report water withdrawal (use) from sites where we have operational control, using internally developed reporting methodologies based on the GRI Standards.
Water withdrawal includes water obtained from ground water, surface water, mains supply and water delivered to the site by tanker, less any clean water provided back to local communities directly from a site. Uncontaminated water abstracted and returned to the same source under local consent, water abstracted from the sea, and rainwater collection are excluded from reported water withdrawal data.
For water-stressed only: We define water-stressed areas using the World Resources Institute (WRI) Aqueduct tool, UN definitions and internal survey information. During the reporting period, we identified 40 of our sites as located within water-stressed areas. An assessment of our sites located in water-stressed areas is completed every two years and includes any new-build or acquired sites and excludes any sites divested.
Scope exceptionThe volume of water used at Diageo-operated agricultural lands – in Brazil, Mexico and Turkey – is quantified and reported separately.
Data preparation
Water withdrawal(use) is measured primarily from meter readings and invoices. In limited cases, estimates are used. Water efficiency per litre of packaged product is calculated by dividing total water withdrawal by the total packaged volume.
We use litres of packaged product as the measure for comparison, because this indicates how much water has been used relative to the amount of finished product that has been packaged. We measure litres of packaged product by site and aggregate them at group level. For fiscal 23, the total volume packaged used for the denominator in efficiency indicators is 3,801,239,185 litres.
LimitationIn limited cases (e.g., failure or malfunction of water meters), estimates are used for water withdrawals.

309


TargetReplenish more water than we use for our operations for all of our sites in water-stressed areas by 2026
Performance measure
Annual volumetric replenishment capacity of projects developed (m3)
Definition
This performance measure is total water replenishment capacity created in fiscal 23 in water-stressed areas. We define replenishment (or volumetric water benefit), in line with the WRI, as the volume of water resulting from water stewardship activities that modify the hydrology in a beneficial way and/or help reduce shared water challenges, improve water stewardship outcomes, and meet the targets of Sustainable Development Goal 6.
Replenishment capacity created by replenishment projects is calculated by reference to Diageo’s Water Replenishment Implementation Guide and Technical Protocol. When projects are delivered by a third-party and partially funded by Diageo, to avoid double counting, we only claim the proportion of volumetric capacity attributable to Diageo.
We define water-stressed areas using the WRI Aqueduct tool (at the Minor Basin level), UN definitions and internal survey information. During the reporting period, we identified 40 of our sites as located within water-stressed areas. An assessment of our sites located in water-stressed areas is completed every two years and includes any new-build or acquired sites and excludes any sites divested. In order to be considered within the annual volumetric replenishment capacity, replenishment projects need to be in a water-stressed area (i.e., a site’s water catchment and/or water-stressed water basins from which we source local raw materials).
The methodology for calculating the volume of water replenished for Diageo’s Water Replenishment Programme is based on the WRI’s Volumetric Water Benefit Accounting: A Method For Implementing and Valuing Water Stewardship Activities (2019, www.wri.org/research/volumetric-water-benefit-accounting-vwba-method-implementing-and-valuing-water-stewardship), which is a “comprehensive, standardised and science-based methodology to calculate and evaluate the benefits of water stewardship activities.” We detail the approach adopted and mathematical calculations applied in the Diageo Water Replenishment Programme Technical Protocol (2019) and provide a step-by-step implementation guide for markets to ensure consistency and robust controls: Diageo Water Replenishment Implementation Guide (2022).
Scope exception
Reporting period1 June to 31 May (previously 16 June to 15 June; see under Limitation, below).
Data preparation
Data required to calculate the indicative volume of water replenished is collected by an implementation partner and confirmed on completion of the project. This data is then validated by an external validator, and confirmed by the Diageo global lead for water. The Diageo Water Replenishment Implementation Guide provides templates for calculating water volume replenished – the estimated volumes are pre-validated by the global team before the project is implemented. Volumes are then validated again after the commissioning of the project.
The project volumes for fiscal 26 are restated every year to reflect latest estimates and previous fiscal actuals.
LimitationThe complexity of gathering data from multiple projects globally means there can be a delay in reporting information. This means we currently include data from projects completed by 31 May 2023 to allow us to consolidate data by fiscal year end.
310


TargetInvest in improving access to clean water, sanitation and hygiene (WASH) in communities near our sites and local sourcing areas in all of our water-stressed markets
Performance measurePercentage of water-stressed markets with investment in WASH
Definition
This target tracks funding committed and spent on new WASH facilities to improve local community access to clean water, sanitation or hygiene in communities within the same water basin as our sites and local sourcing areas.
We usually define Diageo’s markets as countries or locations where we operate or sell our products. To ensure comprehensive coverage, this KPI instead defines each market as an individual country, as set out on page 40. This means that the KPI considers water stress and investment at a country level, rather than at a market level.
We define water-stressed areas using the WRI Aqueduct tool at the minor basin level, UN definitions and internal survey information. During the reporting period, we identified 40 of our sites across 12 countries as located in water-stressed areas, with 34 of these locations currently operational and six non-operational. An assessment of our sites located in water-stressed areas is completed every two years and includes any new-build or acquired sites and excludes any sites divested.
The KPI is calculated as a percentage of the number of water-stressed markets in which Diageo has invested in WASH programmes in the same minor water basin as the site, divided by the total number of (in scope) water-stressed markets in which Diageo operates.
Scope exception
The scope excludes water-stressed markets in which Diageo operates where there is no demand or requirement for new community WASH projects (Turkey, Indonesia, Seychelles).
These exclusions are verified by an expert implementing partner, and are based on government, WRI or World Health Organization information on WASH risk and availability.
It also excludes Diageo WASH projects in markets that are not assessed as water stressed or where we do not have direct operations (for example, Myanmar).
Reporting period1 June to 31 May
Data preparationData on the WASH programmes, including locations, clean water yield, and the number of people (including the number of women) who benefit is calculated by NGO delivery partners and validated by an external validator.
The KPI is calculated as a percentage, i.e., the total number of water-stressed markets in which Diageo has invested in WASH programmes divided by the total number of (in scope) water-stressed markets in which Diageo operates.
LimitationThe complexity of gathering data from multiple projects globally means there can be a delay in reporting information. This means we currently include data from projects completed by 31 May 2023 to allow us to consolidate data by fiscal year end.

TargetEngage in collective action in all of our priority water basins to improve water accessibility, availability and quality and contribute to a net positive water impact
Performance measurePercentage of priority water basins with collective action participation
Definition
We identify priority water basins using a Diageo criticality assessment (based on expert judgement and consumption volumes) and those facing high water risk, according to the WRI Aqueduct tool. These basins would benefit most from Diageo operational sites participating in collective action to address identified water challenges.
Collective action in water stewardship includes multi-stakeholder water management initiatives or projects that involve interaction with government entities, local communities, NGOs and/or civil society organisations.
Scope exception
Data preparationPriority water basins with collective action participation are reported at country level and tracked by the Diageo global metric owner.
Limitation
311


Accelerating to a low-carbon world
We know that our planet needs significant, science-based action to create a sustainable future. We have set ourselves bold targets to reach net zero carbon across our operations and to work with our suppliers to reduce our value chain carbon emissions by 50% by 2030.
TargetBecome net zero carbon in our direct operations (Scope 1 and 2)
Performance measure
Total direct and indirect carbon emissions by weight (market/net based) (1000 tonnes CO2e)

Additional performance measures
Percentage reduction in absolute carbon emissions (direct and indirect carbon emissions by weight (market/net based)) from the prior year

Market based (net) intensity ratio of GHG emissions (grams CO2e per litre of packaged product)
Definition
Scope 1 and 2 emissions are presented as the absolute GHG emissions (Direct – Scope 1 emissions from on-site energy consumption of fuel sources and Indirect – Scope 2 emissions from purchased electricity and heat) in 1000 tonnes CO2e using market-based reporting methodology. Market-based GHG emission intensity ratio is calculated as grammes per CO2e per litre, using direct operations packaged product volume in litres for fiscal 23.
Scope exception
We exclude minor quantities of Scope 1 emissions up to 0.5% of a site's emissions, to a maximum of 50 tonnes CO2e per emission source, as well as the carbon emissions associated with biogas flaring, since they are determined to be insignificant to our overall impacts. More details can be found in the Scope section of General Reporting methodology and boundaries, covering both non-environmental and environmental metric reporting.
Biological/biogenic CO2 emissions from the combustion of bioenergy, and from direct operations processes such as fermentation to create alcohol are outside of scope and are reported separately. However, bioenergy CO2e emissions associated with methane and nitrous oxides that are not absorbed in bioenergy feedstock growth are included in Scope 1 emissions.
We do not include carbon offsets or credits in the Scope 1 and 2 GHG emissions market-based approach.
312


Data preparation
We calculate CO2e emissions data based on direct measurement of energy use (meter readings/invoices) for the majority of sites.
Market-based emissions
We externally report Scope 1 and 2 GHG emissions using metric tonnes of CO2e to compare the emissions from the seven main GHGs based on their global warming potential. We base our CO2e reduction targets and reporting protocols (since 2007) on market-based emissions.
Direct (Scope 1) emissions
We report fuel consumption by fuel type at site level using the environmental management system. Using calorific values, the fuel is then converted to energy consumption, in kilowatt hours (kWh), by fuel type, and is multiplied by the relevant CO2e emission factor to derive total CO2e emissions. Scope 1 emission factors for fuels are typically average fuel CO2e emissions factors and calorific values (the latest available at the end of the reporting year) from the UK Government Department for Energy Security and Net Zero. We apply product-specific factors, where available. Energy attribute certificates (EACs), derived from our distillery by-product feedstock and processed by a third-party to generate biomethane, form a component of our decarbonisation, together with purchased renewable gas EACs (i.e., from certificate-backed biomethane supplied indirectly through the natural gas grid). This is reflected in data preparation and aggregation.
Indirect (Scope 2) emissions
We report GHG emissions from electricity as market-based emissions in line with the WRI/WBCSD GHG Protocol Scope 2 guidance 2015. Electricity consumption recorded on our environmental management system is multiplied by emissions factors specified in EACs, contracts, power purchase agreements and supplier utility emissions, as detailed in the GHG Protocol’s Scope 2 guidance. We use GHG Protocol Scope 2 guidance to ensure EACs and associated contractual instruments meet the required standards. GHG emission factors relating to indirect emissions are updated with the latest available by end of the financial year.
Fugitive and owned agricultural (Scope 1) emissions
We calculate fugitive emissions based on the amount of emitted ozone-depleting substances and fluorinated gases, multiplied by the relevant emission factor to represent the global warming potential in tonnes of CO2e. Annually, each site reports the quantity (mass) of each material/gas emitted based any added/topped-up amount, reported via the environmental management system. The mass of each of emitted ozone-depleting substance and fluorinated gas is multiplied by the relevant emission factor and then added together to report the equivalent GHG emissions in tonnes of CO2e.
We calculate agricultural emissions from direct operations owned and operated agricultural land only based on fertiliser use. The annual quantity (mass) of inorganic fertiliser is multiplied by the percentage of nitrogen content and by the relevant GHG emission and conversion factors (i.e., nitrogen to nitrous oxide, nitrous oxide GHG emission factor) to determine the equivalent tonnes CO2e emissions.
Scope 1 and Scope 2 data aggregation
Total direct and indirect carbon emissions by weight (market/net based) (1,000 tonnes CO2e) is the aggregation of Scope 1 and 2 GHG emissions with fugitive and owned agriculture emissions for external reporting annually. The percentage reduction in absolute carbon emissions (direct and indirect carbon emissions by weight (market/net based)) from the prior year is a percentage change calculation with reference to the corresponding prior year figure.
Our net zero emissions target for 2030 remains consistent with earlier reporting protocols and is based on market-based emissions.
GHG emission intensity ratios
Total, aggregated direct operations market-based emissions (as detailed above) are divided, by the volume of direct operations packaged product reported in the same period. The market-based emissions are converted to grammes of CO2e and the volume of packaged product is reported in litres to generate relevant GHG emission intensity ratios in g CO2e/litre packaged. For fiscal 23, the total volume packaged used for the denominator in intensity indicators is 3,801,239,185 litres.
LimitationWhere invoices or site meter readings are not available – due, for example, to timing differences or metering issues – we estimate consumption.

313


TargetReduce our value chain (Scope 3) carbon emissions by 50%
Performance measure
Percentage reduction in absolute greenhouse gas emissions (ktCO2e) from the prior year
Definition
Scope 3 emissions are all indirect emissions that occur in the value chain of the reporting company, including both upstream and downstream emissions (but excluding Scope 2 emissions from purchased power and heat).
The CO2e emissions relating to all categories of materials and services within our value chain include those from purchased raw materials, packaging, third-party manufacturers, consumer use and disposal. We aggregate emissions from upstream and downstream logistics and distribution, including Category 4 logistics emissions. In addition, we include Category 2 capital goods, Category 3 fuels and energy-related activities, Category 5 waste generated in operations, Category 6 business travel and Category 7 employee commuting. The emissions attributable to all categories of materials and services provide a total value chain, Scope 3 footprint.
We do not include carbon offsets or credits in the Scope 3 GHG emissions market-based or location-based approach.
Scope exceptionAny categories of Scope 3 emissions not listed in the definition above are not currently included in our external reporting.
Data preparation
We report Scope 3 GHG emissions using metric tonnes of CO2e to compare the emissions from the seven main GHGs based on their global warming potential. We base our CO2e reduction targets and reporting protocols on real consumption location-based emissions. We report in line with the WRI/WBCSD GHG Protocol Corporate Value Chain (Scope 3) Accounting and Reporting Standard, 2011.
We calculate CO2e emissions data on the basis of the volume of materials purchased, services provided, capital equipment purchased and distances travelled for upstream/downstream logistics. Supplier-specific emission factors and/or emission factors from literature are then applied to the component type to derive an absolute CO2e emissions volume, in metric tonnes.

Limitation

TargetUse 100% renewable energy across all our direct operations 
Performance measureChange in percentage of renewable energy across our direct operations
Definition
We report total energy use and renewable energy use in megawatt hours (MWh) and/or terajoules (TJ). Total energy and renewable energy use are determined from direct and indirect energy consumption; energy generated on our sites and purchased energy. We determine direct energy (renewable/non-renewable) from the quantity of different fuel types (in metric tonnes, litres) of renewable and non-renewable fuels, and by applying the relevant calorific value (either from BEIS or the supplier). We measure indirect energy (renewable/non-renewable) in MWh and/or TJ from energy utilities or suppliers and/or by applying the relevant EACs.
For avoidance of doubt, we include directly connected renewable energy generated on or near our sites, where all energy is used on site and no EACs are created (e.g., roof-mounted solar panels with all generated renewable electricity used on site).
Scope exception
We exclude minor energy sources that account for less than 0.5% of a site's overall Scope 1 and 2 emissions, up to a maximum of 50 t CO2e of individual emission source. They are considered immaterial to our overall impact.
Data preparation
We report total energy and renewable energy in MWh and/or TJ. We calculate direct and indirect energy data based on the direct measurement of energy use (meter readings/invoices for volumes of fuel supplied) for the majority of sites.
We report fuel consumption by fuel type at site level using the environmental management system. Using calorific values, the fuel is then converted to energy consumption, in kWh, by fuel type and classified as either renewable or non-renewable based on fuel type or source. EACs, derived from our distillery by-product feedstock and processed by a third-party to generate biogas, together with purchased renewable gas EACs, are applied to relevant natural gas supplied to sites via a common carrier pipeline/network. This is reflected in data preparation and aggregation.
All indirect energy generated and used on site, along with purchased indirect energy supplied through the grid is classified as renewable by the allocation of EACs, contracts, power purchase agreements and supplier specific utility factors, where relevant.
To achieve the percentage of renewable energy use, we divide total renewable energy into direct and indirect energy supplies (in MWh) by total energy use, comprising all reported energy sources (MWh).
LimitationEnergy data is calculated based on direct measurement of energy use (meter readings/invoices) for the majority of sites. Where invoices are not available – due, for example, to timing differences – consumption is estimated. These instances account for less than 1% of the total.

Become sustainable by design
We have already made progress in reducing our environmental impact, and we continue to work hard to meet our ‘Society 2030: Spirit of Progress‘ targets and become sustainable by design by reducing packaging, increasing recycled content and eliminating waste.

314


TargetAchieve zero waste in our direct operations and zero waste to landfill in our supply chain
Performance measurePercentage reduction in total waste sent to landfill from the prior year
DefinitionWe record the type and quantity of all waste to landfill using our internal environmental reporting methodologies and GRI Standards. The definition of waste to landfill includes all hazardous waste and all unwanted or discarded material produced in solid, sludge or liquid form from manufacturing and office sites, except asbestos waste and/or other waste required by national or state legislation to be landfilled in either specified registered sites or other landfill sites. The definition includes all refuse, garbage, construction debris, treatment and process sludge, and materials that a site has been unable to reclaim, reuse or recover.
We consider we have achieved zero waste to landfill if we have disposed of less than 0.2% of baseline waste-to-landfill volume during the year. Some 0.2% of baseline waste-to-landfill volume equates to 200 tonnes and excludes any waste we are required to dispose to landfill under local regulations.
Scope exception
Data preparationSites typically collect primary waste data from weighbridge tickets and invoices from waste handlers. Data is reported by waste type at site level using the environmental management system.
LimitationIncidents may occur where small quantities of waste are sent to landfill by accident or because of operational changes, such as acquiring new sites, changing who handles our waste and issues with waste disposal suppliers.

TargetContinue our work to reduce total packaging (delivering a 10% reduction in packaging weight)
Performance measurePercentage reduction of total packaging (by weight)
DefinitionWe determine changes to packaging weight by quantifying the weight reduction in grammes multiplied by the number of product lines (SKUs) affected, on an annualised basis.
Scope exception
Data preparationWe collate packaging material volume data from enterprise software, including SAP and other sources, for total volume of packaging purchased and weight. We verify weight data through quarterly supplier questionnaires.
LimitationReporting relies on suppliers' technical information and supporting supplementary information.

TargetContinue our work to increase recycled content on our packaging (increasing the percentage of recycled content of our packaging to 60%)
Performance measureChange in percentage of recycled content (by weight)
DefinitionWe determine recycled content by establishing the percentage weight of non-virgin materials used to generate the packaging components.
Scope exception
Data preparationWe collate packaging material volume data from enterprise software, including SAP and other sources, for the total volume of packaging purchased. We collect recycled content data through quarterly supplier questionnaires and then consolidate and internally verify it.
LimitationReporting relies on suppliers' technical information and supporting supplementary information.

TargetEnsure 100% of our packaging is widely recyclable (or reusable/compostable)
Performance measurePercentage of packaging recyclable (by weight)
DefinitionFor fiscal 23, we are reporting our 'technically recyclable' number. This includes packaging that is technically possible to recycle, but does not take into account whether the collection, sorting and recycling of the package happens in practice, at scale and at viable cost.
Scope exception
Data preparationPackaging material volume data is collated from enterprise software, including SAP (materials supplied) and other sources. It is then consolidated and internally verified, based on the best available information.
LimitationReporting relies on suppliers' technical information and supporting supplementary information.

315


TargetAchieve 40% recycled content in our plastic bottles by 2025, and 100% by 2030
Performance measurePercentage of recycled content in our plastic bottles used
DefinitionThis is determined by quantifying the metric tonnes of non-virgin plastic in the total volume of all plastic bottles used at each site or market reported through a plastics database.
Scope exception
Data preparationWe collate plastic material volume data from enterprise software, including SAP and other sources, for the total volume of plastics purchased. We collect recycled content data through quarterly supplier questionnaires and then consolidate and internally verify it.
LimitationReporting relies on suppliers' technical information and supporting supplementary information.

TargetEnsure 100% of our plastics are designed to be widely recyclable (or reusable/compostable) by 2025
Performance measurePercentage of recyclable (or reusable/compostable) plastic used
DefinitionFor fiscal 23, we are reporting our 'technically recyclable' number. This includes packaging that is technically possible to recycle, but does not take into account whether the collection, sorting and recycling of the package happens in practice, at scale and at viable cost.
Scope exception
Data preparationPackaging material volume data is collated from enterprise software, including SAP (materials supplied) and other sources. It is then consolidated and internally verified, based on the best available information.
LimitationReporting relies on suppliers' technical information and supporting supplementary information.

TargetProvide all of our local sourcing communities with agricultural skills and resources, building economic and environmental resilience (supporting 150,000 smallholder farmers)
Performance measureNumber of smallholder farmers in our supply chain supported by our smallholder farmer programme
Definition
We define a smallholder farmer as an individual or family farming an area of less than four hectares, for the primary markets in scope for this target. Our local sourcing communities are those where we engage directly with smallholder farmers, or indirectly through our suppliers.
We define providing agricultural skills and inputs aimed at improving the methods and activities used by smallholder farmers to farm effectively and sustainably by providing training or providing or facilitating access to farm inputs such as certified seeds and mechanisation.
Building economic and environmental resilience involves improving smallholders’ financial awareness, their family income and/or their understanding of how to act in a climate-smart way.
Scope exceptionOur work with smallholder farmers is currently focussed around sorghum value chains in five countries in Africa. For Fiscal 23, we focussed efforts on Kenya. With this focus we have learned how to best deploy at scale.
Data preparation
Our sourcing teams and third-party partners track the number of smallholder farmers undergoing training and education or being provided with access to farm inputs both manually and directly into our new digital platform. The baseline year for our smallholder programmes is fiscal 22.
The performance measure is refreshed each year, rather than accumulated over consecutive years, to evidence evolution of the number of smallholder supported on a year-by-year basis.
LimitationMonitoring is likely to evolve over time, because collecting data at smallholder-farm level is complex, with a heavy reliance on individuals, a lack of publicly available high-impact datasets and a lack of real-time data.

316


TargetDevelop regenerative agriculture pilot programmes in five key sourcing landscapes
Performance measureNumber of regenerative agriculture pilot programmes initiated
Definition
We define our key sourcing landscapes as locations from which we source our most material crops, in terms of volumes sourced, product dependency (e.g., agave for tequila) and contribution to our Scope 3 GHG footprint.
The programmes include:
On-the-ground programmes with farmers to test and integrate regenerative and low-carbon practices in crop production systems
On-farm measurements and data collection protocols to track improvements in soil health, soil carbon, biodiversity, water stewardship and farm profitability
Collaborative programmes with our suppliers, other commodity off-takers, expert agronomists, technology providers, NGOs or specialist organisations
Scope exception
Data preparationData is consolidated for each pilot programme, tracking KPIs and reporting on improvements against key outcomes. The baseline year is fiscal 23. The baseline year for assessing the results of our first pilot programme, Guinness barley, is fiscal 23.
Limitation


317


Other additional information
Spirits and investments
Spirits are produced in distilleries located worldwide. The group owns 30 Scotch whisky distilleries in Scotland, two whisky distilleries in Canada and twothree in the United States. Diageo produces Smirnoff internationally. Ketel One and Cîroc vodkas are purchased as finished product from The Nolet Group and Maison Villevert, respectively. Gin distilleries are in both the United Kingdom and in Santa Vittoria, Italy. Baileys is produced in the Republic of Ireland and Northern Ireland. Irish whiskey is distilled at the Roe & Co distillery in Dublin. Rum is distilled in the US Virgin Islands and in Australia, Venezuela, and Guatemala and is blended and bottled in the United States, Canada, Italy and the United Kingdom, and is distilled in the US Virgin Islands and in Australia, Venezuela and Guatemala.Kingdom. Raki is produced in Turkey, Chinese white spirits are produced in Chengdu, in the Sichuan province of China, cachaça is produced in Ceará State in Brazil and tequila in Mexico. The Chase Distillery in England produces vodka and gin.
Diageo’s maturing Scotch whisky is in warehouses in Scotland (Clackmannanshire area between Blackgrange, Cambus West and Menstrie, where we are holding approximately 50% of the group’s maturing Scotch whisky), its maturing Canadian whisky in Valleyfield and Gimli in Canada, its maturing American whiskey in Kentucky and Tennessee in the United States and maturing Chinese white spiritspirits in Chengdu, China.
We are currently investingThere is a significant progress in our investment of £185 million in the Scotch whisky and tourism sectors in Scotland. This has included the creation of a major new Johnnie Walker global brand attraction in Edinburgh (Johnnie Walker Princes Street) which opened its doors to visitors in September 2021.. The distillery visitor investment focuseshas focused on the ‘Four Corners distilleries’, Glenkinchie, Caol Ila, Clynelish and Cardhu, celebrating the important role these single malts play in the flavorsflavours of Johnnie Walker. The new visitor experiences at Glenkinchie, Clynelish and Cardhu are alreadynow fully operational and Caol Ila is expected to openopened in summerAugust 2022. The iconic lost distillery of Port Ellen is expected to be back in production in the summer of 2023.
Following a $130 million investment, the Lebanon Distillery in Kentucky opened and is Diageo’s first carbon neutral whiskey distillery. One of the largest of its kind in North America, the new distillery operates using 100% renewable electricity, zero fossil fuels for production and virtual metering technology.
295

Additional information for shareholders (continued)
In China, we broke groundwork continues with aour $75 million investment toin the Eryuan Malt Whisky Distillery.malt whisky distillery. It will produce our first China-origin, single malt whisky and be carbon-neutral on opening.
FurtherIn North America, further capacity expansion projects are now underway to support future growth.growth including the C$245 million in the construction of a carbon neutral Crown Royal Distillerydistillery in Canada to supplement existing manufacturing operations in Canada; $75 million to build a distillery to produce our first China-origin, single malt whisky in Yunnan Province.operations.
Diageo’s end-to-end Tequilatequila production is in Mexico, and more than $500 million dollars is being invested to expand our manufacturing footprint in Mexico through an investment of in new facilities in the Statestate of Jalisco to support growth. As part of our expansion and our investments in the growthtequila category, we have different digital transformation projects under implementation at the El Charcón production site to respond to the growing demand in tequila and the expansion of Tequila.our operations. Projects include additional technology support and automatisation of our new bottling line on site, which will be dedicated to Casamigos tequila. The use of technology will allow us to operate 24/7.
Diageo owns a controlling equity stake in United Spirits Limited (USL) which is one of the leading alcoholic beverage companies in India selling close to $8066 million equivalent casesunits (reported) in fiscal 2223 of Indian MadeIndian-Made Foreign Liquor (IMFL) and Imported Liquors.imported liquors. USL has a significant market presence across India and operates 1512 owned sites, as well as a network of leased and third-party manufacturing facilities in India. USL owns several Indian brands, such as McDowell’s (Indian whisky, rum, and brandy), Black Dog (scotch), Signature (Indian whisky), Royal Challenge (Indian whisky), and Antiquity (Indian whisky) and Bagpiper (Indian whisky).

Beer and investments
Diageo’s principal brewing facility is at the St James’s Gate brewery in Dublin, Ireland. In addition, Diageo owns breweries in several African countries: Nigeria, Kenya, Ghana, Cameroon, Tanzania, Uganda, and the Seychelles. Meta Abo Brewery in Ethiopia was sold duringDuring the year ended 30 June 2022.2023, Guinness Cameroun S.A. was sold to the Castel Group.
Guinness flavour extract is shipped from Ireland to all overseas Guinness brewing operations which use the flavour extract to brew beer locally. Guinness is transported from Ireland to Great Britain in bulk to the Runcorn facility which carries out the kegging of Guinness Draught.
Projects are underway to support future beer growth. In July 2022, Diageo announced plans to invest €200 million in Ireland’s first purpose-built carbon neutral brewery on a greenfield site in Littleconnell, Newbridge, Co. Kildare.
A planning application for the new brewery was submitted in October 2022 and, if successful, brewing would commence in 2024. Furthermore, Diageo will also invest £21 million to build a £41new production area at St. James’s Gate and increase brewing capacity of Guinness 0.0, building on the
£41
million investmentannounced to expand and optimise capacity at the Belfast and Runcornits beer packaging facilities to expandin Belfast and Runcorn. Work on these three projects is substantially complete with capacity to support growth, with additional capacity expected to be available during 2023; and a £73 million investmentcoming onstream in ‘Guinness at Old Brewer’s Yard’, a new microbrewery and culture hub in Covent Garden, London, set to open in autumn 2023.2023 calendar year.
The Diageo Global TechnicalBeer Category Third-Party PartnershipsOperations Team are the technical brewers supporting the delivery of over two and a half million hectolitreshectoliters of beer and ready to drink products supplied through over 50 partner breweries.breweries and beverage packaging facilities across the world. The team's focus is upon sustainingassuring the consistent quality of ourDiageo brands through 48 partners globally whileproduced at third-party facilities and on enhancing Diageo value through supporting the start-up of new partnerships and delivery of innovation projects. In addition to supporting Guinness and beer, the team has an expanding role in the support of licensedthird-party manufacturing of third-party ready to drink and mainstream spirits in Asia-Pacific and Africa.

Flavoured Malt Beveragesmalt beverages (FMB) are made from original base containing malt, but then stripped of malt character and flavoured. This product segment is implemented mainly in the US,United States, Canada and the Caribbean.


318


Ready to drink (RTD)
Diageo produces a range of ready to drink products mainly in the United Kingdom, Italy, across Africa, Australia, the United States and Canada. Demand for these products has increased significantly particularly in United States and Canada with volumes increased 15%. We are supporting this increase in demand through third-party production and are also investing in a new production facility in Plainfield, which opened in March 2022.

Raw materials and supply agreements
The group has several long-term contracts in place for the purchase of raw materials, including glass, other packaging, spirit,spirits, cream, rum and grapes. Forward contracts are in place for the purchase of cereals and packaging materials to minimise the effects of short-term price fluctuations. The global ocean freight crisis coupled with volatile but strong consumer demand, change in consumer habits (for example, the increase in e-commerce) continuede-commerce, the energy crisis, residual impact of Covid-19 and emerging impact of the conflict in UkraineUkraine) are the key drivers of constraints that we are managing through.
Like other consumer goods companies, we keep stocks in markets to compensate for extended lead times and demand volatility. Diageo is managing well through the current levels of uncertainty and constraints in our supply chain through expansion of our supplier base and agility in our logistics networks.
Cereals, including barley, wheat, corn and sorghum are used in out scotch and beer production and in our spirits brand through purchased neutral spirit. Cream is the principal raw material used in the production of Irish cream liqueur and is sourced from Ireland. Grapes and aniseed are used in the production of raki and are sourced from suppliers in Turkey. Agave is a key raw material used in the production of our tequila brands and is sourced from Mexico. Other raw materials purchased in significant quantities to produce spirits and beer are molasses, cereals, sugar, and several flavours (such as juniper berries, agave, chocolate, and herbs). These are sourced from suppliers around the world.
Many products are supplied to customers in glass bottles. Glass isin purchased from a variety of multinational and local suppliers. The largest suppliers are Ardagh Packaging in the United Kingdom and Owens-Illinois in the United States.

Competition

296

Additional information for shareholders (continued)
Competition
Diageo’s brands compete primarily on the basis of quality and price. Its business is built on getting the right product to the right consumer for the right occasion, and at the right price, including through taking into account ever evolving shopper landscapes, technologies and consumer preferences. Diageo also seeks to recruit and re-recruit consumers to its portfolio of brands, including through meaningful consumer engagement, sustainable innovation and investments in its brands.
In spirits, Diageo’s major global competitors are Pernod Ricard, Beam Suntory, Bacardi and Brown-Forman, each of which has several brands that compete directly with Diageo’s brands. In addition, Diageo faces competition from regional and local companies in the countries in which it operates.
In beer, Diageo also competes globally, as well as on a regional and local basis (with the profile varying between regions) with several competitors, including AB InBev, Molson Coors, Heineken, Constellation Brands and Carlsberg.

Research and development
Innovation forms an important part of Diageo’s growth strategy, playing a key role in positioning its brands for continued growth in both developed and emerging markets. The strength and depth of Diageo’s brand range also provides a solid platform from which to drive sustainable innovation that leads to new products and experiences for consumers, whether or not they choose to drink alcohol. Diageo focuses its innovation on its strategic priorities and the most significant consumer opportunities, including the development of global brand extensions and new-to-world products, and continuously invests to deepen its understanding of evolving trends and consumer socialising occasions to inform product and packaging development, ranging from global brand redesigns to cutting edge innovations. Supporting this, the Diageo group has ongoing programmes to develop new beverage products which are managed internally by the innovation and research and development function.

Trademarks and other intellectual property
Diageo produces, sells and distributes branded goods, and is therefore substantially dependent on the maintenance and protection of its trademarks. All brand names mentioned in this document are protected by trademarks. The Diageo group also holds trade secrets, as well as has substantial trade knowledge related to its products. The group believes that its significant trademarks are registered and/or otherwise protected (insofar as legal protection is available) in all material respects in its most important markets. Diageo also owns valuable patents and trade secrets for technology and takes all reasonable steps to protect these rights.

Regulations and taxes
Diageo’s worldwide operations are subject to extensive regulatory requirements relating to production, product liability, distribution, importation, marketing, promotion, sales, pricing, labelling, packaging, advertising, antitrust, labour, pensions, compliance and control systems and environmental issues.
In the United States, the beverage alcohol industry is subject to strict federal and state government regulations. At the federal level, the Alcohol and Tobacco Tax and Trade Bureau, or TTB, of the US Treasury Department oversees the US beverage alcohol industry, including through regulating and collecting taxes on the production of alcohol within the United States and regulating trade practices. In addition, individual US states, as well as some local authorities in US jurisdictions in which Diageo sells or produces its products, administers and enforces industry-specific regulations and may apply additional excise taxes and, in many states, sales taxes. Federal,
319


state and local regulations cover virtually every aspect of Diageo's US operations, including production, importation, distribution, marketing, promotion, sales, pricing, labelling, packaging and advertising.
Spirits and beer are subject to national import and excise duties in many markets around the world. Most countries impose excise duties on beverage alcohol products, although the form of such taxation varies significantly from a simple application to units of alcohol by volume, to advanced systems based on the imported or wholesale value of the product. Several countries impose additional import duty on distilled spirits, often discriminating between categories (such as Scotch whisky or bourbon) in the rate of such tariffs. Within the European Union, such products are subject to different rates of excise duty in each country, but within the overall European Union framework there are minimum rates of excise duties that must first be applied to each relevant category of beverage alcohol. Following its departure from the European Union, the UK is no longer subject to the European Union’s rules on excise duties and has undertakenwill introduce a review of its alcohol duty system. Any changes in the UK’snew alcohol duty system from August 2023. The implementation of this system, which aims to simplify the previous duty regime, could have an impact on Diageo’s business activities.
Import and excise duties can have a significant impact on the final pricing of Diageo’s products to consumers. These duties can affect a product’s revenue or margin, both by reducing consumption and/or by encouraging consumers to switch to lower-taxed categories of beverages. The group devotes resources to encouraging the equitable taxation treatment of all beverage alcohol categories and to reducing government imposed barriers to fair trading.
The advertising, marketing and sale of alcohol are subject to various restrictions in markets around the world. These range from a complete prohibition of alcohol in certain cultures and jurisdictions, such as in certain states in India, to the prohibition of the import into a certain jurisdiction of spirits and beer, and to restrictions on the advertising style, media and content. In a number of countries, television is a prohibited medium for the marketing of spirits brands, while in other countries, television advertising, while permitted, is carefully regulated. Many countries also strictly regulate the use of internet-based advertising and social media in connection with alcohol sales. Any further prohibitions imposed on advertising or marketing, particularly within Diageo’s most significant markets, could have an adverse impact on beverage alcohol sales.
297

Additional information for shareholders (continued)
Labelling of beverage alcohol products is also regulated in many markets, varying from the required inclusion of health warning labels to manufacturer or importer identification, alcohol strength and other consumer information. As well as producer, importer or bottler identification, specific warning statements related to the risks of drinking beverage alcohol products are required to be included on all beverage alcohol products sold in the US, in certain countries within the EU, and in a number of other jurisdictions in which Diageo operates.
Spirits and beer are also regulated in distribution. In many countries, alcohol may only be sold through licensed outlets, both on- and off-trade, varying from government- or state-operated monopoly outlets (for example, in the off-trade channel in Norway, certain Canadian provinces, and certain US states) to the system of licensed on-trade outlets (for example, licensed bars and restaurants) which prevails in much of the Western world, including in the majority of US states, in the UK and in much of the EU. In a number of states in the US, wholesalers of alcoholic beverages must publish price lists periodically and/or must file price changes in some instances up to three months before they become effective. In a response to public health concerns, some governments have imposed or are considering imposing minimum pricing on beverage alcohol products and may consider raising the legal drinking age, further limiting the number, type or opening hours of retail outlets and/or expanding retail licensing requirements.
In response to the Covid-19 pandemic, many governments across the world implemented restrictions on where and how people could gather, in an effort to curb transmission of the virus. The extent of these restrictions has varied from country to country (and, in the US, from state to state) and throughout the duration of the pandemic but, in many of the markets in which Diageo operates, they have resulted in, amongst other things, the temporary closure of or restricted opening hours for on-trade outlets.
Regulatory decisions and changes in the legal and regulatory environment could also increase Diageo’s costs and liabilities and/or impact on its business activities.

Taxation

This section provides a descriptive summary of certain US federal income tax and UK tax consequences that are likely to be material to the holders of the ordinary shares or ADSs, but only those who hold their ordinary shares or ADSs as capital assets for tax purposes.
It does not purport to be a complete technical analysis or a listing of all potential tax effects relevant to the ownership of the ordinary shares or ADSs. This section does not apply to any holder who is subject to special rules, including:
a dealer in securities or foreign currency;
a trader in securities that elects to use a mark-to-market method of accounting for securities holdings;
a tax-exempt organisation;
a life insurance company;
a person liable for alternative minimum tax;
a person that actually or constructively owns 10% or more of the combined voting power of voting stock of Diageo or of the total value of stock of Diageo;
a person that holds ordinary shares or ADSs as part of a straddle or a hedging or conversion transaction;
a person that holds ordinary shares or ADSs as part of a wash sale for tax purposes; or
a US holder (as defined below) whose functional currency is not US dollar.
If an entity or arrangement treated as a partnership for US federal income tax purposes holds ordinary shares or ADSs, the US federal income tax treatment of a partner will generally depend on the status of the partner and the tax treatment of the partnership. A partner in a partnership holding ordinary shares or ADSs should consult its tax advisor with regard to the US federal income tax treatment of an investment in ordinary shares or ADSs.
For UK tax purposes, this section applies only to persons who are the absolute beneficial owners of ordinary shares or ADSs and who hold their ordinary shares or ADSs as investments. It assumes that holders of ADSs will be treated as holders of the underlying ordinary shares. In addition to those persons mentioned above, this section does not apply to holders that are banks, regulated investment companies, other financial institutions, or to persons who have or are deemed to have acquired their ordinary shares or
320


ADSs in the course of an employment or trade. This summary does not apply to persons who are treated as non-domiciled and resident in the United Kingdom for the purposes of UK tax law.
This section is based on the Internal Revenue Code of 1986, as amended, its legislative history, existing and proposed regulations, published rulings and court decisions, the laws of the United Kingdom and the practice of HerHis Majesty’s Revenue and Customs (HMRC), all as currently in effect, as well as on the Convention Between the Government of the United Kingdom of Great Britain and Northern Ireland and the Government of the United States of America for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income and Capital Gains (the Treaty). These laws are subject to change, possibly on a retroactive basis.
In addition, this section is based in part upon the representations of the Depositary and the assumption that each obligation in the Deposit Agreement and any related agreement will be performed in accordance with its terms. In general, and taking into account this assumption, for US federal income tax purposes and for the purposes of the Treaty, holders of ADRs evidencing ADSs should be
298

Additional information for shareholders (continued)
treated as the owner of the shares represented by those ADSs. Exchanges of shares for ADRs, and ADRs for shares, generally will not be subject to US federal income tax or to UK tax on profits or gains.
A US holder is a beneficial owner of ordinary shares or ADSs that is for US federal income tax purposes:
a citizen or resident for tax purposes of the United States and who is not and has at no point been resident in the United Kingdom;
a US domestic corporation;
an estate whose income is subject to US federal income tax regardless of its source; or
a trust if a US court can exercise primary supervision over the trust’s administration and one or more US persons are authorised to control all substantial decisions of the trust.
This section is not intended to provide specific advice and no action should be taken or omitted in reliance upon it. This section addresses only certain aspects of US federal income tax and UK income tax, corporation tax, capital gains tax, inheritance tax and stamp taxes. Holders of the ordinary shares or ADSs are urged to consult their own tax advisors regarding the US federal, state and local, and UK and other tax consequences of owning and disposing of the shares or ADSs in their respective circumstances. In particular, holders are encouraged to confirm with their advisor whether they are US holders eligible for the benefits of the Treaty.

Dividends
UK taxation
The company will not be required to withhold tax at source when paying a dividend.
All dividends received by an individual shareholder or ADS holder who is resident in the UK for tax purposes will, except to the extent that they are earned through an ISA or other regime which exempts the dividends from tax, form part of that individual’s total income for income tax purposes and will represent the highest part of that income.
A nil rate of income tax will apply to the first £2,000£1,000 of taxable dividend income received by an individual shareholder in athe 2023/2024 tax year, and to the first £500 of taxable dividend income received by an individual shareholder in the 2024/2025 tax year (the Nil Rate Amount), regardless of what tax rate would otherwise apply to that dividend income.
Any taxable dividend income in excess of the Nil Rate Amount will be subject to income tax at the following special rates (as at the 2022/20232023/2024 tax year):
at the rate of 8.75%, to the extent that the relevant dividend income falls below the threshold for the higher rate of income tax;
at the rate of 33.75%, to the extent that the relevant dividend income falls above the threshold for the higher rate of income tax but below the threshold for the additional rate of income tax; and
at the rate of 39.35%, to the extent that the relevant dividend income falls above the threshold for the additional rate of income tax.
In determining whether and, if so, to what extent the relevant dividend income falls above or below the threshold for the higher rate of income tax or, as the case may be, the additional rate of income tax, the individual’s total taxable dividend income for the tax year in question (including the part within the Nil Rate Amount) will, as noted above, be treated as the highest part of that individual’s total income for income tax purposes.
Shareholders within the charge to UK corporation tax which are small companies (for the purposes of the UK taxation of dividends) will not generally be subject to tax on dividends from the company. Other shareholders within the charge to UK corporation tax will not be subject to tax on dividends from the company so long as the dividends fall within an exempt class and certain conditions are met. In general, dividends paid on shares that are ordinary share capital for UK tax purposes and are not redeemable and dividends paid to a person holding less than 10% of the issued share capital of the payer (or any class of that share capital) are examples of dividends that fall within an exempt class.

299

Additional information for shareholders (continued)
US taxation
Under the US federal income tax laws, and subject to the passive foreign investment company (PFIC) rules discussed below, the gross amount of any distribution (other than certain pro rata distribution of ordinary shares) paid to a US holder by Diageo in respect of its ordinary shares or ADSs out of its current or accumulated earnings and profits (as determined for US federal income tax purposes) will be treated as a dividend that is subject to US federal income taxation.
Dividends paid to a non-corporate US holder that constitute qualified dividend income will be taxed at the preferential rates applicable to long-term capital gains, provided that the ordinary shares or ADSs are held for more than 60 days during the 121-day period
321


beginning 60 days before the ex-dividend date and the holder meets other holding period requirements. Dividends paid by Diageo with respect to its ordinary shares or ADSs generally will be qualified dividend income to US holders that meet the holding period requirement, provided that, in the year that you receive the dividend, we are eligible for the benefits of the Treaty. We believe that we are currently eligible for the benefits of the Treaty and we therefore expect that dividends on the shares or ADSs will be qualified dividend income, but there can be no assurance that we will continue to be eligible for the benefits of the Treaty. Under UK law, dividends paid by the company are not subject to UK withholding tax. Therefore, the US holder will include in income for US federal income tax purposes the amount of the dividend received, and the receipt of a dividend will not entitle the US holder to a foreign tax credit.
The dividend must be included in income when the US holder, in the case of shares, or the Depositary, in the case of ADSs, receives the dividend, actually or constructively. The dividend will not be eligible for the dividends-received deduction generally allowed to US corporations in respect of dividends received from other US corporations. Dividends will generally be income from sources outside the United States and will generally be ‘passive’ income for purposes of computing the foreign tax credit allowable to a US holder. The amount of the dividend distribution that must be included in income of a US holder will be the US dollar value of the pounds sterling payments made, determined at the spot pounds sterling/US dollar foreign exchange rate on the date of the dividend distribution, regardless of whether the payment is in fact converted into US dollars. Generally, any gain or loss resulting from currency exchange fluctuations during the period from the date the dividend payment is distributed to the date the payment is converted into US dollars will be treated as ordinary income or loss and will not be eligible for the special tax rate applicable to qualified dividend income. The gain or loss generally will be income or loss from sources within the United States for foreign tax credit limitation purposes. Distributions in excess of current and accumulated earnings and profits, as determined for US federal income tax purposes, will be treated as a non-taxable return of capital to the extent of the holder’s basis in the ordinary shares or ADSs and thereafter as capital gain. However, Diageo does not expect to calculate earnings and profits in accordance with US federal income tax principles. Accordingly, a US holder should expect to generally treat distributions Diageo makes as dividends.

Taxation of capital gains
UK taxation
A citizen or resident (for tax purposes) of the United States who has at no time been resident in the United Kingdom will not be liable for UK tax on capital gains realised or accrued on the sale or other disposal of ordinary shares or ADSs, unless the ordinary shares or ADSs are held in connection with a trade or business carried on by the holder in the United Kingdom through a UK branch, agency or a permanent establishment. A disposal (or deemed disposal) of shares or ADSs by a holder who is resident in the United Kingdom may, depending on the holder’s particular circumstances, and subject to any available exemption or relief, give rise to a chargeable gain or an allowable loss for the purposes of UK tax on capital gains.

US taxation
Subject to the PFIC rules discussed below, a US holder who sells or otherwise disposes of ordinary shares or ADSs will recognise capital gain or loss for US federal income tax purposes equal to the difference between the US dollar value of the amount that is realised and the tax basis, determined in US dollars, in the ordinary shares or ADSs. Capital gain of a non-corporate US holder is generally taxed at preferential rates where the property is held for more than one year. The gain or loss will generally be income or loss from sources within the United States for foreign tax credit limitation purposes.

PFIC rules
Diageo believes that ordinary shares and ADSs should not currently be treated as stock of a PFIC for US federal income tax purposes, and we do not expect to become a PFIC in the foreseeable future. However this conclusion is a factual determination that is made annually and thus may be subject to change. It is therefore possible that we could become a PFIC in a future taxable year.
If treated as a PFIC, gain realised on the sale or other disposition of ordinary shares or ADSs would in general not be treated as capital gain. Instead, unless a US holder elects to be taxed annually on a mark-to-market basis with respect to the ordinary shares or ADSs, US holders would be treated as if the holder had realised such gain and certain ‘excess distributions’ pro-rated over the holder’s holding period for the ordinary shares or ADSs and would be taxed at the highest tax rate in effect for each such year to which the gain or distribution was allocated, together with an interest charge in respect of the tax attributable to each such year. With certain exceptions, a holder’s ordinary shares or ADSs will be treated as stock in a PFIC if Diageo were a PFIC at any time during the holding period in a holder’s ordinary shares or ADSs. In addition, dividends received from Diageo will not be eligible for the special tax rates applicable to qualified dividend income if Diageo is a PFIC (or is treated as a PFIC with respect to the holder) either in the taxable
300

Additional information for shareholders (continued)
year of the distribution or the preceding taxable year, but instead will be taxable at rates applicable to ordinary income. If you own our shares or ADSs during any year that we are a PFIC with respect to you, you may be required to file IRS Form 8621.


UK inheritance tax
Subject to certain provisions relating to trusts or settlements, an ordinary share or ADS held by an individual shareholder who is domiciled in the United States for the purposes of the Convention between the United States and the United Kingdom relating to estate and gift taxes (the Convention) and who is neither domiciled in the UK nor (where certain conditions are met) a UK national (as
322


defined in the Convention), will generally not be subject to UK inheritance tax on the individual’s death (whether held on the date of death or gifted during the individual’s lifetime) except where the ordinary share or ADS is part of the business property of a UK permanent establishment of the individual or pertains to a UK fixed base of an individual who performs independent personal services. In a case where an ordinary share or ADS is subject both to UK inheritance tax and to US federal gift or estate tax, the Convention generally provides for inheritance tax paid in the United Kingdom to be credited against federal gift or estate tax payable in the United States, or for federal gift or estate tax paid in the United States to be credited against any inheritance tax payable in the United Kingdom, based on priority rules set forth in the Convention.

UK stamp duty and stamp duty reserve tax
Stamp duty and stamp reserve tax (SDRT) may arise upon the deposit of an underlying ordinary share with the Depositary, generally at the higher rate of 1.5% of its issue price or, as the case may be, of the consideration for transfer. The Depositary will pay the stamp duty or SDRT but will recover an amount in respect of such tax from the initial holders of ADSs. Following litigation, however, HMRC have confirmed that they will no longer seek to apply the 1.5% SDRT charge on an issue of shares to a depositary receipt issuer or to a person providing clearance services (or their nominee or agent) on the basis that this is not compatible with EU law. HMRC may continue to apply the 1.5% stamp duty or SDRT charge on transfers of shares to a depositary receipt issuer or to a person providing clearance services (or their nominee or agent) unless the transfer is an integral part of a raising of capital. It is not currently anticipatedHMRC's current practice states that HMRC will now seek to apply the 1.5% charge toon issues will remain disapplied following Brexit unless the stamp taxes on shares legislation is amended. However, since the UK is no longer bound by EU law, the position may change, possibly as a result of shares following Brexit.any changes in the status of retained EU law.

Based on HM Revenue & Custom’sHMRC’s published practice, no UK stamp duty will be payable on the acquisition or transfer of ADRs. Furthermore, an agreement to transfer ADSs in the form of ADRs will not give rise to a liability to SDRT.
Purchases of ordinary shares (as opposed to ADRs) will be subject to UK stamp duty, and/or SDRT as the case may be, at the rate of 0.5% of the price payable for the ordinary shares at the time of the transfer. Stamp duty applies where a physical instrument of transfer is used to effect the transfer. SDRT applies to any agreement to transfer ordinary shares (regardless of whether or not the transfer is effected electronically or by way of an instrument of transfer). However, where ordinary shares being acquired are transferred direct to the Depositary’s nominee, the only charge will generally be the higher charge of 1.5% of the price payable for the ordinary shares so acquired.
Any stamp duty payable (as opposed to SDRT) is rounded up to the nearest £5. No stamp duty (as opposed to SDRT) will be payable if the amount or value of the consideration is (and is certified to be) £1,000 or less. Stamp duty and SDRT are usually paid or borne by the purchaser.
Whilst stamp duty and SDRT may in certain circumstances both apply to the same transaction, in practice usually only one or other will need to be paid.




323


Additional information for shareholders
Annual General Meeting (AGM)
The AGM will be held at etc.venues St Paul's, 200 Aldersgate, London EC1A 4HD at 2.30 pm on Thursday, 6 October 2022.28 September 2023.

Documents on display
The Annual Report on Form 20-F and any other documents filed by the company with the US Securities Exchange Commission (SEC) may be inspected at the SEC’s office of Investor Education and Advocacy located at 100 F Street, NE, Washington, DC 20549-0213, USA. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms and their copy charges. Filings with the SEC are also available to the public from commercial document retrieval services, and from the website maintained by the US Securities and Exchange Commission at www.sec.gov.

Annual report to security holders
Pursuant to Item 10.J of Form 20-F, Exhibit 15.2 to this annual report on Form 20-F includes Diageo's annual report to security holders. None of such annual report is incorporated by reference into this annual report on Form 20-F. Such annual report is not deemed to be filed as part of this annual report on Form 20-F.

Warning to shareholders - share fraud
Please beware of the share fraud of ‘boiler room’ scams, where shareholders are called ‘out of the blue’ by fraudsters (sometimes claiming to represent Diageo) attempting to obtain money or property dishonestly. Further information on boiler room scams can be found on the Financial Conduct Authority’s website (https://www.fca.org.uk/ scamsmart/share-bond-boiler-room-scams) but in short, if in doubt, take proper professional advice before making any investment decision.

Electronic communications
Shareholders can register for an account to manage their shareholding online, including being able to: check the number of shares they own and the value of their shareholding; register for electronic communications; update their personal details; provide a dividend mandate instruction; access dividend confirmations; and use the online share dealing service. To register for an account, shareholders should visit www.diageoregistrars.com.

301

Additional information for shareholders (continued)
Dividend payments
Direct payment into bank account
Shareholders can have their cash dividend paid directly into their UK bank account on the dividend payment date. To register UK bank account details, shareholders can register for an online account at www.diageoregistrars.com or call the Registrar on +44 (0)371 277 1010* to request the relevant application form. For shareholders outside the UK, Link Group (a trading name of Link Market Services Limited and Link Market Services Trustees Limited) may be able to provide you with a range of services relating to your shareholding. To learn more about the services available to you please visit the shareholder portal at www.diageoregistrars.com or call +44 (0)371 277 1010*.

Dividend Reinvestment Plan
A Dividend Reinvestment Plan is offered by the Registrar, Link Market Services Trustees Limited, to give shareholders the opportunity to build up their shareholding in Diageo by using their cash dividends to purchase additional Diageo shares. To join the Dividend Reinvestment Plan, shareholders can call the Registrar, Link Group on +44
+44 (0)371 277 1010* to request the relevant application form.

Exchange controls
Other than certain economic sanctions which may be in effect from time to time, there are currently no UK foreign exchange control restrictions on the payment of dividends, interest or other payments to holders of Diageo’s securities who are non-residents of the UK or on the conduct of Diageo’s operations.
There are no restrictions under the company’s articles of association or under English law that limit the right of non-resident or foreign owners to hold or vote the company’s ordinary shares.
Please refer to the ‘Taxation’ section on page 238 320-322 for details relating to the taxation of dividend payments.

Useful contacts
The Registrar/Shareholder queries
Link Group acts as the company’s registrar and can be contacted as follows:
By email: Diageo@linkgroup.co.uk
By telephone: +44 (0) 371 277 1010*
In writing: Registrars – Link Group, Diageo Registrar, 10th Floor, Central Square, 29 Wellington Street, Leeds, LS1 1DL.
*     Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open 08:00 to 17:30 UK time, Monday to Friday, excluding public holidays in England and Wales.
324


ADR administration
Citibank Shareholder Services acts as the company’s ADR administrator and can be contacted as follows:
By email: citibank@shareholders-online.com
By telephone: +1 866 253 0933/ (International) +1 781 575 4555*
In writing: Citibank Shareholder Services. PO Box 43077,
Providence, RI 02940-3077
*Lines are open Monday to Friday 8:30 to 18:00 EST

General Counsel and Company Secretary
Tom Shropshire
The.cosec@diageo.com

Investor Relations
investor.relations@diageo.com

302
325

Additional information for shareholders (continued)
Exhibits
1.1 
2.1 Indenture, dated as of 3 August 1998, among Diageo Capital plc, Diageo plc and The Bank of New York Mellon (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form F-1 (File No. 333-8874) filed with the Securities and Exchange Commission on 24 July 1998 (pages 365 to 504 of paper filing)).(i)
2.2 Indenture, dated as of 1 June 1999, among Diageo Investment Corporation, Diageo plc and The Bank of New York Mellon (incorporated by reference to Exhibit 2.2 to the Annual Report on Form 20-F (File No. 001-10691) filed with the Securities and Exchange Commission on 15 November 2001 (pages 241 to 317 of paper filing)).(i)
2.3 
2.4 
4.1 
4.2 
4.3 
4.4 
4.5 
4.6 
4.7 
4.8 
4.9 
4.10 
4.11 
4.12 
4.13 
4.14 
303

Additional information for shareholders (continued)

4.15 
4.164.10 
4.17 
4.18 
4.19 
4.20 
4.214.11 
4.224.12 
4.234.13 
4.244.14 
326

Glossary of terms and US equivalents

4.254.15 
4.26 
6.1 Description of earnings per share (included in the section ‘How we measure performance: Key performance indicators’'Reported measures' on page 4737 of this Annual Report on Form 20-F).
8.1 
12.1 
12.2 
13.1 
13.2 
15.1 
15.2 
101.INSInline XBRL Instance Document
101.SCHInline XBRL Taxonomy Extension Schema
101.CALInline XBRL Taxonomy Extension Schema Calculation Linkbase
101.DEFInline XBRL Taxonomy Extension Schema Definition Linkbase
101.LABInline XBRL Taxonomy Extension Schema Label Linkbase
101.PREInline XBRL Taxonomy Extension Schema Presentation Linkbase
(i) Pursuant to an Agreement of Resignation, Appointment and Acceptance dated 16 October 2007 by and among Diageo plc, Diageo Capital plc, Diageo Finance BV, Diageo Investment Corporation, The Bank of New York and Citibank NA, The Bank of New York Mellon has become the successor trustee to Citibank NA under Diageo’s indentures dated 3 August 1998, 8 December 2003 and 1 June 1999.

304327

Additional information for shareholdersGlossary of terms and US equivalents (continued)
Signature
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant certifies that it meets all of the requirements for filing on Form 20-F and has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorised.
 
DIAGEO plc
(REGISTRANT)
/s/ Lavanya Chandrashekar
Name: Lavanya Chandrashekar
Title: Chief Financial Officer
43 August 20222023

305328

Glossary of terms and US equivalents
In this document the following words and expressions shall, unless the context otherwise requires, have the following meanings:
Term used in UK annual reportUS equivalent or definition
AssociatesEntities accounted for under the equity method
American Depositary Receipt (ADR)Receipt evidencing ownership of an ADS
American Depositary Share (ADS)
Registered negotiable security, listed on the New York Stock Exchange, representing four Diageo plc ordinary shares of 28101/108 pence each
Called up share capitalCommon stock
Capital redemption reserveOther additional capital
CompanyDiageo plc
CPIConsumer price index
CreditorsAccounts payable and accrued liabilities
DebtorsAccounts receivable
Employee share schemesEmployee stock benefit plans
Employment or staff costsPayroll costs
Equivalent unitsAn 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. To convert volume of products other than spirits to equivalent units: beer in hectolitres divide by 0.9, wine in nine-litre cases divide by five, ready to drink in nine-litre cases divide by 10, and certain pre-mixed products classified as ready to drink in nine-litre cases divide by five.
Euro, €, ¢Euro currency
Exceptional itemsItems that, in management’s judgement, need to be disclosed separately by virtue of their size or nature
Excise dutyTax charged by a sovereign territory on the production, manufacture, sale or distribution of selected goods (including imported goods) within that territory. It is generally based on the quantity or alcohol content of goods, rather than their value, and is typically applied to alcohol products and fuels.
Finance leaseCapital lease
Financial yearFiscal year
Free cash flowNet cash flow from operating activities aggregated with net purchase and disposal of property, plant and equipment and computer software and with movements in loans
FreeholdOwnership with absolute rights in perpetuity
GAAPGenerally accepted accounting principles
Group and DiageoDiageo plc and its consolidated subsidiaries
IFRSInternational Financial Reporting Standards as adopted for use in the European Union and International Financial Reporting Standards as issued by the International Accounting Standards Board
Impact Databank, IWSR, IRI, Beverage Information Group and Plato LogicInformation source companies that research the beverage alcohol industry and are independent from industry participants
Net salesSales after deducting excise duties
Noon buying rateBuying rate at noon in New York City for cable transfers in sterling as certified for customs purposes by the Federal Reserve Bank of New York
Operating profitNet operating income
Organic movementAt level foreign exchange rates and after adjusting for exceptional items, acquisitions and disposals for continuing operations
Own sharesTreasury stock
Pound sterling, sterling, £, pence, pUK currency
Price/mixPrice/mix is the number of percentage points by which the organic movement in net sales exceeds the organic movement in volume. The difference arises because of changes in the composition of sales between higher and lower priced variants/markets or as price changes are implemented.
ProfitEarnings
306329

Glossary of terms and US equivalents (continued)
Term used in UK annual reportUS equivalent or definition
Profit for the yearNet income
ProvisionsAccruals for losses/contingencies
ReservesAccumulated earnings, other comprehensive income and additional paid in capital
RPIRetail price index
Ready to drinkReady to drink products. Ready to drink also include ready to serve products, such as pre-mix cans in some markets, and progressive adult beverages in the United States and certain markets supplied by the United States.
SECUS Securities and Exchange Commission
Share premiumAdditional paid in capital or paid in surplus
Shareholders’ fundsShareholders’ equity
ShareholdersStockholders
SharesCommon stock
Shares and ordinary sharesDiageo plc’s ordinary shares
Shares in issueShares issued and outstanding
Trade and other payablesAccounts payable and accrued liabilities
Trade and other receivablesAccounts receivable
US dollar, US$, $, ¢US currency

307330



Exhibit 2.4

DESCRIPTION OF SECURITIES
REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT

As of 30 June 2023 Diageo plc. (“Diageo,” the “Company,” “we,” “us,” and “our”) had the following series of securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbol(s)Name of each exchange on which registered
American Depositary SharesDEONew 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.

Capitalized terms used but not defined herein have the meanings given to them in Diageo’s annual report on Form 20-F for the fiscal year ended 30 June 2023.

ORDINARY SHARES

The following description of our ordinary shares is a summary and does not purport to be complete. It is subject to and qualified in its entirety by Diageo’s articles of association (as adopted by special resolution at the Annual General Meeting on 28 September 2020) and by the Companies Act 1985 and the Companies Act 2006 and any other applicable English law concerning companies, as amended from time to time.
A copy of Diageo’s articles of association is filed as an exhibit to Diageo’s annual report on Form 20-F for the fiscal year ended 30 June 2023, as Exhibit 1.1.

General
As at 30 June 2023 there were 2,459,843,065 ordinary shares of 28101/108 pence each in issue with a nominal value of £711,760,146.12 million.
On 25 July 2019 the Board of Diageo approved a return of capital program to return up to £4.5 billion to shareholders over the three-year period ending 30 June 2022. During the first phase, which completed on 31 January 2020, the group purchased 36.1 million ordinary shares.
On 9 April 2020 Diageo announced that it had not initiated the next phase of the return of capital programme and that it would not do so during the remainder of the year ended 30 June 2020. On 12 May 2021 it was announced that Diageo was recommencing the up to £4.5 billion programme, extending the original completion date by two years to 30 June 2024.
The final three phases of the £4.5 billion programme completed on 11 February 2022, 5 October 2022 and 1 February 2023 respectively, having announced in July 2022 that it would bring forward the final completion date to during the year ending 30 June 2023. Under these three additional phases Diageo purchased a further 88.1 million shares in total.
On 25 January 2023 the Board of Diageo approved an additional share buyback programme to return up to £0.5 billion to shareholders by the end of the year ending 30 June 2023. This new programme commenced on 16 February 2023 and completed on 2 June 2023 with Diageo having purchased 14 million shares.
All shares repurchased have been cancelled.

Our ordinary shares are listed on the London Stock Exchange (LSE). Diageo ADSs (as further described below), representing four Diageo ordinary shares each, are listed on the New York Stock Exchange (NYSE) under the symbol “DEO”.
All of Diageo’s ordinary shares are fully paid. Accordingly, no further contribution of capital may be required by Diageo from the holders of such shares. Diageo’s ordinary shares are represented in certificated form and also in uncertificated form under “CREST”. CREST is an electronic settlement system in the United Kingdom which enables Diageo’s ordinary shares to be evidenced other than by a physical certificate and transferred electronically rather than by delivery of a written stock transfer form. Diageo’s ordinary shares:
may be represented by certificates in registered form issued (subject to the terms of issue of the shares) following issuance of the shares by Diageo or receipt of a form of transfer (bearing evidence of payment of the appropriate stamp duty) by Diageo Registrar, PO Box 521, Darlington, DL1 9XS; or
331


may be in uncertificated form with the relevant CREST member account being credited with the ordinary shares issued or transferred.
Under English law, persons who are neither residents nor nationals of the United Kingdom may freely hold, vote and transfer Diageo ordinary shares in the same manner and under the same terms as UK residents or nationals.

Dividend rights
Holders of Diageo’s ordinary shares may, by ordinary resolution, declare dividends but may not declare dividends in excess of the amount recommended by the directors. The directors may also pay interim dividends or fixed rate dividends. No dividend may be paid other than out of profits available for distribution. All of Diageo’s ordinary shares rank equally for dividends, but the Board may withhold payment of all or any part of any dividends or other monies payable in respect of Diageo’s shares from a person with a 0.25% interest (as defined in Diageo’s articles of association) if such a person has been served with a restriction notice (as defined in Diageo’s articles of association) after failure to provide Diageo with information concerning interests in those shares required to be provided under the Companies Acts. Dividends may be paid in currencies other than sterling and such dividends will be calculated using an appropriate market exchange rate as determined by the directors in accordance with Diageo’s articles of association.
If a dividend has not been claimed, the directors may invest the dividend or use it in some other way for the benefit of Diageo until the dividend is claimed. If the dividend remains unclaimed for 12 years after the date such dividend was declared or became due for payment, it will be forfeited and will revert to Diageo (unless the directors decide otherwise). Diageo may stop sending cheques, warrants or similar financial instruments in payment of dividends by post in respect of any shares or may cease to employ any other means for payment of dividends if either (a) at least two consecutive payments have remained uncashed or are returned undelivered or that means of payment has failed, or (b) one payment remains uncashed or is returned undelivered or that means of payment has failed and reasonable enquiries have failed to establish any new postal address or account of the holder. Diageo must resume sending dividend cheques, warrants or similar financial instruments or employing that means of payment if the holder requests such resumption in writing.
Diageo’s articles of association permit payment or satisfaction of a dividend wholly or partly by distribution of specific assets, including fully paid shares or debentures of any other company. Such action is only permitted upon the recommendation of the board and must be approved by ordinary resolution by the general meeting which declared the dividend.

Voting rights
Voting on any resolution at any general meeting of the company is by a show of hands unless a poll is duly demanded. On a show of hands, (a) every shareholder who is present in person at a general meeting, and every proxy appointed by any one shareholder and present at a general 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 a general meeting who has been appointed by more than one shareholder has one 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 a resolution 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 against the resolution. On a poll, every shareholder who is present in person or by proxy has one vote for every share held by that shareholder, but a shareholder or proxy entitled to more than one vote need not cast all 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 a right 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.
Diageo’s 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 approval of the remuneration report and remuneration policy and the grant of authority to allot shares; and
special resolutions, which include resolutions for the amendment of Diageo’s articles of association, resolutions relating to the disapplication of pre-emption rights, and resolutions modifying the rights of any class of Diageo’s shares at a meeting of the holders of such class.
An ordinary resolution requires the affirmative vote of a simple majority of the votes cast at a validly constituted shareholders’ meeting. Special resolutions require the affirmative vote of not less than three-quarters of the votes cast at a validly constituted shareholders’ meeting. The necessary quorum for a shareholders’ meeting of Diageo is a minimum of two shareholders present in person or by proxy and entitled to vote.
332


A shareholder is not entitled to vote at any general meeting or class meeting in respect of any share held by him if he has been served with a restriction notice (as defined in Diageo’s articles of association) after failure to provide Diageo with information concerning interests in those shares required to be provided under the Companies Acts.

Directors
Diageo’s articles of association provide for a Board of Directors, consisting (unless otherwise determined by an ordinary resolution of shareholders) of not fewer than three directors and not more than 25 directors, in which all powers to manage the business and affairs of Diageo are vested. Directors may be elected by the members in a general meeting or appointed by Diageo’s Board. At each annual general meeting, every director is required to retire and is then reconsidered for election/re-election by shareholders, assuming they wish to stand for election/re-election. 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.

Liquidation rights
In the event of the liquidation of Diageo, after payment of all liabilities and deductions taking priority in accordance with English law, the balance of assets available for distribution will be distributed among the holders of ordinary shares according to the amounts paid up on the shares held by them.

Pre-emption rights and new issues of shares
While holders of ordinary shares have no pre-emptive rights under Diageo’s articles of association, the ability of the directors to cause Diageo to issue shares, securities convertible into shares or rights to shares, otherwise than pursuant to an employee share scheme, is restricted. Under the Companies Acts, the directors of a company are, with certain exceptions, unable to allot any equity securities without express authorisation, which may be contained in a company’s articles of association or given by its shareholders in a general meeting by way of an ordinary resolution, but which in either event cannot last for more than five years. Under the Companies Acts, Diageo may also not allot shares for cash (otherwise than pursuant to an employee share scheme) without first making an offer to existing shareholders to allot such shares to them on the same or more favourable terms in proportion to their respective shareholdings, unless this requirement is disapplied by a special resolution of the shareholders. However, Diageo has in the past sought authority from its shareholders to allot shares and disapply pre-emptive rights (in each case subject to certain limitations).

Disclosure of interests in Diageo’s shares
There are no provisions in Diageo’s articles of association whereby persons acquiring, holding or disposing of a certain percentage of Diageo’s shares are required to make disclosure of their ownership percentage, although there are such requirements under the Companies Acts. The basic disclosure requirement under Part 6 of the Financial Services and Markets Act 2000 and Rule 5 of the Disclosure Guidance and Transparency Rules made by the Financial Conduct Authority (successor to the UK Financial Services Authority) imposes a statutory obligation on a person to notify Diageo and the Financial Conduct Authority of the percentage of the voting rights in Diageo he directly or indirectly holds or controls, or has rights over, through his direct or indirect holding of certain financial instruments, if the percentage of those voting rights:
reaches, exceeds or falls below 3% and/or any subsequent whole percentage figure as a result of an acquisition or disposal of shares or financial instruments; or
reaches, exceeds or falls below any such threshold as a result of any change in the breakdown or number of voting rights attached to shares in Diageo.
The Disclosure Guidance and Transparency Rules set out in detail the circumstances in which an obligation of disclosure will arise, as well as certain exemptions from those obligations for specified persons.
Under section 793 of the Companies Act 2006, Diageo may, by notice in writing, require a person that Diageo knows or has reasonable cause to believe is or was during the three years preceding the date of notice interested in Diageo’s shares to indicate whether or not that is the case and, if that person does or did hold an interest in Diageo’s shares, to provide certain information as set out in that Act.
Article 19 of the EU Market Abuse Regulation (2014/596) (as it is incorporated into UK domestic law by virtue of the European Union (Withdrawal) Act 2018 and amended by The Market Abuse (Amendment) (EU Exit) Regulation 2019) further requires persons discharging managerial responsibilities within Diageo (and their persons closely associated) to notify Diageo of transactions conducted on their own account in Diageo shares or derivatives or certain financial instruments relating to Diageo shares.
The City Code on Takeovers and Mergers also imposes strict disclosure requirements with regard to dealings in the securities of an offeror or offeree company on all parties to a takeover and also on their respective associates during the course of an offer period.

333


Variation of rights
If, at any time, Diageo’s share capital is divided into different classes of shares, the rights attached to any class of shares may be varied, subject to the provisions of the Companies Acts, either with the consent in writing of the holders of not less than three-quarters in nominal value of the issued shares of that class or upon the adoption of a special resolution passed at a separate meeting of the holders of the shares of that class.
At every such separate meeting, all of the provisions of Diageo’s articles of association relating to proceedings at a general meeting apply, except that (a) the quorum is to be the number of persons (which must be at least two) who hold or represent by proxy not less than one-third in nominal value of the issued shares of the class (excluding any shares of that class held as treasury shares) or, if such quorum is not present on an adjourned meeting, one person who holds shares of the class regardless of the number of shares he holds, (b) any holder of shares of the class who is present in person or by proxy may demand a poll, and (c) each shareholder present in person or by proxy and entitled to vote will have one vote per share held in that particular class in the event a poll is taken.
Class rights are deemed not to have been varied by the creation or issue of new shares ranking equally with or subsequent to that class of shares in all respects or by the reduction of the capital paid up on such shares or by the purchase or redemption by Diageo of its own shares, in each case in accordance with the Companies Acts and Diageo’s articles of association.

Repurchase of shares
Subject to authorisation by shareholder 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, if not so held, must be cancelled immediately upon completion of the purchase, thereby reducing the amount of Diageo’s issued share capital. At the Annual General Meeting held on October 6, 2022, Diageo’s shareholders gave it authority to repurchase up to 227,870,414 of its ordinary shares subject to additional conditions. The minimum price which must be paid for such shares is 28101/108 pence and the maximum price is the higher of (a) 5% above the average market value of Diageo’s ordinary shares for the five business days immediately preceding the day on which that ordinary share is contracted to be purchased and (b) the higher of the price of the last independent trade and the highest current independent purchase bid on the trading venue where the purchase is carried out.

Restrictions on transfers of shares
The Board may decline to register a transfer of a certificated Diageo share unless the instrument of transfer (a) is duly stamped or certified or otherwise shown to the satisfaction of the Board to be exempt from stamp duty and is accompanied by the relevant share certificate and such other evidence of the right to transfer as the Board may reasonably require, (b) is in respect of only one class of share and (c) if to joint transferees, is in favour of not more than four such transferees.
Registration of a transfer of an uncertificated share may be refused in the circumstances set out in the uncertificated securities rules (as defined in Diageo’s articles of association) and where, in the case of a transfer to joint holders, the number of joint holders to whom the uncertificated share is to be transferred exceeds four.
The Board may decline to register a transfer of any of Diageo’s certificated shares by a person with a 0.25% interest (as defined in Diageo’s articles of association) if such a person has been served with a restriction notice (as defined in Diageo’s articles of association) after failure to provide Diageo with information concerning interests in those shares required to be provided under the Companies Acts, unless the transfer is shown to the Board to be pursuant to an arm’s length sale (as defined in Diageo’s articles of association).

Substantive shareholder voting rights
The company’s substantial shareholders do not have different voting rights.


AMERICAN DEPOSITARY SHARES

General
The ordinary shares of Diageo may be issued in the form of American depositary shares, or ADSs. Each Diageo ADS represents four ordinary shares of Diageo.
Citibank, N.A. is the depositary with respect to Diageo’s ADSs, which are evidenced by American depositary receipts, or ADRs. Each ADS represents an ownership interest in four ordinary shares deposited with the custodian, as agent of the depositary, under the Deposit Agreement dated 14 February 2013 between Diageo, the Depositary and owners and beneficiaries of the ADRs (the “Deposit Agreement”). Each ADS also represents any other securities, cash or other property which may be held by Citibank, N.A. as depositary.
The principal executive office of Citibank, N.A. and the office at which the ADRs will be administered is currently located at 388 Greenwich Street, New York, New York 10013, United States. Citibank, N.A. is a national banking association organized under the laws of the United States. The custodian will be Citibank, N.A. (London Branch) and its duties will be administered from its principal London office, currently located at 25 Molesworth Street, Lewisham, London SE13 7EX, United Kingdom.
You may hold ADSs either directly or indirectly through your broker or other financial institution. If you hold ADSs directly, by having an ADS registered in your name on the books of the depositary, you are an ADR holder. If you hold the ADSs through your broker or financial institution nominee, you must rely on the procedures of such broker or financial institution to assert the rights of an
334


ADR holder described in this section. You should consult with your broker or financial institution to find out what those procedures are.
Diageo will not treat ADR holders as shareholders and ADR holders will not have shareholder rights. English law governs shareholder rights. The depositary will be the holder of the ordinary shares underlying your ADSs. As a holder of ADRs, you will have ADR holder rights, which are set out in the Deposit Agreement. The Deposit Agreement also sets out the rights and obligations of the depositary.
The following is a summary of the material terms of the Deposit Agreement. Because it is a summary, it does not contain all the information that may be important to you. For more complete information, you should read the entire form of Deposit Agreement and the form of ADR, which contain the terms of the ADSs. Please refer to Exhibit 99.A on Form F-6 (File No. 333-186400) filed with the Securities and Exchange Commission on 1 February 2013). Copies of the Deposit Agreement are also available for inspection at the offices of the depositary.

Share Dividends and Other Distributions
Diageo may make various types of distributions with respect to its securities. The depositary has agreed to pay to you the cash dividends or other distributions it or the custodian receives on ordinary shares or other deposited securities, after deducting its fees and expenses. You will receive these distributions in proportion to the number of underlying ordinary shares that your ADSs represent.
Except as stated below, to the extent the depositary is legally permitted it will deliver such distributions to ADR holders in proportion to their interests in the following manner:
Cash. Upon receiving notice from Diageo that Diageo intends to distribute a cash dividend or other cash distribution, the depositary will establish a record date for such distribution. As promptly as practicable following the receipt of a cash dividend or other cash distribution from Diageo, the depositary will: (i) if at the time of receipt thereof any amounts received in a foreign currency can, in the judgment of the depositary, be converted on a practicable basis into U.S. dollars transferable into the United States, promptly convert or cause to be converted such cash dividend or cash distributions into U.S. dollars, (ii) if applicable, establish a record date for the distribution and (iii) distribute promptly such U.S. dollar amount, net of applicable fees, charges and expenses of the depositary and taxes withheld. The depositary shall distribute only such amount as can be distributed without attributing to any ADR holder a fraction of one cent. Any such fractional amounts shall be rounded to the nearest whole cent and so distributed to ADR holders entitled thereto. If the depositary cannot reasonably make such conversion or obtain any governmental approval or license necessary for the conversion, the depositary will hold any unconvertible foreign currency for your account without liability for any interest or, upon request, will distribute the foreign currency to you. If exchange rates fluctuate during a time when the depositary cannot convert a foreign currency, you may lose some or all of the value of the distribution.
Shares. Upon receiving notice from Diageo that Diageo intends to distribute a share dividend or free distribution of ordinary shares, the depositary will establish a record date for such distribution. The depositary will then either (i) deliver additional ADSs representing such ordinary shares, or (ii) if additional ADSs are not so distributed, take all actions necessary so that each ADS issued and outstanding after the ADS record date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional ordinary shares distributed, in each case net of applicable fees, charges and expenses of the depositary and taxes withheld. Only whole ADSs will be issued. Any ordinary shares which would result in fractional ADSs will be sold and the net proceeds will be distributed to the ADR holders entitled to them.
Rights to receive additional shares. Upon receiving notice from Diageo that Diageo intends to distribute rights to subscribe for additional ordinary shares or other rights and that Diageo wishes such rights to be made available to holders of ADSs, the depositary shall, after consultation with Diageo, have discretion as to the procedure for making such rights available to any ADR holders or in disposing of such rights on behalf of any ADR holders and making, as promptly as practicable, the net proceeds available to such ADR holders. If, by the terms of the offering of rights or for any other reason, the depositary may not either make such rights available to any ADR holders or dispose of such rights on behalf of any ADR holders and make the net proceeds available to such ADR holders, then the depositary shall allow such rights to lapse. If the depositary determines in its reasonable discretion that it is not lawful or practicable to make such rights available to all or certain ADR holders, if Diageo does not furnish such evidence or if the depositary determines it is not lawful or practicable to distribute such rights to all or some of the registered holders, the depositary may:
distribute such rights only to the holders to whom the depositary has determined such distribution is lawful and practicable;
if practicable, sell rights in proportion to the number of ADSs held by registered holders to whom the depositary has determined it may not lawfully or practicably make such rights available and distribute the net proceeds as cash; or
allow rights in proportion to the number of ADSs held by registered holders to whom the depositary has determined it may not lawfully or practicably make such rights available to lapse, in which case such registered holders will receive nothing.
335


Diageo has no obligation to file a registration statement under the Securities Act of 1933, as amended, in order to make any rights available to ADR holders.
Other Distributions. Upon receiving notice from Diageo that Diageo intends to distribute securities or property other than those described above and that Diageo wishes such rights to be made available to holders of ADSs, the depositary may distribute such securities or property in any manner it deems equitable and practicable. To the extent the depositary deems distribution of such securities or property not to be practicable, the depositary may, after consultation with Diageo, adopt any method that it reasonably deems to be equitable and practical, including but not limited to the sale of such securities or property and distribution of any net proceeds in the same way that cash is distributed.
The depositary may choose any practical method of distribution for any specific ADR holder, including the distribution of securities or property, or it may retain such items, without paying interest on or investing them, on behalf of the ADR holder as deposited property.
There can be no assurances that the depositary will be able to convert any currency at a specified exchange rate or sell any property, rights, shares or other securities at a specified price, nor that any of such transactions can be completed within a specified time period.

Deposit, Withdrawal and Cancellation
The depositary will deliver ADSs if you or your broker deposit ordinary shares or evidence of rights to receive ordinary shares with the custodian. In the case of the ADSs to be issued under a prospectus supplement, Diageo may arrange with the underwriters named therein to deposit such ordinary shares if and as provided in the prospectus supplement.
Ordinary shares deposited with the custodian must also be accompanied by certain documents, including (a) in the case of certificated shares, instruments showing that such ordinary shares have been properly transferred or endorsed and (b) in the case of book-entry shares, confirmation of book-entry transfer and recordation, in each case to the person on whose behalf the deposit is being made.
The custodian will hold all deposited ordinary shares for the account of the depositary. ADR holders thus have no direct ownership interest in the ordinary shares and have only such rights as are contained in the Deposit Agreement. The deposited shares and any other securities, property or cash received by the depositary or the custodian and held under the Deposit Agreement are referred to as deposited property.
Upon each deposit of ordinary shares, receipt of related delivery documentation and compliance with the other provisions of the Deposit Agreement, including the payment of the fees and charges of the depositary and any taxes or other fees or charges owing, the depositary will issue and deliver ADSs in the name of the person entitled thereto and, if applicable, issue ADRs evidencing the number of ADSs to which such person is entitled. ADRs will be delivered at the depositary’s principal office.
The depositary will make arrangements for the acceptance of ADSs for book-entry settlement through The Depository Trust Company, or DTC. All ADSs held through DTC will be registered in the name of Cede & Co., the nominee for DTC. Unless issued as uncertificated ADSs, the ADSs registered in the name of Cede & Co. will be evidenced by one or more receipt(s) in the form of a “Balance Certificate,” which will provide that it represents the aggregate number of ADSs from time to time indicated in the records of the depositary as being issued to DTC hereunder and that the aggregate number of ADSs represented thereby may from time to time be increased or decreased by making adjustments on such records of the depositary and of DTC or Cede & Co.
When you turn in your ADSs (and, if applicable, the ADRs evidencing the ADSs) at the depositary’s office, the depositary will, upon payment of certain applicable fees, charges and taxes, and upon receipt of proper instructions, deliver the underlying ordinary shares to you. At your risk, expense and request, the depositary will deliver (to the extent permitted by law) deposited property at the depositary’s principal office.
The depositary may restrict the withdrawal of deposited securities only in connection with:
temporary delays caused by closing Diageo’s transfer books or those of the depositary or the deposit of ordinary shares in connection with voting at a shareholders’ meeting, or the payment of dividends;
the payment of fees, taxes and similar charges; or
compliance with any U.S. or foreign laws or governmental regulations relating to the ADSs or to the withdrawal of deposited securities.
This right of withdrawal may not be limited by any other provision of the Deposit Agreement.

Voting Rights
If you are an ADR holder and the depositary asks you to provide it with voting instructions, you may instruct the depositary how to exercise the voting rights for the ordinary shares which underlie your ADRs. After receiving voting materials from Diageo, the depositary will, if Diageo asks it to, notify the ADR holders of any shareholder meeting or solicitation of consents for proxies. This notice will describe how you may, subject to English law and the provisions of Diageo’s articles of association, instruct the depositary to exercise the voting rights for the ordinary shares which underlie your ADSs. For instructions to be valid, the depositary must receive them on or before the date specified. The depositary will try, as far as practical, subject to English law and the provisions of Diageo’s articles of association, to vote or to have its agents vote the shares or other deposited securities as you instruct. The depositary will not vote or attempt to exercise the right to vote that attaches to the shares or other deposited securities, other than in accordance with your instructions or deemed instructions. If the depositary does not receive instructions from you on or before the specified date and voting is by poll, the depositary will deem you to have instructed it to give a discretionary proxy to a person designated by Diageo to vote such deposited securities.
336



However, we cannot assure you that you will receive our voting materials in time for you to give the depositary instructions to vote any deposited securities. In addition, the depositary and its agents are not responsible for failing to carry out voting instructions to vote the deposited securities, if, for example, the instructions are not received in time to vote the amount of the deposited securities or if English or other applicable laws prohibit such voting.
Notwithstanding anything contained in the Deposit Agreement or any ADR, the depositary may, to the extent not prohibited by law or regulations, or by the requirements of the stock exchange on which the ADSs are listed, in lieu of distribution of the materials provided to the depositary in connection with any meeting of, or solicitation of consents or proxies from, holders of deposited securities, distribute to ADR holders a notice that provides ADR holders with, or otherwise publicizes to ADR holders, instructions on how to retrieve such materials or receive such materials upon request (i.e., by reference to a website containing the materials for retrieval or a contact for requesting copies of the materials).
Notwithstanding anything else contained in the Deposit Agreement or any ADR, the depositary shall not have any obligation to take any action with respect to any meeting, or solicitation of consents or proxies, of holders of deposited securities if the taking of such action would violate applicable U.S. laws. Diageo has agreed to take any and all actions reasonably necessary and as permitted by English law to enable ADR holders and beneficial owners to exercise the voting rights accruing to the deposited securities.

Reports and Other Communications
The depositary will make available for inspection by ADR holders any reports and communications from Diageo that are both received by the depositary as holder of deposited property and made generally available by Diageo to the holders of deposited property. Upon the request of Diageo, the depositary will send to you copies of reports furnished by Diageo pursuant to the Deposit Agreement.

Reclassifications, Recapitalizations and Mergers
If Diageo takes actions that affect the deposited securities, including any change in par value, split-up, consolidation or other reclassification of deposited securities or any recapitalization, reorganization, merger, consolidation, sale of assets or other similar action, then the depositary may, and will if Diageo asks it to:
distribute additional or amended ADRs;
distribute cash, securities or other property it has received in connection with such actions; or
sell any securities or property received and distribute the proceeds as cash.
If the depositary does not choose any of the above options, any of the cash, securities or other property it receives will constitute part of the deposited property and each ADS will then represent a proportionate interest in such property.

Amendment and Termination
Diageo may agree with the depositary to amend the Deposit Agreement and the ADSs without your consent for any reason. ADR holders must be given at least 30 days’ notice of any amendment that imposes or increases any fees or charges (except for taxes and other charges specifically payable by ADR holders under the Deposit Agreement), or affects any substantial existing right of ADR holders. If an ADR holder continues to hold ADRs when an amendment has become effective such ADR holder is deemed to agree to such amendment.
No amendment will impair your right to surrender your ADSs and receive the underlying securities except to comply with mandatory provisions of applicable law.
The depositary will terminate the Deposit Agreement if Diageo asks it to do so. The depositary may also terminate the Deposit Agreement if the depositary has told Diageo that it would like to resign and Diageo has not appointed a new depositary bank within 180 days. In either case, the depositary must notify you at least 90 days before termination. After termination, the depositary’s only responsibility will be (i) to advise you that the Deposit Agreement is terminated, (ii) to collect distributions on the deposited securities (iii) to sell rights and other property, and (iv) to deliver ordinary shares and other deposited securities upon cancellation of the ADRs. At any time from the termination date, the depositary may sell the deposited property which remains and hold the net proceeds of such sales and any other cash it is holding under the Deposit Agreement, without liability for interest, for the pro rata benefit of ADR holders who have not yet surrendered their ADRs. After making such sale, the depositary shall have no obligations except to account for such proceeds and other cash. The depositary will not be required to invest such proceeds or pay interest on them.

Limitations on Obligations and Liability to ADR Holders
The Deposit Agreement expressly limits the obligations and liability of the depositary, Diageo and their respective agents. Neither Diageo nor the depositary assumes any obligation nor shall either of them be subject to any liability under the Deposit Agreement to any ADR holder, except that they each agree to perform their respective obligations specifically set forth in the Deposit Agreement without negligence or bad faith. Neither Diageo nor the depositary will be liable if:
law, regulation, the provisions of or governing any deposited securities, act of God, war or other circumstance beyond its control shall prevent, delay or subject to any civil or criminal penalty any act which the Deposit Agreement or the ADRs provide shall be done or performed by it;
it exercises or fails to exercise discretion permitted under the Deposit Agreement or the ADR;
it performs its obligations specifically set forth in the Deposit Agreement without negligence or bad faith; or
337


it takes any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting ordinary shares for deposit, any registered holder of ADRs, or any other person believed by it to be competent to give such advice or information.
In the Deposit Agreement, Diageo agrees to indemnify Citibank, N.A. for acting as depositary, except for losses caused by Citibank, N.A.’s own negligence or bad faith, and Citibank, N.A. agrees to indemnify Diageo for losses resulting from its negligence or bad faith.
The depositary will not be responsible for failing to carry out instructions to vote the deposited securities or for the manner in which the deposited securities are voted or the effect of the vote.
The depositary may own and deal in deposited securities and in ADSs.
Neither Diageo nor the depositary nor any of their respective directors, employees, agents or affiliates shall incur any liability for any consequential or punitive damages for any breach of the terms of the Deposit Agreement.

Books of Depositary
The depositary or its agent will maintain a register for the registration, registration of transfer, combination and split-up of ADSs and, if applicable, ADRs evidencing such ADSs. You may inspect such records at such office during regular business hours, but solely for the purpose of communicating with other holders in the interest of business matters relating to the Deposit Agreement.
The depositary will maintain facilities to record and process the issuance, cancellation, combination, split-up and transfer of ADSs. These facilities may be closed from time to time when the depositary considers it expedient to do so.


338


Exhibit 12.1

I, Debra Crew, certify that:
1.I have reviewed this annual report on Form 20-F of Diageo plc;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
4.The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and
5.The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

Date: 3 August 2023

/s/ Debra Crew
Name: Debra Crew
Title: Chief Executive
(Principal Executive Officer)

339


Exhibit 12.2

I, Lavanya Chandrashekar, certify that:
1.I have reviewed this annual report on Form 20-F of Diageo plc;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
4.The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and
5.The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

Date: 3 August 2023

/s/ Lavanya Chandrashekar
Name: Lavanya Chandrashekar
Title: Chief Financial Officer
(Principal Financial Officer)

340


Exhibit 13.1

Certification

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)

Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), the undersigned officer of Diageo plc, a public limited company incorporated under the laws of England and Wales (the ‘Company’), hereby certifies, to such officer’s knowledge, that:
The Annual Report on Form 20-F for the year ended 30 June 2023 (the ‘Report’) of the Company fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: 3 August 2023

/s/ Debra Crew
Name: Debra Crew
Title: Chief Executive
(Principal Executive Officer)


The foregoing certification is being furnished solely pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code) and is not being filed as part of the Report or as a separate disclosure document.

341

Exhibit 13.2

Certification

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)

Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), the undersigned officer of Diageo plc, a public limited company incorporated under the laws of England and Wales (the ‘Company’), hereby certifies, to such officer’s knowledge, that:
The Annual Report on Form 20-F for the year ended 30 June 2023 (the ‘Report’) of the Company fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: 3 August 2023

/s/ Lavanya Chandrashekar
Name: Lavanya Chandrashekar
Title: Chief Financial Officer
(Principal Financial Officer)


The foregoing certification is being furnished solely pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code) and is not being filed as part of the Report or as a separate disclosure document.


Exhibit 15.1

Consent of Independent Registered Public Accounting Firm

We hereby consent to the incorporation by reference in the Registration Statements on Form F-3of Diageo plc (No.333-269929), Diageo Capital plc (No. 333-269929-01) and Diageo Investment Corporation (No. 333-269929-02), and Form S-8 (No. 333-153481, 333-162490, 333-169934, 333-182315, 333-206290 and 333-223071)of our report dated 3 August 2023 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in this Form 20-F.


/s/ PricewaterhouseCoopers LLP
London, United Kingdom
3 August 2023

000)(1)
Estimated value
(£'000)
Ivan MenezesIvan MenezesPerformance shares02/09/201938,827 59.3 %23,024 — $190 1,390$4,644 £3,492Ivan MenezesPerformance shares03/09/202043,377 98.7 %42,813 — $179 2,796$8,142 £6,785 
Share options02/09/201938,827 61.5 %23,878 $170.28 $190 $476 £358Share options03/09/202043,377 77.5 %33,617 $133.88 $179 $1,501 £1,251 
Debra CrewDebra CrewPerformance shares03/09/2020
1,176(2)
98.8 %1,161 $179 75$221 £184 
Share options03/09/2020
714(2)
77.5 %553 $133.88 $179 $25 £21 
Lavanya ChandrashekarLavanya ChandrashekarPerformance shares02/09/20191,444 59.8 %863 — $190 52$174 £131Lavanya ChandrashekarPerformance shares03/09/20201,827 98.8 %1,805 — $179 117$343 £286 
1.(1)     The total long-term incentives value shown in the single figure of remuneration on page 119, outlined in more detail174 is split between performance shares and share options in the table above and is based on an average ADR price for the last three months of the financial year.fiscal year ($178.52).
(2)    The value of performance share awards and options awarded and vesting included in the table above for Debra Crew are pro-rata amounts reflecting the period from 5 to 30 June as a proportion of the three-year performance period, as shown in the single figure of remuneration on page 174. The 1,176 pro-rata performance shares awarded comprises 714 performance shares granted under the DLTIP (total award of 30,076 ADRs) and 462 performance shares granted under the DESAP (total award of 19,494 ADRs), which was granted in recognition of equity which was forfeited on joining Diageo. The pro-rata share options number reflects 714 share options granted under the DLTIP (total award of 30,076 ADRs)

In considering the vesting outcome of the 2020 DLTIP awards, the Remuneration Committee was especially cognisant of investor concerns around the potential risk of windfall gains following volatility in global stock markets at the time of grant as a result of the Covid-19 pandemic. The Committee considered a number of factors including share price movement over the performance period (up 26%), Diageo's underlying financial performance, historical award and vesting levels and absolute award value. The Committee noted that the 2020 DLTIP awards were made in September 2020 and, in line with usual Diageo practice, the number of awards granted was determined using a six-month average share price up to 30 June. This helps to smooth out share price volatility and, at $143.63 for the 2020 grants, the price used to calculate the awards was only around 10% lower than the prior year's price. The Committee considered Diageo’s overall business performance and value created for shareholders and other relevant factors over the period and determined that the outcomes were fair and appropriate and made no adjustment to the payouts. It also considered the level of difficulty of the targets set at a time of uncertainty and determined that the vesting outcome was consistent with Diageo's long-term performance and returns to shareholders. Diageo's compound annual growth in net sales and profit over this period have also been at the top end of the global peer group.
Pension
Pensions and benefits in the year ended 30 June 2022 2023

Benefits provisions for the Executive Directors are in accordance with the information set out in the Directors’ remuneration policy table.policy.

Pension arrangements
Ivan Menezes and Lavanya Chandrashekar are memberswas a member of the Diageo North America Inc. Supplemental Executive Retirement Plan (SERP), with an accrual rate of 20% of base salary until 1 January 2023 when it was reduced to 14% of base salary, until his date of death of 6 June 2023. Debra Crew and Lavanya Chandrashekar are members of the SERP with an accrual rate of 14% of base salary respectively during the year ended 30 June 2022. The accrual rate for Ivan Menezes was reduced from 30% to 20% of salary with effect 1 July 2019 and, in accordance with the 2020 remuneration policy, the company will reduce the accrual rate further to 14% of salary on 1 January 2023.
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, employeesDebra Crew and Lavanya Chandrashekar can withdraw the balance of the plan six months after leaving service (in the case of Ivan Menezes) or six months after leaving service or age 55, if later (inand the case of Lavanya Chandrashekar). The balance may be withdrawn in either a lump sum or five equal annual instalments, depending on the size of the balance.
Both
Ivan Menezes, Debra Crew and Lavanya Chandrashekar participated in the US Cash Balance Plan and the Benefit Supplemental Plan (BSP), until August 2012, 30 September 2022 and June 2021 respectively, and have accrued benefits under both plans. The Cash Balance Plan is a qualified funded pension arrangement. Employer contributions arewere 10% of pay capped at the Internal Revenue Service (IRS) limit. The BSP is a non-qualified unfunded arrangement; notional employer contributions arewere 10% of pay above the IRS limit. Interest (notional for the BSP) is credited quarterly on both plans.

Ivan Menezes was also a member of the Diageo Pension Scheme (DPS) in the United Kingdom between 1 February 1997 and 30 November 1999. The accrual of pensionable service ceased in 1999 but the linkage to salary remained until January 2012. Ivan Menezes has reached his normal retirement age in the DPS.

Upon death in service on 6 June 2023, a life insurance benefit of $3 million isbecame payable by the insurance provider for Ivan Menezes andMenezes. In the event of death in service, a lump sum of foursix times base salary is payable forto Debra Crew and Lavanya Chandrashekar.
183

Governance (continued)
The table below shows the pension benefits accrued by each Executive Director as at year end (or to date.6 June 2023 in the case of Ivan Menezes). The accrued United Kingdom benefits for Ivan Menezes are annual pension amounts, whereas the accrued US benefits for Ivan Menezes, Debra Crew and Lavanya ChandreshekarChandrashekar are one-off cash balance amounts.

30 June 202230 June 2021
Executive DirectorUK pension
£'000 p.a.
US benefit
£'000
UK pension
£'000 p.a.
US benefit
£'000
Ivan Menezes1
759,251757,645
Lavanya Chandrashekar2
Nil302Nil160

30 June 202330 June 2022
Executive DirectorUK pension
£'000 p.a.
US benefit
£'000
UK pension
£'000 p.a.
US benefit
£'000
Ivan Menezes(1)
759,563759,251
Debra Crew(2)
Nil761Nil761
Lavanya Chandrashekar(3)
Nil413Nil302
1.(1)    Ivan Menezes' US benefits are higher at 306 June 20222023 than at 30 June 20212022 by £1,606k. £369k£312k. £452k of which is due to pension benefits earned over the year (£209k(none of which is over and above the increase due to inflation – as reported in the single figure of remuneration, see page 193)139). £57k£103k of which is due to interest earned on his deferred US benefits over the year. 1,180kuntil his death in service and a reduction of (£243k) which is due to exchange rate movements over the year.
2. Lavanya Chandrashekar's(2)     Debra Crew's US benefits are higherthe same at 30 June 20222023 than at 30 June 2021 by £142k. £103kthe date of her appointment to interim CEO and Executive Director and CEO. The breakdown of this relates to £10k of which is due to pension benefits earned over the year (£103k(all of which is over and above the increase due to inflation – as reported in the single figure of remuneration, see page 193). £4k174), £1k of which is due to interest earned on her deferred US benefits over the year;year and
35k a reduction of (£11k) of which is due to exchange rate movements over the year.
(3) Lavanya Chandrashekar's US benefits are higher at 30 June 2023 than at 30 June 2022 by £111k. The breakdown of this relates to £122k of which is due to pension benefits earned over the year (£110k of which is over and above the increase due to inflation – as reported in the single figure of remuneration, see page 174), £7k of which is due to interest earned on her deferred US benefits over the year and a reduction of (£18k) of which is due to exchange rate movements over the year.

The Normal Retirement Age applicable to each Director’s benefits depends on the pension scheme, as outlined below.

198

Governance (continued)
Executive DirectorUK benefits
(DPS)
US benefits
(Cash Balance Plan)
US benefits
(BSP)
US benefits
(SERP)
Ivan Menezes60656 months after leaving service6 months after leaving service
Lavanya Chandrashekarn/a656 months after leaving service, or age 55 if later6 months after leaving service, or age 55 if later
Executive DirectorUK benefits
(DPS)
US benefits
(Cash Balance Plan)
US benefits
(BSP)
US benefits
(SERP)
Ivan Menezes60656 months after leaving service6 months after leaving service
Debra Crewn/a656 months after leaving service, or age 55 if later6 months after leaving service, or age 55 if later
Lavanya Chandrashekarn/a656 months after leaving service, or age 55 if later6 months after leaving service, or age 55 if later

Long-term incentive awards made during the year ended 30 June 20222023

On 3 September 2021,2022, Ivan Menezes, Debra Crew and Lavanya Chandrashekar received awards of performance shares and market-pricemarket-priced share options under the DLTIP asbased on a percentage of base salary as outlined below. Ms Crew was not an Executive Director at the time of grant. The three-year period over which performance will be measured is 1 July 20212022 to 30 June 2024.2025.
The performance measures and targets for awards made in September 20212022 are outlined below. Net sales and profit before exceptional items and tax are key levers for driving top and bottom line growth. The free cash flow measure was selected because it represents a robust measure of cash performance consistent with typical external practice and is a key strategic priority. Total shareholder return, is the only relative performance measure under the plan, provides good alignment with shareholder interests and increases the leverage based on share price growth. Finally, the environmental, social and governance (ESG) measure (20% of total performance share award), which was introduced in 2020, reinforces the stretching and strategically important goals under the ‘Society 2030: Spirit of Progress’ ambition, Diageo’s 10-year action plan to help create an inclusive and sustainable world. The definition of the ESG measures is the same as the 2022 award, outlined in more detailwas set out on page 207.163 of the annual remuneration report for fiscal 22.

Performance sharesShare options
2021 DLTIPOrganic net sales growthOrganic profit before exceptional items and tax growthReduction in greenhouse gas emissionImprovement in water efficiencyChanged attitudes on dangers of underage drinking% Female leaders% Ethnically diverse leadersCumulative free cash flowRelative TSR
Weighting40 %40 %%%%2.5 %2.5 %50 %50 %
Target range5% - 9%6.5% - 13.5%19.1% - 27.1%6.3% - 12.1%2.3m - 3.7m44% - 46%39% - 41%£7,450m - £9,250mMedian - upper quintile
Performance sharesShare options
2022 DLTIPOrganic net sales growthOrganic profit before exceptional items and tax growthReduction in greenhouse gas emissionWater efficiencyChanged attitudes on dangers of underage drinking% Female leaders% Ethnically diverse leaders
Cumulative free cash flow(1)
Relative TSR
Weighting40 %40 %%%%2.5 %2.5 %50 %50 %
Target range4.5% - 8.5%5% - 12%10.7% - 17.6%6.3% - 12.1%2.6m - 4.0m45% - 47%42% - 44%$10,175m - $12,569mMedian - upper quintile

1.The cumulative free cash flow (FCF) targets have been restated in USD following the change in reporting currency from fiscal 24 onwards (original GBP target range was £7,650m - £9,450m). More details can be found on page 41.
20% (25% for Ms Crew as the awards were made before she became an Executive Director) of DLTIP awards will vest at threshold, with vesting in a straight line up to 100% if the maximum level of performance is achieved. As explained in the remuneration policy, table, one performance share is deemed equal in value at grant to three share options.
Executive DirectorDate of grantPlanShare typeAwards made
during the year
Exercise
price
Face value
$'000
Face value
(% of salary)
Ivan Menezes03/09/2021DLTIP - share optionsADR36,675$194.75$6,417375 %
Ivan Menezes03/09/2021DLTIP - performance sharesADR36,675$6,417375 %
Lavanya Chandrashekar03/09/2021DLTIP - share optionsADR20,060$194.75$3,510360 %
Lavanya Chandrashekar03/09/2021DLTIP - performance sharesADR20,060$3,510360 %
184

Governance (continued)
Executive DirectorDate of grantPlanShare typeAwards made
during the year
Exercise
price
Face value
$'000
Face value
(% of salary)
Ivan Menezes02/09/2022DLTIP - share optionsADR33,845$176.95$6,610375 %
Ivan Menezes02/09/2022DLTIP - performance sharesADR33,845$6,610375 %
Debra Crew02/09/2022DLTIP - share optionsADR26,629$176.95$5,200360 %
Debra Crew02/09/2022DLTIP - performance sharesADR26,629$0.00$5,200360 %
Lavanya Chandrashekar02/09/2022DLTIP - share optionsADR18,512$176.95$3,615360 %
Lavanya Chandrashekar02/09/2022DLTIP - performance sharesADR18,512$3,615360 %

The proportion of the awards outlined above that will vest is dependent on the achievement of performance conditions and continued employment, and the actual value received may be nil. The vesting outcomes will be disclosed in the 2024 Annual Report.2025 annual remuneration report.

In accordance with the plan rules, the number of performance shares and share options granted under the DLTIP was calculated by using the average closing ADR price for the last six months of the preceding financial year ($174.97)195.29). This price is used to determine the face value in the table above. In accordance with the plan rules, the exercise price was calculated using the average closing ADR price of the three days preceding the grant date ($194.75)176.95). The ADR price on the date of grant was $195.97.

199185

Governance (continued)
Outstanding share plan interests
Plan nameDate of awardPerformance periodDate of vestingShare typeShare price on date of grantExercise price
Number of shares/options at 30 June 2021 1
GrantedVested/exercisedDividend Equivalent Shares releasedLapsedNumber of shares/options at 30 June 2022
Ivan Menezes
DLTIP – share options10
Sep 20152015-20182018ADR

$104.9329,895

29,895 

0
DLTIP – share options10
Sep 20162016-20192019ADR

$113.6639,734

39,734 

DLTIP – share options3
Sep 20172017-20202020ADR$134.06 14,09814,098
DLTIP – share options3
Sep 20182018-20212021ADR$140.89 42,84838,564 4,284
Total vested but unexercised share options in Ords2
73,528
DLTIP - share options4,5
Sep 20192019-20222022ADR$170.2838,827


38,827
DLTIP - share options6
Sep 20202020-20232023ADR$133.8843,377


43,377
DLTIP - share options7
Sep 20212021-20242024ADR$194.75036,675


36,675
Total unvested share options subject to performance in Ords2
475,516
DLTIP - performance shares8
Sep 20182018-20212021ADR$139.4142,84812,554 701 30,294 0
DLTIP - performance shares4,5
Sep 20192019-20222022ADR$174.7238,827


38,827
DLTIP - performance shares6
Sep 20202020-20232023ADR$133.7043,377


43,377
DLTIP - performance shares7
Sep 20212021-20242024ADR$195.97036,675


36,675
Total unvested shares subject to performance in Ords2
475,516
Lavanya Chandrashekar
DLTIP – share options3
Sep 20182018-20212021ADR$140.893,832

3,832
DLTIP – share options3
Sep 20182018-20212021ADR$140.891,0641,064
Total vested but unexercised share options in Ords2
19,584
DLTIP – share options7
Sep 20212021-20242024ADR$194.7520,060


20,060
Total unvested share options subject to performance in Ords2
80,240
DLTIP – performance sharesSep 20182018-20212021ADR$139.411,593503 28 1,090 0
DLTIP – performance shares4,5
Sep 20192019-20222022ADR$174.721,444


1,444
DLTIP – performance shares6
Sep 20202020-20232023ADR$133.701,827


1,827
DLTIP – performance shares7
Sep 20212021-20242024ADR$195.9720,060


20,060
Total unvested shares subject to performance in Ords2
93,324
DLTIP – restricted stock unitsSep 20182018-20212021ADR$139.41766766 0
DLTIP – restricted stock unitsSep 20182018-20212021ADR$139.4117741,774 0
DLTIP – restricted stock unitsSep 20192019-20222022ADR$174.7215671,567
DLTIP – restricted stock unitsSep 20202020-20232023ADR$133.70 2,6352,635
Total unvested shares not subject to performance in Ords2,9
16,808
Plan nameDate of awardPerformance periodYear of vestingAward calculation share priceExercise price
Number of shares/options at 30 June 2022 (1)
GrantedVested/exercisedDividend equivalent Shares releasedLapsedNumber of shares/options at 30 June 2023Share type
Ivan Menezes
DLTIP – share options(3)
Sep 20172017-20202020$134.06 14,098 14,098 ADR
DLTIP – share options(3)
Sep 20182018-20212021$140.89 4,284 4,284ADR
DLTIP – share options(3)
Sep 20192019-20222022$170.28 38,827 14,94923,878ADR
Total vested but unexercised share options in Ordinary shares(2)
169,040ORD
DLTIP - share options(4) (5) (9)
Sep 20202020-20232023$133.88 43,37743,377ADR
DLTIP – share options(6) (9) (11)
Sep 20212021-20242024$194.75 36,675 12,24824,427ADR
DLTIP - share options(7) (9) (11)
Sep 20222022-20252025$176.95 33,84522,57411,271ADR
Total unvested share options subject to performance in Ordinary shares(2)
316,300ORD
DLTIP - performance sharesSep 20192019-20222022$160.46 38,82723,0241,47615,8030ADR
DLTIP - performance shares(4) (5) (9)
Sep 20202020-20232023$143.63 43,377 43,377ADR
DLTIP - performance shares(6) (9)
Sep 20212021-20242024$174.97 36,675 12,24824,427ADR
DLTIP - performance shares(7) (9)
Sep 20222022-20252025$195.29 33,84522,57411,271ADR
Total unvested shares subject to performance in Ordinary shares(2)
316,300ORD
Debra Crew
DLTIP - share options(4) (5)
Sep 20202020-20232023$133.88 30,07630,076ADR
DLTIP – share options(6) (11)
Sep 20212021-20242024$194.75 27,019 27,019 ADR
DLTIP - share options(7) (11)
Sep 20222022-20252025$176.95 26,62926,629ADR
Total unvested share options subject to performance in Ordinary shares(2)
334,896ORD
DLTIP - performance shares(4) (5)
Sep 20202020-20232023$143.63 30,07630,076ADR
DLTIP - performance shares(6)
Sep 20212021-20242024$174.97 27,019 27,019 ADR
DLTIP - performance shares(7)
Sep 20222022-20252025$195.29 26,62926,629 ADR
DESAP - performance shares(4)(5)(8)
Sep 20202020-20232023$143.63 19,494 19,494 ADR
DESAP - performance shares(8)
Mar 20222023-20252026$197.06 8,796 8,796 ADR
DESAP - performance shares(8)
Mar 20222024-20262027$197.06 8,930 8,930 ADR
DESAP - performance shares(8)
Mar 20222025-20272028$197.06 8,930 8,930 ADR
Total unvested shares subject to performance in Ordinary shares(2)
519,496ORD
DESAP – restricted stock units (8)
Mar 20222027$197.06 8,7968,796ADR
DESAP – restricted stock units (8)
Mar 20222028$197.06 8,930 8,930 ADR
DESAP – restricted stock units (8)
Mar 20222029$197.06 8,9308,930ADR
Total unvested shares not subject to performance in Ordinary shares(2), (8)
106,624ORD
Lavanya Chandrashekar
DLTIP – share options(3)
Sep 20182018-20212021$140.89 3,8323,832ADR
DLTIP – share options(3)
Sep 20182018-20212021$140.89 1,0641,064ADR
Total vested but unexercised share options in Ordinary shares(2)
19,584ORD
DLTIP – share options(6) (11)
Sep 20212021-20242024$194.75 20,060 20,060 ADR
DLTIP – share options(7) (11)
Sep 20222022-20252025$176.95 18,51218,512ADR
Total unvested share options subject to performance in Ordinary shares(2)
154,288ORD
DLTIP – performance sharesSep 20192019-20222022$160.46 1,444 863 55 581 — ADR
DLTIP – performance shares(4) (5)
Sep 20202020-20232023$143.63 1,827 1,827 ADR
DLTIP – performance shares(6)
Sep 20212021-20242024$174.97 20,060 20,060 ADR
DLTIP – performance shares(7)
Sep 20222022-20252025$195.29 18,51218,512ADR
Total unvested shares subject to performance in Ordinary shares(2)
161,596ORD
DLTIP – restricted stock units (10)
Sep 20192019-20222022$160.46 1,567 1,567 1,567 — ADR
DLTIP – restricted stock units (10)
Sep 20202020-20232023$143.63  2,6352,635ADR
Total unvested shares not subject to performance in Ordinary shares(2),(10)
10,540ORD
1.1)     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 an expiry date of 10 years after the date of grant.
2.2)     ADRs have been converted to OrdsORDs (one ADR is equivalent to four ordinary shares) for the purpose of calculating the total number of vested and unvested shares and options.
3.3)     The total number of share options granted under the DLTIP in September 2017, 2018 and 20182019 showing as outstanding as at 30 June 20222023 are vested but unexercised share options.
4.(4)    Performance shares and share options granted under the DLTIP in September 20192020 and due to vest in September 20222023 are included here as unvested share awards subject to performance conditions, although the awards have also been included in the single figure of remuneration table onon page 193, 174, since the performance period ended during the year ended 30 June 2022.2023.
5.(5) Details of the performance conditions attached to DLTIP awards of performance shares and share options granted in 2019 are organic net sales growth (3.75%-6%), organic growth in profit before exceptional items and tax (4.5%-10.5%), cumulative free cash flow (£8,600m-£9,600m) and relative total shareholder return (median-upper quintile).
6.    Details of the performance conditions attached to DLTIP
DESAP awards of performance shares and share options granted in 2020 are organic net sales growth (4%-8%), organic growth in profit before exceptional items and tax (4.5%-12%), reduction in greenhouse gas emissions (6.3%-14.3% - 14.3%), improvement in water
186

Governance (continued)
efficiency (5.8% - 11.2%-11.2%), changing attitudes on dangers of underage drinking (0.75m-1.25m), % of female leaderleaders (41% - 43%-43%), % of ethnically diverse leaders (38% - 40%-40%), cumulative free cash flow (£6,200m-£8,200m) and relative total shareholder return (median-upper quintile).
7.
(6) Details of the performance conditions attached to DLTIP awards of performance shares and share options granted in 2021 are organic net sales growth (5%-9%), organic growth in profit before exceptional items and tax (6.5%-13.5%), reduction in greenhouse gas emissions (19.1%-27.1%), improvement in water efficiency (6.3% - 12.1%-12.1%), changing attitudes on dangers of underage drinking (2.3m-3.7m), % of female leaderleaders (44% - 46%-46%), % of ethnically diverse leaders (39% - 41%-41%), cumulative free cash flow (£7,450m-£9,250m)($10,058m-$12,488m) and relative total shareholder return (median-upper quintile).
8.
(7) Details of the performance conditions attached to DLTIP awards of performance shares and share options granted in 2022 are organic net sales growth (4.5%-8.5%), organic growth in profit before exceptional items and tax (5.0%-12.0%), reduction in greenhouse gas emissions (10.7%-17.6%), improvement in water efficiency (6.3%-12.1%), changing attitudes on dangers of underage drinking (2.6m-4.0m), % of female leaders (45%-47%), % ethnically diverse leaders (42%-44%), cumulative free cash flow ($10,175m-$12,569m) and relative total shareholder return (median-upper quintile).
(8) The performance shares awarded to Debra Crew in 2020 under the Diageo Exceptional Stock Award Plan (DESAP) were granted in recognition of equity which was forfeited on joining Diageo in 2020 and have the same performance measures and targets as the 2020 DLTIP performance shares (see footnote 5). Debra Crew was granted a number of performance shares and restricted stock units under the DESAP in March 2022 for incentive and retention purposes. The DESAP performance shares will vest based on a performance hurdle of winning or holding market share in at least 2/3rs of total NSV in measured markets over the respective three-year performance periods (F23-F25 for awards due to vest in September 2026, F24-F26 for awards due to vest in September 2027 and F25-F27 for awards due to vest in September 2028). The DESAP restricted stock units vest subject to continued employment up to the vesting date.
(9) In accordance with the policy and plan rules treatment on death-in-service, the 2020, 2021 and 2022 awards for Ivan Menezes must retain the net shares resulting from the award that vested (including dividend equivalent shares)early on 3 September 2021 until 3 September2 August 2023 under the post vesting retention period.
9.
based on an assessment of performance as at 30 June 2023. Further information can be found on page 190.
(10) Lavanya Chandrashekar was granted a number of restricted stock units prior to her appointment as CFO and joining the Board.
10.    On 14 September
(11) The Free Cash Flow (FCF) performance targets for both the 2021 Ivan Menezes exercised 23,229 share options under his 2015 award. The option price was $104.93 and 2022 DLTIP awards have been restated in USD following the share price at exercise was $193.55. On 15 September 2021, Ivan Menezes exercised the remaining 6,666 share options under his 2015 award. The option price was $104.93 and the share price at exercise was $192.04. Ivan Menezes also exercised 39,734 share options under 2016 award - the option price was $113.66 and the share price at exercise was $192.04.
change in functional currency. More details can be found on page 41.


200187

Governance (continued)
Directors’ shareholding requirements and share and other interests

The beneficial interests of the Directors who held office during the year ended 30 June 20222023 (and their connected persons) in the ordinary shares (or ordinary share equivalents) of the company are shown in the table below.

Ordinary shares or equivalent1,2



26 July 202230 June 2022(or date of departure, if earlier)30 June 2021
(or date of appointment if later)
Shareholding requirement
(% salary)3
Shareholding at 26 July 2022
(% salary)
3
Shareholding requirement met
Chairman
Javier Ferrán7,9
307,522307,288254,242
Executive Directors
Ivan Menezes4,5,7
1,078,5661,078,5661,145,894500 %3,093 %Yes
Lavanya Chandrashekar6,7
6,2286,228400 %31 %No - to be met by July 2026
Non-Executive Directors
Susan Kilsby7
2,6002,6002,600
Melissa Bethell2,6682,668
Valérie Chapoulaud-Floquet2,0552,0552,017
Sir John Manzoni2,8702,8702,816
Lady Mendelsohn5,0005,0005,000
Alan Stewart7,1207,1207,069
Ireena Vittal00
Karen Blackett8
00

Ordinary shares or equivalent(1),(2)



26 July 202330 June 2023 (or date of cessation, if earlier)(or date of departure, if earlier)30 June 2022
(or date of appointment if later)
Shareholding requirement
(% salary)(3)
Shareholding at 25 July 2023
(% salary)
(3)
Shareholding requirement met
Chairman
Javier Ferrán(7)
310,720310,468307,288
Executive Directors
Ivan Menezes(4),(7)
1,141,2341,141,2341,078,566500 %2,728 %Yes
Debra Crew(7),(8)
260260n/a500 %%No - to be met by June 2028
Lavanya Chandrashekar (5),(6),(7)
11,11311,1096,228400 %47 %No - to be met by July 2026
Non-Executive Directors
Susan Kilsby(7)
2,6002,6002,600
Melissa Bethell2,6682,66826.68
Valérie Chapoulaud-Floquet2,0982,0982,055
Sir John Manzoni2,9292,9292,870
Lady Nicola Mendelsohn5,0005,0005,000
Alan Stewart7,2697,2697,120
Ireena Vittal
Karen Blackett

Notes
1.(1)     Each person listed beneficially owns less than 1% of Diageo’s ordinary shares. Ordinary shares held by Directors have the same voting rights as all other ordinary shares.
2.(2)     Any change in shareholding between the end of the financial year on 30 June 20222023 and the last practicable date before publication of this report, being 26 July 2022,2023, is outlined in the table above.
3.(3)     Both the shareholding requirement and shareholding at 26 July 20222023 are expressed as a percentage of base salary on 30 June 20222023 and calculated using ana three-month average share price for the year endedperiod ending 30 June 20222023 of £36.89.£35.11.
4.(4)     In addition to the number of shares reported in the table above, Ivan MenezesMenezes' estate holds 73,528169,040 vested but unexercised share options.
5.     Ivan Menezes 2021(5)     Lavanya Chandrashekar's 2022 Deferred Bonus Plan Shares (2,826 ADSs) is(1,698 ADRs) are included in histhe total share interests shown above.
6.(6)     In addition to the number of shares reported in the table above, Lavanya Chandrashekar holds 19,584 vested but unexercised share options.
7.(7)     Javier Ferrán, Ivan Menezes, Debra Crew, Lavanya Chandrashekar and Susan Kilsby have share interests in ADRs (one ADR is equivalent to four ordinary shares); the. The share interests in the table are stated as ordinary share equivalents.
8.     Karen Blackett(8)    Debra Crew joined the Board on 1 June 2022.
9. With regard to Javier Ferrán, includedDiageo in the number2020 and her first tranche of shares reportedDiageo share awards will vest in the table above are 180,000 ordinary shares which Javier Ferrán transferred to his daughters as a gift during the financial year. While his daughters are not his connected persons, he has a power of attorney to make investment decisions to buy and sell shares on behalf of his daughters.
September 2023.


201188

Governance (continued)
Relative importance of spend on pay
The graphgraphs below illustratesillustrate the relative importance of spend on pay (total remuneration of all group employees) compared with distributions to shareholders (total dividends plus the share buyback programme but excluding transaction costs), and the percentage change from the year ended 30 June 20212022 to the year ended 30 June 2022.2023. There are no other significant distributions or payments of profit or cash flow

Relative importance of spend on pay – percentage change

Distributions to shareholders
127.3%(21.5)%
deo-20220630_g108.jpg
13194139545372
Staff pay
13.2%1.9%
deo-20220630_g109.jpg
13194139545376


Chief ExecutiveCEO total remuneration and TSR performance
The graph below shows the total shareholder return for Diageo plc and the FTSE 100 Index since 30 June 20122013 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 a widely recognised performance benchmark for large companies in the United Kingdom.

deo-20220630_g110.jpgDIA024_02_Workiva_Governance-chart3.jpg

202

Governance (continued)
Ivan Menezes(1)
£'000
F14
Ivan Menezes(1)
£'000
F15
Ivan Menezes(1)
£'000
F16
Ivan Menezes(1)
£'000
F17
Ivan Menezes1
£'000
F18
Ivan Menezes(1)
£'000
F19
Ivan Menezes(1)
£'000
F20
Ivan Menezes(1)
£'000
F21
Ivan Menezes(1)
£'000
F22
Ivan Menezes(1)
£'000
F23
Debra Crew(1)
£'000
F23
Chief Executive total remuneration (includes legacy DLTIP awards)7,3123,8884,1563,3998,99511,7762,2736,0197,34310,582403
Annual incentive(2)
%44 %65 %68 %70 %61 %0.0 %94 %93.75 %37.25 %35.38 %
Share options(2)
71 %%%%60 %73 %27.5 %10.0 %61.5 %77.5 %77.5 %
Performance shares(2)
55 %33 %31 %%70 %89 %10.0 %29.3 %59.3 %98.7 %98.8 %
Paul S Walsh £'000
F13
Ivan Menezes1
£'000
F14
Ivan Menezes1
£'000
F15
Ivan Menezes1
£'000
F16
Ivan Menezes1
£'000
F17
Ivan Menezes1
£'000
F18
Ivan Menezes1
£'000
F19
Ivan Menezes1
£'000
F20
Ivan Menezes1
£'000
F21
Ivan Menezes1
£'000
F22
Chief Executive total remuneration (includes legacy LTIP awards)15,5577,3123,8884,1563,3998,99511,7762,2736,0197,881
Annual incentive2
51 %%44 %65 %68 %70 %61.0 %%93.75 %93.75 %
Share options2
100 %71 %%%%60 %73.1 %27.5 %10.0 %61.5 %
Performance shares2
95 %55 %33 %31 %%70 %89.3 %10.0 %29.3 %59.3 %
1.1)     To enable comparison, Ivan Menezes’ and Debra Crew's single total figure of remuneration has been converted into sterling using the average weighted exchange rate for the relevant financial year. The figure represented in the graph for fiscal 23 is the combined single figure total for Ivan Menezes and Debra Crew.
2.(2)     % of total maximum opportunityopportunity.

189

Governance (continued)
PayRemuneration for Directors in the context of wider workforce remunerationand CEO pay ratio
Alignment of Executive pay with the wider workforce
There is clear alignment in the approach to pay for executives and the wider workforce in the way that remuneration principles are followed, as well as the mechanics of the salary review process and incentive plan design, which are broadly consistent throughout the organisation. There is a strong focus on performance-related pay, and the performance measures under the annual incentive plan and long-term incentive plan are the same for executives and other eligible employees. The reward package for Executive Directors is consistent with that of the senior management population, however, a much higher proportion of total remuneration for the Executive Directors is linked to business performance, compared to the rest of the employee population. The Chairman also explains the Directors' remuneration policy to employees and seeks their feedback as part of the workforce engagement sessions.
The structure of theour reward package for the wider employee populationpackages is based on the principle that it should enable Diageo to attract and retain the best talent globally within our broader industry. It is driven by local market practice, as well as the level of seniority and accountability, reflecting the global nature of our business. Diageo is committed to fostering an inclusive and diverse workplace, and creating a culture where every individual can thrive. Reflective of this, pay parity and consistency of treatment for all employees are critical to the reward practices across the organisation. The reward framework is regularly reviewed to ensure employees are rewarded fairly and appropriately, in line with the business strategy, performance outcomes, competitive paid market practice and our diversity agenda.

During the year, the Chairman explained the directors' remuneration policy and alignment with wider workforce pay to employees as part of the workforce engagement sessions.

Remuneration Committee review of wider workforce pay
Each year, the Remuneration Committee has a detailed session reviewing wider workforce remuneration. In fiscal 23, the review focussed on the prior year’s annual reward cycle outcomes, including improvements made to base pay competitive positions, the level of differentiation across our reward programmes, gender pay equity analysis, how cost-of-living challenges were addressed and how we have used reward structures to attract talent in key skills areas. The all-employee reward priorities for the coming year were also reviewed by the Committee. Information on wider workforce reward is also provided as required throughout the year to enable the Committee to consider the broader employee context when making executive remuneration decisions, for example the annual salary increase budgets by country.

Supporting our employees
We continue to focus on all aspects of the wellbeing of our employees. Early in fiscal 2023, we made a one-time recognition payment of £1,000 gross (capped at 15% of local equivalent annual salary) to thank employees for their ongoing efforts and support them with the rising cost of living in many locations. Since then, the Executive Committee has continued to monitor the cost-of-living in all our geographies using a formal monitoring process and has implemented actions as required, for example off-cycle salary increases in 16 high-inflation geographies. We have also provided financial education to all employees to support them in managing their personal finances more effectively.
Other reward based initiatives include the roll out of a new recognition platform into North America and the UK, with more regions planned for fiscal 24. We have deployed global support for menopause, including a global app for employees.
We continue to innovate with market leading benefit policies that support and demonstrate our commitment to diversity and inclusion, including increasing the provision of fertility support and personal counselling. We have continued to evolve our flexible working policy, creating guidelines to empower employees and leaders to decide how, when and where they create their best work, making sure our people consider what works best for the individual's and team's success.
The renewed focus on our employee assistance programmes continued with the deployment of a global mental health online tool in November 2022. This enables employees to proactively manage their mental health and covers key topics like sleep, diet, relationships and managing stress. To date the tool has been downloaded by over 4.7k employees, which is 19% of the global population.

CEO pay ratio
In accordance with The Companies (Miscellaneous Reporting) Regulations 2018, the table on the next pagebelow sets out Diageo’s CEO pay ratios for the year ended 30 June 2022.2023. These CEO pay ratios provide a comparison of the Chief Executive’s total remuneration, comprising the sum of both Ivan Menezes and Debra Crew's total single figure of remuneration, converted into sterling, with the equivalent remuneration for the employees paid at the 25th (P25), 50th (P50) and 75th (P75) percentile of Diageo’s workforce in the United Kingdom. Also shown are the salary and total remuneration for each quartile employee.


190

Governance (continued)
YearMethod
25th25th percentile pay ratio
Median pay ratio
75th75th percentile pay ratio
20192023
Option A2(2)
265:232:1208:178:1166:137:1
2023Total pay and benefits£47,295£61,733£80,159
2023Salary£33,137£44,398£54,679
20202022 1(1)
Option A2(2)
146:1114:190:1
2021
Option A(2)
127:1100:179:1
2020
Option A(2)
50:138:131:1
20212019
Option A2(2)
127:265:1100:208:179:166:1
2022Option A2157:1122:196:1
2022Total pay and benefits£50,260 £64,627 £81,888 
2022Salary£30,765 £43,920 £52,833 
1.     2021(1)     2022 CEO pay ratios have been updated to reflect the value of the updated 20212022 single figure which incorporates long-term incentives based on the actual share price at vesting, rather than the average share price in the last three months of the financial year which had been used for the 20212022 disclosure.
2.(2)     Only people employed in the United Kingdom and with the same number of contractual working hours throughout the full 12-month period have been included in the calculation. Inclusion of employees outside of this group would require a complex simulation of full-time annual remuneration based on a number of assumptions and would not have a meaningful impact on the ratio.


203

Governance (continued)
Methodology
Consistent with the approach for Diageo’s disclosure in previous years, the methodology used to identify the employees at each quartile for 20222023 is Option A, as defined in the regulations. We believe this is the most robust and accurate approach, and is in line with shareholder expectations.
Total full-time equivalent remuneration for employees reflects all pay and benefits received by an individual in respect of the relevant year and has, other than where noted below, been calculated in line with the methodology for the ‘single figure of remuneration’ for the Chief Executive (shown on page 193 174of this report). The total remuneration calculations were based on data as at 30 June 2022.2023. Actual remuneration was converted into the full-time equivalent for the role and location by pro-rating earnings to reflect full-time contractual working hours and these figures were then ranked to identify the employees sitting at the percentiles. To ensure that the total remuneration for the selected median, 25th and 75th percentile employee is sufficiently representative of those positions, we calculated the total remuneration for a number of employees above and below each of the selected median, 25th and 75th percentile UK employees and used the median value. In light of financial performance outcomes being signed off close to the publication of the Annual Report, the Diageo Group Business Multiple –business multiple, which is applicable to the majority of UK employees, has been used to calculate all payments under the annual incentive, although some employees may receive a variation on this multiple in practice. Pension values for each employee are not calculated on an actuarial basis as for the Chief Executive, but rather as the notional cost of the company’s pension contribution during the financial year, according to the relevant section of the pension scheme for each individual. This approach allows meaningful data for a large group of people to be obtained in a more efficient way.

Points to note for the year ended 30 June 20222023
Strong business performance in the year ended 30 June 2022 is reflected in the payoutDiageo has delivered a strong set of results for fiscal 23 during a period of volatility, however payouts under the annual incentive plansplan both for Diageo’s Chief Executive and the wider UK workforce.workforce are lower than the prior two years which saw double digit growth in organic net sales and operating profit. The annual incentive plan outcome is directly linked to awards made under the Freeshares scheme, which all UK employees are eligible to participate in. The median remuneration and resulting pay ratio for 20222023 are consistent with the pay and progression policies for Diageo’s UK employees as a whole and reflect the impact of performance-related pay on total remuneration for the year. As the Chief Executive has a larger proportion of histheir total remuneration linked to business performance than other employees in the UK workforce, the ratio has increased versus last year due to a significantly higher performance outcome under the 2019 long term incentive2020 long-term incentives which vested this year, compared to the 20182019 awards which vested last year.year which has more than made up for the lower bonus outcome this year and resulted in a higher value used for the Chief Executive's remuneration. However, total remuneration for employees is reduced by the lower bonus outcome for fiscal 23 relative to fiscal 22.

Supporting our people and investing in talent
191

Our focus remains firmly on the wellbeing of our employees and in the year ended 30 June 2022, we continued to provide stability and support to our workforce. Recently, we launched our Global Wellbeing Philosophy, outlining our commitment to creating an environment where people can thrive, along with practical frameworks and tools to support our people in managing their wellbeing. In addition to local wellbeing initiatives, such as free Wellbeing Day and Mental Health capability programmes, we are designing our new office spaces with Wellbeing at the heart. For example, our new Global Headquarters in Soho, London is equipped with wellness and fitness classes and a quiet multi-faith room.
Governance (continued)
We remain committed to attracting and retaining the right talent. We carefully monitor our total remuneration levels for all roles to ensure we are paying competitively and appropriately. Our incentive plans are designed to be easily understood and reward our people for supporting the delivery of key strategic milestones. Benefits such as competitive pension schemes, the opportunity to participate in employee share-ownership schemes, a product allowance to help employees enjoy Diageo products, generous leave policies, healthcare and life insurance remain key parts of our total reward offering.
Towards the end of fiscal 22, the Diageo Executive Committee considered the impact that the volatile macro-economic environment was having on the cost of living around the world. In addition to continuing to put in place support and tools to help employees be at their best and promote positive mental, physical and financial wellbeing, it was decided to give all Diageo employees below Executive Committee level a one-time, special recognition payment of £1,000 gross (capped at 15% of local equivalent annual salary) as a thank you for their contribution and commitment through challenging times. The Executive Committee will continue to monitor the macro-economic environment and impact on employees.

Change in pay for Directors compared to wider workforce
The table below shows the percentage change in Directors’ remuneration and average remuneration of employees on an annual basis. Given the small size of Diageo plc’s workforce, data for all employees of the group has also been included.

204

Governance (continued)
Year-on-year change in pay for Directors compared to the global average employee
202220212020
SalaryBonusBenefitsSalaryBonusBenefitsSalaryBonusBenefits
Plc employee average1
11.1 %25.8 %10.5 %5.1 %N/A38.8 %7.5 %(100)%9.0 %
Average global employee2
6.4 %38.4 %11.7 %0.0 %278.8 %12.6 %5.3 %(68)%6.9 %
Executive Directors3
Ivan Menezes8
2.3 %4.4 59.5 %0.7 %
N/A5
(10.7)%2.7 %(100)%0.8 %
Lavanya Chandrashekar
N/A5
N/A5
N/A5
N/A5
N/A5
N/AN/AN/AN/A
Non-Executive Directors4
Melissa Bethell2.3  16.0 N/A5     
Valérie Chapoulaud-Floquet6
   N/A5     
Javier Ferrán (Chairman)8.3 % 28.8 %0.0 %— 0.0 %0.0 %— 0.0 %
Susan Kilsby7
3.8 % 300.0 %9.6 %— (87.7)%37.3 %— 68.9 %
Sir John Manzoni6
   — — — — — — 
Lady Mendelsohn2.3 % 0.0 %3.2 %— 0.0 %3.3 %— 0.0 %
Alan Stewart4.7 % 0.0 %2.4 %— 0.0 %2.5 %— 0.0 %
Ireena Vittal6   — — — — — — 
Karen BlackettN/A5 N/A5— — — — — — 
2023202220212020
SalaryBonusBenefitsSalaryBonusBenefitsSalaryBonusBenefitsSalaryBonusBenefits
Plc employee average(1)
9.0 %(61.3 %)(7.2 %)11.1 %25.8 %10.5 %5.1 %
N/A(5)
38.8 %7.5 %(100.0 %)9.0 %
Average global employee(2)
12.9 %(41.6 %)17.0 %6.4 %38.4 %11.7 %— 278.8 %12.6 %5.3 %(67.8)6.9 %
Executive Directors(3)
Ivan Menezes(6)
   2.3 %4.4 %59.5 %0.7 %
N/A(5)
-10.7 %2.7 %-100.0 %0.8 %
Debra Crew(5)
N/A(5)
N/A(5)
N/A(5)
N/A(5)
N/A(5)
N/A(5)
N/A(5)
N/A(5)
N/A(5)
N/A(5)
N/A(5)
N/A(5)
Lavanya Chandrashekar2.3 %(58.8 %)(89.4 %)
N/A(5)
N/A(5)
N/A(5)
N/A(5)
N/A(5)
N/A(5)
N/A(5)
N/A(5)
N/A(5)
Non-Executive Directors(4)
Melissa Bethell (7)
3.0 % 10.1 %2.3 %— 16.0 %
N/A(5)
— — — — — 
Karen Blackett (5)
N/A(5)
 
N/A(5)
N/A(5)
— 
N/A(5)
— — — — — — 
Valérie Chapoulaud-Floquet (7)
3.0 % 108.5 %— — — 
N/A(5)
— — — — — 
Javier Ferrán (Chairman)2.3 % (22.4 %)8.3 %— 28.8 %0.0 %— 0.0 %0.0 %— 0.0 %
Susan Kilsby (7)
2.6 % 125.7 %3.8 %— 300.0 %9.6 %— (87.7 %)37.3 %— 68.9 %
Sir John Manzoni (7)
3.0 % 20.0 %— — — — — — — — — 
Lady Mendelsohn3.0 % 0.0 %2.3 %— 0.0 %3.2 %— 0.0 %3.3 %— 0.0 %
Alan Stewart3.2 % 0.0 %4.7 %— 0.0 %2.4 %— 0.0 %2.5 %— 0.0 %
Ireena Vittal (7)
3.0 % 734.0 %— — — — — 0.0 %— — 0.0 %

1.(1) Around 5060 UK-based employees are employed by Diageo plc. Their remuneration has been calculated in line with the approach used for the CEO pay-ratio calculation and the average year-on-year change has been reported. Only those employed during the full financial year have been included in calculations.
2.(2) Calculated by dividing staff cost related to salaries, bonus and benefits by the average number of employees on a full-time equivalent basis, as disclosed in note 3c to the financial statementstatements under staff costs and average number of employees on page 233,211, but reduced to account for the inclusion of Executive Directors in reported figures. The salary, bonus and benefits cost data used for calculation are subsets of the Wages and salaries figure disclosed in this note. The salary data used for this calculation has been adjusted to exclude costs related to severance payments which are included in staff costs, and last year’s disclosure has been updated in line with this for consistency. In line with the approach for Directors, the bonus values used for the calculation reflect the bonus earned in relation to performance during the relevant financial year.
3.(3) Calculated using the data from the single figure table in the annual report on remuneration (page 193)174) in US dollars, as bothreflecting payment currency for Ivan Menezes, Debra Crew and Lavanya Chandrashekar are paid in this currency.Chandrashekar.
4.(4) Calculated using the fees and taxable benefits disclosed under non-executive directors’Non-Executive Directors’ remuneration in the table on the next page.page 192. Taxable benefits for non-executive directorsNon-Executive Directors comprise a product allowance as well as expense reimbursements relating to attendance at Board meetings, which may be variable year-on-year. In the year ended 30 June 2021, no travel expenses were incurred as travel was restricted as a result of the pandemic.vary year-on-yea
5.(5) N/A refers to a nil value in the previous year or an incomplete prior year, meaning that the year-on-year change cannot be calculated.
6. No(6) The year-on-year percentage change in pay has been reported for Valérie Chapoulaud-Floquet, Sir John Manzoni and Ireena VittalIvan Menezes for 2023 is not included as there is no comparable remuneration datawe are not reporting full year values for the year ended 30 June 2021 as they joined the Board mid F21.2023.
7.(7) The percentage increase in benefits for Susan Kilsby reflects an increase travel expenses.
8. The percentage increasevalue in benefits for Ivan Menezes reflectsfiscal 23 relates to an increase in tax support services.travel expenses due to more in-person meetings taking place in fiscal 23.

Payments to former Directors
A payment was madeThere were no payments to Kathryn Mikells at the start offormer Directors in the year ended 30 June 2022 as described below. These details were previously disclosed in the 2021 Directors' remuneration report.2023.

Payments for loss of office
As reported last year, Kathryn Mikells left the company on 30 June 2021. In accordance with the approved 2020 remuneration policy and her service contract which provided for a 12-month notice period, Kathryn Mikells received halfDetails of the payment in lieu of the remainder of her notice period (six months and twelve days) in July 2021 in respect ofSir Ivan Menezes' salary, benefits and pension ($362,174). No further payments were made as a resultbonus payable up to and including the date of Kathryn Mikells taking up alternativehis death, which was also his last day of employment (announced(6 June 2023) are set out in the single total figure table on 19 July 2021). 201Thepage 174. The time pro-rated bonus is based on full year performance and is payable at the normal time entirely in cash, the Committee alsohaving exercised its discretion to waive the one-third payment in deferred shares. Sir Ivan’s deferred bonus shares from fiscal 21 and fiscal 22 vested on the date of death in accordance with the plan rules and the remuneration policy, to prorate to the leaving date allrules.
Sir Ivan’s unvested long-term incentive awards granted in 2020, 2021 and 2022 vested early on 2 August 2023 in accordance with the treatment under the plan rules on death-in-service, subject to an assessment against the performance measures and time pro-rating. The Committee exercised its discretion under the policy to slightly extend the time pro-rating from 6 to 30 June 2023 on compassionate grounds to reflect the full fiscal 23 year. The 2020 award vested based on actual performance measured over the full three-year period to 30 June 2023 as disclosed on pages 178 and 180. The 2021 and 2022 awards vested subject to an assessment by the Committee against the performance measures as at 30 June 2023. Sir Ivan was originally awarded 36,675 PSP and 36,675 SESOP options in 2021 which were each time pro-rated to 24,427 awards. In SeptemberThe 2021 PSP award vested at 81.2% and the 2021 SESOP award vested at 10.0%. The 2022 Kathryn's 2019 performance sharesawards (33,845 PSP awards and share options are due33,845 SESOP awards) were each time pro-rated to vest11,271 awards and vested at 59.3%48.0% (PSP) and 61.5% respectively with a0.0% (SESOP). The total estimatedvesting value of $2.16m. Thesethe 2021 and 2022 awards remain subjectwas $3,693k and $987k respectively, calculated based on the average Diageo ADR share price over the three months from 1 April 2023 to a subsequent30 June 2023 of $178.52. The Committee has chosen not to disclose the detail of performance relative to the targets set for each performance measure for the 2021 and 2022 awards, measured over the shortened period, on the basis that the information is regarded as commercially sensitive. SESOP options will be
192

Governance (continued)
exercisable for 24 months from the date of death (already vested options) and the date of vesting (options vesting early on 2 August 2023), the Committee having exercised discretion to extend from 12 months to give the estate sufficient time to exercise the options. The two-year post-vesting holding period. Theperiods will not apply and the post-employment shareholding requirement policy appliesfalls away.
Sir Ivan’s 2006 employment contract provided for lifetime medical cover for Sir Ivan and his spouse on a period of two years post-exit, requiring Kathryn to hold Diageo shares equal to 400% of salary until 30 June 2022 and 200% of salary until 30 June 2023.s 204-205In linecost sharing basis with internal policies and the remuneration policy,company. The lifetime medical cover will continue for Sir Ivan’s surviving spouse, the company supported Kathryn Mikells with the cost of her repatriation backwhich for the first year is $12,381, based on 2023 rates. The company will continue to the United States. Thisprovide tax support amounted to a grossed up value of £200,000. Further costs included shipping costs of £23,507, £7,640 in flights and £12,000 of legal support. Kathryn Mikells will also be provided with tax return preparation support for a period of up to three years following her departure (up to a maximum costannual amount of £15,000 per annum).£28,000 (excl. VAT) for fees incurred in connection with UK and US tax return submissions up to and including the 2023 US tax return and the 2023/24 UK tax return, which are the final returns required to be submitted on behalf of Sir Ivan before tax filings become a matter for his estate. Upon death-in-service, a life assurance benefit of $3 million became payable by the insurance provider and Sir Ivan’s pension benefits will be treated in accordance with the terms of the relevant pension plans.





205193

Governance (continued)
Non-Executive Directors

Fee policy
Javier Ferrán’s fee as non-executive Chairman was increased by 3% from £600,000£650,000 per annum to £650,000£670,000 on 1 July 2021. This was a planned increase for 1 January 2020 that was deferred, at the Chairman’s request, due to the Covid-19 pandemic. There had been no prior increase since his appointment on 1 January 2017.October 2022. The Chairman’s fee is appropriately positioned against our comparator group of FTSE 30 companies excluding financial services. The Executive Directors and the Chairman also approved an increase in the base fee for non-executive directorsNon-Executive Directors of 3% (from £98,000£101,000 to £101,000) and an increase in the Audit and Remuneration Committee Chair fees from £30,000 to £35,000,£104,000), effective 1 October 2021.2022.

January 2022January 2021
Per annum fees£'000£'000
Chairman of the Board650600
Non-Executive Directors


Base fee10198
Senior Non-Executive Director3030
Chairman of the Audit Committee3530
Chairman of the Remuneration Committee3530

January 2023January 2022
Per annum fees£'000£'000
Chairman of the Board670650
Non-Executive Directors


Base fee104101
Senior Non-Executive Director3030
Chairman of the Audit Committee3535
Chairman of the Remuneration Committee3535

remuneration for Non-Executive Directors’ remuneration for the year ended 30 June 20222023


Fees £'000
Taxable benefits1 £'000
Total £'0004

202220212022202120222021
Chairman






Javier Ferrán2    
65060021652601
Non-Executive Directors






Susan Kilsby16415851169159
Melissa Bethell100 981110299
Valérie Chapoulaud-Floquet100495110550
Sir John Manzoni100741110275
Lady Mendelsohn100981110299
Alan Stewart13412811135129
Ireena Vittal100731110274
Karen Blackett3
8n/an/a9n/a
Fees £'000
Taxable benefits £'000(1)
Total £'000(4)
202320222023202220232022
Chairman
Javier Ferrán(2)
66565012666652
Non-Executive Directors
Melissa Bethell10310021105102
Karen Blackett(3)
103 811049
Valérie Chapoulaud-Floquet103100105113105
Susan Kilsby168164115179169
Sir John Manzoni10310021105102
Lady Mendelsohn10310011104102
Alan Stewart13813411139135
Ireena Vittal103100101113102
1.(1)    Taxable benefits include a product allowance and expense reimbursements relating to travel, accommodation and subsistence in connection with attendance at Board meetings during the year, which are deemed by HMRC to be taxable in the United Kingdom. The amounts in the single total figure of total remuneration table above include any tax gross-ups on the benefits provided by the company on behalf of the Directors. Non-taxable expense reimbursements have not been included in the single figure of remuneration table above.
2.(2)     £100,000 of Javier Ferrán’s net remuneration in the year ended 30 June 20222023 was used for the monthly purchase of Diageo ordinary shares, which mustwill be retained until he retires from the company or ceases to be a Director for any other reason.
3.(3)     Karen Blackett was appointed to the Board on 1 June 2022.
4.(4)     Some figures add up to slightly different totals due to rounding.


206
194

Governance (continued)
Looking ahead to 20232024

Salary increases and pension reductions for the year ending 30 June 20232024

In May 2022, theThe Remuneration Committee reviewed base salaries for senior managementExecutive Committee members and agreed the following increasesincrease for the Chief Executive and Chief Financial Officer, effective 1 October 2022.2023.
On 1 January 2023, Ivan Menezes pension contributionDebra Crew's salary for the CEO role became effective when she was appointed as interim CEO on 5 June 2023. Her next salary review will reduce from 20% of base salary to 14%be in line with the wider workforce.October 2024.

Ivan MenezesLavanya Chandrashekar
Salary at 1 October ('000)2022202120222021
Base salary$1,763$1,711$1,004$975
% increase (over previous year)3 %%3 %— 

Debra CrewLavanya Chandrashekar
Salary at 1 October ('000)2023202220232022
Base salary$1,750n/a$1,044$1,004
% increase (over previous year)n/an/a4 %

Annual incentive design for the year ending
30 June 20232024
The measures and targets for the annual incentive plan are reviewed annually by the Remuneration Committee and are carefully chosen to drive financial and individual business performance goals related to the company’s short-term strategic operational objectives. The plan design for Executive Directors infor the year ending 30 June 20232024 will comprise the following performance measures and weightings (no change from last year), with targets set for the full financial year:
net sales (% growth) (26.67% weighting): a key performance measure of year-on-year top line growth;
operating profit (% growth) (26.67% weighting): stretching profit targets drive operational efficiency and influence the level of returns that can be delivered to shareholders through increases in share price and dividend income not including exceptional items or exchange;
operating cash conversion (26.67% weighting): ensures focus on efficient cash delivery by the end of the year; and
individual business objectives (20% weighting): measurable deliverables that are specific to the individual and are focussed on supporting the delivery of key strategic objectives.

The Committee has discretion to adjust the payout to reflect underlying business performance and any other relevant factors.
Details of the targets for the year ending 30 June 20232024 will be disclosed retrospectively in next year’s annual report on remuneration, by which time they will no longer be deemed commercially sensitive by the Board.
The annual incentive opportunity for Executive Directors will remain consistent with prior years, equal to 100% of base salary at target, with a maximum opportunity of 200% of base salary.
Long-term incentive awards to be made in the year ending 30 June 20232024
The long-term incentive plan measures are reviewed annually by the Remuneration Committee and are selected to reward long-term consistent performance in line with Diageo’s business strategy and to create alignment with the delivery of value for shareholders. The Committee has ensured that the incentive structure for senior management does not raise environmental, social and governance risks by inadvertently motivating irresponsible behaviour. As per last year, DLTIP awards to be made in September 20222023 will comprise awards of both performance shares and share options, based on stretching targets against the key performance measures as outlined in the table below,on page 195, assessed over a three-year performance period. The relative total shareholder return measure is based on the same constituent group and vesting schedule as outlined on page pag196.e 179.
The performance share element of the DLTIP applies to the Executive Committee and the top level of senior leaders across the organisation worldwide, whilst the share option element is applicable to a much smaller population comprising only members of the Executive Committee. One market price performance-based option is valued at one-third of a performance share.
The ESG measure comprisesmeasures in the DLTIP comprise four goals reflecting the 'Society‘Society 2030: Spirit of Progress'Progress‘ strategy, to make a positive impact on the environment and society. Each goal is weighted equally:
reduction in greenhouse gas emissions;emissions in our direct operations (scope 1&2);
improvement in the water efficiency;efficiency index;
number of people who confirmedconfirm changed attitudes to the dangers of underage drinking after participating in a Diageo supportedDiageo-supported education programme; and
inclusion and diversity metric (one measure on %(percentage of female leaders globally and another measure on %percentage of ethnically diverse leaders globally).
From fiscal 24, the water efficiency KPI under the 'Society 2023: Spirit of Progress' goals will use an index approach which links directly to the underlying water efficiency of the two production pillars of distillation and brewing & packaging. This methodology is described further on page 79 and the water efficiency component of the 2023 DLTIP awards reflects the updated 'Society 2030: Spirit of Progress' KPI.

Awards are calculated on the basis of a six-month average share price for the period ending 30 June 2022.2023.
It is intended that a DLTIP award to the equivalent of 500% of base salary will be made to Ivan MenezesDebra Crew in September 2022,2023, comprising 375% of salary in performance shares and the equivalent of 125% of salary in market price performance-based share
195

Governance (continued)
options. It is intended that a DLTIP award to the equivalent of 480% of salary will be made to Lavanya Chandrashekar in September 2022,2023, comprising 360% of salary in performance shares and the equivalent of 120% of salary in market price share options. In performance share equivalents;equivalents, one market price option is valued at one-third of a performance share.


207

Governance (continued)
The table below summarises the annual DLTIP awards to Ivan MenezesDebra Crew and Lavanya Chandrashekar to be made in September 2022.2023.
Grant value (% salary)Chief ExecutiveChief Financial Officer
Performance share equivalents (1 share: 3 options)
Performance shares375 %360 %
Share options125 %120 %
Total500 %480 %


Performance conditions for long-term incentive awards to be made in the year ending 30 June 20232024
Performance sharesShare options
Organic profit before exceptional items and tax (CAGR)Environmental, social & governance (ESG)
Organic net sales (CAGR)
Greenhouse gas reduction1
Water efficiencyPositive drinking% Female leaders% Ethnically diverse leadersVesting scheduleRelative Total Shareholder ReturnCumulative free cash flow (£m)Vesting schedule
Weighting (% total)40 %40 %%%%2.5 %2.5 %100 %50.0 %50.0 %100 %
Maximum8.5 %12.0 %17.6 %12.1 %4.0m47 %44 %100 %3rd and above£9,450100 %
Midpoint6.5 %8.5 %14.2 %9.2 %3.3m46 %43 %60 %— £8,55060 %
Threshold4.5 %5.0 %10.7 %6.3 %2.6m45 %42 %20 %9th and above£7,65020 %
Performance sharesShare options
Organic profit before exceptional items and tax (CAGR)Environmental, social & governance (ESG)
Organic net sales (CAGR)Greenhouse gas reduction
Water efficiency index (1)
Positive drinking% Female leaders% Ethnically diverse leadersVesting scheduleRelative Total Shareholder Return
Cumulative free cash flow ($m) (2)
Vesting schedule
Weighting (% total)40 %40 %%%%2.5 %2.5 %50.0 %50.0 %
Maximum8.0 %11.5 %25.9 %8.3 %4.2m49 %46 %100 %3rd and above$12,600100 %
Midpoint6.0 %8.0 %21.9 %6.0 %3.5m48 %45 %60 %— $11,00060 %
Threshold4.0 %4.5 %17.9 %3.7 %2.8m47 %44 %20 %9th and above$9,40020 %

1.(1Further context for)     For more information on the 2022 long-term incentive greenhouse gas reductionwater efficiency index, see pages 193 and 100.
(2)     The cumulative free cash flow targets is set outare shown in USD following the change in functional currency from GBP to USD from fiscal 24. More details on this can be found on page 45.41.
208196

Governance (continued)
Additional information

Emoluments and share interests of senior management
The total emoluments for the year ended 30 June 2022 of the Executive Directors and the Executive Committee members (together, the senior management) of Diageo comprising base salary, annual incentive plan, share incentive plan, termination payments and other benefits were £23.9 million (2021 – £24.9 million).
The aggregate amount of gains made by the senior management from the exercise of share options and from the vesting of awards during the year was £19.1 million. In addition, they were granted 718,092 performance-based share options under the Diageo Long-Term Incentive Plan (DLTIP) during the year at a weighted average share price of 3,609 pence, exercisable by 2031. In addition, they were granted 435 options over ordinary shares under the UK savings-related share options scheme (SAYE). They were also awarded 680,438 performance shares under the DLTIP in September 2021, which will vest in three years subject to the relevant performance conditions. A further award of 142,977 restricted shares subject to performance, and 127,867 restricted shares not subject to performance were also granted during the year.
Senior management options over ordinary shares
At 26 July 2022, the senior management had an aggregate beneficial interest in 1,842,518 ordinary shares in the company and in the following options over ordinary shares in the company:
Number of optionsWeighted average exercise price (£)Exercise period
Ivan Menezes549,04430.672020-2031
Lavanya Chandrashekar99,82433.732021-2031
Other1
1,349,93530.142015-2031
1.     Other members of the Executive Committee

Key management personnel related party transactions
Key management personnel of the group comprises the Executive and Non-Executive Directors, the members of the Executive Committee and the Company Secretary.

Diageo plc has granted rolling indemnities to the Directors and the Company Secretary, uncapped in amount, in relation to certain losses and liabilities which they may incur in the course of acting as Directors or Company Secretary (as applicable) of Diageo plc or of one or more of its subsidiaries. These indemnities continue to be in place at 30 June 2022.2023.

Other than disclosed in this report, no Director had any interest, beneficial or non-beneficial, in the share capital of the company. Save as disclosed above, no Director has or has had any interest in any transaction which is or was unusual in its nature, or which is or was significant to the business of the group and which was effected by any member of the group during the financial year, or which having been effected during an earlier financial year, remains in any respect outstanding or unperformed. There have been no material transactions during the last three years to which any Director or officer, or 3% or greater shareholder, or any spouse or dependent thereof, was a party. There is no significant outstanding indebtedness to the company from any Directors or officer or 3% or greater shareholder.

Statutory and audit requirements
This report was approved by a duly authorised Committee of the Board of Directors and was signed on its behalf on 2731 July 20222023 by Susan Kilsby who is Chair of the Remuneration Committee.

The Board has followed the principles of good governance as set out in the UK Corporate Governance Code and complied with the regulations contained in the Schedule 8 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, the Listing Rules of the Financial Conduct Authority and the relevant schedules of the Companies Act 2006.

The Companies Act 2006 and the Listing Rules require the company’s auditor to report on the audited information in their report and to state that this section has been properly prepared in accordance with these regulations.

The Directors'annual remuneration report (excluding the policy) is subject to shareholder approvalan advisory vote by shareholders at the AGM on 6 October 2022; terms28 September 2023. The Directors' remuneration policy is subject to a binding vote by shareholders at the AGM on 28 September 2023 Terms defined in this Directors' remuneration report are used solely herein.
209197

Governance (continued)
Directors’ report

The Directors present the Directors’ report for the year ended 30 June 2022.2023.

Company status
Diageo plc is a public limited liability company incorporated in England and Wales with registered number 23307 and registered office and principal place of business at 16 Great Marlborough Street, London W1F 7HS, United Kingdom. It is the ultimate holding company of the group, a full list of whose subsidiaries, partnerships, associates, joint ventures and joint arrangements is set out in Notenote 10 to the financial statements set out on pages 200-204224-229 of the UK Annual Report.

Directors
The Directors of the company who currently serve are shown in the section ‘Board of Directors’ on pages 145-146
and 147127-130 in accordance with the UK Corporate Governance Code, all the Directors will retire by rotation at the AGM and offer themselves for re-election. Further details of Directors’ contracts, remuneration and their interests in the shares of the company at 30 June 20222023 are given in the Directors’ remuneration report. The Directors’ powers are determined by UK legislation and Diageo’s articles of association. The Directors may exercise all the company’s powers provided that Diageo’s articles of association or applicable legislation do not stipulate that any powers must be exercised by the members.

Auditor
The auditor, PricewaterhouseCoopers LLP, is willing to continue in office and a resolution for its re-appointment as auditor of the company will be submitted to the AGM.

Disclosure of information to the auditor
In accordance with sectionSection 418 of the Companies Act 2006, the Directors who held office at the date of approval of this Directors’ report confirm that, so far as they are each aware, there is no relevant audit information of which the company’s auditor is unaware; and each Director has taken all reasonable steps to ascertain any relevant audit information and to ensure that the company’s auditor is aware of that information.

Corporate governance statement
The corporate governance statement, prepared in accordance with rule 7.2 of the Financial Conduct Authority’s Disclosure Guidance and Transparency Rules, comprises the following sections of the Annual Report: the ‘Corporate governance report’, the ‘Audit Committee report’ and the ‘Additional information for shareholders’.

Significant agreements – change of control
The following significant agreements contain certain termination and other rights for Diageo’s counterparties upon a change of control of the company. Under the partners agreement governing the company’s 34% investment in Moët Hennessy SAS (MH) and Moët Hennessy International SAS (MHI), if a Competitor (as defined therein) directly or indirectly takes control of the company (which, for these purposes, would occur if such Competitor acquired more than 34% of the voting rights or equity interests in the company), LVMH Moët Hennessy – Louis Vuitton SA (LVMH) may require the company to sell its interests in MH and MHI to LVMH.
The master agreement governing the operation of the group’s market-level distribution joint ventures with LVMH states that if any person acquires interests and rights in the company resulting in a Control Event (as defined) occurring in respect of the company, LVMH may within 12 months of the Control Event either appoint and remove the chairman of each joint venture entity governed by such master agreement, who shall be given a casting vote, or require each distribution joint venture entity to be wound up. Control Event for these purposes is defined as the acquisition by any person of more than 30% of the outstanding voting rights or equity interests in the company, provided that no other person or entity (or group of affiliated persons or entities) holds directly or indirectly more than 30% of the voting rights in the company.




210198

Governance (continued)
Related party transactions
Transactions with related parties are disclosed in note 21 to the consolidated financial statements.

Major shareholders
At 30 June 2022,2023, the following substantial interests (3% or more) in the company’s ordinary share capital (voting securities) had been notified to the company:
ShareholderNumber of ordinary sharesPercentage
of issued ordinary share (excluding treasury shares)
Date of notification of interest
BlackRock Investment Management (UK) Limited (indirect holding)147,296,9285.89 %3 December 2009
Capital Research and Management Company (indirect holding)124,653,0964.99 %28 April 2009
Massachusetts Financial Services Company (indirect holding)114,036,6464.95 %1 June 2022
(i) 1.On 13 February 2022,2023, BlackRock Inc. filed an Amendment to Schedule 13G with the SEC in respect of the calendar year ended 31 December 2010, reporting that, as of December 31, 2021, 173,739,0882022, 190,024,658 ordinary shares representing 7.5%8.4% of the issued ordinary share capital were beneficially owned by BlackRock Inc. and its subsidiaries (including BlackRock Investment Management (UK) Limited).
(ii) 2.On 28 February 2022,2023, Massachusetts Financial Services Company filed an Amendment to Schedule 13G with the SEC in respect of the calendar year ended 31 December 2018, reporting that, as of December 31, 2021, 142,776,3692022, 118,813,187 ordinary shares representing 6.1%5.2% of the issued ordinary share capital were beneficially owned by Massachusetts Financial Services Company.

The company has not been notified of any other substantial interests in its securities since 30 June 2022.2023. The company’s 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 a subsequent date result in a change of control of the company.

As at the close of business on 2926 July 2022, 321,284,9152023, 324,354,320 ordinary shares, including those held through American Depositary Shares ("ADSs")(ADSs), were held by approximately 2,6802,678 holders (including American Depositary Receipt ("ADR")(ADR) holders) with registered addresses in the United States, representing approximately 12.68%14.43% of the outstanding ordinary shares (excluding treasury shares). At such date, 80,253,31381,014,846 ADSs were held by 2,2622,224 registered ADR holders. Since certain of such ordinary shares and ADSs are held by nominees or former GrandMetGrand Metropolitan PLC or Guinness Group PLCplc ADR holders who have not re-registered their ADSs, the number of holders may not be representative of the number of beneficial owners in the United States or the ordinary shares held by them.

Employment policies
A key strategic imperative of the company is to attract, retain and grow a pool of diverse, talented employees. Diageo recognises that a diversity of skills and experiences in its workplace and communities will provide a competitive advantage. To enable this, the company has various global employment policies and standards, covering such issues as resourcing, data protection, human rights, dignity at work, health, safety and wellbeing. These policies and standards seek to ensure that the company treats current or prospective employees justly, solely according to their abilities to meet the requirements and standards of their role and in a fair and consistent way. This includes giving full and fair consideration to applications from prospective employees who are disabled, having regard to their aptitudes and abilities, and not discriminating against employees under any circumstances (including in relation to applications, training, career development and promotion) on the grounds of any disability. In the event that an employee, worker or contractor becomes disabled in the course of their employment or engagement, Diageo aims to ensure that reasonable steps are taken to accommodate their disability by making reasonable adjustments to their existing employment or engagement.

Trading market for shares
Diageo plc ordinary shares are listed on the London Stock Exchange (LSE) and on the Dublin Euronext and Paris Euronext Exchanges.. Diageo ADSs, representing four Diageo ordinary shares each, are listed on the New York Stock Exchange (NYSE). Diageo plc completed the voluntary delisting of its shares from the Dublin Euronext and Paris Euronext Exchanges by 30 May 2023. The principal trading market for the ordinary shares is the LSE. Diageo shares are traded on the LSE’s electronic order book. Orders placed on the order book are displayed on-screen through a central electronic system and trades are automatically executed, in price and then time priority, when orders match with corresponding buy or sell orders. Only member firms of the LSE, or the LSE itself if requested by the member firm, can enter or delete orders on behalf of clients or on their own account. All orders are anonymous. Although use of the order book is not mandatory, all trades, whether or not executed through the order book and regardless of size, must be reported within three minutes of execution, but may be eligible for deferred publication.
The Markets in Financial Instruments Directive (MiFID) allows for delayed publication of large trades with a sliding scale requirement based on qualifying minimum thresholds for the amount of consideration to be paid/the proportion of average daily turnover (ADT) of a stock represented by a trade. Provided that a trade/consideration equals or exceeds the qualifying minimum size, it will be eligible for deferred publication ranging from 60 minutes from time of trade to three trading days after time of trade. Fluctuations in the exchange rate between sterling and the US dollar will affect the US dollar equivalent of the sterling price of the ordinary shares on the LSE and, as a result, will affect the market price of the ADSs on the NYSE. In addition, such fluctuations will
199

Governance (continued)
affect the US dollar amounts received by holders of ADSs on conversion of cash dividends paid in pounds sterling on the underlying ordinary shares.
211

Governance (continued)

American depositary shares

Fees and charges payable by ADR holders
Citibank N.A. serves as the depositary (Depositary) for Diageo’s ADS programme. Pursuant to the deposit agreement dated 14 February 2013 between Diageo, the Depositary and owners and holders of ADSs (the Deposit Agreement), ADR holders may be required to pay various fees to the Depositary, and the Depositary may refuse to provide any service for which a fee is assessed until the applicable fee has been paid. In particular, the Depositary, under the terms of the Deposit Agreement, shall charge a fee of up to $5.00 per 100 ADSs (or fraction thereof) relating to the issuance of ADSs; delivery of deposited securities against surrender of ADSs; distribution of cash dividends or other cash distributions (i.e. sale of rights and other entitlements); distribution of ADSs pursuant to stock dividends or other free stock distributions, or exercise of rights to purchase additional ADSs; distribution of securities other than ADSs or rights to purchase additional ADSs (i.e. spin-off shares); and depositary services. Citibank N.A. is located at 388 Greenwich Street, New York, New York, 10013, United States. In addition, ADR holders may be required under the Deposit Agreement to pay the Depositary (a) taxes (including applicable interest and penalties) and other governmental charges; (b) registration fees; (c) certain cable, telex, and facsimile transmission and delivery expenses; (d) the expenses and charges incurred by the Depositary in the conversion of foreign currency; (e) such fees and expenses as are incurred by the Depositary in connection with compliance with exchange control regulations and other regulatory requirements; and (f) the fees and expenses incurred by the Depositary, the custodian, or any nominee in connection with the servicing or delivery of ADSs. The Depositary may (a) withhold dividends or other distributions or sell any or all of the shares underlying the ADSs in order to satisfy any tax or governmental charge and (b) deduct from any cash distribution the applicable fees and charges of, and expenses incurred by, the Depositary and any taxes, duties or other governmental charges on account.

Direct and indirect payments by the Depositary
The Depositary reimburses Diageo for certain expenses it incurs in connection with the ADR programme, subject to a ceiling set out in the Deposit Agreement pursuant to which the Depositary provides services to Diageo. The Depositary has also agreed to waive certain standard fees associated with the administration of the programme. Under the contractual arrangements with the Depositary, Diageo has received approximately $2.3$2.6 million arising out of fees charged in respect of dividends paid during the year and a fixed contribution to the company’s ADR programme costs. These payments are received for expenses associated with non-deal road shows, third partythird-party investor relations consultant fees and expenses, Diageo’s cost for administration of the ADR programme not absorbed by the Depositary and related activities (e.g. expenses associated with the AGM), travel expenses to attend training and seminars, exchange listing fees, legal fees, auditing fees and expenses, the SEC filing fees, expenses related to Diageo’s compliance with US securities law and regulations (including, without limitation, the Sarbanes-Oxley Act) and other expenses incurred by Diageo in relation to the ADR programme.

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 Diageo’s articles of association (as adopted by special resolution at the Annual General Meeting on 28 September 2020) and applicable English law concerning companies (the Companies Acts), in each case as at 2726 July 2022.2023. This summary is qualified in its entirety by reference to the Companies Acts and Diageo’s articles of association. Investors can obtain copies of Diageo’s articles of association by contacting the Company Secretary at the.cosec@diageo.com. 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
Diageo’s articles of association provide for a board of directors, consisting (unless otherwise determined by an ordinary resolution of shareholders) of not fewer than three directors and not more than 25 directors, in which all powers to manage the business and affairs of Diageo are vested. Directors may be elected by the members in a general meeting or appointed by the Board. At each annual general meeting, all the directors shall retire from office and may offer themselves for re-election by members. 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 rights
Voting on any resolution at any general meeting of the company is by a show of hands unless a poll is duly demanded. On a show of hands,
(a) every shareholder who is present in person at a general meeting, and every proxy appointed by any one shareholder and present at a general meeting, has/have one vote regardless of the number of shares held by the shareholder (or, subject to (b), represented by the proxy), and
200


(b) every proxy present at a general meeting who has been appointed by more than one shareholder has one vote regardless of the number of shareholders who have appointed himhim/her or the number of shares held by those shareholders, unless hehe/she has been instructed to vote for a resolution by one or more shareholders and to vote against the resolution by one or more shareholders, in which case hehe/she has one vote for and one vote against the resolution.
212

Governance (continued)
On a poll, every shareholder who is present in person or by proxy has one vote for every share held by that shareholder, but a shareholder or proxy entitled to more than one vote need not cast all hishis/her 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 a right 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.
Diageo’s 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 Diageo’s articles of association, resolutions relating to the disapplication of pre-emption rights, and resolutions modifying the rights of any class of Diageo’s shares at a meeting of the holders of such class.
An ordinary resolution requires the affirmative vote of a simple majority of the votes cast by those entitled to vote at a meeting at which there is a quorum 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 a meeting at which there is a quorum in order to be passed. The necessary quorum for a meeting of Diageo is a minimum of two shareholders present in person or by proxy and entitled to vote.

A shareholder is not entitled to vote at any general meeting or class meeting in respect of any share held by them if they have been served with a restriction notice (as defined in Diageo’s articles of association) after failure to provide Diageo with information concerning interests in those shares required to be provided under the Companies Acts.

Pre-emption rights and new issues of shares
While holders of ordinary shares have no pre-emptive rights under Diageo’s articles of association, the ability of the Directors to cause Diageo to issue shares, securities convertible into shares or rights to shares, otherwise than pursuant to an employee share scheme, is restricted. Under the Companies Acts, the directors of a company are, with certain exceptions, unable to allot any equity securities without express authorisation, which may be contained in a company’s articles of association or given by its shareholders in a general meeting, but which in either event cannot last for more than five years. Under the Companies Acts, Diageo may also not allot shares for cash (otherwise than pursuant to an employee share scheme) without first making an offer to existing shareholders to allot such shares to them on the same or more favourable terms in proportion to their respective shareholdings, unless this requirement is waived by a special resolution of the shareholders.

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, if not so held, must be cancelled immediately upon completion of the purchase, thereby reducing the amount of Diageo’s issued share capital.

Restrictions on transfers of shares
The Board may decline to register a transfer of a certificated Diageo share unless the instrument of transfer (a) is duly stamped or certified or otherwise shown to the satisfaction of the Board to be exempt from stamp duty, and is accompanied by the relevant share certificate and such other evidence of the right to transfer as the Board may reasonably require, (b) is in respect of only one class of share and (c) if to joint transferees, is in favour of not more than four such transferees. Registration of a transfer of an uncertificated share may be refused in the circumstances set out in the uncertificated securities rules (as defined in Diageo’s articles of association) and where, in the case of a transfer to joint holders, the number of joint holders to whom the uncertificated share is to be transferred exceeds four.
The Board may decline to register a transfer of any of Diageo’s certificated shares by a person with a 0.25% interest (as defined in Diageo’s articles of association) if such a person has been served with a restriction notice (as defined in Diageo’s articles of association) after failure to provide Diageo with information concerning interests in those shares required to be provided under the Companies Acts, unless the transfer is shown to the Board to be pursuant to an arm’s-length sale (as defined in Diageo’s articles of association).
201



213

Governance (continued)
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)Location in Annual Report
Agreements with controlling shareholdersNot applicable
Contracts of significanceNot applicable
Details of long-term incentive schemesDirectors’ remuneration report
Directors’ indemnities and compensationDirectors’ remuneration report - Additional information; Consolidated financial statements - note 21 Related party transactions
DividendsGroup financial review; Consolidated financial statements - Unaudited financial information
Engagement with employeesCorporate governance report - Workforce engagement statement
Engagement with suppliers, customers and othersCorporate governance report - Stakeholder engagement
Events post 30 June 20222023Consolidated financial statements - note 23 Post balance sheet events
Financial risk managementConsolidated financial statements - note 16 Financial instruments and risk management
Future developmentsChairman’s statement; Chief Executive’s statement; Our market dynamics
Greenhouse gas emissionsSustainability performance; Responding to climate-related risksPioneer grain-to-glass sustainability; Non-Financial and sustainability information statement
Interest capitalisedNot applicable
Non-pre-emptive issues of equity for cash (including in respect of major unlisted subsidiaries)Not applicable
Parent participation in a placing by a listed subsidiaryNot applicable
Political donationsCorporate governance report
Provision of services by a controlling shareholderNot applicable
Publication of unaudited financial informationUnaudited financial information
Purchase of own sharesRepurchase of shares; Consolidated financial statements - note 18 Equity
Research and developmentOther Additional DisclosuresInformation - Research and development; Consolidated financial statements - note 3 Operating costs
Review of the business and principal risks and uncertaintiesChief Executive’s statement; Our principal risks and risk management; Responding to climate-related risks;Pioneer grain-to-glass sustainability; Business reviews
Share capital - structure, voting and other rightsConsolidated financial statements - note 18 Equity
Share capital - employee share plan voting rightsConsolidated financial statements - note 18 Equity
Shareholder waivers of dividendsConsolidated financial statements - note 18 Equity
Shareholder waivers of future dividendsConsolidated financial statements - note 18 Equity
Sustainability and responsibilitySustainability performance; Responding to climate-related risksPioneer grain-to-glass sustainability
Waiver of emoluments by a directorNot applicable
Waiver of future emoluments by a directorNot applicable

The Directors’ report of Diageo plc for the year ended 30 June 20222023 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, which has been approved by a duly appointed and authorised committee of the Board of Directors, was signed on its behalf by Tom Shropshire, the Company Secretary, on 2731 July 2022.2023.
214202

Financial statements
Report of Independent Registered Public Accounting Firm

To theBoard of Directors and Shareholders of Diageo plc

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Diageo plc and its subsidiaries (the(the “Company”) as of 30 June 20222023 and 2021, 2022,and the related consolidatedincome statementstatements and consolidated statementstatements of comprehensive income, consolidated statement of changes in equity and the consolidated statement of cash flows for each of the three years in the period ended 30 June 2022,2023, including the related notes (collectively referred to as the “consolidated financial statements”).We also have audited the Company's internal control over financial reporting as of 30 June 2022,2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidatedfinancial statements referred to above present fairly, in all material respects, the financial position of the Company as of 30 June 20222023 and 20212022, and the results of its operations and its cash flows for each of the three years in the period ended 30 June 2022 i) in conformity with UK-adopted International Accounting Standards, ii) in conformity with the International Financial Reporting Standards adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union, and iii) 2023in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.Board and UK-adopted International Accounting Standards. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of 30 June 2022,2023, based on criteria established in Internal Control - Integrated Framework (2013)issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Part II. 15.B. Our responsibility is to express opinions on the Company’s consolidatedfinancial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidatedfinancial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidatedfinancial statements included performing procedures to assess the risks of material misstatement of the consolidatedfinancial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidatedfinancial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidatedfinancial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.


203

Financial statements
Critical Audit Matters

The critical audit matters communicated beloware mattersarising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or
215

Financial statements (continued)
disclosures that are material to theconsolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidatedfinancial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Impairment assessment of indefinite-lived brand intangible assetsAssessment for brands and goodwill

As described in note 9 to the consolidated financial statements, the Company’s consolidated indefinite-lived brand intangibles balancebrands and goodwill balance asintangible asset carrying amounts at 30 June 20222023 were £7,896£7,520 million and £2,287£2,227 million, respectively. In the year ended 30 June 2023, an impairment charge of £498 million was recognised related to brands. Management conducts impairment tests for indefinite-lived brand intangiblesintangible assets, including brands and goodwill annually, or more frequently if events or circumstances indicate that the carrying amount may not be recoverable. An impairment chargeRecoverable amounts are calculated based on the value in use approach, also considering fair value less costs of £336 million was recogniseddisposal. The value in the consolidated income statement in respect of the current year, and opening balance adjustments recognised in the consolidated statement of changes in equity included £312 million impairment as a result of hyperinflation adjustments in respect of Turkey. The individual brands, other intangibles with indefinite useful lives and their associated tangible fixed assetsuse calculations are aggregated and tested as separate cash-generating units. Goodwill is attributed to each of the markets. Separate tests are carried outbased on cash flows forecasted for each cash-generating unit and for each of the markets. The impairment test comparesfinancial years based on management’s approved plans. If the net carrying value of the cash-generating unit for indefinite-lived brand intangibles and market for goodwill withexceeds the recoverable amount.amount an impairment charge is recognised. Management makes judgements in determining the value in use. The testskey assumptions used for the value in use calculations are dependent on management’s estimates in respect of the forecasting of future cash flows,estimated sales growth, operating costs, margin, terminal growth rates and the discount rates applicable to the future cash flows and what expected growth rates are reasonable. Judgment is required in determining the cash-generating units. The value in use calculations is based on discounted forecast cash flows using the assumption that cash flows continue in perpetuity at the terminal growth rate of each country or region. Cash flows are extrapolated up to five years using expected growth rates in line with management’s best estimates. Growth rates reflect expectations of sales growth, operating costs and margin, based on past experience and external sources of information. The five-year forecast period is extended by up to an additional ten years at acquisition date for some indefinite-lived intangible assets and goodwill when management believes that this period is justified by the maturity of the market and expects to achieve growth in excess of the terminal growth rate driven by Diageo’s sales, marketing and distribution expertise. Cash flows beyond the five-year period are mainly projected using steady or progressively declining growth rates. These rates do not exceed the annual growth rate of the real gross domestic product (GDP) aggregated with the long-term annual inflation rate of the country or region. Cash flows for the subsequent years after the forecast period are extrapolated based on a terminal growth rate which does not exceed the long-term annual inflation rate of the country or region. The determination of discounted future cash flows includes significant management judgments and assumptions, including sales growth, operating costs, margin, discount rates and terminal growth rates.flows.

The principal considerations for our determination that performing procedures related to the impairment assessment of indefinite-lived brand intangible assetsfor brands and goodwill is a critical audit matter are (i) the significant judgments made by management when developing its assessment ofestimating the recoverable amount for the cash-generating units. This in turn led toamount; (ii) a high degree of auditor judgment, subjectivity and effort in performing proceduresand evaluating management’s significant assumptions, related to futuresales growth, margins and terminal growth rates included in forecasted cash flows and the applicable discount rates,rates; and expected growth rates. In addition,(iii) the audit effort involved the use of professionals with specialised skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s goodwill and indefinite-lived brand intangible assets impairment tests, including controls over the determinationmeasurement of the recoverable amounts. These procedures also included, among others:(i) testing management’s process for determiningestimating the recoverable amount of goodwillbrands and indefinite-lived brand intangible assets,goodwill; (ii), evaluating the appropriateness of the methodology used into determine the impairment models,recoverable amount; (iii) testing the completeness, accuracy, and relevance of underlying data used in the models, andmodels; (iv) evaluating the reasonableness of the significant assumptions used by management including the forecastedin estimating future cash flows, discount rates, expected growth rates, as well as management’s sensitivities and related(v) evaluating the sufficiency of the disclosures in the consolidated financial statement disclosures.statements. Evaluating the reasonableness of management’s assumptions involved 1) evaluating key market-related assumptions (including therelated to growth rates, margins, terminal growth rates and discount rate)rates involved evaluating whether the assumptions used inwere reasonable considering (i) consistency with external market and industry data, (ii) the models to external data, 2) performing a retrospective comparison of forecasted cash flows to actualcurrent and past performance of the cash-generating unit and previous forecasts, 3) performing sensitivity analyses, and 4) using professionals(iii) consistency with strategic plans approved by management. Professionals with specialised skill and knowledge were used to assist in the evaluation of the discount rates.rate assumption.

Taxation – Provisions for tax uncertainties

As described in Note 7 and Note 19 to the consolidated financial statements, current tax asset of £232 million and tax liability of £135 million includes £173 million of provisions for tax uncertainties. Tax treatments are not recognised unless it is probable that a tax authority will accept the treatment. Tax treatments are reviewed each year to assess whether a provision should be taken against full recognition of the treatment on the basis of potential settlement through negotiation and/or litigation with the relevant tax authorities. The Company operates in a large number of markets with complex tax and legislative regimes that are open to subjective interpretation, and for which can take several years to resolve. The Company has a number of ongoing tax audits worldwide for which provisions are recognised based on management’s best estimates and judgments concerning the ultimate outcome. As at 30 June 2022outcome of the current tax asset of £149 million and tax liability of £252 million includes £156 million of provisions for tax uncertainties. The Company operates in a large number of markets with complex tax and legislative regimes that are open to subjective interpretation. Management is required to estimate the amount that should be recognised as a tax liability or tax asset in many countries which are subject to tax audits which by their nature are often complex and can take several years to resolve.audits. Tax provisions are based on management’s judgment and interpretation of country specific tax law and the likelihoodprobability of settlement. As disclosed by management, the actual tax liabilities could differ from the provision for tax uncertainties and in such event the Company would be required to make an adjustment in a subsequent period which could have a material impact on the Company’s profit for the year.

The principal considerations for our determination that performing procedures related to the taxation - provisionprovisions for tax uncertainties is a critical audit matter are (i) the significant judgments made by management in determiningestimating the provisions for tax uncertainties, including
216

Financial statements (continued)
a high degree of estimation uncertainty due to the number and complexity of tax laws frequency of tax audits and potential for adjustments which could have a material impact on the Company’s profit for the year as a result of such audits. This in turn led toadjustments; (ii) a high degree of auditor judgment, subjectivity and effort in performing procedures to evaluate the timely identification and accurate measurement of provisions for tax uncertainties. Also, the evaluation of audit evidence related to the provisions for tax uncertainties required significant auditor judgment as the nature of the evidence is often subjective,uncertainties; and (iii) the audit effort involved the use of professionals with specialised skill and knowledge.

204

Financial statements (continued)
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the identificationrecognition and recognition of the liabilities for uncertain tax positions, and controls addressing completeness of the uncertain tax positions, as well as controls over measurement of the liabilities.provisions for tax uncertainties. These procedures also included, among others,others: (i) testing the information used in the calculation of the liability for uncertainprovisions, including local government legislation and litigation documents, international and federal filing treatments, and the related final tax positions;returns; (ii) testing the calculation of the liability for uncertain tax positionsprovisions by jurisdiction, includingjurisdiction; (iii) evaluating management’s assessment of the technical meritscountry specific tax law and probability of tax positions and estimates of the amount of tax benefit expected to be sustained; (iii) testing the completeness of management’s assessment of both the identification of uncertain tax positions and possible outcomes of each uncertain tax position; andsettlement; (iv) evaluating the status and results of tax audits with the relevant tax authoritiesauthorities; and (v) evaluating the sufficiency of the Company’s related disclosures. Professionals with specialised skill and knowledge were used to assist in the evaluation of the completenessrecognition and measurement of the Company’s uncertainprovisions for tax positions, including evaluating the reasonableness of management’s assessment of whether tax positions are more-likely-than-not of being sustained, the application of relevant tax laws, and estimated interest and penalties, as well as evaluating the sufficiency of the Company’s related financial statement disclosures.

Post employment benefit obligations

As described in Note 14 to the consolidated financial statements, the carrying value of defined benefit obligations was £7,234 million as at 30 June 2022. Application of IAS 19 requires the exercise of estimation and judgment in relation to various assumptions.Management determines the assumptions on a country by country basis in conjunction with its actuaries. Estimates are required in respect of uncertain future events, including the life expectancy of members of the plans, salary and pension increases, future inflation rates, and discount rates.

The principal considerations for our determination that post employment benefit obligations is a critical audit matter are the significant judgments made by management in selecting the assumptions used to develop its estimate of the present value of defined benefit obligations. This in turn led to a high degree of auditor judgment and effort in our evaluation of management’s significant assumptions, which were future inflation rates, discount rates and the life expectancy of members of the plans. In addition, the audit effort involved the use of professionals with specialised skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s determination of the carrying value of defined benefit obligations, including future inflation rates, discount rates and the life expectancy of members of the plans. These procedures also included, among others, testing management’s process for determining the present value of the significant post employment benefit obligations, evaluating the appropriateness of the methodology used in the valuation models, testing the completeness, accuracy, and relevance of underlying data used in the models, and evaluating the significant assumptions used by management, including the future inflation rates, discount rates and the life expectancy of members of the plans, as well as management’s sensitivities and related financial statement disclosures. Evaluating the reasonableness of management’s assumptions involved i) comparing these assumptions to our independently compiled expected ranges based on market observable indices or relevant national and industry benchmarks, ii) performing sensitivity analyses, and iii) using professionals with specialised skill and knowledge to assist in the evaluation of the significant assumptions.uncertainties.

/s/ PricewaterhouseCoopers LLP
London, United Kingdom
43 August 20222023

We have served as the Company's auditor since 2015.
217205

Financial statements (continued)

Consolidated income statement
 
 NotesYear ended 30 June 2022 £ millionYear ended 30 June 2021 £ millionYear ended 30 June 2020 £ million
Sales22,448 19,153 17,697 
Excise duties(6,996)(6,420)(5,945)
Net sales15,452 12,733 11,752 
Cost of sales(5,973)(5,038)(4,654)
Gross profit9,479 7,695 7,098 
Marketing(2,721)(2,163)(1,841)
Other operating items(2,349)(1,801)(3,120)
Operating profit4,409 3,731 2,137 
Non-operating items(17)14 (23)
Finance income497 278 366
Finance charges(919)(651)(719)
Share of after tax results of associates and joint ventures417 334 282 
Profit before taxation4,387 3,706 2,043 
Taxation(1,049)(907)(589)
Profit for the year3,338 2,799 1,454 
Attributable to:
Equity shareholders of the parent company3,249 2,660 1,409 
Non-controlling interests89 139 45 
3,338 2,799 1,454 
             millionmillionmillion
Weighted average number of shares
Shares in issue excluding own shares2,318 2,337 2,346 
Dilutive potential ordinary shares7 
2,325 2,345 2,354 
  pencepencepence
Basic earnings per share140.2 113.8 60.1 
Diluted earnings per share139.7 113.4 59.9 
 Notes
Year ended
30 June 2023
 £ million
Year ended 30 June 2022 £ millionYear ended 30 June 2021 £ million
Sales23,515 22,448 19,153 
Excise duties(6,402)(6,996)(6,420)
Net sales17,113 15,452 12,733 
Cost of sales(6,899)(5,973)(5,038)
Gross profit10,214 9,479 7,695 
Marketing(3,051)(2,721)(2,163)
Other operating items(2,531)(2,349)(1,801)
Operating profit4,632 4,409 3,731 
Non-operating items328 (17)14 
Finance income340 497 278
Finance charges(934)(919)(651)
Share of after tax results of associates and joint ventures370 417 334 
Profit before taxation4,736 4,387 3,706 
Taxation(970)(1,049)(907)
Profit for the year3,766 3,338 2,799 
Attributable to:
Equity shareholders of the parent company3,734 3,249 2,660 
Non-controlling interests32 89 139 
3,766 3,338 2,799 
             millionmillionmillion
Weighted average number of shares
Shares in issue excluding own shares2,264 2,318 2,337 
Dilutive potential ordinary shares7 
2,271 2,325 2,345 
  pencepencepence
Basic earnings per share164.9 140.2 113.8 
Diluted earnings per share164.4 139.7 113.4 
The accompanying notes are an integral part of these consolidated financial statements.

218206

Financial statements (continued)
Consolidated statement of comprehensive income
 
 Notes
Year ended
30 June 2022
 £ million
Year ended
30 June 2021
 £ million
Year ended
30 June 2020
£ million
Other comprehensive income
Items that will not be recycled subsequently to the income statement
Net remeasurement of post employment benefit plans
Group14616 16 38 
Associates and joint ventures5 (14)
Non-controlling interests14(1)— — 
Tax on post employment benefit plans(123)(46)(21)
Changes in the fair value of equity investments at fair value through other comprehensive income(12)— — 
485 (27)
Items that may be recycled subsequently to the income statement
Exchange differences on translation of foreign operations
Group1,128 (1,233)(104)
Associates and joint ventures660 (240)82 
Non-controlling interests171 (173)(37)
Net investment hedges(623)810 (227)
Exchange loss recycled to the income statement
On disposal of foreign operations863 — 
Tax on exchange differences – group(6)(9)
Tax on exchange differences – non-controlling interests (1)— 
Effective portion of changes in fair value of cash flow hedges
Hedge of foreign currency debt of the group233 (298)221 
Transaction exposure hedging of the group(172)101 (43)
Hedges by associates and joint ventures(15)(1)
Commodity price risk hedging of the group78 41 (11)
Recycled to income statement – hedge of foreign currency debt of the group(239)175 (75)
Recycled to income statement – transaction exposure hedging of the group42 10 42 
Recycled to income statement – commodity price risk hedging of the group(46)(2)
Tax on effective portion of changes in fair value of cash flow hedges32 (6)(23)
Hyperinflation adjustments365 (17)(18)
Tax on hyperinflation adjustments(74)

997 (838)(167)
Other comprehensive income/(loss), net of tax, for the year1,482 (865)(164)
Profit for the year3,338 2,799 1,454 
Total comprehensive income for the year4,820 1,934 1,290 
Attributable to:
Equity shareholders of the parent company4,561 1,969 1,282 
Non-controlling interests18259 (35)
Total comprehensive income for the year4,820 1,934 1,290 
 Notes
Year ended
30 June 2023
 £ million
Year ended
30 June 2022
 £ million
Year ended
30 June 2021
£ million
Other comprehensive income
Items that will not be recycled subsequently to the income statement
Net remeasurement of post employment benefit plans
Group14(643)616 16 
Associates and joint ventures13 
Non-controlling interests14 (1)— 
Tax on post employment benefit plans161 (123)(46)
Changes in the fair value of equity investments at fair value through other comprehensive income(4)(12)— 
(473)485 (27)
Items that may be recycled subsequently to the income statement
Exchange differences on translation of foreign operations
Group(876)1,128 (1,233)
Associates and joint ventures6(59)60 (240)
Non-controlling interests(148)171 (173)
Net investment hedges416 (623)810 
Exchange (gain)/loss recycled to the income statement
On disposal of foreign operations8(18)63 — 
On step acquisitions(1)— — 
Tax on exchange differences – group(2)(6)(9)
Tax on exchange differences – non-controlling interests — (1)
Effective portion of changes in fair value of cash flow hedges
Hedge of foreign currency debt of the group6 233 (298)
Transaction exposure hedging of the group273 (172)101 
Hedges by associates and joint ventures24 (15)(1)
Commodity price risk hedging of the group(56)78 41 
Recycled to income statement – hedge of foreign currency debt of the group54 (239)175 
Recycled to income statement – transaction exposure hedging of the group(13)42 10 
Recycled to income statement – commodity price risk hedging of the group(33)(46)(2)
Tax on effective portion of changes in fair value of cash flow hedges(39)32 (6)
Hyperinflation adjustments182 365 (17)
Tax on hyperinflation adjustments(39)(74)

(329)997 (838)
Other comprehensive (loss)/income, net of tax, for the year(802)1,482 (865)
Profit for the year3,766 3,338 2,799 
Total comprehensive income for the year2,964 4,820 1,934 
Attributable to:
Equity shareholders of the parent company3,080 4,561 1,969 
Non-controlling interests18(116)259 (35)
Total comprehensive income for the year2,964 4,820 1,934 
The accompanying notes are an integral part of these consolidated financial statements.
219207

Financial statements (continued)
Consolidated balance sheet
  30 June 202230 June 2021
 Notes£ million£ million£ million£ million
Non-current assets
Intangible assets911,902 10,764 
Property, plant and equipment105,848 4,849 
Biological assets1194 66 
Investments in associates and joint ventures63,652 3,308 
Other investments1337 40 
Other receivables1537 36 
Other financial assets16345 327 
Deferred tax assets7114 100 
Post employment benefit assets141,553 1,018 
23,582 20,508 
Current assets
Inventories157,094 6,045 
Trade and other receivables152,933 2,385 
Corporate tax receivables7149 145 
Assets held for sale8222 — 
Other financial assets16251 121 
Cash and cash equivalents172,285 2,749 
12,934 11,445 
Total assets36,516 31,953 
Current liabilities
Borrowings and bank overdrafts17(1,522)(1,862)
Other financial liabilities16(444)(257)
Share buyback liability18(117)(91)
Trade and other payables15(5,887)(4,648)
Liabilities held for sale8(61)— 
Corporate tax payables7(252)(146)
Provisions15(159)(138)
(8,442)(7,142)
Non-current liabilities
Borrowings17(14,498)(12,865)
Other financial liabilities16(703)(384)
Other payables15(380)(338)
Provisions15(258)(274)
Deferred tax liabilities7(2,319)(1,945)
Post employment benefit liabilities14(402)(574)
(18,560)(16,380)
Total liabilities(27,002)(23,522)
Net assets9,514 8,431 
Equity
Share capital18723 741 
Share premium

1,351 1,351 
Other reserves

2,174 1,621 
Retained earnings

3,550 3,184 
Equity attributable to equity shareholders of the parent company7,798 6,897 
Non-controlling interests181,716 1,534 
Total equity9,514 8,431 
  30 June 202330 June 2022
 Notes£ million£ million£ million£ million
Non-current assets
Intangible assets911,512 11,902 
Property, plant and equipment106,142 5,848 
Biological assets11156 94 
Investments in associates and joint ventures63,829 3,652 
Other investments1357 37 
Other receivables1531 37 
Other financial assets16394 345 
Deferred tax assets7141 114 
Post employment benefit assets14960 1,553 
23,222 23,582 
Current assets
Inventories157,661 7,094 
Trade and other receivables152,720 2,933 
Corporate tax receivables7232 149 
Assets held for sale8 222 
Other financial assets16347 251 
Cash and cash equivalents171,439 2,285 
12,399 12,934 
Total assets35,621 36,516 
Current liabilities
Borrowings and bank overdrafts17(1,701)(1,522)
Other financial liabilities16(359)(444)
Share buyback liability (117)
Trade and other payables15(5,300)(5,887)
Liabilities held for sale8 (61)
Corporate tax payables7(135)(252)
Provisions15(119)(159)
(7,614)(8,442)
Non-current liabilities
Borrowings17(14,801)(14,498)
Other financial liabilities16(747)(703)
Other payables15(368)(380)
Provisions15(243)(258)
Deferred tax liabilities7(2,183)(2,319)
Post employment benefit liabilities14(373)(402)
(18,715)(18,560)
Total liabilities(26,329)(27,002)
Net assets9,292 9,514 
Equity
Share capital18712 723 
Share premium

1,351 1,351 
Other reserves

1,861 2,174 
Retained earnings

3,898 3,550 
Equity attributable to equity shareholders of the parent company7,822 7,798 
Non-controlling interests181,470 1,716 
Total equity9,292 9,514 
The accompanying notes are an integral part of these consolidated financial statements.

These consolidated financial statements have been approved by a duly appointed and authorised committee of the Board of Directors and were signed on its behalf by Ivan MenezesDebra Crew and Lavanya Chandrashekar, Directors and dated 43 August 2022.2023.
220208

Financial statements (continued)
Consolidated statement of changes in equity 
   Other reservesRetained earnings/(deficit)   
 NotesShare
capital
£ million
Share premium
£ million
Capital redemption reserve
£ million
Hedging and exchange reserve
£ million
Own shares
£ million
Other retained earnings
£ million
Total
£ million
Equity attributable to parent company shareholders
£ million
Non- controlling interests
£ million
Total equity
£ million
At 30 June 2019753 1,350 3,190 (818)(2,026)5,912 3,886 8,361 1,795 10,156 
Profit for the year— — — — — 1,409 1,409 1,409 45 1,454 
Other comprehensive loss— — — (116)— (11)(11)(127)(37)(164)
Total comprehensive (loss)/ income for the year— — — (116)— 1,398 1,398 1,282 1,290 
Employee share schemes— — — — 90 (36)54 54 — 54 
Share-based incentive plans18 — — — — — — 
Share-based incentive plans in respect of associates— — — — — — 
Tax on share-based incentive plans— — — — — — 
Share-based payments and purchase of treasury shares in respect of subsidiaries— — — — — (1)(1)(1)— (1)
Shares issued— — — — — — — 
Transfers— — — — (5)(5)— — — 
Purchase of non-controlling interests— — — — — (39)(39)(39)(23)(62)
Non-controlling interest in respect of new subsidiary— — — — — — — — 
Change in fair value of put option— — — — — — 
Share buyback programme(11)— 11 — — (1,256)(1,256)(1,256)— (1,256)
Dividend declared for the year— — — — — (1,646)(1,646)(1,646)(117)(1,763)
At 30 June 2020742 1,351 3,201 (929)(1,936)4,343 2,407 6,772 1,668 8,440 
Profit for the year— — — — — 2,660 2,660 2,660 139 2,799 
Other comprehensive loss— — — (652)— (39)(39)(691)(174)(865)
Total comprehensive (loss)/income for the year— — — (652)— 2,621 2,621 1,969 (35)1,934 
Employee share schemes— — — — 59 (10)49 49 — 49 
Share-based incentive plans18 — — — — — 49 49 49 — 49 
Share-based incentive plans in respect of associates— — — — — — 
Tax on share-based incentive plans— — — — — — 
Purchase of non-controlling interests— — — — — (15)(15)(15)(27)(42)
Associates' transactions with non-controlling interests— — — — — (91)(91)(91)— (91)
Change in fair value of put option— — — — — (2)(2)(2)— (2)
Share buyback programme(1)— — — (200)(200)(200)— (200)
Dividend declared for the year18 — — — — — (1,646)(1,646)(1,646)(72)(1,718)
At 30 June 2021741 1,351 3,202 (1,581)(1,877)5,061 3,184 6,897 1,534 8,431 
Adjustment to 2021 closing equity in respect of hyperinflation in Turkey— — — — — 251 251 251 — 251 
Adjusted opening balance741 1,351 3,202 (1,581)(1,877)5,312 3,435 7,148 1,534 8,682 
Profit for the year     3,249 3,249 3,249 89 3,338 
Other comprehensive income   535  777 777 1,312 170 1,482 
Total comprehensive income for the year   535  4,026 4,026 4,561 259 4,820 
Employee share schemes    39 50 89 89  89 
Share-based incentive plans18      59 59 59  59 
Share-based incentive plans in respect of associates     4 4 4  4 
Tax on share-based incentive plans     9 9 9  9 
Share-based payments and purchase of own shares in respect of subsidiaries     (11)(11)(11)(6)(17)
Unclaimed dividend     3 3 3 1 4 
Change in fair value of put option     (34)(34)(34) (34)
Share buyback programme(18) 18   (2,310)(2,310)(2,310) (2,310)
Dividend declared for the year18      (1,720)(1,720)(1,720)(72)(1,792)
At 30 June 2022723 1,351 3,220 (1,046)(1,838)5,388 3,550 7,798 1,716 9,514 
   Other reservesRetained earnings/(deficit)   
 NotesShare
capital
£ million
Share premium
£ million
Capital redemption reserve
£ million
Hedging and exchange reserve
£ million
Own shares
£ million
Other retained earnings
£ million
Total
£ million
Equity attributable to parent company shareholders
£ million
Non- controlling interests
£ million
Total equity
£ million
At 30 June 2020742 1,351 3,201 (929)(1,936)4,343 2,407 6,772 1,668 8,440 
Profit for the year— — — — — 2,660 2,660 2,660 139 2,799 
Other comprehensive loss— — — (652)— (39)(39)(691)(174)(865)
Total comprehensive (loss)/income for the year— — — (652)— 2,621 2,621 1,969 (35)1,934 
Employee share schemes— — — — 59 (10)49 49 — 49 
Share-based incentive plans18 — — — — — 49 49 49 — 49 
Share-based incentive plans in respect of associates— — — — — — 
Tax on share-based incentive plans— — — — — — 
Purchase of non-controlling interests— — — — — (15)(15)(15)(27)(42)
Associates' transactions with non-controlling interests— — — — — (91)(91)(91)— (91)
Change in fair value of put option— — — — — (2)(2)(2)— (2)
Share buyback programme(1)— — — (200)(200)(200)— (200)
Dividend declared for the year18 — — — — — (1,646)(1,646)(1,646)(72)(1,718)
At 30 June 2021741 1,351 3,202 (1,581)(1,877)5,061 3,184 6,897 1,534 8,431 
Adjustment to 2021 closing equity in respect of hyperinflation in Turkey— — — — — 251 251 251 — 251 
Adjusted opening balance741 1,351 3,202 (1,581)(1,877)5,312 3,435 7,148 1,534 8,682 
Profit for the year— — — — — 3,249 3,249 3,249 89 3,338 
Other comprehensive income— — — 535 — 777 777 1,312 170 1,482 
Total comprehensive income for the year— — — 535 — 4,026 4,026 4,561 259 4,820 
Employee share schemes— — — — 39 50 89 89 — 89 
Share-based incentive plans18 — — — — — 59 59 59 — 59 
Share-based incentive plans in respect of associates— — — — — — 
Tax on share-based incentive plans— — — — — — 
Share-based payments and purchase of own shares in respect of subsidiaries— — — — — (11)(11)(11)(6)(17)
Unclaimed dividend— — — — — 
Change in fair value of put option— — — — — (34)(34)(34)— (34)
Share buyback programme(18)— 18 — — (2,310)(2,310)(2,310)— (2,310)
Dividend declared for the year18 — — — — — (1,720)(1,720)(1,720)(72)(1,792)
At 30 June 2022723 1,351 3,220 (1,046)(1,838)5,388 3,550 7,798 1,716 9,514 
Profit for the year     3,734 3,734 3,734 32 3,766 
Other comprehensive loss   (324) (330)(330)(654)(148)(802)
Total comprehensive (loss)/income for the year   (324) 3,404 3,404 3,080 (116)2,964 
Employee share schemes    24 24 48 48  48 
Share-based incentive plans18      49 49 49  49 
Share-based incentive plans in respect of associates     6 6 6  6 
Tax on share-based incentive plans     6 6 6  6 
Share-based payments and purchase of own shares in respect of subsidiaries     3 3 3 2 5 
Purchase of non-controlling interests     (111)(111)(111)(35)(146)
Associates' transactions with non-controlling interests     (7)(7)(7) (7)
Unclaimed dividend     1 1 1  1 
Change in fair value of put option     (16)(16)(16) (16)
Share buyback programme(11) 11   (1,273)(1,273)(1,273) (1,273)
Dividend declared for the year18      (1,762)(1,762)(1,762)(97)(1,859)
At 30 June 2023712 1,351 3,231 (1,370)(1,814)5,712 3,898 7,822 1,470 9,292 
The accompanying notes are an integral part of these consolidated financial statements.

221209

Financial statements (continued)
Consolidated statement of cash flows
  Year ended 30 June 2022Year ended 30 June 2021Year ended 30 June 2020
 Notes£ million£ million£ million£ million£ million£ million
Cash flows from operating activities
Profit for the year3,338 2,799 1,454 
Taxation1,049 907 589 
Share of after tax results of associates and joint ventures(417)(334)(282)
Net finance charges422 373 353 
Non-operating items17 (14)23 
Operating profit4,409 3,731 2,137 
Increase in inventories(740)(443)(366)
(Increase)/decrease in trade and other receivables(378)(446)523 
Increase/(decrease) in trade and other payables and provisions939 1,220 (485)
Net (increase)/decrease in working capital(179)331 (328)
Depreciation, amortisation and impairment828 447 1,839 
Dividends received190 290 
Post employment payments less amounts included in operating profit(89)(30)(109)
Other items53 88 (14)
982 795 1,720 
Cash generated from operations5,212 4,857 3,529 
Interest received110 89 185 
Interest paid(438)(440)(493)
Taxation paid(949)(852)(901)
(1,277)(1,203)(1,209)
Net cash inflow from operating activities3,935 3,654 2,320 
Cash flows from investing activities
Disposal of property, plant and equipment and computer software17 13 14 
Purchase of property, plant and equipment and computer software(1,097)(626)(700)
Movements in loans and other investments(72)(4)— 
Sale of businesses and brands882 14 11 
Acquisition of businesses8(271)(488)(130)
Net cash outflow from investing activities(1,341)(1,091)(805)
Cash flows from financing activities
Share buyback programme18(2,284)(109)(1,282)
Proceeds from issue of share capital — 
Net sale of own shares for share schemes18 49 54 
Purchase of treasury shares in respect of subsidiaries(15)— — 
Dividends paid to non-controlling interests(81)(77)(111)
Proceeds from bonds172,263 1,031 5,188 
Repayment of bonds17(1,521)(1,247)(820)
Purchase of shares of non-controlling interests8 (42)(62)
Cash inflow from other borrowings(1)

503 34 497 
Cash outflow from other borrowings(1)
(424)(787)(782)
Equity dividends paid(1,718)(1,646)(1,646)
Net cash (outflow)/inflow from financing activities(3,259)(2,794)1,037 
Net (decrease)/increase in net cash and cash equivalents17(665)(231)2,552 
Exchange differences239 (285)(120)
Net cash and cash equivalents at beginning of the year2,637 3,153 721 
Net cash and cash equivalents at end of the year2,211 2,637 3,153 
Net cash and cash equivalents consist of:
Cash and cash equivalents172,285 2,749 3,323 
Bank overdrafts17(74)(112)(170)
2,211 2,637 3,153 
  Year ended 30 June 2023Year ended 30 June 2022Year ended 30 June 2021
 Notes£ million£ million£ million£ million£ million£ million
Cash flows from operating activities
Profit for the year3,766 3,338 2,799 
Taxation970 1,049 907 
Share of after tax results of associates and joint ventures(370)(417)(334)
Net finance charges594 422 373 
Non-operating items(328)17 (14)
Operating profit4,632 4,409 3,731 
Increase in inventories(675)(740)(443)
Decrease/(increase) in trade and other receivables121 (378)(446)
(Decrease)/increase in trade and other payables and provisions(621)939 1,220 
Net (increase)/decrease in working capital(1,175)(179)331 
Depreciation, amortisation and impairment1,066 828 447 
Dividends received219 190 290 
Post employment payments less amounts included in operating profit(25)(89)(30)
Other items62 53 88 
1,322 982 795 
Cash generated from operations4,779 5,212 4,857 
Interest received131 110 89 
Interest paid(685)(438)(440)
Taxation paid(1,201)(949)(852)
(1,755)(1,277)(1,203)
Net cash inflow from operating activities3,024 3,935 3,654 
Cash flows from investing activities
Disposal of property, plant and equipment and computer software13 17 13 
Purchase of property, plant and equipment and computer software(1,180)(1,097)(626)
Movements in loans and other investments(57)(72)(4)
Sale of businesses and brands8462 82 14 
Acquisition of subsidiaries(1)
8(342)(206)(450)
Investments in associates and joint ventures(1)
8(93)(65)(38)
Net cash outflow from investing activities(1,197)(1,341)(1,091)
Cash flows from financing activities
Share buyback programme18(1,381)(2,284)(109)
Net sale of own shares for share schemes29 18 49 
Purchase of treasury shares in respect of subsidiaries (15)— 
Dividends paid to non-controlling interests(97)(81)(77)
Proceeds from bonds172,229 2,263 1,031 
Repayment of bonds17(1,340)(1,521)(1,247)
Purchase of shares of non-controlling interests8(146)— (42)
Cash inflow from other borrowings

433 503 34 
Cash outflow from other borrowings(374)(424)(787)
Equity dividends paid(1,761)(1,718)(1,646)
Net cash outflow from financing activities(2,408)(3,259)(2,794)
Net decrease in net cash and cash equivalents17(581)(665)(231)
Exchange differences(227)239 (285)
Net cash and cash equivalents at beginning of the year2,211 2,637 3,153 
Net cash and cash equivalents at end of the year1,403 2,211 2,637 
Net cash and cash equivalents consist of:
Cash and cash equivalents171,439 2,285 2,749 
Bank overdrafts17(36)(74)(112)
1,403 2,211 2,637 
(1)     For the years ended 30 June 20212022 and 30 June 2020,2021, the previously reported line item of “Net movements in other borrowings”'Acquisition of businesses' has been replaced with “Cash inflow from other borrowings”'Acquisition of subsidiaries' and “Cash outflow from other borrowings”'Investments in associates and joint ventures' to gross upshow separately the amounts shown above within these lines which had previously been shown net.combined.

The accompanying notes are an integral part of these consolidated financial statements.
222210

Financial statements (continued)

Accounting information and policies

Introduction
This section describes the basis of preparation of the consolidated financial statements and the group’s accounting policies that are applicable to the financial statements as a whole. Accounting policies, critical accounting estimates and judgements specific to a note are included in the note to which they relate. Furthermore, the section details new accounting standards, amendments and interpretations, that the group has adopted in the current financial year or will adopt in subsequent years.

1. Accounting information and policies

(a) Basis of preparation
On 31 December 2020, International Financial Reporting Standards (IFRSs) as adopted by the European Union (EU) at that date
were brought into UK law and became UK-adopted International Accounting Standards, with future changes being subject to
endorsement by the UK Endorsement Board. Diageo plc transitioned to UK-adopted International Accounting Standards in its consolidated financial statements on 1 July 2021. This change constitutes a change in accounting framework. However, there is no impact on recognition, measurement or disclosure in the period reported as a result of the change in framework.
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 (IFRSs) adopted by the UK IFRSs as adopted by the EU(UK-adopted International Accounting Standards) and IFRSs, as issued by the IASB, including interpretations issued by the IFRS Interpretations Committee. IFRS as adopted by the UK and 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.

(b) Going concern
Management has prepared cash flow forecasts which havewere also been sensitised to reflect severe but plausible downside scenarios taking into consideration the group's principal risks. In the base case scenario, management has included assumptions for mid-single digit net sales growth, operating margin improvement and global TBA market share growth. In light of the ongoing geopolitical volatility, the base case outlook and severe but plausible downside scenarios have incorporated considerations for a slower post-pandemic economic recovery,prolonged global recession, supply chain disruptions, higher inflation and further geopolitical deterioration. Even under these scenarios, the group’s cash positionliquidity is still expected to remain strong, as the group's liquidityit was protected by issuing €1,650€500 million of fixed rate euro and £900 million$2 billion of fixed rate sterling denominateddollar-denominated bonds in the year ended 30 June 2022.2023. Mitigating actions, should they be required, are all within management’s control and could include reductions in discretionary spending such as acquisitions and capital expenditure, as well as a temporary suspension of the share buyback programme and dividend payments in the next 12 months, or drawdowns on committed facilities. Having considered the outcome of these assessments, the Directors are comfortable that the company is a going concern for at least 12 months from the date of signing the group's consolidated financial statements.

(c) Consolidation
The consolidated financial statements include the results of the company and its subsidiaries together with the group’s attributable share of the results of associates and joint ventures. A subsidiary is an entity controlled by Diageo plc. The group controls an investee when it is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. 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 included on the basis of the group’s rights over those assets and liabilities.

(d) Foreign currencies
Items included in the financial statements of the group’s subsidiaries, associates and joint ventures are measured using the currency of the primary economic environment in which each entity operates (its functional currency). The consolidated financial statements are presented in sterling, which is the functional currency of the parent company.company, Diageo plc. The functional currency of Diageo plc is determined by using management judgement that considers the parent company as an extension of its subsidiaries.
The income statements and cash flows of non-sterling entities are translated into sterling at weighted average rates of exchange, except for subsidiaries in hyperinflationary economies that are translated with the closing rate at the end of the periodyear and other thanfor substantial transactions that are translated at the rate on the date of the transaction. Exchange differences arising on the retranslation to closing rates are taken to the exchange reserve.
Assets and liabilities are translated at closing rates. Exchange differences arising on the retranslation at closing rates of the opening balance sheets of overseas entities are taken to the exchange reserve, as are exchange differences arising on foreign currency
223

Financial statements (continued)
borrowings and financial instruments designated as net investment hedges, to the extent that they are effective. Tax charges and credits arising on such items are also taken to the exchange reserve. Gains and losses accumulated in the exchange reserve are recycled to the
211

Financial statements (continued)
income statement when the foreign operation is sold. Other exchange differences are taken to the income statement. Transactions in foreign currencies are recorded at the rate of exchange at the date of the transaction.
The principal foreign exchange rates used in the translation of financial statements for the three years ended 30 June 2022,2023, expressed in US dollars and euros per £1, were as follows:
 202220212020
US dollar
Income statement and cash flows(1)
1.33 1.35 1.26 
Assets and liabilities(2)
1.21 1.39 1.23 
Euro
Income statement and cash flows(1)
1.18 1.13 1.14 
Assets and liabilities(2)
1.16 1.17 1.09 
 202320222021
US dollar
Income statement and cash flows(1)
1.20 1.33 1.35 
Assets and liabilities(2)
1.26 1.21 1.39 
Euro
Income statement and cash flows(1)
1.15 1.18 1.13 
Assets and liabilities(2)
1.17 1.16 1.17 
(1)    Weighted average rates
(2)    Closing rates

The group uses foreign exchange hedges to mitigate the effect of exchange rate movements. For further information, see note 16.

(e) Critical accounting estimates and judgements
Details of critical estimates and judgements which the Directors consider could have a significant impact uponon the financial statements are set out in the related notes as follows:
Exceptional items – management judgement whether exceptional or not – page 233219
Taxation – management judgement of whether a provision is required and management estimate of amount of corporate tax payable or receivable, the recoverability of deferred tax assets and expectation on manner of recovery of deferred taxes – pages 239224 and 289228
Brands, goodwill, and other intangibles and contingent considerations – management judgement ofwhether the assets and liabilities are to be recognised and synergies resulting from an acquisition. Management judgement and estimate are required in determining future cash flows and appropriate applicable assumptions to support the intangible asset and contingent consideration value – page 249pages 236
Post employment benefits – management judgement in determining whether a surplus can be recovered and management estimate in determining the assumptions in calculating the liabilities of the funds – page 258 244
Contingent liabilities and legal proceedings – management judgement in assessing the likelihood of whether a liability will arise and an estimate to quantify the possible range of any settlementsettlement; and significant unprovided tax matters where maximum exposure is provided for each – page 287272


(f) Hyperinflationary accounting
The group applied hyperinflationary accounting for its operations in Turkey, Venezuela and Lebanon.
In March 2022, the three-yearTurkey has been a hyperinflationary economy where cumulative inflation in Turkey exceeded 100% and as a result, hyperinflationary accounting was applied for the yearthree years ended 30 June 2022 in respect ofexceeded 100%. Consequently, since March 2022, the group’s operations in Turkey.group applies hyperinflationary accounting for its Turkish operations. The group’s consolidated financial statements for the years ended 30 June 2023 and 30 June 2022 include the results and financial position of its Turkish operations restated to the measuring unit current at the end of theeach period, with hyperinflationary gains and losses in respect of monetary items being reported in finance income and charges. Comparative amounts presented in the consolidated financial statements were not restated. Hyperinflationary accounting needs to be applied as if Turkey has always been a hyperinflationary economy, hence, as per Diageo’s accounting policy choice, the differences between equity at 30 June 2021 as reported and the equity after the restatement of the non-monetary items to the measuring unit current at 30 June 2021 were recognised in retained earnings. Such restatement includes impairment of TRLTRY 2,133 million (£177 million) recognised on the goodwill in the Turkey cash-generating unit and TRLTRY 1,627 million (£135 million) in respect of the Yenì Raki brand, as a result of the increased carrying values for those due to hyperinflation adjustments.
When applying IAS 29 on an ongoing basis, comparatives in stable currency are not restated and the effect of inflating opening balancesnet assets to the measuring unit current at the end of the reporting period is presented in other comprehensive income.
The inflation rate used by the group is the official rate published by the Turkish Statistical Institute, TurkStat.Institute. The movement in the publicly available official price index for the year ended 30 June 20222023 was 79% (202138% (202218%79%).
Venezuela is a hyperinflationary economy where the government maintains a regime of strict currency controls with multiple foreign currency rate systems. The exchange rate used to translate the results of the group’s Venezuelan operations was VES/£ 7593,807 for the year ended 30 June 2022 (20212023 (2022 – VES/£ 237).759).This rate reflects management’s estimate of the exchange rate considering inflation and the most appropriate official exchange rate. Movement in the price index for the year ended 30 June 20222023 was 268% (2021382% (20221,991%268%).The. The inflation rate used by the group is provided by an independent valuer because no reliable, officially published rate is available for Venezuela.
224212

Financial statements (continued)
The following table presents the contribution of the group’s Venezuelan operations to the consolidated income statement,net sales, operating profit, operating cash flow statement and net assets for the yearyears ended 30 June 20222023 and 30 June 20212022 and with the amounts that would have resulted if the official reference exchange rate had been applied:
Year ended 30 June 2022Year ended 30 June 2021
 At estimated exchange rateAt official reference
 exchange rate
At estimated
 exchange rate(1)
At official reference
 exchange rate(1)
759 VES/£7 VES/£237 VES/£4 VES/£
£ million£ million£ million£ million
Net sales 15 — 
Operating (loss)/profit(1)(1)(1)11 
Other finance income - hyperinflation adjustment1 157 122 
Net cash (outflow)/inflow from operating activities (5)— 
Net assets41 4,606 38 2,016 
Year ended 30 June 2023Year ended 30 June 2022
 At estimated exchange rateAt official reference
 exchange rate
At estimated
 exchange rate
At official reference
 exchange rate
3,807 VES/£36 VES/£759 VES/£7 VES/£
£ million£ million£ million£ million
Net sales 9 — 15 
Operating loss  (1)(1)
Other finance (charges)/income - hyperinflation adjustment(2)(212)157 
Net cash outflow from operating activities (3)— (5)
Net assets6 657 41 4,606 
1)    Prior year rates have been restated to reflect the Central Bank of Venezuela's decision to cut six zeros from the bolivar currency from 1 October 2021.
Sterling amounts presented at the official reference exchange rate are results of simple mathematical conversion.

The impact of hyperinflationary accounting for Lebanon was immaterial both in the current and comparative periods.



(g) New accounting standards and interpretations
The following amendmentamendments to the accounting standards, issued by the IASB and endorsed by the UK, and EU, has beenwere adopted by the group from 1 July 20212022 with no impact on the group’s consolidated results, financial position or disclosures:
Amendments to IFRS 16 – Covid-19 - related rent concessions beyond 30 June 20213 Updating a Reference to the Conceptual Framework
Amendments to IAS 16 Property, Plant and Equipment: Proceeds before Intended Use
Amendments to IAS 37 Onerous Contracts - Cost of Fulfilling a Contract
Amendments to Annual improvements 2018-2020 - IFRS 9 - Fees in the '10 per cent' Test, IFRS 16 - Lease incentives, IAS 41 - Taxation in Fair Value Measurements
Amendments to IAS 12 International Tax Reform – Pillar Two Model Rules
The following amendmentstandard and amendments issued by the IASB and endorsed by the UK and EU, has been adopted by the group:
Amendments to IFRS 9, IAS 39 and IFRS 7 – Interest rate benchmark reform (phase 2). The amendment to IFRS 9 provides relief from applying specific hedge accounting and financial instrument derecognition requirements directly affected by interbank offered rate (IBOR) reform. By applying the practical expedient, Diageo is not required to discontinue its hedging relationships as a result of changes in reference rates due to IBOR reform. The amendment to IFRS 7 requires additional disclosure explaining the nature and extent of risk related to the reform and the progress of the transition, see note 16. The adoption of Phase 2 Amendments in respect of disclosures and other accounting matters relating to Interest Rate Benchmark Reform had no material impact on its consolidated results or financial position and not resulted in any change to the entity’s risk management strategy.
The following standard issued by the IASB hashave been endorsed by the UK and EU and hashave not been adopted by the group:
IFRS 17 – Insurance contracts (effective(effective from the year ending 30 June 2024)2024) is ultimately intended to replace IFRS 4.
Based on a preliminary assessment, the group believes that the adoption of IFRS 17 will not have a significant impact on its consolidated results or financial position.

Amendments to IAS 12 - Income taxes
(effective from the year ending 30 June 2024) requires an entity to recognise deferred tax on initial recognition of particular transactions to the extent that the transaction gives rise to equal amounts of deferred tax assets and liabilities. The proposed amendments would apply to transactions such as leases and decommissioning obligations for which an entity recognises both an asset and a liability. The group believes that the adoption of these amendments will not have a significant impact on its consolidated results and financial position.
There are a number of other amendments and clarifications to IFRSs, effective in future years, which are not expected to significantly impact the group’s consolidated results or financial position.

(h) Climate change considerations
The impact of climate change assessment and the net zero carbon emission target for Diageo's direct operations (scope(Scope 1 & 2) byfor 2030 hashave been considered as part of the assessment of estimates and judgements in preparing the group accounts.group's consolidated financial statements.
The climate change scenario analyses performed in 20222023 – conducted in line with TCFD recommendations (‘Transition Scenario’ (RCP 2.6), a ‘Moderate Warming’ Scenario (RCP 4.5) and a ‘Severe Warming ScenarioScenario’ (RCP 8.5)) – identified no material financial impact to these financial statements.
The following considerations were made in respect of the financial statements:
Impact of climate change is not expected to be material on the going concern period and the viability of the group over the next three years.
The impact of climate change on factors (like residual values, useful lives and depreciation methods) that determine the carrying value of non-current assets.
The impact of climate change on forecasts of cash flows used (including forecastedforecast depreciation in line with capital expenditure plans for Diageo's net zero carbon emission commitment) in impairment assessments for the value in usevalue-in-use of non-current assets including goodwill (see Notenote 9).
The impact of climate change on post-employment assets.assets.
225213

Financial statements (continued)
Results for the year

Introduction
This section explains the results and performance of the group for the three years ended 30 June 2022.2023. Disclosures are provided for segmental information, operating costs, exceptional items, finance income and charges, the group's share of results of associates and joint ventures, taxation. For associates, joint ventures and taxation, balance sheet disclosures are also provided in this section.

2. Segmental information

Accounting policies
Sales comprise revenue from contracts with customers 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 duties and taxes collected on behalf of third parties, such as value added tax. Sales are recognised as or when performance obligations are satisfied by transferring control of a good or service to the customer, which is determined by considering, among other factors, the delivery terms agreed with customers. For the sale of goods, the transfer of control occurs when the significant risks and rewards of ownership are passed to the customer. Based on the shipping terms agreed with customers, the transfer of control of goods occurs at the time of dispatch for the majority of sales. Where the transfer of control is subsequent to the dispatch of goods, the time between dispatch and receipt by the customer is generally less than five days. The group includes in sales the net consideration to which it expects to be entitled. Sales are recognised to the extent that it is highly probable that a significant reversal will not occur. Therefore, sales are stated net of expected price discounts, allowances for customer loyalty and certain promotional activities and similar items. Generally, payment of the transaction price is due within credit terms that are consistent with industry practices, with no element of financing.
Net sales are sales less excise duties. Diageo incurs excise duties throughout the world. In the majority of countries, excise duties are effectively a production tax which becomes payable when the product is removed from bonded premises and is not directly related to the value of sales. It is generally not included as a separate item on external invoices; increases in excise duty are not always passed on to the customer and where a customer fails to pay for products received the group cannot reclaim the excise duty. The group therefore recognises excise duty, unless it regards itself as an agent of the regulatory authorities, as a cost to the group.
Advertising costs, point of sale materials and sponsorship payments are charged to marketing in operating profit when the company has a right of access to the goods or services acquired.

Diageo is an international manufacturer and distributor of premium drinks. Diageo also owns a number of investments in associates and joint ventures, as set out in note 6.
The segmental information presented is consistent with management reporting provided to the Executive Committee (the chief operating decision maker)decision-maker).
The Executive Committee considers the business principally from a geographical perspective based on the location of third-party sales and the business analysis is presented by geographical segment. In addition to these geographical selling segments, a further segment reviewed by the Executive Committee is the Supply Chain and Procurement (SC&P) segment, which manufactures products for other group companies and includes the production sites in the United Kingdom, Ireland, Italy, Guatemala and Mexico, as well as comprises the global procurement function.
The group's operations also include the Corporate segment. Corporate revenues and costs are in respect of central costs, including finance, marketing, corporate relations, human resources and legal, as well as certain information systems, facilities and employee costs that are not allocable to the geographical segments or to the SC&P. They also include rents receivable and payable in respect of properties not used by the group in the manufacture, sale or distribution of premium drinks.
Diageo uses shared services operations to deliver transaction processing activities for markets and operational entities. These centres are located in India, Hungary, Colombia and the Philippines. These captive business service centres also perform certain central finance activities, including elements of financial planning and reporting, treasury and HR services. The costs of shared services operations are recharged to the regions.
For planning and management reporting purposes, Diageo uses budgeted exchange rates that are set at the prior year's weighted average exchange rate. In order to ensure a consistent basis on which performance is measured through the year, prior period results are also restated to the budgeted exchange rate. Segmental information for net sales and operating profit before exceptional items are reported on a consistent basis with management reporting. The adjustments required to retranslate the segmental information to actual exchange rates and to reconcile it to the group’s reported results are shown in the tables below. The comparative segmental information, prior to retranslation, has not been restated at the current year’s budgeted exchange rates but is presented at the budgeted rates for the respective year.
In addition, for management reporting purposes, Diageo presents the result of acquisitions and disposals completed in the current and prior year separately from the results of the geographical segments. The impact of acquisitions and disposals on net sales and operating profit is disclosed under the appropriate geographical segments in the tables below at budgeted exchange rates.

226214

Financial statements (continued)
(a) Segmental information for the consolidated income statement
North AmericaEuropeAsia
Pacific
AfricaLatin America and CaribbeanSC&PEliminate
inter-
segment
sales
Total
operating
segments
Corporate
and other
Total
£ million£ million£ million£ million£ million£ million£ million£ million£ million£ million
2022
Sales6,682 5,740 5,624 2,403 1,945 2,010 (2,010)22,394 54 22,448 
Net sales
At budgeted exchange rates(1)
5,955 3,258 2,879 1,699 1,486 2,095 (2,016)15,356 55 15,411 
Acquisitions and disposals34 23  15 3   75  75 
SC&P allocation9 46 9 3 12 (79)    
Retranslation to actual exchange rates97 (304)(4)(35)24 (6)6 (222)(1)(223)
Hyperinflation 189      189  189 
Net sales6,095 3,212 2,884 1,682 1,525 2,010 (2,010)15,398 54 15,452 
Operating profit/(loss)
At budgeted exchange rates(1)
2,388 1,086 703 346 528 (22) 5,029 (256)4,773 
Acquisitions and disposals(28)11  (10)   (27) (27)
SC&P allocation(1)(18)(2)(1) 22     
Fair value remeasurement of contingent considerations, equity option and earn out arrangements32 36   (3)  65  65 
Fair value remeasurement of biological assets    (5)  (5) (5)
Retranslation to actual exchange rates63 (108)10 (20)18   (37)18 (19)
Hyperinflation 10      10  10 
Operating profit/(loss) before exceptional items2,454 1,017 711 315 538   5,035 (238)4,797 
Exceptional items(1)(146)(241)    (388) (388)
Operating profit/(loss)2,453 871 470 315 538   4,647 (238)4,409 
Non-operating items(17)
Net finance charges(422)
Share of after tax results of associates and joint ventures
Moët Hennessy425 
Other(8)
Profit before taxation4,387 
North AmericaEuropeAsia
Pacific
Latin America and CaribbeanAfricaSC&PEliminate
inter-
segment
sales
Total
operating
segments
Corporate
and other
Total
£ million£ million£ million£ million£ million£ million£ million£ million£ million£ million
2023
Sales7,382 5,996 5,403 2,260 2,386 3,073 (3,073)23,427 88 23,515 
Net sales
At budgeted exchange rates(1)
6,052 3,377 3,084 1,642 1,631 2,942 (2,876)15,852 87 15,939 
Acquisitions and disposals20 20 35 3 104   182  182 
SC&P allocation8 38 8 9 3 (66)    
Retranslation to actual exchange rates678 (41)73 145 (39)197 (197)816 1 817 
Hyperinflation 175      175  175 
Net sales6,758 3,569 3,200 1,799 1,699 3,073 (3,073)17,025 88 17,113 
Operating profit/(loss)
At budgeted exchange rates(1)
2,337 1,076 886 597 347 (32) 5,211 (292)4,919 
Acquisitions and disposals(18)(13)5  27   1 (6)(5)
SC&P allocation3 (24)(6)(3)(2)32     
Fair value remeasurements87 25  1    113  113 
Retranslation to actual exchange rates280 18 20 66 (152)  232 (28)204 
Hyperinflation 23      23  23 
Operating profit/(loss) before exceptional items2,689 1,105 905 661 220   5,580 (326)5,254 
Exceptional operating items(97)(8)(473) (44)  (622) (622)
Operating profit/(loss)2,592 1,097 432 661 176   4,958 (326)4,632 
Non-operating items328 
Net finance charges(594)
Share of after tax results of associates and joint ventures370 
Profit before taxation4,736 
227215

Financial statements (continued)
North AmericaEuropeAsia
Pacific
AfricaLatin America and CaribbeanSC&PEliminate
inter-
segment
sales
Total
operating
segments
Corporate
and other
Total
£ million£ million£ million£ million£ million£ million£ million£ million£ million£ million
2021
Sales5,803 4,795 5,146 2,020 1,369 1,537 (1,537)19,133 20 19,153 
Net sales
At budgeted exchange rates(1)
5,527 2,579 2,561 1,541 1,176 1,627 (1,548)13,463 20 13,483 
Acquisitions and disposals28 — — — — 35 — 35 
SC&P allocation45 13 (79)— — — — 
Retranslation to actual exchange rates(355)(68)(82)(137)(143)(11)11 (785)— (785)
Net sales5,209 2,558 2,488 1,412 1,046 1,537 (1,537)12,713 20 12,733 
Operating profit/(loss)
At budgeted exchange rates(1)
2,469 728 628 228 422 (97)— 4,378 (218)4,160 
Acquisitions and disposals(18)(3)— — — — — (21)— (21)
SC&P allocation(30)(32)(5)(3)(27)97 — — — — 
Fair value remeasurement of contingent considerations, equity option and earn out arrangements(9)(27)— — — — — (36)— (36)
Retranslation to actual exchange rates(175)(31)(15)(54)(92)— — (367)10 (357)
Operating profit/(loss) before exceptional items2,237 635 608 171 303 — — 3,954 (208)3,746 
Exceptional items— (15)— — — — — (15)— (15)
Operating profit/(loss)2,237 620 608 171 303 — — 3,939 (208)3,731 
Non-operating items14 
Net finance charges(373)
Share of after tax results of associates and joint ventures
Moët Hennessy335 
Other(1)
Profit before taxation3,706 
North AmericaEuropeAsia
Pacific
Latin America and CaribbeanAfricaSC&PEliminate
inter-
segment
sales
Total
operating
segments
Corporate
and other
Total
£ million£ million£ million£ million£ million£ million£ million£ million£ million£ million
2022
Sales6,682 5,740 5,624 1,945 2,403 2,010 (2,010)22,394 54 22,448 
Net sales
At budgeted exchange rates(1)
5,955 3,258 2,879 1,486 1,699 2,095 (2,016)15,356 55 15,411 
Acquisitions and disposals34 23 — 15 — — 75 — 75 
SC&P allocation46 12 (79)— — — — 
Retranslation to actual exchange rates97 (304)(4)24 (35)(6)(222)(1)(223)
Hyperinflation— 189 — — — — — 189 — 189 
Net sales6,095 3,212 2,884 1,525 1,682 2,010 (2,010)15,398 54 15,452 
Operating profit/(loss)
At budgeted exchange rates(1)
2,388 1,086 703 528 346 (22)— 5,029 (256)4,773 
Acquisitions and disposals(28)11 — — (10)— — (27)— (27)
SC&P allocation(1)(18)(2)— (1)22 — — — — 
Fair value remeasurements32 36 — (8)— — — 60 — 60 
Retranslation to actual exchange rates63 (108)10 18 (20)— — (37)18 (19)
Hyperinflation— 10 — — — — — 10 — 10 
Operating profit/(loss) before exceptional items2,454 1,017 711 538 315 — — 5,035 (238)4,797 
Exceptional operating items(1)(146)(241)— — — — (388)— (388)
Operating profit/(loss)2,453 871 470 538 315 — — 4,647 (238)4,409 
Non-operating items(17)
Net finance charges(422)
Share of after tax results of associates and joint ventures417 
Profit before taxation4,387 
228216

Financial statements (continued)
North AmericaEuropeAsia
Pacific
AfricaLatin America and CaribbeanSC&PEliminate
inter-
segment
sales
Total
operating
segments
Corporate
and other
Total
£ million£ million£ million£ million£ million£ million£ million£ million£ million£ million
2020
Sales5,222 4,697 4,645 1,911 1,184 1,343 (1,343)17,659 38 17,697 
Net sales
At budgeted exchange rates(1)
4,445 2,501 2,253 1,300 944 1,439 (1,341)11,541 38 11,579 
Acquisitions and disposals32 10 50 — — — 93 — 93 
SC&P allocation11 60 12 10 (98)— (1)— 
Retranslation to actual exchange rates135 (4)(8)(46)(2)81 (1)80 
Net sales4,623 2,567 2,270 1,346 908 1,343 (1,343)11,714 38 11,752 
Operating profit/(loss)
At budgeted exchange rates(1)
2,007 730 498 116 254 45 — 3,650 (152)3,498 
Acquisitions and disposals(1)(4)— — — — — (5)— (5)
SC&P allocation26 (45)— — — — 
Fair value remeasurement of contingent consideration(10)(4)— — — — (7)— (7)
Fair value remeasurement of biological assets— — — — — — — 
Retranslation to actual exchange rates32 (3)(17)(27)— — (6)(1)
Operating profit/(loss) before exceptional items2,034 757 501 101 248 — — 3,641 (147)3,494 
Exceptional items54 (62)(1,198)(145)(6)— — (1,357)— (1,357)
Operating profit/(loss)2,088 695 (697)(44)242 — — 2,284 (147)2,137 
Non-operating items(23)
Net finance charges(353)
Share of after tax results of associates and joint ventures
Moët Hennessy285 
Other(3)
Profit before taxation2,043 
North AmericaEuropeAsia
Pacific
Latin America and CaribbeanAfricaSC&PEliminate
inter-
segment
sales
Total
operating
segments
Corporate
and other
Total
£ million£ million£ million£ million£ million£ million£ million£ million£ million£ million
2021
Sales5,803 4,795 5,146 1,369 2,020 1,537 (1,537)19,133 20 19,153 
Net sales
At budgeted exchange rates(1)
5,527 2,579 2,561 1,176 1,541 1,627 (1,548)13,463 20 13,483 
Acquisitions and disposals28 — — — — 35 — 35 
SC&P allocation45 13 (79)— — — — 
Retranslation to actual exchange rates(355)(68)(82)(143)(137)(11)11 (785)— (785)
Net sales5,209 2,558 2,488 1,046 1,412 1,537 (1,537)12,713 20 12,733 
Operating profit/(loss)
At budgeted exchange rates(1)
2,469 728 628 422 228 (97)— 4,378 (218)4,160 
Acquisitions and disposals(18)(3)— — — — — (21)— (21)
SC&P allocation(30)(32)(5)(27)(3)97 — — — — 
Fair value remeasurement of contingent consideration(9)(27)— — — — — (36)— (36)
Retranslation to actual exchange rates(175)(31)(15)(92)(54)— — (367)10 (357)
Operating profit/(loss) before exceptional items2,237 635 608 303 171 — — 3,954 (208)3,746 
Exceptional operating items— (15)— — — — — (15)— (15)
Operating profit/(loss)2,237 620 608 303 171 — — 3,939 (208)3,731 
Non-operating items14 
Net finance charges(373)
Share of after tax results of associates and joint ventures334 
Profit before taxation3,706 
(1)    These items represent the IFRS 8 performance measures for the geographical and SC&P segments.
(i)    The net sales figures for SC&P reported to the Executive Committee primarily comprise inter-segment sales and these are eliminated in a separate column in the above segmental analysis. Apart from sales by the SC&P segment to the other operating segments, inter-segmental sales are not material.
(ii)    The group’sgroup’s net finance charges are managed centrally and are not attributable to individual operating segments.
(iii)    Approximately 37%Approximately 38% of annual net sales occurred in the last four months of calendar year 2021.2022.


(b) Other segmental information
 North
America
£ million
Europe
£ million
Asia
Pacific
£ million
Latin
America
and
Caribbean
£ million
Africa
£ million
SC&P
£ million
Corporate
and other
£ million
Total
£ million
2023
Purchase of property, plant and equipment and computer software197 209 166 121 126 356 5 1,180 
Depreciation and intangible asset amortisation(95)(98)(61)(18)(80)(134)(10)(496)
Exceptional impairment of tangible assets(52)2 (22)    (72)
Exceptional impairment of intangible assets(29)(25)(444)    (498)
2022
Purchase of property, plant and equipment and computer software230 187 146 128 139 256 11 1,097 
Depreciation and intangible asset amortisation(80)(93)(93)(16)(81)(116)(10)(489)
Exceptional impairment of tangible assets— (3)— — — — — (3)
Exceptional impairment of intangible assets— (96)(240)— — — — (336)
2021
Purchase of property, plant and equipment and computer software153 23 56 20 125 125 124 626 
Depreciation and intangible asset amortisation(76)(31)(60)(16)(79)(126)(59)(447)
229
217

Financial statements (continued)
(b) Other segmental information
 North
America
£ million
Europe
£ million
Asia
Pacific
£ million
Africa
£ million
Latin
America
and
Caribbean
£ million
SC&P
£ million
Corporate
and other
£ million
Total
£ million
2022
Capital expenditure230 187 146 139 128 256 11 1,097 
Depreciation and intangible asset amortisation(80)(93)(93)(81)(16)(116)(10)(489)
Exceptional impairment of tangible assets (3)     (3)
Exceptional impairment of intangible assets (96)(240)    (336)
2021
Capital expenditure153 23 56 125 20 125 124 626 
Depreciation and intangible asset amortisation(76)(31)(60)(79)(16)(126)(59)(447)
2020
Capital expenditure145 24 59 128 48 191 105 700 
Depreciation and intangible asset amortisation(68)(37)(59)(103)(21)(119)(73)(480)
Underlying impairment— (7)— — (7)— — (14)
Exceptional impairment of tangible assets— — (1)(139)— — — (140)
Exceptional impairment of intangible assets— — (1,205)— — — — (1,205)
(c) Category and geographical analysis
 Category analysisGeographic analysis
 Spirits
£ million
Beer
£ million
Ready to
drink
£ million
Other
£ million
Total
£ million
United
States
£ million
India
£ million
Great
Britain
£ million
Nether-
lands
£ million
Rest of
World
£ million
Total
£ million
2022
Sales(1)
18,164 3,128 882 274 22,448 6,327 3,219 2,142 89 10,671 22,448 
Non-current assets(2), (3)
5,899 2,396 2,413 2,600 8,261 21,569 
2021
Sales(1)
15,634 2,562 741 216 19,153 5,441 3,011 1,822 70 8,809 19,153 
Non-current assets(2), (3)
4,320 2,561 2,119 2,474 7,589 19,063 
2020
Sales(1)
14,158 2,687 621 231 17,697 4,839 2,783 1,684 62 8,329 17,697 
Non-current assets(2), (3)
5,028 2,758 1,911 2,661 7,563 19,921 
 Category analysisGeographic analysis
 Spirits
£ million
Beer
£ million
Ready to
drink
£ million
Other
£ million
Total
£ million
United
States
£ million
India
£ million
Great
Britain
£ million
Rest of
World
£ million
Total
£ million
2023
Sales(1)
19,004 3,355 899 257 23,515 6,972 2,751 2,138 11,654 23,515 
Non-current assets(2), (3)
5,816 1,798 2,909 11,204 21,727 
2022
Sales(1)
18,164 3,128 882 274 22,448 6,327 3,219 2,142 10,760 22,448 
Non-current assets(2), (3)
5,899 2,396 2,413 10,861 21,569 
2021
Sales(1)
15,634 2,562 741 216 19,153 5,441 3,011 1,822 8,879 19,153 
Non-current assets(2), (3)
4,320 2,561 2,119 10,063 19,063 
(1)    The geographical analysis of sales is based on the location of third-party sales.customers.
(2)    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.
(3)    The management information provided to the chief operating decision makerdecision-maker does not include an analysis of assets and liabilities by category and therefore is not disclosed.


230

Financial statements (continued)
3. Operating costs
2022
£ million
2021 £ million2020 £ million
Excise duties6,996 6,420 5,945 
Cost of sales5,973 5,038 4,654 
Marketing2,721 2,163 1,841 
Other operating items2,349 1,801 3,120 

18,039 15,422 15,560 
Comprising:
Excise duties
United States614 589 585 
Great Britain1,172 1,018 930 
India2,182 2,127 1,927 
Other3,028 2,686 2,503 
Increase in inventories(909)(293)(275)
Raw materials and consumables4,017 3,126 2,842 
Marketing2,721 2,163 1,841 
Other external charges2,597 1,978 2,044 
Staff costs1,795 1,586 1,404 
Depreciation, amortisation and impairment828 447 1,839 
Gains on disposal of properties(2)(1)(2)
Net foreign exchange losses10 22 15 
Other operating income(14)(26)(93)
18,039 15,422 15,560 
2023
£ million
2022 £ million2021 £ million
Excise duties6,402 6,996 6,420 
Cost of sales6,899 5,973 5,038 
Marketing3,051 2,721 2,163 
Other operating items2,531 2,349 1,801 

18,883 18,039 15,422 
Comprising:
Excise duties
India1,625 2,182 2,127 
Great Britain1,095 1,172 1,018 
United States687 614 589 
Other2,995 3,028 2,686 
Increase in inventories(513)(909)(293)
Raw materials and consumables4,328 4,017 3,126 
Marketing3,051 2,721 2,163 
Other external charges2,747 2,597 1,978 
Staff costs1,830 1,795 1,586 
Depreciation, amortisation and impairment1,066 828 447 
Gains on disposal of properties(4)(2)(1)
Net foreign exchange losses10 10 22 
Other operating income(34)(14)(26)
18,883 18,039 15,422 

(a) Other external charges
Other external charges include research and development expenditure in respect of new drinks products and package design of £53 million (2022 – £43 million (2021million; 2021 – £40 million; 2020 – £34 million) and maintenance and repairs of £143 million (2022 – £136 million (2021million; 2021 – £107 million; 2020 – £105 million).

218

Financial statements (continued)
(b) Auditors fees
Other external charges include the fees of the principal auditors of the group, PricewaterhouseCoopers LLP and its affiliates (PwC) and are analysed below.
 2022
£ million
2021
£ million
2020
£ million
Audit of these financial statements4.2 3.8 5.3 
Audit of financial statements of subsidiaries6.1 4.4 3.6 
Audit related assurance services(1)
2.5 2.6 2.4 
Total audit fees (Audit fees)12.8 10.8 11.3 
Other assurance services (Audit related fees)(2)
0.7 0.8 0.8 
13.5 11.6 12.1 
 2023
£ million
2022
£ million
2021
£ million
Audit of these financial statements5.2 4.2 3.8 
Audit of financial statements of subsidiaries5.7 6.1 4.4 
Audit related assurance services(1)
2.7 2.5 2.6 
Total audit fees (Audit fees)13.6 12.8 10.8 
Other assurance services (Audit related fees)(2)
1.2 0.7 0.8 
14.8 13.5 11.6 
(1)    Audit related assurance services are in respect of reporting under section 404 of the US Sarbanes-Oxley Act and the review of the interim financial information.
(2)    Other assurance services comprise the aggregate fees for assurance and related services that are not reported under ‘total audit fees’.
(i)     Disclosure requirements for auditors 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 and the United States apart from £0.3 million (2021 – £0.4 million; 2020 – £0.4 million) of the cost in respect 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 provided by firms other than PwC for the year ended 30 June 20222023 were £0.1 million (2021(2022 – £0.1 million; 20202021 – £0.1 million). Further PwC fees for audit services in respect of post employment plans were £0.2£0.3 million for the year ended 30 June 2022 (20212023 (2022 – £0.2 million; 20202021£0.3£0.2 million).

231

Financial statements (continued)
(c) Staff costs and average number of employees
 2022
£ million
2021
£ million
2020
£ million
Aggregate remuneration
Wages and salaries1,557 1,336 1,251 
Share-based incentive plans59 50 
Employer’s social security107 83 79 
Employer’s pension
Defined benefit plans36 82 37 
Defined contribution plans33 25 24 
Other post employment plans3 10 10 
1,795 1,586 1,404 
 2023
£ million
2022
£ million
2021
£ million
Aggregate remuneration
Wages and salaries1,548 1,557 1,336 
Share-based incentive plans48 59 50 
Employer’s social security115 107 83 
Employer’s pension
Defined benefit plans67 36 82 
Defined contribution plans44 33 25 
Other post employment plans10 
1,830 1,795 1,586 

The average number of employees on a full timefull-time equivalent basis (excluding employees of associates and joint ventures) was as follows:
 2022
2021 (Restated)(i)
2020 (Restated)(i)
North America2,811 2,562 2,459 
Europe3,014 3,237 3,323 
Asia Pacific6,500 6,474 6,559 
Africa4,061 4,016 4,617 
Latin America and Caribbean1,500 1,505 1,549 
SC&P5,025 5,085 4,908 
Corporate and other5,076 4,687 4,940 
27,987 27,566 28,355 
(1)    The impact of acquisitions and disposals was changed and now disclosed restated where relevant.
 202320222021
North America2,884 2,811 2,562 
Europe2,789 3,014 3,237 
Asia Pacific6,856 6,500 6,474 
Latin America and Caribbean1,495 1,500 1,505 
Africa3,526 4,061 4,016 
SC&P6,934 5,025 5,085 
Corporate and other5,753 5,076 4,687 
30,237 27,987 27,566 

At 30 June 20222023 on a full-time equivalent basis, the group had on a full time equivalent basis, 28,55830,269 (2022 – 28,558; 2021 – 27,783; 2020 – 27,788)27,783) employees. The average number of employees of the group, including part timepart-time employees, for the year was 28,137(30,419 (2022 – 28,137; 2021 – 28,025; 2020 – 28,490)28,025).

219

Financial statements (continued)
(d) Exceptional operating items
Included in otherthe table above are exceptional operating items are the following:as follows:
 
2022
£ million
2021
£ million
2020
£ million
Staff costs
Guaranteed minimum pension equalisation charge — 
Other external charges52 13 95 
Other operating income (3)(83)
Depreciation, amortisation and impairment
Brand, goodwill, tangible and other assets impairment336 — 1,345 
Total exceptional operating items (note 4)388 15 1,357 
 
2023
£ million
2022
£ million
2021
£ million
Depreciation, amortisation and impairment
Brand and goodwill impairment498 336 — 
Tangible asset impairment and accelerated depreciation72 — — 
Staff costs10 — 
Other external charges60 52 13 
Other operating income(18)— (3)
Total exceptional operating items (note 4)622 388 15 
Cost of sales67  — 
Other operating expenses555 388 15 

4. Exceptional items

Accounting policies
Critical accounting judgements Exceptional items are those that in management’s judgement need to be disclosed separately. Such items are included within the income statement caption to which they relate. It is believedManagement believes that separate disclosure of exceptional items and the classification between operating and non-operating further helps investors to understand the performance of the group.
Changes in estimates and reversals in relation to items previously recognised as exceptional are presented consistently as exceptional in the current year.
Operating items Exceptional operating items are those that are considered to be material and unusual or non-recurring in nature and are part of the operating activities of the group, such as one-off global restructuring programmes which can be multi-year, impairment of intangible assets and fixed assets, indirect tax settlements, property disposals and changes in post employment plans.
232

Financial statements (continued)
Non-operating items Gains and losses on the sale or directly attributable to a prospective sale of businesses, brands or distribution rights, step up gains and losses that arise when an investment becomes an associate or an associate becomes a subsidiary and other material, unusual non-recurring items, that are not in respect of the production, marketing and distribution of premium drinks, are disclosed as exceptional non-operating exceptional items below operating profit in the consolidated income statement.
Taxation items Exceptional current and deferred tax items comprisingcomprise material and unusual or non-recurring items that impact taxation. Examples include direct tax provisions and settlements in respect of prior years and the remeasurement of deferred tax assets and liabilities following tax rate changes.

 
2022
£ million
2021
£ million
2020
£ million
Exceptional operating items
Brand, goodwill, tangible and other assets impairment (a)(336)— (1,345)
Winding down Russian operations (b)(50)— — 
Donations (c)(2)(5)(89)
Ongoing litigation in Turkey (d) (15)— 
Guaranteed minimum pension equalisation (e) (5)— 
Obsolete inventories (f) (30)
Substitution drawback (g) 83 
Indirect tax in Korea (h) — 24 
(388)(15)(1,357)
Non-operating items
Sale of businesses and brands
Meta Abo Brewery (i)(95)— — 
Windsor business (j)(19)— — 
Picon brand (k)91 — — 
United National Breweries (l)6 10 (32)
USL businesses (m) — 
Portfolio of 19 brands (n) 
Loss on disposal of associate (o) — (1)
Step acquisitions (p) — 
(17)14 (23)
Exceptional items before taxation(405)(1)(1,380)
Items included in taxation (note 7 (b))
31 (84)154 
Total exceptional items(374)(85)(1,226)
Attributable to:
Equity shareholders of the parent company(271)(86)(1,157)
Non-controlling interests(103)(69)
Total exceptional items(374)(85)(1,226)
220

Financial statements (continued)
 2023
£ million
2022
£ million
2021
£ million
Exceptional operating items
Brand and goodwill impairment (1)(498)(336)— 
Supply chain agility programme (2)(100)— — 
Distribution termination fee (3)(44)— — 
Winding down Russian operations (4)20 (50)— 
Other exceptional operating items (5) (2)(15)
(622)(388)(15)
Non-operating items
Sale of businesses and brands
Guinness Cameroun S.A. (6)310 — — 
Archers brand (7)20 — — 
USL Popular brands (8)4 — — 
USL businesses (9)1 — 
Tyku brand (10)(3)— — 
Picon brand (11) 91 — 
Meta Abo Brewery (12) (95)— 
Windsor business (13) (19)— 
Step acquisition - Mr Black (14)(8)— — 
Other non-operating exceptional items (15)4 11 
328 (17)14 
Exceptional items before taxation(294)(405)(1)
Tax on exceptional items (note 7 (b))186 31 (84)
Total exceptional items(108)(374)(85)
Attributable to:
Equity shareholders of the parent company33 (271)(86)
Non-controlling interests(141)(103)
Total exceptional items(108)(374)(85)

(a) (1) In the year ended 30 June 2023, an impairment charge of £498 million was recognised in exceptional operating items mainly driven by the McDowell's brand in India.
In the year ended 30 June 2022, an impairment charge of £336 million was recognised in exceptional operating items in respect of the McDowell's No.1 brand (£240 million), the Bell's brand (£77 million) and Smirnovgoodwill related goodwillto Smirnov (£19 million).
In the year ended 30 June 2020, an impairment charge of £1,345 million was recognised in exceptional operating items, comprising of £655 million in respect of the India cash-generating unit containing the India goodwill, £116 million in respect of the USL popular brands category (Old Tavern brand £78 million and Bagpiper brand £38 million) and £1 million in respect of fixed assets in India; £434 million in respect of the Windsor Premier brand; £84 million in respect of property, plant and equipment in Nigeria; and £55 million in respect of property, plant and equipment in Ethiopia.
For further information, see note 9 (d).

(b)(2) In March 2022,the year ended 30 June 2023, an exceptional charge of £100 million was accounted for in respect of the supply chain agility programme announced in July 2022. With this five-year spanning programme, Diageo expects to strengthen its supply chain, improve its resilience and agility, drive efficiencies, deliver additional productivity savings and make its supply operations more sustainable. Total implementation cost of the programme is expected to be up to £500 million over the five-year period, which will comprise non-cash items and one-off expenses, the majority of which are expected to be recognised as exceptional operating items. The exceptional charge for the year ended 30 June 2023 was primarily in respect of accelerated depreciation, being additional depreciation of assets in the period directly attributable to the programme, and impairment of property, plant and equipment in respect of North America and India. Restructuring cash expenditure was £12 million in the year ended 30 June 2023.

(3) In the year ended 30 June 2023, Diageo agreed with one of its distributors in Africa to terminate the distribution license of one of its spirits brands, in respect of which a decisionprovision of £44 million was provided for and was recognised as an operating exceptional charge. No payment was made in the period.

(4) In the year ended 30 June 2023, Diageo released unutilised provisions of £20 million from the £50 million exceptional charge taken to suspend exporting to and selling in Russia and on 28the year ended 30 June 2022, Diageo decided that it would windin respect of winding down its operations in Russia over the following six months. Losses of £50 million directly attributable to the wind down primarily include provisions for onerous contracts (£14 million) and redundancies (£13 million). Total impact of winding downRussia.

233221

Financial statements (continued)
operations in Russia(5) Other exceptional operating items include subsequent gains and charges of items that were originally recognised as exceptional at inception. In the year ended 30 June 2022, other exceptional operating items resulted in a loss of £146£2 million including impairmentdriven by the reinvestment of the Bell’s brand (£77 million), Smirnov related goodwill (£19 million), and directly attributable items.
(c) An exceptional charge of $3 million (£2 million) (2021 – £5 million) was recognised as part of the 'Raising the Bar' programme, in addition to the commitment of $100 million (£81 million) announced in the year ended 30 June 2020. The additional charge represents the re-investment of corporate tax benefit in the fund in certain markets, where a corporate tax deduction is available, and was recognised as an exceptional operating item, consistent with the initial commitment. Diageo also provided other forms of support to help our communities and the industry, which amounted to £8 million in the year ended 30 June 2020.
(d)benefits. In the year ended 30 June 2021, an additional provisionother exceptional operating items were a loss of £15£15 million was recorded as an exceptional item in respect mainly driven by the charge of the ongoing litigation in Turkey, bringingTurkey.

(6) On 26 May 2023, Diageo announced the provision’s balance to £23 million following a settlementcompletion of £1 million during that year.
(e) On 20 November 2020, the High Courtsale of Justice of England and Wales issued a ruling that requires pension schemes to equalise pension benefits for men and women for the calculation of their guaranteed minimum pension liability (GMP) on historic transfers out, which resultedits wholly owned subsidiary in an additional liability of £5 million in the year ended 30 June 2021. The corresponding expense was recognised as an exceptional operating item consistently with the charge in relationCameroon, Guinness Cameroun S.A., to the initial GMP ruling.
(f) In the year ended 30 June 2021,Castel Group for an inventory provisionaggregate consideration of £7£384 million (2020 - a charge of £30 million) was released in respect of obsolete inventories that had earlier been expected to be returned and destroyed as a direct consequence of the Covid-19 pandemic, resulting in an exceptional gain. The provision release was recognised as an exceptional operating item consistently with the original charge in the year ended 30 June 2020.
(g) In the year ended 30 June 2021, an additional gain of $4£310 million,(£3 million) was recognised in exceptional operating items for excess receipts in respect of substitution drawback claims that had been filed and were to be filed with the US Government in relation to prior years. The changes in estimates were recognised as an exceptional operating item consistently with the initial income of £83 million in the year ended 30 June 2020.
(h) An assessment was issued by the Korea Tax Authority in the year ended 30 June 2020 that resulted in the reversal of the prior year's provision including cumulative translation gain in the amount of £24 million.£17 million recycled to the income statement.
(i)
(7) On 25 April26 October 2022, Diageo completed the sale of its Ethiopian subsidiary, Meta Abo Brewery Share Company. AArchers brand. The transaction resulted in an exceptional gain of £20 million.

(8) On 30 September 2022, Diageo announced the completion of the sale of the Popular brands of its United Spirits Limited (USL) business. The transaction resulted in an exceptional gain of £4 million.

(9) Certain subsidiaries of USL were sold in the year ended 30 June 2023. The sale of these subsidiaries resulted in an exceptional gain of £1 million (2022 – nil; 2021 – £3 million).

(10) In the year ended 30 June 2023, Diageo sold its Tyku brand. The transaction resulted in an exceptional loss of £95£3 million.

(11) In May 2022, Diageo sold its Picon brand. The sale resulted in an exceptional non-operating gain of £91 million, net of disposal costs.

(12) In the year ended 30 June 2022, a loss of £95 million was recognised as a non-operating item attributable to the sale including cumulative translation lossesof Meta Abo Brewery Share Company in the amount of £63 million recycled to the income statement.Ethiopia.
(j)
(13) On 25 March 2022, Diageo agreed to the sale of its Windsor business in Korea. At 30 June 2022, assets and liabilities attributable to Windsor business were classified as held for sale and were measured at the lower of their cost and fair value less cost of disposal. In the year ended 30 June 2022, a loss of £19 million was recognised as a non-operating item, mainly in relation to transaction and other costs directly attributable to the prospective sale of the business. At 30 June 2022, cumulative translation gains recognised in exchange reserves were £141 million which will be recycled to the income statement on completion of the transaction, in the year ending 30 June 2023.
(k) On 10 May 2022, Diageo sold its Picon brand. The sale resulted in an exceptional non-operating gain of £91 million, net of disposal costs. Disposal costs relating to the transaction amounted to £9 million.
(l) In the year ended 30 June 2022, ZAR 133 million (£6 million) of deferred considerationconditional agreement was paid to Diageo in respect of the sale of United National Breweries, the full amount of which represented a non-operating gain (2021 – a gain of £10 million; 2020 - a loss of £32 million).
(m) Certain subsidiaries of United Spirits Limited (USL) were soldterminated in the year ended 30 June 2021. The sale2023 as the buyer was unable to meet certain conditions to completion.

(14) On 29 September 2022, the group acquired the part of these subsidiaries resultedthe entire issued share capital of Mr Black Spirits Pty Ltd, owner of Mr Black, the Australian premium cold brew coffee liqueur, that it did not already own. As a result of Mr Black becoming a subsidiary of the group in an exceptional gain of £3 million.
(n) In the year ended 30 June 2021, the group reversed £1 million (2020 - £2 million) from provisions in relation to the sale of2023, a portfolio of 19 brands to Sazerac on 20 December 2018.
(o) In the year ended 30 June 2020, the disposal of an associate, Equal Parts, LLC resulted in an exceptional loss of £1 million.
(p) In the year ended 30 June 2020, Diageo completed the acquisition of Seedlip and Anna Seed 83 and acquired controlling interests in certain Distill Ventures entities. As a result of these entities becoming subsidiaries of the group, a gain of £8 million arose, being the difference between the book value of the associatesassociate prior to the transaction and theirits fair value.value plus transaction costs.

(15) Other exceptional non-operating items include subsequent gains and charges of items that were originally recognised as exceptional at inception. In the year ended 30 June 2023, other exceptional non-operating items resulted in a net gain of £4 million (2022 – £6 million; 2021 – £11 million), mainly driven by the deferred consideration received in respect of the sale of United National Breweries.
For further information on acquisition and sale of businesses and brands, see notenotes 8 (a) and 8 (b).

234
222

Financial statements (continued)

Cash payments and receipts included in net cash inflow from operating activities in respect of exceptional items were as follows:
2022
£ million
2021
£ million
2020
£ million
Donations(37)(50)(7)
Thalidomide (note 15 (d) (i))(16)(15)(17)
Winding down Russian operations(13)— — 
Indirect tax in Korea (10)— 
Ongoing litigation in Turkey (1)— 
Substitution drawback 60 26 
French tax audit — (88)
Total cash payments(66)(16)(86)
2023
£ million
2022
£ million
2021
£ million
Thalidomide (note 15 (d) (i))(14)(16)(15)
Winding down Russian operations(13)(13)— 
Supply chain agility programme(12)— — 
Donations (37)(50)
Indirect tax in Korea — (10)
Ongoing litigation in Turkey — (1)
Substitution drawback — 60 
Total cash payments(39)(66)(16)




5. Finance income and charges

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 a qualifying asset, being an asset that necessarily takes a substantial period of time to get ready for its intended use or sale, are added to the cost of that asset. Borrowing costs which are not capitalised are recognised in the income statement based onusing the effective interest method. All other 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.
The impact of derivatives, excluding cash flow hedges that are in respect of commodity price risk management or those that are used to hedge the currency risk of highly probable future currency cash flows, is included in interest income or interest charge.
235223

Financial statements (continued)
2022
£ million
2021
£ million
2020
£ million
Interest income127 119 192 
Fair value gain on financial instruments341 124 123 
Total interest income(1)
468 243 315 
Interest charge on bank loans, bonds and overdrafts(371)(365)(390)
Interest charge on leases(12)(16)(15)
Interest charge on other borrowings(92)(84)(120)
Fair value loss on financial instruments(346)(126)(123)
Total interest charges(1)
(821)(591)(648)
Net interest charges(353)(348)(333)
Net finance income in respect of post employment plans in surplus (note 14)22 18 26 
Hyperinflation adjustment in respect of Venezuela (note 1)1 
Interest income in respect of direct and indirect tax2 15 16 
Unwinding of discounts4 — — 
Other finance income — 
Total other finance income29 35 51 
Net finance charge in respect of post employment plans in deficit (note 14)(12)(13)(17)
Hyperinflation adjustment and foreign exchange revaluation of monetary items in respect of Lebanon (note 1)(3)(8)— 
Unwinding of discounts(11)(20)(24)
Interest charge in respect of direct and indirect tax(16)(11)(22)
Change in financial liability (Level 3)(20)(7)(6)
Hyperinflation adjustment in respect of Turkey (note 1)(34)— — 
Guarantee fees(1)(1)(1)
Other finance charges(1)— (1)
Total other finance charges(98)(60)(71)
Net other finance charges(69)(25)(20)
2023
£ million
2022
£ million
2021
£ million
Interest income160 127 119 
Fair value gain on financial instruments103 341 124 
Total interest income(1)
263 468 243 
Interest charge on bank loans, bonds and overdrafts(470)(371)(365)
Interest charge on leases(15)(12)(16)
Interest charge on other borrowings(271)(92)(84)
Fair value loss on financial instruments(102)(346)(126)
Total interest charges(1)
(858)(821)(591)
Net interest charges(595)(353)(348)
Net finance income in respect of post employment plans in surplus (note 14)59 22 18 
Hyperinflation adjustment in respect of Turkey (note 1 (f))10 — — 
Hyperinflation adjustment in respect of Venezuela (note 1 (f)) 
Interest income in respect of direct and indirect tax8 15 
Unwinding of discounts — 
Total other finance income77 29 35 
Net finance charge in respect of post employment plans in deficit (note 14)(15)(12)(13)
Hyperinflation adjustment in respect of Turkey (note 1 (f)) (34)— 
Hyperinflation adjustment in respect of Venezuela (note 1 (f))(2)— — 
Hyperinflation adjustment and foreign exchange revaluation of monetary items in respect of Lebanon (note 1 (f)) (3)(8)
Unwinding of discounts(13)(11)(20)
Interest charge in respect of direct and indirect tax(25)(16)(11)
Change in financial liability (Level 3)(8)(20)(7)
Guarantee fees(1)(1)(1)
Other finance charges(12)(1)— 
Total other finance charges(76)(98)(60)
Net other finance income/(charges)1 (69)(25)
(1)    Includes £27£81 million interest income and £(417)£(522) million interest charge in respect of financial assets and liabilities that are not measured at fair value through income statement (2021(2022 – £27 million income and £(417) million charge; 2021 – £28 million income and £(429) million charge; 2020 – £46 million income and £(471) million charge).


236224

Financial statements (continued)
6. Investments in associates and joint ventures

Accounting policies
An associate is an undertaking in which the group has a long-term equity interest and over which it has the power to exercise significant influence. A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the arrangement. The group’s interest in the net assets of associates and joint ventures is reported in investments in the consolidated balance sheet and its interest in their results (net of tax) is included in the consolidated income statement below the group’s operating profit. Associates and joint ventures are initially recorded at cost including transaction costs. Investments in associates and joint ventures are reviewed for impairment whenever events or circumstances indicate that the carrying amount may not be recoverable. The impairment review compares the net carrying value with the recoverable amount, where the recoverable amount is the higher of the value in use calculated as the present value of the group’s share of the associate’s future cash flows and its fair value less costs of disposal.

Diageo’s principal associate is Moët Hennessy of which Diageo owns 34%. Moët Hennessy is the wines and spirits subsidiarydivision of LVMH Moët Hennessy Louis Vuitton SA (LVMH). LVMH is based in France and is listed on the Paris Stock Exchange. Moët Hennessy is also based in France and is a producer and exporter of champagne and cognac brands.
A number of joint distribution arrangements have been established with LVMH in Asia Pacific and France, principally covering distribution of Diageo’s Scotch whisky and gin premium brands and Moët Hennessy’s champagne and cognac premium brands. Diageo and LVMH have each undertaken not to engage in any champagne or cognac activities competing with those of Moët Hennessy. The arrangements also contain certain provisions for the protection of Diageo as a non-controlling shareholder in Moët Hennessy.

(a) An analysis of the movement in the group’s investments in associates and joint ventures is as follows:
 Moët
Hennessy
£ million
Others
£ million
Total
£ million
Cost less provisions
At 30 June 20203,395 162 3,557 
Exchange differences(228)(12)(240)
Additions— 38 38 
Share of profit/(loss) after tax335 (1)334 
Dividends(289)(1)(290)
Share of movements in other comprehensive income and equity(85)— (85)
Transfer— 
Impairment charged during the year— (8)(8)
At 30 June 20213,128 180 3,308 
Exchange differences48 12 60 
Additions 65 65 
Share of profit/(loss) after tax425 (8)417 
Dividends(186)(4)(190)
Share of movements in other comprehensive income and equity(6) (6)
Impairment charged during the year (2)(2)
At 30 June 20223,409 243 3,652 
 Moët
Hennessy
£ million
Others
£ million
Total
£ million
Cost less provisions
At 30 June 20213,128 180 3,308 
Exchange differences48 12 60 
Additions— 65 65 
Share of profit/(loss) after tax425 (8)417 
Dividends(186)(4)(190)
Share of movements in other comprehensive income and equity(6)— (6)
Impairment charged during the year (2)(2)
At 30 June 20223,409 243 3,652 
Exchange differences(51)(8)(59)
Additions 93 93 
Share of profit/(loss) after tax379 (9)370 
Step acquisition (17)(17)
Dividends(214)(5)(219)
Share of movements in other comprehensive income and equity36  36 
Transfer 1 1 
Impairment charged during the year (28)(28)
At 30 June 20233,559 270 3,829 
(i)     Investment in associates balance includes loans given to and preference shares invested in associates of £163£168 million (2021(2022£108£163 million).
(ii)    If certain performance targets are met by associates in the Distill Ventures programme, an additional £22£27 million (2021(2022£33£22 million) will be invested in those associates.
225

Financial statements (continued)
(b) Moët Hennessy prepares its financial statements under IFRS as endorsed by the EU in euros to 31 December each year. The results arewere adjusted for alignment towith Diageo accounting policies and are a major part of the Wines & Spirits division of LVMH. The resultswere translated at £1 = €1.18 (2021€1.15 (2022£1£1 = €1.13; 2020€1.18; 2021£1£1 = €1.14)€1.13).
Income statement information for the three years ended 30 June 20222023 and balance sheet information as at 30 June 20222023 and 30 June 20212022 of Moët Hennessy isare as follows:
 2022
£ million
2021
£ million
2020
£ million
Sales5,553 4,819 4,425 
Profit for the year1,250 985 838 
Total comprehensive income1,269 999 765 
 2023
£ million
2022
£ million
2021
£ million
Sales6,003 5,553 4,819 
Profit for the year1,117 1,250 985 
Total comprehensive income1,161 1,269 999 
237

Financial statements (continued)

 2022
£ million
2021
£ million
Non-current assets5,957 5,320 
Current assets8,447 7,800 
Total assets14,404 13,120 
Non-current liabilities(1,791)(1,665)
Current liabilities(2,415)(2,256)
Total liabilities(4,206)(3,921)
Net assets10,198 9,199 
 2023
£ million
2022
£ million
Non-current assets6,774 5,957 
Current assets9,155 8,447 
Total assets15,929 14,404 
Non-current liabilities(2,108)(1,791)
Current liabilities(3,160)(2,415)
Total liabilities(5,268)(4,206)
Net assets10,661 10,198 
(i)    Including acquisition fair value adjustments principally in respect of Moët Hennessy’s brands and translated at £1 = €1.16 (2021€1.17 (2022 – £1 = €1.17)€1.16).

(c) Information on transactions between the group and its associates and joint ventures is disclosed in note 21.
(d) Investments in associates and joint ventures comprise the cost of shares less goodwill written off on acquisitions prior to 1 July 1998 of £1,340£1,384 million (2021(2022£1,254£1,340 million), plus the group’s share of post acquisition reserves of £2,312£2,445 million (2021(2022£2,054£2,312 million).
(e) The associates and joint ventures have not reported any material contingent liabilities in their latest financial statements.

7. Taxation

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 benefitstreatments are not recognised unless it is probable that a tax authority will accept the tax positions are sustainable.treatment. Once considered to be probable, tax benefitstreatments are reviewed each year to assess whether a provision should be taken against full recognition of the benefittreatment on the basis of potential settlement through negotiation and/or litigation.litigation with the relevant tax authorities. Tax provisions are included in current liabilities. Penalties and interest on tax liabilities are included in operating profit and finance charges, respectively.
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.purposes, except for deferred tax provision arising on goodwill from business combinations. The amount of deferred tax reflects the expected recoverable amount and is based on the 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 jurisdictions in which it operates. Management is required to estimate the amount that should be recognised as a tax liability or tax asset in many countries which are subject to tax audits which by their nature are often complex and can take several years to resolve; current tax balances are based on such estimations. Tax provisions are based on management’s judgement and 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 a subsequent period which could have a material impact on the group’s profit for the year.
The evaluation of deferred tax asset recoverability requires estimates to be made regarding the availability of future taxable income. For brands with an indefinite life, management’s primary intention is to recover the book value through a potential sale in the future, and therefore the deferred tax on the brand value is generally recognised using the appropriate country capital gains tax rate. To the extent
226

Financial statements (continued)
brands with an indefinite life have been impaired, management considers this to be an indication of recovery through use and in such a case deferred tax on the brand value is recognised using the appropriate country corporate income tax rate.

238

Financial statements (continued)
(a) Analysis of taxation charge for the year
 United KingdomRest of worldTotal
 2022
£ million
2021
£ million
2020
£ million
2022
£ million
2021
£ million
2020
£ million
2022
£ million
2021
£ million
2020
£ million
Current tax
Current year174 100 108 867 684 589 1,041 784 697 
Adjustments in respect of prior years10 16 28 (25)26 29 (19)
184 101 114 883 712 564 1,067 813 678 
Deferred tax
Origination and reversal of temporary differences 13 24 21 18 (143)21 31 (119)
Changes in tax rates2 46 1 32 39 3 78 45 
Adjustments in respect of prior years — (42)(23)(15)(42)(15)(15)
2 67 30 (20)27 (119)(18)94 (89)
Taxation on profit186 168 144 863 739 445 1,049 907 589 
 United KingdomRest of worldTotal
 2023
£ million
2022
£ million
2021
£ million
2023
£ million
2022
£ million
2021
£ million
2023
£ million
2022
£ million
2021
£ million
Current tax
Current year160 174 100 879 867 684 1,039 1,041 784 
Adjustments in respect of prior years33 10 (39)16 28 (6)26 29 
193 184 101 840 883 712 1,033 1,067 813 
Deferred tax
Origination and reversal of temporary differences25 — 13 (70)21 18 (45)21 31 
Changes in tax rates— 46 11 32 11 78 
Adjustments in respect of prior years6 — (35)(42)(23)(29)(42)(15)
31 67 (94)(20)27 (63)(18)94 
Taxation on profit224 186 168 746 863 739 970 1,049 907 

(b) Exceptional tax (credits)/charges
The taxation charge includes the following exceptional items:
 2022
£ million
2021
£ million
2020
£ million
Brand and tangible asset impairment(1)
(55)— (165)
Sale of Picon brand23 — — 
Winding down Russian operations3 — — 
Donations(2)
(2)(5)— 
Tax rate change in the United Kingdom(3)
 46 — 
Tax rate change in the Netherlands(4)
 42 — 
Obsolete inventories (7)
Substitution drawback 20 
Guaranteed minimum pension equalisation (1)— 
Other items — (2)
(31)84 (154)
 2023
£ million
2022
£ million
2021
£ million
Brand impairment(1)
(124)(55)— 
US guarantee fee claim(2)
(57)— — 
Supply chain agility programme(23)— — 
Distribution termination fee(11)— — 
Disposal of businesses and brands(3)
29 23 — 
Winding down Russian operations — 
Tax rate change in the United Kingdom(4)
 — 46 
Tax rate change in the Netherlands(5)
 — 42 
Other items (2)(4)
(186)(31)84 
(1) In the year ended 30 June 2023, an exceptional tax credit of £124 million was recognised mainly in respect of the impairment of the McDowell's brand. In the year ended 30 June 2022, the exceptional tax credit of £55 million consists of tax impact on the impairment of the McDowell's and Bell's brandbrands for £35 million and £20 million respectively. In the year ended 30 June 2020, the exceptional tax credit of £165 million consisted of tax impact on the impairment of the Windsor and USL brands for £105 million and £25 million, respectively, and exceptional tax credits in respect of fixed assets impairments in Nigeria and Ethiopia of £25 million and £10 million, respectively.
(2) In the year ended 30 June 2020, Diageo launched the “Raising the Bar” programme to support pubs and bars to welcome customers back and recover following the Covid-19 pandemic, including a commitment2023, an exceptional tax credit of $100£57 million (£81 million) over a period of up to two years from 1 July 2020. Due to uncertainty on the precise nature of the spend, it could not be determined whether the amounts were deductible for tax purposes in future periods. As a result, no deferred tax asset was recognised in respect of the provisiondeductibility of fees paid to Diageo plc for guaranteeing externally issued debt of US group entities. Following engagement with the tax authorities, guarantee fees for the periods ended 30 June 2012 to 30 June 2022 are fully deductible.
(3)    In the year ended 30 June 2020. Based on additional information becoming available for re-assessment,2023, the exceptional net tax charge of £29 million mainly comprised of a £2tax charge of £42 million (30 June 2021 – £5 million) exceptionalin respect of the sale of Guinness Cameroun S.A., partly offset by a tax credit was recognised forof £10 million in respect of the sale of certain USL businesses. In the year ended 30 June 2022.2022, a £23 million exceptional tax charge was recognised in respect of the gain on the sale of the Picon brand.
(3)(4) On 24 May 2021, legislation was substantively enacted in the UK to increase the corporate tax rate to 25% with effect from 1 April 2023. As a result of the change, an exceptional tax charge of £46 million was recognised for the year ended 30 June 2021 in relation to the remeasurement of deferred tax assets and liabilities. In addition, there was a one-off charge of £48 million to other comprehensive income and equity, mainly in respect of the remeasurement of the deferred tax liabilities on the post employment assets.
(4)(5) On 15 December 2020, legislation was substantively enacted in the Netherlands to maintain the headline corporate tax rate at 25%, reversing a previously enacted reduction in the corporate tax rate to 21.7% from 2021. As a result of the change, an exceptional tax charge of £42 million was recognised for the year ended 30 June 2021 in relation to the remeasurement of deferred tax liabilities. DuringIn the year ended 30 June 2022, the Dutch Senate enacted an increased tax rate of 25.8%. The remeasurement of deferred tax liabilities was recognised as an underlying tax charge.
239227

Financial statements (continued)

(c) Taxation rate reconciliation and factors that may affect future tax charges
 2022
£ million
2022
%
2021
£ million
2021
%
2020
£ million
2020
%
Profit before taxation4,387 3,706 2,043 
Notional charge at UK corporation tax rate833 19.0 704 19.0 388 19.0 
Elimination of notional tax on share of after tax results of associates and joint ventures(79)(1.8)(63)(1.7)(54)(2.6)
Differences in overseas tax rates161 3.7 128 3.5 53 2.6 
Effect of intra-group financing  — — (13)(0.6)
Non-taxable gain on disposals of businesses  (2)(0.1)— — 
Step-up gain  — — (2)(0.1)
Other tax rate and tax base differences  — — (47)(2.3)
Other items not chargeable(49)(1.1)(52)(1.4)(60)(3.0)
Impairment36 0.8 — — 135 6.6 
Non-deductible losses on disposals of businesses21 0.5 — — 0.3 
Other items not deductible(1)
58 1.3 67 1.8 115 5.6 
Irrecoverable withholding taxes39 0.9 25 0.7 36 1.7 
Movement in provision in respect of uncertain tax positions(2)
42 0.9 — 0.3 
Changes in tax rates(3)
3 0.1 78 2.1 45 2.2 
Adjustments in respect of prior years(4)
(16)(0.4)21 0.6 (19)(0.9)
Taxation on profit1,049 23.9 907 24.5 589 28.8 
Tax rate before exceptional items 22.5 — 22.2 — 21.7 
 2023
£ million
2023
%
2022
£ million
2022
%
2021
£ million
2021
%
Profit before taxation4,736 4,387 3,706 
Notional charge at UK corporation tax rate971 20.5 833 19.0 704 19.0 
Elimination of notional tax on share of after tax results of associates and joint ventures(76)(1.6)(79)(1.8)(63)(1.7)
Differences in overseas tax rates95 2.0 161 3.7 128 3.5 
Disposal of businesses and brands(42)(0.9)21 0.5 (2)(0.1)
Other items not chargeable(63)(1.3)(49)(1.1)(52)(1.4)
Impairment(2) 36 0.8 — — 
Other items not deductible71 1.5 58 1.3 67 1.8 
Irrecoverable withholding taxes38 0.8 39 0.9 25 0.7 
Movement in provision in respect of uncertain tax positions(1)
27 0.6 42 0.9 — 
Changes in tax rates(2)
11 0.2 0.1 78 2.1 
Adjustments in respect of prior years(3)
(60)(1.3)(16)(0.4)21 0.6 
Taxation on profit970 20.5 1,049 23.9 907 24.5 
Tax rate before exceptional items 23.0 — 22.5 — 22.2 
(1) Other items not deductible include additional state and local taxes and other expenses.
(2) Movement in provision in respect of uncertain tax positions includes both current and prior year uncertain tax position movements.
(3)(2)    Changes in tax rates for the year ended 30 June 2021 are mainly due to the tax rate change in the Netherlands and the United Kingdom. Changes in tax rates for the year ended 30 June 2020 are mainly due to the Netherlands, UK, India and Kenya.
(4)(3)    Excludes prior year movement in provisions. Also included an exceptional tax credit of £57 million in respect of the deductibility of fees paid to Diageo plc for guaranteeing externally issued debt of its US group entities.
    
The table above reconciles the notional taxation charge calculated at the UK tax rate, to the actual total tax charge. As a group 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 group’s worldwide business leads to the consideration of a number 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.
Significant ongoing changes in the international tax environment and an increase in global tax audit activity means that tax uncertainties and associated risks have been gradually increasing. In the medium term, these risks could result in an increase in tax liabilities or adjustments to the carrying value of deferred tax assets and liabilities. See note 19 (f).
The group has a number of ongoing tax audits worldwide for which provisions are recognised in line with the relevant accounting standard, taking into account best estimates and management’s judgements concerning the ultimate outcome of the tax audit.audits. For the year ended 30 June 20222023, the ongoing audits that are provided for individually are not expected to result in a material tax liability. The current tax asset of £149£232 million (30 June 20212022£145£149 million) and tax liability of £252£135 million (30 June 20212022£146£252 million) include £156173 million (30 June 20212022£129156 million) of provisions for tax uncertainties.
The cash tax paid forin the year ended 30 June 20222023 amounts to £949£1,201 million (30 June 20212022£852£949 million) and is £100231 million lowerhigher than the current tax charge (30 June 20212022£39£100 million higher)lower). This arises as a result of timing differences between the accrual of income taxes, the movement in the provision for uncertain tax positions and the actual payment of cash.
On 20In December 2021, the OECD released a framework for Pillar Two Model Rules which will introduce a global minimum corporate tax rate of 15% applicable to multinational enterprise groups with global revenue over €750 million. In addition,The legislation implementing the rules in the UK was substantively enacted on 20 July 2022, HM Treasury released draft UK legislation that would commence for accounting periods starting on or after 31 DecemberJune 2023 (i.e.and will apply to Diageo from the financial year ending 30 June 2025 for Diageo).onwards. Diageo is reviewing this draft legislation and also monitoring the status of implementation of the model rules outside of the UK to understand the potential impact on the group.

Diageo has applied the temporary exception under IAS 12 in relation to the accounting for deferred taxes arising from the implementation of the Pillar Two rules.
240228

Financial statements (continued)
(d) Deferred tax assets and liabilities
Deferred tax recognised in the consolidated balance sheet comprise the following net deferred tax (liabilities)/assets:
 Property,
plant and
equipment
£ million
Intangible
assets
£ million
Post
employment
plans
£ million
Tax losses
£ million
Other
temporary
differences(1)
£ million
Total
£ million
At 30 June 2020(340)(1,736)(72)61 234 (1,853)
Exchange differences26 176 (7)(5)(17)173 
Recognised in income statement(28)(19)— 29 (16)
Reclassification— — — (7)— 
Recognised in other comprehensive loss and equity— — (6)— (2)(8)
Tax rate change – recognised in income statement(39)(48)(2)10 (78)
Tax rate change – recognised in other comprehensive loss and equity— — (44)— (4)(48)
Acquisition of subsidiaries— (16)— — (15)
At 30 June 2021(381)(1,636)(129)57 244 (1,845)
Exchange differences(21)(155)3 3 17 (153)
Recognised in income statement(42)(3)(10)2 74 21 
Reclassification2 40   (7)35 
Recognised in other comprehensive loss and equity(20)(104)(103) 20 (207)
Tax rate change – recognised in income statement(1)(3) 1  (3)
Tax rate change – recognised in other comprehensive loss and equity  (22) 2 (20)
Acquisition of businesses (31)   (31)
Sale of businesses(5)   3 (2)
At 30 June 2022(468)(1,892)(261)63 353 (2,205)
 Property,
plant and
equipment
£ million
Intangible
assets
£ million
Post
employment
plans
£ million
Tax losses
£ million
Other
temporary
differences(1)
£ million
Total
£ million
At 30 June 2021(381)(1,636)(129)57 244 (1,845)
Exchange differences(21)(155)17 (153)
Recognised in income statement(42)(3)(10)74 21 
Reclassification40 — — (7)35 
Recognised in other comprehensive loss and equity(20)(104)(103)— 20 (207)
Tax rate change – recognised in income statement(1)(3)— — (3)
Tax rate change – recognised in other comprehensive loss and equity— — (22)— (20)
Acquisition of subsidiaries— (31)— — — (31)
Sale of businesses(5)— — — (2)
At 30 June 2022(468)(1,892)(261)63 353 (2,205)
Exchange differences33 113 (3)1 (10)134 
Recognised in income statement(30)93 2 (15)24 74 
Recognised in other comprehensive income and equity(6)(30)152  (50)66 
Tax rate change – recognised in income statement(1)(12)(1) 3 (11)
Acquisition of subsidiaries (71)   (71)
Transfer from asset held for sale(2)(37)  5 (34)
Sale of businesses10  (1) (4)5 
At 30 June 2023(464)(1,836)(112)49 321 (2,042)
(1)    Deferred tax on other temporary differences includes hyperinflation, fair value movement on cross-currency swaps, interest and finance costs, share-based payments and intra-group sales of products.

After offsetting deferred tax assets and liabilities where appropriate within territories,that relate to taxes levied by the same taxation authority on the same taxable fiscal unit, the net deferred tax liability comprises:
 2022
£ million
2021
£ million
Deferred tax assets114 100 
Deferred tax liabilities(2,319)(1,945)
(2,205)(1,845)
 2023
£ million
2022
£ million
Deferred tax assets141 114 
Deferred tax liabilities(2,183)(2,319)
(2,042)(2,205)

Deferred tax assets of £114£141 million include £47£65 million (20212022£48£47 million) arising in jurisdictions with prior year taxable losses, primarily in respect of Germany and Brazil. It is considered more likely than not that there will be sufficient future taxable profits to realise these deferred tax assets, which for the most part arose on losses from a historic one-off transaction, and on existing provisions. The majority of whichdeferred tax assets can be carried forward indefinitely. From the total recognised tax losses of £49 million, it is expected that £10 million will be utilised in the year ending 30 June 2024.

(e) Unrecognised deferred tax assets
The following table below shows the tax value of tax losses which has not been recognised due to uncertainty over their utilisation in future periods. The gross value of those losses is £674£632 million (20212022£708674 million).
 2022
£ million
2021
£ million
Capital losses – indefinite98 105 
Trading losses – indefinite25 23 
Trading and capital losses – expiry dates up to 203246 50 
169 178 
 2023
£ million
2022
£ million
Capital losses – indefinite98 98 
Trading losses – indefinite24 25 
Trading and capital losses – expiry dates up to 203239 46 
161 169 

Additionally, no deferred tax asset has been recognised in respect of certain temporary differences arising from brand valuations, as the group is not planning to sell those brands thus the benefit from the temporary differences is unlikely to be realised.
241229

Financial statements (continued)
(f) Unrecognised deferred tax liabilities
Relevant legislation largely exempts overseas dividends remitted from tax. A tax liability is more likely to arise in respect of withholding taxes levied by the overseas jurisdiction. Deferred tax is provided where there is an intention to distribute earnings, and a tax liability arises. It is impractical to estimate the amount of unrecognised deferred tax liabilities in respect of these unremitted earnings.
The aggregate amount of temporary differences in respect of investments in subsidiaries, branches, interests in associates and joint ventures for which deferred tax liabilities have not been recognised is approximately £21.0£19.8 billion (2021(2022£16.4£21.0 billion).

242230

Financial statements (continued)
Operating assets and liabilities

Introduction
This section describes the assets used in the group’s operations and the liabilities incurred. Liabilities relating to the group’s financing activities are included in section ‘Risk management and capital structure’ and balance sheet information in respect of associates, joint ventures and taxation are covered in section ‘Results for the year’. This section also provides detailed disclosures on the group’s recent acquisitions and disposals, performance and financial position of its defined benefit post employment plans.

8. Acquisition and sale of businesses and brands and purchase of non-controlling interests

Accounting policies
The consolidated financial statements include the results of the company and its subsidiaries together with the group’s attributable share of the results of associates and joint ventures. The results of subsidiaries acquired or sold are included in the income statement from, or up to, the date that control passes.
Business combinations are accounted for using the acquisition method. Identifiable assets, liabilities and contingent liabilities acquired are measured at fair value at acquisition date. The consideration payable is measured at fair value and includes the fair value of any contingent consideration. Among other factors, the group considers the nature of, and compensation for the selling shareholders' continuing employment to determine if any contingent payments are for post-combination employee services, which are excluded from consideration.
On the acquisition of a business, or of an interest in an associate or joint venture, fair values, reflecting conditions at the date of acquisition, are attributed to the net assets, including identifiable intangible assets and contingent liabilities acquired. Directly attributable acquisition costs in respect of subsidiary companies acquired are recognised in other external charges as incurred.
The non-controlling interests on the date of acquisition can be measured either at the fair value or at the non-controlling shareholder’s proportion of the net fair value of the identifiable assets assumed. This choice is made separately for each acquisition.
Where the group has issued a put option over shares held by a non-controlling interest, the group derecognises the non-controlling interests and instead recognises a contingent deferred consideration liability for the estimated amount likely to be paid to the non-controlling interest on the exercise of those options. Movements in the estimated liability in respect of put options are recognised in retained earnings.
Transactions with non-controlling interests are recorded directly in retained earnings.
For all entities in which the company directly or indirectly owns equity, a judgement is made to determine whether it controls and therefore should fully consolidate the investee. An assessment is carried out to determine whether the group has the exposure or rights to the variable returns of the investee and has the ability to affect those returns through its power over the investee. To establish control, an analysis is carried out of the substantive and protective rights that the group and the other investors hold. This assessment is dependent on the activities and purpose of the investee and the rights of the other shareholders, such as which party controls the board, executive committee and material policies of the investee. Determining whether the rights that the group holds are substantive, requires management judgement.
Where less than 50% of the equity of an investee is held, and the group holds significantly more voting rights than any other vote holder or organised group of vote holders, this may be an indicator of de facto control. An assessment is needed to determine all the factors relevant to the relationship with the investee to ascertain whether control has been established and whether the investee should be consolidated as a subsidiary. Where voting power and returns from an investment are split equally between two entities then the arrangement is accounted for as a joint venture.
On an acquisition, fair values are attributed to the assets and liabilities acquired. This may involve material judgement to determine these values.
243231

Financial statements (continued)
(a) Acquisition of businesses
Fair value of net assets acquired and cash consideration paid in respect of the acquisition of subsidiaries in the three years ended 30 June 20222023 were as follows:
 Net assets acquired and consideration
 21Seeds
£ million
Other
£ million
2022
£ million
2021
£ million
2020
£ million
Brands and other intangibles84 36 120 334 102 
Property, plant and equipment   15 — 
Inventories4 2 6 12 
Other working capital 3 3 (3)(3)
Deferred tax(20)(11)(31)(15)(19)
Borrowings   (8)— 
Cash1  1 
Fair value of assets and liabilities69 30 99 339 84 
Goodwill arising on acquisition48 22 70 274 
Settlement of pre-existing relationship (1)(1)— — 
Step acquisitions (6)(6)— (23)
Consideration payable117 45 162 613 69 
Satisfied by:
Cash consideration paid(62)(26)(88)(358)(27)
Contingent consideration payable(55)(15)(70)(253)(42)
Deferred consideration payable (4)(4)(2)— 
(117)(45)(162)(613)(69)
 Net assets acquired and consideration
 Don Papa
£ million
Other
£ million
2023
£ million
2022
£ million
2021
£ million
Brands and other intangibles293 45 338 120 334 
Property, plant and equipment1 24 25 — 15 
Inventories6 21 27 12 
Other working capital(2)(1)(3)(3)
Deferred tax(67)(4)(71)(31)(15)
Borrowings   — (8)
(Overdraft)/Cash(1)1  
Fair value of assets and liabilities230 86 316 99 339 
Goodwill arising on acquisition64 28 92 70 274 
Settlement of pre-existing relationship   (1)— 
Step acquisitions (11)(11)(6)— 
Consideration payable294 103 397 162 613 
Satisfied by:
Cash consideration paid(218)(98)(316)(88)(358)
Contingent consideration payable(72)(4)(76)(70)(253)
Deferred consideration payable(4)(1)(5)(4)(2)
(294)(103)(397)(162)(613)
Cash consideration paid in respect of the acquisition of businesses and purchase of shares of non-controlling interests in the three years ended 30 June 20222023 were as follows:
Consideration
2022
£ million
2021
£ million
2020
£ million
Acquisitions in the year - subsidiaries
Cash consideration paid(88)(358)(27)
Prior year acquisitions - subsidiaries
Contingent consideration paid for Casamigos(83)(89)(49)
Other consideration(36)(7)(9)
Investments in associates
Cash consideration paid(4)— (6)
Capital injection(61)(38)(41)
Cash acquired
Net cash outflow on acquisition of businesses(271)(488)(130)
Purchase of shares of non-controlling interests (42)(62)
Total net cash outflow(271)(530)(192)
Consideration
2023
£ million
2022
£ million
2021
£ million
Acquisitions in the year - subsidiaries
Cash consideration paid(316)(88)(358)
Cash acquired 
Prior year acquisitions - subsidiaries
Contingent consideration paid for Casamigos (83)(89)
Other consideration(26)(36)(7)
Investments in associates
Cash consideration paid(14)(4)— 
Capital injection(79)(61)(38)
Net cash outflow on acquisition of businesses(435)(271)(488)
Purchase of shares of non-controlling interests(146)— (42)
Total net cash outflow(581)(271)(530)

244232

Financial statements (continued)
Acquisitions in the year
On 10 March 2023, Diageo completed the acquisition of Kanlaon Limited and Chat Noir Co. Inc., (the owner of Don Papa Rum) to support Diageo’s participation in the super-premium dark rum segment for upfront cash consideration of €246 million (£218 million), deferred consideration of €4 million (£4 million) and contingent consideration of up to €178 million (£158 million) through to 2028 subject to certain financial performance targets, reflecting the brand’s expected growth potential. The fair value of the contingent consideration of €82 million (£72 million) was estimated by calculating the present value of the future expected cash flows which is dependent on management’s estimates in respect of the forecasting of future cash flows and the discount rates applicable to the future cash flows. The goodwill arising on the acquisition of Don Papa Rum represents expected revenue synergies and the acquired workforce. Don Papa Rum contributed £10 million to net sales and £15 million operating loss to the period, out of which £15 million is related to acquisition transaction and integration costs in the year ended 30 June 2023. The fair value measurement of assets and liabilities acquired is in progress. The fair values of assets and liabilities acquired are provisional and will be finalised in the year ending 30 June 2024. Diageo completed further acquisitions in the year ended 30 June 2023: (i) on 29 September 2022, the acquisition of the remaining issued share capital of Mr Black Spirits Pty Ltd, owner of Mr Black, the Australian premium cold brew coffee liqueur, that it did not already own; and (ii) on 2 November 2022, the acquisition of the entire issued share capital of Balcones Distilling, a Texas craft distiller and one of the leading producers of American single malt whiskey in the United States. The aggregate up-front cash consideration paid on completion of these transactions in the year ended 30 June 2023 was £98 million.

Prior year acquisitions
On 31 March 2022, Diageo acquired 100% equity interest in 21Seeds, to support Diageo's participation in the super premium flavoured tequila segment, for a total consideration of £62 million upfront in cash and a contingent consideration of up to £61 million linked to performance targets. The goodwill arising on the acquisition of 21Seeds represents expected revenue synergies and acquired workforce. The fair values of assets and liabilities acquired are provisional and will be finalised in the year ending 30 June 2023.
Diageo completed further acquisitions in the year ended 30 June 2022, including (i) on 27 January 2022, the acquisition of Casa UM, to expand Reserve portfolio with premium artisanal mezcal brand, Mezcal Unión and (ii) on 29 June 2022, the acquisition of Vivanda, owner of the technology behind 'What's your Whisky' platform and the Journey of Flavour experience at Johnnie Walker Princes Street, to support Diageo's ambition to provide customised brand experiences across all channels. The aggregate upfront cash consideration paid on completion of these transactions in the year ended 30 June 2022 was £26 million. In addition, these transactions included provision for further contingent consideration of up to £18 million in aggregate, linked to performance targets and a further deferred consideration of £4 million.

Prior year acquisitions
On 30 September 2020, Diageo completed the acquisition of Aviation Gin LLC (Aviation Gin) and Davos Brands LLC (Davos Brands) to support Diageo's participation in the super-premium gin segment for a total consideration of $337 million (£263 million) upfront in cash and contingent consideration of up to $275 million (£214 million) linked to performance targets.

Diageo also completed a number of additional acquisitions in the year ended 30 June 2021, comprising: (i) on 26in February 2021, the acquisition of Chase Distillery Limited, to further support Diageo's participation in the premium-plus gin segment in the United Kingdom; (ii) on 8in March 2021, the acquisition of Far West Spirits LLC, owner of the Lone River Ranch Water brand, to improve Diageo's participation in the ready to drink category in the United States; and (iii) on 14in April 2021, the acquisition of Sons of Liberty Spirits Company, to expand Diageo's spirits-based ready to drink portfolio with Loyal 9 Cocktails. The aggregate upfront cash consideration paid on completion of these 3three transactions in the year ended 30 June 2021 was £95 million. In addition, 2two of these transactions included provision for further contingent consideration of up to £86 million in aggregate, in each case linked to performance targets, and one of the transactions provided for a further £2 million of deferred consideration, of which £1 million was paid by 30 June 2021.
During the year ended 30 June 2020, Diageo completed a number of acquisitions, the largest of these were Seedlip Ltd and Anna Seed 83 Ltd, the brand owners of Seedlip and Æcorn distilled non-alcoholic spirits and aperitifs, both of which completed on 6 August 2019.
During the prior years Diageo completed a number of smaller acquisitions of brands, distribution rights and equity interests in various drinks businesses and made contingent consideration payments in respect of prior year acquisitions.

Purchase of shares of non-controlling interests
On 24 March 2023, Diageo completed the purchase of 14.97% of the share capital of EABL for an aggregate consideration of KES 22,732 million (£142 million) in cash and transaction costs of £4 million. This took Diageo’s shareholding in EABL from 50.03% to 65%. EABL was already controlled and therefore consolidated prior to this transaction.
In the yearsyear ended 30 June 2021, and 2020, East African Breweries Ltd,EABL, a Diageo subsidiary completed the acquisition of 30% and 4%, respectively, of shares in Serengeti Breweries Limited for a consideration of $55 million (£42 million) and $3 million (£2 million) in cash respectively and £16 million in the form of shareholder loan from two Diageo subsidiaries in 2021, increasing Diageo's effective economic interest from 39.2%40.2% to 47.0%.
All transactions were recognised in retained earnings.
In August 2019 and February 2020, in two separate purchases, Diageo acquired shares in United Spirits Limited (USL) for INR 5,495 million (£60 million), which increased Diageo’s percentage of shares owned in USL from 54.78% to 55.94% (excluding 2.38% owned by the USL Benefit Trust).


245233

Financial statements (continued)
(b) Sale of businesses and brands

Cash consideration received and net assets disposed of in respect of sale of businesses and brands in the three years ended 30 June 20222023 were as follows:

2022
£ million
2021
£ million
2020
£ million
Sale consideration
Cash received106 14 11 
Overdraft disposed of2 — — 
Transaction and other directly attributable costs paid(26)— — 
Net cash received82 14 11 
Transaction costs payable(16)(1)
66 15 10 
Net assets disposed of
Goodwill(14)— — 
Property, plant and equipment(11)(2)(1)
Investment in associates — (1)
Assets and liabilities held for sale — (30)
Inventories(4)— — 
Other working capital15 — 
Other borrowings1 — — 
Corporate tax(5)— — 
Deferred tax(2)— — 
(20)(1)(32)
Impairment charge recognised up until the date of sale — (7)
Exchange recycled from other comprehensive income(63)— (4)
(Loss)/gain on disposal before taxation(17)14 (33)
Taxation(23)— — 
(Loss)/gain on disposal after taxation(40)14 (33)
Guinness Cameroun S.A.
£ million
Other
£ million
2023
£ million
2022
£ million
2021
£ million
Sale consideration
Cash received384 115 499 106 14 
(Cash)/overdraft disposed of(13) (13)— 
Transaction and other directly attributable costs paid(17)(7)(24)(26)— 
Net cash received354 108 462 82 14 
Transaction costs payable(8)3 (5)(16)
346 111 457 66 15 
Net assets disposed of
Goodwill   (14)— 
Property, plant and equipment(103)(3)(106)(11)(2)
Assets and liabilities held for sale (79)(79)— — 
Inventories(24)(4)(28)(4)— 
Other working capital69  69 15 
Other borrowings2  2 — 
Corporate tax(3) (3)(5)— 
Deferred tax5  5 (2)— 
Post employment benefit liabilities4  4 — — 
(50)(86)(136)(20)(1)
Impairment charge recognised up until the date of sale(3) (3)— — 
Exchange recycled from other comprehensive income17 1 18 (63)— 
Gain/(loss) on disposal before taxation310 26 336 (17)14 
Taxation(42)13 (29)(23)— 
Gain/(loss) on disposal after taxation268 39 307 (40)14 



On 26 May 2023, Diageo completed the sale of Guinness Cameroun S.A., its brewery in Cameroon. The aggregate consideration for the disposal was £384 million, the disposed net asset of £63 million mainly included property, plant and equipment and trade and other payables. The transaction resulted in a non-operating exceptional gain of £310 million. The disposed Cameroon operations contributed net sales of £101 million (2022 – £124 million; 2021 – £113 million), operating profit of £26 million (2022– £27 million; 2021– £22 million) in the year ended 30 June 2023.
On 30 September 2022, Diageo completed the sale of the Popular brands of its USL business. The aggregate consideration for the disposal was £87 million, the disposed net assets included net working capital of £31 million and brands of £22 million, and £16 million goodwill was derecognised. The transaction resulted in a non-operating exceptional gain of £4 million. Popular brands contributed net sales of £34 million (2022– £139 million; 2021 – £148 million), operating profit of £5 million (2022– £26 million; 2021– £30 million) in the year ended 30 June 2023.

On 25 April 2022, Diageo sold its Ethiopian subsidiary, Meta Abo Brewery Share Company. A loss of £95 million was recognised as a non-operating item attributable to the sale, including cumulative translation losses in the amount of £63 million recycled to the income statement.
On 10 May 2022, Diageo completed the sale of the Picon brand for an upfront consideration of €117 million (£100 million). The gain of £91 million, net of disposal cost, was recognised as a non-operating item in the income statement.
In the year ended 30 June 2022, ZAR133ZAR 133 million (£6 million) (2021 – £10 million) of deferred consideration was paid to Diageo in respect of the sale of United National Breweries. The disposal was completed on 1 April 2020 for an aggregate consideration of ZAR 600 million (£27 million) from which ZAR 378 million (£17 million) was deferred.
Prior year disposals further included the sale of certain United Spirits LimitedUSL subsidiaries in the year ended 30 June 2021 for an aggregate consideration of £3 million, which resulted in an exceptional gain of £3 million.




246234

Financial statements (continued)


(c) Assets and liabilities held for sale
Windsor
business
£ million
USL Popular brands
£ million
2022
£ million
Intangible assets145 20 165 
Property, plant and equipment12 
Other investments— 
Inventories15 21 
Trade and other receivables22 23 
Assets held for sale156 66 222 
Trade and other payables(5)(13)(18)
Corporation tax(6)— (6)
Deferred tax(28)(7)(35)
Leases(2)— (2)
Liabilities held for sale(41)(20)(61)
Total115 46 161 

Diageo signed a share purchase agreement on 25Assets and liabilities held for sale at 30 June 2022 included Diageo’s Windsor business in Korea and the portfolio of Popular brands of USL.
In March 2022, withDiageo agreed to sell its Windsor business in Korea to Bayside/Metis Private Equity Consortium to disposeConsortium. On 27 September 2022, Diageo announced the termination of the Windsorconditional agreement. Consequently, the recoverable assets and liabilities attributable to the business in Korea. The sale is considered to be highly probable and it is anticipated to complete in the year ending 30 June 2023.were reclassified out of held for sale.
Following the strategic review of its selected Popular brands, onOn 27 May 2022, United Spirits LimitedUSL reached agreement with Inbrew Beverages Pvt Limited for the sale of 32Popular brands. On 30 September 2022, Diageo announced the completion of the sale of the selected Popular brands, including Old Tavern and White Mischief. The sale coversaccordingly the related contracts, permits, intellectual property rights, associated employees, working capital and a manufacturing facility. The transaction is highly probable to be completed in the year ending 30 June 2023.
It is unlikely that any significant change would take place to the plan to sell these asset groups, hence the impacted assets and liabilities attributable to the business were classified asdisposed from held for sale at 30 June 2022. Assets and liabilities were measured at their cost as the lower of cost and fair value less cost of disposal.sale.
247235

Financial statements (continued)
9. Intangible assets

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 if 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. 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 they are amortised on a straight-line basis 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 the net carrying value with the recoverable amount (where recoverable amount is the higher of fair value less costs of disposal and value in use). and in case the net carrying value exceeds the recoverable amount an impairment charge is recognised. Amortisation and any impairment write downs are charged to other operating expenses in the income statement.
Computer software is amortised on a straight-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.
Critical accounting estimates and judgements
Assessment of the recoverable amount of an intangible asset and the useful economic life of an asset are based on management's estimates.
Impairment reviews are carried out to ensure that intangible assets, including brands, are not carried at above their recoverable amounts. Value in use and fair value less costs of disposal are both considered for these reviews and any impairment charge is based on these. The tests are dependent on management’s estimates in respect of the forecasting of future cash flows, the discount rates applicable to the future cash flows and what expected growth rates are reasonable. Judgement is required in determining the cash-generating units. Such estimates and judgements are subject to change as a result of changing economic conditions and actual cash flows may differ from forecasts.
The below additional considerations have been applied by management regarding the potential financial impacts of increasing inflationary pressures, recently observable worldwide:
changes in the interest rate environment are taken into consideration when determining the discount rates;
terminal growth rates do not exceed the long-term annual inflation rate of the country or region, thus excluding any increased inflation growth experienced in the short-term;
additional sensitivity scenarios are applied for those markets or regions where the inflation and/or the exchange devaluation is considered significant based on management’s judgement.
Consideration of climate risk impact
The impact of climate risk on the future cash flows has also been considered for scenarios analysed in line with the climate change risk assessment. The climate change scenario analyses performed in 20222023 – conducted in line with TCFD recommendations (‘Transition Scenario’ (RCP 2.6), a ‘Moderate Warming’ Scenario (RCP 4.5) and a ‘Severe Warming Scenario (RCP 8.5)) – identified no material financial impact to the current year impairment assessments.
248236

Financial statements (continued)
 Brands
£ million
Goodwill
£ million
Other
intangibles
£ million
Computer
software
£ million
Total
£ million
Cost
At 30 June 20208,923 2,664 1,587 698 13,872 
Exchange differences(799)(311)(174)(30)(1,314)
Additions334 274 32 648 
Disposals— — — (27)(27)
At 30 June 20218,458 2,627 1,421 673 13,179 
Hyperinflation adjustment in respect of Turkey315 208  1 524 
Exchange differences639 145 194 28 1,006 
Additions109 70 55 67 301 
Disposals(23)(42) (23)(88)
Reclassification to asset held for sale(560)  (8)(568)
At 30 June 20228,938 3,008 1,670 738 14,354 
Amortisation and impairment
At 30 June 20201,168 752 78 574 2,572 
Exchange differences(71)(82)(3)(26)(182)
Amortisation for the year— — 44 49 
Disposals   (24)(24)
At 30 June 20211,097 670 80 568 2,415 
Exchange differences51 60 (1)25 135 
Amortisation for the year  7 38 45 
Impairment317 19   336 
Disposals(23)(28) (20)(71)
Reclassification to asset held for sale(400)  (8)(408)
At 30 June 20221,042 721 86 603 2,452 
Carrying amount
At 30 June 20227,896 2,287 1,584 135 11,902 
At 30 June 20217,361 1,957 1,341 105 10,764 
At 30 June 20207,755 1,912 1,509 124 11,300 
 Brands
£ million
Goodwill
£ million
Other
intangibles
£ million
Computer
software
£ million
Total
£ million
Cost
At 30 June 20218,458 2,627 1,421 673 13,179 
Hyperinflation adjustment in respect of Turkey315 208 — 524 
Exchange differences639 145 194 28 1,006 
Additions109 70 55 67 301 
Disposals(23)(42)— (23)(88)
Reclassification to asset held for sale(560)— — (8)(568)
At 30 June 20228,938 3,008 1,670 738 14,354 
Hyperinflation adjustment in respect of Turkey81 60   141 
Exchange differences(531)(257)(64)(16)(868)
Additions338 92 13 155 598 
Disposals   (26)(26)
Reclassification from/(to) asset held for sale453 (29)  424 
At 30 June 20239,279 2,874 1,619 851 14,623 
Amortisation and impairment
At 30 June 20211,097 670 80 568 2,415 
Exchange differences51 60 (1)25 135 
Amortisation for the year  38 45 
Impairment317 19 — — 336 
Disposals(23)(28)— (20)(71)
Reclassification to asset held for sale(400)— — (8)(408)
At 30 June 20221,042 721 86 603 2,452 
Exchange differences(96)(61)(1)(15)(173)
Amortisation for the year  16 40 56 
Impairment498    498 
Disposals   (24)(24)
Reclassification from/(to) asset held for sale315 (13)  302 
At 30 June 20231,759 647 101 604 3,111 
Carrying amount
At 30 June 20237,520 2,227 1,518 247 11,512 
At 30 June 20227,896 2,287 1,584 135 11,902 
At 30 June 20217,361 1,957 1,341 105 10,764 

249237

Financial statements (continued)
(a) Brands
At 30 June 2022, theThe principal acquired brands, all of which are regarded as having indefinite useful economic lives, are as follows:
 Principal markets
2022
£ million
2021
£ million
Crown Royal whiskyUnited States1,210 1,053 
Captain Morgan rumGlobal993 864 
McDowell's No.1 whisky, rum and brandyIndia778 944 
Smirnoff vodkaGlobal681 593 
Johnnie Walker whiskyGlobal625 625 
Casamigos tequilaUnited States499 434 
Yenì rakiTurkey294 141 
Shui Jing Fang Chinese white spiritGreater China279 253 
Aviation American ginUnited States218 190 
Don Julio tequilaUnited States207 185 
Signature whiskyIndia191 177 
Seagram's 7 Crown whiskeyUnited States184 160 
Black Dog whiskyIndia162 150 
Antiquity whiskyIndia158 147 
Zacapa rumGlobal158 138 
Gordon's ginEurope119 119 
Bell's whiskyEurope102 179 
Windsor Premier whiskyKorea 145 
Other brands

1,038 864 
7,896 7,361 
 Principal markets
2023
£ million
2022
£ million
Crown Royal whiskyUnited States1,162 1,210 
Captain Morgan rumGlobal954993
Smirnoff vodkaGlobal654681
Johnnie Walker whiskyGlobal625625
Casamigos tequilaUnited States479499
McDowell's No.1 whisky, rum and brandyIndia308778
Don Papa rumEurope282— 
Yenì rakiTurkey249294 
Shui Jing Fang Chinese white spiritGreater China246279
Don Julio tequilaUnited States235207
Aviation American ginUnited States209218
Seagram's 7 Crown whiskeyUnited States177184
Signature whiskyIndia176191
Zacapa rumGlobal152158
Black Dog whiskyIndia149162
Antiquity whiskyIndia145158
Windsor Premier whiskyKorea137— 
Gordon's ginEurope119119
Bell's whiskyEurope102102
Other brands9601,038
7,520 7,896 

The brands are protected by trademarks which are renewable indefinitely in all of the major markets where they are sold. There are not believed to be any legal, regulatory or contractual provisions that limit the useful lives of these brands. The nature of the premium drinks industry is that obsolescence is not a common issue, with indefinite brand lives being commonplace, and Diageo has a number of brands that were originally created more than 100 years ago. Accordingly, the Directors believe that it is appropriate that the brands are treated as having indefinite lives for accounting purposes and are therefore not amortised.

(b) Goodwill
For the purposes of impairment testing, goodwill has been attributed to the following cash-generating units:
 
2022
£ million
2021
£ million
North America773 609 
Europe
Turkey255 143 
Asia Pacific
Greater China141 128 
India747 693 
Latin America and Caribbean – Mexico142 126 
Other cash-generating units229 258 
2,287 1,957 
 
2023
£ million
2022
£ million
North America767 773 
Europe
Turkey216 255 
Asia Pacific
Greater China124 141 
India673 747 
Latin America and Caribbean – Mexico161 142 
Other cash-generating units286 229 
2,227 2,287 

Goodwill has arisen on the acquisition of businesses and includes synergies arising from cost savings, the opportunity to utilise Diageo’s distribution network to leverage marketing of the acquired products and the extension of the group’s portfolio of brands in new markets around the world.

238

Financial statements (continued)
(c) Other intangibles
Other intangibles principally comprise distribution rights. Diageo owns the global distribution rights for Ketel One vodka products in perpetuity, and the Directors believe that it is appropriate to treat these rights as having an indefinite life for accounting purposes. The carrying value at 30 June 20222023 was £1,488£1,428 million (2021(2022£1,295£1,488 million).
250

Financial statements (continued)

(d) Impairment testing
Impairment tests are performed annually, or more frequently if events or circumstances indicate that the carrying amount may not be recoverable. Recoverable amounts are calculated based on the value in use approach, also considering fair value less costs of disposal. The value in use calculations are based on discounted forecast cash flows using the assumption that cash flows continue in perpetuity at the terminal growth rate of each country or region. The individual brands, other intangibles with indefinite useful lives and the associated property, plant and equipment are aggregated as separate cash-generating units. Separate tests are carried out for each cash-generating unit and for each of the markets. Goodwill is attributed to each of the markets.
The key assumptions used for the value in use calculations are as follows:

Cash flows
Cash flows are forecasted for each cash-generating unit for the financial years based on management's approved plans and reflect the following assumptions:
Cash flows are projected based on the actual operating results and a three-year strategic plan approved by management. Cash flows are extrapolated up to five years using expected growth rates in line with management’s best estimates. Growth rates reflect expectations of sales growth, operating costs and margin, based on past experience and external sources of information. Where applicable, multiple cash flow scenarios were populated to predict the potential outcome, considering the increased risk of volatility with respect to the environment in certain markets. A simple average of these projections servedserves as the estimation of the recoverable amount of the cash-generating units including the Bell's brand.units. Management has no information which would indicate that any of the scenarios are more likely than others;
The five-year forecast period is extended by up to an additional ten years at acquisition date for some intangible assets and goodwill when management believes that this period is justified by the maturity of the market and expects to achieve growth in excess of the terminal growth rate driven by Diageo’s sales, marketing and distribution expertise. These cash flows beyond the five-year period are projected using steady or progressively declining growth rates. The main exception is India and the USL brands, where the forecast period is extended by an additional two yearsone year of detailed forecasts;
Cash flows for the subsequent years after the forecast period are extrapolated based on a terminal growth rate which does not exceed the long-term annual inflation rate of the country or region.

Discount rates
The discount rates used are the weighted average cost of capital which reflect the returns on government bonds and an equity risk premium adjusted for the drinks industry specific to the cash-generating units. 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.
For goodwill, these assumptions are based on the cash-generating unit or group of units to which the goodwill is attributed. For brands, they are based on a weighted average taking into account the country or countries where sales are made.
239

Financial statements (continued)
The pre-tax discount rates, terminal and long-term growth rates used for impairment testing are as follows:
 2022 2021 
 Pre-tax discount rate
%
Terminal growth rate
%
Long-term growth rate
%
Pre-tax discount rate
%
Terminal growth rate
%
Long-term growth rate
%
North America – United States8 2 4 
Europe
United Kingdom8 2 4 
Turkey31 15 25 22 11 16 
Asia Pacific
Australia7 2 5 
India14 4 11 12 11 
Africa
South Africa16  6 13 — 
Nigeria24 12 15 19 10 14 
Latin America and Caribbean
Brazil12 3 6 11 
 2023 2022 
 Pre-tax discount rate
%
Terminal growth rate
%
Long-term growth rate
%
Pre-tax discount rate
%
Terminal growth rate
%
Long-term growth rate
%
North America – United States9 2 4 
Europe
United Kingdom9 2 5 
Turkey28 16 28 31 15 25 
Asia Pacific
Australia10 3 5 
Korea11 (2)4 
India14 4 15 14 11 
Greater China11 2 6 
Latin America and Caribbean
Brazil16 3 6 12 
Mexico13 3 6 14 
Africa
Africa Emerging Markets35 8 18 12 11 
South Africa20 5 6 16 — 
Nigeria35 5 18 24 12 15 

Following the announcement by USL of the sale and franchise agreements for selected Popular brands on 27 May 2022, the cash-generating unit structure of the USL brands has been revised, in order to reflect the strategic changes in the management and operation of USL's portfolio of the remaining brands. As a result, the former Popular brands category has been abandoned and the impairment reviews have been performed on an individual brand basis for the year ended 30 June 2022.

251

Financial statements (continued)
Value in use calculation and fair value less costs of disposal methodologies were both considered to assess the recoverable amount of the McDowell's No.1 cash-generating unit. The value in use that was calculated exceeded the fair value less costs of disposal. As a result of the impairment review, an impairment charge of £240 million forin the year ended 30 June 2022 was recognised in exceptional operating items2023, an impairment charge of £420 million in respect of the McDowell's No.1 brand. The charge was a result of higher discount rate reflecting the adverse inflationarybrand and macroeconomic environment and of a reduction £24 million in forecast cash flow assumptions of McDowell’s No.1 Popular segment, which is reflective of USL’s stated position on participation in the popular segment and aligned with the recently announced sale and franchisingrespect of the majority of the portfolio of Popular brands. TheDirector’s Special brand impairment reduced the deferred tax liability by £35 million. The recoverable amount of the McDowell's No.1 cash generating unit is £892 million.
Value in use calculation and fair value less costs of disposal methodologies were both considered to assess the recoverable amount of the Bell's cash-generating unit. The value in use that was calculated exceeded the fair value less costs of disposal. As a result of the impairment review, an impairment charge of £77 million for the year ended 30 June 2022 was recognised in exceptional operating itemsitems. Value in respect of the Bell's brand. Forecast cash flow assumptions were reduced principally due to the wind down of the Russian operations, as well as the increase in discount rates due to the inflationary and higher macroeconomic risk environment in the world. The brand impairment reduced the deferred tax liability by £20 million. The recoverable amount of the Bell's cash-generating unit is £145 million.
In March 2022, a decision was taken to suspend exporting to and selling in Russia and on 28 June 2022, Diageo decided that it would wind down its operations in Russia over the following six months. As a result, an impairment charge of £19 million for the year ended 30 June 2022 in respect of the Smirnov goodwill was recognised in exceptional operating items.
The Turkish economy became hyperinflationary for the year ended 30 June 2022, resulting in the recognition of hyperinflation adjustments on the Turkey cash-generating unit for the opening balances at 1 July 2021 and for the year-end balances at 30 June 2022. During the impairment review of the Turkey cash-generating unit, including goodwill and the Yenì Raki brand, value in use calculation and fair value less costs of disposal methodologies were both considered to assess the recoverable amount. The value in use that was calculated exceeded the fair value less costs of disposal. The charge is mainly driven by the adverse inflationary environment and the reduction in forecast cash flow assumptions in Lower Prestige and Popular segments in India. The brand impairment reduced the deferred tax liability by £111 million. The recoverable amount is £379 million in respect of the McDowell's brand and £11 million in respect of the Director’s Special brand cash-generating units.
As a result of the impairment reviews,review, in the year ended 30 June 2023, an additional impairment charge of £54 million was recognised in exceptional operating items in respect of some brands where book value was not recoverable. The charge is mainly driven by strategic change in some categories as a result of the challenging operating environment and premiumisation. Value in use and fair value less costs of disposal methodologies were both considered to assess the recoverable amount. The value in use that was calculated exceeded the fair value less costs of disposal. The brand impairment reduced the deferred tax liability by £13 million.
In the year ended 30 June 2022, an impairment charge of £240 million in respect of the McDowell's brand was recognised in exceptional operating items, based on its value in use. The brand impairment reduced the deferred tax liability by £35 million.
Further, in the year ended 30 June 2022, an impairment charge of £77 million in respect of the Bell’s brand was recognised in exceptional operating items, based on its value in use. The impairment reduced the deferred tax liability attributable to the brand by £20 million.
In the year ended 30 June 2022, Diageo decided to wind down its operations in Russia. As a result, an impairment charge of £19 million in respect of the Smirnov goodwill was recognised in exceptional operating items.
The Turkish economy became hyperinflationary for the year ended 30 June 2022, and an impairment charge of TRY 3,760 million (£312 million)million) on the opening carrying amount of the Turkey cash-generating unit was recognised in retained earnings. From this impairment charge, TRY 1,627 million (£135 million)million) was directly attributable to the Yenì Raki brand and the remaining TRY 2,133 million (£177 million)million) impairment charge was recognised on the Turkey goodwill. The hyperinflation adjustment reduced by the opening impairment charge has been reflected as a net amount within the movement table of intangible assets in note 9.

240

Financial statements (continued)
(e) Sensitivity to change in key assumptions
Impairment testing for the year ended 30 June 20222023 has identified the following cash-generating units as being sensitive to reasonably possible changes in assumptions.
The table below shows the headroom at 30 June 20222023 and the impairment charge that would be required if the assumptions in the calculation of their value in use were changed:
Increase in discount rateDecrease in terminal growth rateDecrease in annual growth rate in forecast period 2023-2029Decrease in cash flowsDecrease in future volume forecastFurther devaluation of local currency
Carrying value of CGU
£ million
Headroom
£ million
Reasonably possible changePotential impairment charge
£ million
Reasonably possible changePotential impairment charge
£ million
Reasonably possible changePotential impairment charge
£ million
Reasonably possible changePotential impairment charge
£ million
Reasonably possible changePotential impairment charge
£ million
Reasonably possible changePotential impairment charge
£ million
McDowell's No.1892  1ppt(92)n/an/a2ppt(121)n/an/an/an/an/an/a
Bell's145  3ppt(27)1ppt(9)n/an/a10 %(15)n/an/an/an/a
Yenì Raki346 44 7ppt(95)n/an/an/an/an/an/a4 %(20)n/an/a
Turkey688 14 7ppt(249)1ppt(13)n/an/a10 %(88)1 %(124)66 %(69)
Increase in discount rateDecrease in terminal growth rateDecrease in annual growth rate in forecast period 2024-2029
Decrease in cash flows(1)
Carrying value of CGU
£ million
Headroom
£ million
Reasonably possible changePotential impairment charge
£ million
Reasonably possible changePotential impairment charge
£ million
Reasonably possible changePotential impairment charge
£ million
Reasonably possible changePotential impairment charge
£ million
McDowell's379  1ppt(38)1ppt(26)2ppt(67)10 %(76)


(1)    Including reasonably possible changes in productivity saving assumptions.

10. Property, plant and equipment

Accounting policies
Land and buildings are stated at cost less accumulated depreciation. Freehold land is not depreciated. Leaseholds are generally depreciated over the unexpired period of the lease. Other property, plant and equipment are depreciated on a straight-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 40 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.
252

Financial statements (continued)
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 income statement.
241

Financial statements (continued)
 Land and
buildings
£ million
Plant and
equipment
£ million
Fixtures
and
fittings
£ million
Returnable
bottles and
crates
£ million
Under
construction
£ million
Total
£ million
Cost
At 30 June 20202,141 4,868 127 575 549 8,260 
Exchange differences(137)(322)(10)(55)(34)(558)
Acquisitions— — 15 
Sale of businesses(1)(3)— — — (4)
Additions95 149 27 367 647 
Disposals(24)(126)(7)(21)— (178)
Transfers77 146 (227)— 
At 30 June 20212,160 4,714 121 528 659 8,182 
Hyperinflation adjustment in respect of Turkey56 32 2  7 97 
Exchange differences107 226 1 11 45 390 
Sale of businesses(4)(58)(3)(19)(1)(85)
Additions230 245 8 41 612 1,136 
Disposals(65)(122)(15)(32)(3)(237)
Transfers177 249 10 13 (449) 
Reclassification to assets held for sale(8)(25)   (33)
At 30 June 20222,653 5,261 124 542 870 9,450 
Depreciation
30 June 2020597 2,256 86 395 — 3,334 
Exchange differences(31)(167)(8)(39)— (245)
Depreciation charge for the year110 244 15 29 — 398 
Sale of businesses— (2)— — — (2)
Disposals(18)(113)(7)(14)— (152)
At 30 June 2021658 2,218 86 371  3,333 
Exchange differences31 94 1 9  135
Depreciation charge for the year127 277 14 29  447
Sale of businesses(4)(50)(2)(18) (74)
Disposals(62)(113)(13)(30) (218)
Transfers5 4 (9)   
Reclassification to assets held for sale(5)(16)   (21)
At 30 June 2022750 2,414 77 361  3,602 
Carrying amount
At 30 June 20221,903 2,847 47 181 870 5,848 
At 30 June 20211,502 2,496 35 157 659 4,849 
At 30 June 20201,544 2,612 41 180 549 4,926 
 Land and
buildings
£ million
Plant and
equipment
£ million
Fixtures
and
fittings
£ million
Returnable
bottles and
crates
£ million
Under
construction
£ million
Total
£ million
Cost
At 30 June 20212,160 4,714 121 528 659 8,182 
Hyperinflation adjustment in respect of Turkey and Venezuela56 32 — 97 
Exchange differences107 226 11 45 390 
Sale of businesses(4)(58)(3)(19)(1)(85)
Additions230 245 41 612 1,136 
Disposals(65)(122)(15)(32)(3)(237)
Transfers177 249 10 13 (449)— 
Reclassification to assets held for sale(8)(25)— — — (33)
At 30 June 20222,653 5,261 124 542 870 9,450 
Hyperinflation adjustment in respect of Turkey and Venezuela5 10 1  4 20 
Exchange differences(166)(331)(6)(49)(30)(582)
Acquisitions8 14  3  25 
Sale of businesses(35)(147)(3)(55)(3)(243)
Additions111 214 13 50 832 1,220 
Disposals(64)(141)(12)(105)(2)(324)
Transfers146 238 12 28 (424) 
Reclassification from assets held for sale2  1   3 
At 30 June 20232,660 5,118 130 414 1,247 9,569 
Depreciation
At 30 June 2021658 2,218 86 371 — 3,333 
Exchange differences31 94 — 135 
Depreciation charge for the year125 276 14 29 — 444 
Exceptional impairment— — — 
Sale of businesses(4)(50)(2)(18)— (74)
Disposals(62)(113)(13)(30)— (218)
Transfers(9)— — — 
Reclassification to assets held for sale(5)(16)— — — (21)
At 30 June 2022750 2,414 77 361  3,602 
Exchange differences(38)(176)(3)(27) (244)
Depreciation charge for the year125 269 13 33  440 
Exceptional accelerated depreciation and impairment31 41    72 
Sale of businesses(21)(80)(2)(34) (137)
Disposals(63)(130)(11)(103) (307)
Reclassification from assets held for sale  1   1
At 30 June 2023784 2,338 75 230  3,427 
Carrying amount
At 30 June 20231,876 2,780 55 184 1,247 6,142 
At 30 June 20221,903 2,847 47 181 870 5,848 
At 30 June 20211,502 2,496 35 157 659 4,849 
 
(a) The net book value of land and buildings comprises freeholds of £1,444£1,481 million (2021 (2022£1,218 million)£1,444 million), long leaseholds of £3£3 million (2021 (2022£3 million)£3 million) and short leaseholds of £410£389 million (2021 (2022£281 million)£410 million). Depreciation was not charged on £114£141 million (2021 (2022£180 million)£114 million) of land.
(b) Property, plant and equipment is net of a government grant of £153£147 million (2021(2022£133£153 million) received in prior years in respect of the construction of a rum distillery in the US Virgin Islands.
242

253

Financial statements (continued)
11. Biological assets

Accounting policies
Biological assets held by the group consist of agave (Agave Azul Tequilana Weber) plants. The harvested plants are used during the production of tequila.
Biological assets are measured at fair value less costs to sell on initial recognition and at the end of each reporting period based on the present value of future cash flows discounted at an appropriate rate for Mexico.
Agricultural produce is measured at fair value less costs to sell at the point of harvest which is used as the cost of inventory when the harvested agave is transferred.

Changes in biological assets were as follows:
Biological
assets
£ million
Fair value
At 30 June 202020215166 
Exchange differences
Transferred to inventories(7)
Farming cost capitalised20 
At 30 June 202166
Exchange differences10 
Transferred to inventories(11)
Fair value change(5)
Farming cost capitalised34 
At 30 June 202294 
Exchange differences15
Transferred to inventories(8)
Fair value change
Farming cost capitalised55
At 30 June 2023156

At 30 June 2022,2023, the number of agave plants werewas approximately 3337 million (2021(20222033 million), ranging from new plantations up to eight year oldseven year-old plants.

12. Leases

Accounting policies
Where the group is the lessee, all leases are recognised on the balance sheet as right-of-use assets and depreciated on a straight-line basis with the charge recognised in cost of sales or in other operating items depending on the nature of the costs. The liability, recognised as part of net borrowings, is measured at a discounted value and any interest is charged to finance charges.
The group recognises services associated with a lease as other operating expenses. Payments associated with leases where the value of the asset when it is new is lower than $5,000 (leases of low value assets) and leases with a lease term of twelve12 months or less (short term leases) are recognised as other operating expenses. A judgement in calculating the lease liability at initial recognition includes determining the lease term where extension or termination options exist. In such instances, any economic incentive to retain or end a lease are considered and extension periods are only included when it is considered reasonably certain that an option to extend a lease will be exercised.

254243

Financial statements (continued)
(a) Movement in right-of-use assets
The company principally leases warehouses, office buildings, plant and machinery, cars and distribution vehicles in the ordinary course of business.
Land and buildings
£ million
Plant and equipment
£ million
Under construction
£ million
Total
£ million
At 30 June 2020269 276 32 577 
Exchange differences(21)(18)— (39)
Additions33 23 — 56 
Transfers(1)(63)(3)(67)
Acquisitions— — 
Depreciation(58)(34)— (92)
At 30 June 2021230 184 29 443 
Exchange differences26 14  40 
Additions129 56  185 
Transfers29  (29) 
Reclassification to assets held for sale(1)(1) (2)
Disposal(6)  (6)
Depreciation(54)(41) (95)
At 30 June 2022353 212  565 
Land and buildings
£ million
Plant and equipment
£ million
Under construction
£ million
Total
£ million
At 30 June 2021230 184 29 443 
Exchange differences26 14 — 40 
Additions129 56 — 185 
Transfers29 — (29)— 
Reclassification to assets held for sale(1)(1)— (2)
Disposals(6)— — (6)
Depreciation(54)(41)— (95)
At 30 June 2022353 212  565 
Exchange differences(3)(23) (26)
Additions45 37  82 
Reclassification from assets held for sale1 1  2 
Derecognition due to disposal of business(1)(1) (2)
Depreciation(56)(39) (95)
At 30 June 2023339 187  526 
(b) Lease liabilities
2022
£ million
2021
£ million
Current lease liabilities(85)(82)
Non-current lease liabilities(390)(281)
(475)(363)
2023
£ million
2022
£ million
Current lease liabilities(75)(85)
Non-current lease liabilities(373)(390)
(448)(475)

The future cash outflows, which are not included in lease liabilities on the balance sheet, in respect of extension and termination options which are not reasonably expected to be exercised are estimated at £282£261 million (20212022 £255£282 million).

(c) Amounts recognised in the consolidated income statement
In the year ended 30 June 2022,2023, other external charges (within other operating items) included £39£57 million (2021(2022£2839 million) in respect of leases of low value assets and short term leases and £9£4 million (2021(2022£3£9 million) in respect of variable lease payments. Refer to note 5 for further information relating to the interest expenses on lease liabilities.
The total cash outflow for leases in the year ended 30 June 20222023 was £154£172 million (2021(2022£179£154 million).
255244

Financial statements (continued)
13. Other investments

Accounting policies
Other investments are equity investments that are not classified as investments in associates or joint arrangements nor investments in subsidiaries. They are included in non-current assets. Subsequent to initial measurement, other investments are stated at fair value. Gains and losses arising from the changes in fair value are recognised in the income statement or in other comprehensive income on a case by case basis. Accumulated gains and losses included in other comprehensive income are not recycled to the income statement. Dividends from other investments are recognised in the consolidated income statement.
Loans receivable are non-derivative financial assets that are not classified as equity investments. They are subsequently measured either at amortised cost using the effective interest method less allowance for impairment or at fair value with gains and losses arising from changes in fair value recognised in the income statement or in other comprehensive income that are recycled to the income statement on the de-recognition of the asset. Allowances for expected credit losses are made based on the risk of non-payment taking into account ageing, previous experience, economic conditions and forward-looking data. Such allowances are measured as either 12-months expected credit losses or lifetime expected credit losses depending on changes in the credit quality of the counterparty.
Loans
£ million
Other investments
£ million
Total
£ million
Cost less allowances or fair value
At 30 June 202034 41 
Exchange differences— (3)(3)
Additions— 
Repayments and disposals(1)— (1)
Transfer(1)(1)(2)
At 30 June 202110 30 40 
Exchange differences2 1 3 
Additions6 9 15 
Repayments and disposals(1)(1)(2)
Fair value adjustment (13)(13)
Step acquisitions (6)(6)
Capitalised interest1  1 
Transfer (1)(1)
At 30 June 202218 19 37 
Loans
£ million
Other investments
£ million
Total
£ million
Cost less allowances or fair value
At 30 June 202110 30 40 
Exchange differences
Additions15 
Repayments and disposals(1)(1)(2)
Fair value adjustment— (13)(13)
Step acquisitions— (6)(6)
Capitalised interest— 
Transfer— (1)(1)
At 30 June 202218 19 37 
Exchange differences(1) (1)
Additions20 9 29 
Repayments and disposals(3) (3)
Fair value adjustment (4)(4)
Capitalised interest1  1 
Impairment charged during the year (2)(2)
At 30 June 202335 22 57 

At 30 June 2022,2023, loans comprise £6 million (2021(2022£3£6 million; 20202021£4£3 million) of loans to customers and other third parties, after allowances of £121 million (2022 – £129 million (2021million; 2021 – £113 million; 2020 – £127 million), and £29 million (2022 – £12 million (2021million; 2021 – £7 million; 2020 – £3 million) of loans to associates.

256245

Financial statements (continued)
14. Post employment benefits

Accounting policies
The group’s principal post employment funds are defined benefit plans. In addition, 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 on benefits granted to members by the group during the year. Net finance charges comprise the net deficit/assetsurplus on the plans at the beginning of the 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 of the 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.
Critical accounting estimates and judgements
Application of IAS 19 requires the exercise of estimate and judgement in relation to various assumptions.
Diageo determines the assumptions on a country by country basis in conjunction with its actuaries. Estimates are required in respect of uncertain future events, including the life expectancy of members of the funds, salary and pension increases, future inflation rates, discount rates and employee and pensioner demographics. The application of different assumptions could have a significant effect on the amounts reflected in the income statement, other comprehensive income and the balance sheet. There may be interdependencies between the assumptions.
Where there is an accounting surplus on a defined benefit plan, management judgement is necessary to determine whether the group can obtain economic benefits through a refund of the surplus or by reducing future contributions to the plan.
(a) Post employment benefit plans
The group operates a number of pension plans throughout the world, devised in accordance with local conditions and practices. Diageo's most significant plans are defined benefit plans and are funded by payments to separately administered trusts or insurance companies. The group also operates a number of plans that are generally unfunded, primarily in the United States, which provide to employees post employment medical benefits.
The principal plans are in the United Kingdom, Ireland and the United States where benefits are based on employees’ length of service and salary at retirement. All valuations were performed by independent actuaries using the projected unit credit method to determine pension costs.
The most recent funding valuations of the significant defined benefit plans were carried out as follows:
Principal plansDate of valuation
United Kingdom(1)
1 April 2021
Ireland(2)
31 December 20182021
United States1 January 20212022
(1)    The Diageo Pension Scheme (DPS)(DPS, the UK Scheme) closed to new members in November 2005. Employees who joined Diageo in the United Kingdom between November 2005 and January 2018, had been eligible to become members of the Diageo Lifestyle Plan (a cash balance defined benefit plan). Since then, new employees have been eligible to become members of a Diageo administeredmaster trust defined contribution plan.plans.
(2)    The Guinness Ireland Group Pension Scheme (GIGPS, the Irish schemescheme) 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 administereda master trust defined contribution plans. The triennial valuation of the Guinness Ireland Group Pension Scheme in Ireland (the Irish Scheme) is in progress and the results of this valuation are expected to be agreed by Diageo and the trustee later in calendar year 2022.

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 DPS, 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 DPS, member nominated directors are appointed from both the pensioner member community and the active member community. For the Irish Scheme, Diageo Ireland makes four nominations and appoints three further candidates nominated by representative groupings.
257246

Financial statements (continued)
The amounts charged to the consolidated income statement and statement of comprehensive income for the group’s defined benefit plans for the three years ended 30 June 20222023 are as follows:
 2022
£ million
2021
£ million
2020
£ million
Current service cost and administrative expenses(107)(105)(109)
Past service gains – ordinary activities34 — 50 
Past service losses – exceptional (5)— 
Gains on curtailments and settlements34 18 12 
Charge to operating profit(39)(92)(47)
Net finance gain in respect of post employment plans10 
Charge before taxation(1)
(29)(87)(38)
Actual returns less amounts included in finance income(1,432)(6)774 
Experience (losses)/gains(35)80 34 
Changes in financial assumptions2,133 125 (754)
Changes in demographic assumptions(40)(183)(14)
Other comprehensive income626 16 40 
Changes in the surplus restriction(11)— (2)
Total other comprehensive income615 16 38 
 2023
£ million
2022
£ million
2021
£ million
Current service cost and administrative expenses(76)(107)(105)
Past service (losses)/gains – ordinary activities(1)34 — 
Past service losses – exceptional — (5)
Gains on curtailments and settlements2 34 18 
Charge to operating profit(75)(39)(92)
Net finance income in respect of post employment plans44 10 
Charge before taxation(1)
(31)(29)(87)
Actual returns less amounts included in finance income(1,435)(1,432)(6)
Experience (losses)/gains(226)(35)80 
Changes in financial assumptions958 2,133 125 
Changes in demographic assumptions53 (40)(183)
Other comprehensive (loss)/income(650)626 16 
Changes in the surplus restriction7 (11)— 
Total other comprehensive (loss)/income(643)615 16 
(i) The year ended 30 June 2022 includes settlement gains of £27 million in respect of the Enhanced Transfer Values (ETV) exercise carried out in the Irish Schemes and past service gains of £28 million as a result of the changes of the benefits in the Irish Scheme. In the year ended 30 June 2021, the exceptional past service loss of £5 million is in respect of the equalisation of Guaranteed Minimum Pension (GMP) benefits for men and women). The year ended 30 June 2020 includes a past service gain of £47 million in respect of the Irish Scheme following communications to the deferred members in respect of changing their expectations of a full pension prior to reaching the age of 65 and to pensioners in respect of future pension increases.women.
(1)     The (charge)/income before taxation is in respect of the following countries:
2022
£ million
2021
£ million
2020
£ million
United Kingdom(27)(46)(23)
Ireland45 34 
United States(31)(28)(30)
Other(16)(17)(19)
(29)(87)(38)
2023
£ million
2022
£ million
2021
£ million
United Kingdom15 (27)(46)
Ireland1 45 
United States(32)(31)(28)
Other(15)(16)(17)
(31)(29)(87)

In addition to the charge in respect of defined benefit post employment plans, contributions to the group’s defined contribution plans were £44 million (2022 – £33 million (2021 -million; 2021 – £25 million; 2020 – £24 million).
258247

Financial statements (continued)
The movementmovements in the net surplus for the two years ended 30 June 20222023 is set out below:
 Plan
assets
£ million
Plan
liabilities
£ million
Net
surplus
£ million
At 30 June 202010,422 (10,057)365 
Exchange differences(214)245 31 
Charge before taxation(1)
149 (236)(87)
Other comprehensive income/(loss)(2)
(6)22 16 
Contributions by the group122 — 122 
Settlements paid(3)
(169)169 — 
Employee contributions(4)— 
Benefits paid(416)416 — 
At 30 June 20219,892 (9,445)447 
Exchange differences93 (100)(7)
Charge before taxation(1)
176 (205)(29)
Other comprehensive income/(loss)(2)
(1,432)2,058 626 
Contributions by the group128  128 
Settlements paid(3)
(52)52  
Employee contributions5 (5) 
Benefits paid(411)411  
At 30 June 20228,399 (7,234)1,165 
 Plan
assets
£ million
Plan
liabilities
£ million
Net
surplus
£ million
At 30 June 20219,892 (9,445)447 
Exchange differences93 (100)(7)
Income/(charge) before taxation176 (205)(29)
Other comprehensive (loss)/income(1)
(1,432)2,058 626 
Contributions by the group128 — 128 
Settlements paid(2)
(52)52 — 
Employee contributions(5)— 
Benefits paid(411)411 — 
At 30 June 20228,399 (7,234)1,165 
Exchange differences(49)55 6 
Disposals 4 4 
Income/(charge) before taxation298 (329)(31)
Other comprehensive (loss)/income(1)
(1,435)785 (650)
Contributions by the group100  100 
Employee contributions5 (5) 
Benefits paid(472)472  
At 30 June 20236,846 (6,252)594 
(1) Includes net settlement gain of £27 million (F21 - £14 million) and past service gain of £28 million.
(2) Excludes surplus restriction.
(3)(2)    Includes settlement payment of £52 million on ETV exercise in Ireland (F21 – £151 million in respect of a settlement in the US Cash Balance plan).Ireland.

The plan assets and liabilities by type of post employment benefit and country isare as follows:

 20222021
 Plan
assets
£ million
Plan
liabilities
£ million
Plan
assets
£ million
Plan
liabilities
£ million
Pensions
United Kingdom6,041 (4,897)7,341 (6,580)
Ireland1,645 (1,409)1,826 (1,926)
United States453 (408)470 (373)
Other191 (212)186 (225)
Post employment medical2 (225)(262)
Other post employment67 (83)67 (79)
8,399 (7,234)9,892 (9,445)
 20232022
 Plan
assets
£ million
Plan
liabilities
£ million
Plan
assets
£ million
Plan
liabilities
£ million
Pensions
United Kingdom4,578 (4,041)6,041 (4,897)
Ireland1,588 (1,310)1,645 (1,409)
United States441 (411)453 (408)
Other180 (194)191 (212)
Post employment medical2 (227)(225)
Other post employment57 (69)67 (83)
6,846 (6,252)8,399 (7,234)

The balance sheet analysis of the post employment plans is as follows:
 20222021
 
Non-
current
assets
(1)
£ million
Non-
current
liabilities
£ million
Non-
current
assets
(1)
£ million
Non-
current
liabilities
£ million
Funded plans1,553 (144)1,018 (279)
Unfunded plans (258)— (295)
1,553 (402)1,018 (574)
 20232022
 
Non-
current
assets
(1)
£ million
Non-
current
liabilities
£ million
Non-
current
assets
(1)
£ million
Non-
current
liabilities
£ million
Funded plans960 (132)1,553 (144)
Unfunded plans (241)— (258)
960 (373)1,553 (402)
(1) Includes surplus restriction of £14£7 million (2021(2022£3£14 million).

The disclosures have been prepared in accordance with IFRIC 14. In particular, where the calculation for a plan results in a surplus, the recognised asset is limited to the present value of any available future refunds from the plan or reductions in future contributions to the plan, and any additional liabilities are recognised as required. At 30 June 2022,2023, the DPS had a net surplus of £589 million (2022 – £1,174 million (2021
259

Financial statements (continued)
million; 2021 – £840 million; 2020 – £934 million) and the GIGPS had a net surplus of £260 million (2022 a surplus of £221 million (2021million; 2021 a deficit of £79 million; 2020 a deficit of £174 million) and other schemes in a net surplus totaledtotalled of £111 million (2022 – £158 million (2021million; 2021 – £178 million; 2020 - £177 million). Both of these
248

Financial statements (continued)
surpluses have been recognised, with no provision made against them, as they are expected to be recoverable through a combination of a reduction in future cash contributions or ultimately via a cash refund when the last member’s obligations have been met. 

(b) Principal risks and assumptions
The material post employment plans are not exposed to any unusual, entity-specific or scheme-specific risks but there are general risks:
Inflation – The majority of the plans’ obligations are linked to inflation. Higher inflation will lead to increased liabilities which is partially offset by the plans holding inflation linked gilts, swaps and caps against the level of inflationary increases.
Interest rate – The plan liabilities are determined using discount rates derived from yields on AA-rated corporate bonds. A decrease in corporate bond yields will increase plan liabilities though this will be partially offset by an increase in the value of the bonds held by the post employment plans.
Mortality – The majority of the obligations are to provide benefits for the life of the members and their partners, so any increase in life expectancy will result in an increase in the plans’ liabilities.
Asset returns – Assets held by the pension plans are invested in a diversified portfolio of equities, bonds and other assets. Volatility in asset values will lead to movements in the net deficit/surplus reported in the consolidated balance sheet for post employment plans which in addition will also impact the post employment expense in the consolidated income statement.
The following weighted average assumptions were used to determine the group’s deficit/surplus in the main post employment plans at 30 June in the relevant year. The assumptions used to calculate the charge/credit in the consolidated income statement for the year ending 30 June are based on the assumptions disclosed as at the previous 30 June.
 United KingdomIreland
United States(1)
 2022%2021%2020%2022%2021%2020%2022%2021%2020%
Rate of general increase in salaries(2)
3.6 3.4 3.2 3.8 3.0 2.6  — — 
Rate of increase to pensions in payment2.9 3.1 3.0 2.2 1.7 1.4  — — 
Rate of increase to deferred pensions2.6 2.5 2.1 2.3 1.6 1.2  — — 
Discount rate for plan liabilities3.8 1.9 1.5 3.2 1.0 1.2 4.4 2.7 2.6 
Inflation – CPI2.6 2.5 2.1 2.4 1.6 1.2 2.3 2.3 1.4 
Inflation - RPI3.1 3.0 2.8  — —  — — 
 United KingdomIreland
United States(1)
 2023%2022%2021%2023%2022%2021%2023%2022%2021%
Rate of general increase in salaries(2)
3.7 3.6 3.4 3.9 3.8 3.0  — — 
Rate of increase to pensions in payment2.9 2.9 3.1 2.3 2.2 1.7  — — 
Rate of increase to deferred pensions2.7 2.6 2.5 2.4 2.3 1.6  — — 
Discount rate for plan liabilities5.2 3.8 1.9 3.6 3.2 1.0 4.9 4.4 2.7 
Inflation – CPI2.7 2.6 2.5 2.5 2.4 1.6 2.2 2.3 2.3 
Inflation - RPI3.2 3.1 3.0  — —  — — 
(1)    The salary increase assumption in the United States is not a significant assumption as only a minimal amount of members’ pension entitlement is dependent on a member’s projected final salary.
(2)    The salary increase assumptions include an allowance for age-related promotional salary increases.

For the principal UK and Irish pension funds, the table below illustrates the expected age at death of an average worker who retires currently at the age of 65, and one who is currently aged 45 and subsequently retires at the age of 65:
 
United Kingdom(1)
Ireland(2)
United States
 2022
Age
2021
Age
2020
Age
2022
Age
2021
Age
2020
Age
2022
Age
2021
Age
2020
Age
Retiring currently at age 65
Male87.187.286.487.786.986.685.585.485.6
Female88.788.788.790.089.389.387.287.187.3
Currently aged 45, retiring at age 65
Male88.588.688.589.388.689.687.086.987.2
Female90.790.890.891.791.192.388.688.588.9
 
United Kingdom(1)
Ireland(2)
United States
 2023
Age
2022
Age
2021
Age
2023
Age
2022
Age
2021
Age
2023
Age
2022
Age
2021
Age
Retiring currently at age 65
Male86.887.187.287.287.786.985.685.585.4
Female88.488.788.789.690.089.387.287.287.1
Currently aged 45, retiring at age 65
Male88.188.588.688.889.388.687.187.086.9
Female90.490.790.891.391.791.188.788.688.5
(1)    Based on the CMI’s S3 mortality tables with scaling factors based on the experience of the plan and where people live, with suitable future improvements.
(2)    Based on the CMI's S3 mortality tables with scaling factors based on the experience of the plan, with suitable future improvements.

260249

Financial statements (continued)
For the significant assumptions, the following sensitivity analyses estimate the potential impacts on the consolidated income statement for the year ending 30 June 20232024 and on the plan liabilities at 30 June 20222023:
 United KingdomIrelandUnited States
Benefit/(cost)Operating
profit
£ million
Profit after
taxation
£ million
Plan
liabilities
(1)
£ million
Operating
profit
£ million
Profit after
taxation
£ million
Plan
liabilities
(1)
£ million
Operating
profit
£ million
Profit after
taxation
£ million
Plan
liabilities
(1)
£ million
Effect of 0.5% increase in discount rate2 19 336 1 4 96 1 3 22 
Effect of 0.5% decrease in discount rate(3)(17)(374)(1)(4)(108)(1)(3)(23)
Effect of 0.5% increase in inflation(2)(9)(246)(1)(3)(59) (1)(10)
Effect of 0.5% decrease in inflation2 10 260 1 3 57  1 9 
Effect of 1 year increase in life expectancy (6)(171) (2)(56) (1)(17)
 United KingdomIrelandUnited States
Benefit/(cost)Operating
profit
£ million
Profit after
taxation
£ million
Plan
liabilities
(1)
£ million
Operating
profit
£ million
Profit after
taxation
£ million
Plan
liabilities
(1)
£ million
Operating
profit
£ million
Profit after
taxation
£ million
Plan
liabilities
(1)
£ million
Effect of 0.5% increase in discount rate15 259 85 22 
Effect of 0.5% decrease in discount rate(2)(14)(267)(1)(4)(95)(2)(2)(24)
Effect of 0.5% increase in inflation(1)(8)(156)— (2)(49)— (1)(9)
Effect of 0.5% decrease in inflation173 — 50 — 8 
Effect of one year increase in life expectancy— (6)(131)— (2)(55)— (1)(15)
 
(1)    The estimated effect on the liabilities excludes the impact of any interest rate and inflation swaps held by the pension plans.
(i)    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 a change in the key assumption while holding all other assumptions constant. The sensitivity to inflation includes the impact on all inflation linked assumptions (e.g. pension increases and salary increases where appropriate).

(c) Investment and hedging strategy
The investment strategy for the group’s funded post employment plans is determined locally by the trustees of the plan and/or Diageo, as appropriate, and takes account of the relevant statutory requirements. The objective of the investment strategy is to achieve a target rate of return in excess of the movement on the liabilities, whilst taking an acceptable level of investment risk relative to the liabilities. This objective is implemented by using the funds of the plans to invest in a variety of asset classes that are expected over the long-term to deliver a target rate of return. The majority of the investment strategies have significant amounts allocated to equities, with the intention that this will result in the ongoing cost to the group of the post employment plans being lower over the long-term, within acceptable boundaries of risk. Significant amounts are invested in bonds, in order to provide a natural hedge against movements in the liabilities of the plans. At 30 June 2022,2023, approximately 88%97% and 90% (202198% (202286%100% and 90%103%) of the UK plans’ liabilities measured on the Trustee's funding basis (gilts+50bp) were hedged against future movements in gilt based interest rates and RPI inflation, respectively, through the combined effect of bonds and swaps. At 30 June 2022,2023, approximately 70%92% and 76% (2021112% (202262%70% and 76%) of the Irish plans’ liabilities measured on the Trustee's funding basis (euro-swaps+50bp) were hedged against future movements in euro government bond based interest rates and euro inflation, respectively, through the combined effect of bonds and swaps.
The discount rates used are based on the yields of high-quality fixed income investments. For the UK plans, which represent approximately 68%65% of total plan liabilities, the discount rate is determined by reference to the yield curves of AA-rated corporate bonds for which the timing and amount of cash outflows are similar to those of the plans. A similar process is used to determine the discount rates used for the non-UK plans.
261250

Financial statements (continued)
An analysis of the fair value of the plan assets is as follows:
2022
United Kingdom
£ million
Ireland
£ million
United States and other
£ million
Total
£ million
QuotedUnquotedQuotedUnquotedQuotedUnquotedQuotedUnquotedTotal
Equities23 1,218 — 319 70 105 93 1,642 1,735 
Bonds
Fixed-interest government86 — 30 49 152 51 268 319 
Inflation-linked government— — — 199 200 201 
Investment grade corporate— 68 — 388 25 222 25 678 703 
Non-investment grade44 557 200 47 758 805 
Loan securities11 1,271 — 98 — — 11 1,369 1,380 
Repurchase agreements2,400 (215)— — — — 2,400 (215)2,185 
Liability Driven Investment (LDI)— 119 — 46 — — — 165 165 
Property28 716 — 74 — 28 791 819 
Hedge funds— 107 — 92 — — 204 204 
Interest rate and inflation swaps— (900)— 37 — — — (863)(863)
Cash and other24 481 154 — 80 31 715 746 
Total bid value of assets2,532 3,508 9 1,637 146 567 2,687 5,712 8,399 
2023
United Kingdom
£ million
Ireland
£ million
United States and other
£ million
Total
£ million
QuotedUnquotedQuotedUnquotedQuotedUnquotedQuotedUnquotedTotal
Equities12 916 — 291 64 98 76 1,305 1,381 
Bonds
Fixed-interest government18 24 — 48 66 38 104 
Inflation-linked government— — — 96 98 100 
Investment grade corporate— 29 — 328 21 227 21 584 605 
Non-investment grade22 289 186 133 30 608 638 
Loan securities13 526 — 84 — — 13 610 623 
Repurchase agreements2,351 826 — — — — 2,351 826 3,177 
Liability Driven Investment (LDI)— — — 81 — — — 81 81 
Property29 462 — 62 — 29 525 554 
Hedge funds— — — 12 — — 17 17 
Interest rate and inflation swaps— (971)102 (18)— — 102 (989)(887)
Cash and other46 (14)347 — 69 51 402 453 
Total bid value of assets2,491 2,087 113 1,475 137 543 2,741 4,105 6,846 

2021
United Kingdom
£ million
Ireland
£ million
United States and other
£ million
Total
£ million
QuotedUnquotedQuotedUnquotedQuotedUnquotedQuotedUnquotedTotal
Equities— 604 306 70 106 72 1,016 1,088 
Bonds
Fixed-interest government86 61 — 81 47 133 146 279 
Inflation-linked government— — — 239 — — — 239 239 
Investment grade corporate13 499 — 355 24 367 37 1,221 1,258 
Non-investment grade17 134 115 10 21 259 280 
Loan securities58 1,731 278 — — 59 2,009 2,068 
Repurchase agreements4,512 (904)— — — — 4,512 (904)3,608 
Liability Driven Investment (LDI)210 — 66 — — 276 278 
Property— 685 — 72 — — 758 758 
Hedge funds— 101 — 139 — — 244 244 
Interest rate and inflation swaps— (994)— 108 — — — (886)(886)
Cash and other12 514 60 — 90 14 664 678 
Total bid value of assets4,700 2,641 7 1,819 143 582 4,850 5,042 9,892 
2022
United Kingdom
£ million
Ireland
£ million
United States and other
£ million
Total
£ million
QuotedUnquotedQuotedUnquotedQuotedUnquotedQuotedUnquotedTotal
Equities23 1,218 — 319 70 105 93 1,642 1,735 
Bonds
Fixed-interest government86 — 30 49 152 51 268 319 
Inflation-linked government— — — 199 200 201 
Investment grade corporate— 68 — 388 25 222 25 678 703 
Non-investment grade44 557 200 47 758 805 
Loan securities11 1,271 — 98 — — 11 1,369 1,380 
Repurchase agreements2,400 (215)— — — — 2,400 (215)2,185 
Liability Driven Investment (LDI)— 119 — 46 — — — 165 165 
Property28 716 — 74 — 28 791 819 
Hedge funds— 107 — 92 — — 204 204 
Interest rate and inflation swaps— (900)— 37 — — — (863)(863)
Cash and other24 481 154 — 80 31 715 746 
Total bid value of assets2,532 3,508 9 1,637 146 567 2,687 5,712 8,399 

(i)    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.

Total cash contributions by the group to all post employment plans in the year ending 30 June 20232024 are estimated to be approximately £70 million.£75 million ($95 million).



262251

Financial statements (continued)
(d) Deficit funding arrangements
UK plans
In the year ended 30 June 2011 the group established a Pension Funding Partnership (PFP) in respect of the UK Scheme. Whisky inventory was transferred into the partnership but the group retains control over the partnership which at 30 June 20222023 held inventory with a book value of £561£732 million (2021(2022£564£561 million). The partnership is fully consolidated in the group financial statements. The UK Scheme has a limited interest in the partnership and, as a partner, is entitled to a distribution from the profits of the partnership. The arrangement is expected to cease in 2030, and contributions to the UK scheme in any year will be dependent on the funding position of the UK scheme at the previous 31 March. Given the surplus funding position in the DPS, the contributionthere were no contributions to the DPS in the yearyears ended 30 June 2022 was nil (2021 - nil).2023 and 30 June 2022.
In 2030, the group will be required, dependent upon the funding position of the UK Scheme at that time, to pay an amount not greater than the actuarial deficit at that time, up to a maximum of £430 million in cash, to purchase the UK Scheme’s interest in the partnership. If the UK Scheme is in surplus at an actuarial triennial valuation excluding the value of the PFP, then the group can exit the PFP with the agreement of the trustees.
During the year ended 30 June 2023, following a remeasurement of the Diageo Lifestyle Plan, Diageo made a £16 million one-off deficit contribution to satisfy minimum funding requirement.

Irish plans
The group has agreed a deficit funding arrangement with the trustees31 December 2021 triennial actuarial valuation of the IrishGuinness Ireland Group Pension Scheme under which it contributeswas completed during the year ended 30 June 2023 showing the Scheme is fully funded on the Trustee’s ongoing funding basis and the statutory minimum funding standard basis. Given the fully funded position, no deficit contributions were payable in the year ended 30 June 2023 and the Trustee agreed to the Irish Scheme €23 million (£20 million) per annum untilcompany's request to terminate the year ending 30 June 2028. The agreement also provides for additional cash contributions up to €106 million (£91 million) if the deficit is not reduced at each triennial valuation in line with agreed deficit targets up to 2027. As part of this funding plan, Diageo has also granted to the Irish Scheme a contingent asset,arrangements comprising mortgages over certain land and buildings and fixed and floating charges over certain receivables of the group up to a value of €200 million (£172171 million) or. The company has agreed with the amountTrustee conditional contributions of the deficit at each triennial valuation if less. Theup to €35 million (£30 million) by 31 December 2021 triennial actuarial valuation2024, €39 million (£33 million) by 31 December 2027 and €39 million (£33 million) by 31 December 2030 if a deficit is currently underway and it will be agreed by Diageo and the trustee by the end of September.identified at those valuations.

(e) Timing of benefit payments
The following table provides information on the timing of the benefit payments and the average duration of the defined benefit obligations and the distribution of the timing of benefit payments:
 United KingdomIrelandUnited States
 2022
£ million
2021
£ million
2022
£ million
2021
£ million
2022
£ million
2021
£ million
Maturity analysis of benefits expected to be paid
Within one year295 288 70 84 58 52 
Between 1 to 5 years1,082 1,112 353 338 187 145 
Between 6 to 15 years2,556 2,606 704 656 310 247 
Between 16 to 25 years2,252 2,314 634 588 183 145 
Beyond 25 years2,787 2,840 768 746 174 138 
Total8,972 9,160 2,529 2,412 912 727 
yearsyearsyearsyearsyearsyears
Average duration of the defined benefit obligation15181518911
 United KingdomIrelandUnited States
 2023
£ million
2022
£ million
2023
£ million
2022
£ million
2023
£ million
2022
£ million
Maturity analysis of benefits expected to be paid
Within one year303 295 73 70 57 58 
Between 1 to 5 years1,090 1,082 367 353 174 187 
Between 6 to 15 years2,439 2,556 727 704 331 310 
Between 16 to 25 years2,244 2,252 645 634 206 183 
Beyond 25 years2,664 2,787 747 768 187 174 
Total8,740 8,972 2,559 2,529 955 912 
yearsyearsyearsyearsyearsyears
Average duration of the defined benefit obligation1415141599

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 on 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 to be accrued subsequently.

(f) Related party disclosures
Information on transactions between the group and its pension plans is given in note 21.

263252

Financial statements (continued)
15. Working capital

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 and raw materials 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 cost less any allowance for discounts and doubtful debts. Trade receivables arise from contracts with customers, and are recognised when performance obligations are satisfied, and the consideration due is unconditional as only the passage of time is required before the payment is received. Allowance losses are calculated by reviewing lifetime expected credit losses using historic and forward-looking data on credit risk.
Trade and other payables are initially recognised at fair value including transaction costs and subsequently carried at amortised costs. Contingent considerations recognised in business combinations are subsequently measured at fair value through income statement. The group evaluates supplier arrangements against a number of indicators to assess if the liability has the characteristics of a trade payable or should be classified as borrowings. This assessment considers the commercial purpose of the facility, whether payment terms are similar to customary payment terms, whether the group is legally discharged from its obligation towards suppliers before the end of the original payment term, and the group’s involvement in agreeing terms between banks and suppliers.
Provisions are liabilities of uncertain timing or amount. A provision is recognised if, as a result of a past event, the group has a present 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 a discounted basis. The carrying amounts of provisions are reviewed at each balance sheet date and adjusted to reflect the current best estimate.
(a) Inventories
 2022
£ million
2021
£ million
Raw materials and consumables489 348 
Work in progress86 60 
Maturing inventories5,229 4,668 
Finished goods and goods for resale1,290 969 
7,094 6,045 
 2023
£ million
2022
£ million
Raw materials and consumables543 489 
Work in progress132 86 
Maturing inventories5,794 5,229 
Finished goods and goods for resale1,192 1,290 
7,661 7,094 

Maturing inventories include whisk(e)y, rum, tequila and Chinese white spirits. The following amounts of inventories are expected to be utilised after more than one year:
 2022
£ million
2021
£ million
Raw materials and consumables15 17 
Maturing inventories3,713 3,296 
3,728 3,313 
 2023
£ million
2022
£ million
Raw materials and consumables23 15 
Maturing inventories4,063 3,713 
4,086 3,728 

Inventories are disclosed net of provisions for obsolescence, an analysis of which is as follows:
 2022
£ million
2021
£ million
2020
£ million
Balance at beginning of the year96 98 63 
Exchange differences6 (8)— 
Income statement charge6 20 47 
Utilised(13)(14)(12)
Sale of businesses(1)— — 
94 96 98 
 2023
£ million
2022
£ million
2021
£ million
Balance at beginning of the year94 96 98 
Exchange differences(27)(8)
Income statement charge55 20 
Utilised(19)(13)(14)
Sale of businesses(1)(1)— 
102 94 96 


264253

Financial statements (continued)
(b) Trade and other receivables

 20222021
 Current
assets
£ million
Non-current
assets
£ million
Current
assets
£  million
Non-current
assets
£ million
Trade receivables2,155  1,817 — 
Interest receivable18  35 — 
VAT recoverable and other prepaid taxes290 15 216 18 
Other receivables158 13 148 18 
Prepayments290 9 150 — 
Accrued income22  19 — 
2,933 37 2,385 36 
 20232022
 Current
assets
£ million
Non-current
assets
£ million
Current
assets
£  million
Non-current
assets
£ million
Trade receivables2,011  2,155 — 
Interest receivable12  18 — 
VAT recoverable and other prepaid taxes271 15 290 15 
Other receivables163 13 158 13 
Prepayments229 3 290 
Accrued income34  22 — 
2,720 31 2,933 37 

At 30 June 2022,2023, approximately 29%26%, 15%14% and 9%11% of the group’s trade receivables of £2,155£2,011 million are due from counterparties based in the United States, United Kingdom and India, respectively. Accrued income primarily represents amounts receivable from customers in respect of performance obligations satisfied but not yet invoiced.
The aged analysis of trade receivables, net of expected credit loss allowance, is as follows:
 2022
£ million
2021
£ million
Not overdue2,114 1,771 
Overdue 1 – 30 days19 15 
Overdue 31 – 60 days8 
Overdue 61 – 90 days5 
Overdue 91 – 180 days5 
Overdue more than 180 days4 10 
2,155 1,817 
 2023
£ million
2022
£ million
Not overdue1,967 2,114 
Overdue 1 – 30 days25 19 
Overdue 31 – 60 days7 
Overdue 61 – 90 days3 
Overdue 91 – 180 days6 
Overdue more than 180 days3 
2,011 2,155 

Trade and other receivables are disclosed net of expected credit loss allowance for doubtful debts, an analysis of which is as follows:
 2022
£ million
2021
£ million
2020
£ million
Balance at beginning of the year112 160 113 
Exchange differences6 (13)(3)
Income statement charge/(release)21 (15)55 
Written off(21)(20)(5)
118 112 160 
 2023
£ million
2022
£ million
2021
£ million
Balance at beginning of the year118 112 160 
Exchange differences(12)(13)
Income statement (release)/charge(3)21 (15)
Written off(14)(21)(20)
89 118 112 

Management has considered the credit risk on trade and other receivables. At 30 June 2022, this resulted in a charge of £21 million for impairment provisions recognised in the income statement. At 30 June 2020, £29 million out of the charge of £55 millionwas related to the expected credit loss allowance due to the global financial uncertainty arising from the Covid-19 pandemic.

265254

Financial statements (continued)
(c) Trade and other payables
 20222021
 Current
liabilities
£ million
Non-current
liabilities
£ million
Current
liabilities
£ million
Non-current
liabilities
£ million
Trade payables2,705  2,014 — 
Interest payable143  124 — 
Tax and social security excluding income tax696  656 — 
Other payables600 380 606 338 
Accruals1,635  1,152 — 
Deferred income90  72 — 
Dividend payable to non-controlling interests18  24 — 
5,887 380 4,648 338 
 20232022
 Current
liabilities
£ million
Non-current
liabilities
£ million
Current
liabilities
£ million
Non-current
liabilities
£ million
Trade payables2,659  2,705 — 
Interest payable237  143 — 
Tax and social security excluding income tax632  696 — 
Other payables432 368 600 380 
Accruals1,229  1,635 — 
Deferred income73  90 — 
Dividend payable to non-controlling interests38  18 — 
5,300 368 5,887 380 

Interest payable at 30 June 20222023 includes interest on non-derivative financial instruments of £141£217 million (2021(2022£122£141 million). Accruals at 30 June 20222023 include £613£561 million (2021(2022£455£613 million) accrued discounts attributed to sales recognised. Deferred income represents amounts paid by customers in respect of performance obligations not yet satisfied. The amount of contract liabilities recognised as revenue in the current year is £72£90 million (2021(2022£7972 million). Non-current liabilities include the net present value of contingent consideration in respect of prior acquisitions of £353£293 million (2021(2022£320£353 million). For further information on contingent consideration, please refer to note 16 (g).

Together with the group’s partner banks, supply chain financing (SCF) facilities are provided to suppliers in certain countries. These arrangements enable suppliers to receive funding earlier than the invoice due date at their discretion and at their own cost. Payment terms continue to be agreed directly between the group and suppliers, independently from the availability of SCF facilities. Liabilities are settled in accordance with the original due date of invoices. The group does not incur any fees or receive any rebates where the suppliers choose to utilise these facilities. The group has determined that it is appropriate to present amounts outstanding subject to SCF arrangements as trade payables. Consistent with this classification, cash flows are presented either as operating cash flows or cash flows from investing activities, when related to the acquisition of non-current assets. At 30 June 2022,2023, the amount that has been subject to SCF and accounted for as trade payables was £750£727 million (2021(2022£465£789 million).

(d) Provisions
Thalidomide
£ million
Other
£ million
Total
£ million
At 30 June 2021190 222 412 
Exchange differences 18 18 
Disposal of businesses (6)(6)
Provisions charged during the year 65 65 
Provisions utilised during the year(16)(73)(89)
Transfers from other payables 12 12 
Unwinding of discounts4 1 5 
At 30 June 2022178 239 417 
Current liabilities12 147 159 
Non-current liabilities166 92 258 
178 239 417 
Thalidomide
£ million
Other
£ million
Total
£ million
At 30 June 2022178 239 417 
Exchange differences(1)(26)(27)
Disposal of businesses (2)(2)
Provisions charged during the year 31 31 
Provisions utilised during the year(14)(61)(75)
Transfers from other payables 12 12 
Unwinding of discounts5 1 6 
At 30 June 2023168 194 362 
Current liabilities13 106 119 
Non-current liabilities155 88 243 
168 194 362 
 
(i) Provisions have been established in respect of the discounted value of the group’s commitment to the UK and Australian Thalidomide Trusts. These provisions will be utilised over the period of the commitments up to 2037.
(ii) The largest item in other provisions at 30 June 20222023 is £49£51 million (2021(2022£45£49 million) in respect of employee deferred compensation plans which will be utilised when employees leave the group.

266255

Financial statements (continued)
Risk management and capital structure

Introduction
This section sets out the policies and procedures applied to manage the group’s capital structure and the financial risks the group is exposed to. Diageo considers the following components of its balance sheet to be capital: borrowings and equity. 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.

16. Financial instruments and risk management

Accounting policies

Financial assets and liabilities are initially recorded at fair value including, where permitted by IFRS 9, 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: financial assets and liabilities at amortised cost, financial assets and liabilities at fair value through income statement and financial assets at fair value through other comprehensive income.
The accounting policies for other investments and loans are described in note 13, for trade and other receivables and payables in note 15 and for cash and cash equivalents in note 17.
Financial assets and liabilities at fair value through income statement include derivative assets and liabilities. Where financial assets or liabilities are eligible to be carried at either amortised cost or fair value through other comprehensive income, the group does not apply the fair value option.
Derivative financial instruments are carried at fair value using a discounted cash flow model 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 to the income statement as they arise.
Other financial liabilities are carried at amortised cost unless they are part of a fair value hedge relationship. The difference between the initial 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. Financial liabilities in respect of the Zacapa acquisition are recognised at fair value.

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), commodity price risk of highly probable forecast transactions, oras well as the cash flow risk from a change in exchange or interest rates (cash flow hedges) and hedges of net investments in foreign operations (net investment hedges). The designated portion of the hedging instruments is included in other financial assets and liabilities on the consolidated balance sheet. The effectiveness of such hedges is assessed at inception and at least on a quarterly basis, using prospective testing. Methods used for testing effectiveness include dollar offset, critical terms, regression analysis and hypothetical models.
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 a hedge relationship no longer meets hedge accounting criteria, 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 hedgeshedges are used to hedge the foreign currency risk of highly probable future foreign currency cash flows, the commodity price risk of highly probable future transactions, 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, commodity or interest exposure affects the income 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 currency 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.
267256

Financial statements (continued)
The group’s funding, liquidity and exposure to foreign currency and interest rate risks are managed by the group’s treasury department. The treasury department uses a range of financial instruments to manage these underlying risks.
Treasury operations are conducted within a framework 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 application of the Board-approved strategies. Transactions arising from the application of this flexibility are carried at fair value, gains or losses are taken to the income statement as they arise and are separately monitored on a daily basis using Value at Risk analysis. In the years ended 30 June 20222023 and 30 June 20212022 gains and losses on these transactions were not material. The group does not use derivatives for speculative purposes. All transactions in derivative financial instruments are initially undertaken to manage the risks arising from underlying business activities.
The group purchases insurance for commercial or, where required, for legal or contractual reasons. In addition, the group retains insurable risk where external insurance is not considered an economic means of mitigating these risks.
The Finance Committee receives a quarterly report on the key activities of the treasury department, however any exposures which differ from the defined benchmarks are reported as they arise.

(a) Currency risk
The group presents its consolidated financial statements in sterling and conducts business in many currencies. As a result, it is subject to foreign currency risk due to exchange rate movements, which will affect the group’s transactions and the translation of the results and underlying net assets of its operations. To manage the currency risk, the group uses certain financial instruments. Where hedge accounting is applied, hedges are documented and tested for effectiveness on an ongoing basis.

Hedge of net investment in foreign operations
The group hedges a certain portion of its exposure to fluctuations in the sterling value of its foreign operations by designating borrowings held in foreign currencies and using foreign currency spots, forwards, swaps and other financial derivatives. For the year ended 30 June 20222023 the group’s guidanceintention was to maintain total net investment Value at Risk to total net asset value below 20%, where Value at Risk is defined as the maximum amount of loss over a one-year period with a 95% probability confidence level.
At 30 June 20222023 foreign currency borrowings designated in net investment hedge relationships amounted to £8,742£10,627 million (2021 £7,780(2022 £8,742 million), including financial derivatives.

Hedge of foreign currency debt
The group uses cross currency interest rate swaps to hedge the foreign currency risk associated with certain foreign currency denominated borrowings.

Transaction exposure hedging
The group’s policy is to hedge forecast transactional foreign currency risk on the net US dollar exposuremajor currency pair exposures up to 24 months, targeting 75% coverage for the current financial year, and on other currency exposures up to 18 months. The group’s exposure to foreign currency risk arising principally on forecasted sales transactions is managed using forward agreements and options.
(b) Interest rate risk
The group has an exposure to interest rate risk, arising principally on changes in US dollar, euro and sterling interest rates. To manage interest rate risk, the group manages its proportion of fixed to floating rate borrowings within limits approved by the Board, primarily through issuing fixed and floating rate borrowings, and by utilising interest rate swaps. These practices aim to minimise the group’s net finance charges with acceptable year-on-year volatility. To facilitate operational efficiency and effective hedge accounting, for the year ended 30 June 20222023 the group’s policy was to maintain fixed rate borrowings within a band of 40% to 90%. of forecast net borrowings. For these calculations, net borrowings exclude interest rate related fair value adjustments. The majority of the group’s existing interest rate derivatives are designated as hedges and are expected to be effective. Fair value of these derivatives is recognised in the income statement, along with any changes in the relevant fair value of the underlying hedged asset or liability. The group's net borrowings interest rate profile as at 30 June 2022 and 2021of the group's net borrowings is as follows:
 20222021
 £ million%£ million%
Fixed rate11,070 78 9,278 77 
Floating rate(1)
2,612 19 2,521 21 
Impact of financial derivatives and fair value adjustments(20) (53)(1)
Lease liabilities475 3 363 
Net borrowings14,137 100 12,109 100 
 20232022
 £ million%£ million%
Fixed rate11,961 77 11,070 78 
Floating rate(1)
3,225 21 2,612 19 
Impact of financial derivatives and fair value adjustments(93)(1)(20)— 
Lease liabilities448 3 475 
Net borrowings15,541 100 14,137 100 
(1) The floating rate portion of net borrowings includes cash and cash equivalents, collaterals, floating rate loans and bonds and bank overdrafts.

268257

Financial statements (continued)
The table below sets out the average monthly net borrowings and effective interest rate:
Average monthly net borrowingsEffective interest rate
2022
£ million
2021
£ million
2020
£ million
2022
%
2021
%
2020
%
12,692 12,702 12,708 2.72.72.6
Average monthly net borrowingsEffective interest rate
2023
£ million
2022
£ million
2021
£ million
2023
%
2022
%
2021
%
15,244 12,692 12,702 3.92.72.7
(i)     For this calculation, net interest charge excludes fair value adjustments to derivative financial instruments and average monthly net borrowings include the impact of interest rate swaps that are no longer in a hedge relationship but exclude the market value adjustment for cross currency interest rate swaps.

IBOR reform
In accordance with the UK Financial Conduct Authority’s announcement on 5 March 2021, LIBOR benchmark rates were discontinued after 31 December 2021, except for the majority of the US dollar settings which will beare discontinued afterfrom 30 June 2023. There have been amendments to the contractual terms of IBOR-referenced interest rates and the corresponding update of the hedge designations. By 30 June 2022, changes required to systems and processes in relation to the fair valuation of financial instruments were implemented and the transition had no material tax or accounting implications. The group also evaluated the implications of the reference rate changes in relation to other valuation models and credit risk, and concluded that they were not material.
In line with the relief provided by the amendment, the group assumes that the interest rate benchmark on which the cash flows of the hedged item, the hedging instrument or the hedged risk are based are not altered by the IBOR reform. The derivative hedging instruments provide a close approximation to the extent and nature of the risk exposure the group manages through hedging relationships.
Included in floating rate net borrowings are interest rate swaps designated in fair value hedges, with a notional amount of £2,893£2,063 million (2021: £2,338(2022 – £2,893 million) whose interest rates are based on USD LIBOR. In preparation for the discontinuation of USD LIBOR, the group will amendhave amended these agreements to either reference the Secured Overnight Financing Rate or include mechanics for selecting an alternative rate ensuring that(SOFR) resulting in economically equivalent trades upon transition. The floating legs of the transitioned trades will become SOFR based subsequent to the amendments the agreements will be economically equivalent on transition date.last USD LIBOR based interest payments.

(c) Commodity price risk
Commodity price risk is managed in line with the principles approved by the Board either through long-term purchase contracts with suppliers or, where appropriate, derivative contracts. The group policy is to maintain the Value at Risk of commodity price risk arising from commodity exposures below 75 bps of forecast gross profit in any given financial year. Where derivative contracts are used, the commodity price risk exposure is hedged up to 24 months of forecast volume through exchange-traded and over-the-counter contracts (futures, forwards and swaps) and cash flow hedge accounting is applied.

(d) Market risk sensitivity analysis
The group uses a sensitivity analysis that estimates the impacts on the consolidated income statement and other comprehensive income of either an instantaneous increase or decrease of 0.5% in market interest rates or a 10% strengthening or weakening in sterling against all other currencies, from the rates applicable at 30 June 2022 and 30 June 2021, for each class of financial instruments on the consolidated balance sheet at these dates with all other variables remaining constant. The sensitivity analysis excludes the impact of market risk on the net post employment benefit liabilities and assets, and corporate tax payable. This analysis is for illustrative purposes only, as in practice interest and foreign exchange rates rarely change in isolation.
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.
 Impact on income
 statement
gain/(loss)
Impact on consolidated
comprehensive income
gain/(loss)
(1) (2)
2022202120222021
£ million£ million£ million£ million
0.5% decrease in interest rates13 13 31 23 
0.5% increase in interest rates(13)(13)(30)(22)
10% weakening of sterling(33)(32)(1,125)(1,008)
10% strengthening of sterling28 27 922 825 
 Impact on income
 statement
gain/(loss)
Impact on consolidated
comprehensive income
gain/(loss)
(1) (2)
2023202220232022
£ million£ million£ million£ million
0.5% decrease in interest rates16 13 36 31 
0.5% increase in interest rates(16)(13)(35)(30)
10% weakening of sterling(45)(33)(1,336)(1,125)
10% strengthening of sterling36 28 1,093 922 
(1)    The impact on foreign currency borrowings and derivatives in net investment hedges is largely offset by the foreign exchange difference arising on the translation of net investments.
(2)    The impact on the consolidated statement of comprehensive income includes the impact on the income statement.

269258

Financial statements (continued)
(e) Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the group. Credit risk arises on cash balances (including bank deposits and cash and cash equivalents), derivative financial instruments and credit exposures to customers, including outstanding loans, trade and other receivables, financial guarantees and committed transactions.
The carrying amount of financial assets of £5,445£4,637 million (2021 (2022£5,360£5,445 million) represents the group’s exposure to credit risk at the balance sheet date as disclosed in section (i), excluding the impact of any collateral held or other credit enhancements. A financial asset is in default when the counterparty fails to pay its contractual obligations. Financial assets are written off when there is no reasonable expectation of recovery.
Credit risk is managed separately for financial and business related credit exposures.


Financial credit risk
Diageo aims to minimise its financial credit risk through the application of risk management policies approved and monitored by the Board. Counterparties are predominantly limited to investment grade banks and financial institutions, and policy restricts the exposure to any one counterparty by setting credit limits taking into account the credit quality of the counterparty. The group’s policy is designed to ensure that individual counterparty limits are adhered to and that there are no significant concentrations of credit risk. The Board also defines the types of financial instruments which may be transacted. The credit risk arising through the use of financial instruments for currency, interest rate and commodity price risk management is estimated with reference to the fair value of contracts with a positive value, rather than the notional amount of the instruments themselves. Diageo annually reviews the credit limits applied and regularly monitors the counterparties’ credit quality reflecting market credit conditions.
When derivative transactions are undertaken with bank counterparties, the group may, where appropriate, enter into certain agreements with such bank counterparties whereby the parties agree to post cash collateral for the benefit of the other if the net valuations of the derivatives are above a predetermined threshold. At 30 June 2022,2023, the collateral held under these agreements amounted to $(19) million (£(15) million) (2022 – $23 million (£19 million) (2021 – $136 million (£98 million)).

Business related credit risk
Exposures from loan, trade and other receivables are managed locally in the operating units where they arise and active risk management is applied, focusing on country risk, credit limits, ongoing credit evaluation and monitoring procedures. There is no significant concentration of credit risk with respect to loans, trade and other receivables as the group has a large number of customers which are internationally dispersed.

(f) Liquidity risk
Liquidity risk is the risk of Diageo encountering difficulties in meeting its obligations associated with financial liabilities that are settled by delivering cash or other financial assets. The group uses short-term commercial paper to finance its day-to-day operations. The group’s policy with regard to the expected maturity profile of borrowings is to limit the amount of such borrowings maturing within 12 months to 50% of gross borrowings less money market demand deposits, and the level of commercial paper to 30% of gross borrowings less money market demand deposits. In addition, the group’s policy is to maintain backstop facilities with relationship banks to support commercial paper obligations.
The following tables provide an analysis of the anticipated contractual cash flows including interest payable for the group’s financial liabilities and derivative instruments on an undiscounted basis. Where interest payments are calculated at a floating rate, rates of each cash flow until maturity of the instruments are calculated based on the forward yield curve prevailing at the respective year ends. The gross cash flows of cross currency swaps are presented for the purposes of this table. All other derivative contracts are presented on a net basis. Financial assets and liabilities are presented gross in the consolidated balance sheet although, in practice, the group uses netting arrangements to reduce its liquidity requirements on these instruments.

270259

Financial statements (continued)
Contractual cash flows
 Due within
1 year
£ million
Due between
1 and 3  years
£ million
Due between
3 and 5 years
£ million
Due after
5 years
£ million
Total
£ million
Carrying
amount at
balance
sheet date
£ million
2022
Borrowings(1)
(1,524)(2,842)(2,738)(9,276)(16,380)(16,020)
Interest on borrowings(1)(2)
(427)(626)(560)(1,622)(3,235)(141)
Lease capital repayments(85)(107)(61)(222)(475)(475)
Lease future interest payments(13)(20)(16)(44)(93) 
Trade and other financial liabilities(3)
(4,765)(123)(142)(126)(5,156)(5,145)
Non-derivative financial liabilities(6,814)(3,718)(3,517)(11,290)(25,339)(21,781)
Cross currency swaps (gross)
Receivable851 90 90 1,442 2,473  
Payable(783)(56)(56)(958)(1,853) 
Other derivative instruments (net)(86)(123)(78)(65)(352) 
Derivative instruments(2)
(18)(89)(44)419 268 22 
2021
Borrowings(1)
(1,859)(2,590)(2,788)(7,498)(14,735)(14,727)
Interest on borrowings(1)(2)
(390)(552)(467)(1,375)(2,784)(122)
Lease capital repayments(82)(92)(45)(144)(363)(363)
Lease future interest payments(9)(12)(8)(25)(54)— 
Trade and other financial liabilities(3)
(3,800)(71)(108)(191)(4,170)(4,125)
Non-derivative financial liabilities(6,140)(3,317)(3,416)(9,233)(22,106)(19,337)
Cross currency swaps (gross)
Receivable57 780 79 1,294 2,210 — 
Payable(41)(811)(56)(986)(1,894)— 
Other derivative instruments (net)143 54 — (23)174 — 
Derivative instruments(2)
159 23 23 285 490 312 
 Due within
1 year
£ million
Due between
1 and 3 years
£ million
Due between
3 and 5 years
£ million
Due after
5 years
£ million
Total
£ million
Carrying
amount at
balance
sheet date
£ million
2023
Borrowings(1)
(1,707)(3,615)(2,980)(8,652)(16,954)(16,502)
Interest on borrowings(1)(2)
(541)(750)(623)(1,503)(3,417)(217)
Lease capital repayments(75)(104)(69)(200)(448)(448)
Lease future interest payments(18)(28)(19)(37)(102) 
Trade and other financial liabilities(3)
(4,417)(231)(122)(96)(4,866)(4,782)
Non-derivative financial liabilities(6,758)(4,728)(3,813)(10,488)(25,787)(21,949)
Cross currency swaps (gross)
Receivable43 87 87 1,341 1,558 
Payable(28)(56)(56)(930)(1,070)
Other derivative instruments (net)19 (88)(79)(54)(202)
Derivative instruments(2)
34 (57)(48)357 286 134 
2022
Borrowings(1)
(1,524)(2,842)(2,738)(9,276)(16,380)(16,020)
Interest on borrowings(1)(2)
(427)(626)(560)(1,622)(3,235)(141)
Lease capital repayments(85)(107)(61)(222)(475)(475)
Lease future interest payments(13)(20)(16)(44)(93)— 
Trade and other financial liabilities(3)
(4,765)(123)(142)(126)(5,156)(5,145)
Non-derivative financial liabilities(6,814)(3,718)(3,517)(11,290)(25,339)(21,781)
Cross currency swaps (gross)
Receivable851 90 90 1,442 2,473 
Payable(783)(56)(56)(958)(1,853)
Other derivative instruments (net)(86)(123)(78)(65)(352)
Derivative instruments(2)
(18)(89)(44)419 268 22 
(1)    For the purpose of these tables, borrowings are defined as gross borrowings excluding lease liabilities and fair value of derivative instruments as disclosed in note 17.
(2)    Carrying amount of interest on borrowings, interest on derivatives and interest on other payable is included within interest payable in note 15.
(3)    Primarily consists of trade and other payables that meet the definition of financial liabilities under IAS 32.
The group had available undrawn committed bank facilities as follows:
 
2022
£ million
2021
£ million
Expiring within one year793 540 
Expiring between one and two years103 691 
Expiring after two years1,893 1,287 
2,789 2,518 
 
2023
£ million
2022
£ million
Expiring within one year99 793 
Expiring between one and two years496 103 
Expiring after two years2,083 1,893 
2,678 2,789 

The facilities can be used for general corporate purposes and, together with cash and cash equivalents, support the group’s commercial paper programmes.
There are no financial covenants on the group’s material short- and long-term borrowings. Certain of these borrowings contain cross default provisions and negative pledges.
The committed bank facilities are subject to a single financial covenant, being minimum interest cover ratio of two times (defined as the ratio of operating profit before exceptional items, aggregated with share of after tax results of associates and joint ventures, to net interest charges). They are also subject to pari passu ranking and negative pledge covenants.
Any non-compliance with covenants underlying Diageo’s financing arrangements could, if not waived, constitute an event of default with respect to any such arrangements, and any non-compliance with covenants may, in particular circumstances, lead to an acceleration of maturity on certain borrowings and the inability to access committed facilities. Diageo was in full compliance with its financial, pari passu ranking and negative pledge covenants in respect of its material short- and long-term borrowings throughout each of the years presented.
271260

Financial statements (continued)

(g) Fair value measurements
Fair value measurements of financial instruments are presented through the use of a three-level fair value hierarchy that prioritises the valuation techniques used in fair value calculations.
The group maintains policies and procedures to value instruments using the most relevant data available. If multiple inputs that fall into different levels of the hierarchy are used in the valuation of an instrument, the instrument is categorised on the basis of the most subjective input.
Foreign currency forwards and swaps, cross currency swaps and interest rate swaps are valued using discounted cash flow techniques. These techniques incorporate inputs at levels 1 and 2, such as foreign exchange rates and interest rates. These market inputs are used in the discounted cash flow calculation incorporating the instrument’s term, notional amount and discount rate, and taking credit risk into account. As significant inputs to the valuation are observable in active markets, these instruments are categorised as level 2 in the hierarchy.
Other financial liabilities include a put option, which does not have an expiry date, held by Industrias Licoreras de Guatemala (ILG) to sell the remaining 50% equity stake in Rum Creation & Products Inc., the owner of the Zacapa rum brand, to Diageo. The liability is fair valued using the discounted cash flow method and as at 30 June 20222023, an amount of £216£218 million (30 June 20212022£149£216 million) is recognised as a liability with changes in the fair value of the put option included in retained earnings. As the valuation of this option uses assumptions not observable in the market, it is categorised as level 3 in the hierarchy. As at 30 June 2022,2023, because it is unknown when or if ILG will exercise the option, the liability is measured as if the exercise date is on the last day of the next financial year considering forecast future performance. The option is sensitive to reasonably possible changes in assumptions. Ifassumptions; if the option were to be exercised as at 30 June 2024,2025, the fair value of the liability would increase by approximately £69 million.£30 million.
Included in other financial liabilities, the contingent consideration on acquisition of businesses represents the present value of payments up to £381£422 million linked to certain performance targets, which are expected to be paid over the next eight years.years.
Contingent considerations linked to certain volume targets at 30 June 2023 included £113 million in respect of the acquisition of Aviation Gin and Davos Brands (2022 – £157 million), £59 million in respect of the acquisition of 21Seeds (2022 – £59 million) and £18 million in respect of the acquisition of Lone River Ranch Water (2022 – £57 million). Contingent consideration of £70 million in respect of the acquisition of Don Papa Rum (2022 – £nil) is linked to certain financial performance targets. Contingent considerations are fair valued based on discounted cash flow method using assumptions not observable in the market. Contingent considerations are sensitive to possible changes in assumptions; a 10% increase or decrease in volume would increase or decrease the fair value of contingent considerations linked to certain volume targets by approximately £30 million and £50 million, respectively, and a 10% increase or decrease in cash flows would increase or decrease the fair value of contingent considerations linked to certain financial performance targets by approximately £25 million.
There were no significant changes in the measurement and valuation techniques, or significant transfers between the levels of the financial assets and liabilities in the year ended 30 June 2022.2023.
The group’s financial assets and liabilities measured at fair value are categorised as follows:
 
2022
£ million
2021
£ million
Derivative assets480 443 
Derivative liabilities(456)(129)
Valuation techniques based on observable market input (Level 2)24 314 
Financial assets - other184 138 
Financial liabilities - other(587)(578)
Valuation techniques based on unobservable market input (Level 3)(403)(440)
 
2023
£ million
2022
£ million
Derivative assets594 480 
Derivative liabilities(440)(456)
Valuation techniques based on observable market input (Level 2)154 24 
Financial assets - other192 184 
Financial liabilities - other(529)(587)
Valuation techniques based on unobservable market input (Level 3)(337)(403)
In the years ended 30 June 20222023 and 30 June 2021,2022, the increase in financial assets - other of £8 million (2022 – £46 million (2021 – £22 million) is principally in respect of acquisitions.
261

Financial statements (continued)
The movements in level 3 instruments, measured on a recurring basis, are as follows:
 Zacapa
financial
liability
Contingent consideration recognised on acquisition of businesses(1)
Zacapa
financial
liability
Contingent consideration recognised on acquisition of businesses(1)
2022202220212021
£ million£ million£ million£ million
At the beginning of the year(149)(429)(167)(249)
Net (losses)/gains included in the income statement(20)62 (7)(47)
Net (losses)/gains included in exchange in other comprehensive income(26)(39)21 31 
Net losses included in retained earnings(34) (2)— 
Acquisitions (70)— (253)
Settlement of liabilities13 105 89 
At the end of the year(216)(371)(149)(429)
 Zacapa
financial
liability
Contingent consideration recognised on acquisition of businessesZacapa
financial
liability
Contingent consideration recognised on acquisition of businesses
2023202320222022
£ million£ million£ million£ million
At the beginning of the year(216)(371)(149)(429)
Net (losses)/gains included in the income statement(8)117 (20)62 
Net gains/(losses) included in exchange in other comprehensive income9 11 (26)(39)
Net losses included in retained earnings(16) (34)— 
Acquisitions (76)— (70)
Settlement of liabilities13 8 13 105 
At the end of the year(218)(311)(216)(371)
(1)    Included in the balance at 30 June 2022 is £157 million in respect of the acquisition of Aviation Gin and Davos Brands (2021 – £177 million), £59 million in respect of the acquisition of 21Seeds, £57 million in respect of the acquisition of Lone River Ranch Water (2021 – £49 million) and £nil in respect of the acquisition of Casamigos as it was fully repaid on 17 September 2021 (2021- £80 million).

(h) Results of hedge relationships
The group targets a one-to-one hedge ratio. StrengthThe strength of the economic relationship between the hedged items and the hedging instruments areis analysed on an ongoing basis. Ineffectiveness can arise from subsequent change in the forecast transactions as a result of altereddifferences in timing, cash flows or value except when the critical terms of the hedging instrument and hedged item are closely aligned.
272

Financial statements (continued)
The change in the credit risk of the hedging instruments or the hedged items is not expected to be the primary factor in the economic relationship.
The notional amounts, contractual maturities and rates of the hedging instruments designated in hedging relationships as of 30 June 2022 and 30 June 2021 by the main risk categories are as follows:
Notional amounts
£ million
Maturity
Range of hedged rates(1)
20222023
Net investment hedges
Derivatives in net investment hedges of foreign operations11637 July 20222023Turkish lira 22.27US dollar 1.27
Cash flow hedges
Derivatives in cash flow hedge (foreign currency debt)1,694873September 2036 - April 2043US dollar 1.60 - 1.88
Derivatives in cash flow hedge (foreign currency risk)1,734September 2023 - December 2024
US dollar 1.05 - 1.33,
Mexican peso 14.76 - 18.38
Derivatives in cash flow hedge (commodity price risk)217July 2023 - September 2024
Feed Wheat: 183.75 - 240.00 USD/Bu
LME Aluminium: 2,248 - 3,399 USD/Mt
Fair value hedges
Derivatives in fair value hedge (interest rate risk)3,999September 2023 - April 2030(0.01) - 3.09%
2022
Net investment hedges
Derivatives in net investment hedges of foreign operations11 July 2022Turkish lira 22.27
Cash flow hedges
Derivatives in cash flow hedge (foreign currency debt)1,694 April 2023 - April 2043US dollar 1.22 - 1.88
Derivatives in cash flow hedge (foreign currency risk)1,874 September 2022 - June 2024US dollar 1.22 - 1.42, euro 1.13 - 1.17
Derivatives in cash flow hedge (commodity price risk)234 July 2022 - March 2024
Natural Gas: 1.67 - 3.57 GBP/therm(ec)
LME Aluminium: 2,009 - 3,399 USD/Mt
Fair value hedges
Derivatives in fair value hedge (interest rate risk)4,444September 2022 - April 2043(0.01) - 3.09%
2021
Net investment hedges
Derivatives in net investment hedges of foreign operations11 July 2021Turkish lira 11.86 - 12.22
Cash flow hedges
Derivatives in cash flow hedge (foreign currency debt)1,475 April 2023 - April 2043US dollar 1.22 - 1.88
Derivatives in cash flow hedge (foreign currency risk)1,303 September 2021 - December 2022US dollar 1.19 - 1.42, euro 1.07 - 1.16
Derivatives in cash flow hedge (commodity price risk)93 July 2021 - May 2023
Corn: 3.63 - 5.17 USD/Bu
LME Aluminium: 1,631 - 2,421 USD/Mt
Fair value hedges
Derivatives in fair value hedge (interest rate risk)4,6464,444 October 2021September 2022 - April 2030(0.01) - 3.09%
(1)    In case of derivatives in cash flow hedges (commodity price risk and foreign currency risk), the range of the most significant contract’s hedged rates are presented.

For hedges of the cash flow risk from a change in forward exchange rates using cross currency interest rate swaps, the retranslation of the related bond principal to closing exchange rates and recognition of interest on the related bonds will affect the income statement in each year until the related bonds mature in 2023, 2036 and 2043. Exchange retranslation and the interest on the hedged bonds in the income statement are expected to offset those on the cross currency swaps in each of the years.
In respect of cash flow hedging instruments, a gain of £247 million (2022 – £124 million (2021gain; 2021 – £157 million loss; 2020 – £173 million gain)loss) was recognised in other comprehensive income due to changes in fair value. A lossgain of £42£13 million was transferred out of other comprehensive income to other operating expenses and a gainloss of £239£54 million to other finance charges, respectively, (2021(2022 – a loss of £42 million and a gain of £239 million; 2021 – a loss of £10 million and a loss of £175 million; 2020 – a loss of £42 million and a gain of £75 million) to offset the foreign exchange impact on the underlying transactions. A gain of £33 million (2022 – £46 million (2021gain, 2021 – £2 million gain, 2020 – £8 million loss)gain) was transferred out of other
262

Financial statements (continued)
comprehensive income to operating profit in relation to commodity hedges. The carrying amount of hedged items recognised in the consolidated balance sheet in relation to hedges of cash flow risk arising from foreign currency debts equals the notional value of the hedging instruments at 30 June 20222023 and are included within borrowings. The notional amount for cash flow hedges of foreign currency debt at 30 June 20222023 was £1,694£873 million (2021 (2022£1,475£1,694 million).
For cash flow hedges of forecast transactions at 30 June 2022,2023, based on year end interest and exchange rates, a gain to the income statement of £18£143 million in the year ending 30 June 2023 and a loss of £7 million in the year ending 30 June 2024 and a gain of £20 million in the year ending 30 June 2025 is expected to be recognised.
In respect of hedges of foreign currency borrowings that are no longer applicable at 30 June 2022,2023, a loss of £19£18 million (2021 (2022 – a loss of £20£19 million) was reported in reserves. There was no significant ineffectiveness on net investment and cash flow hedges during the year ended 30 June 2022.2023.
The £4,444£3,999 million (2021 (2022 – £4,646£4,444 million) notional value of hedged items in fair value hedges equals to the notional value of hedging instruments designated in these relationships at 30 June 20222023 and the carrying amount of hedged items are included within borrowings in the consolidated balance sheet.
For fair value hedges that are no longer applicable, the accumulated fair value changes shown on the consolidated balance sheet at 30 June 20222023 was £nil (2022 – £1 million (2021 – £5 million).
273

Financial statements (continued)
The following table sets out information regarding the effectiveness of hedging relationships designated by the group, as well as the impacts on the income statement and other comprehensive income:
At the beginning
 of the year
£ million
Consolidated Income
 statement
£ million
Consolidated statement of comprehensive income
£ million
Other
£ million
At the end
of the year
£ million
2022
Net investment hedges
Derivatives in net investment hedges of foreign operations  5 (6)(1)
Cash flow hedges
Derivatives in cash flow hedge (foreign currency debt)154 239 (6)(20)367 
Derivatives in cash flow hedge (foreign currency risk)53 (11)(130)11 (77)
Derivatives in cash flow hedge (commodity price risk)16 46 32 (44)50 
Fair value hedges
Derivatives in fair value hedge (interest rate risk)63 (346)  (283)
Fair value hedge hedged item(65)341   276 
Instruments in fair value hedge relationship(2)(5)  (7)
2021
Net investment hedges
Derivatives in net investment hedges of foreign operations— — (3)— 
Cash flow hedges
Derivatives in cash flow hedge (foreign currency debt)469 (175)(123)(17)154 
Derivatives in cash flow hedge (foreign currency risk)(58)(26)111 26 53 
Derivatives in cash flow hedge (commodity price risk)(9)39 (16)16 
Fair value hedges
Derivatives in fair value hedge (interest rate risk)189 (126)— — 63 
Fair value hedge hedged item(189)124 — — (65)
Instruments in fair value hedge relationship— (2)— — (2)
At the beginning
 of the year
£ million
Consolidated Income
 statement
£ million
Consolidated statement of comprehensive income
£ million
Other
£ million
At the end
of the year
£ million
2023
Net investment hedges
Derivatives in net investment hedges of foreign operations(1)  1  
Cash flow hedges
Derivatives in cash flow hedge (foreign currency debt)367 (54)60 (25)348 
Derivatives in cash flow hedge (foreign currency risk)(77)(17)260 17 183 
Derivatives in cash flow hedge (commodity price risk)50 33 (89)(19)(25)
Fair value hedges
Derivatives in fair value hedge (interest rate risk)(283)(94)  (377)
Fair value hedge hedged item276 96   372 
Instruments in fair value hedge relationship(7)2   (5)
2022
Net investment hedges
Derivatives in net investment hedges of foreign operations— — (6)(1)
Cash flow hedges
Derivatives in cash flow hedge (foreign currency debt)154 239 (6)(20)367 
Derivatives in cash flow hedge (foreign currency risk)53 (11)(130)11 (77)
Derivatives in cash flow hedge (commodity price risk)16 46 32 (44)50 
Fair value hedges
Derivatives in fair value hedge (interest rate risk)63 (346)— — (283)
Fair value hedge hedged item(65)341 — — 276 
Instruments in fair value hedge relationship(2)(5)— — (7)

274263

Financial statements (continued)
(i) Reconciliation of financial instruments
The table below sets out the group’s accounting classification of each class of financial assets and liabilities:
Fair value
through income
statement
£ million
Fair value through other comprehensive income
£ million
Assets and liabilities at amortised cost
£ million
Not categorised
as a financial
instrument
£ million
Total
£ million
Current
£ million
Non-current
£ million
2022
Other investments and loans(1)
180 4 15 1 200  200 
Trade and other receivables  2,365 605 2,970 2,933 37 
Cash and cash equivalents  2,285  2,285 2,285  
Derivatives in fair value hedge (interest rate risk)1    1  1 
Derivatives in cash flow hedge (foreign currency debt)367    367 43 324 
Derivatives in cash flow hedge (foreign currency risk)32    32 15 17 
Derivatives in cash flow hedge (commodity price risk)57    57 57  
Other instruments136    136 136  
Leases  3  3  3 
Total other financial assets593  3  596 251 345 
Total financial assets773 4 4,668 606 6,051 5,469 582 
Borrowings(2)
  (16,020) (16,020)(1,522)(14,498)
Trade and other payables(371) (4,774)(1,122)(6,267)(5,887)(380)
Derivatives in fair value hedge (interest rate risk)(284)   (284)(1)(283)
Derivatives in cash flow hedge (foreign currency risk)(109)   (109)(81)(28)
Derivatives in cash flow hedge (commodity price risk)(7)   (7)(5)(2)
Derivatives in net investment hedge(1)   (1)(1) 
Other instruments(271) (117) (388)(388) 
Leases  (475) (475)(85)(390)
Total other financial liabilities(672) (592) (1,264)(561)(703)
Total financial liabilities(1,043) (21,386)(1,122)(23,551)(7,970)(15,581)
Total net financial (liabilities)/assets(270)4 (16,718)(516)(17,500)(2,501)(14,999)
2021
Other investments and loans(1)
121 17 148 — 148 
Trade and other receivables— — 2,017 404 2,421 2,385 36 
Cash and cash equivalents— — 2,749 — 2,749 2,749 — 
Derivatives in fair value hedge (interest rate risk)106 — — — 106 102 
Derivatives in cash flow hedge (foreign currency debt)205 — — — 205 — 205 
Derivatives in cash flow hedge (foreign currency risk)61 — — — 61 57 
Derivatives in cash flow hedge (commodity price risk)16 — — — 16 14 
Other instruments55 — — — 55 46 
Leases— — — — 
Total other financial assets443 — — 448 121 327 
Total financial assets564 17 4,779 406 5,766 5,255 511 
Borrowings(2)
— — (14,727)— (14,727)(1,862)(12,865)
Trade and other payables(429)— (3,580)(977)(4,986)(4,648)(338)
Derivatives in fair value hedge (interest rate risk)(43)— — — (43)— (43)
Derivatives in cash flow hedge (foreign currency debt)(51)— — — (51)— (51)
Derivatives in cash flow hedge (foreign currency risk)(8)— — — (8)(5)(3)
Other instruments(176)— (91)— (267)(261)(6)
Leases— — (363)— (363)(82)(281)
Total other financial liabilities(278)— (454)— (732)(348)(384)
Total financial liabilities(707)— (18,761)(977)(20,445)(6,858)(13,587)
Total net financial (liabilities)/assets(143)17 (13,982)(571)(14,679)(1,603)(13,076)
Fair value
through income
statement
£ million
Fair value through other comprehensive income
£ million
Assets and liabilities at amortised cost
£ million
Not categorised
as a financial
instrument
£ million
Total
£ million
Current
£ million
Non-current
£ million
2023
Other investments and loans(1)
192  31 2 225  225 
Trade and other receivables  2,234 517 2,751 2,720 31 
Cash and cash equivalents  1,439  1,439 1,439  
Derivatives in cash flow hedge (foreign currency debt)348    348  348 
Derivatives in cash flow hedge (foreign currency risk)192    192 147 45 
Derivatives in cash flow hedge (commodity price risk)2    2 2  
Other instruments198    198 198  
Leases  1  1  1 
Total other financial assets740  1  741 347 394 
Total financial assets932  3,705 519 5,156 4,506 650 
Borrowings(2)
  (16,502) (16,502)(1,701)(14,801)
Trade and other payables(311) (4,472)(885)(5,668)(5,300)(368)
Derivatives in fair value hedge (interest rate risk)(377)   (377)(6)(371)
Derivatives in cash flow hedge (foreign currency risk)(9)   (9)(7)(2)
Derivatives in cash flow hedge (commodity price risk)(27)   (27)(26)(1)
Other instruments(245)   (245)(245) 
Leases  (448) (448)(75)(373)
Total other financial liabilities(658) (448) (1,106)(359)(747)
Total financial liabilities(969) (21,422)(885)(23,276)(7,360)(15,916)
Total net financial (liabilities)/assets(37) (17,717)(366)(18,120)(2,854)(15,266)
2022
Other investments and loans(1)
180 15 200 — 200 
Trade and other receivables— — 2,365 605 2,970 2,933 37 
Cash and cash equivalents— — 2,285 — 2,285 2,285 — 
Derivatives in fair value hedge (interest rate risk)— — — — 
Derivatives in cash flow hedge (foreign currency debt)367 — — — 367 43 324 
Derivatives in cash flow hedge (foreign currency risk)32 — — — 32 15 17 
Derivatives in cash flow hedge (commodity price risk)57 — — — 57 57 — 
Other instruments136 — — — 136 136 — 
Leases— — — — 
Total other financial assets593 — — 596 251 345 
Total financial assets773 4,668 606 6,051 5,469 582 
Borrowings(2)
— — (16,020)— (16,020)(1,522)(14,498)
Trade and other payables(371)— (4,774)(1,122)(6,267)(5,887)(380)
Derivatives in fair value hedge (interest rate risk)(284)— — — (284)(1)(283)
Derivatives in cash flow hedge (foreign currency risk)(109)— — — (109)(81)(28)
Derivatives in cash flow hedge (commodity price risk)(7)— — — (7)(5)(2)
Derivatives in net investment hedge(1)— — — (1)(1)— 
Other instruments(271)— (117)— (388)(388)— 
Leases— — (475)— (475)(85)(390)
Total other financial liabilities(672)— (592)— (1,264)(561)(703)
Total financial liabilities(1,043)— (21,386)(1,122)(23,551)(7,970)(15,581)
Total net financial (liabilities)/assets(270)(16,718)(516)(17,500)(2,501)(14,999)
(1)    Other investments and loans are including those in respect of associates.
(2)    Borrowings are defined as gross borrowings excluding lease liabilities and the fair value of derivative instruments.


At 30 June 20222023 and 30 June 2021,2022, the carrying values of cash and cash equivalents, other financial assets and liabilities approximate fair values. At 30 June 20222023, the fair value of borrowings, based on unadjusted quoted market data, was £15,641 million (2022 – £15,628 million (2021 – £15,895 million).

275

Financial statements (continued)
(j) Capital management
The group’s management is committed to enhancing shareholder value in the long-term, both by investing in the business and brands so as to deliver continued improvement in the return from those investments and by managing the capital structure. Diageo manages
264

Financial statements (continued)
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 an adjusted net borrowings (net borrowings aggregated with post employment benefit liabilities) to adjusted EBITDA leverage of 2.5 - 3.0 times, 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 Diageo’s 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 - 3.0 times. The group regularly assesses its debt and equity capital levels against its stated policy for capital structure. As at 30 June 20222023, the adjusted net borrowings (£14,53915,914 million) to adjusted EBITDA ratio was 2.52.6 times. For this calculation, net borrowings are adjusted by post employment benefit liabilities before tax (£402373 million) whilst adjusted EBITDA (£5,7036,120 million) comprises operating profit excluding exceptional operating items and depreciation, amortisation and impairment and includes share of after tax results of associates and joint ventures.

17. Net borrowings

Accounting policies

Borrowings are initially recognised at fair value net of transaction costs and are subsequently reported at amortised cost. Certain bonds are designated in fair value hedge relationship. In these cases, the amortised cost is adjusted for the fair value of the risk being hedged, with changes in value recognised in the income statement. The fair value adjustment is calculated using a discounted cash flow technique based on unadjusted market data.
Bank overdrafts form an integral part of the group’s cash management and are included as a component of net cash and cash equivalents in the consolidated statement of cash flows.
Cash and cash equivalents comprise cash in hand and deposits which are readily convertible to known amounts of cash and which are subject to insignificant risk of changes in value and have an original maturity of three months or less, including money market deposits, commercial paper and investments.
Net borrowings are defined as gross borrowings (short-term borrowings and long-term borrowings plus lease liabilities plus interest rate hedging instruments, cross currency interest rate swaps and foreign currency forwards and swaps used to manage borrowings) less cash and cash equivalents.

276265

Financial statements (continued)
 
2022
£ million
2021
£ million
Bank overdrafts74 112 
Bank and other loans105 160 
Credit support obligations(19)98 
€ 900 million 0.25% bonds due 2021 769 
$ 300 million 8% bonds due 2022(1)
248 — 
$ 1,000 million 2.875% bonds due 2022(1)
 719 
$ 1,350 million 2.625% bonds due 20231,115 — 
Fair value adjustment to borrowings(1)
Borrowings due within one year1,522 1,862 
$ 300 million 8% bonds due 2022(1)
 215 
$ 1,350 million 2.625% bonds due 2023 970 
€ 600 million 0.125% bonds due 2023516 511 
$ 500 million 3.5% bonds due 2023413 360 
$ 600 million 2.125% bonds due 2024495 431 
€ 500 million 1.75% bonds due 2024430 426 
€ 500 million 0.5% bonds due 2024430 425 
$ 750 million 1.375% bonds due 2025618 537 
€ 600 million 1% bonds due 2025515 510 
€ 850 million 2.375% bonds due 2026731 723 
£ 500 million 1.75% bonds due 2026498 497 
€ 750 million 1.875% bonds due 2027643 637 
€ 500 million 1.5% bonds due 2027430 426 
€ 700 million 0.125% bonds due 2028600 594 
$ 500 million 3.875% bonds due 2028411 358 
£ 300 million 2.375% bonds due 2028298 — 
$ 1,000 million 2.375% bonds due 2029819 711 
£ 300 million 2.875% bonds due 2029298 298 
€ 750 million 1.15% bonds due 2029645 — 
$ 1,000 million 2% bonds due 2030821 714 
€ 1,000 million 2.5% bonds due 2032856 850 
$ 750 million 2.125% bonds due 2032614 534 
£ 400 million 1.25% bonds due 2033395 395 
€ 900 million 1.15% bonds due 2034770 — 
$ 400 million 7.45% bonds due 2035(1)
331 288 
$ 600 million 5.875% bonds due 2036491 427 
£ 600 million 2.75% bonds due 2038595 — 
$ 500 million 4.25% bonds due 2042(1)
409 356 
$ 500 million 3.875% bonds due 2043407 353 
Bank and other loans293 253 
Fair value adjustment to borrowings(274)66 
Borrowings due after one year14,498 12,865 
Total borrowings before derivative financial instruments16,020 14,727 
Fair value of cross currency interest rate swaps(367)(154)
Fair value of foreign currency swaps and forwards11 (15)
Fair value of interest rate hedging instruments283 (63)
Lease liabilities475 363 
Gross borrowings16,422 14,858 
Less: Cash and cash equivalents(2,285)(2,749)
Net borrowings14,137 12,109 
 
2023
£ million
2022
£ million
Bank overdrafts36 74 
Commercial paper198 — 
Bank and other loans121 105 
Credit support obligations15 (19)
$ 300 million 8% bonds due 2022(1)
 248 
$ 1,350 million 2.625% bonds due 2023(2)
 1,115 
€ 600 million 0.125% bonds due 2023513 — 
$ 500 million 3.5% bonds due 2023(2)
397 — 
€ 500 million 0.5% bonds due 2024427 — 
Fair value adjustment to borrowings(6)(1)
Borrowings due within one year1,701 1,522 
€ 600 million 0.125% bonds due 2023 516 
$ 500 million 3.5% bonds due 2023(2)
 413 
€ 500 million 0.5% bonds due 2024 430 
$ 600 million 2.125% bonds due 2024(2)
476 495 
€ 500 million 1.75% bonds due 2024427 430 
$ 500 million 5.20% bonds due 2025(2)
396 — 
$ 750 million 1.375% bonds due 2025(2)
594 618 
€ 600 million 1% bonds due 2025511 515 
€ 500 million 3.5% bonds due 2025427 — 
€ 850 million 2.375% bonds due 2026725 731 
£ 500 million 1.750% bonds due 2026497 498 
$ 750 million 5.3% bonds due 2027(2)
593 — 
€ 750 million 1.875% bonds due 2027638 643 
€ 500 million 1.5% bonds due 2027426 430 
€ 700 million 0.125% bonds due 2028595 600 
$ 500 million 3.875% bonds due 2028(2)
395 411 
£ 300 million 2.375% bonds due 2028298 298 
$ 1,000 million 2.375% bonds due 2029(2)
787 819 
£ 300 million 2.875% bonds due 2029299 298 
€ 750 million 1.15% bonds due 2029640 645 
$ 1,000 million 2% bonds due 2030(2)
789 821 
€ 1,000 million 2.5% bonds due 2032850 856 
$ 750 million 2.125% bonds due 2032(2)
590 614 
£ 400 million 1.25% bonds due 2033396 395 
$ 750 million 5.5% bonds due 2033(2)
590 — 
€ 900 million 1.15% bonds due 2034764 770 
$ 400 million 7.45% bonds due 2035(1)
317 331 
$ 600 million 5.875% bonds due 2036(2)
472 491 
£ 600 million 2.75% bonds due 2038595 595 
$ 500 million 4.250% bonds due 2042(1)
393 409 
$ 500 million 3.875% bonds due 2043(2)
391 407 
Bank and other loans296 293 
Fair value adjustment to borrowings(366)(274)
Borrowings due after one year14,80114,498
Total borrowings before derivative financial instruments16,50216,020
Fair value of cross currency interest rate swaps(348)(367)
Fair value of foreign currency swaps and forwards1 11 
Fair value of interest rate hedging instruments377 283 
Lease liabilities448 475 
Gross borrowings16,98016,422
Less: Cash and cash equivalents(1,439)(2,285)
Net borrowings15,54114,137
266

Financial statements (continued)
(1)    SEC-registered debt issued on an unsecured basis by Diageo Investment Corporation, a 100% owned finance subsidiary of Diageo plc and fully and unconditionally guaranteed by Diageo plc. No other subsidiary of Diageo plc guarantees the security.
(2)    SEC-registered debt issued on an unsecured basis by Diageo Capital plc, a 100% owned finance subsidiary of Diageo plc and fully and unconditionally guaranteed by Diageo plc. No other subsidiary of Diageo plc guarantees the security.
(i)     The interest rates shown are those contracted on the underlying borrowings before taking into account any interest rate hedges (see note 16).
(ii)     Bonds are stated net of unamortised finance costs of £85£81 million (2021(2022£78 million; 2020 – £86£85 million).
(iii)     Bonds are reported above at amortised cost with a fair value adjustment shown separately.
(iv)     All bonds, medium-term notes and commercial paper issued on an unsecured basis by the group’s 100% owned subsidiaries are fully and unconditionally guaranteed on an unsecured basis by Diageo plc.plc and no other subsidiary of Diageo plc guarantees such securities.
277

Financial statements (continued)

Gross borrowings before derivative financial instruments are expected to mature as follows:
 
2022
£ million
2021
£ million
Within one year1,522 1,862 
Between one and three years2,817 2,623 
Between three and five years2,625 2,788 
Beyond five years9,056 7,454 
16,020 14,727 
 
2023
£ million
2022
£ million
Within one year1,701 1,522 
Between one and three years3,522 2,817 
Between three and five years2,874 2,625 
Beyond five years8,405 9,056 
16,502 16,020 

During the year, the following bonds were issued and repaid:
 
2022
£ million
2021
£ million
2020
£ million
Issued
€ denominated1,371 636 1,594 
£ denominated892 395 298 
$ denominated — 3,296 
Repaid
€ denominated(769)(696)— 
$ denominated(752)(551)(820)
742 (216)4,368 
 
2023
£ million
2022
£ million
2021
£ million
Issued
€ denominated441 1,371 636 
£ denominated 892 395 
$ denominated1,788 — — 
Repaid
€ denominated (769)(696)
$ denominated(1,340)(752)(551)
889742(216)

(a) Reconciliation of movement in net borrowings
 
2022
£ million
2021
£ million
At beginning of the year12,109 13,246 
Net decrease in cash and cash equivalents before exchange665 231 
Net increase/(decrease) in bonds and other borrowings(1)
825 (967)
Increase/(decrease) in net borrowings from cash flows1,490 (736)
Exchange differences on net borrowings334 (598)
Other non-cash items(2)
204 197 
Net borrowings at end of the year14,137 12,109 
 
2023
£ million
2022
£ million
At beginning of the year14,137 12,109 
Net decrease in cash and cash equivalents before exchange581 665 
Net increase in bonds and other borrowings(1)
950 825 
Increase in net borrowings from cash flows1,531 1,490 
Exchange differences on net borrowings(159)334 
Other non-cash items(2)
32 204 
Net borrowings at end of the year15,541 14,137 
(1)    In the year ended 30 June 2022,2023, net increase in bonds and other borrowings excludes £4£2 million cash outflow in respect of derivatives designated in forward point hedges (2021(2022£2£4 million).
(2)    In the year ended 30 June 2023, other non-cash items are principally in respect of fair value changes of cross currency interest rate swaps and interest rate swaps of £(34) million and lease liabilities of £(82) million, partially offset by the £84 million fair value change of borrowings. In the year ended 30 June 2022, other non-cash items are principally in respect of fair value changes of cross currency interest rate swaps and interest rate swaps of £(346) million and lease liabilities of £(183) million, partially offset by the £331 million fair value change of borrowings. In the year ended 30 June 2021, other non-cash items are principally in respect of fair value changes of cross currency interest rate swaps and interest rate swaps of £249 million, partially offset by the £(111) million fair value change of borrowings.

278267

Financial statements (continued)
(b) Analysis of net borrowings by currency
 20222021
 Cash and cash
equivalents
£ million
Gross
borrowings
(1)
£ million
Cash and cash
equivalents
£ million
Gross
borrowings
(1)
£ million
US dollar1,315 (3,260)1,890 (4,001)
Euro61 (2,943)82 (2,841)
Sterling67 (9,214)38 (7,279)
Indian rupee26 (74)26 (109)
Mexican peso14 (264)(102)
Kenyan shilling53 (254)16 (293)
Hungarian forint2 (214)(241)
Chinese yuan290 (75)255 (20)
Nigerian naira133  60 (1)
Other(2)
324 (124)370 29 
Total2,285 (16,422)2,749 (14,858)
 20232022
 Cash and cash
equivalents
£ million
Gross
borrowings
(1)
£ million
Cash and cash
equivalents
£ million
Gross
borrowings
(1)
£ million
US dollar542 (5,751)1,315 (3,260)
Euro(2)
48 (3,864)61 (2,943)
Sterling46 (6,227)67 (9,214)
Indian rupee123 (31)26 (74)
Mexican peso25 (286)14 (264)
Hungarian forint3 (261)(214)
Kenyan shilling28 (253)53 (254)
Chinese yuan199 (63)290 (75)
Nigerian naira83  133 — 
Other(2)
342 (244)324 (124)
Total1,439 (16,980)2,285 (16,422)

(1)    Includes foreign currency forwards and swaps and leases.
(2)    Includes £23£21 million (Turkish lira and Euro)(Euro) cash and cash equivalents in cash-pooling arrangements (2021(2022£31£23 million (Turkish lira)lira and Euro)).


18. 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 a share buyback programme. Own shares are treated as a deduction from equity until the shares are cancelled, reissued or disposed of 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 Monte Carlo and Black Scholes 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 a movement in equity.
Dividends are includedrecognised in the financial statements in the year in which they are approved.
(a) Allotted and fully paid share capital – ordinary shares of 28101108 pence each
 Number of shares
million
Nominal value
£ million
At 30 June 20222,498 723 
At 30 June 20212,559 741 
At 30 June 20202,562 742 
 Number of shares
million
Nominal value
£ million
At 30 June 20232,460 712 
At 30 June 20222,498 723 
At 30 June 20212,559 741 


279268

Financial statements (continued)
(b) Hedging and exchange reserve
 Hedging
reserve
£ million
Exchange
reserve
£ million
Total
£ million
At 30 June 2019(37)(781)(818)
Other comprehensive income/(loss)125 (241)(116)
Transfers from other retained earnings— 
At 30 June 202093 (1,022)(929)
Other comprehensive income/(loss)20 (672)(652)
At 30 June 2021113 (1,694)(1,581)
Other comprehensive (loss)/income(87)622 535 
At 30 June 202226 (1,072)(1,046)
 Hedging
reserve
£ million
Exchange
reserve
£ million
Total
£ million
At 30 June 202093 (1,022)(929)
Other comprehensive income/(loss)20 (672)(652)
At 30 June 2021113 (1,694)(1,581)
Other comprehensive (loss)/income(87)622 535 
At 30 June 202226 (1,072)(1,046)
Other comprehensive income/(loss)216 (540)(324)
At 30 June 2023242 (1,612)(1,370)

Currency basis spreads included in the hedging reserve represent the cost of hedging arising as a result of imperfections of foreign exchange markets. Exclusion of currency basis spreads would result in a £22£20 million (2021credit (2022 – £22 million 2020credit, 2021£30 million) credit£22 million credit) to the hedging reserve.

(c) Own shares
Movements in own shares
 Number
of shares
million
Purchase
consideration
£ million
At 30 June 2019232 2,026 
Share trust arrangements(1)(7)
Shares used to satisfy options(4)(83)
Shares purchased - share buyback programme39 1,282 
Shares cancelled(39)(1,282)
At 30 June 2020227 1,936 
Share trust arrangements(1)(11)
Shares used to satisfy options(3)(48)
Shares purchased - share buyback programme109 
Shares cancelled(3)(109)
At 30 June 2021223 1,877 
Share trust arrangements(2)(23)
Shares used to satisfy options(2)(16)
Shares purchased - share buyback programme61 2,284 
Shares cancelled(61)(2,284)
At 30 June 2022219 1,838 
 Number
of shares
million
Purchase
consideration
£ million
At 30 June 2020227 1,936 
Share trust arrangements(1)(11)
Shares used to satisfy options(3)(48)
Shares purchased - share buyback programme109 
Shares cancelled(3)(109)
At 30 June 2021223 1,877 
Share trust arrangements(2)(23)
Shares used to satisfy options(2)(16)
Shares purchased - share buyback programme61 2,284 
Shares cancelled(61)(2,284)
At 30 June 2022219 1,838 
Share trust arrangements(1)(12)
Shares used to satisfy options(2)(12)
Shares purchased - share buyback programme38 1,381 
Shares cancelled(38)(1,381)
At 30 June 2023216 1,814 

Share trust arrangements
At 30 June 2022,2023, the employee share trusts owned 23 million of ordinary shares in Diageo plc (the company) at a cost of £25£52 million and market value of £101 million (2022 – 2 million shares at a cost of £25 million, market value £63 million (2021million; 2021 – 2 million shares at a cost of £47 million, market value £74 million; 2020 – 2 million shares at a cost of £51 million, market value £57 million). Dividends receivable by the employee share trusts on the shares are waived and the trustee abstains from voting.

Purchase of own shares
Authorisation was given by shareholders on 30 September 20216 October 2022 to purchase a maximum of 233,611,282227,870,414 ordinary shares at a minimum price of 28101/108 pence and a maximum price of the higher of (a) 105% of the average market value of the middle market quotations for ancompany's ordinary shareshares for the five preceding business days prior to the day the purchase is made and (b) the higher of the price of the last independent trade and the highest current independent bid on the London Stock Exchange at the timetrading venue where the purchase is carried out. The programme expires at the conclusion of the next Annual General Meeting or on 29 December 20225 January 2024 , if earlier.earlier.
DuringDiageo completed a total of £1.4 billion return of capital for the year ended 30 June 2022, Diageo sold call options on own shares for a consideration2023, which included £0.9 billion related to the successful completion of £13 million due to no longer being required for employeeDiageo’s previous share plan hedging.
Diageo’s current returnbuyback programme in which £4.5 billion of capital programme, initially approved by the Board on 25 July 2019, seeks to return up to £4.5 billionwas returned to shareholders finalised in February 2023, and is expected to be completed by 30 June 2023. Under the first two phasesreturned an additional £0.5 billion of the programme, which ended on 31 January 2020 and 11 February 2022 respectively, the company returned capital to shareholders viawhich was announced as a new share buyback at a cost, excludingprogramme on 16 February 2023 and completed on 2 June 2023.
280269

Financial statements (continued)
transaction costs, of £2.25 billion. On 21 February 2022, the company announced the third phase of the programme with a value of up to £1.7 billion returned to shareholders, via share buybacks, to be completed no later than 5 October 2022. At 30 June 2022, £1.4 billion had been completed as part of the third phase. The remaining £0.9 billion of the programme is expected to be completed by 30 June 2023.
During the year ended 30 June 2022,2023, the group purchased 6138 million ordinary shares (2021(20223.261 million; 20202021393 million), representing approximately 2.4%1.5% of the issued ordinary share capital (2021(20220.1%2.4%; 202020211.5%0.1%) at an average price of 3616 pence per share, and an aggregate cost of £1,381 million (including £13 million of transaction costs) (2022 – 3709 pence per share, and an aggregate cost of £2,284 million, (includingincluding £16 million of transaction costs) (2021costs; 2021 – 3407 pence per share, and an aggregate cost of £109 million, including £1 million of transaction costs; 2020 – 3243 pence per share, and an aggregate cost of £1,282 million, including £7 million of transaction costs) under the share buyback programme. The shares purchased under the share buyback programmes were cancelled.
A financial liability of £117 million was established at 30 June 2022, representing the 3.3 million shares that were expected to be purchased by 28 July 2022.
The monthly breakdown of all shares purchased and the average price paid per share (excluding expenses) for the year ended 30 June 20222023 were as follows:

PeriodNumber of shares
purchased under
share buyback
programme
Total number of
shares purchased
Average price paid penceAuthorised purchases unutilised at month end
July 20211,728,254 1,728,254 3457 227,758,747 
August 20212,396,223 2,396,223 3538 225,362,524 
September 20213,175,936 3,175,936 3493 222,186,588 
October 2021(1)
1,565,980 1,565,980 3550 232,045,302 
November 20211,375,946 1,375,946 3785 230,669,356 
December 20214,423,031 4,423,031 3960 226,246,325 
January 20225,822,743 5,822,743 3797 220,423,582 
February 20225,865,710 5,865,710 3714 214,557,872 
March 20228,480,736 8,480,736 3588 206,077,136 
April 20227,260,564 7,260,564 3935 198,816,572 
May 202212,627,704 12,627,704 3724 186,188,868 
June 20226,771,405 6,771,405 3584 179,417,463 
Total61,494,232 61,494,232 3708 179,417,463 
PeriodNumber of shares
purchased under
share buyback
programme
Total number of
shares purchased
Average price paid penceAuthorised purchases unutilised at month end
July 20221,660,507 1,660,507 3567 177,756,956 
August 20221,646,883 1,646,883 3820 176,110,073 
September 20222,273,226 2,273,226 3744 173,836,847 
1-6 October 2022131,864 131,864 3702 173,704,983 
7-31 October 2022 (1)
— — — 227,870,414 
November 20224,497,414 4,497,414 3679 223,373,000 
December 20224,571,923 4,571,923 3710 218,801,077 
January 20237,989,915 7,989,915 3558 210,811,162 
February 20231,718,877 1,718,877 3577 209,092,285 
March 20234,353,777 4,353,777 3541 204,738,508 
April 20232,883,950 2,883,950 3672 201,854,558 
May 20235,196,558 5,196,558 3534 196,658,000 
June 2023410,562 410,562 3348 196,247,438 
Total37,335,456 37,335,456 3617 196,247,438 
(1) New maximum number of purchasable shares was authorised by shareholders at the AGM held on 30 September 20216 October 2022.




(d) Dividends
202220212020
 £ million£ million£ million
Amounts recognised as distributions to equity shareholders in the year
Final dividend for the year ended 30 June 2021
44.59 pence per share (2020 – 42.47 pence; 2019 – 42.47 pence)1,040 992 1,006 
Interim dividend for the year ended 30 June 2022
29.36 pence per share (2021 – 27.96 pence; 2020 – 27.41 pence)680 654 640 
1,720 1,646 1,646 
202320222021
 £ million£ million£ million
Amounts recognised as distributions to equity shareholders in the year
Final dividend for the year ended 30 June 2022
46.82 pence per share (2021 – 44.59 pence; 2020 – 42.47 pence)1,066 1,040 992 
Interim dividend for the year ended 30 June 2023
30.83 pence per share (2022 – 29.36 pence; 2021 – 27.96 pence)696 680 654 
1,762 1,720 1,646 

The proposed final dividenddividend of £1,067£1,113 million (46.82 (49.17 pence per share) for the year ended 30 June 20222023 was approved by a duly authorised committee of the Board of Directors on 2731 July 2022. 2023. As this was after the balance sheet date and the dividend is subject to approval by shareholders at the Annual General Meeting, this dividend has not been included as a liability in these consolidated financial statements. There are no corporate 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.
281270

Financial statements (continued)
(e) Non-controlling interests
Diageo consolidates USL, a company incorporated in India, with a 42.73%42.79% non-controlling interest, Sichuan Shuijingfang Company Limited, a company incorporated in China, with a 36.83% non-controlling interest and has a 50% controlling interest in Ketel One Worldwide B.V. (Ketel One), a company incorporated in the Netherlands. All other consolidated subsidiaries are fully owned or the non-controlling interests, including Ketel One, are not material.
Summarised financial information for USL and other subsidiaries, after fair value adjustments on acquisition, and the amounts attributable to non-controlling interests are as follows:
 202220212020
 USL
£ million
Others
£ million
Total
£ million
Total
£ million
Total
£ million
Income statement
Sales3,194 2,603 5,797 5,140 4,688 
Net sales1,013 2,042 3,055 2,553 2,314 
(Loss)/profit for the year(127)354 227 298 85 
Other comprehensive income/(loss)(1)
134 199 333 (434)(96)
Total comprehensive income/(loss)7 553 560 (136)(11)
Attributable to non-controlling interests3 256 259 (35)
Balance sheet
Non-current assets(2)
1,668 3,349 5,017 4,669 5,170 
Current assets727 1,275 2,002 1,492 1,280 
Non-current liabilities(275)(1,224)(1,499)(1,356)(1,459)
Current liabilities(441)(1,205)(1,646)(1,335)(1,188)
Net assets1,679 2,195 3,874 3,470 3,803 
Attributable to non-controlling interests717 999 1,716 1,534 1,668 
Cash flow
Net cash inflow from operating activities149 541 690 661 233 
Net cash outflow from investing activities(74)(215)(289)(137)(152)
Net cash outflow from financing activities(72)(250)(322)(371)(209)
Net increase/(decrease) in cash and cash equivalents3 76 79 153 (128)
Exchange differences 52 52 (19)(3)
Dividends payable to non-controlling interests (72)(72)(72)(117)
 202320222021
 USL
£ million
Others
£ million
Total
£ million
Total
£ million
Total
£ million
Income statement
Sales2,713 2,628 5,341 5,797 5,140 
Net sales1,087 2,051 3,138 3,055 2,553 
(Loss)/profit for the year(1)
(215)289 74 227 298 
Other comprehensive (loss)/income(2)
(133)(154)(287)333 (434)
Total comprehensive (loss)/income(348)135 (213)560 (136)
Attributable to non-controlling interests(149)33 (116)259 (35)
Balance sheet
Non-current assets(3)
1,074 3,175 4,249 5,017 4,669 
Current assets790 1,049 1,839 2,002 1,492 
Non-current liabilities(151)(1,164)(1,315)(1,499)(1,356)
Current liabilities(384)(1,035)(1,419)(1,646)(1,335)
Net assets1,329 2,025 3,354 3,874 3,470 
Attributable to non-controlling interests568 902 1,470 1,716 1,534 
Cash flow
Net cash inflow from operating activities120 383 503 690 661 
Net cash inflow/(outflow) from investing activities34 (231)(197)(289)(137)
Net cash outflow from financing activities(48)(93)(141)(322)(371)
Net increase in cash and cash equivalents106 59 165 79 153 
Exchange differences(7)(77)(84)52 (19)
Dividends payable to non-controlling interests (97)(97)(72)(72)
(1)    (Loss)/profit for the year includes exceptional operating expenses attributable to non-controlling interests.
(2)    Other comprehensive (loss)/income is principally in respect of exchange on translating the subsidiaries to sterling.
(2)(3)    Non-current assets include the global distribution rights to distribute Ketel One vodka products throughout the world. The carrying value of the distribution rights at 30 June 20222023 was £1,428 million (2022 – £1,488 million (2021million; 2021 – £1,295 million; 2020 – £1,464 million).

(i)     On 31 December 2022, United Spirits Limited (USL) completed the merger with its subsidiary, Pioneer Distilleries Limited (PDL) 75% owned by USL. Under the terms, PDL's minority shareholders received additional shares in USL in exchange for their 25% interest in PDL and non-controlling interest increased from 42.73% to 42.79%.

(ii)     On 24 March 2023, Diageo completed the purchase of an additional 14.97% of the share capital of EABL. This increased Diageo’s controlling shareholding position in EABL from 50.03% to 65.00%
.

282271

Financial statements (continued)
(f) Employee share compensation
The group uses a number of share award and option plans to grant to its directors and employees.
The annual fair value charge in respect of the equity settled plans for the three years ended 30 June 20222023 is as follows:
 2022 £ million2021 £ million2020 £ million
Executive share award plans51 41 (3)
Executive share option plans4 
Savings plans4 
59 49 
 2023 £ million2022 £ million2021 £ million
Executive share award plans41 51 41 
Executive share option plans4 
Savings plans4 
49 59 49 

Executive share awards have been made primarily under the Diageo 2014 Long Term Incentive Plan (DLTIP) from September 2014 onwards and delivered in conditional awards in the form of performance shares, performance share options, time-vesting restricted stock units (RSUs) and/or time-vesting share options (or cash-based equivalents in certain locations for regulatory reasons). Share options are granted at the market value at the time of grant. Prior to the introduction of the DLTIP, employees in associated companies were granted awards under the Diageo plc 2011 Associated Companies Share IncentivePlan (DACSIP). In the case of Executive Directors, conditional awards of time-vesting RSUs or forfeitable shares may be awarded under the 2020 Deferred Bonus Share Plan (DBSP), with vesting not subject to any performance conditions and not subject to a post-vesting retention period. The DBSP was approved by shareholdersDLTIP plan rules will be presented for renewal at the AGM in September 2020. 2023 and any future awards made post approval will be made under the new plan rules.
Share awards normally vest and are released on the third anniversary of the grant date. Participants do not make a payment to receive the award at grant. Executive Directors are required to hold any vested shares awarded under DLTIP for a further two-year post-vesting holding 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 company’s ADRs (one ADR is equivalent to four ordinary shares).
Performance shares under the DLTIP (for awards in 2020 and thereafter) are subject to the achievement of three performance measures: 1) compound annual growth in profit before exceptional items over three years; 2) compound annual growth in organic net sales over three years; 3) environmental, social and governance (ESG) priorities, weighted 40%, 40% and 20% of the maximum respectively, as set out in the Directors’ remuneration report. Performance share options under the DLTIP are subject to the achievement of two equally weighted performance measures: 1) a comparison of Diageo’s three-year TSR with a peer group; 2) cumulative free cash flow over a three-year period, measured at constant exchange rates. Performance measures and targets are set annually by the Remuneration Committee. The vesting range is 20% for Executive Directors and 25% for other participants for achieving minimum performance targets, up to 100% for achieving the maximum target level. Retesting of the performance measures is not permitted.
For performance shares under the DLTIP, 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 are normally paid out in the form of shares.

Savings plans are provided in the form of a savings-related share option plan. For UK employees, awards were made under the Diageo 2010 Sharesave plan (for options granted up until 2020) and the Diageo 2020 Sharesave plan (for options granted from 2021).
For Republic of Ireland (ROI) based employees, awards were made under the Diageo 2009 Irish Sharesave Scheme (for options granted up until 2019) and the Diageo 2019 Irish Sharesave Scheme (for options granted in 2020). These are HMRC and Irish Revenue approved all-employee savings plans.
For ROI employees, any grants from 2021 and 2022 were made under the Diageo 2020 Sharesave plan which is not an approved plan in the Republic of Ireland. These plans are made available to UK and ROI employees who are employed on the annual results announcement date. Participants can save monthly, with deductions taken directly from net pay, for a period of 3 or 5 years.In return, employees are granted the option to buy Diageo shares using the savings accrued at the end of the relevant savings period and at a 20% discounted option price, which is set at the time of grant. Provided participants fulfil the terms set out within the relevant UK or ROI tax approved scheme rules, any gains from the option exercise are free from UK or ROI income tax. For the ROI Sharesave awards granted fromin 2021 and 2022, as these are not made under a Revenue tax approved plan, the gains from the option exercise are subject to ROI income tax.
For US employees, the awards are made under the Diageo plc 2017 United States Employee Stock Purchase Plan. Employees agree to make regular monthly savings for a period of one year and acquire American Depositary Receipts (ADRs) at 15% discounted price (which is set at the time of grant) using their contributions at the end of the plan cycle. They receive the benefit of tax-relieftax relief if certain conditions are satisfied.satisfied.
283272

Financial statements (continued)
For the three years ended 30 June 2022,2023, the calculation of the fair value of each share award used the Monte Carlo and Black Scholes pricing model and the following assumptions:
 202220212020
Risk free interest rate0.4 %(0.1 %)0.4 %
Expected life of the awards40 months36 months37 months
Dividend yield2.1 %2.7 %1.9 %
Weighted average share price3545 p2557 p3501 p
Weighted average fair value of awards granted in the year2729 p2107 p899 p
Number of awards granted in the year2.1 million2.1 million1.7 million
Fair value of all awards granted in the year£57 million£45 million£16 million
 202320222021
Risk free interest rate3.1 %0.4 %(0.1 %)
Expected life of the awards35 months40 months36 months
Dividend yield2.0 %2.1 %2.7 %
Weighted average share price3758 p3545 p2557 p
Weighted average fair value of awards granted in the year1992 p2729 p2107 p
Number of awards granted in the year1.7 million2.1 million2.1 million
Fair value of all awards granted in the year£34 million£57 million£45 million
284

Financial statements (continued)

Transactions on schemes
Transactions on the executive share award plans for the three years ended 30 June 20222023 were as follows:
 2022 Number of awards million2021 Number of awards million2020 Number of awards million
Balance outstanding at 1 July5.3 5.6 7.0 
Granted2.1 2.1 1.8 
Awarded(1.1)(1.2)(2.5)
Forfeited(1.1)(1.2)(0.7)
Balance outstanding at 30 June5.2 5.3 5.6 

 2023
million
2022
million
2021
million
Number of awards outstanding at 1 July5.2 5.3 5.6 
Granted1.7 2.1 2.1 
Awarded(1.1)(1.1)(1.2)
Forfeited(0.9)(1.1)(1.2)
Number of awards outstanding at 30 June4.9 5.2 5.3 
The exercise price of share options outstanding at 30 June 20222023 was in the range of 1709 pence - 3864 pence (2022 – 1704 pence-4024 pence (2021- 4024 pence; 2021 – 1232 pence-3483 pence; 2020 – 1080 pence-3483 pence.)pence - 3483 pence).
At 30 June 2022, 2.22023, 2.5 million share options were exercisable at a weighted average exercise price of 23942443 pence. Weighted average remaining contractual life of share options was five years at 30 June 2022.

2023.
285273

Financial statements (continued)
Other financial statements disclosures

Introduction
This section includes additional financial information that are either required by the relevant accounting standards or management considers these to be material information for shareholders.

19. Contingent liabilities and legal proceedings

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 a liability exists and a reliable estimate can be made of the likely outcome. Where it is possible that a settlement may be reached or it is not possible to make a reliable estimate of the estimated financial effect, appropriate disclosure is made but no provision created.

Critical accounting judgements and estimates

Judgement is necessary in assessing the likelihood that a claim will succeed, or a liability will arise, and an estimate to quantify the possible range of any settlement. Due to the inherent uncertainty in this evaluation process, actual losses may be different from the liability originally estimated. The group may be involved in legal proceedings in respect of which it is not possible to make a reliable estimate of any expected settlement. In such cases, appropriate disclosure is provided but no provision is made and no contingent liability is quantified.

(a) Guarantees and related matters
As of 30 June 2022,2023, the group has no material unprovided guarantees or indemnities in respect of liabilities of third parties.

(b) Acquisition of USL shares from UBHL and related proceedings in relation to the USL transaction
On 4 July 2013, Diageo completed its acquisition, under a share purchase agreement with United Breweries (Holdings) Limited (UBHL) and various other sellers (the SPA), of shares representing 14.98% in USL, including shares representing 6.98% from UBHL. The SPA was signed on 9 November 2012 as part of the transaction announced by Diageo in relation to USL on that day (the Original USL Transaction). Following a series of further transactions, as of 30 June 2022,2023, Diageo has a 55.94%55.88% investment in USL (excluding 2.38% owned by the USL Benefit Trust).
Prior to the acquisition from UBHL on 4 July 2013, the High Court of Karnataka (High Court) had granted leave to UBHL under the Indian Companies Act 1956 (the Leave Order) to enable the sale by UBHL to Diageo to take place (the UBHL Share Sale) notwithstanding the continued existence of certain winding-up petitions that were pending against UBHL on the date of the SPA. At the time of the completion of the UBHL Share Sale, the Leave Order remained subject to review on appeal. However, as stated by Diageo at the time of closing, it was considered unlikely that any appeal process in respect of the Leave Order would definitively conclude on a timely basis and, accordingly, Diageo waived the conditionality under the SPA relating to the absence of insolvency proceedings in relation to UBHL and acquired the 6.98% stake in USL from UBHL at that time.
Following appeal and counter-appeal in respect of the Leave Order, this matter is now beforethe Supreme Court of India which has issued an order that the status quo be maintained with regard to the UBHL Share Sale pending a hearing on the matter before it. Following a number of adjournments, the next date for a substantive hearing is yet to be fixed.

In separate proceedings, the High Court passed a winding-up order against UBHL on 7 February 2017, and appeals filed by UBHL against that order have since been dismissed, initially by a division bench of the High Court and subsequently by the Supreme Court of India.

Diageo continues to believe that the acquisition price of INR 1,440 per share paid to UBHL for the USL shares is fair and reasonable as regards UBHL, UBHL’s shareholders and UBHL’s secured and unsecured creditors. However, adverse results for Diageo in the proceedings referred to above could, absent leave or relief in other proceedings, ultimately result in Diageo losing title to the 6.98% stake in USL acquired from UBHL. Diageo believes, including by reason of its rights under USL’s articles of association to nominate USL’s CEO and CFO and the right to appoint, through USL, a majority of the directors on the boards of USL’s subsidiaries as well as its ability as promoter to nominate for appointment up to two-thirds of USL’s directors for so long as the chairperson of USL is an independent director, that it would remain in control of USL and would continue to be able to consolidate USL as a subsidiary for accounting purposes regardless of the outcome of this litigation.

There can be no certainty as to the outcome of the existing or any further related legal proceedings or the time frame within which they would be concluded.

286274

Financial statements (continued)
(c) Continuing matters relating to Dr Vijay Mallya and affiliates
On 25 February 2016, Diageo and USL each announced that they had entered into arrangements with Dr Mallya under which he had agreed to resign from his position as a director and as chairman of USL and from his positions in USL’s subsidiaries.

Diageo’s agreement with Dr Mallya (the February 2016 Agreement) provided for a payment of $75$75 million (£62 (£60 million) to Dr Mallya over a five-year period of whichwhich $40 million (£3332 million) was paid on signing of the February 2016 Agreement with the balance being payable in equal instalments of $7 million (£million)million) a year over five years (2017-2021). All payments were subject to and conditional on Dr Mallya’s compliance with the agreement. The February 2016 Agreement also provided for the release of Dr Mallya’s personal obligations to indemnify Diageo Holdings Netherlands B.V. (DHN) in respect of its earlier liability ($($141 million (£117 million) (£112 million)) under a backstop guarantee of certain borrowings of Watson Limited (Watson) (a company affiliated with Dr Mallya).

On account of various breaches and other provisions of agreements between Dr Mallya and persons connected with him and Diageo and/or USL, Diageo did not make the 5 five instalment payments due during the five-yearfive-year period between 2017 and 2021. In addition, Diageo has also demanded that Dr Mallya repay the $40$40 million (£33 million) (£32 million) paid by Diageo in February 2016 and sought compensation for various losses incurred by the relevant members of the Diageo group.

On 16 November 2017, Diageo and other relevant members of the Diageo group commenced claims in the High Court of Justice in England and Wales (the English High Court) against Dr Mallya in relation to these matters. At the same time DHN also commenced claims in the English High Court against Dr Mallya, his son Sidhartha Mallya, Watson and Continental Administration Services Limited (CASL) (a company affiliated with Dr Mallya and understood to hold assets on trust for him and certain persons affiliated with him) for in excess of $142$142 million (£117 million) (£113 million) (plus interest) in relation to Watson’s liability to DHN in respect of its borrowings referred to above and the breach of associated security documents.Dr Mallya, Sidhartha Mallya and the relevant affiliated companies filed a defence to these claims, and Dr Mallya also filed a counterclaim for payment of the 2 two instalment payments that had by that time been withheld as described above.

Diageo continues to prosecute its claims and to defend the counterclaim. As part of these proceedings, Diageo and the other relevant members of its group filed an application for strike out and/or summary judgement in respect of certain aspects of the defence filed by Dr Mallya and the other defendants, including their defence in relation to Watson and CASL’s liability to repay DHN. The application was successful resulting in Watson being ordered to pay approximately $135$135 million112107 million) plus various amounts in respect of interest to DHN, with CASL being held liable as co-surety for 50% of any such amount unpaid by Watson. These amounts were, contrary to the relevant orders, not paid by the relevant deadlines and Watson and CASL’s remaining defences in the proceedings were struck out. Diageo and DHN have accordingly sought asset disclosure and are considering further enforcement steps against Watson and CASL, both in the United Kingdom and in other jurisdictions where they are present or hold assets.

A trial of the remaining elements of these claims was due to commence on 21 November 2022.However, on 26 July 2021 Dr Mallya was declared bankrupt by the English High Court pursuant to a bankruptcy petition presented by a consortium of Indian banks. Diageo and the relevant members of its group have informed the Trustee in Bankruptcy of their position as creditors in the bankruptcy and have engaged with the Trustee regarding their claims and the status of the current proceedings. An appeal by Dr Mallya has applied for permission toagainst his bankruptcy (and an appeal by the bank consortium against orders made in the course of the bankruptcy order and a prior order of the English High Court related to the bankruptcy. The consortium of Indian banks has also applied for permission to appeal a prior order of the English High Court related to the bankruptcy. The bankruptcy proceedingsproceedings) are ongoing.pending. In light of the uncertainty posed by the ongoing bankruptcy proceedings, the trial of Diageo’s claim was initially relisted to take place in February 2024. However, Dr Mallya’s appeal against his bankruptcy and the banks’ cross appeal will not now be heard until April 2024, and thus the trial of Diageo’s claim has been vacated to allow time for discussions between the parties regarding the future status and management of the proceedings in light of the bankruptcy and pending appeal to take place.deferred from February 2024 until after those appeals have been determined.

At this stage, it is not possible to assess the extent to which the various ongoing proceedings related to thesethe bankruptcy matters will affect the remaining elements of the claims by Diageo and the relevant members of its group.

Upon completion of an initial inquiry in April 2015 into past improper transactions which identified references to certain additional parties and matters, USL carried out an additional inquiry into these transactions (Additional Inquiry) which was completed in July 2016. The Additional Inquiry, prima facie, identified transactions indicating actual and potential diversion of funds from USL and its Indian and overseas subsidiaries to, in most cases, entities that appeared to be affiliated or associated with Dr Mallya. All amounts identified in the Additional Inquiry have been provided for or expensed in the financial statements of USL or its subsidiaries in the respective prior periods. USL has filed recovery suits against relevant parities identified pursuant to the Additional Inquiry.

Further, at this stage, it is not possible for the management of USL to estimate the financial impact on USL, if any, arising out of potential non-compliance with applicable laws in relation to such fund diversions.
287275

Financial statements (continued)
(d) Other matters in relation to USL

In respect of the Watson backstop guarantee arrangements, the Securities and Exchange Board of India (SEBI) issued a notice to Diageo on 16 June 2016 that if there is any net liability incurred by Diageo (after any recovery under relevant security or other arrangements, which matters remain pending) on account of the Watson backstop guarantee, such liability, if any, would be considered to be part of the price paid for the acquisition of USL shares under the SPA which formed part of the Original USL Transaction and that, in that case, additional equivalent payments would be required to be made to those shareholders (representing 0.04% of the shares in USL) who tendered in the open offer made as part of the Original USL Transaction. Diageo believes that the Watson backstop guarantee arrangements were not part of the price paid or agreed to be paid for any USL shares under the Original USL Transaction and that therefore that SEBI's decision was not consistent with applicable law, and Diageo appealed against it before the Securities Appellate Tribunal, Mumbai (SAT). On 1 November 2017, SAT issued an order in respect of Diageo’s appeal in which, amongst other things, it observed that the relevant officer at SEBI had neither considered Diageo’s earlier reply nor provided Diageo with an opportunity to be heard, and accordingly directed SEBI to pass a fresh order after giving Diageo an opportunity to be heard. Following SAT’s order, Diageo made its further submissions in the matter, including at a personal hearing before a Deputy General Manager of SEBI. On 26 June 2019, SEBI issued an order reiterating the directions contained in its previous notice dated 16 June 2016. AsAs with the previous SEBI notice, Diageo believes that SEBI's latest order is not consistent with applicable law. Diageo appealed against this order before SAT and, after a hearing in March 2023, SAT allowed Diageo’s appeal on 26 July 2023. Accordingly, SEBI’s order dated 26 June 2019 stands quashed. Under applicable law, and has filed anotherSEBI is entitled to file an appeal against SAT’s order before the SAT againstSupreme Court of India. Therefore, pending any appeal which may be filed by SEBI, there can be no certainty as to its outcome or the order. Diageo's appeal is currently pending. Diageo is unable to assess if the notices or enquiries referred to above will result in enforcement action or, if this were to transpire, to quantify meaningfully the possible range of loss, if any, totimeframe within which any such action might give rise to if determined against Diageo or USL.appeal would be concluded.

(e) USL’s dispute with IDBI Bank Limited
Prior to the acquisition by Diageo of a controlling interest in USL, USL had prepaid a term loan of INR 6,280 million (£66 million)60 million) taken through IDBI Bank Limited (IDBI), an Indian bank, which was secured on certain fixed assets and brands of USL, as well as by a pledge of certain shares in USL held by the USL Benefit Trust (of which USL is the sole beneficiary). The maturity date of the loan was 31 March 2015. IDBI disputed the prepayment, following which USL filed a writ petition in November 2013 before the High Court of Karnataka (the High Court) challenging the bank’s actions.

Following the original maturity date of the loan, USL received notices from IDBI seeking to recall the loan, demanding a further sum of INR 459 million (£54 million) on account of the outstanding principal, accrued interest and other amounts, and also threatening to enforce the security in the event that USL did not make these further payments. Pursuant to an application filed by USL before the High Court in the writ proceedings, the High Court directed that, subject to USL depositing such further amount with the bank (which amount was duly deposited by USL), the bank should hold the amount in a suspense account and not deal with any of the secured assets including the shares until disposal of the original writ petition filed by USL before the High Court.

On 27 June 2019, a single judge bench of the High Court issued an order dismissing the writ petition filed by USL, amongst other things, on the basis that the matter involved an issue of breach of contract by USL and was therefore not maintainable in exercise of the court’s writ jurisdiction. USL has since filed an appeal against this order before a division bench of the High Court, which on 30 July 2019 has issued an interim order directing the bank to not deal with any of the secured assets until the next date of hearing. On 13 January 2020, the division bench of the High Court admitted the writ appeal and extended the interim stay. This appeal is currently pending. Based on the assessment of USL’s management supported by external legal opinions, USL continues to believe that it has a strong case on the merits and therefore continues to believe that the secured assets will be released to USL and the aforesaid amount of INR 459 million (£5 million)(£4 million) remains recoverable from IDBI.

(f) Tax
The international tax environment has seen increased scrutiny and rapid change over recent years bringing with it greater uncertainty for multinationals. Against this backdrop, Diageo has been monitoring developments and continues to engage transparently with the tax authorities in the countries where Diageo operates to ensure that the group manages its arrangements on a sustainable basis.

The group operates in a large number of markets with complex tax and legislative regimes that are open to subjective interpretation. interpretation, and for which tax audits can take several years to resolve. In the context of these operations, it is possible that tax exposures which have not yet materialised (including those which could arise as a result of tax assessments) may result in losses to the group. In the circumstances where tax authorities have raised assessments, challenging interpretations which may lead to a possible material outflow, these have been included as contingent liabilities. Where the potential tax exposures are known to us and have not been assessed, the group considers disclosure of such matters taking into account their size and nature, relevant regulatory requirements and potential prejudice of the future resolution or assessment thereof.

Diageo has a large number of ongoing tax cases in Brazil and India. Since assessing an accurate value of contingent liabilities in these markets requires a high degree of judgement, contingent liabilities are disclosed on the basis of the current known possible exposure from tax assessment values. While not all of these cases are individually significant, the current aggregate known possible exposure from tax assessment values is up to approximately £545£616 million for Brazil and up to approximately £131£90 million for India. The group believes that the likelihood that the tax authorities will ultimately prevail is lower than probable but higher than remote. Due to the
288276

Financial statements (continued)
fiscal environment in Brazil and in India, the possibility of further tax assessments related to the same matters cannot be ruled out and the judicial processes may take extended periods to conclude. Based on its current assessment, Diageo believes that no provision is required in respect of these issues.

Payments were made under protest in India in respect of the periods 1 April 2006 to 31 March 2019 in relation to tax assessments where the risk is considered to be remote or possible. These payments have to be made in order to be able to challenge the assessments and as such have been recognised as a receivable in the group's balance sheet. The total amount of payments under protest recognised as a receivable as at 30 June 20222023 is £120£116 million (corporate tax payments of £108£104 million and indirect tax payments of £12 million).

In the United States, a lawsuit was filed on 15 April 2019 by the National Association of Manufacturers (NAM) against the United States Department of the Treasury (US Treasury) and the United States Customs and Border Protection (CBP) on behalf of its affected industry members, including Diageo, to invalidate regulations published in February 2019 and to ensure that substitution drawback is permitted in accordance with 19 USC § 1313(j)(2) as amended by the Trade Facilitation and Trade Enforcement Act of 2015, which was enacted on 24 February 2016 (TFTEA). Substitution drawback permits the refund, including of excise taxes, paid on imported merchandise when sufficiently similar substitute merchandise is exported. The United States Congress passed the TFTEA to, among other things, clarify and broaden the standard for what constitutes substitute merchandise. This change should entitle Diageo to obtain substitution drawback in respect of certain eligible product categories. Despite this change in the law, the US Treasury and CBP issued final regulations in 2019 declaring that substitution drawback is not available for imports when substituted with an export on which no tax was paid. The Court of International Trade issued a judgment in favour of NAM on 18 February 2020, denying the request by the US Treasury and CBP for a stay of payment on 15 May 2020, and on 26 May 2020, ordered the immediate processing of claims. The US Treasury and CBP filed an appeal with the US Court of Appeals for the Federal Circuit in 2021. During the year ended 30 June 2022, the US Court of Appeals dismissed the appeal, confirming the decision of the Court of International Trade. The deadline for the US Treasury and CBP to seek a review at the US Supreme Court level has passed and, as a result, this matter has been resolved.

(g) Information requestOther disputes
On 31 May 2023, a complaint against Diageo North America, Inc (DNA) was filed in the Supreme Court of New York by Combs Wine and Spirits LLC (an entity associated with Mr Sean Combs) alleging, inter alia, breach of contract in respect of a joint venture agreement related to DeLeón tequila. DNA has receivedalso served notice of material breaches and termination to Mr Combs and his relevant associated entities of certain agreements related to services provided by Mr Combs and these entities in respect of Cîroc, and notice of material breaches and an inquiryintent to arbitrate in respect of the DeLeón joint venture agreement. Diageo categorically denies the allegations that have been made by Mr Combs and his associated parties in the complaint and will defend itself vigorously. Diageo will refrain from making any further disclosures given the US Securitiesinherent uncertainties of these matters and Exchange Commission requesting information relating to Diageo’s business operations in certain markets and to its policies, procedures and compliance environment. Diageo is responding to this information request but is currently unable to assess whether the inquiry will evolve into any enforcement action or, if this were to transpire, to quantify meaningfully the possible loss or range of loss, if any, to whichprejudicial nature any such action might give rise.disclosures may have on the potential outcomes related thereto or other associated matters.

(h) Other
The group has extensive international operations and routinely makes judgements on a range of legal, customs and tax matters which are incidental to the group's operations. Some of these judgements are or may become the subject of challenges and involve proceedings, the outcome of which cannot be foreseen. In particular, the group is currently a 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 a significant effect on the financial position of the Diageo group.
289277

Financial statements (continued)
20. 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 £599 million (2022 – £399 million (2021million; 2021 – £263 million; 2020 – £312 million).

(b) Other commitments
The future minimum lease rentals payable in the year ended 30 June 20222023 for short-term leases and leases of low-value assets are estimated at £36 million (2022 – £13 million (2021million; 2021 – £11 million; 2020 - £19 million). The total future cash outflows for leases that had not yet commenced, and not recognised as lease liabilities at 30 June 2022,2023, are estimated at £11 million (2022 – £11 million (2021million; 2021 – £132 million; 2020 - £133 million).

21. Related party transactions

Transactions between the group and its related parties are made on terms equivalent to those that prevail in arm’s length transactions.

(a) Subsidiaries
Transactions between the company and its subsidiaries are eliminated on consolidation and therefore are not disclosed. Details of the principal group companies are given in note 22.

(b) Associates and joint ventures
Sales and purchases to and from associates and joint ventures are principally in respect of premium drinks products but also include the provision of management services.
Transactions and balances with associates and joint ventures are set out in the table below:
 2022
£ million
2021
£ million
2020
£ million
Income statement items
Sales11 
Purchases31 23 29 
Balance sheet items
Group payables2 
Group receivables2 
Loans payable 
Loans receivable175 108 82 
Cash flow items
Loans and equity contributions, net66 38 47 
 2023 £ million2022 £ million2021 £ million
Income statement items
Sales10 11 
Purchases13 31 23 
Balance sheet items
Group payables2 
Group receivables1 
Loans payable — 
Loans receivable197 175 108 
Cash flow items
Loans and equity contributions, net93 66 38 
 
Other disclosures in respect of associates and joint ventures are included in note 6.

(c) Key management personnel
The key management of the group comprises the Executive and Non-Executive Directors, the members of the Executive Committee and the Company Secretary. They are listed under ‘Board of Directors and Company Secretary’ and ‘Executive Committee’.
 
2022
£ million
2021
£ million
2020
£ million
Salaries and short-term employee benefits10 10 
Annual incentive plan13 13 — 
Non-Executive Directors’ fees
Share-based payments(1)
19 12 (11)
Post employment benefits
Termination benefits— 
45 38 
 202320222021
£ million£ million£ million
Salaries and short-term employee benefits11 10 
Annual incentive plan6 13 13 
Non-Executive Directors’ fees1 
Share-based payments(1)
12 19 12 
Post employment benefits2 
Termination benefits — 
32 45 38 
(1)    Time-apportioned fair value of unvested options and share awards.

Non-Executive Directors do not receive share-based payments or post employment benefits.
290278

Financial statements (continued)
There were no transactions with these related parties during the year ended 30 June 20222023 on terms other than those that prevail in arm’s length transactions.

(d) Pension plans
In October 2022, Diageo plc provided an interim credit facility to Diageo Pension Trust Limited, consisting of £850 million for the Diageo Pension Scheme, to support temporary liquidity challenges until 29 December 2022. In December 2022, the maturity date was extended to 29 June 2023. The facility amount was reduced on 22 May 2023 to £350 million and on 14 June 2023 the maturity date was extended to 11 October 2023. The facility was subsequently cancelled on 25 July 2023.
The Diageo pension plans are recharged with the cost of administration services provided by the group to the pension plans and with professional fees paid by the group on behalf of the pension plans. The total amount recharged for the year was £0.1 million (2021(2022 – £0.1 million; 20202021 – £0.1 million).

(e) Directors’ remuneration
 2022
£ million
2021
£ million
2020
£ million
Salaries and short-term employee benefits
Annual incentive plan— 
Non-Executive Directors' fees
Share option exercises(1)
— — 
Shares vesting(1)
11 
Post employment benefits— — 
15 15 
 202320222021
£ million£ million£ million
Salaries and short-term employee benefits3 
Annual incentive plan2 
Non-Executive Directors' fees1 
Share option exercises(1)
 — 
Shares vesting(1)
4 
Post employment benefits1 — — 
11 15 
(1)    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.

279

Unaudited financial information
22. 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.
Country of incorporationCountry of operation
Percentage of equity owned(1)
Business description
Subsidiaries
Diageo Ireland Unlimited CompanyIrelandWorldwide100%Production, marketing and distribution of premium drinks
Diageo Great Britain LimitedEnglandGreat Britain100%Marketing and distribution of premium drinks
Diageo Scotland LimitedScotlandWorldwide100%Production, marketing and distribution of premium drinks
Diageo Brands B.V.NetherlandsWorldwide100%Marketing and distribution of premium drinks
Diageo North America, Inc.United StatesWorldwide100%Production, importing, marketing and distribution of premium drinks
United Spirits Limited(2)
IndiaIndia55.94%55.88%Production, importing, marketing and distribution of premium drinks
Diageo Capital plc(3)
ScotlandUnited Kingdom100%Financing company for the group
Diageo Capital B.V.(3)
NetherlandsNetherlands100%Financing company for the group
Diageo Finance plc(3)
EnglandUnited Kingdom100%Financing company for the group
Diageo Investment CorporationUnited StatesUnited States100%Financing company for the US group
Mey İçki Sanayi ve Ticaret A.Ş.TurkeyTurkey100%Production, marketing and distribution of premium drinks
Associates
Moët Hennessy, SAS(4)
FranceFrance34%Production, marketing and distribution of premium drinks
(1)    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.
(2)    Percentage ownership excludes 2.38% owned by the USL Benefit Trust.
(3)    Directly owned by Diageo plc.
(4)    French limited liability company.
291280

Financial statements (continued)Unaudited financial information
23. Post balance sheet events
On 14Starting 1 July 2022,2023, in line with reporting requirements the functional currency of Diageo announcedplc has changed from sterling to US dollar which is applied prospectively. This is because the group's share of net sales and expenses in the US and other countries whose currencies correlate closely with the US dollar has been increasing over the years, and that trend is expected to continue in line with the group's strategic focus. Diageo has also decided to change its presentation currency to US dollar with effect from 1 July 2023, applied retrospectively, as it had agreedbelieves that this change will provide better alignment of the reporting of performance with its business exposures.
Diageo will propose adopting new Articles of Association (New Articles) at the AGM to sell Guinness Cameroun S.A., its brewerybe held on 28 September 2023 which reflects the change in Cameroon,the functional currency of Diageo plc and presentation currency of the group from sterling to Castel GroupUS dollar. The New Articles shall, among other things, empower the Board to declare and/or pay dividends in any currency or currencies and enable the Board to make provisions for £389 million. The transactionshareholders to receive dividends in a different currency to the currency in which dividends were declared. Subject to the approval of the New Articles by shareholders at the AGM and commencing with the interim dividend that is expected to be completeddeclared in January 2024, Diageo’s future dividends will be declared in US dollar. Holders of ordinary shares will continue to receive their dividends in sterling but will have the first halfoption to elect to receive it in US dollar. Holders of ADRs will continue to receive dividends in US dollar.
On 31 July 2023, the year ending 30 June 2023, subjectBoard approved plans for a further return of capital programme of $1.0 billion to regulatory clearances. As per management’s judgement, the criteria to classify the business of Guinness Cameroun S.A. as held for sale are not met, hence such classification was not applied on 30 June 2022 in respect of this business.shareholders.


292281

Unaudited financial information
Definitions and reconciliation of non-GAAP measures to GAAP measures

Diageo’s strategic planning process is based on certain non-GAAP measures, including organic movements. These non-GAAP measures are chosen for planning and reporting, and some of them are used for incentive purposes. The group’s management believes that these measures provide valuable additional information for users of the financial statements in understanding the group’s performance. These non-GAAP measures should be viewed as complementary to, and not replacements for, the comparable GAAP measures and reported movements therein.
It is not possible to reconcile the forecast tax rate before exceptional items, forecast organic net sales growth and forecast organic operating profit growth to the most comparable GAAP measure as it is not possible to predict, without unreasonable effort, with reasonable certainty, the future impact of changes in exchange rates, acquisitions and disposals and potential exceptional items.

Volume
Volume is a performance indicator 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 and certain pre-mixed products that are classified as ready to drink in nine-litre cases, divide by ten.

Organic movements
Organic information is presented using sterling amounts on a constant currency basis excluding the impact of exceptional items, certain fair value remeasurement, hyperinflation 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.

Calculation of organic movements
The organic movement percentage is the amount in the row titled ‘Organic movement’ in the tables below, expressed as a percentage of the relevant absolute amount in the row titled ‘2022 adjusted’. Organic operating margin is calculated by dividing operating profit before exceptional items by net sales after excluding the impact of exchange rate movements, certain fair value remeasurements, hyperinflation and acquisitions and disposals.

(a) Exchange rates
Exchange in the organic movement calculation reflects the adjustment to recalculate the reported results as if they had been generated at the prior period weighted average exchange rates.
Exchange impacts in respect of the external hedging of intergroup sales by the markets in a currency other than their functional currency and the intergroup recharging of services are also translated at prior period weighted average exchange rates and are allocated to the geographical segment to which they relate. Residual exchange impacts are reported as part of the Corporate segment. Results from hyperinflationary economies are translated at forward-looking rates.
(b) Acquisitions and disposals
For acquisitions in the current period, the post-acquisition results are excluded from the organic movement calculations. For acquisitions in the prior period, post-acquisition results are included in full in the prior period but are included in the organic movement calculation from the anniversary of the acquisition date in the current period. The acquisition row also eliminates the impact of transaction costs that have been charged to operating profit in the current or prior period in respect of acquisitions that, in management’s judgement, are expected to be completed.

Where a business, brand, brand distribution right or agency agreement was disposed of or terminated in the reporting period, the group, in the organic movement calculations, excludes the results for that business from the current and prior period. In the calculation of operating profit, the overheads included in disposals are only those directly attributable to the businesses disposed of, and do not result from subjective judgements of management.

(c) Exceptional items
Exceptional items are those that in management’s judgement need to be disclosed separately. Such items are included within the income statement caption to which they relate, and are excluded from the organic movement calculations. Management believes that that separate disclosure of exceptional items and the classification between operating and non-operating items further helps investors to understand the performance of the group. Changes in estimates and reversals in relation to items previously recognised as exceptional are presented consistently as exceptional in the current year.

282

Unaudited financial information
Exceptional operating items are those that are considered to be material and unusual or non-recurring in nature and are part of the operating activities of the group, such as one-off global restructuring programmes which can be multi-year, impairment of intangible assets and fixed assets, indirect tax settlements, property disposals and changes in post employment plans.

Gains and losses on the sale or directly attributable to a prospective sale of businesses, brands or distribution rights, step up gains and losses that arise when an investment becomes an associate or an associate becomes a subsidiary and other material, unusual non-recurring items that are not in respect of the production, marketing and distribution of premium drinks, are disclosed as exceptional non-operating items below operating profit in the income statement.

Exceptional current and deferred tax items comprise material and unusual or non-recurring items that impact taxation. Examples include direct tax provisions and settlements in respect of prior years and the remeasurement of deferred tax assets and liabilities following tax rate changes.

(d) Fair value remeasurement
Fair value remeasurement in the organic movement calculation reflects an adjustment to eliminate the impact of fair value changes in biological assets, earn-out arrangements that are accounted for as remuneration and fair value changes relating to contingent consideration liabilities and equity options that arose on acquisitions recognised in the income statement.

Growth on a constant basis
Growth on a constant basis is a measure used by the group to understand the trends of the business and its recovery towards pre-Covid-19 performance.
2019 to 2023 growth on a constant basis for volume, sales, net sales and operating profit before exceptional items is calculated by adding up the respective periods’ organic movement in the row titled ‘Organic movement’ in the tables below, expressed as a percentage of the relevant absolute amount in the row titled '2019 adjusted’. The most comparable GAAP financial measure is '2019 to 2023 reported movement %' in the tables below which is calculated by combining the reported movements for the respective periods, expressed as a percentage of the 2019 reported amount.

Adjustment in respect of hyperinflation
The group's experience is that hyperinflationary conditions result in price increases that include both normal pricing actions reflecting changes in demand, commodity and other input costs or considerations to drive commercial competitiveness, as well as hyperinflationary elements and that for the calculation of organic movements, the distortion from hyperinflationary elements should be excluded.
Cumulative inflation over 100% (2% per month compounded) over three years is one of the key indicators within IAS 29 to assess whether an economy is deemed to be hyperinflationary. As a result, the definition of 'Organic movements' includes price growth in markets deemed to be hyperinflationary economies, up to a maximum of 2% per month while also being on a constant currency basis. Corresponding adjustments have been made to all income statement related lines in the organic movement calculations.
In the tables presenting the calculation of organic movements, 'hyperinflation' is included as a reconciling item between reported and organic movements and that also includes the relevant IAS 29 adjustments.

283

Unaudited financial information
Organic movement calculations for the year ended 30 June 2023 were as follows:


North America
million
Europe
million
Asia
Pacific
million
Latin America
and Caribbean
million
Africa
million
Corporate
million
Total
million
Volume (equivalent units)
2019 reported49.4 45.4 95.1 22.4 33.6 — 245.9 
Disposals(2.1)(0.1)— — (2.7)— (4.9)
2019 adjusted47.3 45.3 95.1 22.4 30.9 — 241.0 
Organic movement (2020)0.1 (5.2)(14.5)(3.4)(4.0) (27.0)
Organic movement (2021)5.1 2.9 7.0 4.1 4.8  23.9 
Organic movement (2022)1.4 8.5 6.6 4.0 4.0  24.5 
2020, 2021 and 2022 movement on a constant basis6.6 6.2 (0.9)4.7 4.8  21.4 
Volume (equivalent units)
2022 reported54.851.294.227.135.7— 263.0
Disposals(2)
— (0.8)(23.3)— (1.9)— (26.0)
2022 adjusted54.8 50.4 70.9 27.1 33.8 — 237.0 
Organic movement(2.5)0.1 3.9 (0.9)(2.4) (1.8)
Acquisitions and disposals(2)
0.1 0.8 6.0  1.3  8.2 
2023 reported52.4 51.3 80.8 26.2 32.7  243.4 
Organic movement %(5) 5 (3)(7) (1)
2019 to 2023 reported growth %6 13 (15)17 (3) (1)
2019 to 2023 growth on a constant basis %9 14 3 17 8  8 

North America
£ million
Europe
£ million
Asia
Pacific
£ million
Latin America
and Caribbean
£ million
Africa
£ million
Corporate
£ million
Total
£ million
Sales
2022 reported6,682 5,740 5,624 1,945 2,403 54 22,448 
Exchange(51)(149)(4)(19)(1)— (224)
Disposals(2)
— (36)(884)— (195)— (1,115)
Hyperinflation— (213)— — — — (213)
2022 adjusted6,631 5,342 4,736 1,926 2,207 54 20,896 
Organic movement(15)553 317 132 71 33 1,091 
Acquisitions and disposals(2)
23 22 225 6 156  432 
Exchange743 (205)125 196 (48)1 812 
Hyperinflation 284     284 
2023 reported7,382 5,996 5,403 2,260 2,386 88 23,515 
Organic movement % 10 7 7 3 61 5 
284

Unaudited financial information
North America
£ million
Europe
£ million
Asia
Pacific
£ million
Latin America
and Caribbean
£ million
Africa
£ million
Corporate
£ million
Total
£ million
Net sales
2019 reported4,460 2,939 2,688 1,130 1,597 53 12,867 
Exchange(34)(19)(2)(48)
Reclassification— — — (10)— — (10)
Disposals(75)(1)(1)(1)(91)— (169)
2019 adjusted4,351 2,919 2,688 1,123 1,504 55 12,640 
Organic movement (2020)105 (358)(423)(169)(200)(16)(1,061)
Organic movement (2021)929 108 308 275 258 (18)1,860 
Organic movement (2022)754 766 402 451 308 35 2,716 
2020, 2021 and 2022 movement on a constant basis1,788 516 287 557 366 1 3,515 
Net sales
2022 reported6,095 3,212 2,884 1,525 1,682 54 15,452 
Exchange(1)
(46)(44)(8)(16)(1)— (115)
Disposals(2)
— (29)(137)— (130)— (296)
Hyperinflation— (71)— — — — (71)
2022 adjusted6,049 3,068 2,739 1,509 1,551 54 14,970 
Organic movement11 347 353 142 83 33 969 
Acquisitions and disposals(2)
20 20 35 3 104  182 
Exchange(1)
678 (41)73 145 (39)1 817 
Hyperinflation 175     175 
2023 reported6,758 3,569 3,200 1,799 1,699 88 17,113 
Organic movement % 11 13 9 5 61 6 
2019 to 2023 reported growth %52 21 19 59 6 66 33 
2019 to 2023 growth on a constant basis %41 30 24 62 30 62 35 
North America
£ million
Europe
£ million
Asia
Pacific
£ million
Latin America
and Caribbean
£ million
Africa
£ million
Corporate
£ million
Total
£ million
Marketing
2022 reported1,200 577 490 243 199 12 2,721 
Exchange(12)(2)(3)(2)(1)(15)
Fair value remeasurement of contingent considerations, equity option and earn out arrangements— — — — — 
Disposals(2)
— (1)— — (9)— (10)
Hyperinflation— (6)— — — — (6)
2022 adjusted1,189 575 488 240 188 11 2,691 
Organic movement22 42 46 34 4 4 152 
Acquisitions and disposals(2)
15 3  1 4 2 25 
Exchange134 (2)12 21 (1)2 166 
Hyperinflation 17     17 
2023 reported1,360 635 546 296 195 19 3,051 
Organic movement %2 7 9 14 2 36 6 

285

Unaudited financial information
Operating profit before exceptional itemsNorth America
£ million
Europe
£ million
Asia
Pacific
£ million
Latin America
and Caribbean
£ million
Africa
£ million
Corporate
£ million
Total
£ million
2019 reported4,116 
Disposal(29)
2019 adjusted4,087 
Organic movement (2020)(589)
Organic movement (2021)627 
Organic movement (2022)995 
2020, 2021 and 2022 movement on a constant basis1,033 
Operating profit before exceptional items
2022 reported2,454 1,017 711 538 315 (238)4,797 
Exchange(1)
(31)(13)(5)(14)11 (30)(82)
Fair value remeasurement of contingent considerations and equity option(32)(36)— — — (60)
Acquisitions and disposals(2)
(18)(26)— (18)— (56)
Hyperinflation— (1)— — — — (1)
2022 adjusted2,397 949 680 532 308 (268)4,598 
Organic movement(57)103 200 62 37 (24)321 
Acquisitions and disposals(2)
(18)(13)5  27 (6)(5)
Fair value remeasurement of contingent considerations, equity option and earn out arrangements87 25  1   113 
Exchange(1)
280 18 20 66 (152)(28)204 
Hyperinflation 23     23 
2023 reported2,689 1,105 905 661 220 (326)5,254 
Organic movement %(2)11 29 12 12 (9)7 
Organic operating margin % (3)
202338.6 30.8 28.5 36.0 21.1 n/a30.9 
202239.6 30.9 24.8 35.3 19.9 n/a30.7 
Margin movement (bps)(101)(13)363 72 126 n/a15 
2019 to 2021 reported growth %28 
2019 to 2023 growth on a constant basis %33 
(i)    For the reconciliation of sales to net sales, see page 213.
(ii)    Percentages and margin movements are calculated on rounded figures.

Notes: Information in respect of the organic movement calculations

(1)    The impact of movements in exchange rates on reported figures for operating profit was principally in respect of the favourable exchange impact of the strengthening of the US dollar and Mexican peso against the sterling, partially offset by the weakening of the Nigerian naira, Ghanaian cedi and the Turkish lira.
(2)    Acquisitions and disposals that had an effect on volume, sales, net sales, marketing and operating profit in the year ended 30 June 2023, are detailed on page 285.
(3)    Organic operating margin calculated by dividing Operating profit before exceptional items by net sales.


















286

Business review (continued)
In the year ended 30 June 2023, the acquisitions and disposals that affected volume, sales, net sales, marketing and operating profit were as follows, as per footnote (2) on the previous page:

 Volume
equ. units million
Sales
£ million
Net sales
£ million
Marketing
£ million
Operating
profit
£ million
Year ended 30 June 2022
Acquisitions
Chase Distillery— — — — 
Lone River Ranch Water— — — — 
— — — — 
Disposals
USL Popular brands(23.3)(884)(137)— (26)
Archers brand(0.1)(16)(10)— (7)
Meta Abo Brewery(0.3)(16)(12)(1)
Picon brand(0.7)(20)(19)(1)(12)
Guinness Cameroun S.A.(1.6)(179)(118)(8)(26)
(26.0)(1,115)(296)(10)(63)
Acquisitions and disposals(26.0)(1,115)(296)(10)(56)
Year ended 30 June 2023
Acquisitions
Mr Black 8 7 3 (2)
Balcones Distilling 4 4 4 (12)
Mezcal Unión 8 4 3 (1)
21Seeds0.1 9 8 8 (9)
Don Papa Rum0.1 10 10 3 (15)
0.2 39 33 21 (39)
Disposal
USL Popular brands6.0 225 35  5 
Archers brand0.7 12 10  2 
Guinness Cameroun S.A.1.3 156 104 4 27 
8.0 393 149 4 34 
Acquisitions and disposals8.2 432 182 25 (5)
287

Business review (continued)
Earnings per share before exceptional items
Earnings per share before exceptional items is calculated by dividing profit attributable to equity shareholders of the parent company before exceptional items by the weighted average number of shares in issue.
Earnings per share before exceptional items for the year ended 30 June 2023 and 30 June 2022 are set out in the table below:
 2023 £ million2022 £ million
Profit attributable to equity shareholders of the parent company3,734 3,249 
Exceptional operating and non-operating items294 405 
Exceptional tax items and tax in respect of exceptional operating and non-operating items(186)(31)
Exceptional items attributable to non-controlling interests(141)(103)
Profit attributable to equity shareholders of the parent company before exceptional items3,701 3,520 
Weighted average number of sharesmillionmillion
Shares in issue excluding own shares2,264 2,318 
Dilutive potential ordinary shares7 
Diluted shares in issue excluding own shares2,271 2,325 
 pencepence
Basic earnings per share before exceptional items163.5 151.9 
Diluted earnings per share before exceptional items163.0 151.4 

1. Five years financial informationFree cash flow
Free cash flow comprises the net cash flow from operating activities aggregated with the net cash received/paid for working capital loans receivable, cash paid or received for investments and the net cash expenditure paid for property, plant and equipment and computer software that are included in net cash flow from investing activities.
The following tables present selected consolidated financial data for Diageoremaining components of net cash flow from investing activities that do not form part of free cash flow, as defined by the group’s management, are in respect of the acquisition and sale of businesses and non-working capital loans to and from associates.
The group’s management regards a portion of the purchase and disposal of property, plant and equipment and computer software as ultimately non-discretionary since ongoing investment in plant, machinery and technology is required to support the day-to-day operations, whereas acquisition and sale of businesses are discretionary.
Where appropriate, separate explanations are given for the fiveimpacts of acquisition and sale of businesses, dividends paid and the purchase of own shares, each of which arises from decisions that are independent from the running of the ongoing underlying business.
Free cash flow reconciliations for the years ended 30 June 2023 and 30 June 2022 are set out in the table below:
 2023 £ million2022 £ million
Net cash inflow from operating activities3,024 3,935 
Disposal of property, plant and equipment and computer software13 17 
Purchase of property, plant and equipment and computer software(1,180)(1,097)
Movements in loans and other investments(57)(72)
Free cash flow1,800 2,783 
288

Business review (continued)
Operating cash conversion
Operating cash conversion is calculated by dividing cash generated from operations excluding cash inflows and asoutflows in respect of exceptional items, dividends received from associates, maturing inventories, provisions, other items and post employment payments in excess of the amount charged to operating profit by operating profit before depreciation, amortisation, impairment and exceptional operating items.
The measure is excluding any hyperinflation adjustment above the organic treatment of hyperinflationary economies. The ratio is stated at the budgeted exchange rates for the respective year ends. The data presented belowand is expressed as a percentage.

Operating cash conversion for the five years ended 30 June 2023 and 30 June 2022 were as follows:
 2023
£ million
2022
£ million
Profit for the year3,766 3,338 
Taxation970 1,049 
Share of after tax results of associates and joint ventures(370)(417)
Net finance charges594 422 
Non-operating items(328)17 
Operating profit4,632 4,409 
Exceptional operating items622 388 
Fair value remeasurement(124)(60)
Depreciation, amortisation and impairment(1)
496 489 
Hyperinflation adjustment(28)(10)
Retranslation to budgeted exchange rates(198)27 
5,400 5,243 
Cash generated from operations4,779 5,212 
Net exceptional cash paid(2)
25 15 
Post employment payments less amounts included in operating profit(1)
25 89 
Net movement in maturing inventories(3)
577 360 
Provision movement65 58 
Dividends received from associates(219)(190)
Other items(1)
14 (53)
Hyperinflation adjustment(29)(22)
Retranslation to budgeted exchange rates(198)42 
5,039 5,511 
Operating cash conversion93.3 %105.1 %
(1)    Excluding exceptional items.
(2)    Exceptional cash payments for winding down our Russian operations was £13 million (2022 – £13 million) and for Supply chain agility programme was £12 million (2022 - £nil). In the year ended 30 June 2022 exceptional cash payments for other donations were £2 million.
(3)    Excluding non-cash movements such as exchange and the respective year ends has beenimpact of acquisitions and disposals.
289

Business review (continued)
Return on average invested capital
Return on average invested capital is used by management to assess the return obtained from the group’s asset base and is calculated to aid evaluation of the performance of the business.
The profit used in assessing the return on average invested capital reflects operating profit before exceptional items attributable to equity shareholders of the parent company plus share of after tax results of associates and joint ventures after applying the tax rate before exceptional items for the fiscal year. Average invested capital is calculated using the average derived from Diageo’sthe consolidated financial statements.balance sheets at the beginning, middle and end of the year. Average capital employed comprises average net assets attributable to equity shareholders of the parent company for the year, excluding net post employment benefit assets/liabilities (net of deferred tax) and average net borrowings. This average capital employed is then aggregated with the average restructuring and integration costs net of tax, and goodwill written off to reserves at 1 July 2004, the date of transition to IFRS, to obtain the average total invested capital.
Calculations for the return on average invested capital for the years ended 30 June 2023 and 30 June 2022 are set out in the table below:
 2023 £ million2022 £ million
Operating profit4,632 4,409 
Exceptional operating items622 388 
Profit before exceptional operating items attributable to non-controlling interests(173)(192)
Share of after tax results of associates and joint ventures370 417 
Tax at the tax rate before exceptional items of 23.0% (2022 – 22.5%)(1,294)(1,173)
4,157 3,849 
Average net assets (excluding net post employment benefit assets/liabilities)8,924 8,428 
Average non-controlling interests(1,638)(1,641)
Average net borrowings14,949 12,859 
Average integration and restructuring costs (net of tax)1,639 1,639 
Goodwill at 1 July 20041,562 1,562
Average invested capital25,436 22,847 
Return on average invested capital16.3%16.8%

Year ended 30 June
20222021202020192018
Income statement data£ million£ million£ million£ million£ million
Sales22,448 19,153 17,697 19,294 18,432 
Excise duties(6,996)(6,420)(5,945)(6,427)(6,269)
Net sales15,452 12,733 11,752 12,867 12,163 
Cost of sales(5,973)(5,038)(4,654)(4,866)(4,634)
Gross profit9,479 7,695 7,098 8,001 7,529 
Marketing(2,721)(2,163)(1,841)(2,042)(1,882)
Other operating items(2,349)(1,801)(3,120)(1,917)(1,956)
Operating profit4,409 3,731 2,137 4,042 3,691 
Non-operating items(17)14 (23)144 — 
Net interest and other finance charges(422)(373)(353)(263)(260)
Share of after tax results of associates and joint ventures417 334 282 312 309 
Profit before taxation4,387 3,706 2,043 4,235 3,740 
Tax before exceptional items(1,080)(823)(743)(859)(799)
Exceptional taxation31 (84)154 (39)203 
Profit for the year3,338 2,799 1,454 3,337 3,144 
Weighted average number of sharesmillionmillionmillionmillionmillion
Shares in issue excluding own shares2,318 2,337 2,346 2,418 2,484 
Dilutive potential ordinary shares7 10 11 
2,325 2,345 2,354 2,428 2,495 
Per share datapencepencepencepencepence
Basic earnings per share140.2 113.8 60.1 130.7 121.7 
Diluted earnings per share139.7 113.4 59.9 130.1 121.1 
Dividend per share76.18 72.55 69.88 68.57 65.30 

290

Business review (continued)
Adjusted net borrowings to adjusted EBITDA
Diageo manages its capital structure with the aim of achieving capital efficiency, providing flexibility to invest through the economic cycle and giving efficient access to debt markets at attractive cost levels. The group regularly assesses its debt and equity capital levels to enhance its capital structure by reviewing the ratio of adjusted net borrowings to adjusted EBITDA (earnings before exceptional operating items, non-operating items, interest, tax, depreciation, amortisation and impairment).
Calculations for the ratio of adjusted net borrowings to adjusted EBITDA for the years ended 30 June 2023 and 30 June 2022 are set out in the table below:
 2023 £ million2022 £ million
Borrowings due within one year1,701 1,522 
Borrowings due after one year14,801 14,498 
Fair value of foreign currency derivatives and interest rate hedging instruments30 (73)
Lease liabilities448 475 
Less: Cash and cash equivalents(1,439)(2,285)
Net borrowings15,541 14,137 
Post employment benefit liabilities before tax373 402 
Adjusted net borrowings15,914 14,539 
Profit for the year3,766 3,338 
Taxation970 1,049 
Net finance charges594 422 
Depreciation, amortisation and impairment (excluding exceptional impairment)496 492 
Exceptional impairment570 336 
EBITDA6,396 5,637 
Exceptional operating items (excluding impairment)52 49 
Non-operating items(328)17 
Adjusted EBITDA6,120 5,703 
Adjusted net borrowings to adjusted EBITDA2.62.5



291


Tax rate before exceptional items
Tax rate before exceptional items is calculated by dividing the total tax charge before tax charges and credits in respect of exceptional items, by profit before taxation adjusted to exclude the impact of exceptional operating and non-operating items, expressed as a percentage. The measure is used by management to assess the rate of tax applied to the group’s operations before tax on exceptional items.
The tax rates from operations before exceptional and after exceptional items for the years ended 30 June 2023 and 30 June 2022 are set out in the table below:
 2023 £ million2022 £ million
Taxation on profit (a)970 1,049 
Tax in respect of exceptional items129 31 
Exceptional tax credit57 — 
Tax before exceptional items (b)1,156 1,080 
Profit before taxation (c)4,736 4,387 
Non-operating items(328)17 
Exceptional operating items622 388 
Profit before taxation and exceptional items (d)5,030 4,792 
Tax rate after exceptional items (a/c)20.5 %23.9 %
Tax rate before exceptional items (b/d)23.0 %22.5 %


292


Other definitions
Volume share is a brand’s retail volume expressed as a percentage of the retail volume of all brands in its segment. Value share is a brand’s retail sales value expressed as a percentage of the retail sales value of all brands in its segment. Unless otherwise stated, share refers to value share.

Net sales are sales less excise duties. Diageo incurs excise duties throughout the world. In the majority of countries, excise duties are effectively a production tax which becomes payable when the product is removed from bonded premises and is not directly related to the value of sales. It is generally not included as a separate item on external invoices; increases in excise duties are not always passed on to the customer and where a customer fails to pay for a product received, the group cannot reclaim the excise duty. The group therefore recognises excise duty as a cost to the group.


Price/mix is the number of percentage points difference between the organic movement in net sales and the organic movement in volume. The difference arises because of changes in the composition of sales between higher and lower priced variants/markets or as price changes are implemented.

Shipments comprise the volume of products sold to Diageo’s immediate (first tier) customers. Depletions are the estimated volume of the onward sales made by Diageo's immediate customers. Both shipments and depletions are measured on an equivalent units basis.

References to emerging markets include Poland, Eastern Europe, Turkey, Latin America and Caribbean, Africa and Asia Pacific (excluding Australia, Korea and Japan).

References to reserve brands include, but are not limited to, Johnnie Walker Blue Label, Johnnie Walker Green Label, Johnnie Walker Gold Label Reserve, Johnnie Walker Aged 18 Years, John Walker & Sons Collection and other Johnnie Walker super and ultra-premium brands; The Singleton, Cardhu, Talisker, Lagavulin, Oban and other malt brands; Buchanan’s Special Reserve, Buchanan’s Red Seal; Haig Club whisky; Copper Dog whisky; Roe & Co; Bulleit Bourbon, Bulleit Rye; Orphan Barrel whiskey; Balcones whisky and rum; Tanqueray No. TEN and Tanqueray Malacca gin; Aviation, Chase, Jinzu and Villa Ascenti gin; Cîroc, Ketel One vodka, Ketel One Botanical; Don Julio, Casamigos, DeLeón and 21Seeds tequila; Mezcal Unión mezcal; Zacapa, Bundaberg Master Distillers' Collection, Pampero Aniversario and Don Papa rum; Shui Jing Fang, Seedlip, Belsazar and Pierde Almas.

References to global giants include the following brand families: Johnnie Walker, Smirnoff, Captain Morgan, Baileys, Tanqueray and Guinness. Local stars include Buchanan’s, Bundaberg, Crown Royal, JεB, McDowell’s, Old Parr, Yenì Raki, Black & White, Shui Jing Fang, Windsor and Ypióca. Global giants and local stars exclude ready to drink, non-alcoholic variants and beer except Guinness. References to Shui Jing Fang represent total Chinese white spirits of which Shui Jing Fang is the predominant brand.

References to ready to drink also include ready to serve products, such as pre-mixed cans in some markets.

References to beer include cider, flavoured malt beverages and some non-alcoholic products such as Malta Guinness.

The results of Hop House 13 Lager are included in the Guinness figures.

There is no industry-agreed definition for price tiers and for data providers such as IWSR, definitions can vary by market. Diageo bases price tier definitions on a methodology that uses external metrics (including market pricing data from Nielsen, IRI etc., as well as the IWSR segmentation) for benchmarking and internal pricing metrics for a consistent segmentation.

References to the disposal of the USL Popular brands include non-exhaustively the Haywards, Old Tavern, White Mischief, Honey Bee, Green Label and Romanov brands.

References to the group include Diageo plc and its consolidated subsidiaries.











293

Unaudited financial information
As at 30 June
20222021202020192018
Balance sheet data£ million£ million£ million£ million£ million
Non-current assets23,582 20,508 21,837 21,923 21,024 
Current assets12,934 11,445 11,471 9,373 8,691 
Total assets36,516 31,953 33,308 31,296 29,715 
Current liabilities(8,442)(7,142)(6,496)(7,003)(6,360)
Non-current liabilities(18,560)(16,380)(18,372)(14,137)(11,642)
Total liabilities(27,002)(23,522)(24,868)(21,140)(18,002)
Net assets9,514 8,431 8,440 10,156 11,713 
Share capital723 741 742 753 780 
Share premium1,351 1,351 1,351 1,350 1,349 
Other reserves2,174 1,621 2,272 2,372 2,133 
Retained earnings3,550 3,184 2,407 3,886 5,686 
Equity attributable to equity shareholders of the parent company7,798 6,897 6,772 8,361 9,948 
Non-controlling interests1,716 1,534 1,668 1,795 1,765 
Total equity9,514 8,431 8,440 10,156 11,713 
Net borrowings(14,137)(12,109)(13,246)(11,277)(9,091)
Non-financial reporting boundaries and methodologies

The non-financial reporting boundaries and methodologies outlined here relate to the social and environmental performance disclosures set out in the Annual Report and the ESG Reporting Index. We describe below the general reporting methodologies and boundaries related to both non-environmental and environmental reporting. Where there are exceptions to these general reporting methodologies and boundaries, these have been included with the specific metric in the tables that follow.

General reporting methodology and boundaries, covering both non-environmental and environmental metric reporting


I. Reporting period
Our reporting covers the financial year ended 30 June 2023 unless otherwise stated.
II. Scope
Unless otherwise stated(1), the boundaries for all non-financial information disclosed in the Annual Report and the ESG Reporting Index include the performance of the global operations of Diageo plc and its subsidiaries, together with the attributable share of the results of significant joint ventures and joint operations.
The reporting boundaries are based on the principles outlined by the non-financial reporting strategy of our management, the nature of each indicator and, in the case of our greenhouse gas (GHG) emissions metrics, the Greenhouse Gas Protocol.
Environmental data and health and safety data is collected and reported for all operational sites and office sites with more than 50 employees where we have operational control. The environmental impacts associated with leased facilities that do not meet the criteria already mentioned are excluded and considered immaterial to the company’s overall impacts. This scope is reviewed every year to assess the data and extent of impacts.
GHG emissions associated with leased vehicles under operational control are being reviewed and reassessed to determine material significance to overall emissions and extent of overlap with Scope 3 indirect emissions. This review will be concluded in fiscal 24; our current estimate indicates leased vehicles may contribute 4%-5% of Scope 1 emissions or <0.5% of Scope 3 emissions.
Material changes to environmental reporting methodologies are ratified at quarterly 2030 grain to glass Strategic Business Review meetings, chaired by the President, Global Supply Chain & Procurement and Chief Sustainability Officer.

Exceptions to and limitations of each indicator are explained in the following pages section of this document.
III. Baseline and targets
The financial year ended 30 June 2020 is our baseline year. It applies to the majority of our ‘Society 2030: Spirit of Progress‘ targets. Exceptions are described in the following pages. The baseline data is used as the basis for calculating progress against our targets.
We aim to achieve each target by fiscal 30, unless otherwise stated in the following pages of this document.
IV. Acquisitions and disposals
New acquisitions are included in the consolidated reporting for non-financial disclosure from the date when control passes or as soon as practically feasible, and no later than one year after assuming operational control.(2) This duration varies as each new acquisition has unique systems and processes that must be integrated. In case of disposals, data associated with the divestment is removed from the baseline, intervening years and current year unless otherwise stated in the following pages.
V. Restatements
We may have to restate historical data due to structural changes in our operations, including from acquisitions and divestments; improvements in data accuracy and calculation methodologies; material changes to relevant policies; and material changes in our non-financial reporting.
To determine whether we need to restate historical data, we examine whether the qualitative or quantitative impacts of the changes to our non-financial reporting are material enough to compromise the accuracy, consistency and relevance of the reported information. In case a restatement for environmental data is necessary, we restate the data for the baseline year and intervening years.
In case of our environmental data, we may need to adjust data to reflect updates to GHG emission factors, in line with the GHG Protocol recommendations; and any changes in reporting policy that result in a material change to the baseline of more than 1%. We also restate data where we can show that structural changes regarding outsourcing and insourcing have an impact of more than 1%. In certain cases, where historical data is unavailable, the environmental impacts for the baseline year and intervening years are extrapolated from current environmental impact data, based on production patterns.
In fiscal 23, the baseline year GHG emissions impacts were restated to reflect changes to CO2e emission factors and updated calorific values.

(1) Non-financial information, including baseline information, excludes the performance attributable to one of our business units in Greater China due to local regulatory                 restrictions. We believe the exclusion of this data does not materially impact our non-financial performance. We restate baseline and intervening years' non-financial information to reflect divestments, acquisitions, the exclusion of a business unit in China due to local regulatory restrictions, and any other changes that would otherwise compromise the accuracy, consistency and relevance of the reported information.    
(2) We define operational control using the definition of accounting standards for most of our ESG metrics. For greenhouse gas emissions, our definition is aligned with the Greenhouse Gas Protocol.
294


VI. Reliability and accuracy of data
We have processes that govern the collection, review and validation of non-financial data included in this report, at market, regional and global levels. We have clear reporting lines and documentation of our processes; this report provides more detail about our reporting methodologies and calculation processes. Reporting methodologies are reviewed and updated each year by leadership teams.
While we make every effort to capture all information as accurately as possible, it is neither feasible nor practical to measure all data with absolute certainty. Where we have made estimates or exercised judgement, this is highlighted within the reporting methodologies.
Some of our listed subsidiaries also publish sustainability information either as standalone reports or as part of their annual report. Examples of sustainable information reporting are linked below:
United Spirits Limited: https://media.diageo.com/diageo-corporate-media/media/wxaflz30/united-spirits-limited-esg-reporting-index-2022.pdf
Sichuan Swellfun Co, Ltd: https://www.swellfun.com/ueditor/php/upload/file/20230426/1682490877231414.pdf
East Africa Breweries PLC: https://www.eabl.com/sites/default/files/documents/EABL_Sustainability_Report-2022.pdf
Guinness Nigeria plc: https://www.guinness-nigeria.com/PR1346/aws/media/14677/f22-sustainability-report.pdf
VII. Reporting systems
We use four main systems to collect, validate and analyse reported data.
Human Resources data is reported at site level using Workday, our global information management systems. HR data is collected on a monthly basis for all Workday markets.(1) Non-Workday markets(2) data is manually captured offline via HR Directors and the points of contact only for annual reports. Both Workday and non-Workday markets data are then consolidated.
Health and Safety information for performance measures is collected locally, on a monthly basis, using site held incident reports. This is collated and analysed using a web-based information management system and reported externally on an annual basis.
Environmental data is collected on key measures of environmental performance every year. This is collated and analysed using a web-based environmental management system.
Market-level ‘Society 2030: Spirit of Progress‘ data: Where ‘Society 2030: Spirit of Progress‘ programmes are managed at a local level, data is collated every quarter. The data is compiled at market, regional and global levels, alongside our other ‘Society 2030: Spirit of Progress‘ targets, and is reviewed by general managers, functional leadership teams, the 2030 grain to glass Strategic Business Review (SBR) and the Global Executive Committee during quarterly meetings.
This regular assessment of performance enables us to manage programme risks and opportunities and helps us ensure that we have the right level of resources to deliver on our commitments.

Scope and methodology of physical and transition climate risk scenario analysis reported on page 294.

Scenario analysis of physical risks
Important note on scenario analysis:
Climate risk scenario analysis has limitations: it is not a predictor of the future and it is limited by the assumptions used, which themselves are subject to uncertainty. No single scenario is likely to materialise in the coming decades, and we are all likely to be exposed to both physical and transition risks as the world continues to warm as a consequence of emissions already in the atmosphere. The pathway to reducing emissions is also highly variable, as governments and industry pursue a variety of means, such as introducing regulation and developing new technologies. Nevertheless, scenario analysis is a powerful tool to understand how our business could be impacted under certain plausible but severe future conditions, and it allows us to understand where risks and opportunities are most likely to materialise, to understand trends and to integrate these into our strategy.
Following the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD), we conducted scenario analysis to determine the likely financial impact of the most important physical risks on our assets and operations. The physical risks we identified of most importance were:
1.Water supply: Inability to produce brands due to constrained water supply as a result of drought caused by chronic climate change.
2.Agricultural material supply: Increased cost of raw materials due to scarcity caused by changes in growing conditions caused by chronic climate change
3.Site integrity: Inability to produce products, or damage to stored products due to acute weather events (floods or storms)
4.Disruption to agricultural material supply: Inability to receive agricultural materials due to acute weather events (floods or storms).
Using the best available climate data and natural catastrophe-modelling techniques, our climate resilience partners calculated projected Estimated Annual Losses (EALs) and Value at Risk (VaR) for the present day and two future time periods (the 2030s and 2050s) under two climate scenarios. For most climate variables, these climate scenarios include a ‘moderate’ emissions reduction pathway (RCP4.5 or SSP245) and a ‘worst-case’ pathway (RCP 8.5 or SSP 585). The results were expressed as:
Present day and projected EALs driven by:
The impact of drought, river floods and tropical windstorms on owned and third-party-operated production assets
The impact of floods and tropical windstorms on supplier assets (glass and cans);
295


and present day and projected VaR associated with:
The exposure of production assets to water stress
The exposure of production and supplier assets to tropical windstorms.
Please see the diagram on page 294 for a summary of the scope of our physical and transition risk assessments and scenario analysis.)

(1) Markets using our Workday online Human Resource system
(2) Non-Workday markets refer to markets where the Workday online Human Resource System is not used.

A summary of the scope of our physical and transition risk assessments and scenario analysis
TimeframeShort term (0-5yrs)Medium term (2030)Long term (2050)
GeographyAll Diageo and key third-party operations in North America, Scotland (fiscal 21); India, Africa, Mexico and Turkey (fiscal 22); and Asia Pacific, Europe and Latin America and Caribbean (fiscal 23).
Risk types
Physical risks
Water (availability, quality, temperature), temperature,
flooding, landslide, wildfires, wind, humidity
Transition risks and opportunities
Temperature scenarios+4 to +5ºC (extreme)
RCP 8.5'
+2 to +3ºC (moderate)
RCP 4.5'
1.5ºC to 2ºC (Paris agreement)
RCP 2.6'
Scope
Raw materials
1,200+ suppliers' sites
Key raw materials* (wheat, barley, maize, cane and beet sugar, vanilla, aniseed, grapes, broken rice, sorghum, agave, dairy, hops)
*+4 to +5ºC scenario only
Processing
Approximately 250 Diageo and third-party operations' sites
Detailed assessments of 39 sites
Distribution
Key road, rail routes
Key sea ports (69)
Risks reviewed
Policy and legal risks
Technology risks
Market risks
Reputation risks
Opportunities
Resource efficiency
Energy source
Products and services
Markets
Scenario analysis
Energy
Transport
Packaging
Raw materials
Scenario analysis
Pack weight reduction
Circular offerings
Scenario analysis of transition risks
Over fiscal years 21-23, we have conducted scenario analysis of the impact on our financial performance of transition risks stemming from a Paris-aligned scenario. Our modelling envisages a successful transition to a low-carbon economy in time to keep the temperature rise to 1-2⁰C by 2100 and assumes a variety of decarbonisation challenges and opportunities relating to ingredients, energy, packaging and transport costs, and changes in demand for our products (to 2030 and 2050). Over consecutive years, we have refined the model and incorporated data relating to our entire business, including production volume, sales, raw materials and packaging costs, and projected growth rates by category and market to inform future scenarios.
In modelling the financial impact of a successful transition to a low-carbon economy, we considered two scenarios:
1.A baseline scenario which incorporates stated policies and national targets that are already in place and have detailed measures for their realisation; and
2.A transition scenario that assumes the world successfully reaches net zero emissions by 2050. This scenario considers necessary changes in the global energy sector and associated changes across all other sectors of the economy that can reasonably be modelled.
Both scenarios rely on a combination of internal assumptions (e.g., production costs, sales and margin growth rates, product mix, etc) and external factors (e.g., carbon pricing, greening of energy production, decarbonisation of industry). External models available from the International Energy Agency, the Intergovernmental Panel on Climate Change and other institutions were supplemented where necessary by our expert partners' internal models. Together, these models gave us a range of plausible assumptions designed to capture a trajectory of changes in demand, costs, prices, regulation, technology and capital investments in relevant markets and business segments, that could result in the world achieving net zero emissions by 2050. We looked at how combinations of these changes might affect us both positively (increased demand for sustainable products) and negatively (higher costs) and estimated the combined effect on our cash flow to both 2030 and 2050. Outlined in the table on page 295, below are the materials that most affect our input costs, which may go up or down depending on the situation. We have modelled costs based on our exposure to global versus local changes; so, for example, glass and aluminium are procured globally, while the cost of energy, for example, is always local. For each scenario, we then estimated the prices of major input costs, where relevant by geography, and modelled the impact they would have on our operating profit.

296


Input costs assessed in the scenario analysis by geography

RegionGlobalUKUSCanadaMexicoTurkeyIndiaAfricaAsia PacificLACIreland
Glassl
Aluminiuml
Land transportl
Ocean transportl
Energylllllllll
Electricitylllllllll
Raw materials:
Barleyl
Wheatl
Maizel
Ricel
Sorghuml
Sugarl
Vanillal
Aniseedl
Agavel
Grapesl
Hopsl
Dairyl




297


Additional informationPromote positive drinking
As a responsible business, we want to change the way people drink – for shareholders
the better. This is why we promote moderate drinking and invest in education and programmes to discourage the harmful use of alcohol. Around the world, we reach audiences with messages that aim to change attitudes, whether it’s highlighting the harm of underage drinking or binge drinking, warning of the dangers of drink driving, or using our brands to highlight the importance of moderation.
Production
The company owns manufacturing production facilitiesOur work speaks to audiences across the globe, including malting facilities, distilleries, breweries, packaging plants, maturation warehouses, cooperages,globe. We continue to innovate and distribution warehouses. Diageo’s brands are also produced at plants ownedlook for ways to improve as we strive to engage more and operated by third partiesmore people through our work to promote positive drinking. This desire to learn and joint ventures at several locations aroundimprove extends to how we measure and evaluate the world. We believe thatimpact of our facilities are in good conditionwork and working order. its effect on changing people’s attitudes.
We have adequate capacityreached our DRINKiQ target by launching it in all our markets where legally permissible, but we are determined to meet our current needs,continue promoting DRINKiQ so that consumers have access to information that can increase their knowledge and awareness of the impact of harmful drinking.

TargetChampion health literacy and tackle harm through DRINKiQ in every market where we live, work, source and sell
Performance measureNumber of markets that have launched DRINKiQ
Definition
Markets required for DRINKiQ rollout were identified during the initial project scoping phase in fiscal 20. The baseline is the total number of Diageo markets where we live, work, source and sell.
‘Launched’ means the DRINKiQ website is live and accessible by consumers in the market from November 2020.
Data preparation
The Global Spirit of Progress team manages all aspects of DRINKiQ design, development and deployment (except China, where we had to use a local vendor for build due to firewall issues).
We engage and manage the global agency that is responsible for building and testing every website in every market throughout all stages of development, user acceptance testing and deployment.
The agency web developers who build the DRINKiQ website undertake a series of steps to deploy DRINKiQ to the production environment. Once the deployment is complete, the agency conducts testing to verify overall site performance and functionality is operating as intended. The completion of the testing concludes the deployment process, and the site/updates are deemed as ‘live’ since they are available on www.drinkiq.com.
Scope exceptionTurkey is the only market in which we are unable to roll out DRINKiQ due to legal restrictions. Travel Retail Asia covers multiple geographical territories and is therefore not counted as an individual market in scope for delivering our DRINKiQ target.
TargetLeverage Diageo marketing and innovation to make moderation the norm – reaching 1 billion people with dedicated responsible drinking messaging
Performance measureNumber of people reached through campaigns and training specifically designed to promote moderation
DefinitionWe deliver responsible drinking campaigns and training through social media, viral videos, events, traditional media campaigns and other forms of marketing by Diageo brands.
Scope exceptionMarkets are only included where we have verifiable media data provided by third-party partners.
Reporting period1 June to 31 May. Our baseline year for calculating cumulative progress is fiscal 21.
Data preparation
Data on how many people our campaigns reach is collected by our media agency partners and reported to us. Diageo’s media agency partners manage measurement and verification of this data through various industry-standard practices optimised for each media channel.
Digital media: Cookies/pixels provide unique consumer identifiers. These identifiers provide us with the ability to estimate how many people we reach across a single campaign.
Non-digital media: Utilising industry-standard audience measurement for each platform, we can estimate how many people our campaigns reach for any TV, radio, out of home or other non-digital channel. For example, we utilise industry-standard metrics, such as Nielsen, to estimate viewer audience for a TV programme during which we ran an ad. For out of home, industry-standard measurement of foot traffic, vetted through third-party organisations, is used to estimate the number of people who pass by a billboard.
To attempt to prevent double counting, we also adjust the data in the context of the adult population for each market. Each market's total annual reach figure comprises either the highest number of people reached in any given quarter in that market, or the highest number of people reached by a specific campaign in that market, whichever is the greater.
LimitationsReach data cannot be as accurately deduplicated over periods of time longer than a year. When reporting how many people we reach over time periods of longer than one fiscal year, figures for individual fiscal years are added together to provide a cumulative number.

298


TargetScale up our SMASHED partnership and educate 10 million young people, parents and teachers on the dangers of underage drinking
Performance measure
Number of people educated on the dangers of underage drinking through a Diageo-supported education programme
Number of people who confirmed changed attitudes on the dangers of underage drinking following participation in a Diageo-supported education programme
Definition
SMASHED is our flagship underage drinking programme, developed and delivered in partnership with Collingwood Learning (Collingwood) and sponsored by Diageo. Our SMASHED partnership aims to change attitudes to underage drinking through live theatre performances and workshops and interactive online events.
Live: A live or virtual theatre performance in schools or other community setting, with interactive workshops for students, resources for teachers and parents, and comprehensive evaluation.
Online: An innovative and engaging e-learning course, telling the SMASHED story though filmed clips, with interactive learning tools, student assessment and teacher support.
Offline: SMASHED Online can also be delivered offline through PowerPoint and video clips.
People educated: Target age group (10-17), who have participated in the full 60-minute live or online learning experience. Completions for online are counted only on course completion, and live completion is counted when the number, as stated by the teacher, has completed the full 60-minute session, which is then confirmed by the local delivery partner.
Changed attitudes: A young person who confirmed a changed attitude is someone who responds to the post-survey question by stating that they are less likely to drink underage. This is supported by evidenced progression through pre- and post-performance surveys against all other learning outcomes, with the ‘less likely to drink underage’ results as the core indicator.
Scope exception
Local adaptations: Collingwood has set criteria for partners – a local delivery partner, ministry of education (or similar) and sponsors – to support the success of local adaptations on the ground.
Each delivery partner will culturally and linguistically adapt the storyline and interactive elements to suit the local audience, with guidance from Collingwood.
Collingwood collaborates with delivery partners to ensure they comply with the original content while accommodating appropriate adaptations. This is also supported by programme sponsors and educational stakeholders to support links with existing curriculum. Evaluation questions remain consistent worldwide, both pre- and post-programme. Collingwood does not allow changes to the content or intent of the questions. The only adaptations made are for language translation.
Reporting period
The complexity of gathering data from hundreds of schools globally with different academic years means there is a lag in reporting information from our live programmes. Each financial year we include data from 1 June to 31 May.
The baseline year for the reporting of cumulative progress towards our target is our financial year ended 30 June 2018; reporting is therefore cumulative progress from July 2018 onwards.

299


Target (continued)Scale up our SMASHED partnership and educate 10 million young people, parents and teachers on the dangers of underage drinking
Data preparation
The number of people educated is supplied by in-country delivery partners to Collingwood. When SMASHED is delivered by a third-party and is partially funded by Diageo, we only claim the proportion of people educated that our funding contributes to.
From September 2022, where an audience numbers over 500 students in one session, we have categorised these as ‘large-scale special events’. Where large-scale events are run if there are a sufficient number of facilitators (ratio 1:200) then the full number of people educated is included. If the number of facilitators present is below this ratio, then the number of people in attendance are capped at the large-scale event number.
The number of people educated is calculated by adding together the number of people reached in each country.
SMASHED Live operates pre- and post-evaluation surveys of at least 20% of the target audience of young learners as part of the programme on the day. This represents 20% of the participating schools on each tour.
The following sampling criteria have been established to measure attitude change:
Assess 20% of programme participants through pre- and post-evaluation surveys.
The participants that make the 20% sample have to be selected randomly.
If the sample is less than 200 people, the same participants must take the pre- and post-evaluation surveys.
The sample has to be approximately 50% male and 50% female.
The number of people who confirmed changed attitude is calculated by projecting the results of the survey, for those who have confirmed in the post-survey question that they are less likely to drink underage, to the total number of people educated for the events run.
The data, alongside supporting evidence is supplied by delivery partners and then consolidated and reviewed by Collingwood before being shared with us for review and reporting.
We have assumed that teachers are an impartial and accurate provider of student numbers, with clear knowledge of the groups allocated to SMASHED. We have also assumed that students participating in SMASHED Live and Online have adequate literacy skills to understand and complete written evaluation forms.
Limitation
We consider double counting to be highly unlikely, given the activity is only delivered once to any audience within the curricular requirements for the year. No unique personal identifiers are collected, for data privacy reasons.
We avoid having schools run SMASHED Live and Online concurrently by offering only a single option in the vast majority of countries. Where two programmes are available, we mitigate the risk of duplication by offering programmes strategically to different school areas. In the unlikely event a school uses SMASHED Online and SMASHED Live, we assume that the school will utilise courses for different student groups. We mitigate the risk further by checking participating school data quarterly and communicating with teachers.
We have assumed that the number of students expected to either repeat a year group or change secondary schools is negligible, based on the most recent statistics from third parties.
300


TargetExtend our UNITAR partnership, and promote changes in attitudes to drink driving, reaching five million people by 2030
Performance measure
Number of people educated about the dangers of drink driving
Number of people who confirmed attitudinal change on the dangers of drink driving through the Diageo supported programme
Number of law enforcement officers trained through the UNITAR High Visibility Enforcement (HVE) programme.
Definition
We run two programmes that aim to address the dangers of drink driving. Our Wrong Side of the Road (WSOTR) programme, primarily delivered online, is designed to help people understand the consequences of drink driving by listening to the repercussions for people who decided to get behind the wheel after drinking. All stories are real and aim to help prevent other people from making the same mistakes. The purpose is to show the effects that this decision can have on the individual and the people around them, helping viewers to consider what would happen if they were in a similar situation.
We also partner with UNITAR on its high-visibility enforcement training programme, an online training course which aims to help government and law enforcement officials design and implement interventions that contribute to reducing the number of alcohol-related fatalities and injuries.
Changed attitudes: A person who confirmed a changed attitude is someone who responds to the post-experience survey by stating that they are less likely to drink and drive because of participating in the Diageo learning experience.
Scope exceptionFor programmes that are partially funded by Diageo, we only claim the proportion of people educated that our funding contributes to.
Reporting period1 July to 30 June. Our baseline year is fiscal 22.
Data preparation
To measure attitude change, at least 20% of WSOTR participants are assessed through a pre- and post-programme survey as to whether they are less likely to drink and drive because of their participation.
The different formats are reported in the following ways:
Online: The online completions are reported daily through a data report pulled from Diageo’s internal PowerBi system.
Online through third parties: Depending on the format, their numbers can either be generated by the main system through the daily report or through their own reports. They must provide back-up data, which is then validated by the Diageo global team.
Offline: In markets where internet access is a challenge, we have tailored the experience to be used offline at events or high-footfall locations. Completions are captured on forms that are then collated and input to a report. These reports are submitted quarterly and reviewed and verified by the global team.
Limitations-
301


Doing business the right way
from grain to glass

We want to do business in the beerright way every day, everywhere. This is about ensuring our people and spirit categories,suppliers demonstrate integrity, live our values, and behave in an ethical way that underpins our Code of Conduct. We expect everyone who works for us and alongside us to uphold human rights and stand up for what is right, as we have undertaken activitiesgrow sustainably and responsibly.

Governance and ethics
Working with integrity is an important part of who we are and how we achieve our performance ambition to increase our production capacity to address our anticipated future demand.
The major facilities with locations, principal activities,be the best performing, most trusted and respected consumer products representedcompany in the below table:world.

Performance measureCode of Business Conduct Mandatory Training
DefinitionAnnually, we request all Diageo employees to complete the Code of Business Conduct e-learning. This requires employees to confirm their commitment to their compliance and ethics accountabilities, and certify that they have read, understood, and complied with our Code of Business Conduct and supporting Global policies.
Scope exceptionEmployees on long-term leave e.g. family leave, sickness leave.
Data preparationWe deliver the Code of Business Conduct e-learning through our global online training tool, My Learning Hub, which holds a record of who has participated in and completed the course. Participation and completion records are reported to market and function leadership teams and reviewed by Business Integrity leads.
Limitation-

Performance measureSpeakUp
DefinitionWe inform all employees and third parties about our SpeakUp whistleblowing telephone service and online portal, which is available in all 20 of our Code languages. The service is run by an independent external party 24 hours a day, 365 days a year.
Scope exception-
Data preparationWe capture allegations reported either via SpeakUp or our internal channels in our global breach management tool.
Limitation-
Performance measureReported and substantiated breaches
DefinitionReported breaches are potential breaches of our Code of Business Conduct, policies or standards made known to the business, either via our SpeakUp service or brought to our attention internally. Substantiated breaches are those reports that ultimately result in sufficient evidence being gathered to support the concern raised.
Scope exception-
Data preparationWe update the number of substantiated breaches and Code-related leavers from previous years to include the outcomes of those reports made in one financial year – but for which the investigation and any associated disciplinary actions are not closed until the following financial year, after the Annual Report has been published. This enables us to make a full and accurate year-on-year comparison.
Limitation-
302


Our people
At Diageo, we strive to create an environment where all our people feel they are treated fairly and with respect. We commit to understanding what it means to act with integrity in our roles, to ensure we are doing business in the right way, meeting external expectations and our own standards. Our global health and safety ambition and strategy are designed to ensure all our people are safe when working, on site, at home and on the road, every day, everywhere.
Employee profile data
LocationPerformance measurePrincipal activitiesAverage number of employees by region by genderProductsAverage number of employees by role by gender
United KingdomDefinitiondistilling, bottling, warehousing, RTD canning, Filling/Disgorging, cooperage, visitor centreEmployees have been allocated to the region in which they reside.
Employees have been allocated to the role in which they occupy.
We define Executive as a member of the Executive Committee; Senior Manager (SL, L2, L3) as those in top leadership positions excluding Executive Committee members; Line Manager as all Diageo employees (excluding Executive Committee members and Senior Managers) with one or more direct reports; and Supervised employee as all remaining Diageo employees (excluding Executive Committee members, Senior Managers and Line Managers) who have no direct reports.
Scope exceptionbeer, scotch whisky, gin, vodka, rum, RTDAll Diageo employees are in scope for this performance measure. However, people data from joint ventures and associates where Diageo does not have operational control are not included.All Diageo employees are in scope for this performance measure. However, people data from joint ventures and associates where Diageo does not have operational control are not included.
IrelandData preparation
Total employee data comprises our average number of FTE employees across 12 months. Employee data is captured globally through financial and HR information and reporting systems.
Employee type includes Regular, Graduates and Fixed Term Contract (FTC) across all markets. Data from markets where Diageo has not implemented its global HR system is collected by local HR teams to form a total Diageo view.
Employee data comprises our average number of FTE employees across 12 months except Executives, which are reported as of 30 June 2023 because of the small population size. Employee data is captured globally through financial and HR information and reporting systems.
Employee type includes Regular, Graduates and Fixed Term Contract (FTC) across all markets. Data from markets where Diageo has not implemented its global HR system is collected by local HR teams to form a total Diageo view.
Limitation
Joint operations are included but, where Diageo does not have operational control, only high-level regional data is available.
Markets where our global HR system, Workday, is not in place are reliant on manual data collection or, in some cases, we may not be able to obtain data. These markets include Ypioca, Zacapa, United Spirits Limited – India (partial), Casamigos, Balcones, Davos, Vietnam Spirits and Wine, Don Papa Rum, Moet Hennessy Diageo, Korea (partial), Japan JWS, Angola and Northern Cyprus.
Joint operations are included but, where Diageo does not have operational control, only high-level regional data is available.
Markets where our global HR system, Workday, is not in place are reliant on manual data collection or, in some cases, we may not be able to obtain data. These markets include Ypioca, Zacapa, United Spirits Limited – India (partial), Casamigos, Balcones, Davos, Vietnam Spirits and Wine, Don Papa Rum, Moet Hennessy Diageo, Korea (partial), Japan JWS, Angola and Northern Cyprus.

303


Health and safety
Performance measureliquid production, blending, brewing, bottling, packaging, warehousingbeer and BaileysLost-time accident frequency rate (LTAFR)
ItalyDefinition
The LTAFR is the number of lost-time accidents (LTAs) per 1,000 full-time employees (Occupational Health & Safety (OH&S) FTE).
We define an LTA as any work-related incident resulting in injury or illness, where a healthcare professional or Diageo recommends one or more full days away from work, or where a job restriction or modification prevents the employee from conducting their routine tasks and activities and from working a full shift.
We consider an injury or illness to be work-related when an event or exposure in the work environment (including people working at home) either caused or contributed to the resulting condition, or significantly aggravated a medically documented and treated pre-existing injury or illness.
LTA numbers also include any OH&S FTE work-related fatalities.
In line with industry best practice, for the purposes of calculating this KPI, we include all Diageo employees, as well as temporary staff and contractors who work under our direct day-to-day supervision in our definition of OH&S FTE.
Scope exceptiondistilling, bottling, warehousingvodka, rum, RTD, non-alcoholicWe have looked closely into which home-working injuries should be in scope for reporting: for example, an injury would be in scope if caused by an activity involving work-related equipment, such as an employee injuring a finger by getting it trapped in a laptop cover. If the injured person did not report the accident on the same shift to their immediate line manager and/or Diageo point of contact, unless there are reasonable grounds, this accident is not in scope as work-related.
MexicoData preparationdistilling, bottling, warehousingtequila
We collect and report safety data for all sites where we have full operational control, including all office sites. It includes newly acquired businesses as soon as resources and systems are in place, and no later than one year after we have assumed operational control. We exclude safety data associated with any divestments during the current reporting year from reporting in the current period.
When an incident occurs at any site (operational, corporate office, remote commercial and remote home-working environments), the local line manager and local health and safety team will initiate an accident investigation and root-cause analysis. If the accident is classified as an LTA, then the local health and safety representative will escalate to the site leadership team, who will in turn escalate to regional, market and global leadership. Each month, sites are required to submit details associated with all incidents, accidents and LTAs, as well as OH&S FTE data for their site. OH&S FTE data is primarily obtained directly from the global HR/payroll system or estimated using employee numbers, average number of hours worked, absences and overtime information, if actual data is not readily available. Contractor agencies provide data on the hours worked by each contractor. This is then combined with Diageo employee data to calculate the total FTE data for the month. Safety data and OH&S FTE data is reported at site level using our global data management system.
IndiaLimitationdistilling, bottling, warehousing, tradingrum, vodka, whisky, scotch, brandy, gin
United States, Canada, US Virgin Islandsdistilling, bottling, warehousing, shipping, RTD canning, visitor centrevodka, gin, tequila, rum, Canadian whisky, American whiskey, progressive adult beverages, RTD
East Africa (Uganda, Kenya, Tanzania)distilling, brewing, bottling, packaging, warehousingbeerWe do not report LTAFR for independent contractors because of the difficulty and spirits
Nigeriadistilling, brewing, bottling, packaging, warehousingbeer and spirits
South Africadistilling, bottling, warehousingspirits
Africa Regional Markets (Cameroon, Ghana, Seychelles)distilling, brewing, bottling, warehousingbeer and spirits
Turkeydistilling, bottling, warehousingraki, vodka, gin, liqueur, wine
Brazildistilling, bottling, RTD canning, warehousingcachaça, vodka, RTD
Australiadistilling, bottling, warehousing, RTD canning & bottlingrum, vodka, gin, RTDadministrative burden in accurately recording headcount.



Performance measureTotal recordable accident frequency rate (TRAFR) less than 3.5
Definition
TRAFR is the sum of all work-related accidents including OH&S FTE/non-FTE (contractors) fatalities on Diageo premises, OH&S FTE/non-FTE LTAs, OH&S FTE medical treatment cases (MTC), and non-FTE permanent location-based MTCs, expressed as rate per 1,000 OH&S FTEs plus permanent location-based non-FTEs.
We consider an injury or illness to be work-related when an event or exposure in the work environment (including people working at home) either caused or contributed to the resulting condition, or significantly aggravated a medically documented and treated pre-existing injury or illness.
Scope exceptionAs under LTAFR
Data preparationAs under LTAFR
LimitationWe do not report MTCs for non-site-based contractors.

Performance measureNumber of fatalities
Definition
A fatality includes any work-related fatality of an employee or contractor under our direct supervision in their day-to-day work environment (on or off our premises), or any work-related fatality suffered by a third-party or contractor (non-FTEs) while on our premises.
We consider a fatality to be work-related when an event or exposure in the work environment (including people working at home) either caused or contributed to the event.
Scope exception-
Data preparationAs under LTAFR
Limitation-

304


Performance measureLost-time injury frequency rate (LTIFR)
DefinitionLost-time injury frequency rate (LTIFR) is a standard Occupational Safety and Health Administration (OSHA) metric that measures the number of lost-time injuries occurring in a workplace per one million hours worked.
Scope exceptionAs under LTAFR
Data preparationAs under LTAFR
LimitationWe do not report LTIFR for independent contractors because of the difficulty and administrative burden in accurately recording headcount.

Performance measureLost-time injury rate (LTIR)
DefinitionLTIR is a standard OSHA metric that calculates the number of lost-time injuries occurring in a workplace per 200,000 hours worked.
Scope exceptionAs under LTAFR
Data preparationAs under LTAFR
LimitationWe do not report LTIR for independent contractors because of the difficulty and administrative burden in accurately recording headcount.





Performance measureEmployee Engagement Index
DefinitionThe Employee Engagement Index is calculated as the percentage of respondents who answer positively to three questions in our Your Voice survey: I am proud to work for Diageo; I would recommend Diageo as a great place to work; I am extremely satisfied with Diageo as a place to work.
Scope exception
Reporting periodThe data was collected between 6 and 31 March 2023, so the results are based on feedback from participants in that particular window.
Data preparationThe index is calculated from an anonymous annual survey run by an independent third-party.
LimitationContractors and employees on long-term leave are excluded.
305


Champion inclusion and diversity
Championing inclusion and diversity is at the heart of what we do, and is crucial to our purpose of ‘celebrating life, every day, everywhere’.
We have set ourselves ambitious goals to drive progress, inside our business and beyond. They range from increasing representation of women and people from ethnically diverse backgrounds in our leadership, to using our media spend and influence to promote progressive portrayals in marketing, working with diverse creative teams and diverse-owned suppliers and supporting people in our local communities with hospitality and business skills.
AmbitionChampion gender diversity, with an ambition to achieve 50% representation of women in leadership roles by 2030
Performance measurePercentage of female leaders globally
DefinitionLeadership roles comprise Executive Committee members (Exec), Senior Leaders (SL), Level 2 (L2) and Level 3 (L3) roles, some of which will be vacant at any point in time. Employee type includes those on regular and fixed-term contracts.
Scope exceptionNon-Executive Directors and extended workers (agency workers, independent contractors, freelancers and consultants) are not in scope, nor are joint ventures, joint operations or associates where Diageo does not have operational control.
Data preparation
The KPI is calculated as the average of filled leadership roles at the end of each of the four quarters across the fiscal year. The total leadership population is calculated from markets that collect gender information through Workday, enabling all employees in scope to self-disclose this information. Gender data is disclosed by employees themselves on a voluntary basis on our online Human Resources system (Workday). All leaders in scope have the ability to disclose gender information on Workday.
LimitationsWhere employees have chosen not to declare their gender, this information is excluded from the gender representation data.
AmbitionChampion ethnic diversity with an ambition to increase representation of leaders from ethnically diverse backgrounds to 45% by 2030
Performance measurePercentage of ethnically diverse leaders globally
Definition
Leadership roles comprise Executive Committee members (Exec), Senior Leaders (SL), Level 2 (L2) and Level 3 (L3) roles, some of which will be vacant at any point in time. Employee type includes those on regular and fixed-term contracts.
We define ethnically diverse as those ethnic groups who are, or were historically, systematically under-represented, disenfranchised and/or economically excluded.
Ethnically diverse people can be a majority or a minority in a country.
Scope exceptionNon-Executive Directors and extended workers (agency workers, independent contractors, freelancers and consultants) are not in scope, nor are joint ventures, joint operations or associates where Diageo does not have operational control.
Data preparation
The KPI is calculated as the average of filled leadership roles at the end of each of the four quarters across the fiscal year.
Ethnicity data is disclosed by employees on a voluntary basis on Workday. The relevant ethnicity fields are based on the country in which the individual is employed to ensure all are culturally relevant.
Ethnicity is selected by individuals within the Leadership population from a pre-defined list that encompasses those ethnic types most readily seen within the specific country, based on local census and governmental data.
We determined eight categories of ethnicity, considering Diageo’s market footprint, historic under-representation and alignment across regions: Asian, Black, Hispanic/Latin American, Indian, Indigenous, Middle Eastern and Turkish, Mixed and Other Ethnic Groups. If an individual has identified as another type of local ethnicity, the people analytics team manually assign them to the closest fit, for the purposes of this data gathering exercise only.
Although employees based in India (Diageo India and Diageo Global Business Operations) are on the Workday system, they do not submit ethnicity data through Workday due to cultural sensitivities. So, self-disclosure is not the basis for data capture. Nationality is obtained by the local HR team through official identification documents by employees during the onboarding process and disclosed on Workday. Indian nationals are recorded by HR as being of Indian ethnicity. For India-based employees not of Indian nationality, the local HR director confirms their ethnicity through a confidential conversation with the individual.
Based on a third-party study commissioned by Diageo, ‘Hispanic/Latin American’ is adopted as a term to categorise all people originating from the Latin America and Caribbean (LAC) region, including both indigenous and historically migrant populations. For the purposes of this data gathering exercise, all employees identifying as White with a LAC nationality have been recorded as Hispanic/Latin American. Non-LAC nationals are mapped to their identified ethnicity.
LimitationsEmployees who identify as White, declined to self-identify or have not disclosed their ethnicity are not counted as ethnically diverse.
306


AmbitionAccelerate inclusion and diversity in our value chain, increasing the share of our global spend with diverse-owned and disadvantaged businesses to 15% by 2030
Performance measurePercentage of spend with diverse-owned and disadvantaged businesses
Definition
We define diverse-owned suppliers as for-profit businesses majority owned and operated by under-represented communities, including (but not limited to) women, ethnic minorities, LGBTQIA+, people with disabilities and other minority groups identified in the markets where we source.
Although we try to define diverse businesses consistently across all our markets, we recognise that diversity can differ across geographical regions, cultures and communities. This means that we define ethnic minority groups on a local level rather than global. In addition, in some markets, we have identified other regionally specific under-represented groups to make sure we are as inclusive as possible.
Disadvantaged businesses include smallholder farmers. The UN’s Food and Agriculture Organization describes a smallholder farmer as one who farms an area below the median threshold of their country. For the purposes of supplier diversity reporting, we consider a smallholder farmer in Africa to be one that farms an area of less than ten acres. In other markets, we use locally recognised guidance, such as for agave farmers in Mexico where the Consejo Regulador del Tequila defines this as 50,000 plants. These suppliers, which can be individuals or farm families, are widely considered to be disadvantaged because of factors including their size and exposure to global commodity markets.
Where our direct suppliers are not diverse-owned, we will consider spend with disadvantaged businesses in their own value chains. This is considered as tier two direct diverse spend.
Scope exceptionSpend from categories that are deemed as non-influenceable is excluded from our baseline spend and diverse spend calculations. Examples include customs charges, taxation and charitable donations.
Data preparation
Our total global spend is extracted from our global enterprise software, SAP, and also from other local market enterprise resource planning systems, with spend identified as non-influenceable deducted from this amount. Our spend with diverse-owned and disadvantaged suppliers is calculated as a percentage of this total spend, and is considered our tier 1 diverse spend total.
We ask our direct suppliers who are not diverse-owned to report their spend with diverse-owned business in their supply chains, and we calculate our tier 2 diverse total from these submissions.
Our tier 1 and tier 2 spend calculations are combined and are reflected in the total spend reported against this target.
Limitations-

AmbitionProvide business and hospitality skills to 200,000 people, increasing employability and improving livelihoods through Learning for Life and our other skills programmes
Performance measureNumber of people reached through Learning for Life and other skills programmes
DefinitionOur business and hospitality skills training programmes, including Learning for Life, aim to increase participants’ employability, improve livelihoods and support a thriving hospitality sector that works for all. The core curriculum includes modules on technical skills, life skills and inclusion and diversity.
Scope exceptionOnly markets running business and hospitality programmes are in scope. Markets with no such programmes are Australia, South Korea, Turkey and Eastern Europe. For entrepreneurship programmes to be included, the metric owner determines that the initiatives are appropriate to be included under the definition of providing business or hospitality skills related to our value chain.
Data preparation
We collate the number of beneficiaries of Learning for Life and other skills programmes through participant programme completion records (collected face to face or via our online training systems) maintained by Diageo programme managers or third-party delivery partners.
We make sure double counting is avoided through programme registration and completion records.
LimitationAccuracy relies on the quality of data provided by our third-party delivery partners.

307


AmbitionThrough the Diageo Bar Academy (DBA), we will provide 1.5 million training sessions delivering skills and resources to help build a thriving hospitality sector that works for all
Performance measureNumber of participations in training sessions delivered through Diageo Bar Academy
Definition
We measure the number of participations in DBA training sessions. One individual could receive multiple training sessions and each training participation would count towards our target.
The DBA delivers a range of hospitality skills training to owners, managers, bartenders and wait staff with the objective of raising professional standards in the industry and helping professionals and businesses to thrive. Examples of course content include alcohol category knowledge, drink preparation skills, serving skills including responsible serving, business and bar management skills.
Training includes physical, virtual, e-learning and masterclass tutorials.
Scope exception-
Data preparation
Participants in all these DBA trainings are included in this performance measure.
Diageo obtains data on the number of participations in trainings delivered in different ways depending on the types of course, as outlined below:
Physical training: attendance number in face-to-face sessions delivered to groups of participants
Virtual training: attendance number in live online sessions
E-learning: number of completions of self-directed learning courses
Masterclass: number of attendances at Live Tutorials and number of viewers of the recorded sessions
From fiscal 23 we include online training data from China, where different digital platforms are used.
LimitationAccuracy of data in case of physical trainings relies on third-party delivery partners.

AmbitionEnsure 50% of beneficiaries of our community programmes are women and that our community programmes are designed to enhance diversity and inclusion of under-represented groups
Performance measurePercentage of beneficiaries of our community programmes who are women
DefinitionFor Learning for Life (or equivalent) programmes, we measure the number and percentage of women who have gained business and hospitality skills.
Scope exceptionOur scope currently includes female beneficiaries of registered business and hospitality skills programmes. In future, the scope of this target will also include female representation on our water sanitation and hygiene (WASH) committees and women who benefit from initiatives such as our smallholder farmer programmes.
Data preparationFor Learning for Life programmes (and other skills programmes), we collect data on the number of female participants through training records managed by Diageo programme managers or third-party delivery partners.
LimitationAccuracy relies on the quality of data provided by our third-party delivery partners.
308


Pioneer grain-to-glass sustainability

Our continued long-term success depends on the people and planet around us. Our work to pioneer grain-to-glass sustainability is divided into three areas: preserve water for life, accelerate to a low-carbon world and become sustainable by design.
Our water stewardship strategy, ‘Preserve Water for Life’, outlines how we manage water in our supply chain, operations and communities, as well as advocate for collective action to improve water security. We started our decarbonisation journey in 2008, and we aim to reach net zero across our direct operations by 2030, using 100% renewable energy everywhere we operate. We are also committed to reducing our value chain carbon emissions by 50% by 2030. We are working to reduce our carbon footprint by reducing packaging, increasing recycled content and are focusing on regenerative agriculture.

Preserve water for life
Our strategy is based on best practice water stewardship in three areas: water accessibility, availability and quality. We are also working in partnership to better manage water globally and to lead collective action in critical water basins.

TargetReduce water use in our operations with a 40% improvement in water-use efficiency in water-stressed areas and a 30% improvement across the company
Performance measureWater use efficiency per litre of product packaged (Litres/Litre)
Additional performance measurePercentage improvement in litres of water used per litre of product packaged from the prior year
Definition
We prepare and report water withdrawal (use) from sites where we have operational control, using internally developed reporting methodologies based on the GRI Standards.
Water withdrawal includes water obtained from ground water, surface water, mains supply and water delivered to the site by tanker, less any clean water provided back to local communities directly from a site. Uncontaminated water abstracted and returned to the same source under local consent, water abstracted from the sea, and rainwater collection are excluded from reported water withdrawal data.
For water-stressed only: We define water-stressed areas using the World Resources Institute (WRI) Aqueduct tool, UN definitions and internal survey information. During the reporting period, we identified 40 of our sites as located within water-stressed areas. An assessment of our sites located in water-stressed areas is completed every two years and includes any new-build or acquired sites and excludes any sites divested.
Scope exceptionThe volume of water used at Diageo-operated agricultural lands – in Brazil, Mexico and Turkey – is quantified and reported separately.
Data preparation
Water withdrawal(use) is measured primarily from meter readings and invoices. In limited cases, estimates are used. Water efficiency per litre of packaged product is calculated by dividing total water withdrawal by the total packaged volume.
We use litres of packaged product as the measure for comparison, because this indicates how much water has been used relative to the amount of finished product that has been packaged. We measure litres of packaged product by site and aggregate them at group level. For fiscal 23, the total volume packaged used for the denominator in efficiency indicators is 3,801,239,185 litres.
LimitationIn limited cases (e.g., failure or malfunction of water meters), estimates are used for water withdrawals.

309


TargetReplenish more water than we use for our operations for all of our sites in water-stressed areas by 2026
Performance measure
Annual volumetric replenishment capacity of projects developed (m3)
Definition
This performance measure is total water replenishment capacity created in fiscal 23 in water-stressed areas. We define replenishment (or volumetric water benefit), in line with the WRI, as the volume of water resulting from water stewardship activities that modify the hydrology in a beneficial way and/or help reduce shared water challenges, improve water stewardship outcomes, and meet the targets of Sustainable Development Goal 6.
Replenishment capacity created by replenishment projects is calculated by reference to Diageo’s Water Replenishment Implementation Guide and Technical Protocol. When projects are delivered by a third-party and partially funded by Diageo, to avoid double counting, we only claim the proportion of volumetric capacity attributable to Diageo.
We define water-stressed areas using the WRI Aqueduct tool (at the Minor Basin level), UN definitions and internal survey information. During the reporting period, we identified 40 of our sites as located within water-stressed areas. An assessment of our sites located in water-stressed areas is completed every two years and includes any new-build or acquired sites and excludes any sites divested. In order to be considered within the annual volumetric replenishment capacity, replenishment projects need to be in a water-stressed area (i.e., a site’s water catchment and/or water-stressed water basins from which we source local raw materials).
The methodology for calculating the volume of water replenished for Diageo’s Water Replenishment Programme is based on the WRI’s Volumetric Water Benefit Accounting: A Method For Implementing and Valuing Water Stewardship Activities (2019, www.wri.org/research/volumetric-water-benefit-accounting-vwba-method-implementing-and-valuing-water-stewardship), which is a “comprehensive, standardised and science-based methodology to calculate and evaluate the benefits of water stewardship activities.” We detail the approach adopted and mathematical calculations applied in the Diageo Water Replenishment Programme Technical Protocol (2019) and provide a step-by-step implementation guide for markets to ensure consistency and robust controls: Diageo Water Replenishment Implementation Guide (2022).
Scope exception
Reporting period1 June to 31 May (previously 16 June to 15 June; see under Limitation, below).
Data preparation
Data required to calculate the indicative volume of water replenished is collected by an implementation partner and confirmed on completion of the project. This data is then validated by an external validator, and confirmed by the Diageo global lead for water. The Diageo Water Replenishment Implementation Guide provides templates for calculating water volume replenished – the estimated volumes are pre-validated by the global team before the project is implemented. Volumes are then validated again after the commissioning of the project.
The project volumes for fiscal 26 are restated every year to reflect latest estimates and previous fiscal actuals.
LimitationThe complexity of gathering data from multiple projects globally means there can be a delay in reporting information. This means we currently include data from projects completed by 31 May 2023 to allow us to consolidate data by fiscal year end.
310


TargetInvest in improving access to clean water, sanitation and hygiene (WASH) in communities near our sites and local sourcing areas in all of our water-stressed markets
Performance measurePercentage of water-stressed markets with investment in WASH
Definition
This target tracks funding committed and spent on new WASH facilities to improve local community access to clean water, sanitation or hygiene in communities within the same water basin as our sites and local sourcing areas.
We usually define Diageo’s markets as countries or locations where we operate or sell our products. To ensure comprehensive coverage, this KPI instead defines each market as an individual country, as set out on page 40. This means that the KPI considers water stress and investment at a country level, rather than at a market level.
We define water-stressed areas using the WRI Aqueduct tool at the minor basin level, UN definitions and internal survey information. During the reporting period, we identified 40 of our sites across 12 countries as located in water-stressed areas, with 34 of these locations currently operational and six non-operational. An assessment of our sites located in water-stressed areas is completed every two years and includes any new-build or acquired sites and excludes any sites divested.
The KPI is calculated as a percentage of the number of water-stressed markets in which Diageo has invested in WASH programmes in the same minor water basin as the site, divided by the total number of (in scope) water-stressed markets in which Diageo operates.
Scope exception
The scope excludes water-stressed markets in which Diageo operates where there is no demand or requirement for new community WASH projects (Turkey, Indonesia, Seychelles).
These exclusions are verified by an expert implementing partner, and are based on government, WRI or World Health Organization information on WASH risk and availability.
It also excludes Diageo WASH projects in markets that are not assessed as water stressed or where we do not have direct operations (for example, Myanmar).
Reporting period1 June to 31 May
Data preparationData on the WASH programmes, including locations, clean water yield, and the number of people (including the number of women) who benefit is calculated by NGO delivery partners and validated by an external validator.
The KPI is calculated as a percentage, i.e., the total number of water-stressed markets in which Diageo has invested in WASH programmes divided by the total number of (in scope) water-stressed markets in which Diageo operates.
LimitationThe complexity of gathering data from multiple projects globally means there can be a delay in reporting information. This means we currently include data from projects completed by 31 May 2023 to allow us to consolidate data by fiscal year end.

TargetEngage in collective action in all of our priority water basins to improve water accessibility, availability and quality and contribute to a net positive water impact
Performance measurePercentage of priority water basins with collective action participation
Definition
We identify priority water basins using a Diageo criticality assessment (based on expert judgement and consumption volumes) and those facing high water risk, according to the WRI Aqueduct tool. These basins would benefit most from Diageo operational sites participating in collective action to address identified water challenges.
Collective action in water stewardship includes multi-stakeholder water management initiatives or projects that involve interaction with government entities, local communities, NGOs and/or civil society organisations.
Scope exception
Data preparationPriority water basins with collective action participation are reported at country level and tracked by the Diageo global metric owner.
Limitation
311


Accelerating to a low-carbon world
We know that our planet needs significant, science-based action to create a sustainable future. We have set ourselves bold targets to reach net zero carbon across our operations and to work with our suppliers to reduce our value chain carbon emissions by 50% by 2030.
TargetBecome net zero carbon in our direct operations (Scope 1 and 2)
Performance measure
Total direct and indirect carbon emissions by weight (market/net based) (1000 tonnes CO2e)

Additional performance measures
Percentage reduction in absolute carbon emissions (direct and indirect carbon emissions by weight (market/net based)) from the prior year

Market based (net) intensity ratio of GHG emissions (grams CO2e per litre of packaged product)
Definition
Scope 1 and 2 emissions are presented as the absolute GHG emissions (Direct – Scope 1 emissions from on-site energy consumption of fuel sources and Indirect – Scope 2 emissions from purchased electricity and heat) in 1000 tonnes CO2e using market-based reporting methodology. Market-based GHG emission intensity ratio is calculated as grammes per CO2e per litre, using direct operations packaged product volume in litres for fiscal 23.
Scope exception
We exclude minor quantities of Scope 1 emissions up to 0.5% of a site's emissions, to a maximum of 50 tonnes CO2e per emission source, as well as the carbon emissions associated with biogas flaring, since they are determined to be insignificant to our overall impacts. More details can be found in the Scope section of General Reporting methodology and boundaries, covering both non-environmental and environmental metric reporting.
Biological/biogenic CO2 emissions from the combustion of bioenergy, and from direct operations processes such as fermentation to create alcohol are outside of scope and are reported separately. However, bioenergy CO2e emissions associated with methane and nitrous oxides that are not absorbed in bioenergy feedstock growth are included in Scope 1 emissions.
We do not include carbon offsets or credits in the Scope 1 and 2 GHG emissions market-based approach.
312


Data preparation
We calculate CO2e emissions data based on direct measurement of energy use (meter readings/invoices) for the majority of sites.
Market-based emissions
We externally report Scope 1 and 2 GHG emissions using metric tonnes of CO2e to compare the emissions from the seven main GHGs based on their global warming potential. We base our CO2e reduction targets and reporting protocols (since 2007) on market-based emissions.
Direct (Scope 1) emissions
We report fuel consumption by fuel type at site level using the environmental management system. Using calorific values, the fuel is then converted to energy consumption, in kilowatt hours (kWh), by fuel type, and is multiplied by the relevant CO2e emission factor to derive total CO2e emissions. Scope 1 emission factors for fuels are typically average fuel CO2e emissions factors and calorific values (the latest available at the end of the reporting year) from the UK Government Department for Energy Security and Net Zero. We apply product-specific factors, where available. Energy attribute certificates (EACs), derived from our distillery by-product feedstock and processed by a third-party to generate biomethane, form a component of our decarbonisation, together with purchased renewable gas EACs (i.e., from certificate-backed biomethane supplied indirectly through the natural gas grid). This is reflected in data preparation and aggregation.
Indirect (Scope 2) emissions
We report GHG emissions from electricity as market-based emissions in line with the WRI/WBCSD GHG Protocol Scope 2 guidance 2015. Electricity consumption recorded on our environmental management system is multiplied by emissions factors specified in EACs, contracts, power purchase agreements and supplier utility emissions, as detailed in the GHG Protocol’s Scope 2 guidance. We use GHG Protocol Scope 2 guidance to ensure EACs and associated contractual instruments meet the required standards. GHG emission factors relating to indirect emissions are updated with the latest available by end of the financial year.
Fugitive and owned agricultural (Scope 1) emissions
We calculate fugitive emissions based on the amount of emitted ozone-depleting substances and fluorinated gases, multiplied by the relevant emission factor to represent the global warming potential in tonnes of CO2e. Annually, each site reports the quantity (mass) of each material/gas emitted based any added/topped-up amount, reported via the environmental management system. The mass of each of emitted ozone-depleting substance and fluorinated gas is multiplied by the relevant emission factor and then added together to report the equivalent GHG emissions in tonnes of CO2e.
We calculate agricultural emissions from direct operations owned and operated agricultural land only based on fertiliser use. The annual quantity (mass) of inorganic fertiliser is multiplied by the percentage of nitrogen content and by the relevant GHG emission and conversion factors (i.e., nitrogen to nitrous oxide, nitrous oxide GHG emission factor) to determine the equivalent tonnes CO2e emissions.
Scope 1 and Scope 2 data aggregation
Total direct and indirect carbon emissions by weight (market/net based) (1,000 tonnes CO2e) is the aggregation of Scope 1 and 2 GHG emissions with fugitive and owned agriculture emissions for external reporting annually. The percentage reduction in absolute carbon emissions (direct and indirect carbon emissions by weight (market/net based)) from the prior year is a percentage change calculation with reference to the corresponding prior year figure.
Our net zero emissions target for 2030 remains consistent with earlier reporting protocols and is based on market-based emissions.
GHG emission intensity ratios
Total, aggregated direct operations market-based emissions (as detailed above) are divided, by the volume of direct operations packaged product reported in the same period. The market-based emissions are converted to grammes of CO2e and the volume of packaged product is reported in litres to generate relevant GHG emission intensity ratios in g CO2e/litre packaged. For fiscal 23, the total volume packaged used for the denominator in intensity indicators is 3,801,239,185 litres.
LimitationWhere invoices or site meter readings are not available – due, for example, to timing differences or metering issues – we estimate consumption.

313


TargetReduce our value chain (Scope 3) carbon emissions by 50%
Performance measure
Percentage reduction in absolute greenhouse gas emissions (ktCO2e) from the prior year
Definition
Scope 3 emissions are all indirect emissions that occur in the value chain of the reporting company, including both upstream and downstream emissions (but excluding Scope 2 emissions from purchased power and heat).
The CO2e emissions relating to all categories of materials and services within our value chain include those from purchased raw materials, packaging, third-party manufacturers, consumer use and disposal. We aggregate emissions from upstream and downstream logistics and distribution, including Category 4 logistics emissions. In addition, we include Category 2 capital goods, Category 3 fuels and energy-related activities, Category 5 waste generated in operations, Category 6 business travel and Category 7 employee commuting. The emissions attributable to all categories of materials and services provide a total value chain, Scope 3 footprint.
We do not include carbon offsets or credits in the Scope 3 GHG emissions market-based or location-based approach.
Scope exceptionAny categories of Scope 3 emissions not listed in the definition above are not currently included in our external reporting.
Data preparation
We report Scope 3 GHG emissions using metric tonnes of CO2e to compare the emissions from the seven main GHGs based on their global warming potential. We base our CO2e reduction targets and reporting protocols on real consumption location-based emissions. We report in line with the WRI/WBCSD GHG Protocol Corporate Value Chain (Scope 3) Accounting and Reporting Standard, 2011.
We calculate CO2e emissions data on the basis of the volume of materials purchased, services provided, capital equipment purchased and distances travelled for upstream/downstream logistics. Supplier-specific emission factors and/or emission factors from literature are then applied to the component type to derive an absolute CO2e emissions volume, in metric tonnes.

Limitation

TargetUse 100% renewable energy across all our direct operations 
Performance measureChange in percentage of renewable energy across our direct operations
Definition
We report total energy use and renewable energy use in megawatt hours (MWh) and/or terajoules (TJ). Total energy and renewable energy use are determined from direct and indirect energy consumption; energy generated on our sites and purchased energy. We determine direct energy (renewable/non-renewable) from the quantity of different fuel types (in metric tonnes, litres) of renewable and non-renewable fuels, and by applying the relevant calorific value (either from BEIS or the supplier). We measure indirect energy (renewable/non-renewable) in MWh and/or TJ from energy utilities or suppliers and/or by applying the relevant EACs.
For avoidance of doubt, we include directly connected renewable energy generated on or near our sites, where all energy is used on site and no EACs are created (e.g., roof-mounted solar panels with all generated renewable electricity used on site).
Scope exception
We exclude minor energy sources that account for less than 0.5% of a site's overall Scope 1 and 2 emissions, up to a maximum of 50 t CO2e of individual emission source. They are considered immaterial to our overall impact.
Data preparation
We report total energy and renewable energy in MWh and/or TJ. We calculate direct and indirect energy data based on the direct measurement of energy use (meter readings/invoices for volumes of fuel supplied) for the majority of sites.
We report fuel consumption by fuel type at site level using the environmental management system. Using calorific values, the fuel is then converted to energy consumption, in kWh, by fuel type and classified as either renewable or non-renewable based on fuel type or source. EACs, derived from our distillery by-product feedstock and processed by a third-party to generate biogas, together with purchased renewable gas EACs, are applied to relevant natural gas supplied to sites via a common carrier pipeline/network. This is reflected in data preparation and aggregation.
All indirect energy generated and used on site, along with purchased indirect energy supplied through the grid is classified as renewable by the allocation of EACs, contracts, power purchase agreements and supplier specific utility factors, where relevant.
To achieve the percentage of renewable energy use, we divide total renewable energy into direct and indirect energy supplies (in MWh) by total energy use, comprising all reported energy sources (MWh).
LimitationEnergy data is calculated based on direct measurement of energy use (meter readings/invoices) for the majority of sites. Where invoices are not available – due, for example, to timing differences – consumption is estimated. These instances account for less than 1% of the total.

Become sustainable by design
We have already made progress in reducing our environmental impact, and we continue to work hard to meet our ‘Society 2030: Spirit of Progress‘ targets and become sustainable by design by reducing packaging, increasing recycled content and eliminating waste.

314


TargetAchieve zero waste in our direct operations and zero waste to landfill in our supply chain
Performance measurePercentage reduction in total waste sent to landfill from the prior year
DefinitionWe record the type and quantity of all waste to landfill using our internal environmental reporting methodologies and GRI Standards. The definition of waste to landfill includes all hazardous waste and all unwanted or discarded material produced in solid, sludge or liquid form from manufacturing and office sites, except asbestos waste and/or other waste required by national or state legislation to be landfilled in either specified registered sites or other landfill sites. The definition includes all refuse, garbage, construction debris, treatment and process sludge, and materials that a site has been unable to reclaim, reuse or recover.
We consider we have achieved zero waste to landfill if we have disposed of less than 0.2% of baseline waste-to-landfill volume during the year. Some 0.2% of baseline waste-to-landfill volume equates to 200 tonnes and excludes any waste we are required to dispose to landfill under local regulations.
Scope exception
Data preparationSites typically collect primary waste data from weighbridge tickets and invoices from waste handlers. Data is reported by waste type at site level using the environmental management system.
LimitationIncidents may occur where small quantities of waste are sent to landfill by accident or because of operational changes, such as acquiring new sites, changing who handles our waste and issues with waste disposal suppliers.

TargetContinue our work to reduce total packaging (delivering a 10% reduction in packaging weight)
Performance measurePercentage reduction of total packaging (by weight)
DefinitionWe determine changes to packaging weight by quantifying the weight reduction in grammes multiplied by the number of product lines (SKUs) affected, on an annualised basis.
Scope exception
Data preparationWe collate packaging material volume data from enterprise software, including SAP and other sources, for total volume of packaging purchased and weight. We verify weight data through quarterly supplier questionnaires.
LimitationReporting relies on suppliers' technical information and supporting supplementary information.

TargetContinue our work to increase recycled content on our packaging (increasing the percentage of recycled content of our packaging to 60%)
Performance measureChange in percentage of recycled content (by weight)
DefinitionWe determine recycled content by establishing the percentage weight of non-virgin materials used to generate the packaging components.
Scope exception
Data preparationWe collate packaging material volume data from enterprise software, including SAP and other sources, for the total volume of packaging purchased. We collect recycled content data through quarterly supplier questionnaires and then consolidate and internally verify it.
LimitationReporting relies on suppliers' technical information and supporting supplementary information.

TargetEnsure 100% of our packaging is widely recyclable (or reusable/compostable)
Performance measurePercentage of packaging recyclable (by weight)
DefinitionFor fiscal 23, we are reporting our 'technically recyclable' number. This includes packaging that is technically possible to recycle, but does not take into account whether the collection, sorting and recycling of the package happens in practice, at scale and at viable cost.
Scope exception
Data preparationPackaging material volume data is collated from enterprise software, including SAP (materials supplied) and other sources. It is then consolidated and internally verified, based on the best available information.
LimitationReporting relies on suppliers' technical information and supporting supplementary information.

315


TargetAchieve 40% recycled content in our plastic bottles by 2025, and 100% by 2030
Performance measurePercentage of recycled content in our plastic bottles used
DefinitionThis is determined by quantifying the metric tonnes of non-virgin plastic in the total volume of all plastic bottles used at each site or market reported through a plastics database.
Scope exception
Data preparationWe collate plastic material volume data from enterprise software, including SAP and other sources, for the total volume of plastics purchased. We collect recycled content data through quarterly supplier questionnaires and then consolidate and internally verify it.
LimitationReporting relies on suppliers' technical information and supporting supplementary information.

TargetEnsure 100% of our plastics are designed to be widely recyclable (or reusable/compostable) by 2025
Performance measurePercentage of recyclable (or reusable/compostable) plastic used
DefinitionFor fiscal 23, we are reporting our 'technically recyclable' number. This includes packaging that is technically possible to recycle, but does not take into account whether the collection, sorting and recycling of the package happens in practice, at scale and at viable cost.
Scope exception
Data preparationPackaging material volume data is collated from enterprise software, including SAP (materials supplied) and other sources. It is then consolidated and internally verified, based on the best available information.
LimitationReporting relies on suppliers' technical information and supporting supplementary information.

TargetProvide all of our local sourcing communities with agricultural skills and resources, building economic and environmental resilience (supporting 150,000 smallholder farmers)
Performance measureNumber of smallholder farmers in our supply chain supported by our smallholder farmer programme
Definition
We define a smallholder farmer as an individual or family farming an area of less than four hectares, for the primary markets in scope for this target. Our local sourcing communities are those where we engage directly with smallholder farmers, or indirectly through our suppliers.
We define providing agricultural skills and inputs aimed at improving the methods and activities used by smallholder farmers to farm effectively and sustainably by providing training or providing or facilitating access to farm inputs such as certified seeds and mechanisation.
Building economic and environmental resilience involves improving smallholders’ financial awareness, their family income and/or their understanding of how to act in a climate-smart way.
Scope exceptionOur work with smallholder farmers is currently focussed around sorghum value chains in five countries in Africa. For Fiscal 23, we focussed efforts on Kenya. With this focus we have learned how to best deploy at scale.
Data preparation
Our sourcing teams and third-party partners track the number of smallholder farmers undergoing training and education or being provided with access to farm inputs both manually and directly into our new digital platform. The baseline year for our smallholder programmes is fiscal 22.
The performance measure is refreshed each year, rather than accumulated over consecutive years, to evidence evolution of the number of smallholder supported on a year-by-year basis.
LimitationMonitoring is likely to evolve over time, because collecting data at smallholder-farm level is complex, with a heavy reliance on individuals, a lack of publicly available high-impact datasets and a lack of real-time data.

316


TargetDevelop regenerative agriculture pilot programmes in five key sourcing landscapes
Performance measureNumber of regenerative agriculture pilot programmes initiated
Definition
We define our key sourcing landscapes as locations from which we source our most material crops, in terms of volumes sourced, product dependency (e.g., agave for tequila) and contribution to our Scope 3 GHG footprint.
The programmes include:
On-the-ground programmes with farmers to test and integrate regenerative and low-carbon practices in crop production systems
On-farm measurements and data collection protocols to track improvements in soil health, soil carbon, biodiversity, water stewardship and farm profitability
Collaborative programmes with our suppliers, other commodity off-takers, expert agronomists, technology providers, NGOs or specialist organisations
Scope exception
Data preparationData is consolidated for each pilot programme, tracking KPIs and reporting on improvements against key outcomes. The baseline year is fiscal 23. The baseline year for assessing the results of our first pilot programme, Guinness barley, is fiscal 23.
Limitation


317


Other additional information
Spirits and investments
Spirits are produced in distilleries located worldwide. The group owns 30 Scotch whisky distilleries in Scotland, two whisky distilleries in Canada and twothree in the United States. Diageo produces Smirnoff internationally. Ketel One and Cîroc vodkas are purchased as finished product from The Nolet Group and Maison Villevert, respectively. Gin distilleries are in both the United Kingdom and in Santa Vittoria, Italy. Baileys is produced in the Republic of Ireland and Northern Ireland. Irish whiskey is distilled at the Roe & Co distillery in Dublin. Rum is distilled in the US Virgin Islands and in Australia, Venezuela, and Guatemala and is blended and bottled in the United States, Canada, Italy and the United Kingdom, and is distilled in the US Virgin Islands and in Australia, Venezuela and Guatemala.Kingdom. Raki is produced in Turkey, Chinese white spirits are produced in Chengdu, in the Sichuan province of China, cachaça is produced in Ceará State in Brazil and tequila in Mexico. The Chase Distillery in England produces vodka and gin.
Diageo’s maturing Scotch whisky is in warehouses in Scotland (Clackmannanshire area between Blackgrange, Cambus West and Menstrie, where we are holding approximately 50% of the group’s maturing Scotch whisky), its maturing Canadian whisky in Valleyfield and Gimli in Canada, its maturing American whiskey in Kentucky and Tennessee in the United States and maturing Chinese white spiritspirits in Chengdu, China.
We are currently investingThere is a significant progress in our investment of £185 million in the Scotch whisky and tourism sectors in Scotland. This has included the creation of a major new Johnnie Walker global brand attraction in Edinburgh (Johnnie Walker Princes Street) which opened its doors to visitors in September 2021.. The distillery visitor investment focuseshas focused on the ‘Four Corners distilleries’, Glenkinchie, Caol Ila, Clynelish and Cardhu, celebrating the important role these single malts play in the flavorsflavours of Johnnie Walker. The new visitor experiences at Glenkinchie, Clynelish and Cardhu are alreadynow fully operational and Caol Ila is expected to openopened in summerAugust 2022. The iconic lost distillery of Port Ellen is expected to be back in production in the summer of 2023.
Following a $130 million investment, the Lebanon Distillery in Kentucky opened and is Diageo’s first carbon neutral whiskey distillery. One of the largest of its kind in North America, the new distillery operates using 100% renewable electricity, zero fossil fuels for production and virtual metering technology.
295

Additional information for shareholders (continued)
In China, we broke groundwork continues with aour $75 million investment toin the Eryuan Malt Whisky Distillery.malt whisky distillery. It will produce our first China-origin, single malt whisky and be carbon-neutral on opening.
FurtherIn North America, further capacity expansion projects are now underway to support future growth.growth including the C$245 million in the construction of a carbon neutral Crown Royal Distillerydistillery in Canada to supplement existing manufacturing operations in Canada; $75 million to build a distillery to produce our first China-origin, single malt whisky in Yunnan Province.operations.
Diageo’s end-to-end Tequilatequila production is in Mexico, and more than $500 million dollars is being invested to expand our manufacturing footprint in Mexico through an investment of in new facilities in the Statestate of Jalisco to support growth. As part of our expansion and our investments in the growthtequila category, we have different digital transformation projects under implementation at the El Charcón production site to respond to the growing demand in tequila and the expansion of Tequila.our operations. Projects include additional technology support and automatisation of our new bottling line on site, which will be dedicated to Casamigos tequila. The use of technology will allow us to operate 24/7.
Diageo owns a controlling equity stake in United Spirits Limited (USL) which is one of the leading alcoholic beverage companies in India selling close to $8066 million equivalent casesunits (reported) in fiscal 2223 of Indian MadeIndian-Made Foreign Liquor (IMFL) and Imported Liquors.imported liquors. USL has a significant market presence across India and operates 1512 owned sites, as well as a network of leased and third-party manufacturing facilities in India. USL owns several Indian brands, such as McDowell’s (Indian whisky, rum, and brandy), Black Dog (scotch), Signature (Indian whisky), Royal Challenge (Indian whisky), and Antiquity (Indian whisky) and Bagpiper (Indian whisky).

Beer and investments
Diageo’s principal brewing facility is at the St James’s Gate brewery in Dublin, Ireland. In addition, Diageo owns breweries in several African countries: Nigeria, Kenya, Ghana, Cameroon, Tanzania, Uganda, and the Seychelles. Meta Abo Brewery in Ethiopia was sold duringDuring the year ended 30 June 2022.2023, Guinness Cameroun S.A. was sold to the Castel Group.
Guinness flavour extract is shipped from Ireland to all overseas Guinness brewing operations which use the flavour extract to brew beer locally. Guinness is transported from Ireland to Great Britain in bulk to the Runcorn facility which carries out the kegging of Guinness Draught.
Projects are underway to support future beer growth. In July 2022, Diageo announced plans to invest €200 million in Ireland’s first purpose-built carbon neutral brewery on a greenfield site in Littleconnell, Newbridge, Co. Kildare.
A planning application for the new brewery was submitted in October 2022 and, if successful, brewing would commence in 2024. Furthermore, Diageo will also invest £21 million to build a £41new production area at St. James’s Gate and increase brewing capacity of Guinness 0.0, building on the
£41
million investmentannounced to expand and optimise capacity at the Belfast and Runcornits beer packaging facilities to expandin Belfast and Runcorn. Work on these three projects is substantially complete with capacity to support growth, with additional capacity expected to be available during 2023; and a £73 million investmentcoming onstream in ‘Guinness at Old Brewer’s Yard’, a new microbrewery and culture hub in Covent Garden, London, set to open in autumn 2023.2023 calendar year.
The Diageo Global TechnicalBeer Category Third-Party PartnershipsOperations Team are the technical brewers supporting the delivery of over two and a half million hectolitreshectoliters of beer and ready to drink products supplied through over 50 partner breweries.breweries and beverage packaging facilities across the world. The team's focus is upon sustainingassuring the consistent quality of ourDiageo brands through 48 partners globally whileproduced at third-party facilities and on enhancing Diageo value through supporting the start-up of new partnerships and delivery of innovation projects. In addition to supporting Guinness and beer, the team has an expanding role in the support of licensedthird-party manufacturing of third-party ready to drink and mainstream spirits in Asia-Pacific and Africa.

Flavoured Malt Beveragesmalt beverages (FMB) are made from original base containing malt, but then stripped of malt character and flavoured. This product segment is implemented mainly in the US,United States, Canada and the Caribbean.


318


Ready to drink (RTD)
Diageo produces a range of ready to drink products mainly in the United Kingdom, Italy, across Africa, Australia, the United States and Canada. Demand for these products has increased significantly particularly in United States and Canada with volumes increased 15%. We are supporting this increase in demand through third-party production and are also investing in a new production facility in Plainfield, which opened in March 2022.

Raw materials and supply agreements
The group has several long-term contracts in place for the purchase of raw materials, including glass, other packaging, spirit,spirits, cream, rum and grapes. Forward contracts are in place for the purchase of cereals and packaging materials to minimise the effects of short-term price fluctuations. The global ocean freight crisis coupled with volatile but strong consumer demand, change in consumer habits (for example, the increase in e-commerce) continuede-commerce, the energy crisis, residual impact of Covid-19 and emerging impact of the conflict in UkraineUkraine) are the key drivers of constraints that we are managing through.
Like other consumer goods companies, we keep stocks in markets to compensate for extended lead times and demand volatility. Diageo is managing well through the current levels of uncertainty and constraints in our supply chain through expansion of our supplier base and agility in our logistics networks.
Cereals, including barley, wheat, corn and sorghum are used in out scotch and beer production and in our spirits brand through purchased neutral spirit. Cream is the principal raw material used in the production of Irish cream liqueur and is sourced from Ireland. Grapes and aniseed are used in the production of raki and are sourced from suppliers in Turkey. Agave is a key raw material used in the production of our tequila brands and is sourced from Mexico. Other raw materials purchased in significant quantities to produce spirits and beer are molasses, cereals, sugar, and several flavours (such as juniper berries, agave, chocolate, and herbs). These are sourced from suppliers around the world.
Many products are supplied to customers in glass bottles. Glass isin purchased from a variety of multinational and local suppliers. The largest suppliers are Ardagh Packaging in the United Kingdom and Owens-Illinois in the United States.

Competition

296

Additional information for shareholders (continued)
Competition
Diageo’s brands compete primarily on the basis of quality and price. Its business is built on getting the right product to the right consumer for the right occasion, and at the right price, including through taking into account ever evolving shopper landscapes, technologies and consumer preferences. Diageo also seeks to recruit and re-recruit consumers to its portfolio of brands, including through meaningful consumer engagement, sustainable innovation and investments in its brands.
In spirits, Diageo’s major global competitors are Pernod Ricard, Beam Suntory, Bacardi and Brown-Forman, each of which has several brands that compete directly with Diageo’s brands. In addition, Diageo faces competition from regional and local companies in the countries in which it operates.
In beer, Diageo also competes globally, as well as on a regional and local basis (with the profile varying between regions) with several competitors, including AB InBev, Molson Coors, Heineken, Constellation Brands and Carlsberg.

Research and development
Innovation forms an important part of Diageo’s growth strategy, playing a key role in positioning its brands for continued growth in both developed and emerging markets. The strength and depth of Diageo’s brand range also provides a solid platform from which to drive sustainable innovation that leads to new products and experiences for consumers, whether or not they choose to drink alcohol. Diageo focuses its innovation on its strategic priorities and the most significant consumer opportunities, including the development of global brand extensions and new-to-world products, and continuously invests to deepen its understanding of evolving trends and consumer socialising occasions to inform product and packaging development, ranging from global brand redesigns to cutting edge innovations. Supporting this, the Diageo group has ongoing programmes to develop new beverage products which are managed internally by the innovation and research and development function.

Trademarks and other intellectual property
Diageo produces, sells and distributes branded goods, and is therefore substantially dependent on the maintenance and protection of its trademarks. All brand names mentioned in this document are protected by trademarks. The Diageo group also holds trade secrets, as well as has substantial trade knowledge related to its products. The group believes that its significant trademarks are registered and/or otherwise protected (insofar as legal protection is available) in all material respects in its most important markets. Diageo also owns valuable patents and trade secrets for technology and takes all reasonable steps to protect these rights.

Regulations and taxes
Diageo’s worldwide operations are subject to extensive regulatory requirements relating to production, product liability, distribution, importation, marketing, promotion, sales, pricing, labelling, packaging, advertising, antitrust, labour, pensions, compliance and control systems and environmental issues.
In the United States, the beverage alcohol industry is subject to strict federal and state government regulations. At the federal level, the Alcohol and Tobacco Tax and Trade Bureau, or TTB, of the US Treasury Department oversees the US beverage alcohol industry, including through regulating and collecting taxes on the production of alcohol within the United States and regulating trade practices. In addition, individual US states, as well as some local authorities in US jurisdictions in which Diageo sells or produces its products, administers and enforces industry-specific regulations and may apply additional excise taxes and, in many states, sales taxes. Federal,
319


state and local regulations cover virtually every aspect of Diageo's US operations, including production, importation, distribution, marketing, promotion, sales, pricing, labelling, packaging and advertising.
Spirits and beer are subject to national import and excise duties in many markets around the world. Most countries impose excise duties on beverage alcohol products, although the form of such taxation varies significantly from a simple application to units of alcohol by volume, to advanced systems based on the imported or wholesale value of the product. Several countries impose additional import duty on distilled spirits, often discriminating between categories (such as Scotch whisky or bourbon) in the rate of such tariffs. Within the European Union, such products are subject to different rates of excise duty in each country, but within the overall European Union framework there are minimum rates of excise duties that must first be applied to each relevant category of beverage alcohol. Following its departure from the European Union, the UK is no longer subject to the European Union’s rules on excise duties and has undertakenwill introduce a review of its alcohol duty system. Any changes in the UK’snew alcohol duty system from August 2023. The implementation of this system, which aims to simplify the previous duty regime, could have an impact on Diageo’s business activities.
Import and excise duties can have a significant impact on the final pricing of Diageo’s products to consumers. These duties can affect a product’s revenue or margin, both by reducing consumption and/or by encouraging consumers to switch to lower-taxed categories of beverages. The group devotes resources to encouraging the equitable taxation treatment of all beverage alcohol categories and to reducing government imposed barriers to fair trading.
The advertising, marketing and sale of alcohol are subject to various restrictions in markets around the world. These range from a complete prohibition of alcohol in certain cultures and jurisdictions, such as in certain states in India, to the prohibition of the import into a certain jurisdiction of spirits and beer, and to restrictions on the advertising style, media and content. In a number of countries, television is a prohibited medium for the marketing of spirits brands, while in other countries, television advertising, while permitted, is carefully regulated. Many countries also strictly regulate the use of internet-based advertising and social media in connection with alcohol sales. Any further prohibitions imposed on advertising or marketing, particularly within Diageo’s most significant markets, could have an adverse impact on beverage alcohol sales.
297

Additional information for shareholders (continued)
Labelling of beverage alcohol products is also regulated in many markets, varying from the required inclusion of health warning labels to manufacturer or importer identification, alcohol strength and other consumer information. As well as producer, importer or bottler identification, specific warning statements related to the risks of drinking beverage alcohol products are required to be included on all beverage alcohol products sold in the US, in certain countries within the EU, and in a number of other jurisdictions in which Diageo operates.
Spirits and beer are also regulated in distribution. In many countries, alcohol may only be sold through licensed outlets, both on- and off-trade, varying from government- or state-operated monopoly outlets (for example, in the off-trade channel in Norway, certain Canadian provinces, and certain US states) to the system of licensed on-trade outlets (for example, licensed bars and restaurants) which prevails in much of the Western world, including in the majority of US states, in the UK and in much of the EU. In a number of states in the US, wholesalers of alcoholic beverages must publish price lists periodically and/or must file price changes in some instances up to three months before they become effective. In a response to public health concerns, some governments have imposed or are considering imposing minimum pricing on beverage alcohol products and may consider raising the legal drinking age, further limiting the number, type or opening hours of retail outlets and/or expanding retail licensing requirements.
In response to the Covid-19 pandemic, many governments across the world implemented restrictions on where and how people could gather, in an effort to curb transmission of the virus. The extent of these restrictions has varied from country to country (and, in the US, from state to state) and throughout the duration of the pandemic but, in many of the markets in which Diageo operates, they have resulted in, amongst other things, the temporary closure of or restricted opening hours for on-trade outlets.
Regulatory decisions and changes in the legal and regulatory environment could also increase Diageo’s costs and liabilities and/or impact on its business activities.

Taxation

This section provides a descriptive summary of certain US federal income tax and UK tax consequences that are likely to be material to the holders of the ordinary shares or ADSs, but only those who hold their ordinary shares or ADSs as capital assets for tax purposes.
It does not purport to be a complete technical analysis or a listing of all potential tax effects relevant to the ownership of the ordinary shares or ADSs. This section does not apply to any holder who is subject to special rules, including:
a dealer in securities or foreign currency;
a trader in securities that elects to use a mark-to-market method of accounting for securities holdings;
a tax-exempt organisation;
a life insurance company;
a person liable for alternative minimum tax;
a person that actually or constructively owns 10% or more of the combined voting power of voting stock of Diageo or of the total value of stock of Diageo;
a person that holds ordinary shares or ADSs as part of a straddle or a hedging or conversion transaction;
a person that holds ordinary shares or ADSs as part of a wash sale for tax purposes; or
a US holder (as defined below) whose functional currency is not US dollar.
If an entity or arrangement treated as a partnership for US federal income tax purposes holds ordinary shares or ADSs, the US federal income tax treatment of a partner will generally depend on the status of the partner and the tax treatment of the partnership. A partner in a partnership holding ordinary shares or ADSs should consult its tax advisor with regard to the US federal income tax treatment of an investment in ordinary shares or ADSs.
For UK tax purposes, this section applies only to persons who are the absolute beneficial owners of ordinary shares or ADSs and who hold their ordinary shares or ADSs as investments. It assumes that holders of ADSs will be treated as holders of the underlying ordinary shares. In addition to those persons mentioned above, this section does not apply to holders that are banks, regulated investment companies, other financial institutions, or to persons who have or are deemed to have acquired their ordinary shares or
320


ADSs in the course of an employment or trade. This summary does not apply to persons who are treated as non-domiciled and resident in the United Kingdom for the purposes of UK tax law.
This section is based on the Internal Revenue Code of 1986, as amended, its legislative history, existing and proposed regulations, published rulings and court decisions, the laws of the United Kingdom and the practice of HerHis Majesty’s Revenue and Customs (HMRC), all as currently in effect, as well as on the Convention Between the Government of the United Kingdom of Great Britain and Northern Ireland and the Government of the United States of America for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income and Capital Gains (the Treaty). These laws are subject to change, possibly on a retroactive basis.
In addition, this section is based in part upon the representations of the Depositary and the assumption that each obligation in the Deposit Agreement and any related agreement will be performed in accordance with its terms. In general, and taking into account this assumption, for US federal income tax purposes and for the purposes of the Treaty, holders of ADRs evidencing ADSs should be
298

Additional information for shareholders (continued)
treated as the owner of the shares represented by those ADSs. Exchanges of shares for ADRs, and ADRs for shares, generally will not be subject to US federal income tax or to UK tax on profits or gains.
A US holder is a beneficial owner of ordinary shares or ADSs that is for US federal income tax purposes:
a citizen or resident for tax purposes of the United States and who is not and has at no point been resident in the United Kingdom;
a US domestic corporation;
an estate whose income is subject to US federal income tax regardless of its source; or
a trust if a US court can exercise primary supervision over the trust’s administration and one or more US persons are authorised to control all substantial decisions of the trust.
This section is not intended to provide specific advice and no action should be taken or omitted in reliance upon it. This section addresses only certain aspects of US federal income tax and UK income tax, corporation tax, capital gains tax, inheritance tax and stamp taxes. Holders of the ordinary shares or ADSs are urged to consult their own tax advisors regarding the US federal, state and local, and UK and other tax consequences of owning and disposing of the shares or ADSs in their respective circumstances. In particular, holders are encouraged to confirm with their advisor whether they are US holders eligible for the benefits of the Treaty.

Dividends
UK taxation
The company will not be required to withhold tax at source when paying a dividend.
All dividends received by an individual shareholder or ADS holder who is resident in the UK for tax purposes will, except to the extent that they are earned through an ISA or other regime which exempts the dividends from tax, form part of that individual’s total income for income tax purposes and will represent the highest part of that income.
A nil rate of income tax will apply to the first £2,000£1,000 of taxable dividend income received by an individual shareholder in athe 2023/2024 tax year, and to the first £500 of taxable dividend income received by an individual shareholder in the 2024/2025 tax year (the Nil Rate Amount), regardless of what tax rate would otherwise apply to that dividend income.
Any taxable dividend income in excess of the Nil Rate Amount will be subject to income tax at the following special rates (as at the 2022/20232023/2024 tax year):
at the rate of 8.75%, to the extent that the relevant dividend income falls below the threshold for the higher rate of income tax;
at the rate of 33.75%, to the extent that the relevant dividend income falls above the threshold for the higher rate of income tax but below the threshold for the additional rate of income tax; and
at the rate of 39.35%, to the extent that the relevant dividend income falls above the threshold for the additional rate of income tax.
In determining whether and, if so, to what extent the relevant dividend income falls above or below the threshold for the higher rate of income tax or, as the case may be, the additional rate of income tax, the individual’s total taxable dividend income for the tax year in question (including the part within the Nil Rate Amount) will, as noted above, be treated as the highest part of that individual’s total income for income tax purposes.
Shareholders within the charge to UK corporation tax which are small companies (for the purposes of the UK taxation of dividends) will not generally be subject to tax on dividends from the company. Other shareholders within the charge to UK corporation tax will not be subject to tax on dividends from the company so long as the dividends fall within an exempt class and certain conditions are met. In general, dividends paid on shares that are ordinary share capital for UK tax purposes and are not redeemable and dividends paid to a person holding less than 10% of the issued share capital of the payer (or any class of that share capital) are examples of dividends that fall within an exempt class.

299

Additional information for shareholders (continued)
US taxation
Under the US federal income tax laws, and subject to the passive foreign investment company (PFIC) rules discussed below, the gross amount of any distribution (other than certain pro rata distribution of ordinary shares) paid to a US holder by Diageo in respect of its ordinary shares or ADSs out of its current or accumulated earnings and profits (as determined for US federal income tax purposes) will be treated as a dividend that is subject to US federal income taxation.
Dividends paid to a non-corporate US holder that constitute qualified dividend income will be taxed at the preferential rates applicable to long-term capital gains, provided that the ordinary shares or ADSs are held for more than 60 days during the 121-day period
321


beginning 60 days before the ex-dividend date and the holder meets other holding period requirements. Dividends paid by Diageo with respect to its ordinary shares or ADSs generally will be qualified dividend income to US holders that meet the holding period requirement, provided that, in the year that you receive the dividend, we are eligible for the benefits of the Treaty. We believe that we are currently eligible for the benefits of the Treaty and we therefore expect that dividends on the shares or ADSs will be qualified dividend income, but there can be no assurance that we will continue to be eligible for the benefits of the Treaty. Under UK law, dividends paid by the company are not subject to UK withholding tax. Therefore, the US holder will include in income for US federal income tax purposes the amount of the dividend received, and the receipt of a dividend will not entitle the US holder to a foreign tax credit.
The dividend must be included in income when the US holder, in the case of shares, or the Depositary, in the case of ADSs, receives the dividend, actually or constructively. The dividend will not be eligible for the dividends-received deduction generally allowed to US corporations in respect of dividends received from other US corporations. Dividends will generally be income from sources outside the United States and will generally be ‘passive’ income for purposes of computing the foreign tax credit allowable to a US holder. The amount of the dividend distribution that must be included in income of a US holder will be the US dollar value of the pounds sterling payments made, determined at the spot pounds sterling/US dollar foreign exchange rate on the date of the dividend distribution, regardless of whether the payment is in fact converted into US dollars. Generally, any gain or loss resulting from currency exchange fluctuations during the period from the date the dividend payment is distributed to the date the payment is converted into US dollars will be treated as ordinary income or loss and will not be eligible for the special tax rate applicable to qualified dividend income. The gain or loss generally will be income or loss from sources within the United States for foreign tax credit limitation purposes. Distributions in excess of current and accumulated earnings and profits, as determined for US federal income tax purposes, will be treated as a non-taxable return of capital to the extent of the holder’s basis in the ordinary shares or ADSs and thereafter as capital gain. However, Diageo does not expect to calculate earnings and profits in accordance with US federal income tax principles. Accordingly, a US holder should expect to generally treat distributions Diageo makes as dividends.

Taxation of capital gains
UK taxation
A citizen or resident (for tax purposes) of the United States who has at no time been resident in the United Kingdom will not be liable for UK tax on capital gains realised or accrued on the sale or other disposal of ordinary shares or ADSs, unless the ordinary shares or ADSs are held in connection with a trade or business carried on by the holder in the United Kingdom through a UK branch, agency or a permanent establishment. A disposal (or deemed disposal) of shares or ADSs by a holder who is resident in the United Kingdom may, depending on the holder’s particular circumstances, and subject to any available exemption or relief, give rise to a chargeable gain or an allowable loss for the purposes of UK tax on capital gains.

US taxation
Subject to the PFIC rules discussed below, a US holder who sells or otherwise disposes of ordinary shares or ADSs will recognise capital gain or loss for US federal income tax purposes equal to the difference between the US dollar value of the amount that is realised and the tax basis, determined in US dollars, in the ordinary shares or ADSs. Capital gain of a non-corporate US holder is generally taxed at preferential rates where the property is held for more than one year. The gain or loss will generally be income or loss from sources within the United States for foreign tax credit limitation purposes.

PFIC rules
Diageo believes that ordinary shares and ADSs should not currently be treated as stock of a PFIC for US federal income tax purposes, and we do not expect to become a PFIC in the foreseeable future. However this conclusion is a factual determination that is made annually and thus may be subject to change. It is therefore possible that we could become a PFIC in a future taxable year.
If treated as a PFIC, gain realised on the sale or other disposition of ordinary shares or ADSs would in general not be treated as capital gain. Instead, unless a US holder elects to be taxed annually on a mark-to-market basis with respect to the ordinary shares or ADSs, US holders would be treated as if the holder had realised such gain and certain ‘excess distributions’ pro-rated over the holder’s holding period for the ordinary shares or ADSs and would be taxed at the highest tax rate in effect for each such year to which the gain or distribution was allocated, together with an interest charge in respect of the tax attributable to each such year. With certain exceptions, a holder’s ordinary shares or ADSs will be treated as stock in a PFIC if Diageo were a PFIC at any time during the holding period in a holder’s ordinary shares or ADSs. In addition, dividends received from Diageo will not be eligible for the special tax rates applicable to qualified dividend income if Diageo is a PFIC (or is treated as a PFIC with respect to the holder) either in the taxable
300

Additional information for shareholders (continued)
year of the distribution or the preceding taxable year, but instead will be taxable at rates applicable to ordinary income. If you own our shares or ADSs during any year that we are a PFIC with respect to you, you may be required to file IRS Form 8621.


UK inheritance tax
Subject to certain provisions relating to trusts or settlements, an ordinary share or ADS held by an individual shareholder who is domiciled in the United States for the purposes of the Convention between the United States and the United Kingdom relating to estate and gift taxes (the Convention) and who is neither domiciled in the UK nor (where certain conditions are met) a UK national (as
322


defined in the Convention), will generally not be subject to UK inheritance tax on the individual’s death (whether held on the date of death or gifted during the individual’s lifetime) except where the ordinary share or ADS is part of the business property of a UK permanent establishment of the individual or pertains to a UK fixed base of an individual who performs independent personal services. In a case where an ordinary share or ADS is subject both to UK inheritance tax and to US federal gift or estate tax, the Convention generally provides for inheritance tax paid in the United Kingdom to be credited against federal gift or estate tax payable in the United States, or for federal gift or estate tax paid in the United States to be credited against any inheritance tax payable in the United Kingdom, based on priority rules set forth in the Convention.

UK stamp duty and stamp duty reserve tax
Stamp duty and stamp reserve tax (SDRT) may arise upon the deposit of an underlying ordinary share with the Depositary, generally at the higher rate of 1.5% of its issue price or, as the case may be, of the consideration for transfer. The Depositary will pay the stamp duty or SDRT but will recover an amount in respect of such tax from the initial holders of ADSs. Following litigation, however, HMRC have confirmed that they will no longer seek to apply the 1.5% SDRT charge on an issue of shares to a depositary receipt issuer or to a person providing clearance services (or their nominee or agent) on the basis that this is not compatible with EU law. HMRC may continue to apply the 1.5% stamp duty or SDRT charge on transfers of shares to a depositary receipt issuer or to a person providing clearance services (or their nominee or agent) unless the transfer is an integral part of a raising of capital. It is not currently anticipatedHMRC's current practice states that HMRC will now seek to apply the 1.5% charge toon issues will remain disapplied following Brexit unless the stamp taxes on shares legislation is amended. However, since the UK is no longer bound by EU law, the position may change, possibly as a result of shares following Brexit.any changes in the status of retained EU law.

Based on HM Revenue & Custom’sHMRC’s published practice, no UK stamp duty will be payable on the acquisition or transfer of ADRs. Furthermore, an agreement to transfer ADSs in the form of ADRs will not give rise to a liability to SDRT.
Purchases of ordinary shares (as opposed to ADRs) will be subject to UK stamp duty, and/or SDRT as the case may be, at the rate of 0.5% of the price payable for the ordinary shares at the time of the transfer. Stamp duty applies where a physical instrument of transfer is used to effect the transfer. SDRT applies to any agreement to transfer ordinary shares (regardless of whether or not the transfer is effected electronically or by way of an instrument of transfer). However, where ordinary shares being acquired are transferred direct to the Depositary’s nominee, the only charge will generally be the higher charge of 1.5% of the price payable for the ordinary shares so acquired.
Any stamp duty payable (as opposed to SDRT) is rounded up to the nearest £5. No stamp duty (as opposed to SDRT) will be payable if the amount or value of the consideration is (and is certified to be) £1,000 or less. Stamp duty and SDRT are usually paid or borne by the purchaser.
Whilst stamp duty and SDRT may in certain circumstances both apply to the same transaction, in practice usually only one or other will need to be paid.




323


Additional information for shareholders
Annual General Meeting (AGM)
The AGM will be held at etc.venues St Paul's, 200 Aldersgate, London EC1A 4HD at 2.30 pm on Thursday, 6 October 2022.28 September 2023.

Documents on display
The Annual Report on Form 20-F and any other documents filed by the company with the US Securities Exchange Commission (SEC) may be inspected at the SEC’s office of Investor Education and Advocacy located at 100 F Street, NE, Washington, DC 20549-0213, USA. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms and their copy charges. Filings with the SEC are also available to the public from commercial document retrieval services, and from the website maintained by the US Securities and Exchange Commission at www.sec.gov.

Annual report to security holders
Pursuant to Item 10.J of Form 20-F, Exhibit 15.2 to this annual report on Form 20-F includes Diageo's annual report to security holders. None of such annual report is incorporated by reference into this annual report on Form 20-F. Such annual report is not deemed to be filed as part of this annual report on Form 20-F.

Warning to shareholders - share fraud
Please beware of the share fraud of ‘boiler room’ scams, where shareholders are called ‘out of the blue’ by fraudsters (sometimes claiming to represent Diageo) attempting to obtain money or property dishonestly. Further information on boiler room scams can be found on the Financial Conduct Authority’s website (https://www.fca.org.uk/ scamsmart/share-bond-boiler-room-scams) but in short, if in doubt, take proper professional advice before making any investment decision.

Electronic communications
Shareholders can register for an account to manage their shareholding online, including being able to: check the number of shares they own and the value of their shareholding; register for electronic communications; update their personal details; provide a dividend mandate instruction; access dividend confirmations; and use the online share dealing service. To register for an account, shareholders should visit www.diageoregistrars.com.

301

Additional information for shareholders (continued)
Dividend payments
Direct payment into bank account
Shareholders can have their cash dividend paid directly into their UK bank account on the dividend payment date. To register UK bank account details, shareholders can register for an online account at www.diageoregistrars.com or call the Registrar on +44 (0)371 277 1010* to request the relevant application form. For shareholders outside the UK, Link Group (a trading name of Link Market Services Limited and Link Market Services Trustees Limited) may be able to provide you with a range of services relating to your shareholding. To learn more about the services available to you please visit the shareholder portal at www.diageoregistrars.com or call +44 (0)371 277 1010*.

Dividend Reinvestment Plan
A Dividend Reinvestment Plan is offered by the Registrar, Link Market Services Trustees Limited, to give shareholders the opportunity to build up their shareholding in Diageo by using their cash dividends to purchase additional Diageo shares. To join the Dividend Reinvestment Plan, shareholders can call the Registrar, Link Group on +44
+44 (0)371 277 1010* to request the relevant application form.

Exchange controls
Other than certain economic sanctions which may be in effect from time to time, there are currently no UK foreign exchange control restrictions on the payment of dividends, interest or other payments to holders of Diageo’s securities who are non-residents of the UK or on the conduct of Diageo’s operations.
There are no restrictions under the company’s articles of association or under English law that limit the right of non-resident or foreign owners to hold or vote the company’s ordinary shares.
Please refer to the ‘Taxation’ section on page 238 320-322 for details relating to the taxation of dividend payments.

Useful contacts
The Registrar/Shareholder queries
Link Group acts as the company’s registrar and can be contacted as follows:
By email: Diageo@linkgroup.co.uk
By telephone: +44 (0) 371 277 1010*
In writing: Registrars – Link Group, Diageo Registrar, 10th Floor, Central Square, 29 Wellington Street, Leeds, LS1 1DL.
*     Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open 08:00 to 17:30 UK time, Monday to Friday, excluding public holidays in England and Wales.
324


ADR administration
Citibank Shareholder Services acts as the company’s ADR administrator and can be contacted as follows:
By email: citibank@shareholders-online.com
By telephone: +1 866 253 0933/ (International) +1 781 575 4555*
In writing: Citibank Shareholder Services. PO Box 43077,
Providence, RI 02940-3077
*Lines are open Monday to Friday 8:30 to 18:00 EST

General Counsel and Company Secretary
Tom Shropshire
The.cosec@diageo.com

Investor Relations
investor.relations@diageo.com

302
325

Additional information for shareholders (continued)
Exhibits
1.1 
2.1 Indenture, dated as of 3 August 1998, among Diageo Capital plc, Diageo plc and The Bank of New York Mellon (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form F-1 (File No. 333-8874) filed with the Securities and Exchange Commission on 24 July 1998 (pages 365 to 504 of paper filing)).(i)
2.2 Indenture, dated as of 1 June 1999, among Diageo Investment Corporation, Diageo plc and The Bank of New York Mellon (incorporated by reference to Exhibit 2.2 to the Annual Report on Form 20-F (File No. 001-10691) filed with the Securities and Exchange Commission on 15 November 2001 (pages 241 to 317 of paper filing)).(i)
2.3 
2.4 
4.1 
4.2 
4.3 
4.4 
4.5 
4.6 
4.7 
4.8 
4.9 
4.10 
4.11 
4.12 
4.13 
4.14 
303

Additional information for shareholders (continued)

4.15 
4.164.10 
4.17 
4.18 
4.19 
4.20 
4.214.11 
4.224.12 
4.234.13 
4.244.14 
326

Glossary of terms and US equivalents

4.254.15 
4.26 
6.1 Description of earnings per share (included in the section ‘How we measure performance: Key performance indicators’'Reported measures' on page 4737 of this Annual Report on Form 20-F).
8.1 
12.1 
12.2 
13.1 
13.2 
15.1 
15.2 
101.INSInline XBRL Instance Document
101.SCHInline XBRL Taxonomy Extension Schema
101.CALInline XBRL Taxonomy Extension Schema Calculation Linkbase
101.DEFInline XBRL Taxonomy Extension Schema Definition Linkbase
101.LABInline XBRL Taxonomy Extension Schema Label Linkbase
101.PREInline XBRL Taxonomy Extension Schema Presentation Linkbase
(i) Pursuant to an Agreement of Resignation, Appointment and Acceptance dated 16 October 2007 by and among Diageo plc, Diageo Capital plc, Diageo Finance BV, Diageo Investment Corporation, The Bank of New York and Citibank NA, The Bank of New York Mellon has become the successor trustee to Citibank NA under Diageo’s indentures dated 3 August 1998, 8 December 2003 and 1 June 1999.

304327

Additional information for shareholdersGlossary of terms and US equivalents (continued)
Signature
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant certifies that it meets all of the requirements for filing on Form 20-F and has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorised.
 
DIAGEO plc
(REGISTRANT)
/s/ Lavanya Chandrashekar
Name: Lavanya Chandrashekar
Title: Chief Financial Officer
43 August 20222023

305328

Glossary of terms and US equivalents
In this document the following words and expressions shall, unless the context otherwise requires, have the following meanings:
Term used in UK annual reportUS equivalent or definition
AssociatesEntities accounted for under the equity method
American Depositary Receipt (ADR)Receipt evidencing ownership of an ADS
American Depositary Share (ADS)
Registered negotiable security, listed on the New York Stock Exchange, representing four Diageo plc ordinary shares of 28101/108 pence each
Called up share capitalCommon stock
Capital redemption reserveOther additional capital
CompanyDiageo plc
CPIConsumer price index
CreditorsAccounts payable and accrued liabilities
DebtorsAccounts receivable
Employee share schemesEmployee stock benefit plans
Employment or staff costsPayroll costs
Equivalent unitsAn 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. To convert volume of products other than spirits to equivalent units: beer in hectolitres divide by 0.9, wine in nine-litre cases divide by five, ready to drink in nine-litre cases divide by 10, and certain pre-mixed products classified as ready to drink in nine-litre cases divide by five.
Euro, €, ¢Euro currency
Exceptional itemsItems that, in management’s judgement, need to be disclosed separately by virtue of their size or nature
Excise dutyTax charged by a sovereign territory on the production, manufacture, sale or distribution of selected goods (including imported goods) within that territory. It is generally based on the quantity or alcohol content of goods, rather than their value, and is typically applied to alcohol products and fuels.
Finance leaseCapital lease
Financial yearFiscal year
Free cash flowNet cash flow from operating activities aggregated with net purchase and disposal of property, plant and equipment and computer software and with movements in loans
FreeholdOwnership with absolute rights in perpetuity
GAAPGenerally accepted accounting principles
Group and DiageoDiageo plc and its consolidated subsidiaries
IFRSInternational Financial Reporting Standards as adopted for use in the European Union and International Financial Reporting Standards as issued by the International Accounting Standards Board
Impact Databank, IWSR, IRI, Beverage Information Group and Plato LogicInformation source companies that research the beverage alcohol industry and are independent from industry participants
Net salesSales after deducting excise duties
Noon buying rateBuying rate at noon in New York City for cable transfers in sterling as certified for customs purposes by the Federal Reserve Bank of New York
Operating profitNet operating income
Organic movementAt level foreign exchange rates and after adjusting for exceptional items, acquisitions and disposals for continuing operations
Own sharesTreasury stock
Pound sterling, sterling, £, pence, pUK currency
Price/mixPrice/mix is the number of percentage points by which the organic movement in net sales exceeds the organic movement in volume. The difference arises because of changes in the composition of sales between higher and lower priced variants/markets or as price changes are implemented.
ProfitEarnings
306329

Glossary of terms and US equivalents (continued)
Term used in UK annual reportUS equivalent or definition
Profit for the yearNet income
ProvisionsAccruals for losses/contingencies
ReservesAccumulated earnings, other comprehensive income and additional paid in capital
RPIRetail price index
Ready to drinkReady to drink products. Ready to drink also include ready to serve products, such as pre-mix cans in some markets, and progressive adult beverages in the United States and certain markets supplied by the United States.
SECUS Securities and Exchange Commission
Share premiumAdditional paid in capital or paid in surplus
Shareholders’ fundsShareholders’ equity
ShareholdersStockholders
SharesCommon stock
Shares and ordinary sharesDiageo plc’s ordinary shares
Shares in issueShares issued and outstanding
Trade and other payablesAccounts payable and accrued liabilities
Trade and other receivablesAccounts receivable
US dollar, US$, $, ¢US currency

307330



Exhibit 2.4

DESCRIPTION OF SECURITIES
REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT

As of 30 June 2023 Diageo plc. (“Diageo,” the “Company,” “we,” “us,” and “our”) had the following series of securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbol(s)Name of each exchange on which registered
American Depositary SharesDEONew 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.

Capitalized terms used but not defined herein have the meanings given to them in Diageo’s annual report on Form 20-F for the fiscal year ended 30 June 2023.

ORDINARY SHARES

The following description of our ordinary shares is a summary and does not purport to be complete. It is subject to and qualified in its entirety by Diageo’s articles of association (as adopted by special resolution at the Annual General Meeting on 28 September 2020) and by the Companies Act 1985 and the Companies Act 2006 and any other applicable English law concerning companies, as amended from time to time.
A copy of Diageo’s articles of association is filed as an exhibit to Diageo’s annual report on Form 20-F for the fiscal year ended 30 June 2023, as Exhibit 1.1.

General
As at 30 June 2023 there were 2,459,843,065 ordinary shares of 28101/108 pence each in issue with a nominal value of £711,760,146.12 million.
On 25 July 2019 the Board of Diageo approved a return of capital program to return up to £4.5 billion to shareholders over the three-year period ending 30 June 2022. During the first phase, which completed on 31 January 2020, the group purchased 36.1 million ordinary shares.
On 9 April 2020 Diageo announced that it had not initiated the next phase of the return of capital programme and that it would not do so during the remainder of the year ended 30 June 2020. On 12 May 2021 it was announced that Diageo was recommencing the up to £4.5 billion programme, extending the original completion date by two years to 30 June 2024.
The final three phases of the £4.5 billion programme completed on 11 February 2022, 5 October 2022 and 1 February 2023 respectively, having announced in July 2022 that it would bring forward the final completion date to during the year ending 30 June 2023. Under these three additional phases Diageo purchased a further 88.1 million shares in total.
On 25 January 2023 the Board of Diageo approved an additional share buyback programme to return up to £0.5 billion to shareholders by the end of the year ending 30 June 2023. This new programme commenced on 16 February 2023 and completed on 2 June 2023 with Diageo having purchased 14 million shares.
All shares repurchased have been cancelled.

Our ordinary shares are listed on the London Stock Exchange (LSE). Diageo ADSs (as further described below), representing four Diageo ordinary shares each, are listed on the New York Stock Exchange (NYSE) under the symbol “DEO”.
All of Diageo’s ordinary shares are fully paid. Accordingly, no further contribution of capital may be required by Diageo from the holders of such shares. Diageo’s ordinary shares are represented in certificated form and also in uncertificated form under “CREST”. CREST is an electronic settlement system in the United Kingdom which enables Diageo’s ordinary shares to be evidenced other than by a physical certificate and transferred electronically rather than by delivery of a written stock transfer form. Diageo’s ordinary shares:
may be represented by certificates in registered form issued (subject to the terms of issue of the shares) following issuance of the shares by Diageo or receipt of a form of transfer (bearing evidence of payment of the appropriate stamp duty) by Diageo Registrar, PO Box 521, Darlington, DL1 9XS; or
331


may be in uncertificated form with the relevant CREST member account being credited with the ordinary shares issued or transferred.
Under English law, persons who are neither residents nor nationals of the United Kingdom may freely hold, vote and transfer Diageo ordinary shares in the same manner and under the same terms as UK residents or nationals.

Dividend rights
Holders of Diageo’s ordinary shares may, by ordinary resolution, declare dividends but may not declare dividends in excess of the amount recommended by the directors. The directors may also pay interim dividends or fixed rate dividends. No dividend may be paid other than out of profits available for distribution. All of Diageo’s ordinary shares rank equally for dividends, but the Board may withhold payment of all or any part of any dividends or other monies payable in respect of Diageo’s shares from a person with a 0.25% interest (as defined in Diageo’s articles of association) if such a person has been served with a restriction notice (as defined in Diageo’s articles of association) after failure to provide Diageo with information concerning interests in those shares required to be provided under the Companies Acts. Dividends may be paid in currencies other than sterling and such dividends will be calculated using an appropriate market exchange rate as determined by the directors in accordance with Diageo’s articles of association.
If a dividend has not been claimed, the directors may invest the dividend or use it in some other way for the benefit of Diageo until the dividend is claimed. If the dividend remains unclaimed for 12 years after the date such dividend was declared or became due for payment, it will be forfeited and will revert to Diageo (unless the directors decide otherwise). Diageo may stop sending cheques, warrants or similar financial instruments in payment of dividends by post in respect of any shares or may cease to employ any other means for payment of dividends if either (a) at least two consecutive payments have remained uncashed or are returned undelivered or that means of payment has failed, or (b) one payment remains uncashed or is returned undelivered or that means of payment has failed and reasonable enquiries have failed to establish any new postal address or account of the holder. Diageo must resume sending dividend cheques, warrants or similar financial instruments or employing that means of payment if the holder requests such resumption in writing.
Diageo’s articles of association permit payment or satisfaction of a dividend wholly or partly by distribution of specific assets, including fully paid shares or debentures of any other company. Such action is only permitted upon the recommendation of the board and must be approved by ordinary resolution by the general meeting which declared the dividend.

Voting rights
Voting on any resolution at any general meeting of the company is by a show of hands unless a poll is duly demanded. On a show of hands, (a) every shareholder who is present in person at a general meeting, and every proxy appointed by any one shareholder and present at a general 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 a general meeting who has been appointed by more than one shareholder has one 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 a resolution 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 against the resolution. On a poll, every shareholder who is present in person or by proxy has one vote for every share held by that shareholder, but a shareholder or proxy entitled to more than one vote need not cast all 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 a right 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.
Diageo’s 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 approval of the remuneration report and remuneration policy and the grant of authority to allot shares; and
special resolutions, which include resolutions for the amendment of Diageo’s articles of association, resolutions relating to the disapplication of pre-emption rights, and resolutions modifying the rights of any class of Diageo’s shares at a meeting of the holders of such class.
An ordinary resolution requires the affirmative vote of a simple majority of the votes cast at a validly constituted shareholders’ meeting. Special resolutions require the affirmative vote of not less than three-quarters of the votes cast at a validly constituted shareholders’ meeting. The necessary quorum for a shareholders’ meeting of Diageo is a minimum of two shareholders present in person or by proxy and entitled to vote.
332


A shareholder is not entitled to vote at any general meeting or class meeting in respect of any share held by him if he has been served with a restriction notice (as defined in Diageo’s articles of association) after failure to provide Diageo with information concerning interests in those shares required to be provided under the Companies Acts.

Directors
Diageo’s articles of association provide for a Board of Directors, consisting (unless otherwise determined by an ordinary resolution of shareholders) of not fewer than three directors and not more than 25 directors, in which all powers to manage the business and affairs of Diageo are vested. Directors may be elected by the members in a general meeting or appointed by Diageo’s Board. At each annual general meeting, every director is required to retire and is then reconsidered for election/re-election by shareholders, assuming they wish to stand for election/re-election. 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.

Liquidation rights
In the event of the liquidation of Diageo, after payment of all liabilities and deductions taking priority in accordance with English law, the balance of assets available for distribution will be distributed among the holders of ordinary shares according to the amounts paid up on the shares held by them.

Pre-emption rights and new issues of shares
While holders of ordinary shares have no pre-emptive rights under Diageo’s articles of association, the ability of the directors to cause Diageo to issue shares, securities convertible into shares or rights to shares, otherwise than pursuant to an employee share scheme, is restricted. Under the Companies Acts, the directors of a company are, with certain exceptions, unable to allot any equity securities without express authorisation, which may be contained in a company’s articles of association or given by its shareholders in a general meeting by way of an ordinary resolution, but which in either event cannot last for more than five years. Under the Companies Acts, Diageo may also not allot shares for cash (otherwise than pursuant to an employee share scheme) without first making an offer to existing shareholders to allot such shares to them on the same or more favourable terms in proportion to their respective shareholdings, unless this requirement is disapplied by a special resolution of the shareholders. However, Diageo has in the past sought authority from its shareholders to allot shares and disapply pre-emptive rights (in each case subject to certain limitations).

Disclosure of interests in Diageo’s shares
There are no provisions in Diageo’s articles of association whereby persons acquiring, holding or disposing of a certain percentage of Diageo’s shares are required to make disclosure of their ownership percentage, although there are such requirements under the Companies Acts. The basic disclosure requirement under Part 6 of the Financial Services and Markets Act 2000 and Rule 5 of the Disclosure Guidance and Transparency Rules made by the Financial Conduct Authority (successor to the UK Financial Services Authority) imposes a statutory obligation on a person to notify Diageo and the Financial Conduct Authority of the percentage of the voting rights in Diageo he directly or indirectly holds or controls, or has rights over, through his direct or indirect holding of certain financial instruments, if the percentage of those voting rights:
reaches, exceeds or falls below 3% and/or any subsequent whole percentage figure as a result of an acquisition or disposal of shares or financial instruments; or
reaches, exceeds or falls below any such threshold as a result of any change in the breakdown or number of voting rights attached to shares in Diageo.
The Disclosure Guidance and Transparency Rules set out in detail the circumstances in which an obligation of disclosure will arise, as well as certain exemptions from those obligations for specified persons.
Under section 793 of the Companies Act 2006, Diageo may, by notice in writing, require a person that Diageo knows or has reasonable cause to believe is or was during the three years preceding the date of notice interested in Diageo’s shares to indicate whether or not that is the case and, if that person does or did hold an interest in Diageo’s shares, to provide certain information as set out in that Act.
Article 19 of the EU Market Abuse Regulation (2014/596) (as it is incorporated into UK domestic law by virtue of the European Union (Withdrawal) Act 2018 and amended by The Market Abuse (Amendment) (EU Exit) Regulation 2019) further requires persons discharging managerial responsibilities within Diageo (and their persons closely associated) to notify Diageo of transactions conducted on their own account in Diageo shares or derivatives or certain financial instruments relating to Diageo shares.
The City Code on Takeovers and Mergers also imposes strict disclosure requirements with regard to dealings in the securities of an offeror or offeree company on all parties to a takeover and also on their respective associates during the course of an offer period.

333


Variation of rights
If, at any time, Diageo’s share capital is divided into different classes of shares, the rights attached to any class of shares may be varied, subject to the provisions of the Companies Acts, either with the consent in writing of the holders of not less than three-quarters in nominal value of the issued shares of that class or upon the adoption of a special resolution passed at a separate meeting of the holders of the shares of that class.
At every such separate meeting, all of the provisions of Diageo’s articles of association relating to proceedings at a general meeting apply, except that (a) the quorum is to be the number of persons (which must be at least two) who hold or represent by proxy not less than one-third in nominal value of the issued shares of the class (excluding any shares of that class held as treasury shares) or, if such quorum is not present on an adjourned meeting, one person who holds shares of the class regardless of the number of shares he holds, (b) any holder of shares of the class who is present in person or by proxy may demand a poll, and (c) each shareholder present in person or by proxy and entitled to vote will have one vote per share held in that particular class in the event a poll is taken.
Class rights are deemed not to have been varied by the creation or issue of new shares ranking equally with or subsequent to that class of shares in all respects or by the reduction of the capital paid up on such shares or by the purchase or redemption by Diageo of its own shares, in each case in accordance with the Companies Acts and Diageo’s articles of association.

Repurchase of shares
Subject to authorisation by shareholder 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, if not so held, must be cancelled immediately upon completion of the purchase, thereby reducing the amount of Diageo’s issued share capital. At the Annual General Meeting held on October 6, 2022, Diageo’s shareholders gave it authority to repurchase up to 227,870,414 of its ordinary shares subject to additional conditions. The minimum price which must be paid for such shares is 28101/108 pence and the maximum price is the higher of (a) 5% above the average market value of Diageo’s ordinary shares for the five business days immediately preceding the day on which that ordinary share is contracted to be purchased and (b) the higher of the price of the last independent trade and the highest current independent purchase bid on the trading venue where the purchase is carried out.

Restrictions on transfers of shares
The Board may decline to register a transfer of a certificated Diageo share unless the instrument of transfer (a) is duly stamped or certified or otherwise shown to the satisfaction of the Board to be exempt from stamp duty and is accompanied by the relevant share certificate and such other evidence of the right to transfer as the Board may reasonably require, (b) is in respect of only one class of share and (c) if to joint transferees, is in favour of not more than four such transferees.
Registration of a transfer of an uncertificated share may be refused in the circumstances set out in the uncertificated securities rules (as defined in Diageo’s articles of association) and where, in the case of a transfer to joint holders, the number of joint holders to whom the uncertificated share is to be transferred exceeds four.
The Board may decline to register a transfer of any of Diageo’s certificated shares by a person with a 0.25% interest (as defined in Diageo’s articles of association) if such a person has been served with a restriction notice (as defined in Diageo’s articles of association) after failure to provide Diageo with information concerning interests in those shares required to be provided under the Companies Acts, unless the transfer is shown to the Board to be pursuant to an arm’s length sale (as defined in Diageo’s articles of association).

Substantive shareholder voting rights
The company’s substantial shareholders do not have different voting rights.


AMERICAN DEPOSITARY SHARES

General
The ordinary shares of Diageo may be issued in the form of American depositary shares, or ADSs. Each Diageo ADS represents four ordinary shares of Diageo.
Citibank, N.A. is the depositary with respect to Diageo’s ADSs, which are evidenced by American depositary receipts, or ADRs. Each ADS represents an ownership interest in four ordinary shares deposited with the custodian, as agent of the depositary, under the Deposit Agreement dated 14 February 2013 between Diageo, the Depositary and owners and beneficiaries of the ADRs (the “Deposit Agreement”). Each ADS also represents any other securities, cash or other property which may be held by Citibank, N.A. as depositary.
The principal executive office of Citibank, N.A. and the office at which the ADRs will be administered is currently located at 388 Greenwich Street, New York, New York 10013, United States. Citibank, N.A. is a national banking association organized under the laws of the United States. The custodian will be Citibank, N.A. (London Branch) and its duties will be administered from its principal London office, currently located at 25 Molesworth Street, Lewisham, London SE13 7EX, United Kingdom.
You may hold ADSs either directly or indirectly through your broker or other financial institution. If you hold ADSs directly, by having an ADS registered in your name on the books of the depositary, you are an ADR holder. If you hold the ADSs through your broker or financial institution nominee, you must rely on the procedures of such broker or financial institution to assert the rights of an
334


ADR holder described in this section. You should consult with your broker or financial institution to find out what those procedures are.
Diageo will not treat ADR holders as shareholders and ADR holders will not have shareholder rights. English law governs shareholder rights. The depositary will be the holder of the ordinary shares underlying your ADSs. As a holder of ADRs, you will have ADR holder rights, which are set out in the Deposit Agreement. The Deposit Agreement also sets out the rights and obligations of the depositary.
The following is a summary of the material terms of the Deposit Agreement. Because it is a summary, it does not contain all the information that may be important to you. For more complete information, you should read the entire form of Deposit Agreement and the form of ADR, which contain the terms of the ADSs. Please refer to Exhibit 99.A on Form F-6 (File No. 333-186400) filed with the Securities and Exchange Commission on 1 February 2013). Copies of the Deposit Agreement are also available for inspection at the offices of the depositary.

Share Dividends and Other Distributions
Diageo may make various types of distributions with respect to its securities. The depositary has agreed to pay to you the cash dividends or other distributions it or the custodian receives on ordinary shares or other deposited securities, after deducting its fees and expenses. You will receive these distributions in proportion to the number of underlying ordinary shares that your ADSs represent.
Except as stated below, to the extent the depositary is legally permitted it will deliver such distributions to ADR holders in proportion to their interests in the following manner:
Cash. Upon receiving notice from Diageo that Diageo intends to distribute a cash dividend or other cash distribution, the depositary will establish a record date for such distribution. As promptly as practicable following the receipt of a cash dividend or other cash distribution from Diageo, the depositary will: (i) if at the time of receipt thereof any amounts received in a foreign currency can, in the judgment of the depositary, be converted on a practicable basis into U.S. dollars transferable into the United States, promptly convert or cause to be converted such cash dividend or cash distributions into U.S. dollars, (ii) if applicable, establish a record date for the distribution and (iii) distribute promptly such U.S. dollar amount, net of applicable fees, charges and expenses of the depositary and taxes withheld. The depositary shall distribute only such amount as can be distributed without attributing to any ADR holder a fraction of one cent. Any such fractional amounts shall be rounded to the nearest whole cent and so distributed to ADR holders entitled thereto. If the depositary cannot reasonably make such conversion or obtain any governmental approval or license necessary for the conversion, the depositary will hold any unconvertible foreign currency for your account without liability for any interest or, upon request, will distribute the foreign currency to you. If exchange rates fluctuate during a time when the depositary cannot convert a foreign currency, you may lose some or all of the value of the distribution.
Shares. Upon receiving notice from Diageo that Diageo intends to distribute a share dividend or free distribution of ordinary shares, the depositary will establish a record date for such distribution. The depositary will then either (i) deliver additional ADSs representing such ordinary shares, or (ii) if additional ADSs are not so distributed, take all actions necessary so that each ADS issued and outstanding after the ADS record date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional ordinary shares distributed, in each case net of applicable fees, charges and expenses of the depositary and taxes withheld. Only whole ADSs will be issued. Any ordinary shares which would result in fractional ADSs will be sold and the net proceeds will be distributed to the ADR holders entitled to them.
Rights to receive additional shares. Upon receiving notice from Diageo that Diageo intends to distribute rights to subscribe for additional ordinary shares or other rights and that Diageo wishes such rights to be made available to holders of ADSs, the depositary shall, after consultation with Diageo, have discretion as to the procedure for making such rights available to any ADR holders or in disposing of such rights on behalf of any ADR holders and making, as promptly as practicable, the net proceeds available to such ADR holders. If, by the terms of the offering of rights or for any other reason, the depositary may not either make such rights available to any ADR holders or dispose of such rights on behalf of any ADR holders and make the net proceeds available to such ADR holders, then the depositary shall allow such rights to lapse. If the depositary determines in its reasonable discretion that it is not lawful or practicable to make such rights available to all or certain ADR holders, if Diageo does not furnish such evidence or if the depositary determines it is not lawful or practicable to distribute such rights to all or some of the registered holders, the depositary may:
distribute such rights only to the holders to whom the depositary has determined such distribution is lawful and practicable;
if practicable, sell rights in proportion to the number of ADSs held by registered holders to whom the depositary has determined it may not lawfully or practicably make such rights available and distribute the net proceeds as cash; or
allow rights in proportion to the number of ADSs held by registered holders to whom the depositary has determined it may not lawfully or practicably make such rights available to lapse, in which case such registered holders will receive nothing.
335


Diageo has no obligation to file a registration statement under the Securities Act of 1933, as amended, in order to make any rights available to ADR holders.
Other Distributions. Upon receiving notice from Diageo that Diageo intends to distribute securities or property other than those described above and that Diageo wishes such rights to be made available to holders of ADSs, the depositary may distribute such securities or property in any manner it deems equitable and practicable. To the extent the depositary deems distribution of such securities or property not to be practicable, the depositary may, after consultation with Diageo, adopt any method that it reasonably deems to be equitable and practical, including but not limited to the sale of such securities or property and distribution of any net proceeds in the same way that cash is distributed.
The depositary may choose any practical method of distribution for any specific ADR holder, including the distribution of securities or property, or it may retain such items, without paying interest on or investing them, on behalf of the ADR holder as deposited property.
There can be no assurances that the depositary will be able to convert any currency at a specified exchange rate or sell any property, rights, shares or other securities at a specified price, nor that any of such transactions can be completed within a specified time period.

Deposit, Withdrawal and Cancellation
The depositary will deliver ADSs if you or your broker deposit ordinary shares or evidence of rights to receive ordinary shares with the custodian. In the case of the ADSs to be issued under a prospectus supplement, Diageo may arrange with the underwriters named therein to deposit such ordinary shares if and as provided in the prospectus supplement.
Ordinary shares deposited with the custodian must also be accompanied by certain documents, including (a) in the case of certificated shares, instruments showing that such ordinary shares have been properly transferred or endorsed and (b) in the case of book-entry shares, confirmation of book-entry transfer and recordation, in each case to the person on whose behalf the deposit is being made.
The custodian will hold all deposited ordinary shares for the account of the depositary. ADR holders thus have no direct ownership interest in the ordinary shares and have only such rights as are contained in the Deposit Agreement. The deposited shares and any other securities, property or cash received by the depositary or the custodian and held under the Deposit Agreement are referred to as deposited property.
Upon each deposit of ordinary shares, receipt of related delivery documentation and compliance with the other provisions of the Deposit Agreement, including the payment of the fees and charges of the depositary and any taxes or other fees or charges owing, the depositary will issue and deliver ADSs in the name of the person entitled thereto and, if applicable, issue ADRs evidencing the number of ADSs to which such person is entitled. ADRs will be delivered at the depositary’s principal office.
The depositary will make arrangements for the acceptance of ADSs for book-entry settlement through The Depository Trust Company, or DTC. All ADSs held through DTC will be registered in the name of Cede & Co., the nominee for DTC. Unless issued as uncertificated ADSs, the ADSs registered in the name of Cede & Co. will be evidenced by one or more receipt(s) in the form of a “Balance Certificate,” which will provide that it represents the aggregate number of ADSs from time to time indicated in the records of the depositary as being issued to DTC hereunder and that the aggregate number of ADSs represented thereby may from time to time be increased or decreased by making adjustments on such records of the depositary and of DTC or Cede & Co.
When you turn in your ADSs (and, if applicable, the ADRs evidencing the ADSs) at the depositary’s office, the depositary will, upon payment of certain applicable fees, charges and taxes, and upon receipt of proper instructions, deliver the underlying ordinary shares to you. At your risk, expense and request, the depositary will deliver (to the extent permitted by law) deposited property at the depositary’s principal office.
The depositary may restrict the withdrawal of deposited securities only in connection with:
temporary delays caused by closing Diageo’s transfer books or those of the depositary or the deposit of ordinary shares in connection with voting at a shareholders’ meeting, or the payment of dividends;
the payment of fees, taxes and similar charges; or
compliance with any U.S. or foreign laws or governmental regulations relating to the ADSs or to the withdrawal of deposited securities.
This right of withdrawal may not be limited by any other provision of the Deposit Agreement.

Voting Rights
If you are an ADR holder and the depositary asks you to provide it with voting instructions, you may instruct the depositary how to exercise the voting rights for the ordinary shares which underlie your ADRs. After receiving voting materials from Diageo, the depositary will, if Diageo asks it to, notify the ADR holders of any shareholder meeting or solicitation of consents for proxies. This notice will describe how you may, subject to English law and the provisions of Diageo’s articles of association, instruct the depositary to exercise the voting rights for the ordinary shares which underlie your ADSs. For instructions to be valid, the depositary must receive them on or before the date specified. The depositary will try, as far as practical, subject to English law and the provisions of Diageo’s articles of association, to vote or to have its agents vote the shares or other deposited securities as you instruct. The depositary will not vote or attempt to exercise the right to vote that attaches to the shares or other deposited securities, other than in accordance with your instructions or deemed instructions. If the depositary does not receive instructions from you on or before the specified date and voting is by poll, the depositary will deem you to have instructed it to give a discretionary proxy to a person designated by Diageo to vote such deposited securities.
336



However, we cannot assure you that you will receive our voting materials in time for you to give the depositary instructions to vote any deposited securities. In addition, the depositary and its agents are not responsible for failing to carry out voting instructions to vote the deposited securities, if, for example, the instructions are not received in time to vote the amount of the deposited securities or if English or other applicable laws prohibit such voting.
Notwithstanding anything contained in the Deposit Agreement or any ADR, the depositary may, to the extent not prohibited by law or regulations, or by the requirements of the stock exchange on which the ADSs are listed, in lieu of distribution of the materials provided to the depositary in connection with any meeting of, or solicitation of consents or proxies from, holders of deposited securities, distribute to ADR holders a notice that provides ADR holders with, or otherwise publicizes to ADR holders, instructions on how to retrieve such materials or receive such materials upon request (i.e., by reference to a website containing the materials for retrieval or a contact for requesting copies of the materials).
Notwithstanding anything else contained in the Deposit Agreement or any ADR, the depositary shall not have any obligation to take any action with respect to any meeting, or solicitation of consents or proxies, of holders of deposited securities if the taking of such action would violate applicable U.S. laws. Diageo has agreed to take any and all actions reasonably necessary and as permitted by English law to enable ADR holders and beneficial owners to exercise the voting rights accruing to the deposited securities.

Reports and Other Communications
The depositary will make available for inspection by ADR holders any reports and communications from Diageo that are both received by the depositary as holder of deposited property and made generally available by Diageo to the holders of deposited property. Upon the request of Diageo, the depositary will send to you copies of reports furnished by Diageo pursuant to the Deposit Agreement.

Reclassifications, Recapitalizations and Mergers
If Diageo takes actions that affect the deposited securities, including any change in par value, split-up, consolidation or other reclassification of deposited securities or any recapitalization, reorganization, merger, consolidation, sale of assets or other similar action, then the depositary may, and will if Diageo asks it to:
distribute additional or amended ADRs;
distribute cash, securities or other property it has received in connection with such actions; or
sell any securities or property received and distribute the proceeds as cash.
If the depositary does not choose any of the above options, any of the cash, securities or other property it receives will constitute part of the deposited property and each ADS will then represent a proportionate interest in such property.

Amendment and Termination
Diageo may agree with the depositary to amend the Deposit Agreement and the ADSs without your consent for any reason. ADR holders must be given at least 30 days’ notice of any amendment that imposes or increases any fees or charges (except for taxes and other charges specifically payable by ADR holders under the Deposit Agreement), or affects any substantial existing right of ADR holders. If an ADR holder continues to hold ADRs when an amendment has become effective such ADR holder is deemed to agree to such amendment.
No amendment will impair your right to surrender your ADSs and receive the underlying securities except to comply with mandatory provisions of applicable law.
The depositary will terminate the Deposit Agreement if Diageo asks it to do so. The depositary may also terminate the Deposit Agreement if the depositary has told Diageo that it would like to resign and Diageo has not appointed a new depositary bank within 180 days. In either case, the depositary must notify you at least 90 days before termination. After termination, the depositary’s only responsibility will be (i) to advise you that the Deposit Agreement is terminated, (ii) to collect distributions on the deposited securities (iii) to sell rights and other property, and (iv) to deliver ordinary shares and other deposited securities upon cancellation of the ADRs. At any time from the termination date, the depositary may sell the deposited property which remains and hold the net proceeds of such sales and any other cash it is holding under the Deposit Agreement, without liability for interest, for the pro rata benefit of ADR holders who have not yet surrendered their ADRs. After making such sale, the depositary shall have no obligations except to account for such proceeds and other cash. The depositary will not be required to invest such proceeds or pay interest on them.

Limitations on Obligations and Liability to ADR Holders
The Deposit Agreement expressly limits the obligations and liability of the depositary, Diageo and their respective agents. Neither Diageo nor the depositary assumes any obligation nor shall either of them be subject to any liability under the Deposit Agreement to any ADR holder, except that they each agree to perform their respective obligations specifically set forth in the Deposit Agreement without negligence or bad faith. Neither Diageo nor the depositary will be liable if:
law, regulation, the provisions of or governing any deposited securities, act of God, war or other circumstance beyond its control shall prevent, delay or subject to any civil or criminal penalty any act which the Deposit Agreement or the ADRs provide shall be done or performed by it;
it exercises or fails to exercise discretion permitted under the Deposit Agreement or the ADR;
it performs its obligations specifically set forth in the Deposit Agreement without negligence or bad faith; or
337


it takes any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting ordinary shares for deposit, any registered holder of ADRs, or any other person believed by it to be competent to give such advice or information.
In the Deposit Agreement, Diageo agrees to indemnify Citibank, N.A. for acting as depositary, except for losses caused by Citibank, N.A.’s own negligence or bad faith, and Citibank, N.A. agrees to indemnify Diageo for losses resulting from its negligence or bad faith.
The depositary will not be responsible for failing to carry out instructions to vote the deposited securities or for the manner in which the deposited securities are voted or the effect of the vote.
The depositary may own and deal in deposited securities and in ADSs.
Neither Diageo nor the depositary nor any of their respective directors, employees, agents or affiliates shall incur any liability for any consequential or punitive damages for any breach of the terms of the Deposit Agreement.

Books of Depositary
The depositary or its agent will maintain a register for the registration, registration of transfer, combination and split-up of ADSs and, if applicable, ADRs evidencing such ADSs. You may inspect such records at such office during regular business hours, but solely for the purpose of communicating with other holders in the interest of business matters relating to the Deposit Agreement.
The depositary will maintain facilities to record and process the issuance, cancellation, combination, split-up and transfer of ADSs. These facilities may be closed from time to time when the depositary considers it expedient to do so.


338


Exhibit 12.1

I, Debra Crew, certify that:
1.I have reviewed this annual report on Form 20-F of Diageo plc;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
4.The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and
5.The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

Date: 3 August 2023

/s/ Debra Crew
Name: Debra Crew
Title: Chief Executive
(Principal Executive Officer)

339


Exhibit 12.2

I, Lavanya Chandrashekar, certify that:
1.I have reviewed this annual report on Form 20-F of Diageo plc;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
4.The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and
5.The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

Date: 3 August 2023

/s/ Lavanya Chandrashekar
Name: Lavanya Chandrashekar
Title: Chief Financial Officer
(Principal Financial Officer)

340


Exhibit 13.1

Certification

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)

Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), the undersigned officer of Diageo plc, a public limited company incorporated under the laws of England and Wales (the ‘Company’), hereby certifies, to such officer’s knowledge, that:
The Annual Report on Form 20-F for the year ended 30 June 2023 (the ‘Report’) of the Company fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: 3 August 2023

/s/ Debra Crew
Name: Debra Crew
Title: Chief Executive
(Principal Executive Officer)


The foregoing certification is being furnished solely pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code) and is not being filed as part of the Report or as a separate disclosure document.

341

Exhibit 13.2

Certification

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)

Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), the undersigned officer of Diageo plc, a public limited company incorporated under the laws of England and Wales (the ‘Company’), hereby certifies, to such officer’s knowledge, that:
The Annual Report on Form 20-F for the year ended 30 June 2023 (the ‘Report’) of the Company fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: 3 August 2023

/s/ Lavanya Chandrashekar
Name: Lavanya Chandrashekar
Title: Chief Financial Officer
(Principal Financial Officer)


The foregoing certification is being furnished solely pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code) and is not being filed as part of the Report or as a separate disclosure document.


Exhibit 15.1

Consent of Independent Registered Public Accounting Firm

We hereby consent to the incorporation by reference in the Registration Statements on Form F-3of Diageo plc (No.333-269929), Diageo Capital plc (No. 333-269929-01) and Diageo Investment Corporation (No. 333-269929-02), and Form S-8 (No. 333-153481, 333-162490, 333-169934, 333-182315, 333-206290 and 333-223071)of our report dated 3 August 2023 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in this Form 20-F.


/s/ PricewaterhouseCoopers LLP
London, United Kingdom
3 August 2023