FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of September 2002
Diageo plc
(Translation of registrant's name into English)
8 Henrietta Place, London W1G 0NB
(Address of principal executive offices)
indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F
Form 20-F .......X..... Form 40-F ..........
indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes .................. No ........X..........
If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b):82 .............
LIST IDENTIFYING INFORMATION REQUIRED TO BE FURNISHED
BY DIAGEO PLC PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT 1934
1 SEPTEMBER 2002 - 30 SEPTEMBER 2002
INFORMATION REQUIRED BY/WHEN
Public Announcements/Press The Stock Exchange, London
ANNOUNCEMENT ANNOUNCEMENT
Diageo Preliminary Results for the Year Purchase of Own Shares
Ended 30 June 2002 (5 September 2002) (18 September 2002)
ANNOUNCEMENT ANNOUNCEMENT
Messrs Walsh and Rose inform Company of Purchase of Own Shares
their beneficial interests. (19 September 2002)
(6 September 2002)
ANNOUNCEMENT ANNOUNCEMENT
Purchase of Own Shares o Messrs Walsh and Rose inform
(6 September 2002) Company of their beneficial
interests.
o Transfer of Shares by
Employee Share Trust
Trustee.
(20 September 2002)
ANNOUNCEMENT ANNOUNCEMENT
Purchase of Own Shares Purchase of Own Shares
(9 September 2002) (23 September 2002)
ANNOUNCEMENT ANNOUNCEMENT
Lord Blyth and Messrs Walsh and Rose Purchase of Own Shares
inform Company of their beneficial (23 September 2002)
interests.
(10 September 2002)
ANNOUNCEMENT ANNOUNCEMENT
Purchase of Own Shares Purchase of Own Shares
(11 September 2002) (24 September 2002)
ANNOUNCEMENT ANNOUNCEMENT
Purchase of Own Shares Purchase of Own Shares
(12 September 2002) (25 September 2002)
ANNOUNCEMENT ANNOUNCEMENT
Messrs Walsh and Rose inform Company Purchase of Own Shares
of their beneficial interests. (26 September 2002)
(13 September 2002)
ANNOUNCEMENT ANNOUNCEMENT
Purchase of Own Shares o Messrs Walsh and Rose inform
(13 September 2002) Company of their beneficial
interests.
o Transfer of Shares by
Employee Share Trust
Trustee.
(27 September 2002)
ANNOUNCEMENT ANNOUNCEMENT
Purchase of Own Shares Purchase of Own Shares
(16 September 2002) (27 September 2002)
ANNOUNCEMENT ANNOUNCEMENT
Purchase of Own Shares Purchase of Own Shares
(17 September 2002) (30 September 2002)
COMPANY Diageo PLC
TIDM DGE
HEADLINE Final Results
RELEASED 07:00 5 Sep 2002
NUMBER 7819A
5 SEPTEMBER 2002 (7.00 AM)
DIAGEO REPORTS OPERATING PROFIT OF (POUND)2,118 MILLION AND 13% ORGANIC
GROWTH IN OPERATING PROFIT FROM PREMIUM DRINKS, PBET OF (POUND)2,043 MILLION
AND EPS OF 43.6 PENCE.
Diageo today announces its preliminary results for the year ended 30 June 2002.
ORGANIC 2002 2001
GROWTH (POUND) MILLION (POUND) MILLION
Turnover 8% 11,282 12,821
Operating profit 9% 2,118 2,127
Premium drinks operating profit 13% 1,768 1,432
EPS (reported) 43.6 pence 42.4 pence*
* Restated for FRS 19 - Deferred tax
The above numbers are before goodwill amortisation and exceptional items.
HIGHLIGHTS
- Operating profit from continuing operations (pound)1,928 million
((pound)1,609 million in 2001)
- Premium drinks continues to perform strongly with:
- Organic volume growth of 4%
- Organic net sales growth of 9%
- Organic marketing growth of 10%
- Organic operating profit growth of 13%
- Reported operating margin improved by 1.4 percentage points to 20.3%
- Driven by growth in the global priority brands:
- Organic volume growth of 8%
- Organic net sales growth of 13%
- Seagram transaction closed on 21 December 2001:
- Volume in six months to 30 June 2002, (pound)7.5 million equivalent
cases
- Net sales (pound)451 million
- Operating profit (pound)130 million
- Agreement to sell Burger King announced on 25 July 2002
- Exceptional items before taxation, net gain of (pound)305 million
- (pound)158 million improvement in economic profit to (pound)494 million
- Return on invested capital improved by 1.3 percentage points to 12.4%
- Final dividend 14.5 pence per share, up 8%, making 23.8 pence per share
for the full year
- Free cash flow of (pound)792 million
- (pound)1.7 billion returned to shareholders via share buy-back programme
during the year
Paul Walsh, Chief Executive Officer of Diageo, commenting on the year ended 30
June 2002 said:
"In 2002 Diageo delivered on the promises it made. With the completion of the
disposal of Pillsbury and the acquisition of the Seagram spirits and wine
businesses, we have met our strategic targets and our transformation to a
focused premium drinks company is substantially complete. With the achievement
in premium drinks of 9% growth in net sales and 13% growth in operating profit,
we have delivered on our organic performance targets in the year. In common with
other global businesses, Diageo has faced a challenging economic environment in
some markets and unique world events. Despite this background the operational
excellence and superior financial performance of Diageo's world leading premium
drinks business has created shareholder value".
ANNUAL REPORT AND AGM
Diageo's annual report will be sent to shareholders at the beginning of October
2002. The Annual General Meeting will be held at The Queen Elizabeth II
Conference Centre, Broad Sanctuary, Westminster, London SW1P 3EE at 2.30 pm on
29 October 2002.
Copies of the results presentation to be made to analysts and investors are
available upon request. The announcement and the presentation will be on the
Diageo website www.diageo.com from 9.00 am on 5 September 2002.
EXPLANATORY NOTES
Unless otherwise stated, percentage movements given throughout this statement
for volume, turnover, net sales, marketing expenditure, contribution after
marketing and operating profit are organic movements (at level exchange rates
and after adjusting for acquisitions and disposals) for continuing operations.
They are before goodwill amortisation and exceptional items. Comparisons are
with the equivalent period last year.
Volume has been measured on an equivalent servings basis to nine litre cases of
spirits. Equivalent cases are calculated as follows: beer in hectolitres divide
by 0.9, wine in nine litre cases divide by 5, ready to drink (RTD) in nine litre
cases divide by 10.
Net sales are turnover less excise duty.
This document contains forward-looking statements that involve risk and
uncertainty. There are a number of factors that could cause actual results and
developments to differ materially from those expressed or implied by these
forward-looking statements, including factors beyond Diageo's control. Please
refer to page 29 - 'Cautionary statement concerning forward-looking statements'
for more details.
FOR FURTHER INFORMATION
Diageo's preliminary results presentation to analysts and investors will be
broadcast at 9.30 am (BST) on Thursday 5 September 2002 on Diageo's internet
home page at the address: www.diageo.com. Prior to the live link, the
presentation slides will also be available to download from Diageo's home page.
You will be able to listen to a live broadcast of the presentation and questions
and answers session. The number to call is:
From: UK/Europe: +44 (0) 20 8401 0576
2
A press conference will take place beginning at 12.30 pm (BST) on 5 September
and will be broadcast live from a link on www.diageo.com.
The results presentation, webcast to analysts and investors and the media
conference webcast will be available on the Diageo website until mid-October
2002.
Diageo management will host a teleconference to US and European analysts and
investors at 3.00 pm (BST) on Thursday 5 September. Call this number to listen
or ask a question:
From: UK/Europe: +44 (0) 20 8401 1043
US/Canada: +1 415 217 0050
The teleconference will be available on instant replay from 5.00 pm (BST) and
will be available until 19 September 2002. The number to call is:
From: UK/Europe : +44 (0) 20 8288 4459 Access code: 175552
US/Canada : +1 703 736 7336 Access code: 175552
An interview with Paul Walsh is available in video, audio and text from 7.00 am
(BST) on www.diageo.com and www.cantos.com.
High resolution images for the media can be down loaded free of charge from
NewsCast at www.newscast.co.uk
INVESTOR ENQUIRIES TO: Catherine James +44 (0) 20 7927 5272
Investor.rel@diageo.com
MEDIA ENQUIRIES TO: Kathryn Partridge +44 (0) 20 7927 5225
Media@diageo.com
3
DIAGEO PLC
OVERVIEW
Diageo's 2002 results continue the growth achieved in the last four financial
years. They underline Diageo's ability to generate sustainable growth in a
challenging economic environment and despite difficult world events.
Diageo has delivered on its objectives in the year for organic growth in premium
drinks, with net sales growth of 9% and operating profit growth of 13%. The
difficult economic environment in many of the key and venture markets impacted
volume performance in these markets and therefore overall growth in volume was
delivered by growth achieved in the major markets. Price increases and
particularly mix improvement in key and venture markets however meant that net
sales and operating profit growth was delivered by all market groupings with 63%
of operating profit growth coming from the major markets and 24% and 13%
respectively coming from key and venture markets. Over the year, Diageo has
created value for shareholders; economic profit increased by (pound)158 million
to (pound)494 million and return on invested capital improved 1.3 percentage
points to 12.4%. During the year, Diageo returned (pound)1.7 billion to
shareholders through its share buy-back programme.
STRATEGIC INITIATIVES
This strong business performance was achieved during a year in which Diageo
undertook several significant initiatives to focus on premium drinks.
On 31 October 2001, the Pillsbury sale to General Mills was completed. Diageo
currently holds a 21.6% stake in General Mills.
The acquisition of the Seagram spirits and wine businesses with Pernod Ricard
closed on 21 December 2001. On 22 May 2002 Malibu was sold, thereby satisfying
the FTC conditions for approval of the Seagram transaction. In North America,
the world's most important premium drinks market, Diageo's volume share of the
premium drinks industry is now approximately 25% and North America will account
for approximately 35% of Diageo's premium drinks business.
At the time of the Seagram transaction, Diageo and Pernod Ricard identified
certain businesses for disposal. Agreements have now been reached on the top
five disposal assets, namely: Four Roses, Mumm Sekt, Oddbins, Seagram Mixers and
Sandeman. Together with other disposals and the retention of brands such as
Passport and Don Julio, that Diageo and Pernod Ricard have now decided to keep,
the total value already achieved is now approximately equal to the overall
target of (pound)$670 million. Tax payable on disposals is now estimated at
(pound)$20 million against an original estimate of (pound)$96 million. These
businesses have been accounted for as `assets held for resale' and so have not
had an impact on reported trading results.
The Seagram integration is now substantially completed. Trading performance in
the first six months since acquisition has been delivered ahead of initial
expectations, set at the time of the announcement, and it is anticipated that
the acquisition of the Seagram brands will over the long term exceed the targets
which were set for it.
In February 2002, Diageo and Jose Cuervo SA agreed to terminate their litigation
and new arrangements were formalised for the distribution rights for the Cuervo
brands in the United States which now extend to 2013.
4
SINCE THE YEAR END
In addition, since the year end, further progress has been achieved to deliver
Diageo's focus on premium drinks. On 25 July 2002, Diageo announced that it had
signed a contract with a group comprised of Texas Pacific Group, Bain Capital
and Goldman Sachs Capital Partners for the sale of Burger King.
Also in July 2002, Diageo announced that the first five contracts had been
signed as part of its Next Generation Growth strategy in North America. The
strategy involves the consolidation of distribution into a single distributor
within each state or territory with a dedicated sales team. Further, it was
announced that Schieffelin & Somerset, the joint venture between Diageo and Moet
Hennessy in the United States, will combine with Diageo to use the same
dedicated sales team in these states. Since that time, distribution agreements
have been signed in an additional 10 states or territories. These agreements
account for about 50% of Diageo's total North American volume.
In September 2002 Diageo announced that it will relinquish its US distribution
rights for Bass Ale to Interbrew with effect from 30 June 2003 for a sum of
(pound)$105 million. While Bass has been a significant part of the Guinness Bass
Import Company business for some time, renewed focus on Diageo's priority brands
will deliver the best value going forward.
Commenting on current trading, Paul Walsh said:
"Following our operating performance and strategic achievements in the year
ended 30 June 2002, we have maintained our overall targets for top and bottom
line growth. As we face continuing difficulties in respect of the economic
environment in which we operate, particularly in areas such as Latin America, we
recognise that it will be challenging to deliver these targets. In Great
Britain, our trading position continues to be strong, although the change in
duty on RTD provides an additional challenge. However in North America, which
now represents approximately 35% of our business, trading conditions are
relatively unchanged and we remain confident of delivering our objectives,
particularly following the changes we are making in our distribution system.
"In all markets we have a unique range of brands now enhanced by the addition of
Captain Morgan, Crown Royal, Cacique and Windsor Premier. This, together with
the privileged leadership position Diageo has in route to market, marketing
excellence and innovation capabilities, can deliver superior levels of growth
for our shareholders.
"We remain committed to our managing for value principles and intend to return
further capital to shareholders in the most efficient way during this current
financial year".
5
OPERATING AND FINANCIAL REVIEW
FOR THE YEAR ENDED 30 JUNE 2002
OPERATING REVIEW
DIAGEO
On a reported basis, turnover decreased by (pound)1,539 million (12%) from
(pound)12,821 million in the year ended 30 June 2001 to (pound)11,282 million in
the year ended 30 June 2002, following the disposal of Pillsbury in October
2001. For continuing operations, turnover increased by (pound)1,205 million
(14%) from (pound)8,622 million in the year ended 30 June 2001 to (pound)9,827
million in the year ended 30 June 2002. On an organic basis, turnover grew 8%.
The Seagram acquisition contributed (pound)573 million to turnover during the
year.
Reported operating profit, before goodwill amortisation and exceptional items,
decreased (pound)9 million from (pound)2,127 million to (pound)2,118 million.
Reported operating profit, before goodwill amortisation and exceptional items,
for continuing operations increased by (pound)319 million (20%) from
(pound)1,609 million to (pound)1,928 million. Excluding the favourable effects
of currency, operating profit before goodwill amortisation and exceptional items
for continuing operations increased 14% and on an organic basis increased 9%.
The results of Pillsbury, the packaged food business, are included for the four
months to its disposal on 31 October 2001. The Seagram spirits and wine
businesses, which were acquired on 21 December 2001, contributed (pound)130
million to operating profit before goodwill amortisation and exceptional items.
On a reported basis, marketing expenditure for continuing operations increased
16% from (pound)1,031 million to (pound)1,193 million. Organically, marketing
expenditure increased by 10%.
Reported profit before goodwill amortisation, exceptional items, taxation and
minority interests increased by (pound)63 million (3%) from (pound)1,980 million
in the year ended 30 June 2001 to (pound)2,043 million in the year ended 30 June
2002. In local currency terms this was a decrease of 1%. The net interest charge
increased by (pound)49 million (14%) from (pound)350 million to (pound)399
million in the year ended 30 June 2002.
Exceptional items before taxation were a gain of (pound)305 million in the year
ended 30 June 2002. After exceptional items, profit before taxation and minority
interests increased by (pound)614 million from (pound)1,722 million to
(pound)2,336 million in the year ended 30 June 2002, and profit for the year
increased by (pound)410 million from (pound)1,207 million to (pound)1,617
million.
PREMIUM DRINKS
Reported turnover increased by (pound)1,124 million (15%) from (pound)7,580
million in the year ended 30 June 2001 to (pound)8,704 million in the year ended
30 June 2002. Reported operating profit before exceptional items increased by
(pound)336 million (23%) from (pound)1,432 million to (pound)1,768 million. On
an organic basis, turnover increased 8% and operating profit increased 13%.
Reported volume increased by 8% as a result of organic volume growth of 8% in
global priority brands, 2% in local priority brands, a decline of 4% in category
management brands (all brands other than global priority brands and local
priority brands) and the addition of the Seagram brands which had volume of
(pound)7.5 million equivalent cases. Volume growth of the global priority brands
excluding RTD was 4%, in line with first half growth. Net sales of the global
priority brands excluding RTD increased by 6% year on year against 5% growth in
the first half.
6
Reported net sales increased by 15% to (pound)6,585 million, driven by the 8%
increase in volume and a combination of price increases, mix improvement and the
continued growth of the RTD portfolio where net sales increased from (pound)470
million to (pound)814 million.
Reported marketing investment increased by 16% to (pound)1,153 million.
Marketing spend on the global priority brands grew by 10% to (pound)774 million,
particularly behind Smirnoff Ice in North America, the "Keep Walking" campaign
for Johnnie Walker, and continued investment behind the successful "Let Your
Senses Guide You" campaign for Baileys. Marketing investment as a percentage of
net sales increased by 0.1 percentage points.
The acquisition of the Seagram brands, which include Captain Morgan, Crown
Royal, Seagram's 7, Seagram's VO, Cacique, Windsor Premier, Myers's Rum and
Sterling Vineyards, completed on 21 December 2001. The results for the year
ended 30 June 2002 include the trading performance of that business for the six
months ended 30 June 2002. During the period, volume of these businesses was
(pound)7.5 million equivalent cases, net sales were (pound)451 million and
operating profit was (pound)130 million after de-stocking, which is now
complete. Sales of Captain Morgan Gold have not met original expectations and
therefore the total Seagram operating profit of (pound)130 million earned in the
period is after a provision of (pound)24 million for the potential diminution in
the value of product stock. Captain Morgan Gold was launched in May 2002 and in
the period volume was 245,000 equivalent cases, net sales were (pound)27 million
and marketing costs were (pound)16 million.
7
VOLUME AND NET SALES GROWTH BY BRAND CLASSIFICATION
EQUIVALENT VOLUME NET SALES
CASES GROWTH GROWTH
(pound)MILLIONS % %
Johnnie Walker 10.6 1 4
Guinness 11.1 -- 5
Smirnoff 21.8 21 42
J&B 6.3 2 3
Baileys 5.7 10 9
Cuervo 4.2 (2) 2
Tanqueray 1.9 -- 1
Malibu* 2.2 7 6
----- ----- -----
TOTAL GLOBAL PRIORITY BRANDS 63.8 8 13
Local priority brands 13.8 2 10
Category management brands 26.6 (4) (1)
----- ----- -----
104.2 4 9
ACQUISITIONS
Seagram brands 7.5
Other 2.0
-----
TOTAL 113.7
=====
* Sold 22 May 2002
MARKET REVIEW GLOBAL LOCAL CATEGORY
PRIORITY PRIORITY MANAGEMENT
BRANDS BRANDS BRANDS TOTAL
% % % %
VOLUME GROWTH BY MARKET
Major markets
North America 14 -- (5) 7
Great Britain 9 14 12 11
Ireland (1) -- 7 --
Spain 6 6 (6) 4
---- ---- ---- ----
10 5 (3) 7
Key markets 4 (1) (5) --
Venture markets 5 (16) (5) --
---- ---- ---- ----
TOTAL 8 2 (4) 4
==== ==== ==== ====
NET SALES GROWTH BY MARKET
Major markets
North America 22 (3) (7) 13
Great Britain 9 28 18 14
Ireland -- 5 (10) (1)
Spain 9 10 1 8
---- ---- ---- ----
15 9 (3) 10
Key markets 10 10 1 7
Venture markets 10 16 -- 7
---- ---- ---- ----
TOTAL 13 10 (1) 9
==== ==== ==== ====
8
OPERATING PROFIT ORGANIC
2002 2001 GROWTH
(pound)MILLION (pound)MILLION %
Major markets
North America 550 363 17
Great Britain 204 162 30
Ireland 152 156 3
Spain 94 85 5
----- ----- ----
1,000 766 15
Key markets 524 447 10
Venture markets 244 219 12
----- ----- ----
TOTAL 1,768 1,432 13
===== ===== ====
REVIEW BY MARKET
NORTH AMERICA
Volume up 7%
Marketing up 15%
Net sales up 13%
Operating profit up 17%
Key drivers:
- Volume of global priority brands up 14%
- Growth of new products and improvements in product mix
The North American market continued its strong momentum with volume up 7% and
net sales growth of 13%. During the year, organic operating profit growth was
17% and the Seagram spirits and wine businesses contributed (pound)95 million to
the total reported operating profit of (pound)550 million.
Global priority brands posted strong growth, with volume up 14% over last year.
The growth principally comprised strong performances by Smirnoff, Baileys and
Johnnie Walker Black. Volume of J&B, Tanqueray, Johnnie Walker Red and Guinness
declined.
Marketing spend increased over the prior year, by 15%, driven by investment in
Smirnoff Ice as well as increases in Johnnie Walker Black, Malibu and Tanqueray.
Smirnoff continued to lead the global priority brand growth with strong
performance in the core brand, where volume was up 9%, and strong growth in
Smirnoff Flavours and Smirnoff Ice. Total net sales growth was therefore 68%.
Smirnoff Ice has continued to show strong growth since its launch in January
2001 and volume grew from (pound)1.1 million equivalent cases last year to
(pound)2.8 million equivalent cases.
Guinness net sales grew 9% despite a 1% volume decline, due to price increases
and a favourable product mix. In its first nine months in the market, Guinness
Draught in Bottles represented more than 10% of total Guinness volume in the
North American market.
Johnnie Walker total volume grew 1%, whilst net sales grew 6% during the year
due to a favourable mix between Johnnie Walker Black, which grew net sales 11%,
and Red, where net sales declined 1%.
Baileys volume grew by 7% during the year, however net sales growth was impacted
by the introduction of trial packaging formats and grew 4%.
9
Volume of J&B declined 10% in the year and net sales were down only 7% as a
result of price increases. Contribution after marketing improved, mainly as a
result of reduction in marketing spend.
Tanqueray volume declined by 2% while net sales declined only 1% as a result of
a change in product mix to more profitable product sizes and growing on-premise
sales.
Cuervo volume was level for the year with net sales up 3% following last year's
price increases to cover the rising agave prices. Towards the end of the year,
volume performance improved, driven by increased marketing activity.
Volume of Captain Morgan, a former Seagram brand, was level in the six months
ended 30 June 2002 versus the prior period, as a result of substantial
de-stocking of the brand. On a depletions basis, volume was up 10%. Captain
Morgan gained 0.4 market share percentage points in the growing rum category
which indicates that the brand is responding well to renewed distributor focus
and increased marketing exposure from the Captain Morgan Gold launch.
Volume of Crown Royal, another former Seagram brand, declined 2% in the six
months ended 30 June 2002, again as a result of de-stocking and depletions were
up 5%.
Some of the local priority brands showed weak performance with volume declines
in Gordon's gin and Goldschlager. Overall, volume was level and net sales
declined 3% during the year. Category management brands such as Popov and
Gordon's vodka also declined during the year, with volume down 5% and net sales
down 7%.
Innovation continued to impact the North American performance positively. During
the year, Smirnoff Ice volume showed strong growth, with the brand achieving a
market share of approximately 1% of the US beer market and maintaining its
number one position in the RTD market. Smirnoff Ice now represents nearly one
third of the sector after just 18 months in the market. New product formats such
as the 24-ounce format performed very well, as did the 16-ounce PET format that
can be sold in sites where glass bottles are forbidden, such as sports arenas.
The Smirnoff Ice six-pack is now number one in terms of dollar sales in the
premium beer category of the grocery channel. Launched in September 2001,
Guinness Draught in Bottles has exceeded initial targets for the brand with
volume of over 100,000 equivalent cases. Smirnoff Twist volume more than doubled
to over 700,000 equivalent cases.
The former Seagram wines business was transitioned into a new business, Diageo
Chateau & Estates, combining the Seagram and existing Diageo wine businesses.
Diageo's North American business has achieved substantial progress on its
strategic agenda over the year. Most notably, the Next Generation Growth
strategy was launched in the year. Building on the Seagram integration, the
strategy focuses on consolidating the Diageo and former Seagram brands into a
single distributor with a dedicated sales team in each of the 50 states,
allowing the North American business to create efficiencies and improvements
around the sales and distribution process in the United States. Phase I,
involving 19 states, began in February and negotiations have now been completed
in fifteen states (California, Florida, New York, Hawaii, Kentucky, Texas,
Louisiana, Connecticut, Washington DC, Maryland, Arizona, Colorado, West
Virginia, Ohio and Pennsylvania). During the year, a major programme of IT
investment was begun to support the integration of the Seagram business and the
Next Generation Growth initiative.
10
GREAT BRITAIN
Volume up 11%
Marketing up 12%
Net sales up 14%
Operating profit up 30%
Key drivers:
- Growth of global priority brands with volume up 9%
- 14% volume growth of the local priority brands
- Favourable product mix
Great Britain showed a very strong performance in the year ended 30 June 2002
with operating profit up 30% to (pound)204 million. Key growth drivers were an
increase in marketing spend, up 12% during the year, continued margin
improvements and successful innovation. Three global priority brands, Smirnoff
Red, Baileys and Johnnie Walker, continued to improve on the prior year's strong
performance.
Smirnoff Red is the number one spirit in the GB market and volume was up 15%
with net sales up 15%. Market share in the vodka category increased to 34%.
Baileys showed net sales growth of 18%, increasing its leading share of the
creams category and demonstrating that the brand is beginning to benefit from
marketing aimed at reducing the seasonality of the product.
Johnnie Walker, which now sells over 50,000 equivalent cases in Great Britain,
had net sales growth of 16% during the year following an increase in marketing
spend.
Other brands also performed well. While Guinness volume was level, due to
weakness in the overall beer category, market share increased in the on-trade
beer sector. Bell's volume grew 4% and Gordon's grew 7%. Pimm's, another local
priority brand, showed strong growth, with volume up 18%, as innovation such as
Pimm's Draught broadened the reach of the brand. In addition, the Diageo wine
portfolio had an excellent year, with Blossom Hill volume growing 45%.
Innovation was an important element of the overall growth. There were new
Smirnoff Ice offerings, including new pack formats such as multi-packs and a
larger 70cl bottle, and Gordon's Edge and Archers Aqua Raspberry were also
launched in the year. Great Britain has shown great success in the RTD category.
Smirnoff Ice volume was up 19% year on year, significantly outpacing the growing
category and market share grew to 28%. Archers Aqua volume grew 179,000
equivalent cases, up from 41,000 last year. In April 2002, the duty rate for
RTDs was increased and was passed through into an increase in retail prices.
Subsequent market data suggests a negative impact on rate of sale in the
on-trade across the category as a consequence. Diageo has already responded to
this new challenge with the launch in August of Smirnoff Black Ice, a new
vodka-based RTD designed to appeal to male consumers, and increased marketing
support behind Archers Aqua and Smirnoff Ice.
11
IRELAND
Volume level
Marketing up 3%
Net sales down 1%
Operating profit up 3%
Key drivers:
- Guinness volume down 3% however performance improved in the second half
- Market share increases for priority brands
In Ireland, Diageo's overall share of the beverage alcohol market has been
maintained, with market share increases for most priority brands in their
respective categories. As a result of margin improvements, operating profit was
up 3% to (pound)152 million.
The declining beer market and a continuing trend away from stout impacted
Guinness sales, which account for 37% of Diageo's volume in the market. Although
Guinness volume decreased during the year, increased advertising and marketing
slowed the decline, from 4% in the first half of the year to 2% in the second
half. For the year, the brand had a 3% volume decline and net sales were level.
Volume of Smirnoff increased by 3% overall and gained share. Smirnoff Red
delivered strong performance with volume up 6% while volume of Smirnoff Ice
declined by 14% against a decline in the first half of 17%. Smirnoff Ice
achieved virtually full distribution at launch and after the high initial level
of consumer trial, sales have settled to more normal levels. The rate of
consumption in the on-trade was also impacted by aggressive trade price
increases behind the brand's number one market share and brand strength.
Smirnoff Ice has a market share of over 40% and from this base a trial of
Smirnoff Ice on Draught began in over 400 outlets which has been met with a very
positive response.
Baileys strong growth continued with volume up 7% with success in both the on
and off-trade.
Budweiser and Carlsberg, which are agency brands, and which are, respectively,
the number one and number three lagers in Ireland, each grew volume by 2% and
made further market share gains in the sector.
SPAIN
Volume up 4%
Marketing up 7%
Net sales up 8%
Operating profit up 5%
Key drivers:
- Volume and profit growth of priority brands
- Marketing spend on J&B up over 25%
In Spain, volume was up 4% and net sales up 8% as a result of improved brand
performance, substantial price increases and increased marketing spend.
Operating profit was up 5% to (pound)94 million despite higher marketing on J&B,
the costs associated with preparation for the launch in June 2002 of J&B Twist
and a year on year change in the basis of recharge of J&B production costs to
Spain.
Global priority brands showed strong performance with net sales growth of 9% and
with many of the brands achieving market share gains. Performance in the six
months ended 30 June 2002 was somewhat
12
softer than that achieved in the first half as a result of the retailer buy-in
during December in anticipation of an 8% duty increase in January.
J&B, which represents nearly half of Diageo's volume in Spain, has been the only
exception to the aggressive pricing policy pursued in Spain. The brand continues
to build on its number one market position. Marketing spend increased 27%. As a
result, volume grew by 5%, net sales grew by 6% and market share increased
slightly to 26%.
Johnnie Walker Black continued its positive trend with a 32% volume increase and
a similar net sales increase. However, Johnnie Walker Red declined by 8% in
volume and by 3% in net sales during the year after a price increase.
Following a 10% price increase, Smirnoff Red volume was down 3% although net
sales increased by 6%.
Baileys volume grew 11% and net sales grew by 13%, supported by the "Let Your
Senses Guide You" campaign and off-premise marketing.
Guinness, though still a relatively small proportion of Diageo's business in
Spain, showed a 33% increase in volume over the year. Similarly, Cuervo, another
relatively small brand in Spain, had very strong growth, with volume up 37% and
net sales up 44%.
Cardhu, a local priority brand, increased volume 6% and net sales 10%. In
addition, volume of Cacique, a former Seagram brand, which will be a local
priority brand, increased 13% in the six months ended 30 June 2002 in the
growing rum category. Cacique is the leader in this category by a clear margin
and is making further share gains. Pampero showed continued strong growth, with
volume up 22% and net sales up 34%.
Diageo launched its first RTD products across Spain in the year. J&B Twist was
test marketed during the year and launched in June 2002. Smirnoff Ice, targeted
to tourist locations, delivered a very strong performance in the year
contributing to a 14% increase in net sales of the Smirnoff brand overall.
KEY MARKETS
Volume level
Marketing up 4%
Net sales up 7%
Operating profit up 10%
Key drivers:
- Global priority brand volume up 4%
- Strong volume and profit growth in Africa, Australia and Taiwan
- Volume weakness in Latin America
Overall growth in key markets, with operating profit up 10% to (pound)524
million, was the result of very strong performance by several markets, most
notably Africa, Australia, Greece and Taiwan. The performance of individual
markets varied in the face of a challenging global economy and turbulent
political situations particularly in Latin America. During the year, Seagram
brands contributed (pound)107 million to turnover and (pound)23 million to
operating profit.
Volume was level whilst net sales grew 7% over last year. This is a result of
price and mix improvement. Marketing investment increased by 4%.
13
Global priority brands accounted for more than half of key market volume and
showed volume growth of 4% and net sales growth of 10% during the year. All of
the global priority brands, with the exception of Cuervo, grew net sales with
Guinness, Smirnoff, Baileys and Johnnie Walker Black performing particularly
well as a result of both volume growth and price increases. RTDs, including, but
not limited to, Smirnoff Ice, also showed strong performance.
Africa, representing nearly 40% of the key market volume, grew 7% in volume and
19% in net sales over last year. Guinness, which accounts for approximately a
quarter of African volume, continued to perform well with volume up 6% and net
sales up 23% due to price increases implemented to counter capacity constraints.
Smirnoff, which accounts for 14% of the volume, grew 6% in volume terms and 25%
in net sales. RTDs showed strong growth, with volume up 71%. Cameroon and
Nigeria were impacted by capacity constraints and production was directed away
from category management brands, towards the supply of higher margin Guinness.
These capacity constraints have been addressed with the commissioning of two new
production lines.
In Australia, volume grew 7% as a result of robust priority brand performance.
Volume of priority brands increased with Johnnie Walker volume up 11% and
Baileys volume up 20%. Baileys market share grew by 4 percentage points as a
result of successful marketing programmes such as consumer sampling and Baileys
"Perfect Pour". Bundaberg Rum, a local priority brand, increased its volume by
more than 10% and net sales by more than 25%. Smirnoff Red volume was up 29% in
the year. Innovation, particularly around RTD, is still a major factor in
Australia's growth. Diageo's RTD products grew volume 40%. Volume of Johnnie
Walker Red & Cola and Bundaberg & Cola was up significantly. Volume of Smirnoff
Baltik, however, was down 37% in the year as a result of reduction in marketing
spend. Volume of Stoli Ruski was up 12%, with the launch of a new flavour range.
New products such as Archers Aqua and UDL Fusion were launched towards the end
of the year.
Despite volatile economic and political conditions in Latin America, including
economic crises in Brazil and Venezuela, operating profit increased year on year
primarily as a result of growth in the first half. While overall volume declined
across the region, Buchanan's volume grew 31% during the year, driven by a focus
on effective marketing spend and a new advertising campaign. In Venezuela,
Johnnie Walker volume was up 17% and Buchanan's was up 58% despite the
challenging conditions. However, Johnnie Walker volume was down 12% across the
region. One of the major factors in the volume decline was VAT 69's performance
in Venezuela, with volume down 37%. In certain Latin American markets, Diageo
mitigated risk by reducing stock levels and tightening credit terms. These
actions, which substantially reduced exposure to debt risk and the possibility
of stock write-offs, did impact volume performance. Additionally, Diageo reduced
promotional spending in certain Latin American countries while maintaining media
spend.
Korea is now Diageo's most profitable Asian market. Windsor Premier, previously
owned by Seagram and now distributed by Diageo, continued to grow strongly with
volume up 13% in the six months ended June 2002. However, Dimple, a local
priority brand that is currently distributed by a third party, declined by 22%.
From January 2003, Dimple will be distributed through Diageo's own in-market
company.
In Taiwan, the continued success of the "Keep Walking" campaign, together with
the innovations in route to market, resulted in 40% volume growth in Johnnie
Walker. Overall volume growth in the market was 33% and contribution after
marketing was also up 33%.
In Thailand, continued weakness in the economy led to volume decline of 8%
although net sales were up 2%. Johnnie Walker, which represents nearly half of
Diageo's volume in Thailand, and other global priority brands, continued to
perform well, whilst Spey Royal, a local priority brand, suffered, with volume
down 24%. Following test marketing during the year, Johnnie Walker One, a new
RTD, was launched and supported by an advertising campaign that was implemented
in July 2002. Early indications are that volume is meeting expectations.
14
In Greece, volume grew 8%. Johnnie Walker volume increased with both Red and
Black showing strong off-trade performance. Smirnoff delivered 15% volume growth
due to increased marketing effectiveness, with marketing spend up 7%, and
overall category growth. Baileys also showed a marked increase, driven by
on-trade sales. Smirnoff Ice volume nearly trebled, moving to the number two
position in the Greek RTD market, behind Diageo's Gordon's Space, to bring
Diageo's total share of the RTD market to 64%.
The Global Duty Free market, which accounts for 8% of key market volume, was
heavily impacted by the decrease in international travel following the September
11 attacks. Against this background, however, volume was down only 5% for the
year which represents a strong relative performance, and contribution after
marketing was in line with last year as a result of price and mix improvements.
VENTURE MARKETS
Volume level
Marketing up 9%
Net sales up 7%
Operating profit up 12%
Key drivers:
- Volume of global priority brands up 5%
- Strong growth in the Caribbean markets
- Latin American markets negatively impacted by poor economic conditions
In Diageo's venture markets, operating profit was up 12% to (pound)244 million,
led by top line growth in Asia, the Caribbean, the Middle East and across much
of Europe. Tough economic conditions in Latin America and Germany partially
offset this growth.
Volume was level during the year, though net sales increased by 7% as a result
of growth in global priority brands, price increases in Germany and other
European markets as well as price re-alignment across the Caribbean markets.
Across the venture markets, Diageo's global priority brands, which account for
more than half of the volume, performed well, with volume growth of 5% and net
sales growth of 10%. Johnnie Walker Black volume increased 5% with strong
performances in Asia and the Caribbean as a result of sharper focus on marketing
and improved route to market. Baileys also continued its growth, with volume up
7% and net sales up 9% across the venture markets despite a decline in Germany.
During the year, local priority brands showed a decline of 16% in volume but an
increase of 16% in net sales. There are only two local priority brands in the
venture markets, Red Stripe in Jamaica and Gilbey's Green & White in India.
While Red Stripe volume was up 6% and net sales up 8%, Gilbey's volume was down
28%, with net sales up 37%. Category management brands showed a decline in
volume of 5%, largely driven by declines in Gilbey's Gin in the Philippines and
secondary whisky brands in Latin America. However, as a result of strong
performance by Pampero in Italy, Buchanan's Deluxe in the Caribbean and Tiger in
Malaysia, net sales was level for category management brands.
Marketing expenditure increased by 9% over last year, driven by heavy investment
in Smirnoff Ice in Switzerland, the Netherlands and Germany. Increases also
occurred in Italy for Baileys and in the Caribbean market for Johnnie Walker
Black.
In Latin America, especially in Argentina in the face of the economic crisis
there, prices were increased on early signs of currency devaluation, and overall
volume declined over 25%.
15
In Germany, volume of Johnnie Walker Red, Baileys and Cuervo were all adversely
impacted by price increases, resulting in an overall volume decline of 5% in
that market. Smirnoff Ice was launched in the second half of the year and has
performed well.
In India, the global priority brands performed very well, with volume up 21%.
Diageo is in the process of selling Gilbey's Green and White Whisky, a local
priority brand.
The Philippines market showed weakness, with overall volume down approximately
20%, led by the 22% volume decline in Gilbey's Gin.
BURGER KING
- System sales up 1%
- Total restaurants up 83 compared with 30 June 2001 to 11,455
- Worldwide comparable restaurant sales flat
- North America comparable restaurant sales up 0.5%
- Operating profit down 18% to (pound)160 million
- Reported operating margin down 2.8 percentage points to 14.2%
System sales were up 1% against a decline last year. Turnover was up 7% as the
phased increase in royalty rate, introduced over the last few years, was
reflected in franchisee fees.
The improvement in operational performance in Burger King, which began in the
six months ended 31 December 2001, continued in the second half. In the second
half, operating profit was down 5% compared with the six months ended 30 June
2001. Worldwide comparable restaurant sales were flat for the year against a 4%
decline in the prior year. Net restaurant numbers have increased by 83 against
an increase of 211 in the prior year.
In North America, system sales grew 0.6% as a result of 0.5% growth in
comparable restaurant sales. In the six months ended 30 June 2002 operating
profit margins improved. The new management team continued to impose high
standards for site quality and, therefore, there was a net reduction of 135 in
restaurant numbers.
Performance outside North America also improved in the second half. Full year
comparable restaurant sales were level in Europe, down 4% in Asia Pacific and
were level in Latin America. Operating profit improved in the second half and,
in the full year, operating profit from the international operations was up.
PILLSBURY
The disposal of Diageo's worldwide packaged food business to General Mills was
completed on 31 October 2001. Diageo now has a 21.6% equity interest in General
Mills, which has been accounted for as an associated company. In the four months
ended 31 October 2001, the Pillsbury company contributed turnover of
(pound)1,455 million and operating profit before goodwill amortisation and
exceptional items of (pound)190 million, compared with (pound)4,199 million and
(pound)518 million respectively, in the year ended 30 June 2001.
16
FINANCIAL REVIEW
EXCHANGE RATES
Exchange rate movements during the year, including the effect of the currency
option cylinders, favourably impacted profit before goodwill, exceptional items
and tax by (pound)84 million. The beneficial impact of exchange rate movements
on the translation of overseas group trading profit was (pound)92 million,
(pound)90 million at operating profit level and (pound)2 million on the share of
profits from associates. This added to a favourable impact on transactions in
the year of (pound)27 million, giving a net favourable impact on trading profit
of (pound)119 million. The favourable impact on premium drinks' operating profit
before goodwill amortisation and exceptional items was (pound)57 million,
(pound)26 million on translation of overseas profits and (pound)31 million on
transactions. Exchange rate related movements adversely affected the interest
charge by (pound)35 million.
Diageo currently hedges translation exposures on a projected profit before
exceptional items and tax basis in US dollars and euros on a twelve month
rolling horizon using forwards and options. US dollar floating rate debt is
hedged using collars on a rolling five year basis. Recently, the board reviewed
Diageo's interest and foreign exchange risk management policies in the light of
Diageo's transition to a focused premium drinks company, its managing for value
principles and recent trends in accounting standards. It has been decided that
Diageo will no longer undertake profit translation hedging beginning 1 July
2003. To partially compensate for this, the ratio of US dollar net borrowings to
US dollar gross assets will increase from 75% to 90%. This change in policy will
mean that from 1 July 2003 Diageo's profit before exceptional items and tax will
be exposed to the full impact of translation movements in exchange. For the year
ending 30 June 2003, Diageo will still have translation hedging of its core
premium drinks business at the profit before exceptional items and tax level.
The average weighted exchange rates for foreign exchange transaction and
translation hedges in respect of the year ending 30 June 2003 in place at the
year ended 30 June 2002 are US dollar - (pound)1 = $1.41 and euro - (pound)1 =
E1.58. The use of interest rate collars to protect the floating element of
Diageo's US dollar debt will also be discontinued. Interest rate hedges will,
however, take four years to roll off in total.
Based on current exchange rates, it is estimated that the incremental impact
from exchange rate movements on profit before exceptional items and tax for the
year ending 30 June 2003 will not be material when compared to the year ended 30
June 2002.
POST EMPLOYMENT PLANS
Operating profit includes income of (pound)29 million (2001 - (pound)31 million)
arising from actuarial assessments of the UK and Irish pension plans. This
income is unlikely to recur in the year ending 30 June 2003 following changes to
the actuarial demographic assumptions underlying the plans and the effect of
recent market conditions.
Diageo expects to continue to comply with the current UK accounting standard on
pensions, SSAP 24, in its primary financial statements, subject to any
requirement to fully comply with its replacement - FRS 17. In the notes to the
financial statements Diageo discloses that compliance with FRS 17, in the year
ended 30 June 2002, would have resulted in a charge to operating profit before
exceptional items of (pound)99 million and a reduction in the interest charge of
(pound)110 million.
The consolidated balance sheet at 30 June 2002 includes a net asset before
taxation for all post employment plans of (pound)551 million. FRS 17 will
require that this be replaced using market values at the period end. Diageo's
net deficit before taxation under FRS 17, applying equity values and discounting
the liabilities at bond rates as at 30 June 2002, for all significant defined
benefit plans, would, prior to a surplus restriction of (pound)16 million, have
been (pound)366 million.
17
ASSOCIATES
The group's share of profits of associates before interest and exceptional items
was (pound)324 million for the year compared with (pound)203 million for last
year. The group's 21.6% equity interest in General Mills is estimated to have
contributed (pound)143 million in the eight months ended 30 June 2002.
GOODWILL
Goodwill amortisation in the year was (pound)12 million compared with (pound)26
million in the previous year. Goodwill amortisation in respect of discontinued
businesses accounted for (pound)6 million (2001 - (pound)19 million) of this
charge.
EXCEPTIONAL ITEMS
Exceptional operating cost items amounted to a charge of (pound)453 million
before taxation. This comprised integration and restructuring costs of
(pound)212 million, charges of (pound)220 million in respect of Cuervo and
(pound)21 million in respect of the refinancing of the franchisee loan
arrangements of Burger King in anticipation of its disposal.
(Pound)48 million (2001 - (pound)74 million) was incurred in respect of the
restructuring of the UDV (spirits and wine) and the Guinness (beer) businesses.
It is expected that the total costs of this integration will be approximately
(pound)170 million and that the remaining (pound)48 million will be incurred in
the year ending 30 June 2003.
In the year ended 30 June 2002, (pound)164 million was incurred in respect of
the integration of the Seagram spirits and wine businesses, acquired in December
2001. Approximately (pound)72 million of these costs were employee related,
(pound)26 million were in respect of writedowns of fixed assets and the balance
includes consultancy and systems costs. The majority of these costs were
incurred in North America and the United Kingdom. It is expected that the total
costs of restructuring and integrating the business will be approximately $700
million ((pound)460 million) of which $590 million ((pound)390 million) is
expected to be cash. The majority of the balance of costs will be incurred in
the year ending 30 June 2003.
On 5 February 2002, Diageo and Jose Cuervo SA (Cuervo) agreed to terminate their
litigation in respect of a change of control issue which arose as a result of
the merger of GrandMet and Guinness, and new arrangements were formalised for
the distribution rights for the Cuervo brands in the United States (which now
extend to 2013). The settlement in favour of Cuervo included the return of
Diageo's 45% equity interest in Cuervo and a net cash payment of (pound)85
million. The settlement has been accounted for as an exceptional charge in the
consolidated financial statements of (pound)220 million (before tax) comprising
Diageo's investment in Cuervo ((pound)115 million), related goodwill previously
written off to reserves ((pound)20 million) and the cash payment to Cuervo
((pound)85 million).
Exceptional items in respect of associates represent Diageo's share of General
Mills' exceptional costs, totalling (pound)31 million, in respect of its
restructuring of the acquired Pillsbury business and of its cereal manufacturing
operations. In addition, there is a (pound)10 million exceptional loss in
respect of Moet Hennessy.
The disposal of the Malibu brand, which was a condition of the acquisition of
the Seagram spirits and wine businesses jointly with Pernod Ricard, resulted in
a gain before taxes of (pound)532 million. Pillsbury was sold on 31 October 2001
and generated a gain before taxes of (pound)322 million, after writing back
goodwill previously written off to reserves of (pound)1,671 million.
18
INTEREST
The interest charge in the year increased to (pound)399 million from (pound)350
million in the prior year. The net benefits of (pound)45 million in respect of
the disposal and acquisition of businesses and of (pound)34 million from the
reduction in interest rates were offset by other factors. These factors included
the effect of exchange rate related movements of (pound)35 million, the share of
General Mills' interest charge of (pound)59 million (for the eight months ended
30 June 2002) and the funding of the share repurchases made during the year,
which increased the interest charge by (pound)20 million.
TAXATION
The group complied with FRS 19 - Deferred tax for the first time during the year
and the comparatives have been restated. The effective rate of taxation on
profit before goodwill amortisation and exceptional items for the year was
25.0%, compared with 23.6% (restated) for the year ended 30 June 2001. The 2001
tax charge benefited from a two percentage point reduction reflecting a low
effective rate of taxation in respect of associated companies, which did not
recur in 2002.
DIVIDEND
The directors recommend a final dividend of 14.5 pence per share to be paid on 4
November 2002 to shareholders on the register at 20 September 2002. Dividends
for the year will total 23.8 pence per share, an increase of 6.7% on last year's
dividend of 22.3 pence per share. A dividend reinvestment plan is available in
respect of the final dividend and the plan notice date is 14 October 2002.
CASH FLOW
Free cash inflow was (pound)792 million, compared with (pound)1,220 million in
the prior year. Cash inflow from operating activities was (pound)2,008 million
compared with (pound)2,276 million. This inflow was after (pound)148 million
(2001 - (pound)144 million) of restructuring and integration costs, the payment
to Jose Cuervo of (pound)85 million and a (pound)125 million (2001 - (pound)54
million) increase in working capital. The increase in working capital arose from
increased sales in premium drinks, a (pound)12 million increase in respect of
Burger King and an (pound)80 million increase in respect of Pillsbury to the
date of disposal. Net interest payments were (pound)360 million against
(pound)446 million in the prior year. Purchases of tangible fixed assets in the
year amounted to (pound)585 million, an increase of (pound)146 million. Tax
payments were (pound)311 million compared with (pound)230 million.
Acquisitions of businesses cost (pound)3,592 million (the spirits and wine
businesses of Seagram cost (pound)3,533 million) and the purchase of (pound)198
million ordinary shares for cancellation in the year cost (pound)1,658 million.
Sales of businesses generated (pound)5,100 million arising principally from the
disposal of Pillsbury and the subsequent sale of shares in General Mills of
(pound)4,179 million, the disposal of the Malibu brand for (pound)554 million
and the subsequent sale of businesses acquired with Seagram of (pound)203
million.
BALANCE SHEET
Total shareholders' funds were (pound)6,001 million at 30 June 2002 compared
with (pound)5,123 million at 30 June 2001. The principal reasons for the
increase were the (pound)850 million retained income for the year and the
reversal of (pound)1,768 million of goodwill charged to the profit and loss
account on disposals offset by the repurchase and cancellation of shares of
(pound)1,658 million.
In anticipation of the disposal of the Burger King business, Burger King's
franchisee loans have been refinanced. As a consequence of the refinancing,
Diageo increased borrowings at 30 June 2002 by (pound)191 million with a
corresponding adjustment to debtors.
19
Net borrowings were (pound)5,496 million, an increase of (pound)17 million from
30 June 2001. This increase includes the repurchase of ordinary shares for
cancellation of (pound)1,658 million, the acquisition of the Seagram spirits and
wine businesses of (pound)3,533 million and the dividend payments of (pound)758
million. These increases were offset by the receipt of proceeds from the
disposal of Pillsbury and the subsequent sale of shares in General Mills of
(pound)4,179 million, the disposal of the Malibu brand for (pound)554 million
and free cash inflow of (pound)792 million.
DIAGEO CONSOLIDATED PROFIT AND LOSS ACCOUNT
YEAR ENDED 30 JUNE 2002 Year ended 30 June 2001
BEFORE GOODWILL Before Goodwill
GOODWILL AND AND EX- goodwill and and ex-
EXCEPTIONAL CEPTIONAL exceptional ceptional
ITEMS ITEMS TOTAL items items Total
(restated) (restated) (restated)
(POUND) (POUND) (POUND) (POUND) (POUND) (POUND)
MILLION MILLION MILLION million million million
TURNOVER
Continuing operations 9,254 -- 9,254 8,622 -- 8,622
Acquisitions 573 -- 573
------- ------ ------- ------- ------ -------
9,827 -- 9,827 8,622 -- 8,622
Discontinued operations 1,455 -- 1,455 4,199 -- 4,199
------- ------ ------- ------- ------ -------
TOTAL TURNOVER 11,282 -- 11,282 12,821 -- 12,821
Operating costs (9,164) (465) (9,629) (10,694) (254) (10,948)
------- ------ ------- ------- ------ -------
OPERATING PROFIT 2,118 (465) 1,653 2,127 (254) 1,873
------------------------------------------------------------------------------------------
Continuing operations 1,798 (459) 1,339 1,609 (225) 1,384
Acquisitions 130 -- 130
------------------------------------------------------------------------------------------
1,928 (459) 1,469 1,609 (225) 1,384
Discontinued operations 190 (6) 184 518 (29) 489
------------------------------------------------------------------------------------------
OPERATING PROFIT 2,118 (465) 1,653 2,127 (254) 1,873
Share of profits of associates 324 (41) 283 203 -- 203
------- ------ ------- ------- ------ -------
TRADING PROFIT 2,442 (506) 1,936 2,330 (254) 2,076
CONTINUING OPERATIONS
------------------------------------------------------------------------------------------
Disposal of fixed assets (22) (22) 19 19
Sale of businesses 499 499 28 28
DISCONTINUED OPERATIONS
Sale of businesses 322 322 (51) (51)
------------------------------------------------------------------------------------------
799 799 (4) (4)
Interest payable (net) (399) -- (399) (350) -- (350)
------- ------ ------- ------- ------ -------
PROFIT BEFORE TAXATION 2,043 293 2,336 1,980 (258) 1,722
Taxation (511) (121) (632) (468) 33 (435)
------- ------ ------- ------- ------ -------
PROFIT AFTER TAXATION 1,532 172 1,704 1,512 (225) 1,287
MINORITY INTERESTS
Equity (49) -- (49) (43) -- (43)
Non-equity (38) -- (38) (37) -- (37)
------- ------ ------- ------- ------ -------
PROFIT FOR THE YEAR 1,445 172 1,617 1,432 (225) 1,207
Dividends (767) -- (767) (751) -- (751)
------- ------ ------- ------- ------ -------
TRANSFERRED TO RESERVES 678 172 850 681 (225) 456
======= ====== ======= ======= ====== =======
PENCE PER SHARE
Basic earnings 43.6P 5.2P 48.8P 42.4p (6.7)p 35.7p
Diluted earnings 43.5P 5.2P 48.7P 42.4p (6.7)p 35.7p
Dividends 23.8P 23.8P 22.3p -- 22.3p
AVERAGE SHARES 3,316M 3,377m
20
DIAGEO CONSOLIDATED BALANCE SHEET
30 JUNE 2002 30 June 2001
(restated)
(POUND) MILLION (POUND) MILLION (POUND) million (POUND) million
FIXED ASSETS
Intangible assets 5,434 5,672
Tangible assets 2,545 3,176
Investments 3,183 1,473
------ ------
11,162 10,321
CURRENT ASSETS
Stocks 2,316 2,232
Debtors - due within one year 2,209 1,965
Debtors - due after one year 1,210 1,284
Cash at bank and liquid resources 1,596 1,842
------ ------
7,331 7,323
------ ------
CREDITORS - due within one year
Borrowings (3,718) (3,602)
Other creditors (3,645) (3,495)
------ ------
(7,363) (7,097)
------ ------
NET CURRENT (LIABILITIES)/ASSETS (32) 226
------ ------
TOTAL ASSETS LESS CURRENT LIABILITIES 11,130 10,547
CREDITORS - due after one year
Borrowings (3,711) (3,993)
Other creditors (49) (96)
------ ------
(3,760) (4,089)
PROVISIONS FOR LIABILITIES AND CHARGES (814) (729)
------ ------
6,556 5,729
====== ======
CAPITAL AND RESERVES
Called up share capital 930 987
Reserves 5,071 4,136
------ ------
SHAREHOLDERS' FUNDS 6,001 5,123
MINORITY INTERESTS
Equity 184 207
Non-equity 371 399
------ ------
555 606
------ ------
6,556 5,729
====== ======
21
DIAGEO CONSOLIDATED CASH FLOW STATEMENT
YEAR ENDED Year ended
30 JUNE 2002 30 June 2001
(POUND) MILLION (POUND) MILLION (POUND) million (POUND) million
NET CASH INFLOW FROM OPERATING ACTIVITIES 2,008 2,276
DIVIDENDS RECEIVED FROM ASSOCIATES 87 101
RETURNS ON INVESTMENTS AND SERVICING OF FINANCE
Interest paid (net) (360) (446)
Dividends paid to equity minority interests (40) (31)
------ ------
(400) (477)
TAXATION (311) (230)
CAPITAL EXPENDITURE AND FINANCIAL INVESTMENT
Purchase of tangible fixed assets (585) (439)
Purchase of own shares (net) (64) (54)
Sale of fixed assets 57 43
------ ------
(592) (450)
------ -----
FREE CASH FLOW 792 1,220
ACQUISITIONS AND DISPOSALS
Purchase of subsidiaries (3,592) (136)
Sale of subsidiaries, associates and businesses 5,100 31
------ ------
1,508 (105)
EQUITY DIVIDENDS PAID (758) (725)
------ -----
CASH FLOW BEFORE LIQUID RESOURCES AND FINANCING 1,542 390
MANAGEMENT OF LIQUID RESOURCES 92 (572)
FINANCING
Issue of share capital 11 31
Own shares purchased for cancellation (1,658) (108)
Redemption of guaranteed preferred securities -- (39)
(Decrease)/increase in loans (137) 398
------ ------
(1,784) 282
------ -----
(DECREASE)/INCREASE IN CASH IN THE YEAR (150) 100
====== =====
MOVEMENTS IN NET BORROWINGS
YEAR ENDED Year ended
30 JUNE 2002 30 June 2001
(POUND) MILLION (POUND) million
(DECREASE)/INCREASE IN CASH IN THE YEAR (150) 100
Cash flow from change in loans 137 (398)
Change in liquid resources (92) 572
----- -----
CHANGE IN NET BORROWINGS FROM CASH FLOWS (105) 274
Exchange adjustments 267 (229)
Non-cash items (179) 21
----- -----
(INCREASE)/DECREASE IN NET BORROWINGS (17) 66
NET BORROWINGS AT BEGINNING OF THE YEAR (5,479) (5,545)
----- -----
NET BORROWINGS AT END OF THE YEAR (5,496) (5,479)
===== =====
22
DIAGEO CONSOLIDATED STATEMENT OF
TOTAL RECOGNISED GAINS AND LOSSES
YEAR ENDED Year ended
30 JUNE 2002 30 June 2001
(restated)
(POUND) MILLION (POUND) million
PROFIT FOR THE YEAR - group 1,486 1,037
- associates 131 170
----- -----
1,617 1,207
Exchange adjustments (93) 97
Tax charge on exchange in reserves - (17)
----- -----
Total recognised gains and losses for the year 1,524 1,287
=====
Prior year adjustment (64)
-----
TOTAL RECOGNISED GAINS AND LOSSES SINCE THE LAST ANNUAL REPORT 1,460
=====
23
NOTES
1. SEGMENTAL ANALYSIS
2002 2001
OPERATING Operating
TURNOVER PROFIT NET ASSETS Turnover profit Net assets
(POUND) (POUND) (POUND) (POUND) (POUND) (POUND)
MILLION MILLION MILLION million million million
CLASS OF BUSINESS
Premium drinks 8,704 1,768 8,275 7,580 1,432 5,123
Quick Service Restaurants 1,123 160 1,430 1,042 177 1,432
------ ------ ------ ------ ------ ------
Continuing operations 9,827 1,928 9,705 8,622 1,609 6,555
Discontinued operations 1,455 190 -- 4,199 518 4,077
------ ------ ------ ------ ------ ------
11,282 2,118 9,705 12,821 2,127 10,632
====== ====== ====== ======
Investment in associates 2,899 1,193
Tax, dividend and other (552) (617)
Net borrowings (5,496) (5,479)
------ ------
6,556 5,729
====== ======
GEOGRAPHICAL AREA
Europe 4,204 679 3,886 4,073 614 3,763
North America 4,717 866 4,705 6,401 1,001 6,193
Asia Pacific 1,001 231 726 990 206 246
Latin America 639 193 134 776 188 216
Rest of World 721 149 254 581 118 214
------ ------ ------ ------ ------ ------
11,282 2,118 9,705 12,821 2,127 10,632
====== ====== ====== ====== ====== ======
The above analysis of operating profit is before goodwill amortisation and
exceptional items. The geographical analysis of turnover and operating profit is
based on the location of the third party customers.
Weighted average exchange rates used in the translation of profit and loss
accounts were US dollar - (pound)1 = $1.44 (2001 - (pound)1 = $1.45) and euro -
(pound)1 = E1.61 (2001 - (pound)1 = E1.63). Exchange rates used to translate
assets and liabilities at the balance sheet date were US dollar - (pound)1 =
$1.52 (2001 - (pound)1 = $1.41) and euro - (pound)1 = E1.54 (2001 - (pound)1 =
E1.66). The group uses option cylinders and foreign exchange transaction hedges
to mitigate the effect of exchange rate movements. The effective exchange rates
taking into account the impact of these instruments were US dollar - (pound)1 =
$1. 44 (2001 - (pound)1 = $1.58) and euro - (pound)1 = E1.62 (2001 - (pound)1 =
E1.60).
24
2. GOODWILL AND EXCEPTIONAL ITEMS
2002 2001
(POUND) MILLION (POUND) MILLION (POUND) million (POUND) million
OPERATING COSTS
Continuing operations
Goodwill amortisation (6) (7)
Guinness UDV integration (48) (74)
Seagram integration (164) --
Jose Cuervo settlement (220) --
Quick Service Restaurants (21) (65)
Other restructuring -- (79)
----- -----
(459) (225)
Discontinued operations
Goodwill amortisation (6) (19)
Restructuring costs -- (10)
----- -----
(6) (29)
----- -----
(465) (254)
ASSOCIATES (41) --
DISPOSAL OF FIXED ASSETS
(Loss)/gain on sales (22) 19
SALE OF BUSINESSES
Continuing operations
Malibu 532 --
Other premium drinks brands (20) 28
Burger King Australia (13) --
----- -----
499 28
Discontinued operations
The Pillsbury Company 322 (51)
--- ---
821 (23)
----- -----
293 (258)
===== =====
3. TAXATION
The (pound)632 million total taxation charge for the year ended 30 June 2002
comprises UK tax of (pound)72 million, foreign tax of (pound)473 million and tax
on associates of (pound)87 million.
4. NOTE OF CONSOLIDATED HISTORICAL COST PROFITS AND LOSSES
There is no material difference between the reported profit shown in the
consolidated profit and loss account and the profit restated on an historical
cost basis.
25
5. MOVEMENTS IN CONSOLIDATED SHAREHOLDERS' FUNDS
2002 2001
(restated)
(POUND) MILLION (POUND) million
Profit for the year 1,617 1,207
Dividends (767) (751)
-------- -------
850 456
Exchange adjustments (93) 97
Tax charge on exchange in reserves -- (17)
New share capital issued 11 31
Purchase of own shares for cancellation (1,658) (108)
Goodwill on disposals of businesses 1,768 --
-------- -------
NET MOVEMENT IN SHAREHOLDERS' FUNDS 878 459
SHAREHOLDERS' FUNDS AT BEGINNING OF THE YEAR 5,123 4,664
-------- -------
SHAREHOLDERS' FUNDS AT END OF THE YEAR 6,001 5,123
======== =======
6. NET BORROWINGS
2002 2001
(POUND) MILLION (POUND) million
Debt due within one year and overdrafts (3,718) (3,602)
Debt due after one year (3,711) (3,993)
Net obligations under finance leases (28) (41)
-------- -------
(7,457) (7,636)
Cash at bank and liquid resources 1,596 1,842
Interest rate and foreign currency swaps 365 315
-------- -------
NET BORROWINGS (5,496) (5,479)
======== =======
7. NET CASH INFLOW FROM OPERATING ACTIVITIES
2002 2001
(POUND) MILLION (POUND) million
OPERATING PROFIT 1,653 1,873
Exceptional operating costs 453 228
Restructuring and integration payments (148) (144)
Depreciation and amortisation charge 314 403
Increase in working capital (125) (54)
Other items (139) (30)
-------- -------
NET CASH INFLOW FROM OPERATING ACTIVITIES 2,008 2,276
======== =======
8. STATUTORY ACCOUNTS
The financial statements of Diageo plc for the year ended 30 June 2002 and this
preliminary statement were approved by a duly appointed and authorised committee
of the board of directors on 4 September 2002. This statement does not comprise
the statutory accounts of the group but is derived from those accounts.
The statutory accounts of Diageo plc for the year ended 30 June 2001 have been
filed with the registrar of companies. KPMG Audit Plc has reported on those
accounts and on the statutory accounts for the year ended 30 June 2002. Both the
audit reports were unqualified and did not contain any statement under section
237 of the Companies Act 1985.
26
9. NEW ACCOUNTING STANDARDS
The financial statements comply, to the extent detailed below, with the
following new Financial Reporting Standards issued by the UK Accounting
Standards Board.
FRS 17 - Retirement benefits. This standard replaces the use of actuarial values
for assets in a pension scheme in favour of a market-based approach. In order to
cope with the volatility inherent in this measurement basis, the standard
requires that the profit and loss account shows the relatively stable ongoing
service cost, interest cost and expected return on assets. Fluctuations in
market values and changes in actuarial assumptions are reflected in the
statement of total recognised gains and losses. The group has continued to
account for pensions and other post employment benefits in accordance with SSAP
24 but has complied with the transitional disclosure requirements of FRS 17.
FRS 19 - Deferred tax. This standard requires full provision to be made for
deferred tax assets and liabilities arising from timing differences between the
recognition of gains and losses in the financial statements and their
recognition in a tax computation. It only requires recognition when the
resulting deferred tax can be justified as an asset or liability in its own
right, thus excluding, for example, deferred tax on periodic revaluations of
fixed assets and on retained profits in overseas subsidiaries and associates
prior to any commitment to remit those profits. The standard allows the optional
discounting of all or none of the deferred tax assets and liabilities, and the
group has elected not to discount.
Compliance with FRS 19 has increased the deferred tax asset by L12 million and
increased the deferred tax provision by L76 million at 30 June 2001. The tax
charge for the year ended 30 June 2001 increased by L19 million. L13 million of
this increase is in respect of profit before goodwill amortisation and
exceptional items, giving a restated effective tax rate of 23.6%, compared with
the 23% originally reported. Basic earnings per share for the year ended 30 June
2001 have been restated from 36.3p to 35.7p.
10. CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
This document contains statements with respect to the financial condition,
results of operations and business of Diageo and certain of the plans and
objectives of Diageo with respect to these items. These forward-looking
statements are made pursuant to the "Safe Harbor" provisions of the United
States Private Securities Litigation Reform Act of 1995. In particular, all
statements that express forecasts, expectations and projections with respect to
future matters, including trends in results of operations, margins, growth
rates, overall market trends, the impact of interest or exchange rates,
anticipated cost savings or synergy and the completion of Diageo's strategic
transactions, are forward-looking statements. By their nature, forward-looking
statements involve risk and uncertainty because they relate to events and depend
on 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 that
are outside Diageo's control.
These factors include, but are not limited to:
Increased competitive product and pricing pressures and unanticipated
actions by competitors that could impact Diageo's market share, increase
expenses and hinder growth potential;
The effects of future business combinations, acquisitions or disposals and
the ability to realise expected synergy and/or costs savings;
Diageo's ability to complete pending acquisitions and disposals;
Legal and regulatory developments, including changes in regulations
regarding consumption of or advertising for beverage alcohol, changes in
accounting standards, taxation requirements, such as the impact of excise
tax increases with respect to the premium drinks business, and
environmental laws;
Changes in consumer preferences and tastes, demographic trends or
perception about health related issues;
Changes in the cost of raw materials and labour costs;
27
Changes in economic conditions in countries in which Diageo operates,
including changes in levels of consumer spending;
Levels of marketing and promotional expenditure by Diageo and its
competitors;
Renewal of distribution rights on favourable terms when they expire;
Technological developments that may affect the distribution of products or
impede Diageo's ability to protect intellectual property rights; and
Changes in financial and equity markets, including significant interest
rate and foreign currency rate fluctuations which may affect Diageo's
access to or increase the cost of financing.
All oral and forward-looking statements made on or after the date of this
document and attributable to Diageo are expressly qualified in their entirety by
the above factors.
28
COMPANY Diageo PLC
TIDM DGE
HEADLINE Director Shareholding
RELEASED 13:24 6 Sep 2002
NUMBER PRNUK-0609
TO: Regulatory Information Service
RNS, The London Stock Exchange
RE: CHAPTER 16 PARAGRAPH 13 OF
CONTINUING OBLIGATIONS
Diageo plc (the 'Company') announces that it received notification on 6
September 2002 for the purposes of Section 329 of the Companies Act 1985:
1) that the trustee of the Diageo plc QUEST (the 'Trust') has transferred
160,366 of the Company's ordinary shares of 28 101/108 pence ('Ordinary Shares')
to participants exercising options granted under the Company's UK
Savings-Related Stock Option Scheme and the Grand Metropolitan Savings-Related
Share Option Scheme (the 'Schemes'). The Ordinary Shares were transferred by
Diageo QUEST Trustees Limited as trustee of the Trust. The Trust is a
discretionary trust for the benefit of employees of the Company and its
subsidiaries which operates in conjunction with the Schemes and holds Ordinary
Shares to satisfy existing options granted under the Schemes.
1. Executive directors who are potential beneficiaries of the Trust
are:
N C Rose
P S Walsh
2. Transactions notified on 6 September 2002 in relation to the Trust.
Date of Transaction No. of Ordinary Shares Range of Option Prices
Transferred of Ordinary Shares
06.09.02 160,366 L3.14-L4.56
The total holding of the Trust now amounts to 1,907,083 Ordinary Shares.
2) that the trustee of the Diageo 2001 All Employee Share Ownership Plan (the
'Plan') has transferred or sold 189 Ordinary Shares to participants leaving the
Plan and, on 6 September 2002, purchased 14 Ordinary Shares at a price of L7.66
per share. The Ordinary Shares were transferred and purchased by Diageo Share
Ownership Trustees Limited, which holds Ordinary Shares as trustee of the Plan.
The Plan is an Inland Revenue approved plan operated by Diageo Group companies
for the benefit of employees of the Company and its subsidiaries.
1. Executive directors who are potential beneficiaries of the Plan are:
N C Rose
P S Walsh
2. Transactions notified on 6 September 2002 in relation to the Plan.
Date of Transaction No. of Ordinary Shares No of Ordinary Shares
Transferred/Sold Purchased
06.09.02 189 14
The total holding of the Plan now amounts to 281,195 Ordinary Shares.
6 September 2002
END
COMPANY Diageo PLC
TIDM DGE
HEADLINE Purchase of Own Securities
RELEASED 17:08 6 Sep 2002
NUMBER PRNUK-0609
6 September 2002
Diageo PLC
Purchase of Own Shares
Diageo PLC announces that it has today purchased for cancellation through
Merrill Lynch International 185,000 ordinary shares at an average price of
773.40p per share.
END
COMPANY Diageo PLC
TIDM DGE
HEADLINE Purchase of Own Securities
RELEASED 16:58 9 Sep 2002
NUMBER PRNUK-0909
9 September 2002
Diageo PLC
Purchase of Own Shares
Diageo PLC announces that it has today purchased for cancellation through
Merrill Lynch International 200,000 ordinary shares at an average price of
789.14p per share.
END
END
COMPANY Diageo PLC
TIDM DGE
HEADLINE Director Shareholding
RELEASED 16:05 10 Sep 2002
NUMBER PRNUK-1009
TO: Regulatory Information Service
PR Newswire
RE: CHAPTER 16 PARAGRAPH 13 OF
CONTINUING OBLIGATIONS
Diageo plc (the 'Company') announces the following:
1) that it received notification on 10 September 2002 for the purposes of
Section 329 of the Companies Act 1985 from Diageo Share Ownership Trustees
Limited (the 'Trustee'), as trustee of the Diageo 2001 All Employee Share
Ownership Plan (the 'Plan') that the following directors were allocated Ordinary
shares of 28 101/108 pence ('Ordinary Shares') in the Company on 10 September
2002 under the Plan, an Inland Revenue approved plan operated by Diageo Group
companies for the benefit of employees of the Company and its subsidiaries:
Name of Director Number of Ordinary Shares
N C Rose 24
P S Walsh 24
The number of Ordinary Shares allocated comprises those purchased by the Trustee
using an amount which the employee has chosen to have deducted from salary
('Sharepurchase') and those awarded to the employee by the Company
('Sharematch') on the basis of one Sharematch Ordinary Share for every two
Sharepurchase Ordinary Shares.
The Sharepurchase Ordinary Shares were purchased and the Sharematch Ordinary
Shares were awarded at a price per share of 804p.
The Ordinary Shares are held by the Trustee. Sharepurchase Ordinary Shares can
normally be sold at any time. Sharematch Ordinary Shares cannot normally be
disposed of for a period of three years after the award date.
As a result of the above, these directors' interests in the Company's Ordinary
Shares (excluding options, awards under the Company's LTIPs and also interests
as potential beneficiaries of the Diageo plc QUEST, the Grand Metropolitan No 2
Employee Share Trust, the Diageo Employee Benefit Trust, and in the case of Mr
Walsh only, the Pillsbury 401(K) Savings Plan) are as follows:
Name of Director Number of Ordinary Shares
N C Rose 88,380
Name of Director Number of Ordinary Shares
P S Walsh 440,143*
*(of which 4,932 are held in the form of American Depositary Shares);
As a result of purchases, awards and transfers made by the Trustee on behalf of
the Company on 10 September 2002 in respect of all participants in the Plan, the
total holding of the Trustee now amounts to 325,810 Ordinary Shares.
2) that it received notification on 10 September 2002 from Lord Blyth that he
has purchased 928 Ordinary Shares on 10 September 2002 under an arrangement with
the Company, whereby he has agreed to use an amount of L7,500 per month, net of
tax, from his fees to purchase Ordinary Shares. Lord Blyth has agreed to retain
the Ordinary Shares while he remains a director of the Company.
The Ordinary Shares were purchased at a price per share of 804p.
As a result of this purchase, Lord Blyth's interest in Ordinary Shares has
increased to 18,319.
3) that it received notification on 9 September 2002 for the purposes of Section
329 of the Companies Act 1985 from Mourant & Co Trustees Limited ('Mourant'),
the trustee of the Diageo Employee Benefit Trust (the 'Employee Benefit Trust'),
of a correction to the previously notified holding of the Employee Benefit Trust
of Ordinary Shares. Following a review by Mourant of their holdings, they have
notified that the figure of 3,740,959 Ordinary Shares notified on 4 March 2002,
was incorrect and that the correct holding is 3,763,799 Ordinary Shares.
10 September 2002
END
COMPANY Diageo PLC
TIDM DGE
HEADLINE Purchase of Own Securities
RELEASED 17:10 11 Sep 2002
NUMBER PRNUK-1109
11 September 2002
Diageo PLC
Purchase of Own Shares
Diageo PLC announces that it has today purchased for cancellation through
Merrill Lynch International 500,000 ordinary shares at an average price of
822.95p per share.
END
COMPANY Diageo PLC
TIDM DGE
HEADLINE Purchase of Own Securities
RELEASED 17:04 12 Sep 2002
NUMBER PRNUK-1209
12 September 2002
Diageo PLC
Purchase of Own Shares
Diageo PLC announces that it has today purchased for cancellation through
Merrill Lynch International 1,000,000 ordinary shares at an average price of
816.933p per share.
END
END
COMPANY Diageo PLC
TIDM DGE
HEADLINE Director Shareholding
RELEASED 15:42 13 Sep 2002
NUMBER PRNUK-1309
TO: Regulatory Information Service
PR Newswire
RE: CHAPTER 16 PARAGRAPH 13 OF
CONTINUING OBLIGATIONS
Diageo plc (the 'Company') announces that it received notification on 13
September 2002 for the purposes of Section 329 of the Companies Act 1985 that
the trustee of the Diageo plc QUEST (the 'Trust') has transferred 12,673 of the
Company's ordinary shares of 28 101/108 pence ('Ordinary Shares') to
participants exercising options granted under the Company's UK Savings-Related
Stock Option Scheme and the Grand Metropolitan Savings-Related Share Option
Scheme (the 'Schemes'). The Ordinary Shares were transferred by Diageo QUEST
Trustees Limited as trustee of the Trust. The Trust is a discretionary trust for
the benefit of employees of the Company and its subsidiaries which operates in
conjunction with the Schemes and holds Ordinary Shares to satisfy existing
options granted under the Schemes.
1. Executive directors who are potential beneficiaries of the Trust
are:
N C Rose
P S Walsh
2. Transactions notified on 13 September 2002 in relation to the Trust.
Date of Transaction No. of Ordinary Shares Range of Option Prices
Transferred of Ordinary Shares
13.09.02 12,673 L3.14-L4.56
The total holding of the Trust now amounts to 1,894,410 Ordinary Shares.
13 September 2002
END
COMPANY Diageo PLC
TIDM DGE
HEADLINE Purchase of Own Securities
RELEASED 17:05 13 Sep 2002
NUMBER PRNUK-1309
13 September 2002
Diageo PLC
Purchase of Own Shares
Diageo PLC announces that it has today purchased for cancellation through
Merrill Lynch International 1,500,000 ordinary shares at an average price of
806.73p per share.
END
END
COMPANY Diageo PLC
TIDM DGE
HEADLINE Purchase of Own Securities
RELEASED 17:08 16 Sep 2002
NUMBER PRNUK-1609
16 September 2002
Diageo PLC
Purchase of Own Shares
Diageo PLC announces that it has today purchased for cancellation through
Merrill Lynch International 700,000 ordinary shares at an average price of
809.40p per share.
END
END
COMPANY Diageo PLC
TIDM DGE
HEADLINE Purchase of Own Securities
RELEASED 16:58 17 Sep 2002
NUMBER PRNUK-1709
17 September 2002
Diageo PLC
Purchase of Own Shares
Diageo PLC announces that it has today purchased for cancellation through
Merrill Lynch International 1,000,000 ordinary shares at an average price of
821.61p per share.
END
COMPANY Diageo PLC
TIDM DGE
HEADLINE Purchase of Own Securities
RELEASED 17:03 18 Sep 2002
NUMBER PRNUK-1809
18 September 2002
Diageo PLC
Purchase of Own Shares
Diageo PLC announces that it has today purchased for cancellation through
Merrill Lynch International 1,500,000 ordinary shares at an average price of
804.2p per share.
END
COMPANY Diageo PLC
TIDM DGE
HEADLINE Purchase of Own Securities
RELEASED 16:52 19 Sep 2002
NUMBER PRNUK-1909
19 September 2002
Diageo PLC
Purchase of Own Shares
Diageo PLC announced that it has today purchased for cancellation through
Merrill Lynch International 650,000 ordinary shares at an average price of
801.10 p per share
END
COMPANY Diageo PLC
TIDM DGE
HEADLINE Director Shareholding
RELEASED 16:26 20 Sep 2002
NUMBER PRNUK-2009
TO: Regulatory Information Service
PR Newswire
RE: CHAPTER 16 PARAGRAPH 13 OF
CONTINUING OBLIGATIONS
Diageo plc (the 'Company') announces that it received notification on 20
September 2002 for the purposes of Section 329 of the Companies Act 1985:
1) that the trustee of the Diageo plc QUEST (the 'Trust') has transferred 5,742
of the Company's ordinary shares of 28 101/108 pence ('Ordinary Shares') to
participants exercising options granted under the Company's UK Savings-Related
Stock Option Scheme and the Grand Metropolitan Savings-Related Share Option
Scheme (the 'Schemes'). The Ordinary Shares were transferred by Diageo QUEST
Trustees Limited as trustee of the Trust. The Trust is a discretionary trust for
the benefit of employees of the Company and its subsidiaries which operates in
conjunction with the Schemes and holds Ordinary Shares to satisfy existing
options granted under the Schemes.
1. Executive directors who are potential beneficiaries of the Trust
are:
N C Rose
P S Walsh
2. Transactions notified on 20 September 2002 in relation to the Trust.
Date of Transaction No. of Ordinary Shares Range of Option Prices
Transferred of Ordinary Shares
20.09.02 5,742 L4.56-L5.05
The total holding of the Trust now amounts to 1,888,668 Ordinary Shares.
2) that the trustee of the Diageo 2001 All Employee Share Ownership Plan (the
'Plan') has transferred or sold 405 Ordinary Shares to participants leaving the
Plan. The Ordinary Shares were transferred by Diageo Share Ownership Trustees
Limited, which holds Ordinary Shares as trustee of the Plan. The Plan is an
Inland Revenue approved plan operated by Diageo Group companies for the benefit
of employees of the Company and its subsidiaries.
1. Executive directors who are potential beneficiaries of the
Plan are:
N C Rose
P S Walsh
2. Transactions notified on 20 September 2002 in relation to the Plan.
Date of Transaction No. of Ordinary Shares
Transferred/Sold
20.09.02 405
The total holding of the Plan now amounts to 325,405 Ordinary Shares.
20 September 2002
END
COMPANY Diageo PLC
TIDM DGE
HEADLINE Purchase of Own Securities
RELEASED 09:18 23 Sep 2002
NUMBER PRNUK-2309
23 September 2002
Diageo PLC
Purchase of Own Shares
Diageo PLC announces that on 20 September 2002, it purchased for cancellation
through Merrill Lynch International 2,250,000 ordinary shares at an average
price of 820.02p per share.
END
END
COMPANY Diageo PLC
TIDM DGE
HEADLINE Purchase of Own Securities
RELEASED 17:03 23 Sep 2002
NUMBER PRNUK-2309
23 September 2002
Diageo PLC
Purchase of Own Shares
Diageo PLC announces that it has today purchased for cancellation through
Merrill Lynch International 2,250,000 ordinary shares at an average price of
816.19p per share.
END
END
COMPANY Diageo PLC
TIDM DGE
HEADLINE Purchase of Own Securities
RELEASED 16:46 24 Sep 2002
NUMBER PRNUK-2409
24 September 2002
Diageo PLC
Purchase of Own Shares
Diageo PLC announces that it has today purchased for cancellation through
Merrill Lynch International 5,000,000 ordinary shares at an average price of
797.64p per share.
END
END
COMPANY Diageo PLC
TIDM DGE
HEADLINE Purchase of Own Securities
RELEASED 16:46 25 Sep 2002
NUMBER PRNUK-2509
25 September 2002
Diageo PLC
Purchase of Own Shares
Diageo PLC announces that it has today purchased for cancellation through
Merrill Lynch International 4,100,000 ordinary shares at an average price of
793.17p per share.
END
END
COMPANY Diageo PLC
TIDM DGE
HEADLINE Purchase of Own Securities
RELEASED 17:14 26 Sep 2002
NUMBER PRNUK-2609
26 September 2002
Diageo PLC
Purchase of Own Shares
Diageo PLC announces that it has today purchased for cancellation through
Merrill Lynch International 2,275,000 ordinary shares at an average price of
794.53p per share.
END
END
COMPANY Diageo PLC
TIDM DGE
HEADLINE Director Shareholding
RELEASED 15:14 27 Sep 2002
NUMBER PRNUK-2709
TO: Regulatory Information Service
PR Newswire
RE: CHAPTER 16 PARAGRAPH 13 OF
CONTINUING OBLIGATIONS
Diageo plc (the 'Company') announces that it received notification on 27
September 2002 for the purposes of Section 329 of the Companies Act 1985:
1) that the trustee of the Diageo plc QUEST (the 'Trust') has transferred 1,878
of the Company's ordinary shares of 28 101/108 pence ('Ordinary Shares') to
participants exercising options granted under the Company's UK Savings-Related
Stock Option Scheme and the Grand Metropolitan Savings-Related Share Option
Scheme (the 'Schemes'). The Ordinary Shares were transferred by Diageo QUEST
Trustees Limited as trustee of the Trust. The Trust is a discretionary trust for
the benefit of employees of the Company and its subsidiaries which operates in
conjunction with the Schemes and holds Ordinary Shares to satisfy existing
options granted under the Schemes.
1. Executive directors who are potential beneficiaries of the Trust
are:
N C Rose
P S Walsh
2. Transactions notified on 27 September 2002 in relation to the Trust.
Date of Transaction No. of Ordinary Shares Range of Option Prices
Transferred of Ordinary Shares
27.09.02 1,878 L4.47-L5.05
The total holding of the Trust now amounts to 1,886,790 Ordinary Shares.
2) that the trustee of the Diageo 2001 All Employee Share Ownership Plan (the
'Plan') has sold 9 Ordinary Shares in respect of participants leaving the Plan.
The Ordinary Shares were sold by Diageo Share Ownership Trustees Limited, which
holds Ordinary Shares as trustee of the Plan. The Plan is an Inland Revenue
approved plan operated by Diageo Group companies for the benefit of employees of
the Company and its subsidiaries.
1. Executive directors who are potential beneficiaries of the
Plan are:
N C Rose
P S Walsh
2. Transactions notified on 27 September 2002 in relation to the Plan.
Date of Transaction No. of Ordinary Shares
Sold
27.09.02 9
The total holding of the Plan now amounts to 325,396 Ordinary Shares.
27 September 2002
END
COMPANY Diageo PLC
TIDM DGE
HEADLINE Purchase of Own Securities
RELEASED 17:44 27 Sep 2002
NUMBER PRNUK-2709
27 September 2002
Diageo PLC
Purchase of Own Shares
Diageo PLC announces that it has today purchased for cancellation through
Merrill Lynch International 1,000,000 ordinary shares at an average price of
803.53p per share.
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COMPANY Diageo PLC
TIDM DGE
HEADLINE Purchase of Own Securities
RELEASED 17:00 30 Sep 2002
NUMBER PRNUK-3009
30 September 2002
Diageo PLC
Purchase of Own Shares
Diageo PLC announces that it has today purchased for cancellation through
Merrill Lynch International 2,000,000 ordinary shares at an average price of
788.23p per share.
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SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE
REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORISED.
Diageo plc
(Registrant)
Date ..... .15 October 2002 By .................................
Name: J Nicholls
Title: Assistant Secretary