36VY Diago Cp. 43

Diageo Capital plc                                            

LEI: 213800L23DJLALFC4O95

Half-year results for the six months ended 31 December 2023

The Directors present their interim financial report for the six months ended 31 December 2023.

Activities

Diageo Capital plc (the "company") is engaged in the provision of treasury, risk and cash management for Diageo plc and its subsidiary undertakings (the "group"). Diageo Capital plc's principal activity is to raise external funds, principally using the London and New York financial markets. The company finances other companies of the group via intragroup loans and deposits. Foreign exchange translation hedging, interest rate risk management and cash management are also performed by the company.

The company does not anticipate any changes in its activities in the remaining six months of the financial year.

Business review

Development and performance of the business of the company during the period and position of the company as at 31 December 2023

The results of the company and the development of its business are influenced to a considerable extent by group financing requirements. Further information on the risk management policies of the group is included in the Annual Report 2023 of Diageo plc (see note 16 of the consolidated financial statements of Diageo plc).

Net finance income was $77 million in the six months ended 31 December 2023, which is a $50 million increase from net finance income of $27 million in the six months ended 31 December 2022.

External borrowings increased by $1,134 million in the six months ended 31 December 2023 to $9,203 million from $8,069 million in the year ended 30 June 2023, mainly due to two new bond issuances during the period.

Financial and other key performance indicators

As the company forms part of the group's treasury operations, the company's performance is measured at the group level.

$63 million profit was transferred to reserves in the six month ended 31 December 2023, (six months ended 31 December 2022 - $30 million) and the other comprehensive income is $3 million (six months ended 31 December 2022 - $31 million).

The Directors do not propose the payment of an interim dividend to be distributed to shareholders in regard to the six months ended 31 December 2023 (six months ended 31 December 2022 - $nil).

Going concern

The company's business activities, together with the factors likely to affect its future development and position, are set out below. The company is expected to continue to generate profit for its own account and to remain in a positive net asset position for the foreseeable future. The company is in net current liability position, however the company participates in the group's centralised treasury arrangements and the parent will provide financial support for the foreseeable future. The Directors have no reason to believe that a material uncertainty exists that may cast significant doubt about the ability of the company to continue as a going concern.

Going concern (continued)

On the basis of their assessment, the company's Directors have a reasonable expectation that the company will be able to continue in operational existence for a period of at least 12 months from the date the financial statements are approved and signed as the ultimate parent undertaking has agreed its policy is and in a position to provide financial support for this period. Thus they continue to adopt the going concern basis of accounting in preparing the annual financial statements.

In arriving at this conclusion, the Directors have also considered the potential impact that the principal risks outlined below may have on the company and believe that any impact would be minimal.

Principal and financial risks and uncertainties facing the company as at 31 December 2023

The principal risks identified by the group are disclosed on page 88 to 93 of the Diageo plc Annual Report 2023. The most relevant of the group risks to this entity are the ones we have selected and articulated below, together with specific considerations relating to the company's operations and environment.  If any of these risks occur, the company's business, financial condition and operational results could suffer. As the company forms part of the group's financial operations, the financial risk management measures used by management to analyse the development, performance and position of the company's business are mainly similar to those facing the group as a whole and are managed by the group's treasury department.

Principal and financial risks and uncertainties facing the company as at 31 December 2023 (continued)

In addition, given that the company performs treasury functions for the group, it is exposed to interest rate risk arising principally on changes in US dollar interest rates. The company uses derivative financial instruments to hedge its exposures to fluctuations in interest rates. Fair value hedges are carried out to manage the interest rate risks to which the fair value of certain assets and liabilities are exposed.

Starting in fiscal 24, in line with reporting requirements the functional currency of Diageo plc changed from sterling to US dollar. Diageo Capital has also changed its presentation currency to US dollar. For further details please refer to Note 14 of the financial statements.

The Directors have assessed the potential risk of the increasing interest rates and resulting potential increase in cost of borrowing on the operation and the financial statements of the company. Considering the company forms part of the group's financial operations and as such it will be reimbursed for any potential increase in the charges of its financial instruments therefore the impact of this risk is considered to be very limited.

Geopolitical and macroeconomic volatility

Geopolitical forces, primarily driven by the Russia / Ukraine conflict, coupled with macro-economic stress, increase the likelihood of international and domestic tensions, disputes and conflict that might impact the business. Macroeconomic conditions include inflationary pressures, unemployment and global trade tensions. Financial volatility risk could arise from variability in financial markets, interest rate fluctuations and currency instability. Failure to react quickly enough to changing economic and/or political conditions, e.g. inflationary pressures, currency instability, global trade tensions, heightened political protectionism, changes to customs duties and tariffs, and/or eroded consumer confidence, may impact on the freedom to operate in a market and could adversely impact financial performance.

The group monitors key business drivers and performance, to prepare for rapid changes in the external environment and there are an enhanced group-level strategic analysis and scenario planning to strengthen market strategies and risk management.

The group has continued to improve long-term forecasting and planning capabilities, to better assess and respond to long-term opportunities and risks. The group has introduced a new strategic planning and performance function with a stronger governance model for financial and non-financial decision-making, which will enable closer monitoring of external volatility/risk and multi-country investment strategy with a central hedging and currency monitoring to manage volatility.

During the year ended 30 June 2023, the group introduced advanced analytics to scenario plan volume ranges over a longer time period, allowing better mitigation against changes in the external landscape. Scenario-planning has been embedded into Executive and Board meetings and integrated into the strategic planning cycle. Inflation has remained high and has reduced more slowly than expected in many countries. High levels of inflation are expected to continue in the short to medium term. Foreign exchange volatility has increased across several markets. There are dedicated cross-functional steering groups to manage acute issues including inflation and foreign exchange volatility.

Cyber and IT resilience

Cyber-attacks are becoming more prevalent, and there is an increased dependency on third-party IT services and solutions. As geopolitical tensions are growing, there is a rise in more sophisticated cyber threats affecting all organisations, therefore the risk of a cyber-attack is heightened.

The group has strong enterprise-wide cyber risk management processes and policies and next generation security technologies to tackle advanced attacks. There is an IT and Operations Technology ("OT") disaster recovery and business continuity testing across the key systems. The group continue to enhance and deploy next generation security technologies to tackle advanced attacks and upgrade the enterprise resource planning system and associated processes to ensure they remain resilient.

Climate Risk

Considering that the company forms part of the group's treasury operations, the probability of climate change related risks having a significant and direct impact on the activities and operation of the company is remote. The Directors believe that the risk mitigation actions taken in relation to climate risk by the group are appropriate measures in managing direct or indirect risks posed by climate change. Including the risk to the company of being able to access financing at competitive rates where borrowings could become sustainability linked. Based on the climate risk assessment performed by the group, the risk attached to the recoverability of intercompany balances is considered to be remote.

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, 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.

The Company is a member of the group of companies (the "Group") whose ultimate holding company is Diageo plc ("Diageo"). In accordance with the requirements of UK company law, Diageo has included in its 2023 Annual Report and Accounts on page 9 a statement as to how the directors of Diageo have had regard to the matters set out in Section 172 of the Companies Act 2006.

In order to ensure consistency in how the Group operates with regard to its wider stakeholders, the Group has adopted an internal Code of Business Conduct alongside a comprehensive framework of global policies and standards that are designed to ensure, amongst other things, that all companies throughout the Group, including the Company, have regard to its wider stakeholders in a consistent manner.

The Company has therefore had regard to the matters set out in Section 172 of the Act in a manner that is consistent with the approach adopted by Diageo, while at the same time ensuring the directors of the Company are fulfilling their duties.   

Independent review

This interim report has not been audited or reviewed by auditors.

Statement of Directors' responsibilities

The Directors confirm that this condensed set of interim financial information has been prepared in accordance with Financial Reporting Standard 104: Interim Financial Reporting, issued by the Financial Reporting Council, and that the interim management report includes a fair review of the information required by DTR 4.2.7R and DTR 4.2.8R namely:

•     an indication of important events that have occurred during the first six months of the financial year and their impact on the condensed set of financial statements, and a description of the principal risks and uncertainties for the remaining six months of the financial year, and

•     material related party transactions in the first six months of the financial year and any material changes in the related party transactions described in the last annual report.

The Directors of the company are listed in the company's annual report and financial statements for the year ended 30 June 2023.

James Edmunds

Director

27 March 2023

INCOME STATEMENT (UNAUDITED)

STATEMENT OF COMPREHENSIVE INCOME (UNAUDITED)