Correspondence 0000835403-24-000017 from DIAGEO PLC (DEO, DGEAF) (CIK 0000835403) (DEO)
DIAGEO PLC (DEO, DGEAF) (CIK 0000835403)
Date: April 19, 2024 · CIK: 0000835403 · Accession: 0000835403-24-000017
AI Filing Summary & Sentiment
File numbers found in text: 001-10691
Referenced dates: April 5, 2024
Letter
Document
April 19, 2024
By EDGAR Submission
Securities and Exchange Commission
100 F. Street, N.E.
Washington, D.C. 20549
Attention:
Eiko Yaoita Pyles
Melissa Gilmore
Division of Corporation Finance, Office of Manufacturing
Re: Diageo plc
Form 20-F for the fiscal year ended June 30, 2023
Filed August 3, 2023
File No. 001-10691
Ladies and Gentleman,
Diageo plc (“Diageo” or “we”) is submitting this letter in response to the written comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated April 5, 2024 (the “Comment Letter”), on Diageo’s Annual Report on Form 20-F filed with the Commission on August 3, 2023 for the fiscal year ended June 30, 2023 (the “Form 20-F”).
Set forth below is the heading and text of the Staff’s comment followed by our response.
Operating results 2023 compared with 2022
Income statement, page 66
We note that the line items for “Adjusted” columns of the template form of the table you provided in response to prior comment 1, appear to present a substantially full income statement of non-GAAP measures. Please tell us your consideration of Question 102.10 of the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures and Item 10(e)(1)(i)(A) of Regulation S-K and tell us how you will apply the guidance accordingly in future filings.
Response
We respectfully acknowledge the Staff’s comment and respectfully advise the Staff that we have now removed the "Adjusted" columns of Exhibit A as a template form of the table that the Company intends to use going forward. The intention of the table is to explain the movements between selected prior year income statement line items and the current year. To address the requirements of Compliance and Disclosure Question 102.10 and Item 10(e)(1)(i)(A) of Regulation S-K, we have labelled the table as "Key financials - certain line items" and have excluded various lines from the income statement. The year ended 30 June 2022 and 30 June 2023 reported columns for the line items presented now agree directly to our GAAP income statement, and the columns in between have been labelled as movements between the prior period and current period. We have added a footnote which makes it clear the reported figures agree to our GAAP income statement.
* * *
Please do not hesitate to contact me at Lavanya.Chandrashekar@diageo.com with any questions or comments you may have.
Very truly yours,
/s/ Lavanya Chandrashekar
Show Raw Text
CORRESP 1 filename1.htm Document April 19, 2024 By EDGAR Submission Securities and Exchange Commission 100 F. Street, N.E. Washington, D.C. 20549 Attention: Eiko Yaoita Pyles Melissa Gilmore Division of Corporation Finance, Office of Manufacturing Re: Diageo plc Form 20-F for the fiscal year ended June 30, 2023 Filed August 3, 2023 File No. 001-10691 Ladies and Gentleman, Diageo plc (“Diageo” or “we”) is submitting this letter in response to the written comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated April 5, 2024 (the “Comment Letter”), on Diageo’s Annual Report on Form 20-F filed with the Commission on August 3, 2023 for the fiscal year ended June 30, 2023 (the “Form 20-F”). Set forth below is the heading and text of the Staff’s comment followed by our response. Operating results 2023 compared with 2022 Income statement, page 66 We note that the line items for “Adjusted” columns of the template form of the table you provided in response to prior comment 1, appear to present a substantially full income statement of non-GAAP measures. Please tell us your consideration of Question 102.10 of the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures and Item 10(e)(1)(i)(A) of Regulation S-K and tell us how you will apply the guidance accordingly in future filings. Response We respectfully acknowledge the Staff’s comment and respectfully advise the Staff that we have now removed the "Adjusted" columns of Exhibit A as a template form of the table that the Company intends to use going forward. The intention of the table is to explain the movements between selected prior year income statement line items and the current year. To address the requirements of Compliance and Disclosure Question 102.10 and Item 10(e)(1)(i)(A) of Regulation S-K, we have labelled the table as "Key financials - certain line items" and have excluded various lines from the income statement. The year ended 30 June 2022 and 30 June 2023 reported columns for the line items presented now agree directly to our GAAP income statement, and the columns in between have been labelled as movements between the prior period and current period. We have added a footnote which makes it clear the reported figures agree to our GAAP income statement. * * * Please do not hesitate to contact me at Lavanya.Chandrashekar@diageo.com with any questions or comments you may have. Very truly yours, /s/ Lavanya Chandrashekar Lavanya Chandrashekar Chief Financial Officer Cc: Tom Shropshire, General Counsel and Company Secretary Connie Milonakis (Davis Polk & Wardwell London LLP) Scott Berryman (PricewaterhouseCoopers LLP) Exhibit A Proposed illustrative reformatted and renamed “Key financials––certain line items” table (using as a reference, information from our 2023 “Income Statement” table in our Annual Report on Form 20-F for the Fiscal Year Ended June 30, 2023 filed on August 3, 2023): Year-on-year movements Key financials – certain line items Reported 30 June 2022 £ million Exceptional operating items £ million Exchange £ million Acquisitions and disposals £ million Organic movement £ million Fair value remeasurement £ million Hyperinflation £ million Reported 30 June 2023 £ million Sales 22,448 — 588 (683) 1,091 — 71 23,515 Excise duties (6,996) — 114 569 (122) — 33 (6,402) Net sales 15,452 — 702 (114) 969 — 104 17,113 Cost of sales (5,973) (67) (363) 84 (522) 5 (63) (6,899) Gross profit 9,479 (67) 339 (30) 447 5 41 10,214 Marketing (2,721) — (151) (15) (152) (1) (11) (3,051) Other operating items (2,349) (167) (66) (16) 26 49 (8) (2,531) Operating profit 4,409 (234) 122 (61) 321 53 22 4,632 Other line items: Non-operating items (17) 328 Taxation (1,049) (970) Reported figures included in the table above have been extracted from the income statement for the years ended June 30, 2022 and June 30, 2023