Bond Diaego 1.125% ( US25243YAT64 ) in USD

Diaego

100 % ⇌

United Kingdom

US25243YAT64 ( in USD )

1.125% per year ( payment 2 times a year)

29/04/2018 - Bond has expired

Prospectus brochure of the bond Diageo US25243YAT64 in USD 1.125%, expired

1 000 USD

650 000 000 USD

25243YAT6

NR

NR

Diageo is a British multinational alcoholic beverage company headquartered in London, producing and distributing a wide portfolio of spirits and beers including Johnnie Walker, Smirnoff, Guinness, and Captain Morgan.

The Bond issued by Diaego ( United Kingdom ) , in USD, with the ISIN code US25243YAT64, pays a coupon of 1.125% per year.
The coupons are paid 2 times per year and the Bond maturity is 29/04/2018

The Bond issued by Diaego ( United Kingdom ) , in USD, with the ISIN code US25243YAT64, was rated NR by Moody's credit rating agency.

The Bond issued by Diaego ( United Kingdom ) , in USD, with the ISIN code US25243YAT64, was rated NR by Standard & Poor's ( S&P ) credit rating agency.

http://www.sec.gov/Archives/edgar/data/835403/000104746913004860/...
424B5 1 a2214650z424b5.htm 424B5
QuickLinks -- Click here to rapidly navigate through this document
Filed pursuant to Rule 424(b)(5)
Registration Statement No. 333-179426
CALCULATION OF REGISTRATION FEE

Maximum Aggregate
Amount of
Title of Each Class of Securities Offered

Offering Price

Registration Fee(1)

0.625% Notes due 2016

$750,000,000

$102,300

1.125% Notes due 2018

$650,000,000

$88,660

2.625% Notes due 2023

$1,350,000,000

$184,140

3.875% Notes due 2043

$500,000,000

$68,200

Guarantee of 0.625% Notes due 2016

--

(2)

Guarantee of 1.125% Notes due 2018

--

(2)

Guarantee of 2.625% Notes due 2023

--

(2)

Guarantee of 3.875% Notes due 2043

--

(2)

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933.
(2)
Pursuant to Rule 457(n), no separate fee is payable with respect to the guarantees.
1 of 121
4/25/2013 4:00 PM

http://www.sec.gov/Archives/edgar/data/835403/000104746913004860/...
PROSPECTUS SUPPLEMENT
(To Prospectus dated February 8, 2012)
Diageo Capital plc
$750,000,000
0.625% Notes due 2016
$650,000,000
1.125% Notes due 2018
$1,350,000,000
2.625% Notes due 2023
$500,000,000
3.875% Notes due 2043
Each Guaranteed as to the Payment of Principal and Interest by
Diageo plc
Diageo Capital plc will pay interest on the 0.625% Notes due 2016 (the "2016 notes") on April 29 and October 29 of each year, beginning on October 29, 2013. The 2016 notes will mature on April 29, 2016.
Diageo Capital plc will pay interest on the 1.125% Notes due 2018 (the "2018 notes") on April 29 and October 29 of each year, beginning on October 29, 2013. The 2018 notes will mature on April 29, 2018.
Diageo Capital plc will pay interest on the 2.625% Notes due 2023 (the "2023 notes") on April 29 and October 29 of each year, beginning on October 29, 2013. The 2023 notes will mature on April 29, 2023.
Diageo Capital plc will pay interest on the 3.875% Notes due 2043 (the "2043 notes") on April 29 and October 29 of each year, beginning on October 29, 2013. The 2043 notes will mature on April 29, 2043. In this
prospectus supplement, we refer to the 2016 notes, the 2018 notes, the 2023 notes and the 2043 notes col ectively as the "notes".
Diageo Capital plc may redeem the notes, in whole or in part, at any time and from time to time at the applicable redemption prices described herein. Diageo Capital plc may also redeem the notes, in whole but not in
part, at any time at 100% of their principal amount plus accrued interest upon the occurrence of certain tax events described in this prospectus supplement and the attached prospectus.
See "Risk Factors" beginning on page 2 of the attached prospectus for a discussion of certain factors you should consider before investing in the notes.

Underwriting
Proceeds, Before
Discounts and
Expenses, to

Price to Public(1)
Commissions
Diageo Capital plc(2)

Per 2016 note
99.816% 0.200% 99.616%
Total for 2016 notes
$748,620,000 $1,500,000 $747,120,000
Per 2018 note
99.430% 0.300% 99.130%
Total for 2018 notes
$646,295,000 $1,950,000 $644,345,000
Per 2023 note
99.755% 0.400% 99.355%
Total for 2023 notes
$1,346,692,500
$5,400,000 $1,341,292,500
Per 2043 note
98.533% 0.750% 97.783%
Total for 2043 notes
$492,665,000 $3,750,000 $488,915,000

Total for all notes
$3,234,272,500 $12,600,000 $3,221,672,500

(1)
Plus accrued interest, if any, from April 29, 2013, if settlement occurs after that date.
(2)
The underwriters will reimburse us for certain expenses relating to this transaction. See "Underwriting".
Interest on the notes will accrue from April 29, 2013.
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus supplement or the attached
prospectus. Any representation to the contrary is a criminal offense.
Application will be made to list the notes on the New York Stock Exchange. Trading on the New York Stock Exchange is expected to commence within 30 days after delivery of the notes.
The underwriters expect to deliver the notes in book-entry form through the facilities of The Depository Trust Company, or DTC, and its participants, including Euroclear Bank S.A./N.V., or Euroclear, and Clearstream
Banking, société anonyme, or Clearstream, Luxembourg, against payment in New York, New York on or about April 29, 2013.
2 of 121
4/25/2013 4:00 PM

http://www.sec.gov/Archives/edgar/data/835403/000104746913004860/...
Joint Book-Running Managers
Barclays

BofA Merrill Lynch
Goldman, Sachs & Co.
J.P. Morgan

Santander
Standard Chartered Bank
UBS Investment Bank
The date of this prospectus supplement is April 24, 2013.
3 of 121
4/25/2013 4:00 PM

http://www.sec.gov/Archives/edgar/data/835403/000104746913004860/...
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
INCORPORATION OF INFORMATION WE FILE WITH THE SEC

S-2
SUMMARY
S-3
THE OFFERING
S-6
CAPITALIZATION
S-9
USE OF PROCEEDS
S-11
EXCHANGE RATES
S-12
DESCRIPTION OF NOTES
S-13
UNDERWRITING
S-16
TAXATION
S-19
CLEARANCE AND SETTLEMENT
S-20
EXPERTS
S-21
PROSPECTUS

ABOUT THIS PROSPECTUS
1
RISK FACTORS

2
WHERE YOU CAN FIND MORE INFORMATION ABOUT US

8
ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES

9
DIAGEO PLC

9
DIAGEO INVESTMENT CORPORATION

9
DIAGEO CAPITAL PLC
10
DIAGEO FINANCE B.V.
10
USE OF PROCEEDS
11
LEGAL OWNERSHIP
11
DESCRIPTION OF DEBT SECURITIES AND GUARANTEES

13
DESCRIPTION OF WARRANTS
39
DESCRIPTION OF PURCHASE CONTRACTS

41
DESCRIPTION OF UNITS
42
DESCRIPTION OF PREFERENCE SHARES

42
DESCRIPTION OF ORDINARY SHARES
44
DESCRIPTION OF AMERICAN DEPOSITARY SHARES

52
CLEARANCE AND SETTLEMENT
59
TAXATION
63
PLAN OF DISTRIBUTION
92
VALIDITY OF SECURITIES
94
EXPERTS
94
EXPENSES
94
You should only rely on the information contained or incorporated by reference in this prospectus supplement and the attached prospectus. We have not,
and the underwriters have not, authorized any other person to provide you with different information. We are not, and the underwriters are not, making an
offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information appearing in this
prospectus supplement and the attached prospectus, as well as information in documents incorporated by reference, is accurate as of any date other than the
date on the front of these documents. Our business, financial condition, results of operations and prospects may have changed since that date.
S-1
4 of 121
4/25/2013 4:00 PM

http://www.sec.gov/Archives/edgar/data/835403/000104746913004860/...
INCORPORATION OF INFORMATION WE FILE WITH THE SEC
The Securities and Exchange Commission, or SEC, allows us to incorporate by reference the information we file with them. This means:
·
incorporated documents are considered part of this prospectus supplement and the attached prospectus;
·
we can disclose important information to you by referring you to those documents; and
·
information that we file with the SEC will automatically update and supersede this prospectus supplement and the attached prospectus.
We incorporate by reference the documents listed below which we filed with the SEC under the Securities Exchange Act of 1934, or the Exchange Act:
·
Diageo's Annual Report on Form 20-F for the year ended June 30, 2012;
·
Diageo's Report on Form 6-K filed with the SEC on August 22, 2012;
·
Diageo's Report on Form 6-K filed with the SEC on January 14, 2013;
·
Diageo's Report on Form 6-K filed with the SEC on February 6, 2013; and
·
Diageo's Report on Form 6-K filed with the SEC on April 12, 2013.
Furthermore, we incorporate by reference each of the following documents that we will file with the SEC after the date of this prospectus supplement but before
the end of the notes offering:
·
any reports on Form 6-K filed by us pursuant to the Exchange Act that indicate on their cover page that we will incorporate them by reference; and
·
reports filed under Sections 13(a) and (c) of the Exchange Act.
You may request a copy of any filings referred to above (excluding exhibits), at no cost, by contacting us at the following address:
Diageo plc
Lakeside Drive, Park Royal
London NW10 7HQ
England
Tel. No.: 011-44-(0)20-8978-6000
S-2
5 of 121
4/25/2013 4:00 PM

http://www.sec.gov/Archives/edgar/data/835403/000104746913004860/...
SUMMARY
This summary does not contain all of the information that is important to you. You should read carefully the entire prospectus supplement, the attached
prospectus and the additional documents incorporated by reference herein for more information on Diageo and recent transactions involving Diageo.
In this prospectus supplement, the terms "we", "our" and "us" refer to Diageo plc, or Diageo, and Diageo Capital plc, or Diageo Capital. Diageo Capital is the
issuer of the notes and Diageo is the guarantor of the notes.
Diageo plc
Diageo is the world's leading premium drinks business, operating globally across spirits, beer and wine. Diageo was the ninth largest publicly quoted company in
the United Kingdom in terms of market capitalization on April 19, 2013, with a market capitalization of approximately £49.6 billion. Diageo was formed by the merger
of Grand Metropolitan Public Limited Company and Guinness PLC that became effective on December 17, 1997. Diageo is incorporated as a public limited company i
England and Wales. Diageo's principal executive office is located at Lakeside Drive, Park Royal, London NW10 7HQ, England and its telephone number is +44 (0)20
8978 6000.
Diageo is a major participant in the branded beverage alcohol industry and operates globally. It brings together world-class brands and a management team
committed to the maximization of shareholder value. The management team expects to continue its strategy of investing in global brands, expanding internationally and
launching innovative new products and brands.
Diageo produces and distributes a leading collection of branded premium spirits, beer and wine. The wide range of premium brands it produces and distributes
includes Johnnie Walker Scotch whiskies, Smirnoff vodka and ready to drink products, Baileys Original Irish Cream liqueur, Crown Royal Canadian whisky, Captain
Morgan rum and rum-based products, J&B Scotch whisky, Buchanan's Scotch whisky, Windsor Premier Scotch whisky, Cîroc vodka, Tanqueray gin, Bushmills Irish
whisky and Guinness stout. In addition, it also has exclusive worldwide distribution rights for Ketel One vodka.
You can find a more detailed description of Diageo's business and recent transactions in Diageo's Annual Report on Form 20-F for the fiscal year ended June 30,
2012, which is incorporated by reference in this prospectus supplement and the attached prospectus. Information about Diageo Capital, a wholly owned finance
subsidiary of Diageo and a public limited company incorporated under the laws of Scotland, is provided under "Diageo Capital plc" in the attached prospectus.
Recent Developments
Diageo issued its interim management statement on April 18, 2013, which disclosed, among other things, that:
In the nine months ended March 31, 2013, Diageo delivered 5% organic net sales growth with volume up 1%, as compared against the prior year period. In the
three months ended March 31, 2013, Diageo delivered 4% organic net sales growth with volume down 1% and strong price/mix, as compared to the prior year period.
By region, organic net sales growth for the nine month period ended March 31, 2013, compared to the prior year period was:
·
North America 6%
·
Western Europe (4)%
·
Africa, Eastern Europe and Turkey 9%

S-3
6 of 121
4/25/2013 4:00 PM

http://www.sec.gov/Archives/edgar/data/835403/000104746913004860/...

·
Latin America and Caribbean 14%
·
Asia Pacific 4%
Reported net sales grew 7% in the three months ended March 31, 2013, against the comparable prior period, benefitting from the acquisition of Shui Jing Fang and
Ypioca and a small positive foreign exchange impact. Reported net sales growth in the nine months ended March 31, 2013 was 6%, also against the comparable prior
period.
Net assets were £7,670 million at March 31, 2013, compared with £7,448 million at December 31, 2012. Net borrowings were £8,431 million at March 31, 2013
compared with £7,897 million at December 31, 2012.
Please see "Business Review--Introduction--Presentation of information in relation to the business" in Diageo's Annual Report on Form 20-F for the year ended
June 30, 2012 for a discussion of non-GAAP performance indicators, including organic movements in net sales and volume, used by the management of Diageo and its
consolidated subsidiaries, which we refer to together as the group. The organic movement calculations for net sales and volume for the three month period and the nine
month period ended March 31, 2013 were as follows:
Q3 FY2012
Q3 FY2013
Reported Net
Q3 FY2012
Q3 FY2013
Organic
Reported
Organic
Sales

Exchange

Disposals

Acquisitions

Disposals

Movement

Net Sales

Movement

£ million

£ million

£ million

£ million

£ million

£ million

£ million

%

2,121
34
(8)
47
6
79
2,279
3.7

Nine
Nine
Months
Nine
Nine
Months
Ended
Months
Months
Ended
March 31,
Ended
Ended
March 31,
2012
March 31,
March 31,
2013
Reported
2012
2013
Organic
Reported
Organic

Net Sales
Exchange
Disposals
Acquisitions
Disposals
Movement
Net Sales
Movement

£ million

£ million

£ million

£ million

£ million

£ million

£ million

%

North
America
2,512
3
(9)
--
6
142
2,654
5.7
Western
Europe
1,742
(51)
--
1
--
(74)
1,618
(4.4)
Africa, Eastern Europe and
Turkey
1,520
(28)
--
59
--
137
1,688
9.2
Latin America and
Caribbean

897
(33)
--
42
--
120
1,026
13.9
Asia
Pacific
1,156
2
--
79
--
41
1,278
3.6
Corporate

51
(1)
--
--
--
4
54
8.0

7,878
(108)
(9)
181
6
370
8,318
4.8

Q3 FY2012
Q3 FY2012
Q3 FY2013
Organic
Q3 FY2013
Organic
Reported Volume

Disposals

Acquisitions

Disposals

Movement

Reported Volume

Movement

units million

units million

units million

units million

units million

units million

%

30.5
(0.1)
1.4
0.1
(0.2)

31.7
(0.7)

Nine Months
Nine Months
Nine Months
Nine Months
Ended
Ended
Ended
Ended
March 31, 2012
March 31, 2012
March 31, 2013
Organic
March 31, 2013
Organic
Reported Volume

Disposals

Acquisitions

Disposals

Movement

Reported Volume

Movement

units million

units million

units million

units million

units million

units million

%

114.6
(0.1)
5.3
0.1
0.6

120.5
0.5

Please see "Capitalization" on page S-9 for a discussion of changes to the group's net borrowings since December 31, 2012.

S-4
7 of 121
4/25/2013 4:00 PM

http://www.sec.gov/Archives/edgar/data/835403/000104746913004860/...

Diageo, consistent with its current strategy, will continue to focus on growing its brands on a worldwide basis and expects to make selective acquisitions in both
its developed and emerging markets. Diageo explores the potential to make acquisitions on an ongoing basis and is currently evaluating a number of such opportunities
of which some could be significant although no agreements or commitments with respect to any significant acquisitions currently exist. Funds for any such acquisitions
would be drawn from internally generated cash, bank borrowings or the issuance of equity or debt securities (in an amount that cannot now be determined) and the
proceeds of any potential disposals. No material disposals are currently contemplated.
In evaluating financing of any such acquisitions, Diageo's management remains committed to enhancing shareholder value in the long term, both by investing in the
businesses and brands so as to improve the return on investment and by managing the group's capital structure. Diageo manages its capital structure to achieve capital
efficiency, maximize flexibility and give the appropriate level of access to debt markets at attractive cost levels. This is achieved by targeting a range of ratios which
are currently broadly consistent with an A band credit rating. Diageo would consider modifying these ratios in the medium term in order to effect strategic initiatives
within its stated goals, which could have an impact on its rating. If Diageo's ratings were to be negatively impacted by the financing of an acquisition, it would seek
over time to return to such ratios that are consistent with an A band credit rating.

S-5
8 of 121
4/25/2013 4:00 PM

http://www.sec.gov/Archives/edgar/data/835403/000104746913004860/...
THE OFFERING
Please refer to "Description of Notes" on page S-13 of this prospectus supplement and "Description of Debt Securities and Guarantees" on page 13 of the
attached prospectus for more information about the notes.
Notes
$750,000,000 aggregate principal amount of 0.625% Notes due 2016.

$650,000,000 aggregate principal amount of 1.125% Notes due 2018.

$1,350,000,000 aggregate principal amount of 2.625% Notes due 2023.

$500,000,000 aggregate principal amount of 3.875% Notes due 2043.
Issuer
Diageo Capital
Guarantee
The notes will be guaranteed by Diageo as to the payment of principal, premium (if any) and interest, including any
additional amounts that may be payable.
Maturity
We will pay the 2016 notes at 100% of their principal amount plus accrued interest on April 29, 2016.

We will pay the 2018 notes at 100% of their principal amount plus accrued interest on April 29, 2018.

We will pay the 2023 notes at 100% of their principal amount plus accrued interest on April 29, 2023.

We will pay the 2043 notes at 100% of their principal amount plus accrued interest on April 29, 2043.
Interest Rates
The 2016 notes will bear interest at a rate of 0.625% per annum.

The 2018 notes will bear interest at a rate of 1.125% per annum.

The 2023 notes will bear interest at a rate of 2.625% per annum.

The 2043 notes will bear interest at a rate of 3.875% per annum.
Interest Payment Dates
April 29 and October 29 of each year, commencing on October 29, 2013.
Optional Redemption
We have the right to redeem, in whole or in part, (i) the 2016 notes and the 2018 notes at any time and from time to time,
(ii) the 2023 notes at any time and from time to time prior to January 29, 2023 (the date that is three months prior to the
maturity date of the 2023 notes), and (iii) the 2043 notes at any time and from time to time prior to October 29, 2042 (the
date that is six months prior to the maturity date of the 2043 notes), in each case at a redemption price equal to the greater o
(1) 100% of the principal amount of such notes plus accrued interest to the date of redemption and (2) as determined by the
quotation agent, the sum of the present values of the remaining scheduled payments of principal and interest on such notes
(excluding any portion of such payments of interest accrued as of the date of redemption) discounted to the redemption date
on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the adjusted treasury rate, plus 5
basis points for the 2016 notes, 10 basis points for the 2018 notes, 15 basis points for the 2023 notes and 15 basis points fo
the 2043 notes and, in each case, accrued interest to the date of redemption.

S-6
9 of 121
4/25/2013 4:00 PM

http://www.sec.gov/Archives/edgar/data/835403/000104746913004860/...

In addition, we have the right to redeem, in whole or in part, (i) the 2023 notes at any time and from time to time on or after
January 29, 2023 (the date that is three months prior to the maturity date of the 2023 notes), and (ii) the 2043 notes at any
time and from time to time on or after October 29, 2042 (the date that is six months prior to the maturity date of the 2043
notes), in each case at a redemption price equal to 100% of the principal amount of such notes plus accrued interest to the
date of redemption.

For more information, see "Description of Notes--Optional Redemption."
Regular Record Dates
April 15 and October 15 of each year.
Ranking
The notes will constitute unsecured and unsubordinated indebtedness of Diageo Capital and will rank equally with all other
unsecured and unsubordinated indebtedness from time to time outstanding.

The guarantees will constitute unsecured and unsubordinated indebtedness of Diageo and will rank equally with all other
unsecured and unsubordinated indebtedness from time to time outstanding.
Tax Redemption
In the event of various tax law changes and other limited circumstances that require us to pay additional amounts as
described under "Description of Debt Securities and Guarantees--Special Situations--Optional Tax Redemption" in the
attached prospectus, we may call all, but not less than all, of a series of notes for redemption prior to maturity.
Listing
Application will be made to list the notes on the New York Stock Exchange. Trading on the New York Stock Exchange is
expected to commence within 30 days after delivery of the notes.

S-7
10 of 121
4/25/2013 4:00 PM