Obligation Diaego 3% ( US25243YAX76 ) en USD

Diaego

100 % ▼

Royaume-Uni

US25243YAX76 ( en USD )

3% par an ( paiement semestriel )

18/05/2020 - Obligation échue

Prospectus brochure de l'obligation Diageo US25243YAX76 en USD 3%, échue

200 000 USD

500 000 000 USD

25243YAX7

N/A

Diageo est une entreprise multinationale britannique de boissons alcoolisées, propriétaire de marques telles que Johnnie Walker, Smirnoff, Guinness, et Captain Morgan.

L'Obligation émise par Diaego ( Royaume-Uni ) , en USD, avec le code ISIN US25243YAX76, paye un coupon de 3% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 18/05/2020

424B5
424B5 1 d583320d424b5.htm 424B5
Table of Contents
CALCULATION OF REGISTRATION FEE

Title of Each Class of
Maximum Aggregate
Amount of
Securities Offered

Offering Price

Registration Fee(1)
Floating Rate Notes due 2020

$500,000,000

$62,250
3.000% Notes due 2020

$500,000,000

$62,250
3.500% Notes due 2023

$500,000,000

$62,250
3.875% Notes due 2028

$500,000,000

$62,250
Guarantee of Floating Rate Notes due 2020

--

(2)
Guarantee of 3.000% Notes due 2020

--

(2)
Guarantee of 3.500% Notes due 2023

--

(2)
Guarantee of 3.875% Notes due 2028

--

(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.
Table of Contents
Filed pursuant to Rule 424(b)(5)
Registration Statement No. 333-224340
PROSPECTUS SUPPLEMENT
(To Prospectus dated April 19, 2018)

Diageo Capital plc
$500,000,000 Floating Rate Notes due 2020
$500,000,000 3.000% Fixed Rate Notes due 2020
$500,000,000 3.500% Fixed Rate Notes due 2023
$500,000,000 3.875% Fixed Rate Notes due 2028
Each Guaranteed as to the Payment of Principal and Interest by
Diageo plc

Diageo Capital plc will pay interest on the Floating Rate Notes due 2020 (the "floating rate notes") at a rate equal to LIBOR (as defined herein), as
determined on the applicable Interest Determination Date (as defined herein), which will be reset quarterly on each Interest Reset Date (as defined herein),
plus 0.240%. Diageo Capital plc will pay interest on the floating rate notes on February 18, May 18, August 18 and November 18 of each year, beginning
on August 18, 2018. The floating rate notes will mature on May 18, 2020.
Diageo Capital plc will pay interest on the 3.000% Fixed Rate Notes due 2020 (the "2020 notes") on May 18 and November 18 of each year, beginning on
November 18, 2018. The 2020 notes will mature on May 18, 2020.
Diageo Capital plc will pay interest on the 3.500% Fixed Rate Notes due 2023 (the "2023 notes") on March 18 and September 18 of each year, beginning
on September 18, 2018 (short first coupon payment date). The 2023 notes will mature on September 18, 2023.
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Diageo Capital plc will pay interest on the 3.875% Fixed Rate Notes due 2028 (the "2028 notes", and together with the 2020 notes and the 2023 notes, the
"fixed rate notes") on May 18 and November 18 of each year, beginning on November 18, 2018. The 2028 notes will mature on May 18, 2028.
In this prospectus supplement, we refer to the floating rate notes and the fixed rate notes collectively as the "notes".
Diageo Capital plc may redeem the notes of each series, in whole or in part, at the times or during the periods and at the applicable redemption prices
described herein. Diageo Capital plc may also redeem the notes of each series, 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 herein.
Diageo Capital plc is a 100% owned finance subsidiary of Diageo plc. The notes will be fully and unconditionally guaranteed by Diageo plc as to the due
and punctual payment of principal, premium (if any) and interest on the notes, including any additional amounts that may be payable, when and as such
payments become due and payable, whether at maturity, upon redemption or declaration of acceleration, or otherwise. The notes will constitute unsecured
and unsubordinated indebtedness of Diageo Capital plc and will rank equally with all of its other unsecured and unsubordinated indebtedness from time to
time outstanding. The guarantees will constitute unsecured and unsubordinated indebtedness of Diageo plc and will rank equally with all of its other
unsecured and unsubordinated indebtedness from time to time outstanding.
Table of Contents
Application will be made to the Financial Conduct Authority in its capacity as competent authority (the "UK Listing Authority") for the notes to be
admitted to the official list of the UK Listing Authority (the "Official List") and to the London Stock Exchange plc (the "London Stock Exchange") for
such notes to be admitted to trading on the London Stock Exchange's regulated market (the "Market"). References in this prospectus to the notes being
"listed" (and all related references) shall mean that such notes have been admitted to trading on the Market and have been admitted to the Official List. The
Market is a regulated market for the purposes of European Directive 2014/65/EU ("MiFID II").
See "Risk Factors" beginning on page S-9 of this prospectus supplement and "Risk Factors" on page 2 of the attached
prospectus for a discussion of certain factors you should consider before investing in the notes.
Neither the Securities and Exchange Commission nor any state securities 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.

Underwriting
Proceeds, Before
Price to
Discounts and
Expenses, to

Public(1)

Commissions
Diageo Capital plc
Per floating rate note

100%

0.125%

99.875%
Total for floating rate notes

$
500,000,000
$
625,000
$
499,375,000
Per 2020 note

99.948%

0.125%

99.823%
Total for 2020 notes

$
499,740,000
$
625,000
$
499,115,000
Per 2023 note

99.777%

0.230%

99.547%
Total for 2023 notes

$
498,885,000
$
1,150,000
$
497,735,000
Per 2028 note

99.631%

0.330%

99.301%
Total for 2028 notes

$
498,155,000
$
1,650,000
$
496,505,000

Total for all notes

$ 1,996,780,000
$
4,050,000
$
1,992,730,000

(1)
Plus accrued interest, if any, from May 18, 2018 if settlement occurs after that date.
The underwriters expect to deliver the notes in book-entry form through the facilities of The Depository Trust Company ("DTC"), and its participants,
including Euroclear Bank S.A./N.V. ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream, Luxembourg"), against payment in New
York, New York on or about May 18, 2018.

Joint Book-Running Managers

Barclays

BofA Merrill Lynch

Goldman Sachs & Co. LLC
Santander

Standard Chartered Bank

UBS Investment Bank
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The date of this prospectus supplement is May 15, 2018.
Table of Contents
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT

INCORPORATION OF INFORMATION WE FILE WITH THE SEC

S-2
SUMMARY

S-3
THE OFFERING

S-4
RISK FACTORS

S-9
CAPITALIZATION

S-10
USE OF PROCEEDS

S-12
EXCHANGE RATES

S-13
DESCRIPTION OF NOTES

S-14
UNDERWRITING

S-19
CLEARANCE AND SETTLEMENT

S-24
EXPERTS

S-25
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
USE OF PROCEEDS
11
LEGAL OWNERSHIP
12
DESCRIPTION OF DEBT SECURITIES AND GUARANTEES
14
DESCRIPTION OF WARRANTS
30
DESCRIPTION OF PURCHASE CONTRACTS
32
DESCRIPTION OF UNITS
33
DESCRIPTION OF PREFERENCE SHARES
34
DESCRIPTION OF ORDINARY SHARES
35
DESCRIPTION OF AMERICAN DEPOSITARY SHARES
43
CLEARANCE AND SETTLEMENT
50
TAXATION
54
CERTAIN BENEFIT PLAN CONSIDERATIONS
75
PLAN OF DISTRIBUTION
76
VALIDITY OF SECURITIES
79
EXPERTS
79
EXPENSES
79

You should only rely on the information contained or incorporated by reference in this prospectus supplement and the attached prospectus or any
free writing prospectus to which we have referred you. 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 or soliciting any offers to purchase the notes in any
jurisdiction where such 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
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Table of Contents
INCORPORATION OF INFORMATION WE FILE WITH THE SEC
The Securities and Exchange Commission (the "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 (the "Exchange Act"):

· annual report on Form 20-F for the fiscal year ended June 30, 2017; and

· report on Form 6-K filed with the SEC on January 30, 2018, which contains unaudited condensed consolidated financial information for the

six months ended December 31, 2017.
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), 13(c), 14 or 15(d) 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
Table of Contents
SUMMARY
In this prospectus supplement, the terms "we", "our" and "us" refer to Diageo plc ("Diageo"), and Diageo Capital plc ("Diageo Capital"). Diageo
Capital is the issuer of the notes and Diageo is the guarantor of the notes.
Diageo is a global leader in beverage alcohol with an outstanding collection of brands across spirits and beer. Diageo was formed by the merger of
Grand Metropolitan Public Limited Company and Guinness PLC, which became effective on December 17, 1997. Diageo is incorporated as a public
limited company in England and Wales and its principal executive office is located at Lakeside Drive, Park Royal, London NW10 7HQ, England,
telephone 011-44-(0)20-8978-6000.
Diageo is a global company, and our products are sold in more than 180 countries around the world. The management team expects to continue to
invest in building our brands and routes to consumer and are committed to delivering long term profitable growth.
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, 2017, which is incorporated by reference in this prospectus supplement, or similar sections in subsequent filings incorporated by
reference in this prospectus supplement. Diageo's Annual Report on Form 20-F for the fiscal year ended June 30, 2017 and Report on Form 6-K filed
with the SEC on January 30, 2018 also present unaudited ratios of earnings to fixed charges for Diageo.
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, some of which 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.
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S-3
Table of Contents
THE OFFERING
The following is a summary of this prospectus supplement and should be read as an introduction to, and in conjunction with, the remainder of this
prospectus supplement, the accompanying prospectus and the documents incorporated by reference therein. You should base your investment decision
on a consideration of this prospectus supplement, the accompanying prospectus and the documents incorporated by reference therein, as a whole.
Words and expressions defined in "Description of Notes" below shall have the same meanings in this summary. Please refer to "Description of
Notes" on page S-14 of this prospectus supplement and "Description of Debt Securities and Guarantees" on page 14 of the attached prospectus for
more information about the notes.
General

Notes
$500,000,000 aggregate principal amount of Floating Rate Notes due 2020.

$500,000,000 aggregate principal amount of 3.000% Fixed Rate Notes due 2020.

$500,000,000 aggregate principal amount of 3.500% Fixed Rate Notes due 2023.

$500,000,000 aggregate principal amount of 3.875% Fixed Rate Notes due 2028.

Issuer
Diageo Capital.

Guarantees
The notes will be fully and unconditionally guaranteed by Diageo as to the due and punctual
payment of principal, premium (if any) and interest on the notes, including any additional
amounts and any and all other amounts under the Indenture, that may be payable, when and
as such payments become due and payable, whether at maturity, upon redemption or
declaration of acceleration, or otherwise.

Ranking
The notes will constitute unsecured and unsubordinated indebtedness of Diageo Capital and
will rank equally with all of its 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 of its other unsecured and unsubordinated indebtedness from time
to time outstanding.

Issue Date
May 18, 2018.

Maturity
We will pay the floating rate notes at 100% of their principal amount plus accrued interest on
May 18, 2020.

We will pay the 2020 notes at 100% of their principal amount plus accrued interest on May

18, 2020.

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

September 18, 2023.

We will pay the 2028 notes at 100% of their principal amount plus accrued interest on May

18, 2028.

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S-4
Table of Contents
Listing
Application will be made for the notes to be admitted to (i) the official list of the UK Listing
Authority and (ii) trading on the London Stock Exchange regulated market.

Governing Law
New York.
Terms Specific to the Floating Rate Notes

Floating Interest Rate
The interest rate on the floating rate notes (the "Floating Interest Rate") for the first Interest
Period will be equal to LIBOR, as determined on May 16, 2018 (the second London Banking
Day preceding the Issue Date) plus 0.240% per annum. Thereafter, the Floating Interest Rate
for any Interest Period will be equal to LIBOR, as determined on the applicable Interest
Determination Date, plus 0.240% per annum. The Floating Interest Rate will be reset
quarterly on each Interest Reset Date.

Floating Rate Interest Payment Dates
Quarterly in arrear on every February 18, May 18, August 18 and November 18 of each year,
commencing on August 18, 2018 and ending on the maturity date (each, a "Floating Rate
Interest Payment Date"); provided that if any scheduled Floating Rate Interest Payment Date,
other than the maturity date would fall on a day that is not a business day, the Floating Rate
Interest Payment Date will be postponed to the next succeeding business day, except that if
that business day falls in the next succeeding calendar month, the Floating Rate Interest
Payment Date will be the immediately preceding business day.

Interest Reset Dates
On every February 18, May 18, August 18 and November 18 of each year, commencing on
August 18, 2018 (each, an "Interest Reset Date"); provided that the Floating Interest Rate in
effect from (and including) May 18, 2018 to (but excluding) the first Interest Reset Date will
be the initial Floating Interest Rate. If any Interest Reset Date would fall on a day that is not a
business day, the Interest Reset Date will be postponed to the next succeeding business day,
except that if that business day falls in the next succeeding calendar month, the Interest Reset
Date will be the immediately preceding business day.

Interest Periods
The period beginning on, and including, a Floating Rate Interest Payment Date and ending
on, but not including, the next succeeding Floating Rate Interest Payment Date (each, an
"Interest Period"); provided that the first Interest Period will begin on, and include, May 18,
2018 and will end on, but not include August 18, 2018.

Interest Determination Dates
The Interest Determination Date for the first Interest Period will be May 16, 2018 (the
second London Banking Day preceding the Issue Date) and the Interest Determination Date
for each succeeding Interest Period will be on the second London Banking Day preceding the
applicable Interest Reset Date (each, an "Interest Determination Date"). "London Banking
Day" means any day on which dealings in U.S. dollars are transacted in the London
interbank market.

Day Count
Actual/360, Modified Following, Adjusted.

S-5
Table of Contents
Calculation of LIBOR
LIBOR will be determined by the Calculation Agent in accordance with the provisions set
forth below under "Description of NotesTerms Specific to the Floating Rate Notes."
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Calculation Agent
The Bank of New York Mellon, London Branch, or its successor appointed by Diageo.
Terms Specific to the Fixed Rate Notes

Interest Rates
The 2020 notes will bear interest at a rate of 3.000% per annum.

The 2023 notes will bear interest at a rate of 3.500% per annum.

The 2028 notes will bear interest at a rate of 3.875% per annum.

Interest Payment Dates
Semi-annually in arrear on every May 18 and November 18 of each year for the 2020 notes
and 2028 notes, commencing on November 18, 2018. Semi-annually in arrear on every
March 18 and September 18 of each year for the 2023 notes, commencing on September 18,
2018 (short first coupon payment date). If any scheduled interest payment date is not a
business day, we will pay interest on the next business day, but interest on that payment will
not accrue during the period from and after the scheduled interest payment date. If the
scheduled maturity date or date of redemption or repayment is not a business day, we may
pay interest and principal and premium, if any, on the next succeeding business day, but
interest on that payment will not accrue during the period from and after the scheduled
maturity date or date of redemption or repayment.

Day Count
30/360, Following, Unadjusted.

Optional Redemption
We have the right to redeem, in whole or in part, (i) the 2023 notes at any time and from
time to time prior to August 18, 2023 (the date that is one month prior to the maturity date of
the 2023 notes) and (ii) the 2028 notes at any time and from time to time prior to
February 18, 2028 (the date that is three months prior to the maturity date of the 2028 notes),
in each case at a redemption price equal to the greater of (1) 100% of the principal amount of
such notes plus accrued interest to but excluding 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 10 basis points for the 2023 notes and 15 basis points for the 2028 notes
plus, in each case, accrued interest to but excluding the date of redemption.

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 August 18, 2023 (the date that is one month prior to the
maturity date of the 2023 notes) and (ii) the 2028 notes at any time and from time to time on

or after February 18, 2028 (the date that is three months prior to the maturity date of the 2028
notes), in each case at a redemption price equal to 100% of the principal amount of such
notes plus accrued interest to but excluding the date of redemption.

S-6
Table of Contents

For more information, see "Description of Notes--Optional Redemption."
Terms Applicable to All Notes

Optional 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.

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Regular Record Dates
The close of business on the business day immediately preceding each applicable interest
payment date (or, if the notes are held in definitive form, the 15th business day preceding
each applicable interest payment date).

Book-Entry Issuance, Settlement and Clearance
Book-entry interests in the notes will be issued in minimum denominations of $200,000 and
in integral multiples of $1,000 in excess thereof.

The principal corporate trust office of the trustee in the City of New York is designated as
the principal paying agent. We may at any time designate additional paying agents or rescind

the designation of paying agents or approve a change in the office through which any paying
agent acts.

We will issue the notes in fully registered form. Each series of notes will be represented by
one or more global securities registered in the name of a nominee of DTC. You will hold
beneficial interests in the notes through DTC and its direct and indirect participants,
including Euroclear and Clearstream Luxembourg in book-entry form. We will not issue

certificated notes except in limited circumstances that we explain under "Legal Ownership--
Global Securities--Special Situations When the Global Security Will Be Terminated" in the
attached prospectus. For information on DTC's book-entry system, see "Clearance and
Settlement--The Clearing Systems--DTC" in the attached prospectus.

Use of Proceeds
We intend to use the proceeds from the sale of the notes for general corporate purposes.

Trustee and Principal Paying Agent
The Bank of New York Mellon, London Branch.

Risk Factors
You should carefully consider all of the information in this prospectus supplement and the
attached prospectus, which includes information incorporated by reference. In particular, you
should evaluate the specific factors under "Risk Factors" beginning on page S-9 of this
prospectus supplement and "Risk Factors" on page 2 of the attached prospectus for risks
involved with an investment in the notes.

Further Issues
We may, without the consent of the holders of any series of notes, issue additional notes
having the same ranking and same interest rate, maturity date, redemption terms and other
terms as the applicable series of notes described in this prospectus supplement except for the
price to the public and Issue Date. Any such additional notes, together with the applicable
series of notes offered by this prospectus supplement, will constitute a single series of
securities under the Indenture relating to the notes; provided that, if the additional notes are
not fungible for U.S. federal income tax

S-7
Table of Contents
purposes with the notes offered hereby, the additional notes will have a separate CUSIP or

other identifying number. There is no limitation on the amount of notes or other debt
securities that we may issue under that Indenture.

S-8
Table of Contents
RISK FACTORS
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Investing in the securities offered using this prospectus supplement involves risk. You should consider carefully the risks described below, together with the
risks described in the documents incorporated by reference into this prospectus supplement and any risk factors included in the attached prospectus,
before you decide to buy our securities. If any of these risks actually occur, our business, financial condition and results of operations could suffer, and the
trading price and liquidity of the securities offered using this prospectus could decline, in which case you may lose all or part of your investment.
There is no restriction on the amount or type of further securities or indebtedness that Diageo or its subsidiaries may issue, incur or guarantee.
There is no restriction on the amount or type of further securities or indebtedness that Diageo or its subsidiaries may issue, incur or guarantee, as the case
may be, that rank senior to, or pari passu with, the notes. Furthermore, the terms of the Indenture permit Diageo or its subsidiaries to incur secured debt.
The notes would also be effectively subordinated to any secured indebtedness or other liabilities. The issue or guaranteeing of any such further securities or
indebtedness may reduce the amount recoverable by holders of the notes upon bankruptcy, liquidation or reorganization, and may limit our ability to meet
obligations under the notes or guarantees. In addition, the notes do not contain any restriction on Diageo or its subsidiaries issuing securities that may have
preferential rights to the notes or securities with similar or different provisions to those described herein.
An increase in interest rates could result in a decrease in the relative value of the fixed rate notes.
In general, as market interest rates rise, notes bearing interest at a fixed rate generally decline in value because the premium, if any, over market interest
rates will decline. Consequently, if you purchase fixed rate notes and market interest rates increase, the market value of your fixed rate notes may decline.
We cannot predict the future level of market interest rates. Investors should consider these matters when making their investment decision with respect to
the fixed rate notes.
Certain risks related to the interest rate on the floating rate notes being based on the London Interbank Offered Rate.
LIBOR is the subject of ongoing national and international regulatory discussions and proposals for reform. Some of these reforms are already effective,
while others are still to be implemented. The Benchmark Regulation was published in the Official Journal of the European Union on June 29, 2016 and has
applied from January 1, 2018 (with the exception of provisions specified in Article 59 (mainly on critical benchmarks) that have applied since June 30,
2016). The Benchmark Regulation could have a material impact on the floating rate notes, in particular, if the methodology or other terms of LIBOR are
changed in order to comply with the terms of the Benchmark Regulation, and such changes could (among other things) have the effect of reducing or
increasing the rate or level, or affecting the volatility of the published rate or level, of LIBOR. In addition, on July 27, 2017, the UK Financial Conduct
Authority announced that it will no longer persuade or compel banks to submit rates for the calculation of the LIBOR benchmark after 2021. In the event
that LIBOR becomes unavailable prior to the maturity date of the floating rate notes, this may result in the effective application of a fixed rate for the
floating rate notes. Even prior to the implementation of any changes, uncertainty as to the nature of alternative reference rates may adversely affect LIBOR
during the term of the floating rate notes, the return on the floating rate notes and the trading market for the floating rate notes. Investors should consider
these matters when making their investment decision with respect to the floating rate notes.

S-9
Table of Contents
CAPITALIZATION AND INDEBTEDNESS
The following table sets forth, on an IFRS basis, the unaudited capitalization of Diageo as of December 31, 2017 and as adjusted to give effect to the
issuance of the notes (after deducting discounts and commissions and estimated net offering expenses). Other than the changes described in notes
(1) through (8) accompanying the table below and the changes which reflect the anticipated issuance of the notes and the application of the proceeds from
the notes, there has been no material change in the capitalization and indebtedness of Diageo since December 31, 2017.

As of December 31, 2017

As Adjusted for

Actual
the Offering

£ million
£ million

Short term borrowings and bank overdrafts (including current portion of
long term borrowings)

2,378

2,378

Long term borrowings

Due from one to five years

3,542

4,281
Due after five years

4,105

4,844

7,647

9,125

Finance lease obligations

165

165
Non-controlling interests

1,768

1,768

Equity attributable to the equity shareholders of the parent company

Share capital

789

789
Share premium

1,349

1,349
https://www.sec.gov/Archives/edgar/data/835403/000119312518166637/d583320d424b5.htm[5/18/2018 1:33:16 PM]

424B5
Capital redemption reserve

3,146

3,146
Fair value, hedging and exchange reserve

11

11
Own shares

(2,178)

(2,178)
Other retained earnings

6,805

6,805

9,922

9,922

Total capitalization

21,880

23,358

Cash and cash equivalents

920

2,392

(1)
Diageo intends to use the estimated net proceeds from this offering of $1,991,850,000 (see cover page of this prospectus supplement) for general
corporate purposes. For illustrative purposes, this table has been prepared based on the assumption that the offering will increase our long term
borrowings due from one to five years by £739 million, will increase our long term borrowings due after five years by £739 million and will increase
our cash and cash equivalents by £1,472 million.
(2)
As of April 30, 2018, 2,695,580,726 ordinary shares of 28 101/108 pence each were issued, all of which were fully paid, including shares issued,
shares issued and held in employee share trusts and those held as treasury shares. As of September 8, 2017, the group commenced a share buyback
programme to spend up to £1.5 billion to repurchase shares in the year ending June 30, 2018. At the time of completion of the share-buyback
programme in February 2018, the group had purchased 58,943,728 ordinary shares for a cost of £1,507 million (including £8 million of transaction
costs) and had funded the purchases through a combination of cash and the proceeds from the issuance of short term commercial paper.
(3)
There have been no material changes to performance guarantees or indemnities in respect of liabilities of third parties from those reported in
Diageo's Annual Report on Form 20-F for the year ended June 30, 2017.
(4)
As of December 31, 2017, £38 million of the group's net borrowings were secured on assets of the group. There has been no material change to such
secured borrowings since December 31, 2017.
(5)
On April 4, 2018, Diageo made an interim dividend payment of £613 million.

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(6)
On April 29, 2018, Diageo's $650 million 1.125% bond matured and was repaid. On May 15, 2018, Diageo's $200 million 4.850% bond matures.
The repayment of the bonds was or will be funded through borrowings under our commercial paper program and through use of cash and cash
equivalents.
(7)
Save as disclosed above, there has been no material change since December 31, 2017 in the group's net borrowings, performance guarantees,
indemnities and capitalization.
(8)
The adjustments to the table above to reflect the receipt and application of proceeds in the offering are based on an exchange rate of £1 = $1.3529,
the noon buying rate for December 31, 2017. Using the exchange rate of £1 = $1.3549, the noon buying rate for May 11, 2018, for the adjustments
to the table above to reflect the receipt and application of proceeds in the offering would have caused total capitalization as adjusted for the offering
to decrease by £2 million.

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USE OF PROCEEDS
We estimate that the net proceeds (after deducting underwriting discounts and commissions and estimated net offering expenses) from the sale of the notes
will be $1,991,850,000. We intend to use the proceeds from the sale of the notes for general corporate purposes.

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EXCHANGE RATES
The following table shows, for the periods and dates indicated, certain information regarding the U.S. dollar/pound sterling exchange rate, based on the
noon buying rates from the Federal Reserve Bank of New York, as published by Bloomberg, expressed in U.S. dollars per £1.00.

Period
Year ended December 31,

Period End
Average
High
Low
2013

1.6574
1.5642
1.6574
1.4837
https://www.sec.gov/Archives/edgar/data/835403/000119312518166637/d583320d424b5.htm[5/18/2018 1:33:16 PM]

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