Obligation Diaego 3.25% ( US25244SAF83 ) en USD

Diaego

100 % ⇌

Royaume-uni

US25244SAF83 ( en USD )

3.25% par an ( paiement semestriel )

15/01/2015 - Obligation échue

Prospectus brochure de l'obligation Diageo US25244SAF83 en USD 3.25%, échue

1 000 USD

500 000 000 USD

25244SAF8

NR

NR

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 US25244SAF83, paye un coupon de 3.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/01/2015

L'Obligation émise par Diaego ( Royaume-uni ) , en USD, avec le code ISIN US25244SAF83, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par Diaego ( Royaume-uni ) , en USD, avec le code ISIN US25244SAF83, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

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424B5 1 a2195143z424b5.htm 424B5
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TABLE OF CONTENTS PROSPECTUS SUPPLEMENT
TABLE OF CONTENTS
Filed pursuant to rule 424(b)(5)
Registration Statement No. 333-153488-01

CALCULATION OF REGISTRATION FEE

Title of Each Class of
Maximum Aggregate
Amount of
Securities Offered

Offering Price
Registration Fee(1)

3.25% Notes due 2015
$500,000,000
$27,900
Guarantees of 3.25% Notes due 2015
--
(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.
PROSPECTUS SUPPLEMENT
(To Prospectus dated September 15, 2008)
Diageo Finance B.V.
$500,000,000
3.25% Notes due 2015
Guaranteed as to the Payment of Principal and Interest by
Diageo plc

Diageo Finance B.V. will pay interest on the notes on January 15 and July 15 of each year, beginning on July 15, 2010.
The notes will mature on January 15, 2015.
Diageo Finance B.V. may redeem any series of the notes, in whole or in part, at any time at the greater of (1) 100% of
the principal amount plus accrued interest and (2) a make-whole amount as described herein. Diageo Finance B.V. 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.

Proceeds, before
Underwriting
expenses, to
Discounts and

Price to Public
Commissions
Diageo Finance B.V.(1)
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Per Note
99.591%
0.30% 99.291%
Total
$ 497,955,000 $
1,500,000 $
496,455,000
(1)
The underwriters will reimburse us for certain expenses relating to this transaction. See "Underwriting".

Interest on the notes will accrue from November 6, 2009.
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 offence.
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
and its participants, including Euroclear and Clearstream, Luxembourg, against payment in New York, New York on or
about November 6, 2009.

Joint Book-Running Managers

Citi

Deutsche Bank
Morgan Stanley
The date of this prospectus supplement is November 3, 2009.
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Table of Contents

TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT

INCORPORATION OF INFORMATION WE FILE WITH THE SEC
S-3
SUMMARY
S-4
THE OFFERING
S-6
CAPITALIZATION
S-8
USE OF PROCEEDS
S-10
EXCHANGE RATES
S-11
DESCRIPTION OF NOTES
S-12
UNDERWRITING
S-15
TAXATION
S-17
CLEARANCE AND SETTLEMENT
S-18
EXPERTS
S-19
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

38
DESCRIPTION OF PURCHASE CONTRACTS

40
DESCRIPTION OF UNITS

41
DESCRIPTION OF PREFERENCE SHARES

41
DESCRIPTION OF ORDINARY SHARES

42
DESCRIPTION OF AMERICAN DEPOSITARY SHARES

51
CLEARANCE AND SETTLEMENT

57
TAXATION

61
PLAN OF DISTRIBUTION

89
VALIDITY OF SECURITIES

91
EXPERTS

91

You should only rely on the information contained or incorporated by reference in this prospectus supplement
and the accompanying 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 accompanying 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-2
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INCORPORATION OF INFORMATION WE FILE WITH THE SEC
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:
·
Diageo's annual report on Form 20-F for the year ended June 30, 2009; and

·
Diageo's report on Form 6-K filed on October 15, 2009 that indicates on its cover page that it is incorporated
by reference.
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 Securities Exchange Act of 1934 that indicate on their
cover page that we will incorporate them by reference; and

·
reports filed under Sections 13(a) and (c) of the Securities Exchange Act of 1934.
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
8 Henrietta Place
London W1G 0NB
England
Tel. No.: 011-44-(0)20-7927-5200
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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 Finance B.V. ("Diageo Finance") and
Diageo plc ("Diageo"). Diageo Finance is the issuer and Diageo is the guarantor in these offerings.
Diageo plc
Diageo is the world's leading premium drinks business with a collection of international brands. Diageo was the
eighteenth largest publicly quoted company in the United Kingdom in terms of market capitalization on October 30, 2009,
with a market capitalization of approximately £25 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 in England and Wales. Diageo's principal executive office is located at 8 Henrietta Place, London
W1G 0NB and its telephone number is +44 (0)20 7927 5200.
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 Smirnoff vodka, Johnnie Walker scotch whisky, Baileys Original Irish
Cream liqueur, Captain Morgan rum, J&B scotch whisky, Tanqueray gin and Guinness stout. In addition it also has the
distribution rights for the José Cuervo tequila brands in North America and many other markets.
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, 2009, which is incorporated by reference in this prospectus supplement and the
attached prospectus. Information about Diageo Finance, a wholly owned finance subsidiary of Diageo, and a private
company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under Dutch law with its
corporate seat in Amsterdam, The Netherlands, is provided under "Diageo Finance B.V." in the accompanying prospectus.
Ratio of Earnings to Fixed Charges and Preferred Share Dividends

Year ended June 30,

2009
2008
2007
2006
Ratio
3.3
4.8
6.2
8.5
Recent Developments
Diageo issued the following interim management statement on October 14, 2009, the date of its Annual General
Meeting:
'In the three months ended 30 September 2009 net sales were down 6% on an organic basis against the comparable
period. Net assets were £4,225 million at 30 September 2009, having been £3,936 million at 30 June 2009 reflecting
operating profit in the period, some movements on reserves and a small impact from exchange rate movements.'
S-4
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Paul Walsh, Chief Executive of Diageo, made the following comments at Diageo's annual general meeting on
October 14, 2009:
'As we anticipated consumer trends across our markets remain broadly unchanged since the year-end. Therefore net
sales in the first quarter of the new financial year have been weak when compared to the strong performance of the first
quarter last year. In the first quarter of last year stock levels increased. However this year, stock levels have not risen in the
first quarter and in our biggest market, North America, stock levels in our US spirits distributor channel are below those held
at 30 June 2009.'
Please see "Business Review--Introduction--Presentation of information in relation to the business" in our annual
report on Form 20-F for the year ended June 30, 2009 for a discussion of non-GAAP performance indicators used by the
group's management. The organic movement calculations for net sales for the three month period ended September 30, 2009
were as follows:
Q1 FY2009
Q1 FY2010
Reported
Organic
Reported
Organic
net sales

Exchange

Disposals
Acquisitions
movement
net sales
movement
£ million
£
million
£
million
£ million
£ million
£ million
%

1,906

178
(15)
7
(130)

1,946
(6)
Please see "Capitalization" on page S-8 for a discussion of changes to the group's net borrowings since June 30, 2009.
The following updates the discussion in part (b) of note 29 to Diageo plc's consolidated financial statements for the year
ended and as of June 30, 2009:
In common with other beverage alcohol importers, litigation is ongoing against Diageo's Turkish subsidiary in the
Turkish Civil Courts in connection with the methodology used by the Turkish customs authorities in assessing the
importation value of and duty payable on the beverage alcohol products sold in the domestic channel in Turkey. The matter
involves multiple cases against Diageo's Turkish subsidiary at various stages of litigation, including a group of cases under
correction appeal following an adverse finding at the Turkish Supreme Court and a group of cases decided on corrections
appeal against Diageo's Turkish subsidiary that have been referred back to the Istanbul Courts for further review. Diageo is
unable to quantify meaningfully the possible loss or range of loss to which these cases may give rise. Diageo's Turkish
subsidiary intends to defend its position vigorously.
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THE OFFERING
Please refer to "Description of Notes" on page S-12 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
$500,000,000 aggregate principal amount of 3.25% Notes due 2015.

Issuer
Diageo Finance

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 notes at 100% of their principal amount plus accrued interest on
January 15, 2015.

Interest rate
The notes will bear interest at a rate of 3.25% per annum.

Interest payment dates
Every January 15 and July 15, commencing on July 15, 2010.

Optional make-whole
We have the right to redeem any series of the notes, in whole or in part, at any time and
redemption
from time to time at a redemption price equal to the greater of (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 15 basis points and accrued interest to
the date of redemption. For more information, see "Description of Notes--Optional
Make-Whole Redemption."

Regular record dates
Every January 1 and July 1.

Ranking
The notes and the guarantees will constitute unsecured and unsubordinated indebtedness
of Diageo Finance and Diageo, respectively, 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 accompanying
prospectus, we may call all, but not less than all the notes for redemption prior to
maturity.
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Book-entry We will issue the notes in fully registered form in denominations of $1,000 and integral multiples thereof.
issuance,
The notes will be represented by one or more global securities registered in the name of a nominee of The
settlement
Depository Trust Company, referred to as DTC. You will hold beneficial interests in the notes through DTC
and
and its direct and indirect participants, including Euroclear and Clearstream Luxembourg, and DTC and its
clearance
direct and indirect participants will record your beneficial interest on their books. 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.
Settlement of the notes will occur through DTC in same day funds. For information on DTC's book-entry
system, see "Clearance and Settlement--The Clearing Systems--DTC" in the attached prospectus.

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.

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.

Timing and
Delivery
We currently expect delivery of the notes to occur on November 6, 2009.

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 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 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 notes offered by this prospectus supplement, will constitute a single
series of such securities under the indenture relating to the notes. There is no limitation on the amount of
notes or other debt securities that we may issue under that indenture.

Governing
Law
New York.
S-7
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CAPITALIZATION
The following table sets forth, on an IFRS basis, the actual capitalization of Diageo as at June 30, 2009 and as adjusted
to give effect to the issuance of the notes (after deducting discounts and commissions and estimated net offering expenses
and including reimbursements to be paid by the underwriters to us). 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 June 30,
2009.
Adjusted

June 30, 2009
for Offering

£ million
£ million

Short term borrowings and bank overdrafts (including
current portion of long term borrowings)
890
890

Long term borrowings

Due from one to five years
4,284
4,284
Due after five years
3,401
3,702

7,685
7,986

Finance lease obligations
21
21
Equity minority interests
715
715

Equity attributable to the equity shareholders of the parent
company

Called up share capital
797
797

Share premium
1,342
1,342

Own shares
(2,342)
(2,342)

Capital redemption reserve
3,146
3,146

Fair value, hedging and exchange reserve
136
136

Other retained earnings
142
142

3,221
3,221

Total capitalization
11,642
11,943

Notes
1.
At June 30, 2009, the group had cash and cash equivalents of £914 million.

2.
At June 30, 2009 £68 million of the group's net borrowings due within one year and £34 million of the
group's net borrowings due after more than one year were secured on assets of the group.

3.
At June 30, 2009, the total authorised share capital of Diageo consisted of 5,329 million ordinary shares
of 28101/108 pence each. At such date, 2,754 million ordinary shares were issued and fully paid, including
shares issued, shares issued and held in employee share trusts and those held as treasury shares.

4.
In connection with the disposal of Pillsbury, Diageo has guaranteed the debt of a third party to the
amount of $200 million (£121 million) until November 2009. Including this guarantee, but net of the
amount provided in the consolidated financial information, at June 30, 2009 the group has given
performance guarantees and indemnities to third parties of £148 million.

5.
In the period from July 1, 2009 to October 30, 2009 the company did not acquire any shares as part of the
company's share buyback programme and did not purchase any shares to be held as treasury shares for
hedging share scheme grants provided to employees.
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