Obligation Diaego 2.125% ( US25243YBE86 ) en USD

Diaego

86.746 % ▼

Royaume-Uni

US25243YBE86 ( en USD )

2.125% par an ( paiement semestriel )

29/04/2032

Prospectus brochure de l'obligation Diageo US25243YBE86 en USD 2.125%, échéance 29/04/2032

200 000 USD

750 000 000 USD

25243YBE8

A- ( Qualité moyenne supérieure )

A3 ( Qualité moyenne supérieure )

29/04/2026 ( Dans 117 jours )

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 US25243YBE86, paye un coupon de 2.125% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 29/04/2032

L'Obligation émise par Diaego ( Royaume-Uni ) , en USD, avec le code ISIN US25243YBE86, a été notée A3 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par Diaego ( Royaume-Uni ) , en USD, avec le code ISIN US25243YBE86, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents
CALCULATION OF REGISTRATION FEE

Title of Each Class of
Maximum Aggregate
Amount of
Securities Offered

Offering Price

Registration Fee(1)
1.375% Fixed Rate Notes due 2025

$750,000,000

$97,350
2.000% Fixed Rate Notes due 2030

$1,000,000,000

$129,800
2.125% Fixed Rate Notes due 2032

$750,000,000

$97,350
Guarantees of 1.375% Fixed Rate Notes due 2025(2)

--

(3)
Guarantees of 2.000% Fixed Rate Notes due 2030(2)

--

(3)
Guarantees of 2.125% Fixed Rate Notes due 2032(2)

--

(3)

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
(2)
See prospectus supplement for guarantor of this issuance.
(3)
Pursuant to Rule 457(n) under the Securities Act, no separate filing fee is required for 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)
$2,500,000,000

Diageo Capital plc
$750,000,000 1.375% Fixed Rate Notes due 2025
$1,000,000,000 2.000% Fixed Rate Notes due 2030
$750,000,000 2.125% Fixed Rate Notes due 2032
Each Guaranteed as to the Payment of Principal and Interest by
Diageo plc

Diageo Capital plc will pay interest on the 1.375% Fixed Rate Notes due 2025 (the "2025 notes") on March 29 and September 29 of each year, beginning on September 29, 2020. The 2025 notes
will mature on September 29, 2025.
Diageo Capital plc will pay interest on the 2.000% Fixed Rate Notes due 2030 (the "2030 notes") on April 29 and October 29 of each year, beginning on October 29, 2020. The 2030 notes will
mature on April 29, 2030.
Diageo Capital plc will pay interest on the 2.125% Fixed Rate Notes due 2032 (the "2032 notes" and, together with the 2025 notes and the 2030 notes, the "notes") on April 29 and October 29 of
each year, beginning on October 29, 2020. The 2032 notes will mature on April 29, 2032.
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.
Application will be made to the UK Financial Conduct Authority in its capacity as competent authority (the "FCA") for the notes to be admitted to the official list of the FCA (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 Directive 2014/65/EU (as amended, "MiFID II").
See "Risk Factors" 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.

Proceeds, Before
Price to
Underwriting
Expenses, to
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Public(1)

Discounts

Diageo Capital plc
Per 2025 note

99.632%

0.230%

99.402%
Total for 2025 notes

$ 747,240,000

$ 1,725,000

$
745,515,000
Per 2030 note

99.523%

0.330%

99.193%
Total for 2030 notes

$ 995,230,000

$ 3,300,000

$
991,930,000
Per 2032 note

99.181%

0.365%

98.816%
Total for 2032 notes

$ 743,857,500

$ 2,737,500

$
741,120,000

Total for all notes

$2,486,327,500

$ 7,762,500

$ 2,478,565,000

(1)
Plus accrued interest, if any, from April 29, 2020 if settlement occurs after that date.
Interest on the notes will accrue from April 29, 2020.
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 April 29, 2020.

Joint Book-Running Managers

BofA Securities

Citigroup

Credit Suisse
Deutsche Bank Securities

HSBC

Barclays
Morgan Stanley

NatWest Markets

RBC Capital Markets
Santander

Standard Chartered Bank
The date of this prospectus supplement is April 27, 2020.

Table of Contents
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT

Page
FORWARD-LOOKING STATEMENTS
S-2
INCORPORATION OF INFORMATION WE FILE WITH THE SEC
S-3
SUMMARY
S-4
RISK FACTORS
S-9
CAPITALIZATION AND INDEBTEDNESS
S-11
USE OF PROCEEDS
S-13
DESCRIPTION OF NOTES
S-14
UNDERWRITING
S-18
CLEARANCE AND SETTLEMENT
S-23
EXPERTS
S-24
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
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CERTAIN BENEFIT PLAN CONSIDERATIONS

75
PLAN OF DISTRIBUTION

76
VALIDITY OF SECURITIES

79
EXPERTS

79
EXPENSES

79

Neither the Issuer nor the underwriters have authorized any other person to give any information not contained in or incorporated by reference
into this prospectus supplement or the accompanying prospectus or in any free writing prospectus relating to this offering prepared by or on
behalf of the Issuer or to which we have referred you. The Issuer and the underwriters take no responsibility for, and can provide no assurance as
to the reliability of, any other information that others may give you. This prospectus supplement and the accompanying prospectus and any free
writing prospectus relating to this offering prepared by or on behalf of the Issuer or to which we have referred you constitute an offer to sell only
the Securities, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained or incorporated by
reference into this prospectus supplement and the accompanying prospectus and in any free writing prospectus relating to this offering prepared
by or on behalf of the Issuer or to which we have referred you is current only as of the respective dates of such documents. Our business, financial
condition, results of operations and prospects may have changed since those dates.

S-1
Table of Contents
FORWARD-LOOKING STATEMENTS
This document contains `forward-looking' statements. These statements can be identified by the fact that they do not relate only to historical or current
facts. In particular, forward-looking statements include all statements that express forecasts, expectations, plans, outlook, objectives and projections with
respect to future matters, including trends in results of operations, margins, growth rates, overall market trends, the impact of changes in interest or
exchange rates, the availability or cost of financing to Diageo, anticipated cost savings or synergies, expected investments, the completion of any strategic
transactions or restructuring programs, anticipated tax rates, changes in the international tax environment, expected cash payments, outcomes of litigation
or regulatory enquiries, anticipated changes in the value of assets and liabilities related to pension schemes and general economic conditions. By their
nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future.
There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-
looking statements, including factors that are outside Diageo's control. These risks and uncertainties include, but are not limited to, the continuing and
developing effects of the COVID-19 pandemic; the length and severity of such pandemic; the duration of social distancing measures (including the closure
of bars and restaurants and restrictions on banqueting, conferences and similar events) and travel restrictions imposed by many countries; the duration of
regulatory restrictions, safety protocols and heightened sanitation measures imposed by many countries impacting production facilities; disruptions in
supply chains and routes to market; changes to general, domestic and foreign economic conditions, including access to liquidity and capital, as a result of
the COVID-19 pandemic; the pace of economic recovery and the recovering of consumer confidence following the COVID-19 pandemic; and the adverse
effects of the COVID-19 pandemic on our business or the market price of our common stock, and the risks and uncertainties described in our Annual
Report on Form 20-F for the fiscal year ended June 30, 2019 (including the section entitled "Business Description--Risk factors") and our other documents
filed with the SEC. Our Annual Report on Form 20-F and any other documents filed by Diageo with the SEC are publicly available through the website
maintained by SEC at www.sec.gov. Any forward-looking statements made by or on behalf of Diageo speak only as of the date they are made. Diageo does
not undertake to update forward-looking statements to reflect any changes in Diageo's expectations with regard thereto or any changes in events,
conditions or circumstances on which any such statement is based.

S-2
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"):

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·
annual report on Form 20-F for the fiscal year ended June 30, 2019, filed with the SEC on August 5, 2019;

·
report on Form 6-K filed with the SEC on December 3, 2019;

·
report on Form 6-K filed with the SEC on February 4, 2020;

·
report on Form 6-K filed with the SEC on February 26, 2020;

·
report on Form 6-K filed with the SEC on April 9, 2020; and

·
report on Form 6-K filed with the SEC on April 24, 2020.
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

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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.
You can find a more detailed description of Diageo's business in our annual report on Form 20-F for the fiscal year ended June 30, 2019, filed with
the SEC on August 5, 2019, our report on Form 6-K filed with the SEC on February 4, 2020, our report on Form 6-K filed with the SEC on
February 26, 2020, and our report on Form 6-K filed with the SEC on April 9, 2020, each of which is incorporated by reference in this prospectus
supplement, or similar sections in subsequent filings incorporated by reference in this prospectus supplement.
Diageo, consistent with its current strategy, will continue to focus on growing its brands on a worldwide basis and manage its portfolio effectively,
monitoring potential acquisition and disposal opportunities in both its developed and emerging markets. Diageo explores the potential to make
acquisitions on an ongoing basis but given the current market conditions is exploring fewer potential acquisitions than is typical and, although no
agreements or commitments with respect to any significant acquisitions currently exist, some of these potential acquisitions could be significant.
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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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 attached prospectus and the documents incorporated by reference therein. You should base your investment decision on a
consideration of this prospectus supplement, the attached 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.

Issuer
Diageo Capital plc.

Notes
$750,000,000 aggregate principal amount of 1.375% Fixed Rate Notes due 2025.

$1,000,000,000 aggregate principal amount of 2.000% Fixed Rate Notes due 2030.

$750,000,000 aggregate principal amount of 2.125% Fixed Rate Notes due 2032.

Guarantees
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 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
April 29, 2020.

Maturity Dates
We will pay the 2025 notes at 100% of their principal amount plus accrued interest on
September 29, 2025.

We will pay the 2030 notes at 100% of their principal amount plus accrued interest on April

29, 2030.

We will pay the 2032 notes at 100% of their principal amount plus accrued interest on April
29, 2032.

Listing
Application will be made for the notes to be admitted to (i) the official list of the FCA and
(ii) trading on the Market.

Governing Law
State of New York.

Business Day
Any day, other than a Saturday or Sunday, that is not a day on which banking institutions are
authorized or required by law or regulation to close in New York City or in the City of
London.

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Interest Rates
The 2025 notes will bear interest at a rate of 1.375% per annum.

The 2030 notes will bear interest at a rate of 2.000% per annum.

The 2032 notes will bear interest at a rate of 2.125% per annum.

Interest Payment Dates
Interest on the 2025 notes will be payable semi-annually in arrear on every March 29 and
September 29 of each year, commencing on September 29, 2020.

Interest on the 2030 notes and 2032 notes will be payable semi-annually in arrear on every

April 29 and October 29 of each year, commencing on October 29, 2020.

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 2025 notes at any time and from
time to time prior to the 2025 Par Call Date (as defined below); (ii) the 2030 notes at any
time and from time to time prior to the 2030 Par Call Date (as defined below); and (iii) the
2032 notes at any time and from time to time prior to the 2032 Par Call Date (as defined
below) 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 as if the notes to be redeemed matured on
the applicable Par Call Date (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 20 basis points for the 2025 notes, 25 basis points for the 2030 notes and 25 basis points
for the 2032 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 2025 notes at any time
and from time to time on or after August 29, 2025 (the date that is one month prior to the
maturity date of the 2025 notes) (the "2025 Par Call Date"), (ii) the 2030 notes at any time
and from time to time on or after January 29, 2030 (the date that is three months prior to the

maturity date of the 2030 notes) (the "2030 Par Call Date") and (iii) the 2032 notes at any
time and from time to time on or after January 29, 2032 (the date that is three months prior
to the maturity date of the 2032 notes) (the "2032 Par Call Date" and, together with the 2025
Par Call Date and the

S-6
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2030 Par Call Date, each a "Par Call Date"), 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.

For more information, see "Description of Notes--Optional Redemption."

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--
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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.

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.

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 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-7
Table of Contents
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.

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424B5
RISK FACTORS
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.
Diageo's business, financial condition, cash flows and results of operations have been and may continue to be adversely affected by the COVID-19
pandemic.
A novel strain of coronavirus (COVID-19) was first identified in Wuhan, China in late 2019, and subsequently declared a pandemic by the World Health
Organization. This pandemic, which has now spread to nearly all regions around the world, as well as measures taken in response to contain or mitigate the
pandemic, have caused and are continuing to cause business slowdown or shutdown in affected areas, as well as significant disruption in the financial
markets globally.
On January 30, 2020, in connection with the release of our results for the six months ended December 31, 2019, we announced an outlook for 2020 which
included guidance as of that date on our performance expectations for the fiscal year ending June 30, 2020 and future periods, including with respect to
organic net sales growth and organic operating profit growth. Since that time, the scale and magnitude of the COVID-19 pandemic and related response
measures have increased significantly. On February 26, 2020, we provided a trading update on the impact of the COVID-19 outbreak focused on Greater
China, certain other Asia Pacific markets and Travel Retail, mainly in the Asia Pacific region. On April 9, 2020, we provided a further trading update on
the impact of the COVID-19 outbreak on these markets, as well as a trading update on our other markets. We indicated in that trading update that, given the
global nature of the COVID-19 pandemic, and the uncertainty around the severity and duration of the impact across multiple markets, we were not in a
position at that time to accurately assess the impact of this on our financial performance for the fiscal year ending June 30, 2020.
At this time, we remain unable to accurately assess the impact of the pandemic on our business and operations. We still cannot predict the degree to which,
or the time period over which, our business will continue to be affected by the

S-9
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COVID-19 pandemic and the related response measures. To date, the impacts on our business from the COVID-19 pandemic and related response
measures have included, but are not limited to, the following:

·
social distancing measures, including the closure of the on-trade channels such as bars and restaurants and restrictions on banqueting,

conferences and similar events, having been introduced in most of our markets, leading to a negative impact on sales;

·
travel restrictions imposed by many countries and concern over the pandemic resulting in a steep drop in passenger numbers, with a

corresponding negative impact on our global Travel Retail business;

·
regulatory restrictions, safety protocols and heightened sanitation measures resulting in closures or reductions in levels of activity at certain

of our production facilities, including the closure of United Spirits' supply operations due to a nationwide lockdown in India and the closure
of two of our production sites in Nigeria; and

·
wider disruptions in supply chains and routes to market, or those of our suppliers and/or distributors, which could result in an increase in our

costs of production and distribution.
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The impacts of the COVID-19 pandemic and related response measures worldwide, including the impacts described above, have had and may continue to
have a material adverse effect on global economic conditions, as well as on our business, results of operations, cash flows and financial condition. Even
those regions that are beginning to experience business recovery or the scaling back of response measures, such as Greater China, may experience further
impacts from COVID-19 or suffer a resurgence of COVID-19 cases, and economic activity in those regions may not recover quickly or at all, which may
materially adversely impact global economic conditions. This could in turn lead to a further decline in discretionary spending by consumers. Diageo
conducts impairment reviews as and when required in accordance with applicable accounting standards, to ensure that, among other things, intangible
assets, including brands, are not carried at above their recoverable amounts. The impacts of the COVID-19 pandemic and related response measures, in
particular with respect to expectations of future cash flows, may result in material write-downs or impairments recognized by Diageo in connection with its
annual financial statements as of and for the fiscal year ending June 30, 2020 or in other future periods.
In addition, the impact of the COVID-19 pandemic on global economic conditions has impacted and may continue to impact the proper functioning of
financial and capital markets, as well as foreign currency exchange rates, commodity and energy prices and interest rates. Responses to the COVID-19
pandemic may also result in both short-term and long-term changes to fiscal and tax policies in impacted jurisdictions, including increases in tax rates.
Although we completed the issuance of an aggregate of approximately £1.9 billion in notes in March 2020, currently have committed bank facilities of
£2.8 billion and may take other actions to enhance our liquidity, including entering into new committed bank facilities, and expect to complete this offering
of notes, there is no guarantee that our existing arrangements or any future arrangements will provide sufficient liquidity over the course of the COVID-19
pandemic, and the impacts of the COVID-19 pandemic and related response measures may adversely impact our liquidity or financial position. In
particular, a continuation or worsening of the levels of market disruption and volatility seen in the recent past could have an adverse effect on our ability to
access, or costs of, capital or borrowings, our liquidity, our financial position, our adjusted net debt to EBITDA ratio, our ability to comply with any
applicable financial covenants or our credit ratings.
Any of the foregoing developments may have a material adverse effect on our business, financial condition, cash flows and results of operations and the
COVID-19 pandemic may also have the effect of heightening many of the risks described in this prospectus supplement, the incorporated by reference
"Risk Factors" section on page 2 of the attached prospectus or the documents incorporated by reference to this prospectus supplement.

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CAPITALIZATION AND INDEBTEDNESS
The following table sets forth the actual capitalization and indebtedness, and cash and cash equivalents, of Diageo as of December 31, 2019, based on
amounts determined in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board
(IASB), and the capitalization and indebtedness of Diageo as adjusted to give effect to the issuance of the notes (after deducting underwriting discounts
and estimated net offering expenses). Other than the anticipated issuance of the notes and application of proceeds from the notes as set out in the table
below, and the other items as described in notes (2) through (4) to the following table, there has been no material change in the capitalization and
indebtedness of Diageo since December 31, 2019.

As of December 31, 2019

As Adjusted for

Actual
the Offering

£ million
£ million

Indebtedness

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

3,381

3,381
Long-term borrowings

10,091

11,954
Finance lease obligations

486

486

Total indebtedness

13,958
15,821

Capitalization

Share capital

743

743
Share premium

1,351

1,351
Capital redemption reserve

3,200

3,200
Fair value, hedging and exchange reserve

(1,270)

(1,270)
Own shares

(1,952)

(1,952)
Other retained earnings

5,451

5,451

Equity attributable to the equity shareholders of the parent company

7,523

7,523

Non-controlling interests

1,707

1,707

Total equity

9,230

9,230

Total capitalization and indebtedness

23,188

25,051

Cash and cash equivalents

950

2,813

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(1)
Diageo intends to use the estimated net proceeds from this offering of $2,478 million (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 by £1,863 million and will increase our cash and cash equivalents by £1,863 million.
(2)
As of March 31, 2020, 2,562 million 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. On July 25, 2019 the Board of Diageo approved a return of capital
program to return up to £4.5 billion to shareholders over the three year period ending June 30, 2022. During the nine months ended March 31, 2020
the group had purchased 39 million ordinary shares at a cost of £1,256 million (including £1 million of transaction costs) and has funded the
purchases through a combination of operating cash inflows and incremental borrowings. In April 2020, Diageo became aware that certain share
buybacks between May and August 2019 were not compliant with relevant requirements. Diageo is continuing to assess the matter and remedial
steps, and currently expects to propose resolutions to shareholders at its next annual general meeting to rectify the position. It is possible that
disclosures related to share capital and distributable reserves will be updated in Diageo's annual report for the fiscal year ending June 30, 2020 as a
result of this matter.
(3)
On March 24, 2020, Diageo Finance plc issued 750 million of 1.875% bonds due 2027, £300 million of 2.875% bonds due 2029 and 1.0 billion of
2.500% bonds due 2032, each guaranteed by Diageo plc.
(4)
On April 9, 2020, Diageo made an interim dividend payment of £640 million.

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(5)
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, 2019.
(6)
As of December 31, 2019, £1 million of the group's net borrowings were secured by assets of the group. There has been no material change to such
secured borrowings since December 31, 2019.
(7)
U.S. dollar amounts have been translated into Pounds sterling at the noon buying rate in New York City for cable transfers in foreign currencies as
certified for customs purposes by the Federal Reserve Bank of New York (the "Noon Buying Rate") on December 31, 2019 of $1.33 to £1.00. Using
the exchange rate of £1 = $1.25, the Noon Buying Rate for 17 April, 2020, for the adjustments to the table above to reflect the receipt and application
of proceeds in the offering would have caused total capitalization and indebtedness as adjusted for the offering to increase by £119 million.

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USE OF PROCEEDS
We estimate that the net proceeds (after deducting underwriting discounts and estimated net offering expenses) from the sale of the notes will be
$2,477,522,000. We intend to use the proceeds from the sale of the notes for general corporate purposes.

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DESCRIPTION OF NOTES
This section describes the specific financial and legal terms of the notes and supplements the more general description under "Description of Debt
Securities and Guarantees" of the attached prospectus. To the extent that the following description is inconsistent with the terms described under
"Description of Debt Securities and Guarantees" in the attached prospectus, the following description replaces that in the attached prospectus.
General
The notes will be the 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. Diageo Capital plc is a 100% owned finance subsidiary of Diageo plc.
Diageo will fully and unconditionally guarantee on an unsubordinated basis the due and punctual payment of the principal of, premium, if any, and interest
on the notes, including any additional amounts and any and all other amounts under the Indenture when and as any such payments become due and payable,
whether at maturity, upon redemption or declaration of acceleration, or otherwise. 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. Because
Diageo is a holding company, the guarantees will effectively rank junior to any indebtedness of its subsidiaries.
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