This information should be read in conjunction with the notes on pages 22 to 25.

Notes to the selected consolidated financial data

        (1) IFRS accounting policies    The unaudited condensed consolidated financial information for the six months ended 31 December 2009 has been prepared in accordance with IAS 34 'Interim Financial Reporting' as issued by the International Accounting Standards Board (IASB) and as endorsed and adopted for use in the European Union. The group adopted the provisions of IAS 39—Financial instruments recognition and measurement from 1 July 2005. As permitted under IFRS 1—First-time adoption of International Financial Reporting Standards, financial instruments in the year ended 30 June 2005 remain recorded in accordance with previous UK GAAP accounting policies, and the adjustment to IAS 39 is reflected in the condensed consolidated balance sheet at 1 July 2005.

        All comparatives other than financial data for the year ended 30 June 2005 have been restated following the adoption of the amendment to IAS 38—Intangible assets for advertising expenditure and the change in the accounting policy in respect of returnable bottles and crates. Neither the income statement for the year ended 30 June 2005 nor the balance sheet at 30 June 2005 has been restated as the information is not readily available without unreasonable effort or expense.

        Amendment to IAS 38—Intangible assets. This amendment to IAS 38 clarifies the accounting for advertising expenditure. The group charges advertising expenditure to the income statement when it has a right of access to the goods or services acquired, as opposed to charging such costs to the income statement when the advertisement is first shown to the public. Advertisements, non-depreciable point of sale material, costs in respect of events and some sponsorship payments previously recorded in the income statement when delivered to the final customer are now expensed when delivered to the company. The impact of this change in accounting policy reduced operating profit for the six months ended 31 December 2008 by £3 million (year ended 30 June 2009—£15 million; 30 June 2008—£5 million; 30 June 2007—£1 million; 30 June 2006—£10 million), reduced profit for the six months ended 31 December 2008 by £3 million (year ended 30 June 2009—£12 million; 30 June 2008—£5 million; 30 June 2007—£1 million; 30 June 2006—£7 million) and reduced basic earnings per share for the six months ended 31 December 2008 by 0.1 pence (year ended 30 June 2009—0.5 pence; 30 June 2008—0.2 pence; 30 June 2007—£nil; 30 June 2006—0.3 pence). In addition, the adoption of the amendment decreased total assets as at 31 December 2008 by £49 million (30 June 2009—£55 million; 30 June 2008—£39 million; 30 June 2007—£33 million; 30 June 2006—£30 million) and decreased equity as at 31 December 2008 by £40 million (30 June 2009—£46 million; 30 June 2008—£32 million; 30 June 2007—£25 million; 30 June 2006—£24 million).

        In addition, the group has changed its accounting policy in respect of returnable bottles and crates ('returnables'), as the change more appropriately reflects the usage of these assets. These are now held within property, plant and equipment and depreciated on a straight-line basis to estimated residual values over their expected useful lives. Formerly they were held within inventories and written down on purchase to their net realisable value. The impact of the adoption of this accounting policy has reduced operating profit for the six months ended 31 December 2008 by £3 million (year ended 30 June 2009—£10 million; 30 June 2008—£9 million; 30 June 2007—increase of £2 million; 30 June 2006—£3 million), reduced profit for the six months ended 31 December 2008 by £2 million (year ended 30 June 2009—£7 million; 30 June 2008—£6 million; 30 June 2007—increase of £1 million; 30 June 2006—£2 million) and reduced basic earnings per share for the six months ended 31 December 2008 by £nil (year ended 30 June 2009—0.1 pence; 30 June 2008—0.1 pence; 30 June 2007—£nil ; 30 June 2006—£nil). £1 million of the charge for the six months ended 31 December 2008 is in respect of non controlling interests (year ended 30 June 2009—£3 million; 30 June 2008—£3 million; 30 June 2007—£nil; 30 June 2006—£1 million). On the consolidated balance sheet at 31 December 2008 total assets decreased by £19 million (30 June 2009—decrease of £23 million; 30 June 2008—increase of £4 million; 30 June 2007—increase of £11 million; 30 June 2006—increase of £12 million), equity reduced by £

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13 million (30 June 2009—£16 million; 30 June 2008—£10 million; 30 June 2007—£4 million; 30 June 2006—£5 million) of which non-controlling interests reduced by £9 million (30 June 2009—£10 million; 30 June 2008—£7 million; 30 June 2007—£4 million; 30 June 2006—£4 million).

        (2) Exceptional items    These are items which, in management's judgment, need to be disclosed by virtue of their size or incidence in order for the user to obtain a proper understanding of the financial information. Such items are included within the income statement caption to which they relate. An analysis of exceptional items before taxation for continuing operations is as follows:

        (3) Taxation    The taxation charge deducted from income in determining profit from continuing operations for the six months ended 31 December 2009 was £310 million (31 December 2008—£210 million) and for the year ended 30 June 2009 was £286 million (2008—£518 million; 2007—£679 million; 2006—£177 million; 2005—£599 million). Included in the taxation charge were the following items: in the six months ended 31 December 2009, a tax credit of £24 million on exceptional operating items; in the year ended 30 June 2009, a net tax credit of £155 million in respect of settlements agreed with tax authorities which gave rise to changes in the value of deferred tax assets and tax provisions, and a tax credit of £37 million on exceptional operating items; in the year ended 30 June 2008, a tax credit of £8 million on exceptional operating items; in the year ended 30 June 2007, a net tax charge of £24 million from intra group reorganisations of brand businesses, a reduction in the carrying value of deferred tax assets primarily following a reduction in tax rates of £74 million, and a provision for settlement of tax liabilities related to the GrandMet/Guinness merger of £64 million; in the year ended 30 June 2006, an exceptional tax credit of £315 million arose principally as a consequence of the agreement with fiscal authorities of the carrying values of certain brands, which resulted in an increase to the group's deferred tax assets of £313 million; and in the year ended

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30 June 2005, there were £58 million of tax credits on exceptional operating items and £20 million of tax credits on exceptional prior year business disposals.

        (4) Discontinued operations    In the six months ended 31 December 2009 discontinued operations represent a provision of £10 million in respect of future payments to new thalidomide claimants. In the years ended 30 June 2009, 30 June 2008, 30 June 2007 and 30 June 2005 discontinued operations are in respect of the quick service restaurants business (Burger King, sold 13 December 2002) and the packaged food business (Pillsbury, sold 31 October 2001).

        (5) Dividends    The board expects that Diageo will pay an interim dividend in April and a final dividend in October of each year. Approximately 40% of the total dividend in respect of any financial year is expected to be paid as an interim dividend and approximately 60% as a final dividend. The payment of any future dividends, subject to shareholder approval, will depend upon Diageo's earnings, financial condition and such other factors as the board deems relevant. Proposed dividends are not considered to be a liability until they are approved by the board for the interim dividend and by the shareholders at the annual general meeting for the final dividend. The information provided below for the interim dividend for each six month period ended 31 December represents the dividend proposed by the directors but not approved by the board at the balance sheet date, and therefore is not reflected as a deduction from reserves at that date. Similarly, the information provided below for the final dividend for each year ended 30 June represents the dividend proposed by the directors but not approved by the shareholders at the balance sheet date, and therefore is not reflected as a deduction from reserves at that date.

        The table below sets out the amounts of interim, final and total cash dividends paid by the company on each ordinary share. The dividends are translated into US dollars per ADS (each ADS representing four ordinary shares) at the noon buying rate on each of the respective dividend payment dates.

Note: The interim dividend for the six months ended 31 December 2009 will be paid on 6 April 2010, and payment to US ADR holders will be made on 12 April 2010. In the table above, an exchange rate of £1 = $1.49 has been assumed for this dividend, but the exact amount of the payment to US ADR holders will be determined by the rate of exchange on 12 April 2010.

        (6) Definitions    Net borrowings are defined as gross borrowings (short term borrowings and long term borrowings plus finance lease obligations plus interest rate hedging instruments, cross currency interest rate swaps and funding foreign currency swaps and forwards) less cash and cash equivalents and other liquid resources.

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        (7) Share capital    The called up share capital represents the par value of ordinary shares of 28¹⁰¹/₁₀₈ pence in issue. There were 2,754 million ordinary shares in issue and fully paid up at the balance sheet date (31 December 2008—2,754 million; 30 June 2009—2,754 million; 30 June 2008—2,822 million; 30 June 2007—2,931 million; 30 June 2006—3,051 million; 30 June 2005—3,050 million). Of these, 18 million (31 December 2008—23 million; 30 June 2009—23 million; 30 June 2008—26 million; 30 June 2007—33 million; 30 June 2006—42 million; 30 June 2005—43 million) were held in employee share trusts, 223 million (31 December 2008—223 million; 30 June 2009—223 million; 30 June 2008—259 million; 30 June 2007—271 million; 30 June 2006—250 million; 30 June 2005—86 million) were held as treasury shares, and 28 million were held as treasury shares for hedging share schemes (31 December 2008—32 million; 30 June 2009—32 million; 30 June 2008—20 million; 30 June 2007—10 million; 30 June 2006—2 million; 30 June 2005—nil). These shares are deducted in arriving at equity attributable to the parent company's equity shareholders.

        During the six months ended 31 December 2009, the group did not repurchase any ordinary shares for cancellation or to be held as treasury shares (six months ended 31 December 2008—38 million ordinary shares, cost of £354 million including fees and stamp duty; year ended 30 June 2009—38 million ordinary shares, cost of £354 million including fees and stamp duty; year ended 30 June 2008—97 million ordinary shares, cost of £1,008 million including fees and stamp duty; year ended 30 June 2007—141 million ordinary shares, cost of £1,405 million including fees and stamp duty; year ended 30 June 2006—164 million ordinary shares, cost of £1,407 million including fees and stamp duty; year ended 30 June 2005—94 million ordinary shares, cost of £710 million including fees and stamp duty).

        During the period the group did not repurchase any ordinary shares to be held as treasury shares for hedging employee share scheme grants provided to employees (six months ended 31 December 2008—6 million ordinary shares, cost of £63 million; year ended 30 June 2009—6 million ordinary shares, cost of £63 million; year ended 30 June 2008—11 million ordinary shares, cost of £124 million; year ended 30 June 2007—9 million ordinary shares, cost of £82 million; year ended 30 June 2006—2 million ordinary shares, cost of £21 million; year ended 30 June 2005—nil, £nil).

        (8) Exchange rates    A substantial portion of the group's assets, liabilities, revenues and expenses is denominated in currencies other than pounds sterling, principally US dollars. For the convenience of the reader, selected consolidated financial information for the six months ended 31 December 2009 has been translated into US dollars at the noon buying rate on 31 December 2009 of £1 = $1.62.

        The following table shows, for the periods indicated, information regarding the US dollar/pound sterling exchange rate, based on the noon buying rate, expressed in US dollars per £1.

        The average exchange rate for the period 1 January to 24 March 2010 was £1=$1.56 and the noon buying rate on 24 March 2010 was £1=$1.49.

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UNAUDITED COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
AND PREFERRED SHARE DIVIDENDS

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USE OF PROCEEDS

        We will not receive any cash proceeds from the Exchange Offer. Any Old Notes that are properly tendered and accepted for exchange pursuant to the Exchange Offer may remain outstanding or may be retired and cancelled.

        We intend to use cash on hand to fund all cash payable to holders pursuant to the Exchange Offer and to pay the fees and expenses in connection with the Exchange Offer.

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CAPITALISATION AND INDEBTEDNESS

        The following table sets out on an IFRS basis the unaudited capitalisation of Diageo as at 31 December 2009, as well as the unaudited capitalisation adjusted for the Exchange Offer assuming $1,000,000,000 aggregate principal amount of Old Notes are exchanged for $1,000,000,000 aggregate principal amount of New Notes:

Notes

1.

At 31 December 2009, the group had cash and cash equivalents of £1,589 million.

2.

At 31 December 2009, £79 million of the group's net borrowings due within one year and £31 million of the group's net borrowings due after more than one year were secured on assets of the group.

3.

At 31 December 2009, the total authorised share capital of Diageo consisted of 5,329,052,500 ordinary shares of 28¹⁰¹/₁₀₈ pence each. At such date, 2,753,946,805 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.

As of 31 December 2009 the group has no material performance guarantees or indemnities to third parties.

5.

Since 1 January 2010 no shares have been acquired by the company as part of the share buyback programmes or to be held as treasury shares for hedging share scheme grant provided to employees.

6.

In the period from 1 January 2010 to 26 March 2010 the group's net borrowings increased by £497 million. Apart from this there has been no material change since 31 December 2009 in the

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group's net borrowings, performance guarantees, indemnities and capitalization. In addition, on 1 March 2010, Diageo entered into an equity transfer agreement to acquire an additional 4% stake (the '4% transfer') in Sichuan Chengdu Quanxing Group Company Ltd. ('Quanxing') from Chengdu Yingsheng Investment Holding Co., Ltd. The consideration for the 4% transfer is approximately £14 million (RMB 139.7 million). The 4% transfer, which is subject to a number of regulatory approvals (which are not expected to be obtained before the second half of 2010), would bring Diageo's shareholding in Quanxing to 53%. Quanxing is a holding company controlling a 39.7% stake in Sichuan Shui Jing Fang Co., Ltd. ('ShuiJingFang'), a super premium Chinese white spirits company listed on the Shanghai Stock Exchange. If the 4% transfer is approved, Diageo would become the indirect controlling shareholder of ShuiJingFang and, in accordance with Chinese takeover regulations, would be required to make a mandatory tender offer to all the other shareholders of ShuiJingFang. Were there to be full acceptance under the mandatory tender offer, the amount payable would be approximately £610 million. As required by PRC law, 20% of the maximum consideration payable under the tender offer (£122 million) has been deposited with China's securities depositary and clearing agency, the CSDCC, Shanghai Branch.

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THE EXCHANGE OFFER

Purpose of the Exchange Offer

        The purpose of the Exchange Offer is to refinance a portion of the Old Notes in order to improve our debt maturity profile and decrease our funding costs.

Terms of the Exchange Offer

General

        We are offering to holders of Old Notes an opportunity to exchange Old Notes for New Notes as determined in the manner described in this prospectus and the accompanying Letter of Transmittal.

        We will exchange up to $1,000,000,000 aggregate principal amount of the Old Notes for New Notes. The Exchange Offer is subject to the condition that at least $                    aggregate principal amount of Old Notes be validly tendered and not validly withdrawn by the Expiration Date, as well as certain other conditions set forth under '—Conditions of the Exchange Offer'. We may waive these conditions at our sole discretion.

        Tendering holders of Old Notes must tender Old Notes in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof. New Notes will be issued in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof.

Offer Consideration

        For each $1,000 principal amount of Old Notes validly tendered prior to the Early Exchange Date, not validly withdrawn and accepted for exchange in accordance with the terms of the Exchange Offer, we will issue $1,000 principal amount of New Notes and pay the Total Cash Consideration. Only holders who validly tender their Old Notes prior to the Early Exchange Date, who do not validly withdraw their tenders and whose tenders are accepted for exchange will receive the Total Cash Consideration. Holders who validly tender their Old Notes after the Early Exchange Date and prior to the Expiration Date and who do not validly withdraw their tenders will receive, for each $1,000 principal amount of Old Notes we accept for exchange, $1,000 principal amount of New Notes plus the Total Cash Consideration and less the Early Exchange Premium.

        Under no circumstances will any interest be payable because of any delay by the Exchange Agent or DTC in the transmission of funds to the holders of accepted Old Notes or otherwise.

Accrued Interest

        Holders whose Old Notes are accepted for exchange will not receive payment for Accrued Interest. Rather, the New Notes will bear interest at a rate per annum equal to the sum of (i) the New Notes Treasury Yield (as hereinafter defined), plus (ii) the New Notes Fixed Spread (as hereinafter defined), plus (iii) additional basis points in respect of the Accrued Interest.

        The New Notes Treasury Yield is the bid-side yield on the 3.625% US Treasury note maturing on 15 February 2020 (the New Notes Reference US Treasury Security) as of 2:00 p.m., New York City time (based on the bid-side price indicated on the Bloomberg Screen page PX1 at such time or any recognised quotation source selected by the Dealer Managers in their sole discretion if the Bloomberg Government Pricing Monitor is not available or is manifestly erroneous), on the Pricing Determination Date. The New Notes Fixed Spread is                         basis points. The number of additional basis points in respect of Accrued Interest will be equal to the number of basis points necessary to be added to the sum of the New Notes Treasury Yield and the New Notes Fixed Spread (the New Notes Treasury Yield and the New Notes Fixed Spread, together, the "New Notes Yield") to reach an interest rate per annum on the New Notes such that the sum of the present values of the scheduled

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payments of principal and interest at such rate per annum on $1,000 principal amount of New Notes discounted to the Settlement Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the New Notes Yield will be equal to $1,000 plus the Accrued Interest.

Determination of the Total Cash Consideration and Interest Rate of the New Notes

        The Total Cash Consideration for Old Notes accepted for exchange in the Exchange Offer is equal to the difference between: a) the discounted value from the Settlement Date to maturity of the remaining payments of principal and interest (excluding accrued interest) per $1,000 principal amount of Old Notes, using a discount rate equal to the sum of: (i) the bid-side yield on the Old Notes Reference US Treasury Security as of 2:00 p.m., New York City time (based on the bid-side price indicated on the Bloomberg Screen page PX1 at such time or any recognised quotation source selected by the Dealer Managers in their sole discretion if the Bloomberg Government Pricing Monitor is not available or is manifestly erroneous), on the Pricing Determination Date, plus (ii)                     basis points and b) $1,000.

        The New Notes will bear interest at a rate per annum equal to the sum of (i) the New Notes Treasury Yield, plus (ii) the New Notes Fixed Spread, plus (iii) additional basis points in respect of the Accrued Interest. See '—Accrued Interest'.

        The yield to maturity on the Old Notes Reference US Treasury Security and the New Notes Reference US Treasury Security (calculated in accordance with standard market practice) will be based on the bid-side yield at 2:00 p.m., New York City time (based on the bid-side price indicated on the Bloomberg screen page PX1 at such time or any recognised quotation source selected by the Dealer Managers in their sole discretion if the Bloomberg Government Pricing Monitor is not available or is manifestly erroneous), on the Pricing Determination Date.

        The Dealer Managers will calculate the Total Cash Consideration payable in respect of the Old Notes and the interest rate payable on the New Notes, and their calculations will be final and binding absent manifest error. We will publicly announce the Total Cash Consideration for the Old Notes and the interest rate payable on the New Notes promptly after they are determined by the Dealer Managers.

        You can obtain recently calculated hypothetical quotes of the yields for the Old Notes Reference US Treasury Security and the New Notes Reference US Treasury Security, the hypothetical Total Cash Consideration for the Old Notes and the hypothetical interest rate payable on the New Notes prior to the Pricing Determination Date, and can obtain the actual yields for the Old Notes Reference US Treasury Security and the New Notes Reference US Treasury Security, the Total Cash Consideration for the Old Notes and the interest rate payable on the New Notes after the Pricing Determination Date, by contacting                    at                     . Although the Dealer Managers will calculate the Total Cash Consideration for the Old Notes based solely on the yield on the Old Notes Reference US Treasury Security and the interest rate payable on the New Notes based solely on the yield on the New Notes Reference US Treasury Security, as described above, you can also find information regarding the closing yield to maturity for the Old Notes Reference US Treasury Security and the New Notes Reference US Treasury Security on any trading day in The Wall Street Journal and The New York Times.

Illustrative Example

        The information provided in the following table is for illustrative purposes only, and we make no representation with respect to the actual consideration that may be paid pursuant to the Exchange Offer or the actual interest rate to be payable on the New Notes. The Total Cash Consideration may be greater or less than that shown in the following table, depending on the yield on the Old Notes Reference US Treasury Security as of the Pricing Determination Date. Similarly, the interest rate

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payable on the New Notes may be greater or less than that shown in the following table, depending on the yield on the New Notes Reference US Treasury Security as of the Pricing Determination Date.

        The following illustrates the hypothetical Total Cash Consideration per $1,000 principal amount of Old Notes accepted for exchange and the hypothetical interest rate payable on the New Notes, assuming a Settlement Date of                    2010, Old Notes Reference US Treasury Security and New Notes Reference US Treasury Security yields as of 2:00 p.m., New York City time, on                     2010. Please see Annex A, attached hereto, for further pricing details.

        Example A: Investor tenders $10,000,000 of Old Notes prior to the Early Exchange Date and receives:

        Example B: Investor tenders $10,000,000 of Old Notes after the Early Exchange Date but prior to the Expiration Date and receives:

Proration

        Assuming we have not previously elected to terminate the Exchange Offer, upon satisfaction or waiver of the conditions listed below, we will exchange up to $1,000,000,000 aggregate principal amount of the Old Notes for New Notes, subject to the requirement that we receive valid tenders, not validly withdrawn, of at least $                    aggregate principal amount of Old Notes. As of the date of this prospectus, there was $1,500,000,000 aggregate principal amount of Old Notes outstanding. If Old Notes having an aggregate principal amount of more than $1,000,000,000 are validly tendered and not validly withdrawn, we will accept for exchange only Old Notes in an aggregate principal amount up to $1,000,000,000 on a pro rata basis among the tendering holders. In the event of proration, each valid tender of Old Notes will be multiplied by the proration factor, which we will determine as soon as practicable after the Expiration Date, and the resulting amount will be rounded down to the nearest multiple of $1,000, in order to determine the principal amount of such tendered notes to be accepted in the Exchange Offer. Any Old Notes not accepted for exchange as a result of proration will be returned to tendering holders promptly after the final proration factor is determined.

Conditions of the Exchange Offer

        We will not be required to accept for exchange, or to issue New Notes or pay any cash amounts in respect of, any Old Notes tendered pursuant to the Exchange Offer, and we may terminate, extend or

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amend the Exchange Offer and may (subject to Rule 14e-1 under the Exchange Act) postpone the acceptance for exchange of, and issuance of New Notes and payment of cash amounts in respect of, any Old Notes so tendered in the Exchange Offer, unless each of the following conditions are satisfied as of the Expiration Date:

•

there shall have been validly tendered, and not validly withdrawn, by the Expiration Date at least $                     aggregate principal amount of Old Notes;



•

there shall not have been any change or development that in our reasonable judgment might be expected to prohibit, restrict or delay the consummation of the Exchange Offer or otherwise materially reduce the anticipated benefits to us of the Exchange Offer or that has had, or could reasonably be expected to have, a material adverse effect on us, our businesses, condition (financial or otherwise) or prospects, the Old Notes or the New Notes;



•

there shall not have been instituted or threatened any action, proceeding or investigation by or before, and no injunction, order or decree shall have been issued by, and no statute, rule or regulation shall be proposed, introduced, enacted, promulgated or deemed applicable to the Exchange Offer by, any governmental authority, including any court, governmental, regulatory or administrative branch or agency, tribunal or instrumentality, that relates in any manner to the Exchange Offer and that in our reasonable judgment makes it advisable to us to terminate the Exchange Offer;



•

there shall not have occurred:



•

any general suspension of or limitation on trading in securities in the United States or the United Kingdom securities or financial markets, whether or not mandatory;



•

any disruption in the trading of our securities or material change in the trading prices of the Old Notes;



•

a declaration, whether or not mandatory, of a banking moratorium or any suspension of payments with respect to banks in the United States or the United Kingdom or any limitation, whether or not mandatory, by any governmental agency or authority which adversely affects the extension of credit;



•

any limitation, whether or not mandatory, by a governmental agency or authority which may adversely affect our ability to complete the Exchange Offer;



•

a commencement of a war or armed hostilities or other national or international calamity, including but not limited to, catastrophic terrorist attacks against the United States or the United Kingdom or their respective citizens; or



•

in the case of any of the foregoing existing at the time of the commencement of the Exchange Offer, a material acceleration or worsening thereof;



•

the trustee with respect to the indenture for the Old Notes that are the subject of the Exchange Offer and the New Notes to be issued in the Exchange Offer shall not have been directed by any holders of Old Notes to object in any respect to, nor take any action that could, in our reasonable judgment, adversely affect the consummation of the Exchange Offer or the exchange of Old Notes for New Notes under the Exchange Offer, nor shall the trustee have taken any action that challenges the validity or effectiveness of the procedures used by us in making the Exchange Offer, the exchange of Old Notes for New Notes under the Exchange Offer or the delivery of any cash amounts; and



•

the registration statement of which this document forms a part shall have become effective, no stop order suspending its effectiveness shall have been issued, and no proceedings for that

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purpose shall have been instituted or shall be pending or, to our knowledge, shall be contemplated or threatened by the SEC.

        Although we have no present plans to do so, we expressly reserve the right to amend or terminate the Exchange Offer. We may also reject for exchange any Old Notes not previously accepted for exchange, if any of the conditions to the Exchange Offer specified above are not satisfied. In addition, we expressly reserve the right, at any time or at various times, to waive any conditions to the Exchange Offer, in whole or in part, except as to the requirement that the registration statement be declared effective, which condition we cannot waive. We will give oral or written notice (with any oral notice to be promptly confirmed in writing) of any amendment, non-acceptance, termination or waiver to the Exchange Agent as promptly as practicable, followed by a timely press release.

        These conditions are for our sole benefit, and we may assert them regardless of the circumstances that may give rise to them, or waive them in whole or in part, at any or at various times in our sole discretion. If we fail at any time to exercise any of the foregoing rights, this failure will not constitute a waiver of such right. Each such right will be deemed an ongoing right that we may assert at any time or at various times. Any determination made by us concerning an event, development or circumstance described or referred to above will be conclusive and binding.

        In addition, subject to applicable law, we may in our absolute discretion terminate the Exchange Offer for any other reason.

Early Exchange Date; Expiration Date; Extension; Termination; Amendment

        The Early Exchange Date is 5:00 p.m., New York City time, on                    2010, unless extended, in which case the Early Exchange Date will be such time and date to which the Early Exchange Date is extended. The Expiration Date is 11:59 p.m., New York City time, on                    2010, unless extended, in which case the Expiration Date will be such time and date to which the Expiration Date is extended.

        We reserve the right to extend the Expiration Date, and delay acceptance for exchange of the Old Notes tendered in the Exchange Offer, by giving oral or written notice to the Exchange Agent and by a public announcement no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date. During any such extension, all Old Notes you have previously tendered in the Exchange Offer will remain subject to the Exchange Offer and subject to your right to withdraw in accordance with the Exchange Offer.

        We reserve the right, regardless of whether or not the conditions to the Exchange Offer have been satisfied but subject to applicable law, to terminate the Exchange Offer prior to the Expiration Date or to amend it in any respect. If we terminate or amend the Exchange Offer, we will notify the Exchange Agent by oral or written notice and will issue a timely public announcement regarding the termination or amendment. Upon termination of the Exchange Offer for any reason, any Old Notes previously tendered in the Exchange Offer will be promptly returned to the tendering holders.

        If we make a material change in the terms of the Exchange Offer or the information concerning the Exchange Offer, or waive a material condition of the Exchange Offer, we will promptly disseminate disclosure regarding the change or waiver, and extend the Exchange Offer, if required by law, so that the Exchange Offer remains open for a minimum of five business days from the date we disseminate that disclosure.

        If we make a change in the consideration offered in the Exchange Offer, we will promptly disseminate disclosure regarding the change and extend the Exchange Offer, if required by law, so that the Exchange Offer remains open a minimum of ten business days from the date we disseminate that disclosure.

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Procedures for Tendering Old Notes

        All of the Old Notes were issued in book-entry form, and all of the Old Notes are currently represented by one or more global certificates held for the account of DTC. If you desire to tender Old Notes, you may tender such Old Notes to the Exchange Agent through DTC's ATOP or by submitting a signed Letter of Transmittal, together with a confirmation of book-entry transfer of the Old Notes and any other required documents, in either case by following the procedures set forth below.

How to Tender If You Are a Beneficial Owner but Not a DTC Participant

        Any beneficial owner whose Old Notes are held of record by a broker, dealer, commercial bank, trust company or other nominee and who wishes to tender Old Notes should contact such nominee promptly and instruct such entity to tender Old Notes on such beneficial owner's behalf. In addition, if you are a beneficial owner which holds Old Notes through Euroclear or Clearstream and wish to tender your Old Notes, you must instruct Euroclear or Clearstream, as the case may be, to block the account in respect of the tendered Old Notes in accordance with the procedures established by Euroclear or Clearstream. You are encouraged to contact Euroclear and Clearstream directly to ascertain their procedure for tendering Old Notes. If you hold your Old Notes through a broker, dealer, commercial bank, trust company or other nominee, including through Euroclear or Clearstream, you should keep in mind that such entity may require you to take action with respect to the Exchange Offer a number of days before the Early Exchange Date or the Expiration Date in order for such entity to tender Old Notes on your behalf on or prior to the Early Exchange Date or the Expiration Date, as applicable.

How to Tender If You Are a DTC Participant

        To participate in the offer, a DTC participant must:

•

comply with the ATOP procedures of DTC described below; or



•

(i) complete and sign and date the Letter of Transmittal, or a facsimile of the Letter of Transmittal; (ii) have the signature on the Letter of Transmittal guaranteed if the Letter of Transmittal so requires; and (iii) mail or deliver the Letter of Transmittal or facsimile thereof to the Exchange Agent prior to the Early Exchange Date or the Expiration Date, as applicable.

        In addition, either:

•

the Exchange Agent must receive, prior to the Early Exchange Date or the Expiration Date, as applicable, a properly transmitted Agent's Message (as described below under '—Tendering through DTC's ATOP'); or



•

the Exchange Agent must receive, prior to the Early Exchange Date or the Expiration Date, as applicable, a timely confirmation of book-entry transfer of tendered Old Notes into the Exchange Agent's account at DTC according to the procedure for book-entry transfer described below, the Letter of Transmittal and any other documents required by the Letter of Transmittal.

        Tenders of Old Notes pursuant to the procedures described above, and acceptance thereof by us, will constitute a binding agreement between the tendering holder and us upon the terms and subject to the conditions of the Exchange Offer, which agreement will be governed by the laws of the State of New York.

        No documents should be sent to us, the Dealer Managers or the Information Agent. Delivery of a Letter of Transmittal or an Agent's Message transmitted through ATOP is at the election and risk of the person delivering or transmitting, and delivery will be deemed made only when actually received by the Exchange Agent.

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        By tendering Old Notes pursuant to the Exchange Offer, you will be deemed to have agreed that the delivery and surrender of the Old Notes is not effective, and the risk of loss of the Old Notes does not pass to the Exchange Agent, until receipt by the Exchange Agent of the items listed above together with all accompanying evidences of authority and any other required documents in form satisfactory to us. In all cases, you should allow sufficient time to assure delivery to the Exchange Agent on or prior to the Early Exchange Date or the Expiration Date, as applicable.

        By tendering Old Notes pursuant to the Exchange Offer, you will be deemed to have made the representations and warranties set forth in the Letter of Transmittal, including that you have full power and authority to tender, sell, assign and transfer the Old Notes tendered thereby and that when such Old Notes are accepted for exchange by us, we will acquire good title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim or right. You will also be deemed to have agreed to, upon request, execute and deliver any additional documents deemed by the Exchange Agent or by us to be necessary or desirable to complete the sale, assignment and transfer of the Old Notes tendered thereby.

        We have not provided guaranteed delivery provisions in connection with the Exchange Offer. You must tender your Old Notes in accordance with the procedures set forth herein.

Tendering through DTC's ATOP

        The Exchange Agent will establish an account at DTC with respect to the Old Notes for purposes of the Exchange Offer, and any financial institution that is a DTC participant may make book-entry delivery of eligible Old Notes by causing DTC to transfer such Old Notes into the Exchange Agent's account in accordance with DTC's procedures for such transfer.

        The Exchange Agent and DTC have confirmed that Old Notes held in book-entry form through DTC that are to be tendered in the Exchange Offer are eligible for ATOP. To effectively tender Old Notes through ATOP, DTC participants may, in lieu of physically completing and signing the Letter of Transmittal and delivering it to the Exchange Agent, electronically transmit their acceptance through ATOP, and DTC will then verify the acceptance, execute a book-entry delivery to the Exchange Agent's account at DTC and send an Agent's Message to the Exchange Agent for its acceptance. The confirmation of a book-entry transfer into the Exchange Agent's account at DTC as described above is referred to herein as a 'Book-Entry Confirmation'. Delivery of documents to DTC does not constitute delivery to the Exchange Agent.

        The term 'Agent's Message' means a message transmitted by DTC to, and received by, the Exchange Agent and forming a part of the Book-Entry Confirmation, which states that DTC has received an express acknowledgment from the DTC participant described in such Agent's Message, stating that such participant has received and agrees to be bound by the terms and conditions of the Exchange Offer as set forth in this prospectus and the Letter of Transmittal, and that we may enforce such agreement against such participant.

        If you desire to tender your Old Notes on the Early Exchange Date or the Expiration Date through ATOP, you should note that you must allow sufficient time for completion of the ATOP procedures during the normal business hours of DTC on such date.

Signature Guarantees

        All signatures on a Letter of Transmittal or a notice of withdrawal, as the case may be, must be guaranteed by a recognised participant in the Securities Transfer Agents Medallion Program, the NYSE Medallion Signature Program or the Stock Exchange Medallion Program (each, a Medallion Signature Guarantor) unless the Old Notes tendered or withdrawn, as the case may be, pursuant thereto are tendered (1) by the DTC participant whose name appears on a security position listing as the owner of Old Notes who has not completed the box entitled Special Payment Instructions or Special Delivery

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Instructions on the Letter of Transmittal or (2) for the account of a member firm of a registered national securities exchange, a member of Financial Industry Regulatory Authority, Inc. or a commercial bank, trust company or other nominee having an office or correspondent in the United States. If Old Notes are registered in the name of a person other than the signer of a Letter of Transmittal or a notice of withdrawal, as the case may be, or if delivery of the New Notes is to be made or tendered Old Notes that are not accepted are to be returned to a person other than the holder, then the signature on the Letter of Transmittal accompanying the tendered Old Notes must be guaranteed by a Medallion Signature Guarantor as described above.

Determination of Validity

        All questions as to the form of all documents and the validity (including time of receipt) and acceptance of tenders and withdrawals of Old Notes will be determined by us, in our sole discretion, which determination shall be final and binding. Alternative, conditional or contingent tenders will not be considered valid. We reserve the absolute right to reject any or all tenders of Old Notes that we determine are not in proper form or not properly tendered or the acceptance of which would, in our opinion, be unlawful. We also reserve the right to waive any defects, irregularities or conditions of tender as to particular Old Notes. A waiver of any defect or irregularity with respect to the tender of one Old Note shall not constitute a waiver of the same or any other defect or irregularity with respect to the tender of any other Old Notes except to the extent we may otherwise so provide. Our interpretations of the terms and conditions of the Exchange Offer, including the terms and instructions in the Letter of Transmittal, will be final and binding. Tenders of Old Notes shall not be deemed to have been made until any defects or irregularities have been waived by us or cured. None of us, the trustee, the Exchange Agent, the Dealer Managers, the Information Agent or any other person will be under any duty to give notice of any defects or irregularities in tenders of Old Notes, or will incur any liability to you for failure to give any such notice.

Compliance with 'Short Tendering' Rule

        It is a violation of Rule 14e-4 under the Exchange Act for a person, directly or indirectly, to tender Old Notes for such person's own account unless the person so tendering (a) has a net long position equal to or greater than the aggregate principal amount of the Old Notes being tendered and (b) will cause such Old Notes to be delivered in accordance with the terms of the Exchange Offer. Rule 14e-4 provides a similar restriction applicable to the tender or guarantee of a tender on behalf of another person.

        A tender of Old Notes in response to the Exchange Offer under any of the procedures described above will constitute a binding agreement between the tendering holder and us with respect to the Exchange Offer upon the terms and subject to the conditions of the Exchange Offer, including the tendering holder's acceptance of the terms and conditions of the Exchange Offer, as well as the tendering holder's representation and warranty that (a) such holder has a net long position in the Old Notes being tendered pursuant to the Exchange Offer within the meaning of Rule 14e-4 under the Exchange Act and (b) the tender of such Old Notes complies with Rule 14e-4.

Acceptance of Old Notes for Purchase; Delivery of New Notes

        Upon the terms and subject to the conditions of the Exchange Offer, and subject to the proration as described above, we will accept for exchange, and promptly deliver the New Notes and applicable cash consideration in exchange for, validly tendered Old Notes that were not validly withdrawn pursuant to the Exchange Offer. Valid tenders of the Old Notes pursuant to the Exchange Offer will be accepted only in liquidation amounts of $1,000 or integral multiples thereof.

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        For purposes of the Exchange Offer, we will be deemed to have accepted Old Notes for exchange if, as and when we give oral (promptly confirmed in writing) or written notice thereof to the Exchange Agent.

        We will deliver New Notes and applicable cash consideration in exchange for Old Notes accepted for exchange in the Exchange Offer as soon as practicable after the Expiration Date and the determination of the proration factor, if any, by issuing the New Notes and paying such cash consideration on the Settlement Date to the Exchange Agent, which will act as agent for you for the purpose of receiving the New Notes and cash consideration and transmitting the New Notes and cash consideration to you. Tendering holders of the Old Notes should indicate in the applicable box in the Letter of Transmittal or to the book-entry transfer facility in the case of holders who electronically transmit their acceptance through ATOP the name and address to which delivery of the New Notes and payment of cash consideration on the Old Notes accepted for exchange is to be sent, if different from the name and address of the person signing the Letter of Transmittal or transmitting such acceptance through ATOP.

        We expressly reserve the right, subject to applicable law, to (1) delay acceptance for exchange of Old Notes tendered under the Exchange Offer or the delivery of New Notes, cash consideration in exchange for the Old Notes accepted for purchase (subject to Rule 14e-1 under the Exchange Act, which requires that we pay the consideration offered or return the Old Notes deposited by or on behalf of the holders promptly after the termination or withdrawal of any of the Exchange Offer), or (2) terminate the Exchange Offer at any time.

        If, for any reason, acceptance for exchange of validly tendered Old Notes pursuant to the Exchange Offer is delayed, or we are unable to accept for exchange validly tendered Old Notes pursuant to the Exchange Offer, then the Exchange Agent may, nevertheless, on behalf of us, retain (subject to Rule 14e-1 described above) tendered Old Notes, without prejudice to our rights described under '—Early Exchange Date; Expiration Date; Extension; Termination; Amendment' and '—Conditions of the Exchange Offer' above and '—Withdrawal of Tenders' below.

        We reserve the right to transfer or assign, in whole or from time to time in part, to one or more of our affiliates or any third party the right to exchange all or any of the Old Notes tendered pursuant to the Exchange Offer for the New Notes and cash consideration due with respect to the Old Notes, but any such transfer or assignment will not relieve us of our obligations under the Exchange Offer and will in no way prejudice your rights to receive the New Notes and cash consideration on Old Notes validly tendered and not validly withdrawn and accepted for payment pursuant to the Exchange Offer as provided for herein.

        You will not be obliged to pay brokerage commissions or fees to the Dealer Managers, the Exchange Agent, the Information Agent or us with respect to the Exchange Offer.

        We will pay all transfer taxes applicable to the exchange and transfer of Old Notes pursuant to the Exchange Offer, except if the delivery of the New Notes and payment of cash consideration is being made to, or if Old Notes not tendered or not accepted for payment are registered in the name of, any person other than the holder of Old Notes tendered thereby or Old Notes are credited in the name of any person other than the person(s) signing the Letter of Transmittal or electronically transmitting acceptance through ATOP, as applicable; then, in such event, delivery and payment shall not be made unless satisfactory evidence of the payment of such taxes or exemption therefrom is submitted.

        Neither Diageo nor Diageo Capital will be liable for any interest as a result of a delay by the Exchange Agent or DTC in distributing the consideration for the Exchange Offer.

Withdrawal of Tenders

        You may withdraw your tender of Old Notes at any time on or prior to the Expiration Date. You may only withdraw your tender of Old Notes after the Expiration Date as permitted by law.

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        For a withdrawal of a tender of Old Notes to be effective, a written or facsimile transmission notice of withdrawal must be received by the Exchange Agent on or prior to the Expiration Date, by mail, fax or hand delivery at the address set forth on the back cover of this prospectus or by a properly transmitted 'Request Message' through ATOP. Any such notice of withdrawal must:

•

specify the name of the person who tendered the Old Notes to be withdrawn and the name of the DTC participant whose name appears on the security position listing as the owner of such Old Notes, if different from that of the person who deposited the Old Notes,



•

identify the Old Notes to be withdrawn (including the principal amount of such Old Notes),



•

unless transmitted through ATOP, be signed by the holder thereof in the same manner as the original signature on the Letter of Transmittal, including any required signature guarantee(s), and



•

if the Letter of Transmittal was executed by a person other than the DTC participant whose name appears on a security position listing as the owner of Old Notes, be accompanied by a properly completed irrevocable proxy that authorised such person to effect such withdrawal on behalf of such holder.

        Withdrawal of Old Notes may be accomplished only in accordance with the foregoing procedures.

        Holders may not rescind their valid withdrawals of tendered Old Notes, and any Old Notes properly withdrawn will thereafter be deemed not validly tendered for purposes of the Exchange Offer. However, Old Notes validly withdrawn may thereafter be retendered at any time on or prior to the Expiration Date by following the procedures described under '—Procedures for Tendering Old Notes'. Holders who tender Old Notes prior to the Early Exchange Date, validly withdraw the tender and subsequently validly re-tender such notes after the Early Exchange Date but before the Expiration Date will not receive the Early Exchange Premium.

        All questions as to the form and validity (including time of receipt) of any notice of withdrawal of a tender will be determined by us, which determination shall be final and binding. We reserve the absolute right to reject any or all attempted withdrawals of Old Notes that are not in proper form or the acceptance of which would, in our opinion, be unlawful. We also reserve the right to waive any defects, irregularities or conditions of a withdrawal as to particular Old Notes. A waiver of any defect or irregularity with respect to the withdrawal of one Old Note shall not constitute a waiver of the same or any other defect or irregularity with respect to the withdrawal of any other Old Notes except to the extent we may otherwise so provide. Withdrawals of Old Notes shall not be deemed to have been made until any defects or irregularities have been waived by us or cured. None of us, the trustee, the Exchange Agent, the Dealer Managers, the Information Agent or any other person will be under any duty to give notification of any defect or irregularity in any notice of withdrawal of a tender or incur any liability for failure to give any such notification.

Return of Unaccepted Old Notes

        Any tendered Old Notes that are not accepted for exchange will be returned without expense to the tendering holder. Such Old Notes will be credited to the account maintained at DTC from which they were delivered and returned promptly after the expiration or termination of the Exchange Offer.

Security Ownership

        Neither we, nor to the best of our knowledge, any of our executive officers, directors, affiliates or subsidiaries nor, to the best of our knowledge, any of our subsidiaries' directors or executive officers, nor any associates or subsidiaries of any of the foregoing, (a) owns any Old Notes or (b) has effected any transactions involving the Old Notes during the 60 days prior to the date of this prospectus.

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Consequences of Failure to Exchange Old Notes

        Depending on the amount of Old Notes that are accepted for exchange in the Exchange Offer, the trading market for the Old Notes that remain outstanding after the Exchange Offer may be more limited. A reduced trading volume may decrease the price and increase the volatility of the trading price of the Old Notes that remain outstanding following the Exchange Offer. If the Exchange Offer is successful, the market price for the Old Notes may be depressed and there may be a limited trading market for the Old Notes.

        Old Notes not tendered and purchased in the Exchange Offer will remain outstanding. The terms and conditions governing the Old Notes, including the covenants and other protective provisions contained in the indenture governing the Old Notes, will remain unchanged. No amendments to the indenture governing the Old Notes is being sought.

No Appraisal or Dissenters' Rights

        No appraisal or dissenters' rights are available to holders of Old Notes under applicable law in connection with the Exchange Offer.

Accounting Treatment

        Because we expect that the terms of the New Notes will not differ substantially from the terms of the Old Notes, under IAS 39 we will not recognise any gain or loss on the exchange for accounting purposes. The cash consideration paid to holders of Old Notes accepted for exchange, the expenses related to the Exchange Offer and the remaining unamortised fees related to the Old Notes will be amortised over the term of the New Notes as a discount, using an effective interest method, and recorded in interest expense. Similarly, the interest accrued on both the Old Notes and the New Notes will continue to be charged to interest expense. Accordingly, the New Notes are included on our balance sheets net of the unamortised discount under the caption long-term debt, net.

Subsequent Repurchases

        From time to time before or after completion of the Exchange Offer, we or our affiliates may acquire additional Old Notes in the open market, privately negotiated transactions, exchange offers, tender offers, redemption or otherwise. Future purchases of Old Notes may be on terms that are more or less favourable than those of the Exchange Offer. Future purchases, if any, will depend on many factors, including market conditions and the condition of our business.

Exchange Agent

                            is the Exchange Agent for the Exchange Offer. Letters of Transmittal and all correspondence in connection with the Exchange Offer should be sent or delivered by each holder of Old Notes, or a beneficial owner's bank, broker, custodian or other nominee, to the Exchange Agent at the address listed on the back cover page of this prospectus. We will pay the Exchange Agent reasonable and customary fees for its services and will reimburse it for its reasonable out-of-pocket expenses.

        Delivery of the Letter of Transmittal to an address other than as set forth on the back cover of this prospectus or transmission of such Letter of Transmittal via facsimile other than as set forth on the back cover of this prospectus does not constitute a valid delivery of the Letter of Transmittal.

Information Agent

                            is the Information Agent for the Exchange Offer. Questions concerning the terms of the Exchange Offer or tender procedures and requests for additional copies of this document or the Letter of Transmittal should be directed to the Information Agent at its address and telephone number

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listed on the back cover page of this prospectus. Holders of Old Notes may also contact their bank, broker, custodian, or other nominee concerning the Exchange Offer. We will pay the Information Agent reasonable and customary fees for its services and will reimburse it for its reasonable out-of-pocket expenses.

Dealer Managers

        The Dealer Managers for the Exchange Offer are Goldman, Sachs & Co. (Goldman Sachs) and J.P. Morgan Securities Inc. (J.P. Morgan). As Dealer Managers for the Exchange Offer, Goldman Sachs and J.P. Morgan will perform services customarily provided by investment banking firms acting as Dealer Managers of exchange offers of a like nature, including, but not limited to, soliciting tenders of Old Notes pursuant to the Exchange Offer and communicating generally regarding the Exchange Offer with banks, brokers, custodians, nominees and other persons, including holders of Old Notes. The obligation of the Dealer Managers to perform their functions is subject to customary conditions. We will pay the Dealer Managers reasonable and customary fees for their services and will reimburse them for their reasonable out-of-pocket expenses. We have also agreed to indemnify the Dealer Managers and their respective affiliates against certain liabilities in connection with their services, including liabilities under the federal securities laws.

        At any given time, the Dealer Managers may trade in the Old Notes or our other securities for their own accounts or for the accounts of customers, and accordingly, may hold a long or a short position in the Old Notes or such other securities.

        The Dealer Managers have provided in the past and/or are currently providing other investment and commercial banking and financial advisory services to us. The Dealer Managers and their affiliates may in the future provide various investment and commercial banking and other services to us for which they would receive customary compensation.

Brokerage Commissions

        Holders that tender their Old Notes to the Exchange Agent do not have to pay a brokerage fee or commission to us, the Dealer Managers or the Exchange Agent in connection with the tender of such securities. However, if a tendering holder handles the transaction through its bank, broker, custodian or nominee, that holder may be required to pay that bank, broker, custodian or nominee brokerage fees or commissions.

Fees and Expenses

        We will bear the expenses of soliciting tenders of Old Notes. The principal solicitation is being made by mail. Additional solicitation may, however, be made by e-mail, facsimile transmission, and telephone or in person by our officers and other employees and those of our affiliates and others acting on our behalf.

No Recommendation

        None of us, the trustee, the Dealer Managers, the Exchange Agent or the Information Agent makes any recommendation as to whether you should exchange your Old Notes in the Exchange Offer. We have not retained, and do not intend to retain, any unaffiliated representative to act on behalf of the holders of the Old Notes for purposes of negotiating the Exchange Offer, preparing a report concerning the fairness of the Exchange Offer to you or to us or determining that the total consideration offered in the Exchange Offer represents a fair valuation of either the Old Notes or the New Notes. If you tender your Old Notes, you may not receive more value than if you choose to keep them. The value of the New Notes to be issued in the Exchange Offer may not equal or exceed the value of the Old Notes tendered. You must make your own independent decision regarding your

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participation in the Exchange Offer. See 'Risk Factors—Risks Related to the Exchange Offer—We have not obtained a third-party determination that the Exchange Offer is fair to holders of the Old Notes'.

Certain Matters Relating to Non-US Jurisdictions

        Although we will mail this document to holders of the Old Notes to the extent required by US law, this document is not an offer to sell or exchange and it is not a solicitation of an offer to buy or exchange securities in any jurisdiction in which such offer, sale, purchase or exchange is not permitted. Countries outside the United States generally have their own legal requirements that govern securities offerings made to persons resident in those countries and often impose stringent requirements about the form and content of offers made to the general public. We have not taken any action under those non-US regulations to facilitate a public offer to exchange outside the United States. Therefore, the ability of any non-US person to tender Old Notes in the Exchange Offer will depend on whether there is an exemption available under the laws of such person's home country that would permit the person to participate in the Exchange Offer without the need for us to take any action to facilitate a public offering in that country or otherwise. For example, some countries exempt transactions from the rules governing public offerings if they involve persons who meet certain eligibility requirements relating to their status as sophisticated or professional investors. Non-US holders should consult their advisors in considering whether they may participate in the Exchange Offer in accordance with the laws of their home countries and, if they do participate, whether there are any restrictions or limitations on transactions in the New Notes that may apply in their home countries. We and the Dealer Managers cannot provide any assurance about whether such limitations may exist. By signing or being deemed to sign the Letter of Transmittal, you are representing that if you are located outside the United States the offer to you and your acceptance of it does not contravene the applicable laws where you are located.

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DESCRIPTION OF THE NEW NOTES

        This section summarises the material provisions of the indenture, the New Notes and the guarantees. However, because it is a summary, it does not describe every aspect of the indenture, the New Notes or the guarantees. This summary is subject to and qualified in its entirety by reference to all the provisions of the indenture, including some of the terms used in the indenture. We describe the meaning for only the more important terms. We also include references in parentheses to some sections of the indenture. Whenever we refer to particular sections or defined terms of the indenture in this prospectus, those sections or defined terms are incorporated by reference herein.

        The New Notes will be issued only in fully registered form without interest coupons.

        Some Definitions.    We have defined some of the terms that we use frequently in this section of the prospectus:

        A 'business day' means any day, other than a Saturday or Sunday that is neither a legal holiday nor a day on which banking institutions are authorised or required by law or regulation to close in New York City or in the City of London.

        An 'interest payment date' for the New Notes means a date on which, under the terms of the New Notes, regularly scheduled interest is payable.

Indenture

        As required by US federal law for all bonds and notes of companies that are publicly offered, the New Notes are governed by a document called the indenture. The indenture relating to the New Notes is a contract, dated as of 3 August 1998, among Diageo Capital, Diageo and The Bank of New York Mellon.

        Pursuant to an Agreement of Resignation, Appointment and Acceptance dated 16 October 2007 by and among Diageo, Diageo Capital, The Bank of New York and Citibank NA, The Bank of New York Mellon has become the successor trustee to Citibank NA under the indenture.

        The trustee has two main roles:

•

First, it can enforce your rights against us if we default. There are some limitations on the extent to which the trustee acts on your behalf, described under '—Default and Related Matters—Events of Default—Remedies If an Event of Default Occurs' below; also see Article Six of the indenture; and



•

Second, the trustee performs administrative duties for us, such as sending you interest payments, transferring your New Notes to a new buyer if you sell and sending you notices.

        Diageo acts as the guarantor of the New Notes issued under the indenture. The guarantees are described under '—Guarantees' below.

        The indenture and its associated documents contain the full legal text of the matters described in this section. The indenture, the New Notes and the guarantees are governed by New York law. The indenture is an exhibit to the registration statement of which this prospectus is a part. See 'Where You Can Find More Information About Us' for information on how to obtain a copy.

General

        Book-entry interests in the New Notes will be issued in minimum denominations of $1,000 and in integral multiples of $1,000. Interest on the New Notes will be computed on the basis described under '—Interest—How Interest Is Calculated'. We will apply to list the New Notes on the New York Stock

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Exchange. Trading on the New York Stock Exchange is expected to commence within 30 days after delivery of the New Notes. The New Notes and guarantees thereof are governed by New York law.

        The New 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.

        We will issue the New Notes in fully registered form. The New Notes will be represented by one or more global securities registered in the name of a nominee of DTC. You will hold beneficial interest in the New Notes through DTC and its participants, including Euroclear and Clearstream. We expect to deliver the New Notes through the facilities of DTC on the Settlement Date. Indirect holders trading their beneficial interests in the New Notes through DTC must trade in DTC's same-day funds settlement system and pay in immediately available funds. Secondary market trading through Euroclear and Clearstream will occur in the ordinary way following the applicable rules and operating procedures of Euroclear and Clearstream. See 'Clearance and Settlement' for more information about these clearing systems.

        Payment of principal of and interest on the New Notes, so long as the New Notes are represented by global securities, as discussed below, will be made in immediately available funds. Beneficial interests in the global securities will trade in the same-day funds settlement system of DTC, and secondary market trading activity in such interests will therefore settle in same-day funds.

        We may, without the consent of the holders of the New Notes, issue additional notes having the same ranking and same interest rate, maturity date, redemption terms and other terms as the New Notes except for the price to the public and issue date. Such additional notes, together with the New Notes offered by this prospectus, will constitute a single series of securities under the indenture. There is no limitation on the amount of notes or other debt securities that we may issue under such indenture.

Interest

        The New Notes will bear interest at a rate per annum equal to the sum of (i) the New Notes Treasury Yield, plus (ii) the New Notes Fixed Spread, plus (iii) additional basis points in respect of the Accrued Interest. See 'The Exchange Offer—Terms of the Exchange Offer—Accrued Interest'. Interest will be payable semi-annually in arrears on                    and                    of each year, commencing on                    and continuing until the principal is paid or made available for payment.

How Interest Is Calculated

        Interest on the New Notes will be computed on the basis of a 360-day year of twelve 30-day months.

How Interest Accrues

        Interest on the New Notes will accrue from and including the most recent interest payment date to which interest has been paid or duly provided for, or, if no interest has been paid or duly provided for, from and including the issue date. Interest will accrue to but excluding the next interest payment date, or, if earlier, the date on which the principal has been paid or duly made available for payment, except as described below under '—If a Payment Date is Not a Business Day'.

When Interest Is Paid

        Payments of interest on the New Notes will be made semi-annually in arrears on                    and                    of each year, commencing on                    .

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Amount of Interest Payable

        Interest payments for the New Notes will include accrued interest from and including the date of issue or from and including the last date in respect of which interest has been paid, as the case may be, to but excluding the relevant interest payment date or date of maturity or earlier redemption or repayment, as the case may be.

If a Payment Date is Not a Business Day

        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.

Guarantees

        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 New Notes, including any additional amounts, as described under '—Payment of Additional Amounts', when and as any such payments become due and payable, whether at maturity, upon redemption or declaration of acceleration, or otherwise. The guarantee of the New Notes will be 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 guarantee will effectively rank junior to any indebtedness of its subsidiaries.

Overview of Remainder of This Description

        The remainder of this description summarises:

•

Additional mechanics relevant to the New Notes under normal circumstances, such as how you transfer ownership and where we make payments.



•

Your rights under several special situations, such as if we merge with another company, if we want to change a term of the New Notes or if Diageo Capital wants to redeem the New Notes for tax reasons.



•

Your rights to receive payment of additional amounts due to changes in the withholding requirements of various jurisdictions.



•

Covenants contained in the indenture that restrict our ability to incur liens and undertake sale and leaseback transactions.



•

Your rights if we default or experience other financial difficulties.



•

Our relationship with the trustee.

Additional Mechanics

Exchange and Transfer

        You may have your New Notes broken into more New Notes of smaller denominations or combined into fewer New Notes of larger denominations, as long as the total principal amount is not changed. (Section 305) This is called an exchange.

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        You may exchange or transfer registered New Notes at the office of the trustee. The trustee acts as our agent for registering the New Notes in the names of holders and transferring registered New Notes. We may change this appointment to another entity or perform the service ourselves. The entity performing the role of maintaining the list of registered holders is called the security registrar. It will also register transfers of the New Notes. You may not exchange New Notes for bearer notes. (Section 305)

        You will not be required to pay a service charge to transfer or exchange the New Notes, but you may be required to pay for any tax or other governmental charge associated with the exchange or transfer. The transfer or exchange of a registered note will be made only if the security registrar is satisfied with your proof of ownership.

        We may cancel the designation of any particular transfer agent. We may also approve a change in the office through which any transfer agent acts. (Section 1002)

        If we redeem less than all of the New Notes, we may block the transfer or exchange of notes during a specified period of time in order to freeze the list of holders to prepare the mailing. The period begins 15 days before the day we mail the notice of redemption and ends on the day of that mailing. We may also refuse to register transfers or exchanges of New Notes selected for redemption. However, we will continue to permit transfers and exchanges of the unredeemed portion of any New Note being partially redeemed. (Section 305)

Payment and Paying Agents

        We will pay interest to you if you are a direct holder listed in the trustee's records at the close of business on a particular day in advance of each due date for interest, even if you no longer own the security on the interest due date. That particular day is called the regular record date, and the regular record dates for the New Notes will be every                    and                    of each year. (Section 307)

        We will pay interest, principal and any other money due on the New Notes at the corporate trust office of the trustee in New York City. That office is currently located at The Bank of New York Mellon, 101 Barclay Street, New York, New York 10286. You must make arrangements to have your payments picked up at or wired from that office. We may also choose to pay interest by mailing checks. Interest on global securities will be paid to the holder thereof by wire transfer of same-day funds.

        Holders buying and selling New Notes must work out between them how to compensate for the fact that we will pay all the interest for an interest period to the person that is the registered holder on the regular record date. The most common manner is to adjust the sales price of the New Notes to pro rate interest fairly between buyer and seller. This pro rated interest amount is called accrued interest.

        Street name and other indirect holders should consult their banks or brokers for information on how they will receive payments.

        We may also arrange for additional payment offices, and may cancel or change these offices, including our use of the trustee's corporate trust office. These offices are called paying agents. We may also choose to act as our own paying agent. We must notify you of changes in the paying agents for the New Notes. (Section 1002)

Notices

        We and the trustee will send notices only to direct holders, using their addresses as listed in the trustee's records. (Sections 101 and 106)

        Regardless of who acts as paying agent, all money that we pay to a paying agent that remains unclaimed at the end of two years after the amount is due to direct holders will be repaid to us. After

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that two-year period, you may look only to us for payment and not to the trustee, any other paying agent or anyone else. (Section 1003)

Special Situations

Mergers and Similar Events

        We are generally permitted to consolidate or merge with another company or firm. We are also permitted to sell or lease substantially all of our assets to another firm or to buy or lease substantially all of the assets of another firm. However, we may not take any of these actions unless all the following conditions are met:

•

Where Diageo Capital or Diageo merges out of existence or sells or leases its assets, the other firm must assume its obligations on the New Notes or the guarantees. The other firm's assumption of these obligations must include the obligation to pay the additional amounts described later under '—Payment of Additional Amounts'. If such other firm is organised under a foreign country's laws, it must indemnify you against any governmental charge or other cost resulting from the transaction.



•

The merger, sale or lease of assets or other transaction must not cause a default on the New Notes, and we must not already be in default. For purposes of this no-default test, a default would include an event of default that has occurred and not been cured, as described later under '—Default and Related Matters—Events of Default—What is An Event of Default?' A default for this purpose would also include any event that would be an event of default if the requirements for giving us default notice or our default having to exist for a specific period of time were disregarded.



•

It is possible that the merger, sale or lease of assets or other transaction would cause some of our property to become subject to a mortgage or other legal mechanism giving lenders preferential rights in that property over other lenders or over our general creditors if we fail to pay them back. We have promised to limit these preferential rights on our property, called liens, as discussed later under '—Covenants—Restrictions on Liens'. If a merger or other transaction would create any liens on our property, we must comply with that covenant. We would do this either by deciding that the liens were permitted, or by following the requirements of the covenant to grant an equivalent or higher-ranking lien on the same property to you and the other direct holders of the New Notes. (Section 801)

Modification and Waiver

        There are three types of changes we can make to the indenture and the New Notes.

        Changes Requiring Your Approval.    First, there are changes that cannot be made to your New Notes without your specific approval. Following is a list of those types of changes:

•

change the stated maturity of the principal or interest on a New Note;



•

reduce any amounts due on a New Note;



•

change any obligation of Diageo or Diageo Capital to pay additional amounts described later under '—Payment of Additional Amounts';



•

reduce the amount of principal payable upon acceleration of the maturity of a New Note following a default;



•

change the place or currency of payment on a New Note;



•

impair any of the conversion or exchange rights of your New Note;

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•

impair your right to sue for payment, conversion or exchange;



•

reduce the percentage of holders of New Notes whose consent is needed to modify or amend the indenture;



•

reduce the percentage of holders of New Notes whose consent is needed to waive compliance with various provisions of the indenture or to waive various defaults;



•

modify any other aspect of the provisions dealing with modification and waiver of the indenture; and



•

change the obligations of Diageo as guarantor that relate to payment of principal, premium and interest and conversion rights. (Section 902)

        Changes Requiring a Majority Vote.    The second type of change to the indenture and the New Notes is the kind that requires a vote in favour by holders of New Notes owning a majority of the principal amount of such notes. Most changes fall into this category, except for clarifying changes and other changes that would not adversely affect holders of New Notes in any material respect. The same vote would be required for us to obtain a waiver of all or part of the covenants described below, or a waiver of a past default. However, we cannot obtain a waiver of a payment default or any other aspect of the indenture or the New Notes listed in the first category described previously under '—Changes Requiring Your Approval' unless we obtain your individual consent to the waiver. (Section 513)

        Changes Not Requiring Approval.    The third type of change does not require any vote by holders of New Notes. This type is limited to clarifications and other changes that would not adversely affect holders of the New Notes in any material respect. (Section 901)

        Further Details Concerning Voting.    When taking a vote, we will use the following rules to decide how much principal amount to attribute to a New Note:

•

New Notes will not be considered outstanding, and therefore not eligible to vote, if we have deposited or set aside in trust for you money for their payment or redemption. New Notes will also not be eligible to vote if they have been fully defeased as described later under '—Defeasance and Discharge'. (Section 101)



•

We will generally be entitled to set any day as a record date for the purpose of determining the holders of outstanding New Notes that are entitled to vote or take other action under the indenture. In limited circumstances, the trustee will be entitled to set a record date for action by holders. If we or the trustee set a record date for a vote or other action to be taken by holders of New Notes, that vote or action may be taken only by persons who are holders of outstanding New Notes on the record date and must be taken within 180 days following the record date or another period that we may specify (or as the trustee may specify, if it set the record date). We may shorten or lengthen (but not beyond 180 days) this period from time to time. (Section 104)