The Risk Factor of Diageo

RISK FACTORS Investing in the securities offered using this prospectus involves risk. You should consider carefully the risks described below, together with the risks described in the documents incorporated by reference into this prospectus and any risk factors included in the prospectus supplement, 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. Risks Relating to Diageo's Business You should read â€Å"Risk Factors† in Diageo's Annual Report on Form 20-F for the fiscal year ended June 30, 2008, which is incorporated by reference in this prospectus, or similar sections in subsequent filings incorporated by reference in this prospectus, for information on risks relating to Diageo's business. Risks Relating to Diageo's Shares Diageo's shares and American depositary shares may experience volatility which will negatively affect your investment. In recent years most major stock markets have experienced significant price and trading volume fluctuations. These fluctuations have often been unrelated or disproportionate to the operating performance of the underlying companies. Accordingly, there could be significant fluctuations in the price of Diageo's shares and American depositary shares, or ADSs, each representing four ordinary shares, even if Diageo's operating results meet the expectations of the investment community. In addition, †¢ announcements by Diageo or its competitors relating to operating results, earnings, volume, acquisitions or joint ventures, capital commitments or spending, †¢ changes in financial estimates or investment recommendations by securities analysts, changes in market valuations of other food or beverage companies, †¢ adverse economic performance or recession in the United States or Europe, or †¢ disruptions in trading on major stock markets, could cause the market price of Diageo's shares and ADSs to fluctuate significantly. Risks Relating to the Debt Securities, Warrants, Purchase Con tracts and Units Because Diageo is a holding company and currently conducts its operations through subsidiaries, your right to receive payments on debt securities issued by Diageo or on the guarantees is subordinated to the other liabilities of its subsidiaries. Diageo is organized as a holding company, and substantially all of its operations are carried on through subsidiaries. Diageo plc had guaranteed a total of ? 6,970 million of debt as of June 30, 2008. Diageo's ability to meet its financial obligations is dependent upon the availability of cash flows from its domestic and foreign subsidiaries and affiliated companies through dividends, intercompany advances, management fees and other payments. Diageo's subsidiaries are not guarantors of the debt securities we may offer. Moreover, these subsidiaries and affiliated ompanies are not required and may not be able to pay dividends to Diageo. Claims of the creditors of Diageo's subsidiaries have priority as to the assets of such subsidiaries over the claims of Diageo. Consequently, in the event of insolvency of Diageo, the claims of holders of notes guaranteed or issued by Diageo would be structurally subordinated to the prior claims of the creditors of subsidiaries of Diageo. 2 Table of Con tents In addition, some of Diageo's subsidiaries are subject to laws restricting the amount of dividends they may pay. For example, subsidiaries of Diageo incorporated under the laws of England and Wales may be restricted by law in their ability to declare dividends due to failure to meet requirements tied to net asset levels or distributable profits. Because the debt securities are unsecured, your right to receive payments may be adversely affected. The debt securities that we are offering will be unsecured. The debt securities are not subordinated to any of our other debt obligations and therefore they will rank equally with all our other unsecured and unsubordinated indebtedness. As of June 30, 2008, Diageo group had ? 5 million aggregate principal amount of secured indebtedness outstanding. If Diageo Investment, Diageo Capital, Diageo Finance or Diageo default on the debt securities or Diageo defaults on the guarantees, or in the event of bankruptcy, liquidation or reorganization, then, to the extent that Diageo Investment, Diageo Capital, Diageo Finance or Diageo have granted security over their assets, the assets that secure these debts will be used to satisfy the obligations under that secured debt before Diageo Investment, Diageo Capital, Diageo Finance or Diageo could make payment on the debt securities or the guarantees, respectively. If there is not enough collateral to satisfy the obligations of the secured debt, then the remaining amounts on the secured debt would share equally with all unsubordinated unsecured indebtedness. Your rights as a holder of debt securities may be inferior to the rights of holders of debt securities issued under a different series pursuant to the indenture. The debt securities are governed by documents called indentures, which are described later under â€Å"Description of Debt Securities and Guarantees†. We may issue as many distinct series of debt securities under the indentures as we wish. We may also issue a series of debt securities under the indentures that provides holders with rights superior to the rights already granted or that may be granted in the future to holders of another series. You should read carefully the specific terms of any particular series of debt securities which will be contained in the prospectus supplement relating to such debt securities. Should Diageo, Diageo Capital or Diageo Finance default on its debt securities, or should Diageo default on the guarantees, your right to receive payments on such debt securities or guarantees may be adversely affected by applicable insolvency laws. Diageo plc is incorporated under the laws of England and Wales, Diageo Capital is incorporated under the laws of Scotland and Diageo Finance is incorporated under the laws of The Netherlands. Accordingly, insolvency proceedings with respect to Diageo or Diageo Capital are likely to proceed under, and be governed by, UK insolvency law and insolvency proceedings with respect to Diageo Finance are likely to proceed under, and be governed by, Dutch insolvency law. The procedural and substantive provisions of such insolvency laws are generally more favorable to secured creditors than comparable provisions of United States law. These provisions afford debtors and unsecured creditors only limited protection from the claims of secured creditors and it will generally not be possible for Diageo, Diageo Capital or Diageo Finance or other unsecured creditors to prevent or delay the secured creditors from enforcing their security to repay the debts due to them under the terms that such security was granted. The debt securities, warrants, purchase contracts and units lack a developed trading market, and such a market may never develop. Each of Diageo, Diageo Investment, Diageo Capital and Diageo Finance may issue debt securities in different series with different terms in amounts that are to be determined. Debt securities issued by Diageo, Diageo Capital or Diageo Finance may be listed on the New York Stock Exchange or another 3 Table of Contents recognized stock exchange and we expect that debt securities issued by Diageo Investment will not be listed on any stock exchange. However, there can be no assurance that an active trading market will develop for any series of debt securities of Diageo, Diageo Capital or Diageo Finance even if we list the series on a securities exchange. Similarly, there can be no assurance that an active trading market will develop for any warrants issued by Diageo. There can also be no assurance regarding the ability of holders of our debt securities, warrants, purchase contracts and units to sell their debt securities, warrants, purchase contracts or units or the price at which such holders may be able to sell their debt securities, warrants, purchase contracts or units. If a trading market were to develop, the debt securities, warrants, purchase contracts and units could trade at prices that may be higher or lower than the initial offering price and, in the case of debt securities, this may result in a return that is greater or less than the interest rate on the debt security, in each case depending on many factors, including, among other things, prevailing interest rates, Diageo's financial results, any decline in Diageo's credit-worthiness and the market for similar securities. Any underwriters, broker-dealers or agents that participate in the distribution of the debt securities, warrants, purchase contracts or units may make a market in the debt securities, warrants, purchase contracts or units as permitted by applicable laws and regulations but will have no obligation to do so, and any such market-making activities may be discontinued at any time. Therefore, there can be no assurance as to the liquidity of any trading market for the debt securities, warrants, purchase contracts and units or that an active public market for the debt securities, warrants, purchase contracts or units will develop. General Information regarding Foreign Currency Risks This prospectus does not describe all the risks of an investment in debt securities denominated in a currency other than U. S. dollars. You should consult your financial and legal advisors as to any specific risks entailed by an investment in debt securities that are denominated or payable in, or the payment of which is linked to the value of, foreign currency. These debt securities are not appropriate investments for investors who are not sophisticated in foreign currency transactions. The information set forth in this prospectus is directed to prospective purchasers who are United States residents. We disclaim any responsibility to advise prospective purchasers who are residents of countries other than the United States of any matters arising under foreign law that may affect the purchase of or holding of, or receipt of payments on, the debt securities. These persons should consult their own legal and financial advisors concerning these matters. Exchange Rates and Exchange Controls May Affect the Debt Securities' Value or Return Debt securities Involving Foreign Currencies Are Subject to General Exchange Rate and Exchange Control Risks . An investment in a debt security that is denominated or payable in, or the payment of which is linked to the value of, currencies other than U. S. dollars entails significant risks. These risks include the possibility of significant changes in rates of exchange between the U. S. dollar and the relevant foreign currencies and the possibility of the imposition or modification of exchange controls by either the U. S. or foreign governments. These risks generally depend on economic and political events over which we have no control. Exchange Rates Will Affect Your Investment. In recent years, rates of exchange between U. S. dollars and some foreign currencies have been highly volatile and this volatility may continue in the future. Fluctuations in any particular exchange rate that have occurred in the past are not necessarily indicative, however, of fluctuations that may occur during the term of any debt security. Depreciation against the U. S. dollar of the currency in which a debt security is payable would result in a decrease in the effective yield of the debt security below its coupon rate and could result in an overall loss to you on a U. S. dollar basis. In addition, depending on the specific terms of a currency-linked debt security, 4 Table of Contents changes in exchange rates relating to any of the relevant currencies could result in a decrease in its effective yield and in your loss of all or a substantial portion of the value of that debt security. We Have No Control Over Exchange Rates. Foreign exchange rates can either float or be fixed by sovereign governments. Exchange rates of most economically developed nations are permitted to fluctuate in value relative to the U. S. dollar and to each other. However, from time to time governments may use a variety of techniques, such as intervention by a country's central bank or the imposition of regulatory controls or taxes, to influence the exchange rates of their currencies. Governments may also issue a new currency to replace an existing currency or alter the exchange rate or relative exchange characteristics by a devaluation or revaluation of a currency. These governmental actions could change or interfere with currency valuations and currency fluctuations that would otherwise occur in response o economic forces, as well as in response to the movement of currencies across borders. As a consequence, these government actions could adversely affect the U. S. dollar-equivalent yields or payouts for (a) debt securities denominated or payable in currencies other than U. S. dollars and (b) currency-linked debt securities. We will not make any adjustment or change in the terms of the debt securities in the event that exchange rates should become fixed, or in the event of any devaluation or revaluation or imposition of exchange or other regulatory controls or taxes, or in the event of other developments affecting the U. S. dollar or any applicable foreign currency. You will bear those risks. Some Foreign Currencies May Become Unavailable. Governments have imposed from time to time, and may in the future impose, exchange controls that could also affect the availability of a specified foreign currency. Even if there are no actual exchange controls, it is possible that the applicable currency for any debt security not denominated in U. S. dollars would not be available when payments on that debt security are due. Alternative Payment Method Used if Payment Currency Becomes Unavailable. If a payment currency is unavailable, we would make required payments in U. S. dollars on the basis of the market exchange rate. However, if the applicable currency for any debt security is not available because the euro has been substituted for that currency, we would make the payments in euro. The mechanisms for making payments in these alternative currencies are explained in â€Å"Description of Debt Securities and Guarantees—Additional Mechanics—Unavailability of Foreign Currency† below. We Will Provide Currency Exchange Information in Prospectus Supplements. The applicable prospectus supplement will include information regarding current applicable exchange controls, if any, and historic exchange rate information for any debt security denominated or payable in a foreign currency or requiring payments that are related to the value of a foreign currency. That information will be furnished only for information purposes. You should not assume that any historic information concerning currency exchange rates will be representative of the range of or trends in fluctuations in currency exchange rates that may occur in the future. Currency Conversions May Affect Payments on Some Debt securities The applicable prospectus supplement may provide for (1) payments on a non-U. S. dollar denominated debt security to be made in U. S. dollars or (2) payments on a U. S. dollar denominated debt security to be made in a currency other than U. S. dollars. In these cases, The Bank of New York Mellon, in its capacity as exchange rate agent, or a different exchange rate agent identified in the prospectus supplement, will convert the currencies. You will bear the costs of conversion through deductions from those payments. 5

Carolina Pad and the Bloggers Essay

1- April Whitlock received e-mail from Mommy bloggers requesting financial assistance to attend the upcoming bloggers conference. Bloggers promised a ward of mouth and written reviews about Carolina Pad Company. April must consider that bloggers hadn’t promised favorable review, just review. Also, she worried there was something dishonest about the case: wasn’t implicit that the reviews would be favorable? Moreover, is the act an ethical or not and would the payments be in violation of Carolina Pad’s Mission and Values statement. Finally, if she declined the bloggers’ request while questioning their ethical standards, would her relationship with any of the bloggers become strained? 2- April firmly believed the promotional considerations theses bloggers were offering could provide a significant higher rate of return for Carolina Pad than the company could receive from others such as advertising. Also, she realized that her competitors were receiving similar requests from these or other bloggers, and many of them were benefiting already from paying such requests. But, April also thinks that there are some dishonest about the whole situation and bloggers didn’t promised a favorable reviews and if is an ethical scenario or not. 3- If April agreed to pay the bloggers, the following stakeholders will be effected: a. Bloggers will be satisfied and received money for their job b. Carolina Pad company reputation and revenues will rise if the review is good, but it might enter in unethical stage which will affect its mission and values statement. c. Customers will be willing to buy more of the company products due to the good reviews. d. Employees such as April will be affected by getting better positions in the company due to the increase in company revenues, but it might affects their beliefs about the company mission and values statement. 4- In Virtues Method, honesty, loyalty, and respect from customers and employees will be affected badly if April decided to pay the bloggers. In Utilitarian Method, the benefit the company will receive from paying this small cost amount will be very high and the repetition will increase if April agrees to the deal. In the Rights Method, the right of speech will be influenced if the bloggers to take the payments and they will be force somehow to say only good things about the company. In the Justice Methods, the customers will be affected by false reviews about the company products which is not fair for them to buy products that they received different reviews or false about them. 5- I think April shouldn’t pay the  bloggers their financial support demand because it will affect the company Mission and Values statement badly. Also, the company repetition and revenues are at a high level at the moment. The company doesn’t any good reviews from paid bloggers to increase its values, repetition, and revenues.

Psycho-social Oppression in George Orwell's 1984 Essay

Psycho-social Oppression in George Orwell's 1984 - Essay Example 1984 has perhaps more resonances with an epic vampire tale than with one of merely political and social oppression; it evokes a scenario where the last man standing - Winston, the humble protagonist of this novel - gets converted in the end, and darkness triumphs. With his 'fall' goes out the last little light and hope for a great part of mankind. Now there is simply no escaping the ominous fact that the omniscient "BIG BROTHER IS WATCHING YOU." (Orwell 2). At the beginning of the tale, the protagonist, Winston Smith, is a man with some human spirit left in him. However, by the ending, his will and individual identity get totally crushed through unrelenting torture and brainwashing, and Winston becomes a regular zombie among other fellow zombies. Love is one of the most powerful emotions we human beings can experience. Love is delight, love is a basic expression of freedom, but it is a very fragile thing also. By annihilating all tendencies of love for Julia inside Winston, through subjecting him to intense pain and torture, O'Brien and the Thought Police get rid of all vestiges of humanity in him. Because humanity means rebellion, humanity means free will. To use the language of T.S. Eliot, Winston too is eventually rendered a hollow man, and stuffed man.

Accounting Basics Assignment Example | Topics and Well Written Essays - 1250 words

Accounting Basics - Assignment Example 4. The incomes which are earned and not yet received are called accrued income. It will be shown in the credit side of Income Statement so bill invoice on 4th July, 17th July and 26th July (only 5000$ as 500$ was received cash) will be shown in the credit side of Income Statement and will be added to debtors account as it is credit invoice. 5. On 8th July, Amount received against above invoice adjustment will be as debtors are reduced by 3500 $ and cash will increase by the same amount. 6. As on 9th July, Advertising bill was produced but payment was made on 13th July so the amount of advertising expenses will be shown in debit side of Income Statement and will be deducted from cash account. 7. The office supplies were purchased on 14th July and payment was done 1 week later so the amount will be shown in office suppliers as it’s an assets and 21st July cash entry will be done against that. 8. The amount was withdraw on 20th July for personal use from bank, as no bank account statement is given the amount will be shown in liabilities side of balance sheet and will be deducted from drawings 9. The clock of 3800$ was sold at the price of 5500 $. So the profit on sale of clock will be credited in Income Statement. 10. The personal assistant was appointed on 14th July @ salary of 26000$ per annum and was paid fortnightly. The salary paid to him on 28th July will be debited in Income statement and will also be shown in Cash Account. 11. Following are the accounts: Cash account Date Particulars Amount Date Particulars Amount 1st July To balance B/fd 18500 9th July By Office supplier 750 2nd July To Capital A/c 150000 13th July By Advertising Exp 700 8th July To...The buyer who is willing to buy the business will always see that what the value of the assets in the market is? The seller will also see that he is getting worth amount or not. The elements of cost which are included in the fair valuation of assets are its purchase price, any costs to be incurred for the movement or transportation and costs of dismantling and removing the asset from its original location (Picker 2009). And then the amount will be the final/minimal amount that the owner wants from buyer. If the market value is more than the expected value the excess amount is considered as income of business and is distributed among owners. Thus, by using fair value method of valuation, Rick can have excess amount and will not run into losses as he plans to dissolve his business. On this ground, Fred’s suggestion to Rick is supported.

Health Care systems in Rural India Case Study Example | Topics and Well Written Essays - 1750 words

Health Care systems in Rural India - Case Study Example These Adivasis live in small groups and are mostly on the move, always searching for their livelihood. In this essay I have chosen these people living near the village afore mentioned as a back drop for the essay. These people ear their livelihood by collecting tamarind, mangoes and wood from the forest and sells them in the nearby villages. The women of the community produce hand made crafts and art forms which did not recognition so far (Pushpa Chari: "Voices of the margins", 2009). Many of their children do not go to schools even today and therefore cannot read and write. From several generations these tribes remained secluded often unwanted. They speak in a native language called as "Gondu" (C.Sudhakar Reddy et al, 2008), which the urban population cannot comprehend easily. Healthcare remains an unknown concept to them as both the Men and women of all ages in this tribe chews tobacco or related products, and drink locally made liquor, which is mostly unpurified spirit. The women cook their meals on open fire from wood collected from the forests. Despite the fact that Indian economy is improving at a tremendous rate some parts of this world still lurks in dark regions. These tribal people are still striving for an identity of their own. Communication with these people for the external world is a tough proposition. Because they are always on the move communication of any sort will be very difficult as also is identifying their location. Nomadic culture still prevails in them and is a big constraint in communicating with them. Environmental factors: Environmental factors such as inter group rivalries over women, food and money are resulting as big limiting factors towards communication. These rivalries are a result of their lack of understanding and a poor example of their social behavior Psychosocial factors: Their inability to communicate with outside public except in their native "gondu" is a big limiting factor. Their inability to mix with the common public is restricting their learning opportunity. In fact they are unable to identify their health care needs, social needs, education needs etc due to the above stated psychosocial factors. Their beliefs towards health practices and its impact on their communities These adivasis believe that when people in their families falls sick they prey and make offerings to Neem trees and Banyan trees, according to them these trees are like replicas of goddesses and shower them with their blessings and offer them health. Also in case they need a medicine they will approach witches and other small time practitioners of medicine. Often they lose their lives because these medical practitioner's weird practices. It is indeed hard to believe even to day around 70% of the people of these communities do not have access towards primary healthcare. As a result infant mortality and deaths of pregnant women are common. Barriers influencing health schemes from reaching these communities: Because these people are moving from place to place from time to time, governments and officials are failing to recognize their health care

Choose an environmental topic, analyse the message about the issue Essay

Choose an environmental topic, analyse the message about the issue that is being constructed in the media source you have selected - Essay Example Such a broadened understanding in turn helps in effective policy formulation and resolve issues in an amicable manner. The depiction of environmental issues by the media has increased significantly, over the last couple of decades. Various environmental groups as well as government departments have been relying on the media heavily, for promotion of their self-interests as well as for raising awareness regarding the depletion of sources and encouraging the public to support their cause. Such an alliance of the media and the environmental groups / and or other groups endorsing environmental issues; often raises significant issues related to government policy formulation, risk to public life, etc. among others. This paper aims to study and analyze the issue of â€Å"oil sands pollution† in Canadian waterways as represented by the Canadian print media – especially the newspapers. For this purpose articles from some select newspapers such as The Globe and Mail, Edmonton Journal, The Gazette, and The Vancouver Sun are chosen for analysis. Dryzek has identified several discourses associated with environmental problems such as - Survivalism, Environmental problem solving, Sustainability, Green radicalism, Administrative rationalism, Democratic pragmatism, Economic rationalism and Sustainable development. The articles discussed below, will seek to identify and analyze some such discourses and assess their relevance and impact, generated by the print media. In this article the writer has discussed about the rising level of pollution around the Athabasca River and its tributaries on account of emissions from oil sands. In order to lend credibility to the arguments presented in the article the writer has included a research paper presenting contradictory views of the energy industry and the Alberta government regarding the underlying causes of this issue. The writer has directed

I will explain it in the instructions box below Essay

I will explain it in the instructions box below - Essay Example Students were taken from those with high anxiety towards math’s and those with low anxiety towards maths.This was also repeated on those with high and low beliefs towards the subject. The researchers grouped the children according to their perceptions on mathematics after undertaking tests on heir anxiety and beliefs. Teachers were also given tests and rated based on their performance. The main intervention was the use of Math Anxiety Scale-Revised Beliefs Survey), Number and Operation Task and Geometric Shapes Sorting Task as a way of collecting the data before analysis could be done. This was after getting the consent from parents, and the administrators of the preschool children under study. Questionnaires were administered to teachers and children. The questionnaires were administered in silent rooms in order for the children not to have distractions that could make them deviate from the questions. However, most of the data collected from the tests was used to get a clearer picture on the answers that the children and teachers gave and the outcome of the tests. Anxiety on the part of the teachers towards mathematics had no effect on the performance of the children towards math. Teacher’s beliefs on math, on the other hand had significance effect on the children’s achievement in mathematics. The findings of the study can be found to be significant and reproducible since they are consistent with other studies that show that teacher’s anxiety does not affect children’s performance in the subject. Hence, the findings indicate that math is learnt faster in the classroom whether the teacher is a filled with anxiety or not as long the teacher is giving out the right content. This implies the beliefs of teachers are of upmost importance pertaining the association and performance of children in mathematics in their later years. Also anxiety towards mathematics is of less importance as compared to belief in the same, hence,