Obligation Procter & Gamble Inc. 4.95% ( US742718DA47 ) en USD

Procter & Gamble Inc.

100 % ⇌

Etas-Unis

US742718DA47 ( en USD )

4.95% par an ( paiement semestriel )

15/08/2014 - Obligation échue

Prospectus brochure de l'obligation Procter & Gamble US742718DA47 en USD 4.95%, échue

5 000 USD

900 000 000 USD

742718DA4

NR

NR

Procter & Gamble est une entreprise multinationale américaine de biens de consommation, produisant et commercialisant des produits d'hygiène personnelle, de soins ménagers et d'alimentation dans le monde entier.

L'Obligation émise par Procter & Gamble Inc. ( Etas-Unis ) , en USD, avec le code ISIN US742718DA47, paye un coupon de 4.95% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/08/2014

L'Obligation émise par Procter & Gamble Inc. ( Etas-Unis ) , en USD, avec le code ISIN US742718DA47, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par Procter & Gamble Inc. ( Etas-Unis ) , en USD, avec le code ISIN US742718DA47, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

Final Prospectus Supplement
424B5 1 d424b5.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents

Prospectus Supplement
Filed pursuant to Rule 424(b)
(To Prospectus dated May 5, 2004)
(5)
Registration No. 333-113515

The Procter & Gamble Company
$900,000,000 4.95% Notes due 2014
Issue price: 99.671%
$600,000,000 5.80% Notes due 2034
Issue price: 99.829%
Interest payable February 15 and August 15
The 2014 notes will mature on August 15, 2014, and the 2034 notes will mature on August 15, 2034.
Interest on the notes will accrue from August 10, 2004. The first interest payment date will be February
15, 2005. We may redeem some or all of the 2014 notes or the 2034 notes at any time at the
redemption price described in this prospectus supplement.
Neither the Securities and Exchange Commission nor any state securities commission has approved
or disapproved of the notes or determined that this prospectus supplement or the accompanying
prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

Price to
Underwriting
Proceeds

Public

Discounts
to Us
Per 2014 Note

99.671%

0.450%

99.221%
Total

$897,039,000
$4,050,000
$892,989,000
Per 2034 Note

99.829%

0.875%

98.954%
Total

$598,974,000
$5,250,000
$593,724,000
We expect to deliver the notes to investors through the book-entry delivery system of The Depository
Trust Company for the accounts of its participants, including Clearstream, Luxembourg and the
Euroclear System, on or about August 10, 2004.

Joint Bookrunners
(2014 Notes and 2034 Notes)
Goldman, Sachs & Co.
JPMorgan

Joint Bookrunners
http://www.sec.gov/Archives/edgar/data/80424/000119312504132780/d424b5.htm (1 of 110)8/6/2004 12:03:40 PM

Final Prospectus Supplement
Citigroup (2034 Notes)
Morgan Stanley

(2014 Notes)

Co-Managers
Citigroup (2014 Notes)

Morgan Stanley (2034 Notes)
ABN AMRO Incorporated

Deutsche Bank Securities
Banc of America Securities LLC

HSBC
Merrill Lynch & Co.

Mitsubishi Securities
RBC Capital Markets

Banco Bilbao Vizcaya Argentaria
Credit Suisse First Boston

Fifth Third Securities, Inc.
RBS Greenwich Capital

ING Financial Markets
PNC Capital Markets, Inc.

TD Securities
The Williams Capital Group, L.P.

August 3, 2004

http://www.sec.gov/Archives/edgar/data/80424/000119312504132780/d424b5.htm (2 of 110)8/6/2004 12:03:40 PM

Final Prospectus Supplement
Table of Contents
TABLE OF CONTENTS

Prospectus Supplement

Page

About This Prospectus Supplement

S-3
The Company

S-4
Recent Developments

S-5
Consolidated Ratio of Earnings to Fixed Charges

S-14
Capitalization

S-15
Description of the Notes

S-16
United States Tax Considerations

S-25
Underwriting

S-30
Validity of the Notes

S-33
Available Information

S-33
Incorporation of Documents by Reference

S-33

Prospectus

Page

The Company

3
Recent Developments

4
Summary Consolidated Financial Information

5
Forward-Looking Statements

10
Use of Proceeds

11
Description of Debt Securities

12
Description of Warrants

20
Plan of Distribution

24
Legal Opinions

25
Experts

26
Where You Can Find More Information

26

S-2
http://www.sec.gov/Archives/edgar/data/80424/000119312504132780/d424b5.htm (3 of 110)8/6/2004 12:03:40 PM

Final Prospectus Supplement
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement contains the terms of this offering of notes. This prospectus
supplement, or the information incorporated by reference in this prospectus supplement, may
add to, update or change the information in the accompanying prospectus. If information in this
prospectus supplement, or the information incorporated by reference in this prospectus
supplement, is inconsistent with the accompanying prospectus, this prospectus supplement,
or the information incorporated by reference in this prospectus supplement, will apply and will
supersede that information in the accompanying prospectus.
It is important for you to read and consider all information contained in this prospectus
supplement and the accompanying prospectus in making your investment decision. You
should also read and consider the information in the documents we have referred you to in
"Incorporation of Documents By Reference" in this prospectus supplement.
No person is authorized to give any information or to make any representations other than
those contained or incorporated by reference in this prospectus supplement or the
accompanying prospectus and, if given or made, such information or representations must not
be relied upon as having been authorized. This prospectus supplement and the accompanying
prospectus do not constitute an offer to sell or the solicitation of an offer to buy any securities
other than the securities described in this prospectus supplement or an offer to sell or the
solicitation of an offer to buy such securities in any circumstances in which such offer or
solicitation is unlawful. Neither the delivery of this prospectus supplement or the
accompanying prospectus, nor any sale made hereunder or thereunder shall, under any
circumstances, create any implication that there has been no change in our affairs since the
date of this prospectus supplement or the accompanying prospectus, or that the information
contained or incorporated by reference herein or therein is correct as of any time subsequent
to the date of such information.
The distribution of this prospectus supplement and the accompanying prospectus and the
offering of the notes in certain jurisdictions may be restricted by law. This prospectus
supplement and the accompanying prospectus do not constitute an offer, or an invitation on
our behalf or on behalf of the underwriters or any of them, to subscribe to or purchase, any of
the notes, and may not be used for or in connection with an offer or solicitation by anyone, in
any jurisdiction in which such an offer or solicitation is not authorized or to any person to
whom it is unlawful to make such an offer or solicitation. See "Underwriting."
Unless otherwise specified, all references in this prospectus supplement to: (a) "Procter &
Gamble," "the Company," "we," "us," and "our" are to The Procter & Gamble Company and its
subsidiaries; (b) "fiscal" followed by a specific year are to our fiscal year ended or ending June
30 of that year; and (c) "U.S. dollars," "dollars," "U.S. $" or "$" are to the currency of the United
States of America.
http://www.sec.gov/Archives/edgar/data/80424/000119312504132780/d424b5.htm (4 of 110)8/6/2004 12:03:40 PM

Final Prospectus Supplement

S-3
http://www.sec.gov/Archives/edgar/data/80424/000119312504132780/d424b5.htm (5 of 110)8/6/2004 12:03:40 PM

Final Prospectus Supplement
Table of Contents
THE COMPANY
The Procter & Gamble Company was incorporated in Ohio in 1905, having been built from a business
founded in 1837 by William Procter and James Gamble. Today, the Company manufactures and
markets a broad range of consumer products in many countries throughout the world. Our principal
executive offices are located at One Procter & Gamble Plaza, Cincinnati, Ohio 45202, and our
telephone number is (513) 983-1100.
Our business is organized into five product-based, reportable segments called Global Business Units.
These units are: Fabric and Home Care; Baby and Family Care; Beauty Care; Health Care; and
Snacks and Beverages.

·
Fabric and Home Care includes laundry detergents, dish care, fabric enhancers and

surface cleaners. Representative brands include Ariel, Tide, Dryel, Downy, Cascade, Dawn,
Febreze and Swiffer.

·
Baby and Family Care includes diapers, wipes, tissue and towels. Representative brands

include Pampers, Luvs, Charmin and Bounty.

·
Beauty Care includes hair care, hair colorants, skin care, cosmetics, fine fragrances,
deodorants, tampons, pads and pantiliners. Representative brands include Pantene, Herbal

Essences, Nice `N Easy, Head & Shoulders, Olay, Zest, Cover Girl, Secret, Old Spice,
Tampax, Always and Whisper.

·
Snacks and Beverages includes coffee, snacks, commercial services and juice.

Representative brands include Folgers, Millstone, and Pringles.

·
Health Care includes oral care, personal health care, pharmaceuticals and pet health and

nutrition. Representative brands include Crest, Scope, Metamucil, Vicks, Actonel, Asacol,
Iams and Eukanuba.
In the most recent fiscal year ended June 30, 2003, the Fabric and Home Care segment accounted for
29% of total sales and Beauty Care accounted for 28% of total sales. Baby and Family Care accounted
for 23%, Health Care accounted for 13% and Snacks and Beverages accounted for 7% of total sales.
In the United States, as of June 30, 2003, the Company owned and operated 35 manufacturing
facilities and leased and operated 2 manufacturing facilities. These facilities were located in 21
different states. In addition, the Company owned and operated 83 manufacturing facilities in 42 other
countries. Many of the domestic and international facilities produced products for multiple business
segments. Fabric and Home Care products were produced at 45 of these locations; Baby and Family
Care products at 32; Health Care products at 25; Beauty Care products at 39; and Snacks and
Beverages products at 11.
http://www.sec.gov/Archives/edgar/data/80424/000119312504132780/d424b5.htm (6 of 110)8/6/2004 12:03:40 PM

Final Prospectus Supplement

S-4
http://www.sec.gov/Archives/edgar/data/80424/000119312504132780/d424b5.htm (7 of 110)8/6/2004 12:03:40 PM

Final Prospectus Supplement
Table of Contents
RECENT DEVELOPMENTS
On August 2, 2004, The Procter & Gamble Company announced strong top and bottom-line growth for
the April June quarter and the 2003/04 fiscal year. The Company delivered earnings per share of
$0.50 for the quarter and $2.32 for the fiscal year. Results were ahead of the Company's long-term
annual growth rate targets for sales, earnings per share and cash flow.
Executive Summary

·
Unit volume grew 18 percent for the quarter and 17 percent for the fiscal year. Organic
volume, which excludes the impact of acquisitions and divestitures, increased 10 percent

for both the quarter and fiscal year. All business segments, regions and each of the
Company's top 14 brands posted volume growth on the quarter and fiscal year.

·
Net sales for the quarter increased 19 percent to $12.96 billion. For the fiscal year, sales
also grew 19 percent to $51.41 billion, crossing the $50 billion threshold for the first time in

Company history. Organic sales, which exclude the impacts of acquisitions and divestitures
and foreign exchange, grew eight percent for both the quarter and fiscal year.

·
Diluted net earnings per share increased 47 percent for the quarter.

·
For the fiscal year, diluted net earnings per share increased 25 percent.
April June Quarter Discussion
Unit volume increased 18 percent behind double-digit growth in Beauty Care and Health Care and in
developing markets. Organic volume, which excludes the impact of acquisitions and divestitures from
year-over-year comparisons, increased 10 percent. Net sales for the quarter increased 19 percent to
$12.96 billion. Organic sales increased eight percent, well above the Company's long-term annual
target. The impact of foreign exchange added three percent to sales growth, primarily driven by the
strength of the euro, British pound and Japanese yen. The combination of pricing and mix reduced
sales by two percent.
Net earnings for the quarter increased 44 percent to $1.37 billion. Earnings growth was primarily driven
by volume, restructuring program charges of $261 million after tax in the base period and gross margin
expansion enabled through cost savings programs. These improvements were partially offset by
marketing investments in new product initiatives and to support continued growth of the base business.
Excluding prior year restructuring program charges, net earnings increased 13 percent.
Diluted net earnings per share increased 47 percent to $0.50. The acquisition of Wella AG was slightly
dilutive on the quarter.
Key Financial Highlights for the Quarter
http://www.sec.gov/Archives/edgar/data/80424/000119312504132780/d424b5.htm (8 of 110)8/6/2004 12:03:40 PM

Final Prospectus Supplement

·
Gross margin expanded 280 basis points, with 150 basis points of the improvement ($168
million before tax) related to restructuring program charges in the base period. The
remaining 130 basis points of the expansion were driven by the scale benefit of increased

volume, cost reduction programs and the addition of Wella, which has a higher gross
margin than the base business. These benefits more than offset the impacts of pricing,
commodity price increases and current year expenses associated with the Company's
ongoing efforts to maintain a competitive cost structure.

·
Marketing, research, administrative and other (MRA&O) expenses as a percentage of net
sales decreased 20 basis points in the quarter. The prior year period includes $213 million

before tax of restructuring program charges. Excluding the impact of these charges,
MRA&O as a percentage of net sales increased 170 basis points. The primary driver of the
increase

S-5
http://www.sec.gov/Archives/edgar/data/80424/000119312504132780/d424b5.htm (9 of 110)8/6/2004 12:03:40 PM

Final Prospectus Supplement
Table of Contents
was the addition of Wella, which has a higher percentage of MRA&O expenses as a

percentage of sales than the balance of the business. The remaining increase was driven
primarily by marketing investments to support new product initiatives and the base business.
Business Segment Discussion
The following provides perspective on the Company's April June quarter results by business
segment.

·
Fabric and Home Care unit volume was up eight percent for the quarter behind the
expansion of Tide® and Ariel® in developing markets, as well as continued success of
initiatives including Gain Whitewater Fresh®, Mr. Clean AutoDry®, Lenor® in Japan and
Cascade Action Pacs®. Net sales increased seven percent to $3.49 billion. Sales growth
includes a three percent foreign exchange impact. Pricing reduced sales by three percent

due to continuation of prior period actions, primarily in North America and Western Europe
fabric care. Negative mix of one percent was driven by strong developing market growth.
Net earnings increased five percent to $523 million. The benefits of volume growth and cost
savings were partially offset by marketing and startup expenses for initiatives, commodity
price increases and temporary costs related to capacity expansion and supply chain
optimization.

·
For the quarter, Beauty Care delivered strong results. Unit volume grew 41 percent.
Excluding the impact of Wella, unit volume increased 11 percent. Volume growth was broad-
based behind the continued success of the Always®/Alldays® and Tampax® feminine care
brands, Olay Regenerist® and Total Effects® in skin care, and the Pantene®, Head &
Shoulders® and Herbal Essences® hair care brands. Net sales increased 43 percent to

$4.41 billion. Foreign exchange increased sales by three percent. Excluding Wella, net
sales increased 13 percent. Net earnings increased 14 percent to $532 million. The benefits
of volume growth, cost savings and the addition of Wella were partially offset by marketing
spending in support of initiatives (Herbal Essences in France and Japan; Head & Shoulders
in Korea; Olay® in Western Europe; Rejoice® and Pantene in China) and to strengthen the
North America hair care business.

·
Baby and Family Care delivered very strong results for the quarter. Unit volume increased
eight percent behind double-digit growth in baby care, driven primarily by strong gains in
low income markets and North America. Family care volume increased behind solid results
in North America. Baby and Family Care net sales increased nine percent to $2.73 billion,

including a positive foreign exchange impact of three percent. Sales were reduced by two
percent due to pricing. Net earnings grew 22 percent to $201 million driven primarily by
volume growth and cost savings, which more than offset the impact of pricing and higher
commodity costs.

http://www.sec.gov/Archives/edgar/data/80424/000119312504132780/d424b5.htm (10 of 110)8/6/2004 12:03:40 PM

Document Outline

sec.gov
- #1">Final Prospectus Supplement