Obligation Procter & Gamble Inc. 0% ( US742718EF25 ) en USD

Procter & Gamble Inc.

100 % ⇌

Etas-Unis

US742718EF25 ( en USD )

04/11/2016 - Obligation échue

Prospectus brochure de l'obligation Procter & Gamble US742718EF25 en USD 0%, échue

2 000 USD

500 000 000 USD

742718EF2

AA- ( Haute qualité )

Aa3 ( Haute qualité )

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 US742718EF25, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 04/11/2016

L'Obligation émise par Procter & Gamble Inc. ( Etas-Unis ) , en USD, avec le code ISIN US742718EF25, a été notée Aa3 ( Haute qualité ) par l'agence de notation Moody's.

L'Obligation émise par Procter & Gamble Inc. ( Etas-Unis ) , en USD, avec le code ISIN US742718EF25, a été notée AA- ( Haute qualité ) par l'agence de notation Standard & Poor's ( S&P ).

Final Prospectus Supplement
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424B5 1 d620907d424b5.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
CALCULATION OF REGISTRATION FEE

Title of Each Class of
Maximum Aggregate
Amount of
Securities Offered

Offering Price

Registration Fee (1)

0.750% Notes due 2016

$ 500,000,000

$ 64,400
1.600% Notes due 2018

$1,000,000,000

$128,800
Floating Rate Notes due 2016

$ 500,000,000

$ 64,400
Total

$2,000,000,000

$257,600
(1) The filing fee of $257,600 is calculated in accordance with Rule 457(r) of the Securities Act of 1933.
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Filed pursuant to Rule 424(b)(5)
Registration No. 333-177762
Prospectus Supplement to Prospectus dated November 4, 2011

$2,000,000,000

$500,000,000 0.750% Notes due 2016
$1,000,000,000 1.600% Notes due 2018

$500,000,000 Floating Rate Notes due 2016

The 0.750% notes will mature on November 4, 2016. The 1.600% notes will mature on November 15, 2018. Interest on the
0.750% notes will be payable on May 4 and November 4 of each year. Interest on the 1.600% notes will be payable on May 15 and
November 15 of each year. Interest on the 0.750% notes and the 1.600% notes will accrue from November 4, 2013. The first interest
payment date for the 0.750% notes will be May 4, 2014. The first interest payment date for the 1.600% notes will be May 15, 2014.
We may redeem some or all of the 0.750% notes or the 1.600% notes at any time at the redemption prices described in this prospectus
supplement.
The floating rate notes will mature on November 4, 2016. Interest on the floating rate notes will be payable on February 4, May
4, August 4 and November 4 of each year. Interest on the floating rate notes will accrue from November 4, 2013. The first interest
payment date for the floating rate notes will be February 4, 2014. The floating rate notes will bear interest at a per annum rate equal
to three-month LIBOR plus 0.08%. The floating rate notes will not be redeemable prior to maturity.
References to the "notes" refer to the 0.750% notes, the 1.600% notes and the floating rate notes, collectively.
See "Risk Factors" beginning on page S-3 to read about important factors you should consider before buying the notes.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the
notes or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation
to the contrary is a criminal offense.

Public Offering Price

Underwriting Discount
Proceeds Before Expenses to us

Per Note

Total
Per Note

Total
Per Note

Total

0.750% Notes
99.991% $ 499,955,000 0.250% $1,250,000 99.741% 498,705,000
1.600% Notes
99.831% $ 998,310,000 0.350% $3,500,000 99.481% $ 994,810,000
Floating Rate Notes
100.000% $ 500,000,000 0.250% $1,250,000 99.750% $ 498,750,000
Total

$1,998,265,000
$6,000,000
$1,992,265,000

The initial public offering prices set forth above do not include accrued interest, if any. Interest on the notes of each series will
accrue from November 4, 2013 and must be paid by the purchasers if the notes are delivered after November 4, 2013. The notes will
not be listed on any securities exchange.

We expect to deliver the notes to investors through the book-entry delivery system of The Depository Trust Company and its
participants, including Clearstream Banking, société anonyme, and Euroclear Bank S.A./N.V. as operator of the Euroclear System, on
or about November 4, 2013.

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Joint Book-Running Managers

Senior Co-Managers

Citigroup

Goldman, Sachs & Co.

J.P. Morgan
Co-Managers

BofA Merrill Lynch

Barclays

BBVA
Credit Suisse

ING

Mitsubishi UFJ Securities
RBC Capital Markets

RBS

Wells Fargo Securities
Prospectus Supplement dated October 30, 2013
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TABLE OF CONTENTS
Prospectus Supplement

Page
About This Prospectus Supplement
S-1
The Company
S-2
Risk Factors
S-3
Summary Consolidated Financial Information
S-9
Consolidated Ratio of Earnings to Fixed Charges
S-10
Capitalization
S-11
Description of the Notes
S-12
United States Federal Tax Considerations
S-24
Underwriting
S-30
Validity of the Notes
S-33
Available Information
S-33
Incorporation of Documents by Reference
S-33
Prospectus

The Procter & Gamble Company

1
Procter & Gamble International Funding SCA

1
Forward-Looking Statements

2
Use of Proceeds

3
Consolidated Ratio of Earnings to Fixed Charges

4
Description of Procter & Gamble Debt Securities

5
Description of PGIF Debt Securities
13
Plan of Distribution
24
Legal Opinions
26
Experts
26
Where You Can Find More Information
26
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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, 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," "P&G," "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; (c) "U.S. dollars," "dollars," "U.S. $" or "$" are to
the currency of the United States of America and (d) "euros" or "" are to the single currency introduced in January 1999
pursuant to the Treaty establishing the European Community, as amended.

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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, we manufacture and market 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.
In the United States, as of June 30, 2013, we owned and operated 32 manufacturing facilities. These facilities were located
in 21 different states or territories. In addition, we owned and operated 102 manufacturing facilities in 40 other countries. Many of the
domestic and international sites manufacture products for multiple businesses.

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RISK FACTORS
We discuss our expectations regarding future performance, events and outcomes, such as our business outlook and objectives in
this document, as well as in our annual report, quarterly reports, current reports on Form 8-K, press releases and other written and
oral communications. All statements, except for historical and present factual information, are "forward-looking statements" and are
based on financial data and business plans available only as of the time the statements are made, which may become out of date or
incomplete. We assume no obligation to update any forward-looking statements as a result of new information, future events, or other
factors. Forward-looking statements are inherently uncertain, and investors must recognize that events could significantly differ from
our expectations.
The following discussion of "risk factors" identifies the most significant factors that may adversely affect our business,
operations, financial position or future financial performance. This information should be read in conjunction with Management's
Discussion and Analysis and the consolidated financial statements and related notes included in our annual report, quarterly reports
and current reports on Form 8-K which are incorporated by reference into this document. The following discussion of risks is not all
inclusive but is designed to highlight what we believe are important factors to consider when evaluating our expectations. These
factors could cause our future results to differ from those in the forward-looking statements and from historical trends.
A change in consumer demand for our products and/or lack of market growth could have a significant impact on our
business.
We are a consumer products company and rely on continued global demand for our brands and products. To achieve business
goals, we must develop and sell products that appeal to consumers. This is dependent on a number of factors including our ability to
develop effective sales, advertising and marketing programs. We expect to achieve our financial targets, in part, by focusing on the
most profitable businesses, biggest innovations and most important emerging markets. We also expect to achieve our financial targets,
in part, by achieving disproportionate growth in developing regions. If demand for our products and/or market growth rates in either
developed or developing markets falls substantially below expected levels or our market share declines significantly in these
businesses, our volume, and consequently our results, could be negatively impacted. This could occur due to, among other things,
unforeseen negative economic or political events, changes in consumer trends and habits or negative consumer responses to pricing
actions.
The ability to achieve our business objectives is dependent on how well we can compete with our local and global
competitors in new and existing markets and channels.
The consumer products industry is highly competitive. Across all of our categories, we compete against a wide variety of global
and local competitors. As a result, there are ongoing competitive pressures in the environments in which we operate, as well as
challenges in maintaining profit margins. This includes, among other things, increasing competition from mid- and lower-tier value
products in both developed and developing markets. To address these challenges, we must be able to successfully respond to
competitive factors, including pricing, promotional incentives and trade terms. In addition, the emergence of new sales channels may
affect customer and consumer preferences, as well as market dynamics. Failure to effectively compete in these new channels could
negatively impact results.
Our ability to meet our growth targets depends on successful product, marketing and operations innovation and our
ability to successfully respond to competitive innovation.
Achieving our business results depends, in part, on the successful development, introduction and marketing of new products and
improvements to our equipment and manufacturing processes. Successful innovation depends on our ability to correctly anticipate
customer and consumer acceptance, to obtain and maintain necessary intellectual property protections and to avoid infringing the
intellectual property rights of others. We must also be able to successfully respond to technological advances made by competitors
and intellectual property rights granted to competitors. Failure to do so could compromise our competitive position and impact our
results.

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Our businesses face cost fluctuations and pressures that could affect our business results.
Our costs are subject to fluctuations, particularly due to changes in commodity prices, raw materials, labor costs, energy costs,
pension and healthcare costs and foreign exchange and interest rates. Therefore, our success is dependent, in part, on our continued
ability to manage these fluctuations through pricing actions, cost saving projects and sourcing decisions, while maintaining and
improving margins and market share. In addition, our financial projections include cost savings described in our announced
productivity plan. Failure to deliver these savings could adversely impact our results.
We face risks that are inherent in global manufacturing that could negatively impact our business results.
We need to maintain key manufacturing and supply arrangements, including any key sole supplier and sole manufacturing plant
arrangements, to achieve our cost targets. While we have business continuity and contingency plans for key manufacturing sites and
the supply of raw materials, it may be impracticable to have a sufficient alternative source, particularly when the input materials are
in limited supply. In addition, our strategy for global growth includes increased presence in emerging markets. Some emerging
markets have greater political volatility and greater vulnerability to infrastructure and labor disruptions than established markets. Any
significant disruption of manufacturing, such as labor disputes, loss or impairment of key manufacturing sites, natural disasters, acts of
war or terrorism, and other external factors over which we have no control, could interrupt product supply and, if not remedied, have
an adverse impact on our business.
We face risks associated with having significant international operations.
We are a global company, with manufacturing operations in more than 40 countries, and a significant portion of our revenue is
outside the U.S. Our international operations are subject to a number of risks, including, but not limited to:

· compliance with U.S. laws affecting operations outside of the United States, such as the Foreign Corrupt Practices Act;

· compliance with a variety of local regulations and laws;

· changes in tax laws and the interpretation of those laws;

· changes in exchange controls and other limits on our ability to repatriate earnings from overseas;

· discriminatory or conflicting fiscal policies;

· difficulties enforcing intellectual property and contractual rights in certain jurisdictions;

· greater risk of uncollectible accounts and longer collection cycles;

· effective and immediate implementation of control environment processes across our diverse operations and employee

base; and

· imposition of increased or new tariffs, quotas, trade barriers or similar restrictions on our sales outside the United States.
We have sizable businesses and maintain local currency cash balances in a number of foreign countries with exchange, import
authorization or pricing controls, including, but not limited to, Venezuela, Argentina, China, India and Egypt. Our results of operations
and/or financial condition could be adversely impacted if we are unable to successfully manage these and other risks of international
operations in an increasingly volatile environment.

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Fluctuations in exchange rates may have an adverse impact on our business results or financial condition.
We hold assets and incur liabilities, earn revenues and pay expenses in a variety of currencies other than the U.S. dollar.
Because our consolidated financial statements are presented in U.S. dollars, the financial statements of our subsidiaries outside the
United States are translated into U.S. dollars. Our operations outside of the U.S. generate a significant portion of our net revenue.
Fluctuations in exchange rates may therefore adversely impact our business results or financial condition. See also the Results of
Operations and Cash Flow, Financial Condition and Liquidity sections of "Management's Discussion and Analysis" and Note 5 to our
Consolidated Financial Statements included in our Annual Report on Form 10-K which is incorporated by reference into this
document.
We face risks related to changes in the global and political economic environment, including the global capital and credit
markets.
Our business is impacted by global economic conditions, which continue to be volatile. Our products are sold in more than 180
countries and territories around the world. If the global economy experiences significant disruptions, our business could be negatively
impacted by reduced demand for our products related to: a slow-down in the general economy; supplier, vendor or customer
disruptions resulting from tighter credit markets; and/or temporary interruptions in our ability to conduct day-to-day transactions
through our financial intermediaries involving the payment to or collection of funds from our customers, vendors and suppliers.
Our objective is to maintain credit ratings that provide us with ready access to global capital and credit markets. Any
downgrade of our current credit ratings by a credit rating agency could increase our future borrowing costs and impair our ability to
access capital and credit markets on terms commercially acceptable to us.
We could also be negatively impacted by political issue or crises in individual countries or regions, including sovereign risk
related to a default by or deterioration in the credit worthiness of local governments. For example, we could be adversely impacted
by continued instability in the banking and governmental sectors of certain countries in the European Union or the dynamics
associated with the federal and state debt and budget challenges in the United States.
Consequently, our success will depend, in part, on our ability to manage continued global and/or economic uncertainty,
especially in our significant geographies, as well as any political or economic disruption. These risks could negatively impact our
overall liquidity and financing costs, as well as our ability to collect receipts due from governments, including refunds of value added
taxes, and/ or create significant credit risks relative to our local customers and depository institutions.
If the reputation of the Company or one or more of our brands erodes significantly, it could have a material impact on our
financial results.
The Company's reputation is the foundation of our relationships with key stakeholders and other constituencies, such as
customers and suppliers. In addition, many of our brands have worldwide recognition. This recognition is the result of the large
investments we have made in our products over many years. The quality and safety of our products is critical to our business. Our
Company also devotes significant time and resources to programs designed to protect and preserve our reputation, such as social
responsibility and environmental sustainability. If we are unable to effectively manage real or perceived issues, including concerns
about safety, quality, efficacy or similar matters, these issues could negatively impact sentiments toward the Company or our products,
our ability to operate freely could be impaired and our financial results could suffer. Our financial success is directly dependent on
the success of our brands and the success of these brands can suffer if our marketing plans or product initiatives do not have the
desired impact on a brand's image or its ability to attract consumers. Our results could also be negatively impacted if one of our
brands suffers a substantial impediment to its reputation due to a significant product recall, product-related litigation, allegations of
product tampering or the distribution and sale of counterfeit products. In addition, given the association of our individual products
with the Company,

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an issue with one of our products could negatively affect the reputation of our other products, or the Company as a whole, thereby
potentially hurting results.
Our ability to successfully manage ongoing organizational change could impact our business results.
We recently experienced a CEO transition, as well as other senior leadership changes, and we continue to execute a number of
significant business and organizational changes, including acquisitions, divestitures and workforce optimization projects to support
our growth strategies. We expect these types of changes, which may include many staffing adjustments as well as employee
departures, to continue for the foreseeable future. Successfully managing these changes, including retention of particularly key
employees, is critical to our business success. Further, ongoing business and organizational changes are likely to result in more
reliance on third parties for various services and that reliance may increase reputational, operational and compliance risks, including
the risk of corruption. We are generally a build-from-within company and our success is dependent on identifying, developing and
retaining key employees to provide uninterrupted leadership and direction for our business. This includes developing organization
capabilities in key growth markets where the depth of skilled or experienced employees may be limited and competition for these
resources is intense. Finally, our financial targets assume a consistent level of productivity improvement. If we are unable to deliver
expected productivity improvements, while continuing to invest in business growth, our financial results could be adversely impacted.
Our ability to successfully manage ongoing acquisition, joint venture, and divestiture activities could impact our business
results.
As a company that manages a portfolio of consumer brands, our ongoing business model involves a certain level of acquisition,
joint venture and divestiture activities. We must be able to successfully manage the impacts of these activities, while at the same time
delivering against our business objectives. Specifically, our financial results could be adversely impacted if: 1) changes in the cash
flows or other market-based assumptions cause the value of acquired assets to fall below book value, 2) we are unable to offset the
dilutive impacts from the loss of revenue associated with divested brands, or 3) we are not able to deliver the expected cost and
growth synergies associated with our acquisitions and joint ventures, which could also have an impact on goodwill and intangible
assets. Additionally, joint ventures inherently involve a lesser degree of control over business operations, thereby potentially
increasing the financial, legal, operational and/or compliance risks associated with each joint venture.
Our business is subject to changes in legislation, regulation and enforcement, and our ability to manage and resolve
pending legal matters in the United States and abroad.
Changes in laws, regulations and related interpretations, including changes in accounting standards, taxation requirements and
increased enforcement actions and penalties may alter the environment in which we do business. As a U.S. based multinational
company we are subject to tax regulations in the United States and multiple foreign jurisdictions, some of which are interdependent.
For example, certain income that is earned and taxed in countries outside the United States is not taxed in the United States, provided
those earnings are indefinitely reinvested outside the United States. If these or other tax regulations should change, our financial
results could be impacted.
In addition, our ability to manage regulatory, environmental, tax and legal matters (including, but not limited to, product liability,
patent and other intellectual property matters) and to resolve pending legal matters without significant liability may materially impact
our results of operations and financial position. Furthermore, if pending legal matters, including the competition law and antitrust
investigations described in our Annual Report on Form 10-K, result in fines or costs in excess of the amounts accrued to date, that
could materially impact our results of operations and financial position.
There are increasing calls in the United States from members of leadership in both major U.S. political parties for
"comprehensive tax reform" which may significantly change the income tax rules that are applicable to U.S. domiciled corporations,
such as P&G. It is very difficult to assess whether the overall

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