Obligation Procter & Gamble Inc. 2.523% ( US742718EH80 ) en USD

Procter & Gamble Inc.

100 % ⇌

Etas-Unis

US742718EH80 ( en USD )

2.523% par an ( paiement trimestriel )

31/10/2019 - Obligation échue

Prospectus brochure de l'obligation The Procter & Gamble Co US742718EH80 en USD 2.523%, échue

2 000 USD

450 000 000 USD

742718EH8

N/A

The Procter & Gamble Company est une multinationale américaine de biens de consommation courante, produisant des marques telles que Pampers, Tide, Ariel, Gillette, Oral-B et Head & Shoulders.

L'Obligation émise par Procter & Gamble Inc. ( Etas-Unis ) , en USD, avec le code ISIN US742718EH80, paye un coupon de 2.523% par an.
Le paiement des coupons est trimestriel et la maturité de l'Obligation est le 31/10/2019

Final Prospectus Supplement
424B5 1 d810072d424b5.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)
1.900% Notes due 2019

$550,000,000

$63,910
Floating Rate Notes due 2019

$450,000,000

$52,290
Total

$1,000,000,000
$116,200

(1) The filing fee of $116,200 is calculated in accordance with Rule 457(r) of the Securities Act of 1933.
Table of Contents
Filed pursuant to Rule 424(b)(5)
Registration No. 333-199594
Prospectus Supplement to Prospectus dated October 24, 2014
$1,000,000,000

The Procter & Gamble Company

$550,000,000 1.900% Notes due 2019
$450,000,000 Floating Rate Notes due 2019

The 1.900% notes will mature on November 1, 2019. Interest on the 1.900% notes will be payable on May 1 and November 1 of each year.
Interest on the 1.900% notes will accrue from November 3, 2014. The first interest payment date for the 1.900% notes will be May 1, 2015. We
may redeem some or all of the 1.900% notes at any time at the redemption price described in this prospectus supplement.
The floating rate notes will mature on November 1, 2019. Interest on the floating rate notes will be payable on February 1, May 1, August 1
and November 1 of each year. Interest on the floating rate notes will accrue from November 3, 2014. The first interest payment date for the floating
rate notes will be February 1, 2015. The floating rate notes will bear interest at a per annum rate equal to three-month LIBOR plus 0.27%. The
floating rate notes will not be redeemable prior to maturity.
References to the "notes" refer to the 1.900% 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

1.900% Notes
99.848% $549,164,000 0.350% $1,925,000 99.498% $
547,239,000
Floating Rate Notes
100.000% $450,000,000 0.350% $1,575,000 99.650% $
448,425,000

Total

$999,164,000
$3,500,000
$
995,664,000

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Final Prospectus Supplement
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 3, 2014 and must be paid by the purchasers if the notes are delivered after November 3, 2014. 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 3,
2014.

Joint Book-Running Managers

Citigroup
Goldman, Sachs & Co.
J.P. Morgan

Senior Co-Managers

Deutsche Bank Securities
HSBC
Morgan Stanley

Co-Managers

BofA Merrill Lynch Barclays
BBVA Credit Suisse

Fifth Third Securities
ING
Mitsubishi UFJ Securities
PNC Capital Markets LLC

RBC Capital Markets
RBS
The Williams Group, L.P.
US Bancorp

Wells Fargo Securities
Prospectus Supplement dated October 27, 2014
Table of Contents
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-23
Underwriting
S-29
Validity of the Notes
S-32
Incorporation of Certain Information by Reference
S-32
Where You Can Find More Information
S-32
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
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Final Prospectus Supplement
Legal Opinions

26
Experts

26
Incorporation of Certain Information by Reference

26
Where You Can Find More Information

27
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, 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; and (c) "U.S. dollars," "dollars," "U.S. $" or "$" are to the currency of the United States of America.

S-1
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THE COMPANY
The Procter & Gamble Company is focused on providing branded consumer packaged goods of superior quality and value to improve the
lives of the world's consumers. The Company was incorporated in Ohio in 1905, having been built from a business founded in 1837 by William
Procter and James Gamble. Today, we sell our products in more than 180 countries and territories. 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, 2014, we owned and operated 32 manufacturing facilities. These facilities were located in 22 different
states or territories. In addition, we owned and operated 105 manufacturing facilities in 40 other countries. Many of the domestic and international
sites manufacture products for multiple businesses.

S-2
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Final Prospectus Supplement
Table of Contents
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 outdated 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, unexpected 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.

S-3
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A significant change in customer relationships or in customer demand for our products could have a significant impact on our
business.
We sell most of our products via retail customers, which consist of mass merchandisers, grocery stores, membership club stores, drug stores,
department stores, salons, distributors, e-commerce and high-frequency stores. Our success is dependent on our ability to successfully manage
relationships with our retail trade customers. This includes our ability to offer trade terms that are acceptable to our customers and are aligned with
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Final Prospectus Supplement
our pricing and profitability targets. Our business could suffer if we cannot reach agreement with a key customer based on our trade terms and
principles. Our business would be negatively impacted if a key customer were to significantly reduce the inventory level of our products or
experience a significant business disruption.
Consolidation among our retail customers could also create significant cost and margin pressure and lead to more complexity across broader
geographic boundaries for both us and our key retailers. This would be particularly challenging if major customers are addressing local trade
pressures, local law and regulation changes or financial distress.
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 that are consistent with our corporate values and are 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, sentiments toward the Company or our products could be negatively impacted; 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. Widespread use of
social media and networking sites by consumers has greatly increased the speed and accessibility of information dissemination. Negative or
inaccurate postings or comments about the Company could generate adverse publicity that could damage the reputation of our brands. In addition,
given the association of our individual products with the Company, 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 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

S-4
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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 rely on third parties in many aspects of our business, which creates additional risk.
Due to the scale and scope of our business, we must rely on relationships with third parties for certain functions, such as our suppliers,
distributors, contractors, joint venture partners or external business partners. While we have policies and procedures for managing these
relationships, they inherently involve a lesser degree of control over business operations, governance and compliance, thereby potentially
increasing our financial, legal, reputational and/or operational risk.
We face risks associated with having significant international operations.
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Final Prospectus Supplement
We are a global company, with manufacturing operations in more than 40 countries and a significant portion of our revenue 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;

· 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 U.S.
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.
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 U.S. 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"

S-5
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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 issues 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 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 U.S.
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.
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Final Prospectus Supplement
Our ability to successfully execute our portfolio optimization strategy could impact our business.
The Company recently announced a plan to significantly streamline our product portfolio by divesting, discontinuing or consolidating 90-100
nonstrategic brands, resulting in a portfolio of 70 to 80 key brands. It will take time to execute this plan, but once completed, we expect this
strategy to result in improved sales and earnings growth rates. Our ability to successfully execute this plan could significantly impact our
achievement of improved sales and earnings growth rates.
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 and recently announced portfolio-optimization
strategy, includes 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.
Our ability to successfully manage ongoing organizational change could impact our business results.

S-6
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Our financial targets assume a consistent level of productivity improvement, and in light of our recently-announced portfolio-optimization
strategy, we expect to implement additional and accelerated productivity improvements. If we are unable to deliver these expected productivity
improvements, while continuing to invest in business growth, our financial results could be adversely impacted. We continue to execute a number
of significant business, executive and organizational changes, including acquisitions, divestitures and workforce optimization projects to support
our growth strategies. We expect these types of changes, which will include staffing adjustments as well as employee departures, to continue for
the foreseeable future. Successfully executing these changes, including effective management transitions at leadership levels of the Company, as
well as retention of particularly key employees is critical to our business success. 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 and retaining organizational capabilities in key growth markets where the depth of skilled or experienced employees may be
limited and competition for these resources is intense. It also includes continued development and execution of robust leadership succession plans,
including CEO succession.
Our business is subject to changes in legislation, regulation and enforcement, and our ability to manage and resolve pending legal
matters in the U.S. 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. The increasingly complex and rapidly changing legal and
regulatory environment creates additional challenges for our ethics and compliance programs. Our ability to continue to meet these challenges
could have an impact on our legal, reputational and business risk.
As a U.S.-based multinational company, we are subject to tax regulations in the U.S. and multiple foreign jurisdictions, some of which are
interdependent. For example, certain income that is earned and taxed in countries outside the U.S. is not taxed in the U.S., provided those earnings
are indefinitely reinvested outside the U.S. If these or other tax regulations should change, our financial results could be impacted. For example,
there are increasing calls in the U.S. 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 effect of such potential legislation would be cumulatively positive or negative for our earnings and cash flows, but such changes could
significantly impact our financial results.
Our ability to manage regulatory, environmental, tax (including, but not limited to, any audits or other investigations) 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 Note 11 to our Consolidated Financial Statements included in our Annual Report on Form
10-K which is incorporated by reference into this document, result in fines or costs in excess of the amounts accrued to date, that could materially
impact our results of operations and financial position.
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Final Prospectus Supplement
A breach of information security, including a cybersecurity breach or failure of one or more key information technology systems,
networks, processes, associated sites or service providers could have a material adverse impact on our business or reputation.
We rely extensively on information technology (IT) systems, networks and services, including internet sites, data hosting and processing
facilities and tools and other hardware, software and technical applications and platforms, some of which are managed, hosted, provided and/or
used by third-parties or their vendors, to assist in conducting our business. The various uses of these IT systems, networks and services include, but
are not limited to:

· ordering and managing materials from suppliers;

· converting materials to finished products;

S-7
Table of Contents

· shipping products to customers;

· marketing and selling products to consumers;

· collecting and storing customer, consumer, employee, investor and other stakeholder information and personal data;

· processing transactions;

· summarizing and reporting results of operations;

· hosting, processing and sharing confidential and proprietary research, business plans and financial information;

· complying with regulatory, legal or tax requirements;

· providing data security; and

· handling other processes necessary to manage our business.
Numerous and evolving cybersecurity threats, including advanced persistent threats, pose a potential risk to the security of our IT systems,
networks and services, as well as the confidentiality, availability and integrity of our data. The Company has made investments seeking to address
these threats, including monitoring of networks and systems, employee training and security policies for the Company and its third-party providers.
However, because the techniques used in these attacks change frequently and may be difficult to detect for periods of time, we may face
difficulties in anticipating and implementing adequate preventative measures. If the IT systems, networks or service providers we rely upon fail to
function properly, or if we or one of our third-party providers suffer a loss or disclosure of our business or stakeholder information, due to any
number of causes, ranging from catastrophic events or power outages to improper data handling or security breaches, and our business continuity
plans do not effectively address these failures on a timely basis, we may be exposed to reputational, competitive and business harm as well as
litigation and regulatory action. The costs and operational consequences of responding to breaches and implementing remediation measures could
be significant.

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SUMMARY CONSOLIDATED FINANCIAL INFORMATION
The following summary consolidated financial information as of September 30, 2014 and for the three month periods ended September 30,
2014 and September 30, 2013 has been derived from our unaudited consolidated financial statements contained in our Quarterly Report on Form
10-Q for the quarter ended September 30, 2014. The summary consolidated information as of June 30, 2014 has been derived from our audited
consolidated financial statements contained in our Annual Report on Form 10-K for the fiscal year ended June 30, 2014. The results for the interim
period ended September 30, 2014 are not necessarily indicative of the results for the full fiscal year.

Three Months Ended September 30,

2014

2013

(Amounts in Millions Except Per

Share Amounts)

NET SALES

$
20,792
$
20,830
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Final Prospectus Supplement
Cost of products sold

10,552

10,574
Selling, general and administrative expense

6,327

6,136
Goodwill and indefinite-lived intangible asset impairment
charges

973

--

OPERATING INCOME

2,940

4,120

Interest expense

169

165
Interest income

31 21
Other non-operating income

21

5

EARNINGS FROM CONTINUING OPERATIONS BEFORE
INCOME TAXES

2,823

3,981
Income taxes on continuing operations

820

942

NET EARNINGS FROM CONTINUING OPERATIONS

2,003

3,039

NET EARNINGS FROM DISCONTINUED OPERATIONS

17

18

NET EARNINGS

2,020

3,057

Less: Net earnings attributable to noncontrolling interests

30

30

NET EARNINGS ATTRIBUTABLE TO PROCTER & GAMBLE
$
1,990
$
3,027

BASIC NET EARNINGS PER COMMON SHARE(1):

Earnings from continuing operations

$
0.70
$
1.08
Earnings from discontinued operations

0.01

0.01

BASIC NET EARNINGS PER COMMON SHARE

0.71

1.09

DILUTED NET EARNINGS PER COMMON SHARE (1):

Earnings from continuing operations

0.68

1.03
Earnings from discontinued operations

0.01

0.01

DILUTED NET EARNINGS PER COMMON SHARE

$
0.69
$
1.04

DIVIDENDS PER COMMON SHARE

$
0.644
$
0.602

Diluted Weighted Average Common Shares Outstanding

2,888.0

2,924.3

(1)
Basic net earnings per share and diluted net earnings per share are calculated on net earnings attributable to Procter & Gamble.

As of

As of

September 30, 2014
June 30, 2014

(Amounts in Millions)

WORKING CAPITAL

$
(2,964)
$
(2,109)
TOTAL ASSETS

$
138,183
$
144,266
LONG-TERM DEBT

$
19,004
$
19,811
SHAREHOLDERS' EQUITY

$
66,829
$
69,976

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CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth our consolidated ratio of earnings to fixed charges for the periods indicated.

Three Months Ended

September 30,

2014

2013

Ratio of earnings to fixed charges(1)
13.1x 18.4x

(1)
Earnings used to compute this ratio are earnings from operations before income taxes and before fixed charges (excluding interest capitalized
during the period) and after eliminating undistributed earnings of equity method investees. Fixed charges consist of interest expense
(including capitalized interest) and one-third of all rent expense (considered representative of the interest factor).

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Final Prospectus Supplement
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CAPITALIZATION
The following table sets forth our and our subsidiaries' consolidated capitalization at September 30, 2014.

September 30, 2014

(in millions of dollars except

per share amounts)

Debt:

Commercial paper and other borrowings due within one
year (1)

$
14,228
Long-term borrowings

19,004

Total Debt (2)

33,232
Shareholders' Equity:

Convertible Class A preferred stock, stated value $1 per
share; 600,000,000 shares authorized, 109,613,218
outstanding

1,102
Non-Voting Class B preferred stock, stated value $1 per
share; 200,000,000 shares authorized, none
outstanding

--
Common stock, stated value $1 per share;
10,000,000,000 shares authorized, 2,702,118,733
outstanding

4,009
Additional paid-in capital

64,028
Reserve for Employee Stock Ownership Plan debt
retirement

(1,331)
Accumulated other comprehensive income/(loss)

(9,811)
Treasury stock

(77,149)
Retained earnings

85,207
Noncontrolling interest

774

Total Shareholders' Equity

66,829

Total Capitalization

$
100,061

(1)
Includes $2.6 billion equivalent to current portion of long-term debt due within one year. We maintain credit facilities in support of our
short-term commercial paper borrowings. At September 30, 2014 our credit lines with banks amounted to $11.0 billion and were undrawn.
(2)
Total debt includes $32.7 billion of The Procter & Gamble Company debt. The balance of debt is held by subsidiaries. In addition, total
debt at September 30, 2014 does not include $1.0 billion of notes offered hereby.

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DESCRIPTION OF THE NOTES
The following description of the particular terms of the 1.900% notes and the floating rate notes supplements the more general description of
the debt securities contained in the accompanying prospectus. If there are any inconsistencies between the information in this section and the
information in the prospectus, the information in this section controls.
Investors should read this section together with the section entitled "Description of Procter & Gamble Debt Securities" in the accompanying
prospectus. Any capitalized terms that are defined in the accompanying prospectus have the same meanings in this section unless a different
definition appears in this section. References to the "notes" refer to the 1.900% notes and the floating rate notes, collectively. We qualify the
description of the notes by reference to the indenture as described below.
General
The 1.900% notes:

·
will be in an aggregate initial principal amount of $550,000,000, subject to our ability to issue additional notes which may be of
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