Obligation Procter & Gamble Inc. 1.9% ( US742718FA29 ) en USD

Procter & Gamble Inc.

100 % ▲

Etas-Unis

US742718FA29 ( en USD )

1.9% par an ( paiement semestriel )

23/10/2020 - Obligation échue

Prospectus brochure de l'obligation Procter & Gamble US742718FA29 en USD 1.9%, échue

2 000 USD

600 000 000 USD

742718FA2

N/A

N/A

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.

Un examen approfondi de l'obligation à terme émise par Procter & Gamble, une multinationale américaine de biens de consommation courante, révèle les caractéristiques clés d'une dette corporate parvenue à son terme. Procter & Gamble, l'un des conglomérats les plus importants et les plus établis au monde, jouit d'une réputation financière solide grâce à son vaste portefeuille de marques emblématiques (produits de nettoyage, soins personnels, etc.), ce qui lui confère généralement une excellente notation de crédit sur les marchés obligataires internationaux et atteste de sa capacité à honorer ses engagements financiers. Cette obligation spécifique, identifiée par le code ISIN US742718FA29 et le code CUSIP 742718FA2, fut émise aux États-Unis et libellée en dollars américains (USD). L'émission représentait un montant total de 600 000 000 USD, avec une taille minimale d'achat fixée à 2 000 USD, la rendant accessible à un éventail d'investisseurs. Elle proposait un taux d'intérêt annuel de 1,9%, avec des paiements de coupons effectués deux fois par an (fréquence de paiement de 2). La date de maturité de cette obligation était fixée au 23 octobre 2020. Il est important de noter que cette obligation est arrivée à échéance à cette date et a été intégralement remboursée à 100% de son prix nominal, soulignant ainsi le respect par l'émetteur de ses engagements contractuels et la conclusion réussie de ce cycle d'investissement pour les détenteurs de cette dette.

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Table of Contents
CALCULATION OF REGISTRATION FEE

Title of Each Class of
Maximum Aggregate
Amount of
Securities Offered

Offering Price

Registration Fee (1)
1.750% Notes due 2019

$600,000,000

$74,700
1.900% Notes due 2020

$600,000,000

$74,700
3.500% Notes due 2047

$600,000,000

$74,700
Total

$1,800,000,000

$224,100

(1)
The filing fee of $244,100 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. 333-221035

Prospectus Supplement to Prospectus dated October 20, 2017
$1,800,000,000

The Procter & Gamble Company
$600,000,000 1.750% Notes due 2019
$600,000,000 1.900% Notes due 2020
$600,000,000 3.500% Notes due 2047

The 1.750% notes will mature on October 25, 2019, the 1.900% notes will mature on October 23, 2020 and the 3.500% notes will mature on
October 25, 2047. References to the "notes" refer to the 1.750% notes, the 1.900% notes and the 3.500% notes, collectively.
Interest on the 1.750% notes and the 3.500% notes will be payable on April 25 and October 25 of each year, as applicable. The first interest
payment date for the 1.750% notes and the 3.500% notes will be April 25, 2018. Interest on the 1.900% notes will be payable on April 23 and
October 23 of each year, as applicable. The first interest payment date for the 1.900% notes will be April 23, 2018. Interest on the notes will accrue
from October 25, 2017.

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.

Initial Offering Price

Underwriting Discount

Proceeds, Before Expenses, to us

Per Note

Total
Per Note

Total
Per Note

Total

1.750% Notes
99.965% $ 599,790,000 0.175% $1,050,000 99.790% $
598,740,000
1.900% Notes
99.847% $ 599,082,000 0.250% $1,500,000 99.597% $
597,582,000
3.500% Notes
98.699% $ 592,194,000 0.875% $5,250,000 97.824% $
586,944,000

Total

$1,791,066,000
$7,800,000
$ 1,783,266,000

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
October 25, 2017 and must be paid by the purchasers if the notes are delivered after October 25, 2017. The notes will not be listed on any securities
exchange.

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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 SA/NV as operator of the Euroclear System, on or about October 25, 2017.
Joint Book-Running Managers

Deutsche Bank Securities

HSBC

Morgan Stanley
Senior Co-Managers

Citigroup

Goldman Sachs & Co. LLC

J.P. Morgan
Co-Managers

BofA Merrill Lynch

Barclays

MUFG

RBC Capital Markets
BBVA

ING

Wells Fargo Securities
The Williams Capital Group, L.P.
Fifth Third Securities

PNC Capital Markets LLC

US Bancorp
Prospectus Supplement dated October 23, 2017
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
Certain U.S. Federal Tax Considerations
S-
21
Underwriting
S-
27
Validity of the Notes
S-
31
Incorporation of Certain Information by Reference
S-
31
Where You Can Find More Information
S-
31
Prospectus

About This Prospectus
1
The Company
2
Forward-Looking Statements
3
Use of Proceeds
4
Consolidated Ratio of Earnings to Fixed Charges
5
Description of Debt Securities
6
Plan of Distribution
14
Legal Opinions
16
Experts
16
Incorporation of Certain Information by Reference
16
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Where You Can Find More Information
17
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 Certain Information 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.

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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, 2017, we owned and operated 24 manufacturing sites located in 18 different states or territories. In
addition, we owned and operated 89 manufacturing sites in 38 other countries. Many of the domestic and international sites manufacture products
for multiple businesses.

S-2
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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 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 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 and other factors could cause our future results to differ from those in the forward-
looking statements and from historical trends.
Our business is subject to numerous risks as a result of our having significant operations and sales in international markets,
including foreign currency fluctuations, currency exchange or pricing controls and localized volatility.
We are a global company, with operations in approximately 70 countries and products sold in more than 180 countries and territories around
the world. We hold assets, incur liabilities, earn revenues and pay expenses in a variety of currencies other than the U.S. dollar, and our operations
outside the U.S. generate a significant portion of our net revenue. Fluctuations in exchange rates for foreign currencies may reduce the U.S. dollar
value of revenues, profits and cash flows we receive from non-U.S. markets, increase our supply costs (as measured in U.S. dollars) in those
markets, negatively impact our competitiveness in those markets or otherwise adversely impact our business results or financial condition.
Moreover, discriminatory or conflicting fiscal or trade policies in different countries could adversely affect our results. See also the Results of
Operations and Cash Flow, Financial Condition and Liquidity sections of "Management's Discussion and Analysis" and Note 9 to our consolidated
financial statements included in our annual report, which is incorporated by reference into this document.
We also have businesses and maintain local currency cash balances in a number of countries with exchange, import authorization, pricing or
other controls or restrictions, including Nigeria and Ukraine. Our results of operations and financial condition could be adversely impacted if we
are unable to successfully manage such controls and restrictions, continue existing business operations and repatriate earnings from overseas, or if
new or increased tariffs, quotas, exchange or price controls, trade barriers or similar restrictions are imposed on our business.
Additionally, our business, operations or employees may be adversely affected by political volatility, labor market disruptions or other crises
or vulnerabilities in individual countries or regions, including political instability or upheaval, broad economic instability or sovereign risk related
to a default by or deterioration in the credit worthiness of local governments, particularly in emerging markets.
Uncertain global economic conditions may adversely impact demand for our products or cause our customers and other business
partners to suffer financial hardship, which could adversely impact our business.
Our business could be negatively impacted by reduced demand for our products related to one or more significant local, regional or global
economic disruptions, such as: a slow-down in the general economy; reduced market growth rates; tighter credit markets for our suppliers, vendors
or customers; a significant shift in government policies; or the inability to conduct day-to-day transactions through our financial intermediaries to
pay funds to or collect funds from our customers, vendors and suppliers. Additionally, economic conditions may cause our suppliers, distributors,
contractors or other third party

S-3
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partners to suffer financial difficulties that they cannot overcome, resulting in their inability to provide us with the materials and services we need,
in which case our business and results of operations could be adversely affected. Customers may also suffer financial hardships due to economic
conditions such that their accounts become uncollectible or are subject to longer collection cycles. In addition, if we are unable to generate
sufficient income and cash flow, it could affect the Company's ability to achieve expected share repurchase and dividend payments.
Disruptions in credit markets or changes to our credit ratings may reduce our access to credit.
A disruption in the credit markets or a downgrade of our current credit rating could increase our future borrowing costs and impair our ability
to access capital and credit markets on terms commercially acceptable to us, which could adversely affect our liquidity and capital resources or
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significantly increase our cost of capital.
Disruption in our global supply chain may negatively impact our business results.
Our ability to meet our customers' needs and achieve cost targets depends on our ability to maintain key manufacturing and supply
arrangements, including execution of supply chain optimizations and certain sole supplier or sole manufacturing plant arrangements. The loss or
disruption of such manufacturing and supply arrangements, including for issues such as labor disputes, loss or impairment of key manufacturing
sites, discontinuity in our internal information and data systems, inability to procure sufficient raw or input materials, significant changes in trade
policy, natural disasters, acts of war or terrorism or other external factors over which we have no control, could interrupt product supply and, if not
effectively managed and remedied, have an adverse impact on our business, financial condition or results of operations.
Our businesses face cost fluctuations and pressures that could affect our business results.
Our costs are subject to fluctuations, particularly due to changes in the prices of commodities and raw materials and the costs of labor,
transportation, energy, pension and healthcare. Therefore, our business results are 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.
Failure to manage these fluctuations could adversely impact our financial results.
Our ability to meet our growth targets depends on successful product, marketing and operations innovation and successful responses
to competitive innovation and changing consumer habits.
We are a consumer products company that relies on continued global demand for our brands and products. Achieving our business results
depends, in part, on successfully developing, introducing and marketing new products and on making significant improvements to our equipment
and manufacturing processes. The success of such innovation depends on our ability to correctly anticipate customer and consumer acceptance and
trends, to obtain, maintain and enforce necessary intellectual property protections and to avoid infringing upon the intellectual property rights of
others. We must also successfully respond to technological advances made by, and intellectual property rights granted to, competitors. Failure to
continually innovate, improve and respond to competitive moves and changing consumer habits could compromise our competitive position and
adversely impact our results.
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, we experience ongoing competitive pressures in the environments in which we operate, as well as challenges in
maintaining profit margins. To address these challenges, we must be able to successfully respond to competitive factors, including pricing,
promotional incentives and trade terms. In addition, evolving sales channels and business models may affect customer and consumer preferences as
well as market dynamics, which, for example, may be seen in the growing consumer preference for shopping online. Failure to successfully
respond to competitive factors and effectively compete in growing sales channels and business models, particularly e-commerce, could negatively
impact our results.

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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 include mass merchandisers, grocery stores, membership club stores, drug stores,
department stores, distributors, wholesalers, baby stores, specialty beauty stores, e-commerce, high-frequency stores and pharmacies. Our success
is dependent on our ability to successfully manage relationships with our retail trade customers, which includes our ability to offer trade terms that
are mutually acceptable and are aligned with our pricing and profitability targets. Continued concentration among our retail customers could create
significant cost and margin pressure on our business, and our business performance could suffer if we cannot reach agreement with a key customer
on trade terms and principles. Our business could also be negatively impacted if a key customer were to significantly reduce the inventory level of
our products or experience a significant business disruption.
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, and the reputation of our brands, form the foundation of our relationships with key stakeholders and other
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constituencies, including consumers, customers and suppliers. The quality and safety of our products are critical to our business. Many of our
brands have worldwide recognition and our financial success is directly dependent on the success of our brands. The success of our 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 substantial harm to its reputation due to a significant product recall, product-related
litigation, changing consumer perceptions of certain ingredients, allegations of product tampering or the distribution and sale of counterfeit
products. Additionally, negative or inaccurate postings or comments on social media or networking websites about the Company or one of its
brands could generate adverse publicity that could damage the reputation of our brands or the Company. If we are unable to effectively manage real
or perceived issues, including concerns about safety, quality, ingredients, efficacy or similar matters, sentiments toward the Company or our
products could be negatively impacted and our financial results could suffer. 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 these programs are not executed as planned or suffer negative publicity, the Company's reputation and financial
results could be adversely impacted.
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, including our suppliers, distributors, contractors,
joint venture partners and external business partners, for certain functions. If we are unable to effectively manage our third party relationships and
the agreements under which our third party partners operate, our financial results could suffer. Additionally, 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 operational risk.
An information security incident, including a cybersecurity breach, or the failure of one or more key information technology
systems, networks, hardware, processes, and/or associated sites owned or operated by the Company or one of its 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 and intranet sites, data hosting and
processing facilities and tools, physical security systems and other hardware, software and technical applications and platforms, many 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;

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· shipping products to customers;

· marketing and selling products to consumers;

· collecting, transferring, storing and/or processing customer, consumer, employee, vendor, investor, and other stakeholder information

and personal data;

· summarizing and reporting results of operations, including financial reporting;

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

· collaborating via an online and efficient means of global business communications;

· complying with regulatory, legal and tax requirements;

· providing data security; and

· handling other processes necessary to manage our business.
Numerous and evolving information security threats, including advanced persistent cybersecurity threats, pose a risk to the security of our IT
systems, networks and services, as well as to the confidentiality, availability and integrity of our data and of our critical business operations. As
cybersecurity threats rapidly evolve in sophistication and become more prevalent across the industry globally, the Company is continually
increasing its attention to these threats. We continue to assess potential threats and vulnerabilities and make investments seeking to address them,
including monitoring of networks and systems, increasing information security skills, deploying employee security training, and updating security
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policies for the Company and its third-party providers. However, because the techniques used in cyber attacks change frequently and may be
difficult to detect for periods of time, we may face difficulties in anticipating and implementing adequate preventative measures or mitigating
harms after such an attack. Our IT databases and systems and our third-party providers' databases and systems have been, and will likely continue
to be, subject to advanced computer viruses or other malicious codes, unauthorized access attempts, denial of service attacks, phishing and other
cyber-attacks. To date, we have seen no material impact on our business or operations from these attacks; however, we cannot guarantee that our
security efforts or the security efforts of our third-party providers will prevent breaches, operational incidents or other breakdowns to our or our
third-party providers' databases or systems. If the IT systems, networks or service providers we rely upon fail to function properly or cause
operational outages or aberrations, or if we or one of our third-party providers suffer a loss, significant unavailability of key operations or
disclosure of our sensitive business or stakeholder information, due to any number of causes, ranging from catastrophic events or power outages to
improper data handling or security incidents, and our business continuity plans do not effectively address these failures on a timely basis, we may
be exposed to reputational, competitive, operational and business harm as well as litigation and regulatory action. The costs and operational
consequences of responding to the above items and implementing remediation measures could be significant and could adversely impact our
results.
Changing political conditions could adversely impact our business and financial results.
Changes in the political conditions in markets in which we manufacture, sell or distribute our products may be difficult to predict and may
adversely affect our business and financial results. For example, the United Kingdom's decision to leave the European Union has created
uncertainty regarding, among other things, the U.K.'s future legal and economic framework and how the U.K. will interact with other countries,
including with respect to the free movement of goods, services and people. In addition, results of elections, referendums or other political processes
in certain markets in which our products are manufactured, sold or distributed could create uncertainty regarding how existing governmental
policies, laws and regulations may change, including with respect to sanctions, taxes, the movement of goods, services and people between
countries and other matters. The potential implications of such uncertainty, which include, among others, exchange rate fluctuations and market
contraction, could adversely affect the Company's business and financial results.

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We must successfully manage compliance with laws and regulations, as well as manage new and pending legal and regulatory matters
in the U.S. and abroad.
Our business is subject to a wide variety of laws and regulations across all of the countries in which we do business, including those laws and
regulations involving intellectual property, product liability, marketing, antitrust, privacy, environmental, employment, anti-bribery, anti-
corruption, tax, accounting and financial reporting or other matters. Rapidly changing laws, regulations and related interpretations, as well as
increased enforcement actions, create challenges for the Company, including our compliance and ethics programs, and may alter the environment
in which we do business, which could adversely impact our financial results. If we are unable to continue to meet these challenges and comply
with all laws, regulations and related interpretations, it could negatively impact our reputation and our business results. Failure to successfully
manage regulatory and legal matters and resolve such matters without significant liability or damage to our reputation may materially adversely
impact our results of operations and financial position. Furthermore, if pending legal or regulatory matters result in fines or costs in excess of the
amounts accrued to date, that may also materially impact our results of operations and financial position.
Changes in applicable tax regulations and resolutions of tax disputes could negatively affect our financial results.
The Company is subject to taxation in the U.S. and numerous foreign jurisdictions. Because the U.S. maintains a worldwide corporate tax
system, the foreign and U.S. tax systems are somewhat 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 those same foreign earnings are instead
repatriated to the U.S., additional residual U.S. taxation will likely occur, due to the U.S.'s worldwide tax system and higher U.S. corporate tax
rate. The U.S. is considering corporate tax reform that may significantly change the corporate tax rate and the U.S. international tax rules.
Additionally, longstanding international tax norms that determine each country's jurisdiction to tax cross-border international trade are evolving as
a result of the Base Erosion and Profit Shifting reporting requirements ("BEPS") recommended by the G8, G20 and Organization for Economic
Cooperation and Development ("OECD"). As these and other tax laws and related regulations change, our financial results could be materially
impacted. Given the unpredictability of these possible changes and their potential interdependency, it is very difficult to assess whether the overall
effect of such potential tax changes would be cumulatively positive or negative for our earnings and cash flow, but such changes could adversely
impact our financial results.
Furthermore, we are subject to regular review and audit by both foreign and domestic tax authorities. While we believe our tax positions will
be sustained, the final outcome of tax audits and related litigation, including maintaining our intended tax treatment of divestiture transactions such
as the fiscal 2017 Beauty Brands transaction with Coty, may differ materially from the tax amounts recorded in our consolidated financial
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statements, which could adversely impact our cash flows and financial results.
We must successfully manage ongoing acquisition, joint venture and divestiture activities.
As a company that manages a portfolio of consumer brands, our ongoing business model 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 by the dilutive impacts from the loss of earnings associated with
divested brands. Our financial results could also be impacted in the event of acquisitions or joint venture activities if: 1) changes in the cash flows
or other market-based assumptions cause the value of acquired assets to fall below book value, or 2) we are not able to deliver the expected cost
and growth synergies associated with such acquisitions and joint ventures, which could also have an impact on goodwill and intangible assets.
Our business results depend on our ability to successfully manage productivity improvements and ongoing organizational change.
Our financial projections assume certain ongoing productivity improvements and cost savings, including staffing adjustments as well as
employee departures. Failure to deliver these planned productivity improvements and cost savings, while continuing to invest in business growth,
could

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adversely impact our financial results. Additionally, successfully executing management transitions at leadership levels of the Company and
retention of 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, as well as continuing the development and execution of robust leadership succession plans.

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SUMMARY CONSOLIDATED FINANCIAL INFORMATION
The following summary consolidated financial information as of September 30, 2017 and for the three month periods ended September 30,
2017 and September 30, 2016 has been derived from our unaudited consolidated financial statements contained in our Quarterly Report on Form
10-Q for the quarter ended September 30, 2017. The summary consolidated information as of June 30, 2017 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, 2017. The results for the interim
period ended September 30, 2017 are not necessarily indicative of the results for the full fiscal year.

Three Months Ended September 30,

2017

2016

(Amounts in Millions Except Per

Share Amounts)

NET SALES

$
16,653
$
16,518
Cost of products sold

8,229

8,102
Selling, general and administrative expense

4,689

4,645

OPERATING INCOME

3,735

3,771

Interest expense

115

131
Interest income

49

35
Other non-operating income, net

82

63

EARNINGS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES

3,751

3,738
Income taxes on continuing operations

881

863

NET EARNINGS FROM CONTINUING OPERATIONS

2,870

2,875

NET EARNINGS/(LOSS) FROM DISCONTINUED OPERATIONS

--

(118)

NET EARNINGS

2,870

2,757

Less: Net earnings attributable to noncontrolling interests

17

43

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424B5
NET EARNINGS ATTRIBUTABLE TO PROCTER & GAMBLE

$
2,853
$
2,714

BASIC NET EARNINGS PER COMMON SHARE:(1)

Earnings from continuing operations

$
1.09
$
1.03
Earnings/(loss) from discontinued operations

--

(0.04)

BASIC NET EARNINGS PER COMMON SHARE

1.09

0.99

DILUTED NET EARNINGS PER COMMON SHARE:(1)

Earnings from continuing operations

$
1.06
$
1.00
Earnings/(loss) from discontinued operations

--

(0.04)

DILUTED NET EARNINGS PER COMMON SHARE

$
1.06
$
0.96

DIVIDENDS PER COMMON SHARE

$
0.6896
$
0.6695

Diluted Weighted Average Common Shares Outstanding

2,690.6

2,822.9

(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, 2017
June 30, 2017

(Amounts in Millions)

WORKING CAPITAL

$
(2,628)
$
(3,716)
TOTAL ASSETS

$
122,851
$
120,406
LONG-TERM DEBT

$
20,188
$
18,038
SHAREHOLDERS' EQUITY

$
55,415
$
55,778

S-9
Table of Contents
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,

2017

2016

Ratio of earnings to fixed charges (1)
24.9x
21.5x

(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).

S-10
Table of Contents
CAPITALIZATION
The following table sets forth our and our subsidiaries' consolidated capitalization at September 30, 2017.

September 30, 2017

(in millions of dollars except

per share amounts)

Debt:

Debt due within one year (1)

$
14,026
Long-term debt

20,188

Total Debt (2)

34,214
Shareholders' Equity:

Convertible Class A preferred stock, stated value $1 per
share; 600,000,000 shares authorized, 95,797,779
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424B5
outstanding

991
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, 2,536,958,080
outstanding

4,009
Additional paid-in capital

63,705
Reserve for Employee Stock Ownership Plan debt
retirement

(1,229)
Accumulated other comprehensive income/(loss)

(14,292)
Treasury stock

(95,563)
Retained earnings

97,197
Noncontrolling interest

597

Total Shareholders' Equity

55,415

Total Capitalization

$
89,629

(1)
Includes $1.8 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, 2017 our credit lines with banks amounted to $8.0 billion and were undrawn.
(2)
Total debt includes $34.1 billion of The Procter & Gamble Company debt. The balance of debt is held by subsidiaries. In addition, total debt
at September 30, 2017 does not include (1) $1.8 billion of notes offered hereby or (2) 1.0 billion of notes that we expect to issue on October
25, 2017. The offering of notes hereby, however, is not contingent upon the consummation of such other offering.

S-11
Table of Contents
DESCRIPTION OF THE NOTES
The following description of the particular terms of the 1.750% notes, the 1.900% notes and the 3.500% 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 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 1.750% notes, the 1.900% notes and the 3.500% notes, collectively. We qualify the description
of the notes by reference to the indenture as described below.
General
The 1.750% notes:

· will be in an aggregate initial principal amount of $600,000,000, subject to our ability to issue additional 1.750% notes which may be

of the same series as the 1.750% notes as described under "--Further Issues,"

· will mature on October 25, 2019,

· will bear interest at a rate of 1.750% per annum,

· will be our senior debt, ranking equally with all of our other present and future unsecured and unsubordinated indebtedness,

· will be issued as a separate series under the indenture between us and Deutsche Bank Trust Company Americas, dated as of

September 3, 2009, in registered, book-entry form only,

· will be issued in U.S. dollars in denominations of $2,000 and integral multiples of $1,000 in excess thereof,

· will be repaid at par at maturity,

· will be redeemable by us at any time prior to maturity as described below under "-- Optional Redemption,"

· will be subject to defeasance and covenant defeasance, and

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