Bond Procter & Gamble Inc. 5.5% ( US742718CB39 ) in USD

Procter & Gamble Inc.

100 % ▼

United States

US742718CB39 ( in USD )

5.5% per year ( payment 2 times a year)

01/02/2034

Prospectus brochure of the bond Procter & Gamble US742718CB39 en USD 5.5%, maturity 01/02/2034

1 000 USD

500 000 000 USD

742718CB3

AA- ( High grade - Investment-grade )

Aa3 ( High grade - Investment-grade )

01/02/2026 ( In 48 days )

Procter & Gamble is a multinational consumer goods corporation that manufactures and markets a wide range of products including personal care, cleaning agents, food, and beverage items under numerous well-known brands.

A new fixed-income opportunity emerges with the bond issuance from Procter & Gamble (P&G), a globally recognized consumer goods giant headquartered in Cincinnati, Ohio. As a titan in its industry, P&G commands significant market share and brand loyalty worldwide through a vast portfolio of well-known brands spanning diverse categories such as health care, beauty, fabric and home care, and baby care. Its consistent profitability, strong cash flow generation, and robust operational history underpin its status as a blue-chip company, reflecting deep financial stability and resilience across economic cycles. Identified by ISIN US742718CB39 and CUSIP 742718CB3, this bond, denominated in US Dollars (USD) and originating from the United States, is currently trading at par with a market price of 100%. It features a compelling coupon rate of 5.5%, providing investors with a fixed income stream through semi-annual payments. The bond carries a maturity date of February 1, 2034, at which point the principal will be repaid. The total size of this issuance amounts to USD 500,000,000, with a minimum investment threshold of USD 1,000, making it accessible to a range of institutional and individual investors. The robust financial health of Procter & Gamble is further affirmed by its strong credit ratings: Standard & Poor's (S&P) has assigned an 'AA-' rating, while Moody's has rated the bond 'Aa3'. Both ratings signify a very strong capacity to meet financial commitments, placing this debt instrument firmly within the high-grade investment category and reflecting the issuer's exceptional credit quality, presenting a compelling proposition for those seeking reliable long-term returns in their fixed-income portfolios.

Prospectus Supplement to Prospectus dated March 25, 2002
424B5 1 d424b5.htm PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED MARCH 25, 2002
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-84232
Prospectus Supplement to Prospectus dated March 25, 2002.

$500,000,000

The Procter & Gamble Company

5.500% Notes due 2034

Procter & Gamble will pay interest on the notes on February 1 and August 1 of each year. The first
such payment will be made on August 1, 2004. The notes will be issued only in denominations of
$1,000 and integral multiples of $1,000. Procter & Gamble may redeem some or all of the notes at any
time at the redemption price described in this prospectus supplement.

Neither the Securities and Exchange Commission nor any other regulatory body has approved
or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus
supplement or the accompanying prospectus. Any representation to the contrary is a criminal
offense.

Per Note
Total

Initial public offering price

99.577%
$497,885,000
Underwriting discount

0.875%
$ 4,375,000
Proceeds, before expenses,
to Procter & Gamble

98.702%
$493,510,000
The initial public offering price set forth above does not include accrued interest, if any. Interest on the
notes will accrue from January 27, 2004 and must be paid by the purchasers if the notes are delivered
after January 27, 2004.

The underwriters expect to deliver the notes through the facilities of The Depository Trust Company
against payment in New York, New York on January 27, 2004.
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Prospectus Supplement to Prospectus dated March 25, 2002

Joint Bookrunners
ABN AMRO Incorporated Deutsche Bank Securities
Goldman, Sachs & Co.

JPMorgan

Merrill Lynch & Co.

Citigroup

Morgan Stanley

Banc of America Securities LLC

HSBC

RBC Capital Markets

BNP Paribas Securities Corp.

The Williams Capital Group, L.
P

Prospectus Supplement dated January 22, 2004.
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Prospectus Supplement to Prospectus dated March 25, 2002
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement contains the terms of this offering of notes. This prospectus
supplement, or the information incorporated by reference in this prospectus supplement, may
add to, update or change the information in the accompanying prospectus. If information in this
prospectus supplement, or the information incorporated by reference in this prospectus
supplement, is inconsistent with the accompanying prospectus, this prospectus supplement,
or the information incorporated by reference in this prospectus supplement, will apply and will
supersede that information in the accompanying prospectus.
It is important for you to read and consider all information contained in this prospectus
supplement and the accompanying prospectus in making your investment decision. You
should also read and consider the information in the documents we have referred you to in
"Incorporation of Documents By Reference" in this prospectus supplement.
No person is authorized to give any information or to make any representations other than
those contained or incorporated by reference in this prospectus supplement or the
accompanying prospectus and, if given or made, such information or representations must not
be relied upon as having been authorized. This prospectus supplement and the accompanying
prospectus do not constitute an offer to sell or the solicitation of an offer to buy any securities
other than the securities described in this prospectus supplement or an offer to sell or the
solicitation of an offer to buy such securities in any circumstances in which such offer or
solicitation is unlawful. Neither the delivery of this prospectus supplement or the
accompanying prospectus, nor any sale made hereunder or thereunder shall, under any
circumstances, create any implication that there has been no change in our affairs since the
date of this prospectus supplement or the accompanying prospectus, or that the information
contained or incorporated by reference herein or therein is correct as of any time subsequent
to the date of such information.
The distribution of this prospectus supplement and the accompanying prospectus and the
offering of the notes in certain jurisdictions may be restricted by law. This prospectus
supplement and the accompanying prospectus do not constitute an offer, or an invitation on
our behalf or on behalf of the underwriters or any of them, to subscribe to or purchase, any of
the notes, and may not be used for or in connection with an offer or solicitation by anyone, in
any jurisdiction in which such an offer or solicitation is not authorized or to any person to
whom it is unlawful to make such an offer or solicitation. See "Underwriting."
Unless otherwise specified, all references in this prospectus supplement to: (a) "Procter &
Gamble," "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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Prospectus Supplement to Prospectus dated March 25, 2002

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Prospectus Supplement to Prospectus dated March 25, 2002
Table of Contents

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

·
Fabric and Home Care includes laundry detergents, dish care, fabric enhancers and surface
cleaners. Representative brands include Ariel, Tide, Dryel, Downy, Cascade, Dawn, Febreze and
Swiffer.

·
Baby and Family Care includes diapers, wipes, tissue and towels. Representative brands include
Pampers, Luvs, Charmin and Bounty.

·
Beauty Care includes hair care, hair colorants, skin care, cosmetics, fine fragrances, deodorants,
tampons, pads and pantiliners. Representative brands include Pantene, Herbal Essences, Nice `N
Easy, Head & Shoulders, Olay, Zest, Cover Girl, Secret, Old Spice, Tampax, Always and Whisper.

·
Snacks and Beverages includes coffee, snacks, commercial services and juice. Representative
brands include Folgers, Millstone, Pringles and Sunny Delight.

·
Health Care includes oral care, personal health care, pharmaceuticals and pet health and nutrition.
Representative brands include Crest, Scope, Metamucil, Vicks, Actonel, Asacol, Iams and
Eukanuba.
In the most recent fiscal year ended June 30, 2003, the Fabric and Home Care segment accounted for
29% of total sales and Beauty Care accounted for 28% of total sales. Baby and Family Care accounted
for 23%, Health Care accounted for 13% and Snacks and Beverages accounted for 7% of total sales.
In the United States, as of June 30, 2003, the Company owned and operated 35 manufacturing
facilities and leased and operated 2 manufacturing facilities. These facilities were located in 21
different states. In addition, the Company owned and operated 83 manufacturing facilities in 42 other
countries. Many of the domestic and international facilities produced products for multiple business
segments. Fabric and Home Care products were produced at 45 of these locations; Baby and Family
Care products at 32; Health Care products at 25; Beauty Care products at 39; and Snacks and
Beverages products at 11.

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Prospectus Supplement to Prospectus dated March 25, 2002
RECENT DEVELOPMENTS
In March 2003, the Company entered into an agreement to acquire a controlling interest in Wella AG
from the majority shareholders and, in June 2003, the Company completed a tender offer for the
remaining outstanding voting class shares and preference shares. On September 2, 2003, the
Company completed the previously announced purchase of the shares of Wella AG held by the
majority shareholders for 3.16 billion Euros (approximately $3.42 billion based on spot exchange rates
on that date). On September 10, 2003, the Company purchased the shares secured through the tender
offer for 1.49 billion Euros (approximately $1.67 billion based on spot exchange rates on that date). As
a result of these purchases, the Company acquired approximately 81% of the outstanding Wella
shares (99% of the voting class shares and 45% of the preference shares). The acquisition was
financed by a mixture of available cash balances and debt. Wella AG is a leading beauty care
company selling its products in more than 150 countries, focused on professional hair care, retail hair
care and cosmetics and fragrances.

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Prospectus Supplement to Prospectus dated March 25, 2002
Table of Contents
On November 16, 2001, the Company completed the acquisition of the Clairol business from Bristol-
Myers Squibb Company and, on May 31, 2002, the Company completed the spin-off of the Jif peanut
butter and Crisco shortening brands to the Company's shareholders and their subsequent merger into
the J.M. Smucker Company.

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Prospectus Supplement to Prospectus dated March 25, 2002
Table of Contents
SUMMARY CONSOLIDATED FINANCIAL INFORMATION
The following summary consolidated financial information for the quarters ended September 30, 2003
and September 30, 2002 has been derived from our unaudited consolidated financial statements
contained in our Quarterly Report to Shareholders on Form 10-Q for the quarter ended September 30,
2003. The summary consolidated financial information for the fiscal year ended June 30, 2003 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, 2003. We believe that all adjustments necessary for the
fair presentation thereof have been made to the unaudited financial data. The results for the interim
period ended September 30, 2003 are not necessarily indicative of the results for the full fiscal year.

Three Months Ended September 30

2003
2002

(Amounts in Millions Except

Per Share Amounts)
NET SALES

$
12,195
$
10,796
Cost of products sold

5,879

5,489
Marketing, research, administrative and other
expenses

3,673

3,128

OPERATING INCOME

2,643

2,179
Interest expense

141

144
Other non-operating income, net

40

103

EARNINGS BEFORE INCOME TAXES

2,542

2,138
Income taxes

781

674

NET EARNINGS

$
1,761
$
1,464

PER COMMON SHARE:

Basic net earnings

$
1.33
$
1.10
Diluted net earnings

$
1.26
$
1.04
Dividends

$
0.46
$
0.41
AVERAGE COMMON SHARES OUTSTANDING--
DILUTED

1,398.9

1,407.3

As of
As of
September 30, 2003
June 30, 2003

(Amounts in Millions)
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Prospectus Supplement to Prospectus dated March 25, 2002
WORKING CAPITAL

$
(1,139)
$
2,862
TOTAL ASSETS

$
50,496
$
43,706
LONG-TERM DEBT

$
11,993
$
11,475
SHAREHOLDERS' EQUITY

$
17,371
$
16,186

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Prospectus Supplement to Prospectus dated March 25, 2002
Table of Contents
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations
For the quarter ended September 30, 2003, we had double-digit volume, sales and earnings growth
despite strong base period comparisons and heavy competitive activity in certain of our core
categories. Going forward, business and market uncertainties could affect results. For a discussion of
key factors that could impact and must be managed by us, please refer to the Management's
Discussion and Analysis section in our Annual Report on Form 10-K for the fiscal year ended June 30,
2003.
Unit volume increased 12 percent, with all business segments and all geographic regions reporting unit
volume growth. Double-digit increases in Health Care, Beauty Care and developing regions helped
drive the volume growth. Excluding acquisitions and divestitures, primarily the recently completed
acquisition of Wella AG, unit volume increased nine percent.
Net sales increased 13 percent to $12.20 billion. Foreign exchange had a positive impact of three
percent, partially offset by mix of one percent and pricing investments of one percent. The foreign
exchange impact reflects the strengthening of the Euro, Canadian Dollar and British Pound partially
offset by weakening of the Venezuelan Bolivar and the Mexican Peso. Mix was driven, in part, by
higher than expected growth in developing markets, including strong growth in China, and the
continued portfolio expansion into mid-tier brands. Pricing investments were directed toward activities
to drive top line growth in multiple businesses and to respond to competitive activity on Crest
Whitestrips and continued high competitive promotion levels in the bath tissue and kitchen towel
categories.
We reported net earnings of $1.76 billion, an increase of 20 percent versus the prior year quarter.
Earnings growth was primarily driven by volume impacts, the completion of the prior year restructuring
program, which had $113 million of after-tax charges in the base period, and lower manufacturing
costs, despite inclusion of ongoing costs for restructuring-type activities to maintain a competitive cost
structure. These improvements were partially offset by marketing investments to support base
business and new product growth.
Net earnings per share were $1.26, an increase of 21 percent. Net earnings in the prior year quarter
were $1.46 billion or $1.04 per share. Wella did not have a significant impact on net earnings.
Gross margin was 51.8 percent for the quarter compared to 49.2 percent for the same quarter of the
prior year, an increase of 260 basis points. The increase in gross margin was primarily driven by lower
cost of products sold due to the scale effect of volume, the reduction of before-tax charges related to
the completed restructuring program of $88 million in the prior year quarter and material cost savings,
which more than offset certain commodity price increases. Other base business and restructuring
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Document Outline

sec.gov
- #1">Prospectus Supplement to Prospectus dated March 25, 2002