Obligation Procter & Gamble Inc. 1.45% ( US742718DV83 ) en USD

Procter & Gamble Inc.

100 % ⇌

Etas-Unis

US742718DV83 ( en USD )

1.45% par an ( paiement semestriel )

14/08/2016 - Obligation échue

Prospectus brochure de l'obligation The Procter & Gamble Co US742718DV83 en USD 1.45%, échue

2 000 USD

1 000 000 000 USD

742718DV8

AA- ( Haute qualité )

Aa3 ( Haute qualité )

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 US742718DV83, paye un coupon de 1.45% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/08/2016

L'Obligation émise par Procter & Gamble Inc. ( Etas-Unis ) , en USD, avec le code ISIN US742718DV83, a été notée Aa3 ( Haute qualité ) par l'agence de notation Moody's.

L'Obligation émise par Procter & Gamble Inc. ( Etas-Unis ) , en USD, avec le code ISIN US742718DV83, a été notée AA- ( Haute qualité ) par l'agence de notation Standard & Poor's ( S&P ).

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Filed Pursuant to Rule 424(b)(5)
Registration No. 333-161767
CALCULATION OF REGISTRATION FEE

Title of Each Class of

Maximum Aggregate

Amount of Registration
Securities Offered

Offering Price

Fee(1)

0.700% Notes due 2014
$ 1,000,000,000
$
116,100

1.450% Notes due 2016
1,000,000,000
116,100

Total
$ 2,000,000,000

$
232,200

(1) The filing fee of $232,200 is calculated in accordance with Rule 457(r) of the Securities Act of 1933.
Prospectus Supplement to Prospectus dated September 4, 2009
$2,000,000,000
$1,000,000,000 0.700% Notes due 2014
$1,000,000,000 1.450% Notes due 2016

The 2014 notes will mature on August 15, 2014 and the 2016 notes will mature on August 15, 2016. We refer to the 2014 notes
and the 2016 notes collectively as the notes. Interest on the notes will be payable on February 15 and August 15 of each year, as
applicable. Interest on the notes will accrue from August 15, 2011. The first interest payment date for the notes will be February 15,
2012. We may redeem some or all of the notes at any time at the redemption prices described in this prospectus supplement.
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.

Proceeds,
Before
Expenses,

Public Offering Price

Underwriting Discount

to us

Per Note
Total

Per Note
Total

Per Note
Total

2014
Notes

99.589% $ 995,890,000

0.250% $2,500,000

99.339% $ 993,390,000
2016
Notes

99.196% $ 991,960,000

0.350% $3,500,000

98.846% $ 988,460,000

Total

$1,987,850,000

$6,000,000

$1,981,850,000

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 August 15, 2011 and must be paid by the purchasers if the notes are delivered after August 15, 2011. 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, Luxembourg and Euroclear, on or about August 15, 2011.
Joint Book-Running Managers

Deutsche Bank Securities

HSBC
Morgan Stanley

Senior Co-Managers

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BofA Merrill Lynch

Citigroup

Credit Suisse
Goldman, Sachs & Co.

J.P. Morgan

RBS

Co-Managers

Barclays Capital

Mitsubishi UFJ Securities
UBS Investment Bank

Wells Fargo Securities

Prospectus Supplement dated August 10, 2011

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TABLE OF CONTENTS
Prospectus Supplement

Page
About This Prospectus Supplement
S-1
The Company
S-2
Risk Factors
S-3
Summary Consolidated Financial Information
S-7
Consolidated Ratio of Earnings to Fixed Charges
S-8
Capitalization
S-9
Description of the Notes

S-10
United States Federal Tax Considerations

S-19
Underwriting

S-25
Validity of the Notes

S-28
Available Information

S-28
Incorporation of Documents by Reference

S-28
Prospectus

The Procter & Gamble Company
1
Procter & Gamble International Funding SCA
1
Recent Developments
1
Forward-Looking Statements
2
Use of Proceeds
3
Description of Procter & Gamble Debt Securities
4
Description of PGIF Debt Securities

12
Plan of Distribution

23
Legal Opinions

25
Experts

25
Where You Can Find More Information

25

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ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement contains the terms of this offering of notes. This prospectus supplement, or
the information incorporated by reference in this prospectus supplement, may add to, update or change the
information in the accompanying prospectus. If information in this prospectus supplement, or the information
incorporated by reference in this prospectus supplement, is inconsistent with the accompanying prospectus,
this prospectus supplement, or the information incorporated by reference in this prospectus supplement, will
apply and will supersede that information in the accompanying prospectus.
It is important for you to read and consider all information contained in this prospectus supplement and the
accompanying prospectus in making your investment decision. You should also read and consider the
information in the documents we have referred you to in "Incorporation of Documents by Reference" in this
prospectus supplement.
No person is authorized to give any information or to make any representations other than those contained
or incorporated by reference in this prospectus supplement or the accompanying prospectus and, if given or
made, such information or representations must not be relied upon as having been authorized. This prospectus
supplement and the accompanying prospectus do not constitute an offer to sell or the solicitation of an offer to
buy any securities other than the securities described in this prospectus supplement or an offer to sell or the
solicitation of an offer to buy such securities in any circumstances in which such offer or solicitation is
unlawful. Neither the delivery of this prospectus supplement or the accompanying prospectus, nor any sale
made hereunder or thereunder shall, under any circumstances, create any implication that there has been no
change in our affairs since the date of this prospectus supplement or the accompanying prospectus, or that
the information contained or incorporated by reference herein or therein is correct as of any time subsequent
to the date of such information.
The distribution of this prospectus supplement and the accompanying prospectus and the offering of the
notes in certain jurisdictions may be restricted by law. This prospectus supplement and the accompanying
prospectus do not constitute an offer, or an invitation on our behalf or on behalf of the underwriters, to
subscribe to or purchase, any of the notes, and may not be used for or in connection with an offer or
solicitation by anyone, in any jurisdiction in which such an offer or solicitation is not authorized or to any
person to whom it is unlawful to make such an offer or solicitation. See "Underwriting."
Unless otherwise specified, all references in this prospectus supplement to: (a) "Procter & Gamble," "P&G,"
"the Company," "we," "us," and "our" are to The Procter & Gamble Company and its subsidiaries; (b) "fiscal"
followed by a specific year are to our fiscal year ended or ending June 30 of that year; (c) "U.S. dollars,"
"dollars," "U.S. $" or "$" are to the currency of the United States of America; and (d) "euros" or "" are to the
single currency introduced in January 1999 pursuant to the Treaty establishing the European Community, as
amended.
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THE COMPANY
The Procter & Gamble Company was incorporated in Ohio in 1905, having been built from a business founded in
1837 by Wil iam Procter and James Gamble. Today, we manufacture and market a broad range of consumer products in
many countries throughout the world. Our principal executive offices are located at One Procter & Gamble Plaza,
Cincinnati, Ohio 45202, and our telephone number is (513) 983-1100.
In the United States, as of June 30, 2011, we owned and operated 36 manufacturing facilities. These facilities were
located in 22 different states or territories. In addition, we owned and operated 102 manufacturing facilities in 41 other
countries. Many of the domestic and international facilities produced products for multiple businesses.
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RISK FACTORS
We discuss our expectations regarding future performance, events and outcomes, such as our business outlook and
objectives in this document, as wel as in our annual report, quarterly reports, current reports on Form 8-K, press
releases and other written and oral communications. Al statements, except for historical and present factual information,
are "forward-looking statements" and are based on financial data and business plans available only as of the time the
statements are made, which may become out of date or incomplete. We assume no obligation to update any forward-
looking statements as a result of new information, future events, or other factors. Forward-looking statements are
inherently uncertain, and investors must recognize that events could significantly differ from our expectations.
The fol owing 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 fol owing 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 material change in consumer demand for our products 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 shifting our portfolio towards faster growing, higher margin businesses. If demand and growth rates
fal substantial y below expected levels or our market share declines significantly in these businesses, our results could
be negatively impacted. This could occur due to unforeseen negative economic or political events or to changes in
consumer trends and habits. In addition, our continued success is dependent on leading-edge innovation, with respect to
both products and operations. This means we must be able to obtain patents that lead to the development of products
that appeal to our consumers across the world.
The ability to achieve our business objectives is dependent on how well we can respond to our local and
global competitors.
Across all of our categories, we compete against a wide variety of global and local competitors. As a result, there
are ongoing competitive product and pricing pressures in the environments in which we operate, as wel as challenges in
maintaining profit margins. To address these chal enges, we must be able to successful y respond to competitive factors,
including pricing, promotional incentives and trade terms, as wel as technological advances and patents granted to
competition.
Our businesses face cost pressures and risks inherent in global manufacturing which could affect our
business results.
Our costs are subject to fluctuations, particularly due to changes in commodity prices, raw materials, labor costs,
foreign exchange and interest rates. Therefore, our success is dependent, in part, on our continued ability to manage
these fluctuations through pricing actions, cost savings projects (including outsourcing projects), sourcing decisions and
certain hedging transactions. In the manufacturing and general overhead areas, we need to maintain key manufacturing
and supply arrangements, including any key sole supplier and sole manufacturing plant arrangements. In addition, we are
subject to risks inherent in global manufacturing, such as environmental events, labor disputes, disruption in logistics, loss
or impairment of key manufacturing sites, natural disasters, acts of war or terrorism and other external
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factors over which we have no control. While we have business continuity and contingency plans for key manufacturing
sites and the supply of raw materials, significant disruption of manufacturing could interrupt product supply and, if not
remedied, have an adverse impact on our business.
We face risks associated with significant international operations.
We conduct business across the globe with a significant portion of our sales outside the United States. As a result,
we are subject to a number of risks, including, but not limited to, changes in exchange rates for foreign currencies, which
may reduce the U.S. dol ar value of revenues and earnings received and/or balances held by or invested in our foreign
subsidiaries, as wel as exchange controls and other limits on our ability to repatriate earnings from outside the U.S. that
can increase our exposure. We have sizable businesses and maintain local currency cash balances in a number of
foreign countries with exchange controls, including, but not limited to, Venezuela, China and India. Our results of
operations and/or financial condition could be adversely impacted if we are unable to successful y manage these risks in
an increasingly volatile environment. Further, we expect to achieve our financial targets, in part, by achieving
disproportionate growth in developing regions. Should growth rates or our market share fal substantial y below expected
levels in these regions, our results could be negatively impacted. In addition, economic changes, terrorist activity and
political unrest may result in business interruption, inflation, deflation or decreased demand for our products. Our
success wil depend, in part, on our ability to manage continued global political and/or economic uncertainty, especial y in
our significant geographical markets, as wel as any political or economic disruption due to terrorist and other hostile
activities.
If the reputation of the Company or one or more of our leading 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. If we
are unable to effectively manage real or perceived issues, which could negatively impact sentiments toward the
Company, 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, particularly our bil ion-dol ar brands. 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, or we are unable to maintain trademark protection. Further, our results could be negatively impacted
if one of our leading brands suffers a substantial impediment to its reputation due to real or perceived quality issues or
the distribution and sale of counterfeit products.
Our ability to successfully adapt to ongoing organizational change could impact our business results.
We have executed a number of significant business and organizational changes including acquisitions, divestitures and
workforce optimization projects to support our growth strategies. We expect these types of changes to continue for the
foreseeable future. Successful y managing these changes, including retention of key employees, is critical to our
business success. In addition, we are generally a build-from-within company, and our success is dependent on
identifying, developing and retaining key employees to provide uninterrupted leadership and direction for our business.
This includes developing organization capabilities in key growth markets where the depth of skil ed employees is limited
and competition for these resources is intense. Further, business and organizational changes may result in more reliance
on third parties for various services, and that reliance may increase reputational, operational and compliance risks,
including the risk of corruption. Final y, our financial targets assume a consistent level of productivity improvement. If we
are unable to deliver expected productivity improvements, while continuing to invest in business growth, our financial
results could be adversely impacted.
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Our ability to successfully manage ongoing acquisition and divestiture activities could impact our business
results.
As a company that manages a portfolio of consumer brands, our ongoing business model involves a certain level of
acquisition and divestiture activities. We must be able to successful y manage the impacts of these activities, while at the
same time delivering against base business objectives. Specifically, our financial results could be adversely impacted if:
1) we are not able to deliver the expected cost and growth synergies associated with our acquisitions, 2) changes in the
cash flows or other market-based assumptions cause the value of acquired assets to fal below book value or 3) we are
unable to offset the dilutive impacts from the loss of revenue streams associated with divested brands.
Our business is subject to legislation, regulation and enforcement in the U.S. and abroad.
Changes in laws, regulations and the related interpretations and increased enforcement actions may alter the
environment in which we do business. This includes changes in competition, product-related, privacy and environmental
laws, including actions in response to global climate change concerns, increased enforcement as wel as changes in
accounting standards, taxation requirements and enforcement penalties. Accordingly, our ability to manage regulatory,
tax and legal matters (including product liability, patent, and other intel ectual property matters), and to resolve pending
legal matters without significant liability may materially impact our results of operations and financial position.
Furthermore, the competition law and antitrust investigations described in our Annual Report on Form 10-K and our
Quarterly Reports on Form 10-Q, may result in fines or costs in excess of the amounts accrued to date that could
materially impact our results of operations and financial position. In addition, as a U.S. based multinational company we
are also 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.
A material change in customer relationships or in customer demand for our products could have a
significant impact on our business.
Our success is dependent on our ability to successful y 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 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. Further, retail trade consolidation could create significant cost and margin pressure and lead to
more complex work across broader geographic boundaries for both us and key retailers. This can be particularly difficult
when major customers are addressing local trade pressures or local law and regulation changes. In addition, our
business would be negatively impacted if a key customer were to significantly reduce the range or inventory level of our
products.
We face risks related to changes in the global economic environment.
Our business is impacted by global economic conditions, which are increasingly volatile. 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 or customer disruptions resulting from tighter credit markets,
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 and/or liquidity issues resulting from an
inability to access credit markets to obtain cash to support operations. We could also be negatively impacted by an
economic crisis in individual countries or regions, including sovereign risk related to a deterioration in the credit
worthiness of or a default by local governments. Such events could negatively impact our overall liquidity, as wel as our
ability to col ect 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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A failure of a key information technology system, process or site could have a material adverse impact on
our business.
We rely extensively on information technology systems, some of which are managed by third-party service providers,
in order to conduct business. These systems include, but are not limited to, ordering and managing materials from
suppliers, converting materials to finished products, shipping product to customers, processing transactions, summarizing
and reporting results of operations, complying with regulatory, legal or tax requirements, providing data security, and
other processes necessary to manage the business. If our systems are damaged or cease to function properly due to
any number of causes, ranging from catastrophic events to power outages to security breaches, and our business
continuity plans do not effectively compensate on a timely basis, we may suffer interruptions in our ability to manage
operations which may adversely impact our results of operations and/or financial condition.
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