PROCTER & GAMBLE Co — Capital/Financing Update 2011

Aug 15, 2011

8-K 1 aug2011publicoffer.htm AUGUST 2011 PUBLIC OFFERING aug2011publicoffer.htm Licensed to: P&G Document Created using EDGARizer 5.3.1.0 Copyright 1995 - 2011 Thomson Reuters. All rights reserved.

EFPlaceholder UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act Of 1934

Date of Report (Date of earliest event reported) August 15, 2011

THE PROCTER & GAMBLE COMPANY
(Exact name of registrant as specified in its charter)

Ohio	1-434	31-0411980
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

One Procter & Gamble Plaza, Cincinnati, Ohio	45202
(Address of principal executive offices)	Zip Code

(513) 983-1100	45202
(Registrant's telephone number, including area code)	Zip Code

[ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

On August 15, 2011, The Procter & Gamble Company (the “Company”) closed an underwritten public offering of $1,000,000,000 aggregate principal amount of 0.700% Notes due 2014 and $1,000,000,000 aggregate principal amount of 1.450% Notes due 2016 under the Company’s Registration Statement on Form S-3 (Registration No. 333-161767). Legal opinions related to these notes are attached hereto as Exhibits (5)(a) and (5)(c) and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) The following exhibits are being filed with this Current Report on Form 8-K.

Exhibit
Number	Description
(5)(a)	Opinion of Jason P. Muncy, Esq., Associate Director & Associate General Counsel of the Company.
(5)(c)	Opinion of Fried, Frank, Harris, Shriver & Jacobson LLP, which is referred to in the opinion filed as Exhibit (5)(a).
(23)(a)	Consent of Jason P. Muncy, Esq., which is contained in his opinion filed as Exhibit (5)(a).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

THE PROCTER & GAMBLE COMPANY
BY:	/s/ SUSAN S. WHALEY
	Susan S. Whaley Assistant Secretary
	August 15, 2011

EFPlaceholder EXHIBIT INDEX

Exhibit
Number	Description
(5)(a)	Opinion of Jason P. Muncy, Esq., Associate Director & Associate General Counsel of the Company.
(5)(c)	Opinion of Fried, Frank, Harris, Shriver & Jacobson LLP, which is referred to in the opinion filed as Exhibit (5)(a).
(23)(a)	Consent of Jason P. Muncy, Esq., which is contained in his opinion filed as Exhibit (5)(a).