PROCTER & GAMBLE Co — Capital/Financing Update 2018

Oct 24, 2018

FWP 1 d615903dfwp.htm FWP FWP

Filed Pursuant to Rule 433

Registration No. 333-221035

October 24, 2018

Pricing Term Sheet

€2,100,000,000

The Procter & Gamble Company

€800,000,000 0.625% Notes due 2024

€800,000,000 1.200% Notes due 2028

€500,000,000 1.875% Notes due 2038

0.625% Notes due 2024
Issuer:	The Procter & Gamble Company
Aggregate Principal Amount:	€800,000,000
Maturity Date:	October 30, 2024
Mid-swap rate:	0.501%
Spread to mid-swap rate:	+17 basis points
Yield to Maturity:	0.671%
Coupon (Interest Rate):	0.625%
Price to Public (Issue Price):	99.730% of principal amount
Reference Government security:	1.000% due August 15, 2024
Reference Government security price/yield:	106.33%; -0.088%
Spread to reference Government security:	+75.9 basis points
Interest Payment Date:	October 30, commencing October 30, 2019
Day Count Convention:	ACT/ACT, following, unadjusted
Make-Whole Redemption:	At any time at the greater of 100% or a discount rate of the Comparable Government Bond Rate plus 15 basis points

Tax Redemption:	The notes will be redeemable if certain events occur involving United States taxation as described in the Prospectus Supplement
Trade Date:	October 24, 2018
Settlement Date:	October 30, 2018, which is the fourth business day (as defined in applicable SEC rules) following the trade date specified above (such settlement cycle being referred to as “T+4”). Purchasers should note that the
ability to settle secondary market trades of the notes effected on any date prior to two business days before delivery of the notes may be affected by the T+4 settlement.
Common Code:	190075010
ISIN:	XS1900750107
CUSIP:	742718 FC8
Denominations:	€100,000 x €1,000
Joint Book-Running Managers:	Citigroup Global Markets Limited Goldman
Sachs & Co. LLC HSBC Bank plc
Senior Co-Managers:	Deutsche Bank AG, London Branch
	Morgan Stanley & Co. International plc
Co-Managers:	Barclays Bank PLC
	J.P. Morgan Securities plc
	Merrill Lynch International
	MUFG Securities EMEA plc
	RBC Europe Limited
	Banco Bilbao Vizcaya Argentaria, S.A.
	ING Bank N.V. Belgian Branch
	Wells Fargo Securities International Limited
	The Williams Capital Group, L.P.
	Fifth Third Securities, Inc.
	PNC Capital Markets LLC
	U.S. Bancorp Investments, Inc.
Type of Offering:	SEC-Registered
Listing:	Application will be made for listing on the New York Stock Exchange on terms described in the Prospectus Supplement
Long-term Debt Ratings:	Moody’s: Aa3 (Stable); S&P: AA- (Stable)

1.200% Notes due 2028
Issuer:	The Procter & Gamble Company
Aggregate Principal Amount:	€800,000,000
Maturity Date:	October 30, 2028
Mid-swap rate:	0.967%
Spread to mid-swap rate:	+27 basis points
Yield to Maturity:	1.237%
Coupon (Interest Rate):	1.200%
Price to Public (Issue Price):	99.654% of principal amount
Reference Government security:	0.250% due August 15, 2028
Reference Government security price/yield:	98.64%; 0.392%
Spread to reference
Government security:	+84.5 basis points
Interest Payment Date:	October 30, commencing October 30, 2019
Day Count Convention:	ACT/ACT, following, unadjusted
Make-Whole Redemption:	At any time at the greater of 100% or a discount rate of the Comparable Government Bond Rate plus 15 basis points
Tax Redemption:	The notes will be redeemable if certain events occur involving United States taxation as described in the Prospectus Supplement
Trade Date:	October 24, 2018
Settlement Date:	October 30, 2018, which is the fourth business day (as defined in applicable SEC rules) following the trade date specified above (such settlement cycle being referred to as “T+4”). Purchasers should note that the
ability to settle secondary market trades of the notes effected on any date prior to two business days before delivery of the notes may be affected by the T+4 settlement.

Common Code:	190075281
ISIN:	XS1900752814
CUSIP:	742718 FD6
Denominations:	€100,000 x €1,000
Joint Book-Running Managers:	Citigroup Global Markets Limited
	Goldman Sachs & Co. LLC
	HSBC Bank plc
Senior Co-Managers:	Deutsche Bank AG, London Branch
	Morgan Stanley & Co. International plc
Co-Managers:	Barclays Bank PLC
	J.P. Morgan Securities plc
	Merrill Lynch International
	MUFG Securities EMEA plc
	RBC Europe Limited
	Banco Bilbao Vizcaya Argentaria, S.A.
	ING Bank N.V. Belgian Branch
	Wells Fargo Securities International Limited
	The Williams Capital Group, L.P.
	Fifth Third Securities, Inc.
	PNC Capital Markets LLC
	U.S. Bancorp Investments, Inc.
Type of Offering:	SEC-Registered
Listing:	Application will be made for listing on the New York Stock Exchange on terms described in the Prospectus Supplement
Long-term Debt Ratings:	Moody’s: Aa3 (Stable); S&P: AA- (Stable)

1.875% Notes due 2038
Issuer:	The Procter & Gamble Company
Aggregate Principal Amount:	€500,000,000
Maturity Date:	October 30, 2038
Mid-swap rate:	1.468%
Spread to mid-swap rate:	+45 basis points
Yield to Maturity:	1.918%
Coupon (Interest Rate):	1.875%
Price to Public (Issue Price):	99.291% of principal amount
Reference Government security:	4.000% due January 4, 2037
Reference Government security price/yield:	154.76%; 0.764%
Spread to reference Government security:	+115.4 basis points
Interest Payment Date:	October 30, commencing October 30, 2019
Day Count Convention:	ACT/ACT, following, unadjusted
Make-Whole Redemption:	At any time at the greater of 100% or a discount rate of the Comparable Government Bond Rate plus 20 basis points
Tax Redemption:	The notes will be redeemable if certain events occur involving United States taxation as described in the Prospectus Supplement
Trade Date:	October 24, 2018
Settlement Date:	October 30, 2018, which is the fourth business day (as defined in applicable SEC rules) following the trade date specified above (such settlement cycle being referred to as “T+4”). Purchasers should note that the
ability to settle secondary market trades of the notes effected on any date prior to two business days before delivery of the notes may be affected by the T+4 settlement.

Common Code:	190075290
ISIN:	XS1900752905
CUSIP:	742718 FE4
Denominations:	€100,000 x €1,000
Joint Book-Running Managers:	Citigroup Global Markets Limited
	Goldman Sachs & Co. LLC
	HSBC Bank plc
Senior Co-Managers:	Deutsche Bank AG, London Branch
	Morgan Stanley & Co. International plc
Co-Managers:	Barclays Bank PLC
	J.P. Morgan Securities plc
	Merrill Lynch International
	MUFG Securities EMEA plc
	RBC Europe Limited
	Banco Bilbao Vizcaya Argentaria, S.A.
	ING Bank N.V. Belgian Branch
	Wells Fargo Securities International Limited
	The Williams Capital Group, L.P.
	Fifth Third Securities, Inc.
	PNC Capital Markets LLC
	U.S. Bancorp Investments, Inc.
Type of Offering:	SEC-Registered
Listing:	Application will be made for listing on the New York Stock Exchange on terms described in the Prospectus Supplement
Long-term Debt Ratings:	Moody’s: Aa3 (Stable); S&P: AA- (Stable)

Note : A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send

you the prospectus if you request it by calling Citigroup Global Markets Limited toll-free at 1-800-831-9146, Goldman Sachs & Co. LLC toll-free at 1-866-471-2526 or HSBC Bank plc toll-free at 1-866-811-8049.

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