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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