Filed Pursuant to Rule 433
Registration No. 333-199594
January 28, 2016
Pricing Term Sheet
$1,200,000,000
The Procter & Gamble Company
$600,000,000 1.850% Notes due 2021
$600,000,000 2.700% Notes due 2026
1.850% Notes due 2021
| Issuer: | The Procter & Gamble Company | |
| Aggregate Principal Amount: | $600,000,000 | |
| Maturity Date: | February 2, 2021 | |
| Coupon (Interest Rate): | 1.850% | |
| Price to Public (Issue Price): | 99.981% of principal amount | |
| Yield to Maturity: | 1.854% | |
| Spread to Benchmark Treasury: | + 45 basis points | |
| Benchmark Treasury: | 1.750% UST due December 31, 2020 | |
| Benchmark Treasury Yield: | 1.404% | |
| Interest Payment Dates: | February 2 and August 2, commencing August 2, 2016 | |
| Day Count Convention: | 30/360 | |
| Make-whole Redemption: | At any time at the greater of 100% or a discount rate of Treasury plus 10 basis points | |
| Trade Date: | January 28, 2016 | |
| Settlement Date: | February 2, 2016 (T+3) | |
| CUSIP Number: | 742718EN5 | |
| ISIN Number: | US742718EN58 | |
| Denominations: | $2,000 x $1,000 | |
| Joint Book-Running Managers: | Citigroup Global Markets Inc. | |
| Goldman, Sachs & Co. | ||
| J.P. Morgan Securities LLC | ||
| Senior Co-Managers: | Deutsche Bank Securities Inc. | |
| HSBC Securities (USA) Inc. | ||
| Morgan Stanley & Co. LLC | ||
| Co-Managers: | Barclays Capital Inc. | |
| Merrill Lynch, Pierce, Fenner & Smith | ||
| Incorporated | ||
| Mitsubishi UFJ Securities (USA), Inc. | ||
| RBC Capital Markets, LLC | ||
| BBVA Securities Inc. | ||
| Credit Suisse Securities (USA) LLC | ||
| ING Financial Markets LLC | ||
| Fifth Third Securities, Inc. | ||
| PNC Capital Markets LLC | ||
| U.S. Bancorp Investments, Inc. | ||
| Wells Fargo Securities, LLC | ||
| The Williams Capital Group, L.P. | ||
| Type of Offering: | SEC Registered | |
| Listing: | None | |
| Long-term Debt Ratings: | Moody’s: Aa3 (Stable); S&P: AA- (Stable) | |
| 2.700% Notes due 2026 | ||
| Issuer: | The Procter & Gamble Company | |
| Aggregate Principal Amount: | $600,000,000 | |
| Maturity Date: | February 2, 2026 | |
| Coupon (Interest Rate): | 2.700% | |
| Price to Public (Issue Price): | 99.635% of principal amount | |
| Yield to Maturity: | 2.742% | |
| Spread to Benchmark Treasury: | + 75 basis points | |
| Benchmark Treasury: | 2.250% UST due November 15, 2025 | |
| Benchmark Treasury Yield: | 1.992% | |
| Interest Payment Dates: | February 2 and August 2, commencing August 2, 2016 | |
| Day Count Convention: | 30/360 | |
| Make-whole Redemption: | At any time at the greater of 100% or a discount rate of Treasury plus 15 basis points | |
| Trade Date: | January 28, 2016 | |
| Settlement Date: | February 2, 2016 (T+3) | |
| CUSIP Number: | 742718EP0 | |
| ISIN Number: | US742718EP07 | |
| Denominations: | $2,000 x $1,000 | |
| Joint Book-Running Managers: | Citigroup Global Markets Inc. | |
| Goldman, Sachs & Co. | ||
| J.P. Morgan Securities LLC | ||
| Senior Co-Managers: | Deutsche Bank Securities Inc. | |
| HSBC Securities (USA) Inc. | ||
| Morgan Stanley & Co. LLC | ||
| Co-Managers: | Barclays Capital Inc. | |
| Merrill Lynch, Pierce, Fenner & Smith | ||
| Incorporated | ||
| Mitsubishi UFJ Securities (USA), Inc. | ||
| RBC Capital Markets, LLC | ||
| BBVA Securities Inc. | ||
| Credit Suisse Securities (USA) LLC | ||
| ING Financial Markets LLC | ||
| Fifth Third Securities, Inc. | ||
| PNC Capital Markets LLC | ||
| U.S. Bancorp Investments, Inc. | ||
| Wells Fargo Securities, LLC | ||
| The Williams Capital Group, L.P. | ||
| Type of Offering: | SEC Registered | |
| Listing: | None | |
| 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 Inc. toll-free at 1-800-831-9146, Goldman, Sachs & Co. toll-free at 1-866-471-2526 or J.P. Morgan Securities LLC collect at 1-212-834-4533.
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