Filed Pursuant to Rule 433
RegistrationNo. 333-221035
March 23, 2020
Pricing Term Sheet
$5,000,000,000
The Procter & Gamble Company
$750,000,000 2.450% Notes due 2025
$500,000,000 2.800% Notes due 2027
$1,500,000,000 3.000% Notes due 2030
$1,000,000,000 3.550% Notes due 2040
$1,250,000,000 3.600% Notes due 2050
2.450% Notes due 2025
Issuer: | The Procter & Gamble Company | |
| Aggregate Principal Amount: | $750,000,000 | |
| Maturity Date: | March 25, 2025 | |
| Coupon (Interest Rate): | 2.450% | |
| Price to Public (Issue Price): | 99.841% of principal amount | |
| Yield to Maturity: | 2.484% | |
| Spread to Benchmark Treasury: | +210 basis points | |
| Benchmark Treasury: | 1.125% UST due February 28, 2025 | |
| Benchmark Treasury Yield: | 0.384% | |
| Interest Payment Dates: | March 25 and September 25, commencing September 25, 2020 | |
| Day Count Convention: | 30/360 | |
| Make-whole Redemption: | At any time at the greater of 100% or a discount rate of Treasury plus 35 basis points | |
| Trade Date: | March 23, 2020 | |
| Settlement Date: | March 25, 2020 (T+2) | |
| CUSIP Number: | 742718 FF1 | |
| ISIN Number: | US742718FF16 | |
| Denominations: | $2,000 x $1,000 | |
| Joint Book-Running Managers: | Citigroup Global Markets Inc. | |
| Goldman Sachs & Co. LLC | ||
| Morgan Stanley & Co. LLC | ||
| SeniorCo-Managers: | Deutsche Bank Securities Inc. | |
| HSBC Securities (USA) Inc. | ||
| Co-Managers: | BofA Securities, Inc. | |
| Barclays Capital Inc. | ||
| BBVA Securities Inc. | ||
| MUFG Securities Americas Inc. | ||
| RBC Capital Markets, LLC | ||
| U.S. Bancorp Investments, Inc. | ||
| ING Financial Markets LLC | ||
| Siebert Williams Shank & Co., LLC | ||
| Wells Fargo Securities, LLC | ||
| Fifth Third Securities, Inc. | ||
| PNC Capital Markets LLC | ||
| Type of Offering: | SEC Registered | |
| Listing: | None | |
| Use of Proceeds: | General corporate purposes, including the repayment of commercial paper | |
| Long-term Debt Ratings: | Moody’s: Aa3 (Stable); S&P:AA- (Stable) | |
| 2.800% Notes due 2027 | ||
| Issuer: | The Procter & Gamble Company | |
| Aggregate Principal Amount: | $500,000,000 | |
| Maturity Date: | March 25, 2027 | |
| Coupon (Interest Rate): | 2.800% | |
| Price to Public (Issue Price): | 99.748% of principal amount | |
| Yield to Maturity: | 2.840% | |
| Spread to Benchmark Treasury: | +220 basis points | |
| Benchmark Treasury: | 1.125% UST due February 28, 2027 | |
| Benchmark Treasury Yield: | 0.640% | |
| Interest Payment Dates: | March 25 and September 25, commencing September 25, 2020 | |
| Day Count Convention: | 30/360 | |
| Make-whole Redemption: | At any time at the greater of 100% or a discount rate of Treasury plus 35 basis points | |
| Trade Date: | March 23, 2020 | |
| Settlement Date: | March 25, 2020 (T+2) | |
| CUSIP Number: | 742718 FG9 | |
| ISIN Number: | US742718FG98 | |
| Denominations: | $2,000 x $1,000 | |
| Joint Book-Running Managers: | Citigroup Global Markets Inc. | |
| Goldman Sachs & Co. LLC | ||
| Morgan Stanley & Co. LLC | ||
| SeniorCo-Managers: | Deutsche Bank Securities Inc. | |
| HSBC Securities (USA) Inc. | ||
| Co-Managers: | BofA Securities, Inc. | |
| Barclays Capital Inc. | ||
| BBVA Securities Inc. | ||
| MUFG Securities Americas Inc. | ||
| RBC Capital Markets, LLC | ||
| U.S. Bancorp Investments, Inc. | ||
| ING Financial Markets LLC | ||
| Siebert Williams Shank & Co., LLC | ||
| Wells Fargo Securities, LLC | ||
| Fifth Third Securities, Inc. | ||
| PNC Capital Markets LLC | ||
| Type of Offering: | SEC Registered | |
| Listing: | None | |
| Use of Proceeds: | General corporate purposes, including the repayment of commercial paper | |
| Long-term Debt Ratings: | Moody’s: Aa3 (Stable); S&P:AA- (Stable) | |
| 3.000% Notes due 2030 | ||
| Issuer: | The Procter & Gamble Company | |
| Aggregate Principal Amount: | $1,500,000,000 | |
| Maturity Date: | March 25, 2030 | |
| Coupon (Interest Rate): | 3.000% | |
| Price to Public (Issue Price): | 99.760% of principal amount | |
| Yield to Maturity: | 3.028% | |
| Spread to Benchmark Treasury: | +225 basis points | |
| Benchmark Treasury: | 1.500% UST due February 15, 2030 | |
| Benchmark Treasury Yield: | 0.778% | |
| Interest Payment Dates: | March 25 and September 25, commencing September 25, 2020 | |
| Day Count Convention: | 30/360 | |
| Make-whole Redemption: | At any time at the greater of 100% or a discount rate of Treasury plus 35 basis points | |
| Trade Date: | March 23, 2020 | |
| Settlement Date: | March 25, 2020 (T+2) | |
| CUSIP Number: | 742718 FH7 | |
| ISIN Number: | US742718FH71 | |
| Denominations: | $2,000 x $1,000 | |
| Joint Book-Running Managers: | Citigroup Global Markets Inc. | |
| Goldman Sachs & Co. LLC | ||
| Morgan Stanley & Co. LLC | ||
| SeniorCo-Managers: | Deutsche Bank Securities Inc. | |
| HSBC Securities (USA) Inc. | ||
| Co-Managers: | BofA Securities, Inc. | |
| Barclays Capital Inc. | ||
| BBVA Securities Inc. | ||
| MUFG Securities Americas Inc. | ||
| RBC Capital Markets, LLC | ||
| U.S. Bancorp Investments, Inc. | ||
| ING Financial Markets LLC | ||
| Siebert Williams Shank & Co., LLC | ||
| Wells Fargo Securities, LLC | ||
| Fifth Third Securities, Inc. | ||
| PNC Capital Markets LLC | ||
| Type of Offering: | SEC Registered | |
| Listing: | None | |
| Use of Proceeds: | General corporate purposes, including the repayment of commercial paper | |
| Long-term Debt Ratings: | Moody’s: Aa3 (Stable); S&P:AA- (Stable) | |
| 3.550% Notes due 2040 | ||
| Issuer: | The Procter & Gamble Company | |
| Aggregate Principal Amount: | $1,000,000,000 | |
| Maturity Date: | March 25, 2040 | |
| Coupon (Interest Rate): | 3.550% | |
| Price to Public (Issue Price): | 99.503% of principal amount | |
| Yield to Maturity: | 3.585% | |
| Spread to Benchmark Treasury: | +220 basis points | |
| Benchmark Treasury: | 2.375% UST due November 15, 2049 | |
| Benchmark Treasury Yield: | 1.385% | |
| Interest Payment Dates: | March 25 and September 25, commencing September 25, 2020 | |
| Day Count Convention: | 30/360 | |
| Make-whole Redemption: | At any time at the greater of 100% or a discount rate of Treasury plus 35 basis points | |
| Trade Date: | March 23, 2020 | |
| Settlement Date: | March 25, 2020 (T+2) | |
| CUSIP Number: | 742718 FJ3 | |
| ISIN Number: | US742718FJ38 | |
| Denominations: | $2,000 x $1,000 | |
| Joint Book-Running Managers: | Citigroup Global Markets Inc. | |
| Goldman Sachs & Co. LLC | ||
| Morgan Stanley & Co. LLC | ||
| SeniorCo-Managers: | Deutsche Bank Securities Inc. | |
| HSBC Securities (USA) Inc. | ||
| Co-Managers: | BofA Securities, Inc. | |
| Barclays Capital Inc. | ||
| BBVA Securities Inc. | ||
| MUFG Securities Americas Inc. | ||
| RBC Capital Markets, LLC | ||
| U.S. Bancorp Investments, Inc. | ||
| ING Financial Markets LLC | ||
| Siebert Williams Shank & Co., LLC | ||
| Wells Fargo Securities, LLC | ||
| Fifth Third Securities, Inc. | ||
| PNC Capital Markets LLC | ||
| Type of Offering: | SEC Registered | |
| Listing: | None | |
| Use of Proceeds: | General corporate purposes, including the repayment of commercial paper | |
| Long-term Debt Ratings: | Moody’s: Aa3 (Stable); S&P:AA- (Stable) | |
3.600% Notes due 2050 | ||
Issuer: | The Procter & Gamble Company | |
Aggregate Principal Amount: | $1,250,000,000 | |
Maturity Date: | March 25, 2050 | |
Coupon (Interest Rate): | 3.600% | |
Price to Public (Issue Price): | 99.364% of principal amount | |
Yield to Maturity: | 3.635% | |
Spread to Benchmark Treasury: | +225 basis points | |
Benchmark Treasury: | 2.375% UST due November 15, 2049 | |
Benchmark Treasury Yield: | 1.385% | |
Interest Payment Dates: | March 25 and September 25, commencing September 25, 2020 | |
Day Count Convention: | 30/360 | |
Make-whole Redemption: | At any time at the greater of 100% or a discount rate of Treasury plus 35 basis points | |
Trade Date: | March 23, 2020 | |
Settlement Date: | March 25, 2020 (T+2) | |
CUSIP Number: | 742718 FK0 | |
ISIN Number: | US742718FK01 | |
Denominations: | $2,000 x $1,000 | |
Joint Book-Running Managers: | Citigroup Global Markets Inc. | |
Goldman Sachs & Co. LLC | ||
Morgan Stanley & Co. LLC | ||
SeniorCo-Managers: | Deutsche Bank Securities Inc. | |
HSBC Securities (USA) Inc. | ||
| Co-Managers: | BofA Securities, Inc. | |
| Barclays Capital Inc. | ||
| BBVA Securities Inc. | ||
| MUFG Securities Americas Inc. | ||
| RBC Capital Markets, LLC | ||
| U.S. Bancorp Investments, Inc. | ||
| ING Financial Markets LLC | ||
| Siebert Williams Shank & Co., LLC | ||
| Wells Fargo Securities, LLC | ||
| Fifth Third Securities, Inc. | ||
| PNC Capital Markets LLC | ||
| Type of Offering: | SEC Registered | |
| Listing: | None | |
| Use of Proceeds: | General corporate purposes, including the repayment of commercial paper | |
| 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 at1-800-831-9146, Goldman Sachs & Co. LLC toll-free at1-866-471-2526 and Morgan Stanley & Co. LLC collect at1-866-718-1649.
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