Filed Pursuant to Rule 433
Registration No. 333-249545
Pricing Term Sheet
January 23, 2023
$2,100,000,000
The Procter & Gamble Company
$650,000,000 4.100% Notes due 2026
$600,000,000 3.950% Notes due 2028
$850,000,000 4.050% Notes due 2033
4.100% Notes due 2026
| Issuer: | The Procter & Gamble Company | |
| Aggregate Principal Amount: | $650,000,000 | |
| Maturity Date: | January 26, 2026 | |
| Coupon (Interest Rate): | 4.100% | |
| Price to Public (Issue Price): | 99.933% of principal amount | |
| Yield to Maturity: | 4.124% | |
| Spread to Benchmark Treasury: | +23 basis points | |
| Benchmark Treasury: | 3.875% UST due January 15, 2026 | |
| Benchmark Treasury Yield: | 3.894% | |
| Interest Payment Dates: | January 26 and July 26, commencing July 26, 2023 | |
| Day Count Convention: | 30/360 | |
| Make-Whole Redemption: | At any time at the greater of 100% or a discount rate of Treasury plus 5 basis points | |
| Trade Date: | January 23, 2023 | |
| Settlement Date*: | January 26, 2023 (T+3) | |
| CUSIP Number: | 742718 FY0 | |
| ISIN Number: | US742718FY05 | |
| Denominations: | $2,000 x $1,000 | |
| Joint Book-Running Managers: | Citigroup Global Markets Inc. | |
| Goldman Sachs & Co. LLC | ||
| Morgan Stanley & Co. LLC | ||
| Senior Co-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. | ||
| BNP Paribas Securities Corp. | ||
| ING Financial Markets LLC | ||
| Fifth Third Securities, Inc. | ||
| PNC Capital Markets LLC | ||
| Siebert Williams Shank & Co., LLC | ||
| Type of Offering: | SEC-Registered | |
| Listing: | None | |
| Long-term Debt Ratings**: | Moody’s: Aa3 (Stable); S&P: AA- (Stable) | |
| 3.950% Notes due 2028 | ||
| Issuer: | The Procter & Gamble Company | |
| Aggregate Principal Amount: | $600,000,000 | |
| Maturity Date: | January 26, 2028 | |
| Coupon (Interest Rate): | 3.950% | |
| Price to Public (Issue Price): | 99.897% of principal amount | |
| Yield to Maturity: | 3.973% | |
| Spread to Benchmark Treasury: | +35 basis points | |
| Benchmark Treasury: | 3.875% UST due December 31, 2027 | |
| Benchmark Treasury Yield: | 3.623% | |
| Interest Payment Dates: | January 26 and July 26, commencing July 26, 2023 | |
| 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 23, 2023 | |
| Settlement Date*: | January 26, 2023 (T+3) | |
| CUSIP Number: | 742718 FZ7 | |
| ISIN Number: | US742718FZ79 | |
| Denominations: | $2,000 x $1,000 | |
| Joint Book-Running Managers: | Citigroup Global Markets Inc. | |
| Goldman Sachs & Co. LLC | ||
| Morgan Stanley & Co. LLC | ||
| Senior Co-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. | ||
| BNP Paribas Securities Corp. | ||
| ING Financial Markets LLC | ||
| Fifth Third Securities, Inc. | ||
| PNC Capital Markets LLC | ||
| Siebert Williams Shank & Co., LLC | ||
| Type of Offering: | SEC-Registered | |
| Listing: | None | |
| Long-term Debt Ratings**: | Moody’s: Aa3 (Stable); S&P: AA- (Stable) | |
| 4.050% Notes due 2033 | ||
| Issuer: | The Procter & Gamble Company | |
| Aggregate Principal Amount: | $850,000,000 | |
| Maturity Date: | January 26, 2033 | |
| Coupon (Interest Rate): | 4.050% | |
| Price to Public (Issue Price): | 99.992% of principal amount | |
| Yield to Maturity: | 4.051% | |
| Spread to Benchmark Treasury: | +53 basis points | |
| Benchmark Treasury: | 4.125% UST due November 15, 2032 | |
| Benchmark Treasury Yield: | 3.521% | |
| Interest Payment Dates: | January 26 and July 26, commencing July 26, 2023 | |
| 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 23, 2023 | |
| Settlement Date*: | January 26, 2023 (T+3) | |
| CUSIP Number: | 742718 GA1 | |
| ISIN Number: | US742718GA10 | |
| Denominations: | $2,000 x $1,000 | |
| Joint Book-Running Managers: | Citigroup Global Markets Inc. | |
| Goldman Sachs & Co. LLC | ||
| Morgan Stanley & Co. LLC | ||
| Senior Co-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. | ||
| BNP Paribas Securities Corp. | ||
| ING Financial Markets LLC | ||
| Fifth Third Securities, Inc. | ||
| PNC Capital Markets LLC | ||
| Siebert Williams Shank & Co., LLC | ||
| Type of Offering: | SEC-Registered | |
| Listing: | None | |
| Long-term Debt Ratings**: | Moody’s: Aa3 (Stable); S&P: AA- (Stable) | |
* Note: We expect that delivery of the notes will be made against payment therefor on or about the third business day following the date of pricing of the notes (such settlement cycle being referred to as “T+3”). Under Rule 15c6-1 of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on any date prior to two business days before delivery of the notes will be required, by virtue of the fact that the notes initially will settle in T+3 business days, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to make such trades should consult their own advisors.
**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. LLC toll-free at 1-866-471-2526 and Morgan Stanley & Co. LLC toll-free at 1-866-718-1649.
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