Filed Pursuant to Rule 424(b)(5)
Registration No. 333-299472
Prospectus Supplement to Prospectus dated October 15, 2026
$352,231,000
The Procter & Gamble Company
Floating Rate Notes due 2076
References to the “notes” or “floating rate notes” refer to the Floating Rate Notes due 2076. The floating rate
notes will bear interest at the rate equal to Compounded SOFR (as defined herein) less 0.45% per year. Interest on the
floating rate notes will be payable quarterly on February 2, May 2, August 2 and November 2 of each year, commencing
on February 2, 2027. The stated maturity of the notes is November 2, 2076.
We have the right to redeem all or a portion of the notes beginning on November 2, 2056 and at any time
thereafter at the redemption prices listed in this prospectus supplement, plus accrued interest on the notes to the date we
redeem the notes.
The holders of the notes may require us to repurchase all or a portion of the notes beginning on November 2,
2027, on every November 2 thereafter through and including November 2, 2037, and thereafter on November 2 of every
subsequent third year, at the repayment prices listed in this prospectus supplement, plus accrued interest on the notes to
the date we repurchase the notes.
If there is a “tax event,” we have the right to shorten the maturity of the notes to the extent needed, so that the
interest we pay on the notes will be deductible for United States federal income tax purposes. On the new maturity date,
we will pay 100% of the principal amount of the notes, plus accrued interest on the notes to the new maturity date.
See “Risk Factors” beginning on page S-3 to read about important factors you should consider before buying the
notes.
Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of the notes or determined if this prospectus supplement or the accompanying prospectus is
truthful or complete. Any representation to the contrary is a criminal offense.
Per Note | Total | ||
Public offering price .............................................................................. | 100.000% | $352,231,000 | |
Underwriting discount ........................................................................... | 1.000% | $3,522,310 | |
Proceeds, before expenses, to us ...................................................... | 99.000% | $348,708,690 |
The initial public offering price set forth above does not include accrued interest, if any. Interest on the notes will
accrue from November 2, 2026 and must be paid by the purchasers if the notes are delivered after November 2, 2026.
The notes will not be listed on any securities exchange.
We expect to deliver the notes to investors through the book-entry delivery system of The Depository Trust
Company on or about November 2, 2026.
Joint Book-Running Managers
J.P. Morgan | Morgan Stanley | RBC Capital Markets | UBS Investment Bank |
Prospectus Supplement dated October 28, 2026
S-i
TABLE OF CONTENTS
Prospectus Supplement
Page | |
About This Prospectus Supplement ............................................................................................................ | |
The Company ................................................................................................................................................. | |
Risk Factors .................................................................................................................................................... | |
Summary Consolidated Financial Information ........................................................................................... | |
Capitalization .................................................................................................................................................. | |
Description of the Notes ................................................................................................................................ | |
Underwriting .................................................................................................................................................... | |
Validity of the Notes ....................................................................................................................................... | |
Incorporation of Certain Information by Reference ................................................................................... | |
Where You Can Find More Information ...................................................................................................... |
Prospectus
Page | |
About This Prospectus .................................................................................................................................. | |
The Company ................................................................................................................................................. | |
Cautionary Note Regarding Forward-Looking Statements ...................................................................... | |
Risk Factors .................................................................................................................................................... | |
Use of Proceeds ............................................................................................................................................. | |
Description of Debt Securities ...................................................................................................................... | |
Plan of Distribution ......................................................................................................................................... | |
Legal Opinions ................................................................................................................................................ | |
Experts ............................................................................................................................................................. | |
Incorporation of Certain Information by Reference ................................................................................... | |
Where You Can Find More Information ...................................................................................................... |
S-1
ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement contains the terms of this offering of notes. This prospectus
supplement, or the information incorporated by reference in this prospectus supplement, may add
to, update or change the information in the accompanying prospectus. If information in this
prospectus supplement, or the information incorporated by reference in this prospectus
supplement, is inconsistent with the accompanying prospectus, this prospectus supplement, or
the information incorporated by reference in this prospectus supplement, will apply and will
supersede that information in the accompanying prospectus.
It is important for you to read and consider all information contained in this prospectus
supplement and the accompanying prospectus in making your investment decision. You should
also read and consider the information in the documents we have referred you to in
“Incorporation of Certain Information by Reference” in this prospectus supplement.
No person is authorized to give any information or to make any representations other than
those contained or incorporated by reference in this prospectus supplement or the accompanying
prospectus and, if given or made, such information or representations must not be relied upon as
having been authorized. This prospectus supplement and the accompanying prospectus do not
constitute an offer to sell or the solicitation of an offer to buy any securities other than the
securities described in this prospectus supplement or an offer to sell or the solicitation of an offer
to buy such securities in any circumstances in which such offer or solicitation is unlawful. Neither
the delivery of this prospectus supplement or the accompanying prospectus, nor any sale made
hereunder or thereunder shall, under any circumstances, create any implication that there has
been no change in our affairs since the date of this prospectus supplement or the accompanying
prospectus, or that the information contained or incorporated by reference herein or therein is
correct as of any time subsequent to the date of such information.
The distribution of this prospectus supplement and the accompanying prospectus and the
offering of the notes in certain jurisdictions may be restricted by law. This prospectus supplement
and the accompanying prospectus do not constitute an offer, or an invitation on our behalf or on
behalf of the underwriters, to subscribe to or purchase, any of the notes, and may not be used for
or in connection with an offer or solicitation by anyone, in any jurisdiction in which such an offer
or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or
solicitation. See “Underwriting.”
Unless otherwise specified, all references in this prospectus supplement to: (a) “Procter &
Gamble,” “P&G,” “the Company,” “we,” “us,” and “our” are to The Procter & Gamble Company
and its subsidiaries; (b) “fiscal” followed by a specific year are to our fiscal year ended or ending
June 30 of that year; and (c) “U.S. dollars,” “dollars,” “U.S. $” or “$” are to the currency of the
United States of America.
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THE COMPANY
The Procter & Gamble Company is a world-leading multinational consumer goods company focused
on providing trusted, branded products of superior quality, performance and value to improve the lives of
consumers around the world - now and for generations to come. Our products are sold in about 180
countries and territories throughout the world. The Company was incorporated in Ohio in 1905, having
first been established as a New Jersey corporation in 1890, and was built from a business founded in
Cincinnati in 1837 by William Procter and James Gamble. Our principal executive offices are located at
One Procter & Gamble Plaza, Cincinnati, Ohio 45202, and our telephone number is (513) 983-1100.
In the United States, as of June 30, 2026, we owned and operated 24 manufacturing sites located in
18 different states. In addition, we owned and operated 72 manufacturing sites in 31 other countries.
Many of the domestic and international sites manufacture products for multiple businesses.
S-3
RISK FACTORS
We discuss our expectations regarding future performance, events and outcomes, such as our
business outlook and objectives in this document, as well as in our quarterly and annual reports, current
reports on Form 8-K, press releases and other written and oral communications. All statements, except
for historical and present factual information, are “forward-looking statements” and are based on financial
data and business plans available only as of the time the statements are made, which may become
outdated or incomplete. We assume no obligation to update any forward-looking statements as a result of
new information, future events or other factors, except to the extent required by law. Forward-looking
statements are inherently uncertain, and investors must recognize that events could significantly differ
from our expectations.
The following discussion of “risk factors” identifies significant factors that may adversely affect our
business, operations, financial position or future financial performance. This information should be read in
conjunction with Management’s Discussion and Analysis and the consolidated financial statements and
related notes included in our quarterly and annual reports and current reports on Form 8-K which are
incorporated by reference into this document. The following discussion of risks is not all inclusive but is
designed to highlight what we believe are important factors to consider when evaluating our expectations.
These and other factors could cause our future results to differ from those in the forward-looking
statements and from historical trends, perhaps materially.
MACROECONOMIC CONDITIONS AND RELATED FINANCIAL RISKS
Our business is subject to numerous risks as a result of having significant operations and
sales in international markets, including foreign currency fluctuations, currency exchange or
pricing controls.
We are a global company, with operations in approximately 65 countries and products sold in about
180 countries and territories around the world. We hold assets, incur liabilities, generate sales and pay
expenses in a variety of currencies other than the U.S. dollar, and our operations outside the U.S.
generate more than 50% of our annual net sales. Fluctuations in exchange rates for foreign currencies
have and could reduce the U.S. dollar value of sales, earnings and cash flows we receive from non-U.S.
markets, increase our supply costs (as measured in U.S. dollars) in those markets, negatively impact our
competitiveness in those markets or otherwise adversely impact our business results or financial
condition.
We have a significant amount of debt, including floating rate and foreign currency debt and
derivatives, as part of our capital markets activities. As we refinance debt or renew derivatives, we are
exposed to movement in global interest rates and rate differentials. The maturity cash outflows of foreign
currency debt and derivative instruments could be adversely impacted by significant appreciation of
foreign currency exchange rates (particularly the Euro), which could impact our overall cash flows and
interest expense. Moreover, discriminatory or conflicting fiscal or trade policies in different countries,
including changes to tariffs and existing trade policies and agreements, have and could adversely affect
our results. See also the Results of Operations and Cash Flow, Financial Condition and Liquidity sections
of Management’s Discussion and Analysis and the consolidated financial statements and related notes
included in our quarterly and annual reports, which are incorporated by reference into this document.
We also have businesses and maintain local currency cash balances in a number of countries with
currency exchange, import authorization, pricing or other controls or restrictions. Our results of
operations, financial condition and cash flows could be adversely impacted if we are unable to
successfully manage such controls and restrictions, continue existing business operations and repatriate
earnings from overseas, or if new or increased tariffs, quotas, exchange or price controls, trade barriers or
similar restrictions are imposed on our business.
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Uncertain economic or social conditions may adversely impact demand for our products
or cause our customers and other business partners to suffer financial hardship, which could
adversely impact our business.
Our business could be negatively impacted by reduced demand for our products related to one or
more significant local, regional or global economic or social disruptions. These disruptions have included
and may include: a slow-down, recession or inflationary pressures in the general economy; reduced
market growth rates; tighter credit markets for our suppliers, vendors or customers; a significant shift in
government policies; significant social unrest; the deterioration of economic relations between countries
or regions; potential negative consumer sentiment toward non-local products or sources; or the inability to
conduct day-to-day transactions through our financial intermediaries to pay funds to or collect funds from
our customers, vendors and suppliers. Additionally, these and other economic conditions may cause our
suppliers, distributors, contractors or other third-party partners to suffer financial or operational difficulties
that they cannot overcome, resulting in their inability to provide us with the materials and services we
need, in which case our business and results of operations could be adversely affected. Customers may
also suffer financial hardships due to economic conditions such that their accounts become uncollectible
or are subject to longer collection cycles. In addition, if we are unable to generate sufficient sales, income
and cash flow, it could affect the Company’s ability to achieve expected share repurchase and dividend
payments.
Changing political and geopolitical conditions could adversely impact our business and
financial results.
Changes in the political conditions in markets in which we manufacture, sell or distribute our products,
as well as changing geopolitical conditions, may be difficult to predict and may adversely affect our
business and financial results. Results of elections, referendums, sanctions or other political processes
and pressures in certain markets in which our products are manufactured, sold or distributed have
created and could create uncertainty regarding how existing governmental policies, laws and regulations
may change, including with respect to sanctions, taxes, tariffs, import and export controls and the general
movement of goods, materials, services, capital, data and people between countries. The potential
implications of such uncertainty, which include, among others, exchange rate fluctuations, variability and
unpredictability in trade relations, new or increased tariffs, trade barriers and market contraction, could
adversely affect the Company’s results of operations and cash flows.
The Company operates a global business with sales, manufacturing, distribution and research and
development organizations globally that contribute to our overall growth. If geopolitical tensions and trade
controls continue to increase or disrupt our business in markets where we have significant sales or
operations, including disruptions due to governmental responses to such conflicts (such as the imposition
of sanctions, export controls, retaliatory tariffs, restrictions on cross-border data transfers, increased
business licensing requirements or limitations on profits), such disruptions could adversely impact our
business, financial condition, results of operations and cash flows.
Our business, operations or employees have been and could continue to be adversely affected
(including by the need to de-consolidate or even exit certain businesses in particular countries) by
geopolitical conflicts, political volatility, trade controls, labor market disruptions, epidemics or other crises
or vulnerabilities in individual countries or regions. This could include political instability, upheaval or acts
of war and the related responses of governments or other entities (including, but not limited to, boycotts in
certain regions), broad economic instability or sovereign risk related to a default by or deterioration in the
creditworthiness of local governments, particularly in emerging markets.
For example, the ongoing war between Russia and Ukraine has negatively impacted, and the
situation it generates may continue to negatively impact, our operations. Future impacts to the Company
are difficult to predict due to the high level of uncertainty as to how the overall situation will continue to
evolve. We may reduce further or discontinue our operations in Russia due to significant and cumulative
sanctions and export controls and counter-sanctions, monetary, currency or payment controls, restrictions
S-5
on data transfers or access to financial institutions and services, supply and transportation challenges or
other circumstances and considerations. In addition to operational disruptions, these factors could result
in loss of assets or impairments of our manufacturing plants and fixed assets or write-downs of other
operating assets and working capital.
The conflict in the Middle East could also adversely impact our financial results and operations due to,
for example, volatility in global energy markets, supply chain disruptions, inflationary pressures or trade
restrictions.
More broadly, there could be additional negative impacts to our net sales, earnings and cash flows
should these situations worsen or other geopolitical conflicts arise, including, among other potential
impacts, economic recessions in certain neighboring countries or globally due to inflationary pressures,
energy and supply chain cost increases or the geographic proximity of the conflicts relative to the rest of
other markets.
Changes in geopolitical conditions could also amplify or affect the other risk factors set forth in this
Risk Factors section, including, but not limited to, foreign exchange volatility, disruptions to the financial
and credit markets, energy supply and supply chain disruptions, increased risks of an information security
or operational technology incident, cost fluctuations and commodity cost increases and increased costs to
ensure compliance with global and local laws and regulations.
Disruptions in credit markets or to our banking partners or changes to our credit ratings
may reduce our access to credit or overall liquidity.
A disruption in the credit markets or a downgrade of our current credit rating could increase our future
borrowing costs and impair our ability to access capital and credit markets on terms commercially
acceptable to us, which could adversely affect our liquidity and capital resources or significantly increase
our cost of capital. In addition, we rely on top-tier banking partners in key markets around the world, who
themselves face economic, societal, reputational, political and other risks, for access to credit and to
facilitate collection, payment and supply chain finance programs. A disruption to one or more of these top-
tier partners could impact our ability to draw on existing credit facilities or otherwise adversely affect our
cash flows or the cash flows of our customers and vendors.
BUSINESS OPERATIONS RISKS
Our business results depend on our ability to manage disruptions in our global supply
chain.
Our ability to meet our customers’ needs and achieve cost targets depends on our ability to maintain
key manufacturing and supply arrangements, including execution of supply chain optimizations and
certain sole supplier or sole manufacturing plant arrangements. The loss or disruption of such
manufacturing and supply arrangements, including for issues such as labor disputes or controversies,
loss or impairment of key manufacturing sites, discontinuity or disruptions in our internal information and
data systems or those of our suppliers, cybersecurity incidents including but not limited to ransomware
attacks, misuse of artificial intelligence (AI) and machine learning technologies, inability to procure
sufficient raw or input materials (including water, recycled materials and materials that meet our labor
standards), significant changes in trade policy, natural disasters, increasing severity or frequency of
extreme weather events due to climate change or otherwise, acts of war or terrorism, disease outbreaks
(including epidemics, pandemics or similar widespread public health concerns) or other external factors
over which we have no control, have at times interrupted and could interrupt product supply and, if not
effectively managed and remedied, have an adverse impact on our business, financial condition, results
of operations or cash flows.
S-6
Our businesses face cost fluctuations and pressures that could affect our results.
Our costs are subject to fluctuations, particularly due to changes in the prices of commodities
(including certain petroleum-derived materials like resins and paper-based materials like pulp), raw and
packaging materials and the costs of labor, tariffs, transportation (including trucks and containers), energy,
pensions and healthcare. Inflation pressures sometimes result in increases in these input costs.
Therefore, our business results depend, in part, on our continued ability to manage these fluctuations
through pricing actions, cost saving projects and sourcing decisions, while maintaining and improving
margins and market share. Failure to manage these fluctuations and to anticipate consumer reaction to
our management of these fluctuations could adversely impact our results of operations or cash flows.
The ability to achieve our business objectives depends on how well we can compete with
our local and global competitors in new and existing markets and channels.
The consumer products industry is highly competitive. Across all of our categories, we compete
against a wide variety, and increasing number, of global and local competitors. In addition, evolving sales
channels and business models may continue to affect customer and consumer preferences as well as
market dynamics, which, for example, may be seen in the growing consumer preference for shopping
online, growth in digital tools, fragmentation of media, ease of competitive entry into certain categories
and growth in hard discounter channels. Failure to anticipate and successfully respond to competitive
factors, retail and consumer trends, new and growing sales channels and new business models,
particularly digital commerce, at the pace in which they are evolving could adversely affect our business
results and operations.
A significant change in customer relationships or in customer demand for our products
could have a significant impact on our business.
We sell most of our products via retail customers, which include mass merchandisers, digital
commerce (including social commerce) channels, grocery stores, membership club stores, drug stores,
department stores, distributors, wholesalers, specialty beauty stores (including airport duty-free stores),
high-frequency stores, pharmacies, electronics stores and professional channels. Our success depends
on our ability to successfully manage relationships with our retail customers, which includes our ability to
offer trade terms that are mutually acceptable and are aligned with our pricing and profitability targets in
an environment of changing customer practices driven by digital tools and investment in media platforms.
In addition, continued concentration among our retail customers, an increase in buying alliances or other
changes in the negotiation strategies of our customers could create significant cost and margin pressure
on our business or business disruptions. If we cannot reach agreement with a key customer on trade
terms and principles, our business performance could suffer. Our business could also be negatively
impacted if a key customer were to significantly reduce the inventory level of or shelf space allocated to
our products as a result of increased offerings of other branded manufacturers, private label brands and
generic non-branded products or for other reasons, significantly tighten product delivery windows or
experience a significant business disruption.
If the reputation of the Company or one or more of our brands erodes significantly, it could
have a material impact on our financial results.
The Company’s reputation, and the reputation of our brands, form the foundation of our relationships
with key stakeholders and other constituencies, including consumers, customers and suppliers. The
quality and safety of our products are critical to our business. Many of our brands have worldwide
recognition and our financial success directly depends on the success of our brands. The success of our
brands can suffer if our marketing plans or product initiatives do not have the desired impact on a brand’s
image or its ability to attract consumers. Our results of operations or cash flows could also be negatively
impacted if the Company or one of our brands suffers substantial harm to its reputation due to a
significant product recall, product-related litigation, defects or impurities in our products, product misuse,
changing consumer perceptions of certain ingredients, negative perceptions of packaging (such as
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plastics and other petroleum-based materials), lack of recyclability or other environmental attributes,
concerns about actual or alleged labor, equality and inclusion or social practices, cyber incidents, privacy
failures or data losses, implementation or deployment of a controversial technology, negative views of
ongoing operations in certain countries, allegations of product tampering, negative perceptions of or
controversies related to employees or the distribution and sale of counterfeit products. Additionally,
negative or inaccurate postings or comments on social media or networking websites about the Company
or one of its brands could generate adverse publicity that could damage the reputation of our brands or
the Company. If we are unable to effectively manage real or perceived issues, including concerns about
safety, quality, ingredients, efficacy, environmental or social impacts or similar matters, sentiments toward
the Company or our products could be negatively impacted, and our results of operations or cash flows
could suffer. Our Company also devotes time and resources to citizenship efforts that are consistent with
our corporate values and are designed to strengthen our business and protect and preserve our
reputation, including programs driving ethics and corporate responsibility, strong communities, equality
and inclusion and environmental sustainability. While the Company has many programs and initiatives to
further these citizenship efforts, we are impacted in part by the actions and efforts of third parties including
local and other governmental authorities, suppliers, vendors and customers. Consumer or broader
stakeholder perceptions of these programs and initiatives widely vary and could adversely affect our
business. If these programs are changed, not fully achieved or suffer negative publicity, the Company’s
reputation and results of operations or cash flows could be adversely impacted.
We rely on third parties in many aspects of our business, which creates additional risk.
Due to the scale and scope of our business, we must rely on relationships with third parties, including
our suppliers, contract manufacturers, distributors, contractors, commercial banks, joint venture partners
and external business partners, for certain functions. If we are unable to effectively manage our third-
party relationships and the agreements under which our third-party partners operate, our results of
operations and cash flows could be adversely impacted. Failure of these third parties to meet their
obligations to the Company, including the transparency and accuracy of the disclosures of ingredients in
materials or processes, proper security of Company data and personal data, and the provision of
information to timely address operational disruptions or cyber incidents, or substantial disruptions in the
relationships between the Company and these third parties could adversely impact our operations and
financial results. Additionally, while we have policies and procedures for managing these relationships,
they inherently involve a lesser degree of control over business operations, governance and compliance,
thereby potentially increasing our financial, legal, reputational and operational risk. In some situations, the
actions or inactions of third parties could be imputed to the Company or otherwise lead to inquiries,
investigations, claims, proceedings or information requests by government agencies or private parties.
A significant information security or operational technology incident, including a
cybersecurity incident, or the failure of one or more key information or operations technology
systems, networks, hardware, processes and/or associated sites involving the Company or one of
its service providers could have a material adverse impact on our business or reputation.
We rely extensively on information and operational technology (IT/OT) systems, networks and
services, including internet and intranet sites, data hosting and processing facilities and technologies,
physical security systems and other hardware, AI, software and technical applications and platforms.
Many of these are managed, hosted, provided and/or used by third parties or their vendors. The various
uses of these IT/OT systems, networks and services include, but are not limited to, ordering and
managing materials from suppliers; converting materials to finished products; shipping, marketing and
selling products; collecting, transferring, storing and/or processing customer, consumer, employee,
vendor, investor and other stakeholder information and personal data; summarizing and reporting results
of operations, including financial reporting; managing our banking and other cash liquidity systems and
platforms; hosting, processing and sharing, as appropriate, confidential and proprietary research, trade
secrets, business plans and financial information; collaborating via an online and efficient means of global
business communications; complying with regulatory, legal and tax requirements; providing data security;
and handling other processes necessary to manage our business.
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Increasing and evolving information security threats, including advanced persistent cybersecurity
threats and the use of AI to autonomously find and exploit weaknesses, obtain information, craft social
engineering content and execute large-scale attacks with increased speed and minimal human effort,
pose a risk to the security of our services, systems, networks and supply chain, as well as the
confidentiality, availability and integrity of our data and of our critical business operations. In addition,
because the techniques, tools and tactics used in cyber-attacks frequently change, continue to advance in
sophistication and may be difficult to detect for periods of time, we and our third-party providers may face
difficulties in anticipating and implementing adequate preventative measures, quickly evaluating the full
impact of an attack or fully containing and mitigating harms after such an attack.
Our IT/OT databases and systems and our third-party providers’ databases and systems have been,
and will likely continue to be, subject to advanced computer viruses or other malicious codes,
ransomware, unauthorized access attempts, denial of service attacks, phishing (including the use of
adversarial AI techniques), social engineering, credential stuffing, automated vulnerability discovery, data
encryption or exfiltration, deep fakes, hacking, supply chain software compromise and other cyber-
attacks. Such attacks may originate from outside parties, hackers, criminal organizations or other threat
actors, including nation states. In addition, operational errors and insider actors - malicious or otherwise -
could cause technical disruptions and/or data incidents. We cannot guarantee that our security efforts or
the security efforts of our third-party providers will prevent material breaches, operational outages or other
breakdowns to our or our third-party providers’ IT/OT databases or systems.
A breach of our data security systems or digital customer products, such as connected devices, or
failure of our IT/OT databases and systems and those of our third-parties may have a material adverse
impact on our business operations and financial results. If the IT/OT systems, networks or service
providers we rely upon fail to function properly or cause operational outages or aberrations, or if we or
one of our third-party providers suffer significant unavailability of key operations, or inadvertent disclosure
of, lack of integrity of, or loss of our sensitive business or stakeholder information, including personal
information, due to any number of causes, including catastrophic events, natural disasters, power
outages, computer and telecommunications failures, improper data handling, viruses, phishing attempts,
cyber-attacks, malware and ransomware attacks, security incidents, misuse or malicious use of AI or
employee error or malfeasance, and our business continuity plans do not effectively address these
failures on a timely basis, we may suffer interruptions in our ability to manage operations and be exposed
to reputational, competitive, operational, financial and business harm as well as litigation and regulatory
action. If our critical IT systems or back-up systems or those of our third-party vendors are damaged or
cease to function properly, we may have to make a significant investment to repair or replace them.
In addition, if a ransomware attack, other cybersecurity incident or operational disruption occurs,
either internally or at our third-party providers, we could be prevented from accessing our data or
systems, which may cause interruptions or delays in our business operations, cause us to incur
remediation costs, subject us to demands to pay a ransom or damage our reputation. In addition, such
events could result in unauthorized disclosure or loss of confidential information or stakeholder
information, including personal data from customers, consumers, employees, vendors, investors and
other stakeholders, and we may suffer financial and reputational damage as a result. Additionally, we
could be exposed to potential liability, litigation, governmental inquiries, reporting requirements,
investigations or regulatory enforcement actions; and we could be subject to payment of fines or other
penalties, legal claims by our suppliers, customers or employees and significant remediation costs.
Periodically, we and/or our suppliers also upgrade IT/OT systems or adopt new technologies,
including but not limited to AI, in our operations. These technologies may have limitations, including
biases, errors, insufficient or erroneous data. If a new system or technology does not function properly,
provides flawed or inaccurate outputs or exposes us to increased cybersecurity incidents and failures, it
could result in litigation or regulatory enforcement, affect our ability to order materials, make and ship
orders and process payments as well as cause other operational and information integrity and loss
issues. The costs and operational consequences of responding to the above items and implementing
remediation measures could be significant and could adversely impact our results of operations and cash
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flows and generate negative publicity affecting Company reputation and relationships among consumers,
customers and other business partners.
BUSINESS STRATEGY & ORGANIZATIONAL RISKS
Our ability to meet our growth targets depends on successful product, marketing and
operations innovation and successful responses to competitive innovation, evolving digital
marketing and selling platforms and changing consumer habits.
We are a consumer products company that relies on continued global demand for our brands and
products, and consumer expectations and purchasing habits are evolving at an accelerating pace.
Achieving our business results depends, in part, on successfully developing, introducing and marketing
new products and on making significant improvements to our equipment and manufacturing processes.
The success of such innovation depends on our ability to correctly anticipate customer and consumer
acceptance and trends at the pace at which they are evolving, to obtain, maintain and enforce necessary
intellectual property protections and to avoid infringing upon the intellectual property rights of others and
to continue to deliver efficient and effective marketing across evolving and more fragmented media and
mobile platforms with dynamic and increasingly more restrictive privacy requirements. We must also
successfully respond to technological advances made by, and intellectual property rights granted to,
competitors, customers and vendors. Failure to continually innovate, improve and respond to competitive
moves, changing consumer habits and platform evolution, including the timely, responsible and effective
adoption of emerging technologies such as AI, could compromise our competitive position and adversely
impact our financial condition, results of operations or cash flows.
We must successfully manage ongoing acquisition, joint venture and divestiture activities.
As a company that manages a portfolio of consumer brands, our ongoing business model includes a
certain level of acquisition, joint venture and divestiture activities. We must be able to successfully
manage the impacts of these activities, while at the same time delivering against our business objectives.
Specifically, our financial results have been and could be adversely impacted by the dilutive impacts from
the loss of earnings associated with divested brands or dissolution of joint ventures. Our results of
operations and cash flows have been and could be impacted by acquisitions or joint venture activities, if:
1) changes in the cash flows or other market-based assumptions cause the value of acquired assets to
fall below book value, or 2) we are not able to deliver the expected cost and growth synergies associated
with such acquisitions and joint ventures, including as a result of integration and collaboration challenges,
which could also result in an impairment of goodwill and intangible assets.
Our business results depend on our ability to successfully manage productivity
improvements and ongoing organizational change, including attracting, developing and retaining
key talent as part of our overall succession planning.
Our financial projections assume certain new and ongoing productivity improvements and cost
savings, including staffing adjustments and employee departures. Failure to deliver these planned
productivity improvements and cost savings, while continuing to invest in business growth, could
adversely impact our results of operations and cash flows. Additionally, successfully executing
organizational change, management transitions at leadership levels of the Company and motivation and
retention of key employees is critical to our business success. Factors that may affect our ability to attract
and retain sufficient numbers of qualified employees include: employee morale; our reputation; the
impacts of political, social and geopolitical polarization; competition from other employers and availability
of qualified individuals. Our success depends on identifying, developing and retaining key employees to
provide uninterrupted leadership and direction for our business. This includes developing and retaining
organizational capabilities in key growth markets where the depth of skilled or experienced employees
may be limited and competition for these resources is intense as well as continuing the development and
execution of robust leadership succession plans. It also includes continuing to attract, develop and retain
employees that adapt to new ways of working and new technologies in a rapidly changing environment.
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LEGAL & REGULATORY RISKS
We must successfully manage compliance with current and expanding laws and
regulations, as well as manage new and pending legal and regulatory matters in the U.S. and
abroad.
Our business is subject to a wide variety of laws, regulations, policies and related interpretations
across the countries in which we do business, including those laws and regulations involving intellectual
property, product liability, product composition or formulation (including requirements related to
ingredients or other substances present in products), manufacturing processes, packaging content or
corporate responsibility for packaging and product disposal (including plastics and other petroleum-based
materials), marketing, antitrust and competition, privacy, cybersecurity, data protection and data transfers,
AI, environmental (including increasing focus on the climate, nature, water and waste impacts of
consumer packaged goods companies’ operations and products), employment, healthcare, anti-bribery
and anti-corruption (including interactions with health care professionals and government officials as well
as corresponding internal controls and record-keeping requirements), trade (including tariffs, sanctions
and export controls), tax, accounting and financial reporting or other matters. In addition, governmental
and societal attention to environmental and social matters, including changing and disparate mandatory
and voluntary reporting, diligence and disclosure on topics such as climate change, waste production,
water usage, nature impacts, human capital, respect for human rights, labor and risk oversight, could
continue to expand the nature, scope and complexity of matters that we are required to control, assess
and report. These and other rapidly changing laws, regulations, policies and related interpretations as well
as increased enforcement actions by various governmental and regulatory agencies, create challenges
for the Company, may alter the environment in which we do business, may increase the ongoing costs
and complexities of compliance including by requiring investments in technology or other compliance
systems and may ultimately result in the need to cease manufacturing, sales or other business activities
in certain jurisdictions, which could adversely impact our results of operations and cash flows. If we are
unable to continue to meet these challenges and comply with all laws, regulations, policies and related
interpretations, it could negatively impact our reputation and our business results. Additionally, we are
currently, and in the future may be, subject to a number of inquiries, investigations, claims, proceedings
and requests for information from governmental agencies or private parties, the adverse outcomes of
which could harm our business. Failure to successfully manage these new or pending regulatory and
legal matters and resolve such matters without significant liability or damage to our reputation may
materially adversely impact our financial condition, results of operations and cash flows. Furthermore, if
new or pending legal or regulatory matters result in fines or costs in excess of the amounts accrued to
date, that may also materially impact our results of operations and financial position.
Changes in applicable tax laws and regulations and resolutions of tax disputes could
negatively affect our financial results.
The Company is subject to taxation in the U.S. and numerous foreign jurisdictions. Changes in the
various tax laws can and do occur. For example, in July 2025, the U.S. government enacted the One Big
Beautiful Bill Act (the 2025 U.S. Tax Act). The 2025 U.S. Tax Act extended or made permanent many of
the corporate tax changes arising under the Tax Cuts and Jobs Act passed in 2017 (the 2017 U.S. Tax
Act). We do not anticipate the 2025 U.S. Tax Act to have a material impact to our financial condition,
results of operations, cash flows or effective tax rate.
In December 2021, the Organisation for Economic Co-operation and Development (OECD) issued
“Pillar Two” model rules which established a global minimum corporate tax rate of 15% for large
multinational corporations. Many countries have implemented or are in the process of implementing Pillar
Two legislation into their respective domestic laws. The implementation of the Pillar Two global minimum
top-up tax did not have a material impact to our financial condition, results of operations, cash flows or
effective tax rate for the fiscal year ended 2026. Based on current legislation and available guidance,
including the January 5, 2026 Pillar Two “Side-by-Side Package”, we do not anticipate the Pillar Two
global minimum top-up tax to have a material impact to our financial condition, results of operations, cash
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flows or effective tax rate in future years. The Company continues to assess the overall impact of potential
changes as developments occur, consistent with our practice to monitor all changes in tax laws. As the
Pillar Two global minimum tax and other tax laws and related regulations are revised, enacted and
implemented, a material impact to our financial condition, results of operations, cash flows or effective tax
rate may occur.
Furthermore, we are subject to regular review and audit by both foreign and domestic tax authorities.
While we believe our tax positions will be sustained, the final outcome of tax audits and related litigation
may differ materially from the tax amounts recorded in our consolidated financial statements, which could
adversely impact our results of operations and cash flows.
RISKS SPECIFICALLY RELATED TO THE FLOATING RATE NOTES
The Secured Overnight Financing Rate (“SOFR”) has a limited history and its composition
and characteristics are not the same as the London Inter-Bank Offered Rate (“LIBOR”).
On June 22, 2017, the Alternative Reference Rates Committee (the “ARRC”) convened by the Board
of Governors of the Federal Reserve System and the Federal Reserve Bank of New York identified SOFR
as the rate that, in the consensus view of the ARRC, represented best practice for use in certain new U.S.
dollar derivatives and other financial contracts. SOFR is a broad measure of the cost of borrowing cash
overnight collateralized by U.S. Treasury securities and has been published by the Federal Reserve Bank
of New York since April 2018. The Federal Reserve Bank of New York also began publishing historical
indicative Secured Overnight Financing Rates from 2014. Investors should not rely on any historical
changes or trends in SOFR as an indicator of future changes in SOFR.
The composition and characteristics of SOFR are not the same as those of LIBOR, and SOFR is
fundamentally different from LIBOR for two key reasons. First, SOFR is a secured rate, while LIBOR,
which ceased publication in 2024, was an unsecured rate. Second, SOFR is an overnight rate, while
LIBOR was a forward-looking rate that represented interbank funding over different maturities (e.g., three
months). As a result, there can be no assurance that SOFR (including Compounded SOFR) will perform
in the same way as LIBOR would have at any time, including, without limitation, as a result of changes in
interest and yield rates in the market, market volatility or global or regional economic, financial, political,
regulatory, judicial or other events.
SOFR may be more volatile than other benchmark or market rates.
Since the initial publication of SOFR, daily changes in SOFR have, on occasion, been more volatile
than daily changes in other benchmark or market rates, such as U.S. dollar (“USD”) LIBOR before it was
discontinued. Although changes in Compounded SOFR generally are not expected to be as volatile as
changes in daily levels of SOFR, the return on and value of the floating rate notes may fluctuate more
than floating rate debt securities that are linked to less volatile rates. In addition, the volatility of SOFR has
reflected the underlying volatility of the overnight U.S. Treasury repurchase agreement (“repo”) market.
The Federal Reserve Bank of New York has at times conducted operations in the overnight U.S. Treasury
repo market in order to help maintain the federal funds rate within a target range. There can be no
assurance that the Federal Reserve Bank of New York will continue to conduct such operations in the
future, and the duration and extent of any such operations is inherently uncertain. The effect of any such
operations, or of the cessation of such operations to the extent they are commenced, is uncertain and
could be materially adverse to investors in the floating rate notes.
Any failure of SOFR to maintain market acceptance could adversely affect the floating rate
notes.
According to the ARRC, SOFR was developed for use in certain U.S. dollar derivatives and other
financial contracts as an alternative to USD LIBOR in part because it is considered a good representation
of general funding conditions in the overnight U.S. Treasury repo market. However, as a rate based on
transactions secured by U.S. Treasury securities, it does not measure bank-specific credit risk and, as a
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result, is less likely to correlate with the unsecured short-term funding costs of banks. This may mean that
market participants would not consider SOFR a suitable replacement or successor for all of the purposes
for which USD LIBOR historically had been used (including, without limitation, as a representation of the
unsecured short-term funding costs of banks), which may, in turn, lessen market acceptance of SOFR.
Any failure of SOFR to maintain market acceptance could adversely affect the return on and value of the
floating rate notes and the price at which investors can sell the floating rate notes in the secondary
market.
In addition, if SOFR does not continue to be widely used as a benchmark in securities that are similar
or comparable to the floating rate notes, the trading price of the floating rate notes may be lower than
those of securities that are linked to rates that are more widely used. Similarly, market terms for floating-
rate debt securities linked to SOFR may evolve over time, and trading prices of the floating rate notes
may be lower than those of later-issued SOFR-based debt securities as a result. Investors in the floating
rate notes may not be able to sell the floating rate notes at all or may not be able to sell the floating rate
notes at prices that will provide them with a yield comparable to similar investments that have a
developed secondary market, and may consequently suffer from increased pricing volatility and market
risk.
The interest rate on the floating rate notes is based on a Compounded SOFR rate and the
SOFR Index, both of which have a limited history in the marketplace.
For each interest period (as defined below), the interest rate on the floating rate notes is based on
Compounded SOFR, which is calculated using the SOFR Index (as defined below) published by the
Federal Reserve Bank of New York according to the specific formula described under “Description of the
Notes—Interest for the Floating Rate Notes—Compounded SOFR,” not the SOFR rate published on or in
respect of a particular date during such interest period or an arithmetic average of SOFR rates during
such period. For this and other reasons, the interest rate on the floating rate notes during any interest
period will not necessarily be the same as the interest rate on other SOFR-linked investments that use an
alternative basis to determine the applicable interest rate. Further, if the SOFR rate in respect of a
particular date during an interest period is negative, its contribution to the SOFR Index will be less than
one, resulting in a reduction to Compounded SOFR used to calculate the interest payable on the floating
rate notes on the Interest Payment Date (as defined below) for such interest period.
Limited market precedent exists for securities that use SOFR as the interest rate and the method for
calculating an interest rate based upon SOFR in those precedents varies. In addition, the Federal
Reserve Bank of New York only began publishing the SOFR Index on March 2, 2020. Accordingly, the use
of the SOFR Index or the specific formula for the Compounded SOFR rate used in the floating rate notes
may not continue to be utilized by other market participants. If the market adopts a different calculation
method, that would likely adversely affect the liquidity and market value of the floating rate notes.
Compounded SOFR with respect to a particular interest period will only be capable of
being determined near the end of the relevant interest period.
The level of Compounded SOFR applicable to a particular interest period and, therefore, the amount
of interest payable with respect to such interest period will be determined on the Interest Payment
Determination Date (as defined below) for such interest period. Because each such date is near the end
of such interest period, you will not know the amount of interest payable with respect to a particular
interest period until shortly prior to the related Interest Payment Date (as defined below) and it may be
difficult for you to reliably estimate the amount of interest that will be payable on each such Interest
Payment Date (as defined below). In addition, some investors may be unwilling or unable to trade the
floating rate notes without changes to their information technology systems, both of which could adversely
impact the liquidity and trading price of the floating rate notes.
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The SOFR Index may be modified or discontinued and the floating rate notes may bear
interest by reference to a rate other than Compounded SOFR, which could adversely affect the
value of the floating rate notes.
The SOFR Index is published by the Federal Reserve Bank of New York based on data received by it
from sources other than us, and we have no control over its methods of calculation, publication schedule,
rate revision practices or availability of the SOFR Index at any time. There can be no guarantee,
particularly given its relatively limited history, that the SOFR Index will not be discontinued or
fundamentally altered in a manner that is materially adverse to the interests of investors in the floating
rate notes. If the manner in which the SOFR Index is calculated, including the manner in which SOFR is
calculated, is changed, that change may result in a reduction in the amount of interest payable on the
floating rate notes and the trading prices of the floating rate notes. In addition, the Federal Reserve Bank
of New York may withdraw, modify or amend the published SOFR Index or SOFR data in its sole
discretion and without notice. The interest rate for any interest period will not be adjusted for any
modifications or amendments to the SOFR Index or SOFR data that the Federal Reserve Bank of New
York may publish after the interest rate for that interest period has been determined.
If we or our Designee (which may be the calculation agent, a successor calculation agent, an
independent financial advisor or any other designee of ours (any of such entities, a “Designee”)
determines that a Benchmark Transition Event (as defined below) and its related Benchmark
Replacement Date (as defined below) have occurred in respect of the SOFR Index, then the interest rate
on the floating rate notes will no longer be determined by reference to the SOFR Index, but instead will be
determined by reference to a different rate, plus a spread adjustment, which we refer to as a “Benchmark
Replacement”, as further described under the caption “Description of the Notes—Interest for the Floating
Rate Notes —Compounded SOFR.”
If a particular Benchmark Replacement (as defined below) or Benchmark Replacement Adjustment
(as defined below) cannot be determined, then the next-available Benchmark Replacement or Benchmark
Replacement Adjustment will apply. These replacement rates and adjustments may be selected,
recommended or formulated by (i) the Relevant Governmental Body (as defined below) (such as the
ARRC), (ii) the International Swaps and Derivatives Association (“ISDA”) or (iii) in certain circumstances,
us or our Designee. In addition, the terms of the floating rate notes expressly authorize us or our
Designee to make Benchmark Replacement Conforming Changes (as defined below) with respect to,
among other things, changes to the definition of “interest period”, the timing and frequency of determining
rates and making payments of interest, the rounding of amounts or tenors and other administrative
matters. The determination of a Benchmark Replacement, the calculation of the interest rate on the
floating rate notes by reference to a Benchmark Replacement (including the application of a Benchmark
Replacement Adjustment), any implementation of Benchmark Replacement Conforming Changes and
any other determinations, decisions or elections that may be made under the terms of the floating rate
notes in connection with a Benchmark Transition Event, could adversely affect the value of the floating
rate notes, the return on the floating rate notes and the price at which you can sell such floating rate
notes.
In addition, (i) the composition and characteristics of the Benchmark Replacement will not be the
same as those of Compounded SOFR, the Benchmark Replacement may not be the economic equivalent
of Compounded SOFR, there can be no assurance that the Benchmark Replacement will perform in the
same way as Compounded SOFR would have at any time and there is no guarantee that the Benchmark
Replacement will be a comparable substitute for Compounded SOFR (each of which means that a
Benchmark Transition Event could adversely affect the value of the floating rate notes, the return on the
floating rate notes and the price at which you can sell the floating rate notes), (ii) any failure of the
Benchmark Replacement to gain market acceptance could adversely affect the floating rate notes, (iii) the
Benchmark Replacement may have a very limited history and the future performance of the Benchmark
Replacement may not be predicted based on historical performance, (iv) the secondary trading market for
floating rate notes linked to the Benchmark Replacement may be limited and (v) the administrator of the
Benchmark Replacement may make changes that could change the value of the Benchmark
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Replacement or discontinue the Benchmark Replacement and has no obligation to consider your interests
in doing so.
We or our Designee will make certain determinations with respect to the floating rate
notes, which determinations may adversely affect the floating rate notes.
We or our Designee will make certain determinations with respect to the floating rate notes as further
described under the caption “Description of the Notes.” For example, if a Benchmark Transition Event and
its related Benchmark Replacement Date have occurred, we or our Designee will make certain
determinations with respect to the floating rate notes in our or our Designee’s sole discretion as further
described under the caption “Description of the Notes—Interest for the Floating Rate Notes —
Compounded SOFR.” Any determination, decision or election pursuant to the benchmark replacement
provisions not made by our Designee will be made by us. Any of these determinations may adversely
affect the value of the floating rate notes, the return on the floating rate notes and the price at which you
can sell such floating rate notes. Moreover, certain determinations may require the exercise of discretion
and the making of subjective judgments, such as with respect to Compounded SOFR or the occurrence
or non-occurrence of a Benchmark Transition Event and any Benchmark Replacement Conforming
Changes. These potentially subjective determinations may adversely affect the value of the floating rate
notes, the return on the floating rate notes and the price at which you can sell such floating rate notes. For
further information regarding these types of determinations, see “Description of the Notes—Interest for
the Floating Rate Notes—Compounded SOFR.”
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SUMMARY CONSOLIDATED FINANCIAL INFORMATION
The following summary consolidated financial information as of September 30, 2026 and for the three
month periods ended September 30, 2026 and September 30, 2025 has been derived from our unaudited
consolidated financial statements contained in our Quarterly Report on Form 10-Q for the quarter ended
September 30, 2026. The summary consolidated information as of June 30, 2026 has been derived from
our audited consolidated financial statements contained in our Annual Report on Form 10-K for the fiscal
year ended June 30, 2026. The results for the interim period ended September 30, 2026 are not
necessarily indicative of the results for the full fiscal year.
Three Months Ended September 30, | |||
2026 | 2025 | ||
(Amounts in Millions Except Per Share Amounts) | |||
NET SALES ............................................................................................................. | $23,276 | $22,386 | |
Cost of products sold ......................................................................................... | 11,678 | 10,887 | |
Selling, general and administrative expense ................................................. | 5,661 | 5,643 | |
OPERATING INCOME ........................................................................................... | 5,937 | 5,856 | |
Interest expense ................................................................................................. | (223) | (197) | |
Interest income ................................................................................................... | 102 | 108 | |
Other non-operating income, net ..................................................................... | 207 | 268 | |
EARNINGS BEFORE INCOME TAXES .............................................................. | 6,023 | 6,034 | |
Income taxes ....................................................................................................... | 1,267 | 1,253 | |
NET EARNINGS ..................................................................................................... | 4,757 | 4,781 | |
Less: Net earnings attributable to noncontrolling interests .......................... | 26 | 31 | |
NET EARNINGS ATTRIBUTABLE TO PROCTER & GAMBLE ....................... | $4,731 | $4,750 | |
NET EARNINGS PER COMMON SHARE(1) | |||
Basic ..................................................................................................................... | $2.00 | $2.00 | |
Diluted .................................................................................................................. | $1.97 | $1.95 | |
DILUTED WEIGHTED AVERAGE COMMON SHARES OUTSTANDING .... | 2,407.2 | 2,436.8 | |
__________________
(1)Basic net earnings per share and Diluted net earnings per share are calculated on Net earnings attributable to Procter &
Gamble.
As of September 30, 2026 | As of June 30, 2026 | ||
(Amounts in Millions) | |||
WORKING CAPITAL .............................................................................................. | $(12,488) | $(12,486) | |
TOTAL ASSETS ...................................................................................................... | $133,132 | $126,521 | |
LONG-TERM DEBT ............................................................................................... | $21,897 | $22,842 | |
TOTAL SHAREHOLDERS’ EQUITY .................................................................... | $55,337 | $54,311 | |
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CAPITALIZATION
The following table sets forth our and our subsidiaries’ consolidated capitalization at September 30,
2026.
September 30, 2026 | |
(In Millions of Dollars Except Per Share Amounts) | |
Debt: | |
Debt due within one year (1) .............................................................................................................. | $17,028 |
Long-term debt ................................................................................................................................... | 21,897 |
Total Debt (2) ....................................................................................................................................... | 38,925 |
Shareholders’ Equity: | |
Preferred stock ................................................................................................................................... | 747 |
Common stock, stated value $1 per share; 10,000,000,000 shares authorized, 2,317,783,143 outstanding ............................................................................................................ | 4,009 |
Additional paid-in capital ................................................................................................................... | 69,700 |
Reserve for Employee Stock Ownership Plan debt retirement ................................................... | (555) |
Accumulated other comprehensive loss ......................................................................................... | (12,652) |
Treasury stock .................................................................................................................................... | (144,173) |
Retained earnings .............................................................................................................................. | 138,021 |
Noncontrolling interest ....................................................................................................................... | 239 |
Total Shareholders’ Equity ........................................................................................................... | 55,337 |
Total Capitalization ............................................................................................................................. | $94,262 |
__________________
(1)Includes $6.5 billion equivalent to current portion of long-term debt due within one year. We maintain credit facilities in support
of our short-term commercial paper borrowings. At September 30, 2026, our credit lines with banks amounted to $8.0 billion
and were undrawn.
(2)Total debt includes $38.5 billion of The Procter & Gamble Company debt. The balance of debt is held by subsidiaries. In
addition, total debt at September 30, 2026 does not include (1) $352.2 million of notes offered hereby, (2) $4.0 billion of notes
that we expect to issue on October 30, 2026 or (3) €3.25 billion of notes that we expect to issue on November 3, 2026. The
offering of notes hereby, however, is not contingent upon the consummation of such other offerings.
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DESCRIPTION OF THE NOTES
The following description of the particular terms of the notes supplements the more general
description of the debt securities contained in the accompanying prospectus. If there are any
inconsistencies between the information in this section and the information in the prospectus, the
information in this section controls.
Investors should read this section together with the section entitled “Description of Debt Securities” in
the accompanying prospectus. Any capitalized terms that are defined in the accompanying prospectus
have the same meanings in this section unless a different definition appears in this section. We qualify
the description of the notes by reference to the indenture as described below.
General
The notes:
•will be in an aggregate initial principal amount of $352,231,000, subject to our ability to issue
additional notes which may be of the same series as the notes as described under “—Further
Issues,”
•will mature on November 2, 2076,
•will bear interest at a rate equal to Compounded SOFR less 0.45% per year,
•will be our senior debt, ranking equally with all of our other present and future unsecured and
unsubordinated indebtedness,
•will be issued as a separate series under the indenture between us and Deutsche Bank Trust
Company Americas, dated as of September 3, 2009, in registered, book-entry form only,
•will be issued in U.S. dollars in denominations of $1,000 and integral multiples of $1,000,
•will be redeemable by us prior to the stated maturity at the times and prices described herein,
•will be repayable at the option of the holders prior to the stated maturity at the times and prices
described herein,
•will be subject to defeasance and covenant defeasance, and
•will not be subject to any sinking fund.
The indenture and the notes do not limit the amount of indebtedness which may be incurred or the
amount of securities which may be issued by us or our subsidiaries, and contain no financial or similar
restrictions on us or our subsidiaries, except as described in the accompanying prospectus under the
caption “Description of Debt Securities—Restrictive Covenants.”
Interest for the Floating Rate Notes
The floating rate notes will bear interest at a per annum rate equal to the greater of (i) Compounded
SOFR less 0.45% and (ii) 0.00%. Interest on the floating rate notes will be payable quarterly on February
2, May 2, August 2 and November 2 of each year, commencing on February 2, 2027 (each, an “Interest
Payment Date”), and on the maturity date.
Interest will be payable on each Interest Payment Date to the persons in whose names the floating
rate notes are registered at the close of business on the January 15, April 15, July 15 or October 15, as
applicable, whether or not a business day, immediately preceding the respective Interest Payment Date.
However, interest that we pay on the maturity date will be payable to the person to whom the principal will
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be payable. Interest on the floating rate notes will be computed on the basis of a 360-day year and the
actual number of days in the Observation Period (as defined below).
If any Interest Payment Date falls on a day that is not a business day, as defined below, we will make
the interest payment on the next succeeding business day unless that business day is in the next
succeeding calendar month, in which case (other than in the case of a maturity date) we will make the
interest payment on the immediately preceding business day. If an interest payment is made on the next
succeeding business day, no interest will accrue as a result of the delay in payment. If the maturity date
for the floating rate notes falls on a day that is not a business day, the payment due on such date will be
postponed to the next succeeding business day, and no further interest will accrue in respect of such
postponement. When we use the term “business day,” we mean any day, other than a Saturday or a
Sunday, that is neither a legal holiday nor a day on which commercial banks are authorized or required by
law, regulation or executive order to close in The City of New York.
As further described herein, on each Interest Payment Determination Date relating to the applicable
Interest Payment Date, the calculation agent will calculate the amount of accrued interest payable on the
floating rate notes for each interest period by multiplying (i) the outstanding principal amount of the
floating rate notes by (ii) the product of (a) the interest rate for the relevant interest period multiplied by (b)
the quotient of the actual number of calendar days in such Observation Period divided by 360. In no event
will the interest on the floating rate notes be less than zero.
The term “interest period” means the period commencing on any Interest Payment Date (or, with
respect to the initial interest period only, commencing on November 2, 2026) to, but excluding, the next
succeeding Interest Payment Date, and in the case of the last such period, from and including the Interest
Payment Date immediately preceding the maturity date to but excluding the maturity date.
The term “maturity,” when used with respect to a note, means the date on which the principal of such
note or an installment of principal becomes due and payable as therein provided or as provided in the
indenture, whether at the stated maturity or by declaration of acceleration, call for redemption, repayment
or otherwise.
Secured Overnight Financing Rate and the SOFR Index
SOFR is published by the Federal Reserve Bank of New York and is intended to be a broad measure
of the cost of borrowing cash overnight collateralized by U.S. Treasury securities.
The SOFR Index is published by the Federal Reserve Bank of New York and measures the
cumulative impact of compounding SOFR on a unit of investment over time, with the initial value set to
1.00000000 on April 2, 2018, the first value date of SOFR. The SOFR Index value reflects the effect of
compounding SOFR each business day and allows the calculation of compounded SOFR averages over
custom time periods.
The Federal Reserve Bank of New York notes on its publication page for the SOFR Index that use of
the SOFR Index is subject to important limitations, indemnification obligations and disclaimers, including
that the Federal Reserve Bank of New York may alter the methods of calculation, publication schedule,
rate revision practices or availability of the SOFR Index at any time without notice. The interest rate for
any interest period will not be adjusted for any modifications or amendments to the SOFR Index or SOFR
data that the Federal Reserve Bank of New York may publish after the interest rate for that interest period
has been determined.
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Compounded SOFR
“Compounded SOFR” will be determined by the calculation agent in accordance with the following
formula (and the resulting percentage will be rounded, if necessary, to the nearest one hundred-
thousandth of a percentage point):
( | SOFR IndexEnd | – 1 | ) | x | 360 |
SOFR IndexStart | dc |
where:
“SOFR IndexStart” = For periods other than the initial interest period, the SOFR Index value on the
preceding Interest Payment Determination Date, and, for the initial interest period, the SOFR Index value
on October 29, 2026;
“SOFR IndexEnd” = The SOFR Index value on the Interest Payment Determination Date relating to the
applicable Interest Payment Date (or in the final interest period, relating to the maturity date); and
“dc” is the number of calendar days in the relevant Observation Period.
For purposes of determining Compounded SOFR,
“Interest Payment Determination Date” means the date two U.S. Government Securities Business
Days before each Interest Payment Date (or, in the final interest period, before the maturity date).
“Observation Period” means, in respect of each interest period, the period from, and including, the
date two U.S. Government Securities Business Days preceding the first date in such interest period to,
but excluding, the date two U.S. Government Securities Business Days preceding the Interest Payment
Date for such interest period (or in the final interest period, preceding the maturity date).
“SOFR Index” means, with respect to any U.S. Government Securities Business Day:
(1)the SOFR Index value as published by the SOFR Administrator (as defined below) as such index
appears on the SOFR Administrator’s Website at 3:00 p.m. (New York time) on such U.S.
Government Securities Business Day (the “SOFR Index Determination Time”); provided that:
(2)if a SOFR Index value does not so appear as specified in (1) above at the SOFR Index
Determination Time, then: (i) if a Benchmark Transition Event and its related Benchmark
Replacement Date have not occurred with respect to SOFR, then Compounded SOFR shall be
the rate determined pursuant to the “SOFR Index Unavailable Provisions” described below; or (ii)
if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred
with respect to SOFR, then Compounded SOFR shall be the rate determined pursuant to the
“Effect of a Benchmark Transition Event” provisions described below.
“SOFR” means the daily secured overnight financing rate as provided by the SOFR Administrator on
the SOFR Administrator’s Website.
“SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of
SOFR).
“SOFR Administrator’s Website” means the website of the Federal Reserve Bank of New York,
currently at http://www.newyorkfed.org, or any successor source.
“U.S. Government Securities Business Day” means any day except for a Saturday, a Sunday or a day
on which the Securities Industry and Financial Markets Association recommends that the fixed income
departments of its members be closed for the entire day for purposes of trading in U.S. government
securities.
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Notwithstanding anything to the contrary in the documentation relating to the floating rate notes, if we
or our Designee determines on or prior to the relevant Reference Time that a Benchmark Transition Event
and its related Benchmark Replacement Date (each as defined below) have occurred with respect to
determining Compounded SOFR, then the benchmark replacement provisions set forth below under
“Effect of Benchmark Transition Event” will thereafter apply to all determinations of the rate of interest
payable on the floating rate notes.
For the avoidance of doubt, in accordance with the benchmark replacement provisions, after a
Benchmark Transition Event and its related Benchmark Replacement Date have occurred, the interest
rate for each interest period on the floating rate notes will be an annual rate equal to the sum of the
Benchmark Replacement (as defined below) and the applicable margin.
SOFR Index Unavailable Provisions
If a SOFR IndexStart or SOFR IndexEnd is not published on the associated Interest Payment
Determination Date and a Benchmark Transition Event and its related Benchmark Replacement Date
have not occurred with respect to SOFR, “Compounded SOFR” means, for the applicable interest period
for which such index is not available, the rate of return on a daily compounded interest investment
calculated in accordance with the formula for SOFR Averages, and definitions required for such formula,
published on the SOFR Administrator’s Website at https://www.newyorkfed.org/markets/treasury-repo-
reference-rates-information. For the purposes of this provision, references in the SOFR Averages
compounding formula and related definitions to “calculation period” shall be replaced with “Observation
Period” and the words “that is, 30-, 90-, or 180- calendar days” shall be removed. If SOFR does not so
appear for any day “i” in the Observation Period, SOFRi for such day “i” shall be SOFR published in
respect of the first preceding U.S. Government Securities Business Day for which SOFR was published
on the SOFR Administrator’s Website.
Effect of Benchmark Transition Event
(1)Benchmark Replacement. If we or our Designee determines that a Benchmark Transition Event
and its related Benchmark Replacement Date have occurred prior to the Reference Time (as
defined below) in respect of any determination of the Benchmark on any date, the Benchmark
Replacement will replace the then-current Benchmark for all purposes relating to the floating rate
notes in respect of such determination on such date and all determinations on all subsequent
dates.
(2)Benchmark Replacement Conforming Changes. In connection with the implementation of a
Benchmark Replacement, we or our Designee will have the right to make Benchmark
Replacement Conforming Changes from time to time.
(3)Decisions and Determinations. Any determination, decision or election that may be made by us or
our Designee pursuant to the benchmark replacement provisions described herein, including any
determination with respect to tenor, rate or adjustment or of the occurrence or non-occurrence of
an event, circumstance or date and any decision to take or refrain from taking any action or any
selection:
•will be conclusive and binding absent manifest error;
•if made by us, will be made in our sole discretion;
•if made by our Designee, will be made after consultation with us, and such Designee will not
make any such determination, decision or election to which we object; and
•notwithstanding anything to the contrary in this prospectus supplement and the
accompanying prospectus, shall become effective without consent from the holders of the
floating rate notes or any other party.
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Any determination, decision or election pursuant to the benchmark replacement provisions shall be
made by us or our Designee (which may be our affiliate) on the basis as described above. The calculation
agent shall have no liability for not making any such determination, decision or election.
Certain Defined Terms
As used herein:
“Benchmark” means, initially, Compounded SOFR, as such term is defined above; provided that if a
Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to
Compounded SOFR (or the published SOFR Index used in the calculation thereof) or the then-current
Benchmark, then “Benchmark” means the applicable Benchmark Replacement.
“Benchmark Replacement” means the Interpolated Benchmark (as defined below) with respect to the
then-current Benchmark, plus the Benchmark Replacement Adjustment for such Benchmark; provided,
that if we or our Designee cannot determine the Interpolated Benchmark as of the Benchmark
Replacement Date, then “Benchmark Replacement” means the first alternative set forth in the order below
that can be determined by us or our Designee as of the Benchmark Replacement Date:
a)the sum of: (a) the alternate rate of interest that has been selected or recommended by the
Relevant Governmental Body as the replacement for the then-current Benchmark for the
applicable Corresponding Tenor and (b) the Benchmark Replacement Adjustment;
b)the sum of: (a) the ISDA Fallback Rate and (b) the Benchmark Replacement Adjustment; or
c)the sum of: (a) the alternate rate of interest that has been selected by us or our Designee as the
replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due
consideration to any industry-accepted rate of interest as a replacement for the then-current
Benchmark for U.S. dollar denominated floating rate notes at such time and (b) the Benchmark
Replacement Adjustment.
“Benchmark Replacement Adjustment” means the first alternative set forth in the order below that can
be determined by us or our Designee as of the Benchmark Replacement Date:
a)the spread adjustment (which may be a positive or negative value or zero), or method for
calculating or determining such spread adjustment, that has been selected or recommended by
the Relevant Governmental Body for the applicable Unadjusted Benchmark Replacement;
b)if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate,
the ISDA Fallback Adjustment; or
c)the spread adjustment (which may be a positive or negative value or zero) that has been selected
by us or our Designee giving due consideration to any industry-accepted spread adjustment, or
method for calculating or determining such spread adjustment, for the replacement of the then-
current Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar
denominated floating rate notes at such time.
The Benchmark Replacement Adjustment shall not include the margin specified in this prospectus
supplement, and such margin shall be applied to the Benchmark Replacement to determine the interest
payable on the notes.
“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark
Replacement, any technical, administrative or operational changes (including changes to the definition or
interpretation of “interest period”, timing and frequency of determining rates and making payments of
interest, rounding of amounts or tenor, and other administrative matters) that we or our Designee decides
may be appropriate to reflect the adoption of such Benchmark Replacement in a manner substantially
consistent with market practice (or, if we or our Designee decides that adoption of any portion of such
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market practice is not administratively feasible or if we or our Designee determines that no market
practice for use of the Benchmark Replacement exists, in such other manner as we or our Designee
determines is reasonably practicable).
“Benchmark Replacement Date” means the earliest to occur of the following events with respect to
the then-current Benchmark (including any daily published component used in the calculation thereof):
a)in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a)
the date of the public statement or publication of information referenced therein and (b) the date
on which the administrator of the Benchmark permanently or indefinitely ceases to provide the
Benchmark (or such component); or
b)in the case of clause (3) of the definition of “Benchmark Transition Event,” the date of the public
statement or publication of information referenced therein.
For the avoidance of doubt, if the event giving rise to the Benchmark Replacement Date occurs on
the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark
Replacement Date will be deemed to have occurred prior to the Reference Time for such determination.
“Benchmark Transition Event” means the occurrence of one or more of the following events with
respect to the then-current Benchmark (including the daily published component used in the calculation
thereof):
a)a public statement or publication of information by or on behalf of the administrator of the
Benchmark (or such component) announcing that such administrator has ceased or will cease to
provide the Benchmark (or such component), permanently or indefinitely, provided that, at the
time of such statement or publication, there is no successor administrator that will continue to
provide the Benchmark (or such component);
b)a public statement or publication of information by the regulatory supervisor for the administrator
of the Benchmark (or such component), the central bank for the currency of the Benchmark (or
such component), an insolvency official with jurisdiction over the administrator for the Benchmark
(or such component), a resolution authority with jurisdiction over the administrator for the
Benchmark (or such component) or a court or an entity with similar insolvency or resolution
authority over the administrator for the Benchmark (or such component), which states that the
administrator of the Benchmark (or such component) has ceased or will cease to provide the
Benchmark (or such component) permanently or indefinitely, provided that, at the time of such
statement or publication, there is no successor administrator that will continue to provide the
Benchmark (or such component); or
c)a public statement or publication of information by the regulatory supervisor for the administrator
of the Benchmark announcing that the Benchmark is no longer representative.
“Corresponding Tenor” with respect to a Benchmark Replacement means a tenor (including overnight)
having approximately the same length (disregarding business day adjustment) as the applicable tenor for
the then-current Benchmark.
“Interpolated Benchmark” with respect to the Benchmark means the rate determined for the
Corresponding Tenor by interpolating on a linear basis between: (1) the Benchmark for the longest period
(for which the Benchmark is available) that is shorter than the Corresponding Tenor and (2) the
Benchmark for the shortest period (for which the Benchmark is available) that is longer than the
Corresponding Tenor.
“ISDA Definitions” means the 2006 ISDA Definitions published by the International Swaps and
Derivatives Association, Inc. or any successor thereto, as amended or supplemented from time to time, or
any successor definitional booklet for interest rate derivatives published from time to time.
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“ISDA Fallback Adjustment” means the spread adjustment (which may be a positive or negative value
or zero) that would apply for derivatives transactions referencing the ISDA Definitions to be determined
upon the occurrence of an index cessation event with respect to the Benchmark for the applicable tenor.
“ISDA Fallback Rate” means the rate that would apply for derivatives transactions referencing the
ISDA Definitions to be effective upon the occurrence of an index cessation date with respect to the
Benchmark for the applicable tenor excluding the applicable ISDA Fallback Adjustment.
“Reference Time” with respect to any determination of the Benchmark means (1) if the Benchmark is
Compounded SOFR, the SOFR Index Determination Time, as such time is defined above, and (2) if the
Benchmark is not Compounded SOFR, the time determined by us or our Designee in accordance with the
Benchmark Replacement Conforming Changes.
“Relevant Governmental Body” means the Federal Reserve Board and/or the Federal Reserve Bank
of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the
Federal Reserve Bank of New York or any successor thereto.
“Unadjusted Benchmark Replacement” means the Benchmark Replacement excluding the
Benchmark Replacement Adjustment.
Deutsche Bank Trust Company Americas, or its successor appointed by us, will act as calculation
agent. All determinations made by the calculation agent shall, in the absence of manifest error, be
conclusive for all purposes and binding on us and the holders of the floating rate notes. So long as
Compounded SOFR is required to be determined with respect to the floating rate notes, there will at all
times be a calculation agent. In the event that any then acting calculation agent shall be unable or
unwilling to act, or that such calculation agent shall fail duly to establish Compounded SOFR for any
interest period, or we propose to remove such calculation agent, we shall appoint another calculation
agent.
None of the trustee, the paying agent and the calculation agent shall be under any obligation (i) to
monitor, determine or verify the unavailability or cessation of SOFR or the SOFR Index, or whether or
when there has occurred, or to give notice to any other transaction party of the occurrence of, any
Benchmark Transition Event or related Benchmark Replacement Date, (ii) to select, determine or
designate any Benchmark Replacement, or other successor or replacement benchmark index, or whether
any conditions to the designation of such a rate or index have been satisfied, or (iii) to select, determine
or designate any Benchmark Replacement Adjustment, or other modifier to any replacement or successor
index, or (iv) to determine whether or what Benchmark Replacement Conforming Changes are necessary
or advisable, if any, in connection with any of the foregoing.
None of the trustee, the paying agent and the calculation agent shall be liable for any inability, failure
or delay on its part to perform any of its duties set forth in this prospectus supplement as a result of the
unavailability of SOFR, the SOFR Index or other applicable Benchmark Replacement, including as a
result of any failure, inability, delay, error or inaccuracy on the part of any other transaction party in
providing any direction, instruction, notice or information required or contemplated by the terms of this
prospectus supplement and reasonably required for the performance of such duties.
Optional Redemption
The notes may be redeemed at any time, at our option, in whole or in part, in amounts of $1,000 or
any multiple of $1,000, at the following redemption prices (in each case expressed as a percentage of the
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principal amount), if redeemed during the 12-month period beginning on November 2 of any of the
following years:
Year | Redemption Price | |
2056 .................................................................................................................................................... | 105.00% | |
2057 .................................................................................................................................................... | 104.50% | |
2058 .................................................................................................................................................... | 104.00% | |
2059 .................................................................................................................................................... | 103.50% | |
2060 .................................................................................................................................................... | 103.00% | |
2061 .................................................................................................................................................... | 102.50% | |
2062 .................................................................................................................................................... | 102.00% | |
2063 .................................................................................................................................................... | 101.50% | |
2064 .................................................................................................................................................... | 101.00% | |
2065 .................................................................................................................................................... | 100.50% | |
2066 .................................................................................................................................................... | 100.00% |
and thereafter at 100% of the principal amount, in each case, together with any accrued and unpaid
interest to the redemption date (subject to the right of holders of record on relevant record dates to
receive interest due on an Interest Payment Date).
We must mail notice of any redemption at least 30 days but not more than 60 days before the
redemption date to each holder of the notes to be redeemed. Unless we default in the payment of the
redemption price, on and after the redemption date, interest will cease to accrue on the notes or portions
of the notes called for redemption.
In the event of any redemption of less than all the outstanding notes, the particular notes (or portions
of notes in multiples of $1,000) to be redeemed shall be selected by the trustee by lot on a pro rata basis
or by any other equitable method as the trustee may decide.
Repayment at Option of Holder
The notes will be repayable at the option of the holder of the notes, in whole or in part, on the
repayment dates and at the repayment prices (in each case expressed as a percentage of the principal
amount) set forth in the following table:
Date | Repayment Price | |
November 2, 2027 ............................................................................................................................ | 98.00% | |
November 2, 2028 ............................................................................................................................ | 98.00% | |
November 2, 2029 ............................................................................................................................ | 98.00% | |
November 2, 2030 ............................................................................................................................ | 98.00% | |
November 2, 2031 ............................................................................................................................ | 98.00% | |
November 2, 2032 ............................................................................................................................ | 99.00% | |
November 2, 2033 ............................................................................................................................ | 99.00% | |
November 2, 2034 ............................................................................................................................ | 99.00% | |
November 2, 2035 ............................................................................................................................ | 99.00% | |
November 2, 2036 ............................................................................................................................ | 99.00% | |
November 2, 2037 ............................................................................................................................ | 100.00% |
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and on November 2 of every third year thereafter at 100% of the principal amount, through and
including November 2, 2076, in each case, together with any accrued and unpaid interest to the
repayment date (subject to the rights of holders of record on relevant record dates to receive interest due
on an Interest Payment Date).
In order for a note to be repaid, at least 30 but not more than 60 calendar days before the optional
repayment date:
(1)for notes in definitive form, the paying agent must receive (i) the note with the form entitled
“Option to Elect Repayment” on the reverse of the note duly completed or (ii) a telegram,
facsimile transmission or a letter from a member of a national securities exchange or a member
of the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company in the
United States which must set forth:
•the name of the holder of the note;
•the principal amount of the note;
•the principal amount of the note to be repaid;
•the certificate number or a description of the tenor and terms of the note;
•a statement that the option to elect repayment is being exercised; and
•a guarantee that the note is to be repaid.
These items, together with the duly completed form entitled “Option to Elect Repayment” on the
reverse of the note, must be received by the Paying Agent not later than the fifth business day after the
date of that telegram, facsimile transmission or letter; and
(2)for notes in book-entry form, notes may be tendered for optional repayment electronically in
accordance with DTC’s (as defined herein) processes and procedures.
The repayment option may be exercised by the holder of a note for less than the entire principal
amount of the note but, in that event, the principal amount of the note remaining outstanding after
repayment must be in an authorized denomination. Exercise of the repayment by the holder of a note
shall be irrevocable.
Conditional Right to Shorten Maturity
We intend to deduct interest paid on the notes for United States Federal income tax purposes.
However, there have been proposed tax law changes in the past that, among other things, would have
prohibited an issuer from deducting interest payments on debt instruments with a maturity of more than
40 years. While none of these proposals has become law, we cannot assure you that similar legislation
affecting our ability to deduct interest paid on the notes will not be enacted in the future or that any such
legislation would not have a retroactive effective date. As a result, we cannot assure you that a tax event
(as defined below) will not occur.
If a tax event occurs, we will have the right to shorten the maturity of the notes, without the consent of
the holders of the notes, to the minimum extent required, in the opinion of nationally recognized
independent tax counsel, so that, after shortening the maturity, interest paid on the notes will be
deductible for United States Federal income tax purposes or, if that counsel cannot opine definitively as to
such a minimum period, the minimum extent so required to maintain our interest deduction to the extent
deductible under current law as determined in good faith by our board of directors, after receipt of an
opinion of that counsel regarding the applicable legal standards. In that case, the amount payable on
those notes on that new maturity date will be equal to 100% of the principal amount of those notes plus
interest accrued on those notes to the date those notes mature on that new maturity date. We cannot
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assure you that we would not exercise our right to shorten the maturity of those notes if a tax event
occurs or as to the period that the maturity would be shortened. If we elect to exercise our right to
shorten the maturity of the notes when a tax event occurs, we will mail a notice to each holder of notes by
first-class mail not more than 60 days after the occurrence of the tax event, stating the new maturity date
of the notes. This notice shall be effective immediately upon mailing.
We believe that the notes should constitute indebtedness for United Stated Federal income tax
purposes under current law and, in that case, an exercise of our right to shorten the maturity of the notes
should not be a taxable event to holders for those purposes. Prospective investors should be aware,
however, that our exercise of our right to shorten the maturity of the notes will be a taxable event to
holders for United States Federal income tax purposes if the notes are treated as equity for United States
Federal income tax purposes before the maturity is shortened, assuming that the notes of shortened
maturity are treated as debt for those purposes.
“Tax event” means that we shall have received an opinion of nationally recognized independent tax
counsel to the effect that, as a result of:
•any amendment to, clarification of, or change (including any announced prospective amendment,
clarification or change) in any law, or any regulation thereunder, of the United States;
•any judicial decision, official administrative pronouncement, ruling, regulatory procedure,
regulation, notice or announcement, including any notice or announcement of intent to adopt or
promulgate any ruling, regulatory procedure or regulation (any of the foregoing, an “administrative
or judicial action”); or
•any amendment to, clarification of, or change in any official position with respect to, or any
interpretation of, an administrative or judicial action or a law or regulation of the United States that
differs from the previously generally accepted position or interpretation,
in each case, occurring on or after November 2, 2026, there is more than an insubstantial increase in
the risk that interest paid by us on the notes is not, or will not be, deductible, in whole or in part, by us for
United States Federal income tax purposes.
Notes Used as Qualified Replacement Property
Prospective investors seeking to treat the notes as “qualified replacement property” for purposes of
section 1042 of the Internal Revenue Code of 1986, as amended (the “Code”), should be aware that
section 1042 requires the issuer to meet certain requirements in order for the notes to constitute qualified
replacement property. In general, qualified replacement property is a security issued by a domestic
corporation that did not, for the taxable year preceding the taxable year in which such security was
purchased, have “passive investment income” in excess of 25 percent of the gross receipts of such
corporation for such preceding taxable year (the “Passive Income Test”). For purposes of the Passive
Income Test, where the issuing corporation is in control of one or more corporations, all such corporations
are treated as one corporation (the “Affiliated Group”) for the purposes of computing the amount of
passive investment income for purposes of section 1042.
We believe that less than 25 percent of our Affiliated Group’s gross receipts is passive investment
income for the taxable year ended June 30, 2026. In making this determination, we have made certain
assumptions and used procedures which we believe are reasonable. We cannot give any assurance as
to whether we will continue to meet the Passive Income Test. It is, in addition, possible that the Internal
Revenue Service may disagree with the manner in which we have calculated our Affiliated Group’s gross
receipts (including the characterization of those gross receipts) and passive investment income and the
conclusions reached in this discussion. Prospective purchasers of the notes should consult with their own
tax advisors with respect to these and other tax matters relating to the notes.
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Foreign Account Tax Compliance Act
The Foreign Account Tax Compliance Act and related Treasury guidance (commonly referred to as
‘‘FATCA’’) impose U.S. federal withholding tax at a rate of 30% on payments to certain foreign entities of
(i) U.S.-source interest (including interest paid on the notes) and (ii) the gross proceeds from the sale or
other disposition of an obligation that produces U.S.-source interest (including the sale or other
disposition of the notes). This withholding tax applies to a foreign entity, whether acting as a beneficial
owner or an intermediary, unless such foreign entity complies with (i) certain information reporting
requirements regarding its United States account holders and its United States owners and (ii) certain
withholding obligations regarding certain payments to its account holders and certain other persons.
Accordingly, the entity through which a beneficial owner holds its notes will affect the determination of
whether such withholding is required. Under proposed Treasury regulations that may be relied upon
pending finalization, the withholding tax on gross proceeds would be eliminated and, consequently,
FATCA withholding on gross proceeds is not currently expected to apply. Future Treasury regulations or
other guidance may modify these requirements. We will not pay any additional amounts in respect of any
amounts withheld under FATCA. Beneficial owners that hold their interests in a note through a foreign
entity or intermediary are encouraged to consult their tax advisors regarding FATCA.
Further Issues
We may from time to time, without notice to or the consent of the registered holders of notes, create
and issue further notes ranking equally with the notes in all respects. Such further notes may be
consolidated and form a single series with the notes and have the same terms as to status, redemption or
otherwise as the notes (other than the issue date of such further notes and first payment of interest
following the issue date of such further notes).
Book-Entry System
We have obtained the information in this section concerning The Depository Trust Company (“DTC”)
and its book-entry system and procedures from sources that we believe to be reliable. We take no
responsibility for an accurate portrayal of this information. In addition, the description of the clearing
system in this section reflects our understanding of the rules and procedures of DTC as they are currently
in effect. DTC could change its rules and procedures at any time.
The notes will initially be represented by one or more fully registered global notes. Each such global
note will be deposited with, or on behalf of, DTC or any successor thereto and registered in the name of
Cede & Co. (DTC’s nominee). You may hold your interests in the global notes in the United States
through DTC, either as a participant in that system or indirectly through organizations which are
participants in that system.
So long as DTC or its nominee is the registered owner of the global securities representing the notes,
DTC or such nominee will be considered the sole owner and holder of the notes for all purposes of the
notes and the indenture. Except as provided below, owners of beneficial interests in the notes will not be
entitled to have the notes registered in their names, will not receive or be entitled to receive physical
delivery of the notes in definitive form and will not be considered the owners or holders of the notes under
the indenture, including for purposes of receiving any reports delivered by us or the trustee pursuant to
the indenture. Accordingly, each person owning a beneficial interest in a note must rely on the
procedures of DTC or its nominee and, if such person is not a participant, on the procedures of the
participant through which such person owns its interest, in order to exercise any rights of a holder of
notes.
Unless and until we issue the notes in fully certificated, registered form under the limited
circumstances described below under the heading “Book-Entry System – Certificated Notes”:
•you will not be entitled to receive a certificate representing your interest in the notes;
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•all references in this prospectus supplement or in the accompanying prospectus to actions by
holders will refer to actions taken by DTC upon instructions from its direct participants; and
•all references in this prospectus supplement or the accompanying prospectus to payments and
notices to holders will refer to payments and notices to DTC or Cede & Co., as the registered
holder of the notes, for distribution to you in accordance with DTC procedures.
The Depository Trust Company
DTC will act as securities depositary for the notes. The notes will be issued as fully registered notes
registered in the name of Cede & Co. DTC has advised us as follows: DTC is
•a limited-purpose trust company organized under the New York Banking Law;
•a “banking organization” under the New York Banking Law;
•a member of the Federal Reserve System;
•a “clearing corporation” under the New York Uniform Commercial Code; and
•a “clearing agency” registered under the provisions of Section 17A of the Securities Exchange Act
of 1934.
DTC holds securities that its direct participants deposit with DTC. DTC facilitates the settlement
among direct participants of securities transactions, such as transfers and pledges, in deposited securities
through electronic computerized book-entry changes in direct participants’ accounts, thereby eliminating
the need for physical movement of securities certificates.
Direct participants of DTC include securities brokers and dealers (including the underwriters), banks,
trust companies, clearing corporations, and certain other organizations. DTC is owned by a number of its
direct participants. Indirect participants of DTC, such as securities brokers and dealers, banks and trust
companies, can also access the DTC system if they maintain a custodial relationship with a direct
participant.
If you are not a direct participant or an indirect participant and you wish to purchase, sell or otherwise
transfer ownership of, or other interests in, notes, you must do so through a direct participant or an
indirect participant. DTC agrees with and represents to DTC participants that it will administer its book-
entry system in accordance with its rules and by-laws and requirements of law. The Securities and
Exchange Commission has on file a set of the rules applicable to DTC and its direct participants.
Purchases of notes under DTC’s system must be made by or through direct participants, which will
receive a credit for the notes on DTC’s records. The ownership interest of each beneficial owner is in turn
to be recorded on the records of direct participants and indirect participants. Beneficial owners will not
receive written confirmation from DTC of their purchase, but beneficial owners are expected to receive
written confirmations providing details of the transaction, as well as periodic statements of their holdings,
from the direct participants or indirect participants through which such beneficial owners entered into the
transaction. Transfers of ownership interests in the notes are to be accomplished by entries made on the
books of participants acting on behalf of beneficial owners. Beneficial owners will not receive certificates
representing their ownership interests in notes, except as provided below in “Book-Entry System –
Certificated Notes.”
To facilitate subsequent transfers, all notes deposited with DTC are registered in the name of DTC’s
nominee, Cede & Co. The deposit of notes with DTC and their registration in the name of Cede & Co.
effect no change in beneficial ownership. DTC has no knowledge of the actual beneficial owners of the
notes. DTC’s records reflect only the identity of the direct participants to whose accounts such notes are
credited, which may or may not be the beneficial owners. The participants will remain responsible for
keeping account of their holdings on behalf of their customers.
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Conveyance of notices and other communications by DTC to direct participants, by direct participants
to indirect participants and by direct participants and indirect participants to beneficial owners will be
governed by arrangements among them, subject to any statutory or regulatory requirements as may be in
effect from time to time.
Book-Entry Format
Under the book-entry format, the trustee will pay interest or principal payments to Cede & Co., as
nominee of DTC. DTC will forward the payment to the direct participants, who will then forward the
payment to the indirect participants or to you as the beneficial owner. You may experience some delay in
receiving your payments under this system. Neither we, the trustee under the indenture nor any paying
agent have any direct responsibility or liability for the payment of principal or interest on the notes to
owners of beneficial interests in the notes.
DTC is required to make book-entry transfers on behalf of its direct participants and is required to
receive and transmit payments of principal, premium, if any, and interest on the notes. Any direct
participant or indirect participant with which you have an account is similarly required to make book-entry
transfers and to receive and transmit payments with respect to the notes on your behalf. We and the
trustee under the indenture have no responsibility for any aspect of the actions of DTC or any of its direct
or indirect participants. In addition, we and the trustee under the indenture have no responsibility or
liability for any aspect of the records kept by DTC or any of its direct or indirect participants relating to or
payments made on account of beneficial ownership interests in the notes or for maintaining, supervising
or reviewing any records relating to such beneficial ownership interests. We also do not supervise these
systems in any way.
The trustee will not recognize you as a holder under the indenture, and you can only exercise the
rights of a holder indirectly through DTC and its direct participants. DTC has advised us that it will only
take action regarding a note if one or more of the direct participants to whom the note is credited directs
DTC to take such action and only in respect of the portion of the aggregate principal amount of the notes
as to which that participant or participants has or have given that direction. DTC can only act on behalf of
its direct participants. Your ability to pledge notes to non-direct participants, and to take other actions,
may be limited because you will not possess a physical certificate that represents your notes.
Neither DTC nor Cede & Co. (nor such other DTC nominee) will consent or vote with respect to the
notes unless authorized by a direct participant in accordance with DTC’s procedures. Under its usual
procedures, DTC will mail an omnibus proxy to us as soon as possible after the record date. The
omnibus proxy assigns Cede & Co.’s consenting or voting rights to those direct participants to whose
accounts the notes are credited on the record date (identified in a listing attached to the omnibus proxy).
Same-Day Settlement and Payment
The underwriters will settle the notes in immediately available funds. We will make principal and
interest payments on the notes in immediately available funds or the equivalent.
Secondary market trading between DTC direct participants will occur in accordance with DTC rules
and will be settled in immediately available funds using DTC’s Same-Day Funds Settlement System. No
assurance can be given as to the effect, if any, of settlement in immediately available funds on trading
activity (if any) in the notes.
Certificated Notes
Unless and until they are exchanged, in whole or in part, for notes in definitive form in accordance
with the terms of the notes, the notes may not be transferred except (1) as a whole by DTC to a nominee
of DTC or (2) by a nominee of DTC to DTC or another nominee of DTC or (3) by DTC or any such
nominee to a successor of DTC or a nominee of such successor.
S-30
We will issue notes to you or your nominees, in fully certificated registered form, rather than to DTC or
its nominees, only if:
•we advise the trustee in writing that DTC is no longer willing or able to discharge its
responsibilities properly or that DTC is no longer a registered clearing agency under the
Securities Exchange Act of 1934, and we are unable to locate a qualified successor within 90
days;
•an event of default has occurred and is continuing under the indenture; or
•we, at our option, elect to terminate the book-entry system through DTC pursuant to DTC
procedures.
If any of the three above events occurs, DTC is required to notify all direct participants that notes in
fully certificated registered form are available through DTC. DTC will then surrender the global note
representing the notes along with instructions for re-registration. The trustee will re-issue the notes in
fully certificated registered form and will recognize the registered holders of the certificated notes as
holders under the indenture.
Unless and until we issue the notes in fully certificated, registered form, (1) you will not be entitled to
receive a certificate representing your interest in the notes; (2) all references in this prospectus
supplement or in the accompanying prospectus to actions by holders will refer to actions taken by the
depositary upon instructions from their direct participants; and (3) all references in this prospectus
supplement or the accompanying prospectus to payments and notices to holders will refer to payments
and notices to the depositary, as the registered holder of the notes, for distribution to you in accordance
with its policies and procedures.
Notices
The trustee will mail notices by first class mail, postage prepaid, to each registered holder’s last
known address as it appears in the security register that the trustee maintains. The trustee will only mail
these notices to the registered holder of the notes, unless we reissue the notes to you or your nominees
in fully certificated form.
Governing Law
The indenture and the notes for all purposes shall be governed by and construed in accordance with
the laws of the State of New York.
S-31
UNDERWRITING
We and the underwriters for the offering named below have entered into an underwriting agreement
and pricing agreement with respect to the notes. Subject to certain conditions, each underwriter has
severally agreed to purchase the principal amount of notes indicated in the following table.
Underwriters | Principal Amount | |
J.P. Morgan Securities LLC ........................................................................................................... | $9,440,000 | |
Morgan Stanley & Co. LLC ............................................................................................................ | 104,427,000 | |
RBC Capital Markets, LLC ............................................................................................................. | 128,364,000 | |
UBS Securities LLC ........................................................................................................................ | 110,000,000 | |
Total .............................................................................................................................................. | $352,231,000 |
The underwriters are committed to take and pay for all of the notes being offered, if any are taken.
Notes sold by the underwriters to the public will initially be offered at the initial public offering price set
forth on the cover of this prospectus supplement. Any notes sold by the underwriters to securities dealers
may be sold at a discount from the initial public offering price of up to 0.750% of the principal amount. Any
such securities dealers may resell any notes purchased from the underwriters to certain other brokers or
dealers at a discount from the initial public offering price of up to 0.650% of the principal amount. If all the
notes are not sold at the initial offering price, the underwriters may change the offering price and the other
selling terms of the notes. The offering of the notes by the underwriters is subject to receipt and
acceptance and subject to the underwriters’ right to reject any order in whole or in part.
The notes are a new issue of securities with no established trading market. The notes will not be
listed on any securities exchange or on any automated dealer quotation system. We have been advised
by the underwriters that the underwriters may make a market in the notes after completion of the offering
but are not obligated to do so and may discontinue market making at any time without notice. No
assurance can be given as to the liquidity of the trading market for the notes. If an active public trading
market for the notes does not develop, the market price and liquidity of the notes may be adversely
affected.
In connection with the offering, the underwriters may purchase and sell notes in the open market.
These transactions may include short sales, stabilizing transactions and purchases to cover positions
created by short sales. Short sales involve the sale by the underwriters of a greater number of notes than
they are required to purchase in the offering. Stabilizing transactions consist of certain bids or purchases
made for the purpose of preventing or retarding a decline in the market price of the notes while the
offering is in progress.
The underwriters also may impose a penalty bid. This occurs when a particular underwriter repays to
the underwriters a portion of the underwriting discount received by it because the representatives have
repurchased notes sold by or for the account of such underwriter in stabilizing or short covering
transactions.
These activities by the underwriters in the foregoing three paragraphs may stabilize, maintain or
otherwise affect the market price of the notes. As a result, the price of the notes may be higher than the
price that otherwise might exist in the open market. If these activities are commenced, they may be
discontinued by the underwriters at any time. These transactions may be effected in the over-the-counter
market or otherwise.
Each underwriter has agreed that it will not offer, sell or deliver any of the notes in any jurisdiction
outside the United States.
S-32
We expect to deliver the notes offered hereby against payment for the notes on or about the date
specified in the last paragraph of the cover page of this prospectus supplement, which will be 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 one business
day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to
trade the notes on any date prior to the business day 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.
We estimate that our share of the total expenses of the offering, excluding underwriting discounts and
commissions, will be approximately $85,000.
We have agreed to indemnify the several underwriters against certain liabilities, including liabilities
under the Securities Act of 1933.
Certain of the underwriters and their respective affiliates have, from time to time, performed, and may
in the future perform, various financial advisory, commercial banking and investment banking services for
us and our affiliates, for which they received or will receive customary fees and expenses.
In addition, in the ordinary course of their business activities, the underwriters and their respective
affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or
related derivative securities) and financial instruments (including bank loans) for their own account and for
the accounts of their customers. Such investments and securities activities may involve securities and/or
instruments of ours or our affiliates. Certain of the underwriters or their respective affiliates that have a
lending relationship with us may hedge their credit exposure to us consistent with their customary risk
management policies, including by entering into transactions which consist of either the purchase of credit
default swaps or the creation of short positions in our securities, including potentially the notes offered
hereby. Any such credit default swaps or short positions could adversely affect future trading prices of the
notes offered hereby. The underwriters and their respective affiliates may also make investment
recommendations and/or publish or express independent research views in respect of our securities or
instruments and may at any time hold, or recommend to clients that they acquire, long and/or short
positions in our securities and instruments.
S-33
VALIDITY OF THE NOTES
The validity of the notes will be passed upon for us by Travonte Warren, Director and Assistant
General Counsel of The Procter & Gamble Company, and with respect to matters of New York law, Fried,
Frank, Harris, Shriver & Jacobson LLP, New York, New York. Certain legal matters in connection with the
offering will be passed upon for the underwriters by Fried, Frank, Harris, Shriver & Jacobson LLP, New
York, New York. Mr. Warren may rely as to matters of New York law upon the opinion of Fried, Frank,
Harris, Shriver & Jacobson LLP. Mr. Warren is an owner of shares of our common stock. Fried, Frank,
Harris, Shriver & Jacobson LLP performs legal services for us and our subsidiaries from time to time.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The Securities and Exchange Commission (the “SEC”) allows us to “incorporate by reference” into
this document the information we file with the SEC. This means that we can disclose important
information by referring you to those documents. Any information referred to in this way is considered part
of this prospectus supplement and accompanying prospectus from the date we file that document. The
information incorporated by reference is an important part of this prospectus supplement and
accompanying prospectus and information that we file later with the SEC will automatically update and
supersede this information. The following documents filed by the Company (File No. 1-434) with the SEC
pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated
herein by reference:
•The Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2026 (including
the portions of the Company’s Proxy Statement on Schedule 14A filed on August 28, 2026 that
are incorporated by reference therein);
•The Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30,
2026; and
•The Company’s Current Reports on Form 8-K filed on July 29, 2026 (Item 5.02 only; SEC
Accession No. 0000080424-26-000094) and October 16, 2026.
All reports and other documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d)
of the Exchange Act subsequent to the date of this prospectus supplement and prior to selling all of the
securities offered by this prospectus supplement and the accompanying prospectus, but excluding any
information furnished to, rather than filed with, the SEC, shall be incorporated by reference herein and
shall be deemed to be a part of this prospectus supplement and the accompanying prospectus from the
dates of filing of such reports and documents.
WHERE YOU CAN FIND MORE INFORMATION
The Company will provide without charge to each person to whom a copy of this prospectus
supplement and the accompanying prospectus is delivered, upon the oral or written request of such
person, a copy of any or all of the documents which are incorporated by reference in this prospectus
supplement and accompanying prospectus, other than exhibits to such documents (unless such exhibits
are specifically incorporated by reference into such documents). Requests should be directed to:
The Procter & Gamble Company
Attn: Investor Relations
One Procter & Gamble Plaza
Cincinnati, Ohio 45202
Telephone: (513) 983-2414
The Company files annual, quarterly and current reports, proxy statements and other information with
the SEC. You may read and copy any document the Company has filed or will file with the SEC from the
SEC’s public website at www.sec.gov.
S-34
You may also get a copy of these reports from our website at www.pg.com. Please note, however,
that we have not incorporated any other information by reference from our website, other than the
documents listed above.
We have filed with the SEC a registration statement on Form S-3 with respect to the securities that
we are offering through this prospectus supplement and the accompanying prospectus. This registration
statement, together with all amendments, exhibits and documents incorporated by reference, is referred
to as the “registration statement.” This prospectus supplement does not contain all of the information
included in the registration statement. Certain parts of the registration statement are omitted in
accordance with the rules and regulations of the SEC. For further information, reference is made to the
registration statement.
You should rely only on the information incorporated by reference or provided in this prospectus
supplement or the accompanying prospectus. We have not authorized anyone to provide you with
different information. We are not making an offer of these securities in any state where the offer is not
permitted. You should not assume the information in this prospectus supplement or the accompanying
prospectus is accurate as of any date other than the date on the front of those documents.
PROSPECTUS
The Procter & Gamble Company
Debt Securities
The Procter & Gamble Company may, from time to time, sell debt securities in one or more offerings pursuant to this
prospectus. The specific terms of any debt securities to be offered will be provided in supplements to this prospectus,
together with other terms and matters related to the offering. You should read this prospectus and any prospectus
supplement carefully before you invest.
This prospectus may not be used to offer and sell securities unless accompanied by a prospectus supplement.
The debt securities may be sold directly or through agents, underwriters or dealers.
Investing in debt securities involves risks. Please see “Risk Factors” on page 5 of this prospectus. In
addition, you should consider the risk factors described in any accompanying prospectus supplement or any
documents incorporated by reference.
Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to
the contrary is a criminal offense.
This prospectus is dated October 15, 2026.
i
TABLE OF CONTENTS
Page | |
About This Prospectus .................................................................................................................................. | |
The Company ................................................................................................................................................. | |
Cautionary Note Regarding Forward-Looking Statements ...................................................................... | |
Risk Factors .................................................................................................................................................... | |
Use of Proceeds ............................................................................................................................................. | |
Description of Debt Securities ...................................................................................................................... | |
Plan of Distribution ......................................................................................................................................... | |
Legal Opinions ................................................................................................................................................ | |
Experts ............................................................................................................................................................. | |
Incorporation of Certain Information by Reference ................................................................................... | |
Where You Can Find More Information ...................................................................................................... |
1
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the Securities and Exchange
Commission (“SEC”) utilizing a “shelf” registration process. Under this shelf process, The Procter &
Gamble Company may, from time to time, sell in one or more offerings, debt securities.
This prospectus provides you with a general description of the debt securities that may be offered.
Each time debt securities are sold, a prospectus supplement will be provided that will contain specific
information about the terms of that offering, including the specific amounts, prices and terms of the debt
securities offered. The prospectus supplement may also add, update or change information contained in
this prospectus.
You should carefully read both this prospectus and any prospectus supplement together with
additional information described below under the heading “Where You Can Find More Information.”
In both this prospectus and any accompanying prospectus supplement, unless we otherwise specify
or the context otherwise requires, references to:
•“Procter & Gamble,” “P&G,” the “Company,” “we,” “us,” and “our” are, except as otherwise
indicated in the section captioned “Description of Debt Securities,” to The Procter & Gamble
Company and its subsidiaries;
•“fiscal” followed by a specific year are to our fiscal year ended or ending June 30 of that year; and
•“U.S. dollars,” “dollars,” “U.S.$,” and “$” are to the currency of the United States of America.
2
THE COMPANY
The Procter & Gamble Company is a world-leading multinational consumer goods company focused
on providing trusted, branded products of superior quality, performance and value to improve the lives of
consumers around the world - now and for generations to come. Our products are sold in about 180
countries and territories throughout the world. The Company was incorporated in Ohio in 1905, having
first been established as a New Jersey corporation in 1890, and was built from a business founded in
Cincinnati in 1837 by William Procter and James Gamble. Our principal executive offices are located at
One Procter & Gamble Plaza, Cincinnati, Ohio 45202, and our telephone number is (513) 983-1100.
3
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements included or incorporated by reference in this prospectus, other than purely
historical information, including estimates, projections, statements relating to our business plans,
objectives and expected operating results, and the assumptions upon which those statements are based,
are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of
1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.
These forward-looking statements generally are identified by the words “believe,” “project,” “expect,”
“anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,”
“will be,” “will continue,” “will likely result” and similar expressions. Forward-looking statements are based
on current expectations and assumptions, which are subject to risks and uncertainties that may cause
results to differ materially from those expressed or implied in the forward-looking statements. We
undertake no obligation to update or revise publicly any forward-looking statements, whether because of
new information, future events or otherwise, except to the extent required by law.
Risks and uncertainties to which our forward-looking statements are subject include, without
limitation: (1) the ability to successfully manage global financial risks, including foreign currency
fluctuations, changes in global interest rates and rate differentials, currency exchange or pricing controls
and tariffs; (2) the ability to successfully manage local, regional or global economic volatility, including
reduced market growth rates, and to generate sufficient income and cash flow to allow the Company to
effect the expected share repurchases and dividend payments; (3) the ability to successfully manage
uncertainties related to changing political and geopolitical conditions and potential implications such as
exchange rate fluctuations, market contraction, boycotts, variability and unpredictability in trade relations,
sanctions, tariffs or other trade controls; (4) the ability to manage disruptions in credit markets or to our
banking partners or changes to our credit rating; (5) the ability to maintain key manufacturing and supply
arrangements (including execution of supply chain optimizations and sole supplier and sole
manufacturing plant arrangements) and to manage disruption of business due to various factors, including
ones outside of our control, such as natural disasters, conflicts or acts of war, terrorism or disease
outbreaks; (6) the ability to successfully manage cost fluctuations and pressures, including prices of
commodities and raw materials and costs of labor, transportation, energy, pensions and healthcare; (7)
the ability to compete with our local and global competitors in new and existing sales channels, including
by successfully responding to competitive factors such as prices, promotional incentives and trade terms
for products; (8) the ability to manage and maintain key customer relationships; (9) the ability to protect
our reputation and brand equity by successfully managing real or perceived issues, including concerns
about safety, quality, ingredients, efficacy, packaging content, cyber incidents, supply chain practices,
social or environmental practices or similar matters that may arise; (10) the ability to successfully manage
the financial, legal, reputational and operational risk associated with third-party relationships, such as our
suppliers, contract manufacturers, distributors, contractors and external business partners; (11) the ability
to rely on and maintain key company and third-party information and operational technology systems,
networks and services and maintain the security and functionality of such systems, networks and services
and the data contained therein; (12) the ability to successfully manage demand, supply and operational
challenges; (13) the ability to stay on the leading edge of innovation, obtain necessary intellectual
property protections and successfully respond to changing consumer habits, evolving and more
fragmented digital marketing and selling platform requirements and technological advances attained by,
and patents granted to, competitors; (14) the ability to successfully manage our ongoing acquisition,
divestiture and joint venture activities, in each case to achieve the Company’s overall business strategy
and financial objectives, without impacting the delivery of base business objectives; (15) the ability to
successfully achieve productivity improvements and cost savings and manage ongoing organizational
changes while successfully identifying, developing and retaining key employees, including in key growth
markets where the availability of skilled or experienced employees may be limited; (16) the ability to
successfully manage current and expanding regulatory and legal requirements and matters (including,
without limitation, those laws, regulations, policies and related interpretations involving product liability,
product and packaging composition, manufacturing processes, intellectual property, labor and
employment, antitrust, privacy, cybersecurity, data protection and data transfers, artificial intelligence, tax,
4
the environment, due diligence, risk oversight, accounting and financial reporting) and to resolve new and
pending matters within current estimates; (17) the ability to manage changes in applicable tax laws and
regulations; and (18) the ability to continue delivering progress towards our environmental sustainability
ambitions.
For additional information concerning factors that could cause actual results and events to differ
materially from those projected herein, please refer to our most recent Form 10-K, Form 10-Q and Form
8-K reports incorporated by reference herein.
5
RISK FACTORS
Investing in the debt securities to be offered pursuant to this prospectus involves certain risks. Before
making a decision to invest in the debt securities, you should carefully consider the risks described under
“Risk Factors” in our most recently filed Annual Report on Form 10-K and the other information set forth or
incorporated by reference in this prospectus and any accompanying prospectus supplement. See
“Incorporation of Certain Information By Reference” and “Where You Can Find More Information” below.
6
USE OF PROCEEDS
Unless otherwise indicated in the applicable prospectus supplement, we will use the net proceeds
from the sales of debt securities offered by this prospectus for general corporate purposes.
7
DESCRIPTION OF DEBT SECURITIES
This section describes the general terms and provisions of any debt securities that we may offer in
the future. A prospectus supplement relating to a particular series of debt securities will describe the
specific terms of that particular series and the extent to which the general terms and provisions apply to
that particular series. In this section, references to “Procter & Gamble,” “we,” “our,” or “us” refer solely to
The Procter & Gamble Company.
General
We expect to issue the debt securities under an indenture, dated as of September 3, 2009, between
us and Deutsche Bank Trust Company Americas, as trustee. We have filed a copy of the indenture as an
exhibit to the registration statement of which this prospectus forms a part. The following summaries of
various provisions of the indenture are not complete. You should read the indenture for a more complete
understanding of the provisions described in this section. The indenture itself, not this description or the
description in the prospectus supplement, defines your rights as a holder of debt securities. Parenthetical
section and article numbers in this description refer to sections and articles in the indenture.
The debt securities will be unsecured obligations of Procter & Gamble. The indenture does not limit
the amount of debt securities that we may issue under the indenture. The indenture provides that we may
issue debt securities from time to time in one or more series.
Terms of a Particular Series
Each prospectus supplement relating to a particular series of debt securities will include specific
information relating to the offering. This information will include some or all of the following terms of the
debt securities of the series:
•the title of the debt securities;
•any limit on the total principal amount of the debt securities;
•the date or dates on which the debt securities will mature;
•the rate or rates, which may be fixed or variable, at which the debt securities will bear interest, if
any, and the date or dates from which interest will accrue;
•the dates on which interest, if any, will be payable and the regular record dates for interest
payments;
•any mandatory or optional sinking fund or similar provisions;
•any optional or mandatory redemption provisions, including the price at which, the periods within
which, and the terms and conditions upon which we may redeem or repurchase the debt
securities;
•the terms and conditions upon which the debt securities may be repayable prior to final maturity
at the option of the holder;
•the portion of the principal amount of the debt securities that will be payable upon acceleration of
maturity, if other than the entire principal amount;
•provisions allowing us to defease the debt securities or certain restrictive covenants and certain
events of default under the indenture;
•if other than in United States dollars, the currency or currencies, including composite currencies,
of payment of principal of and premium, if any, and interest on the debt securities;
8
•the U.S. federal income tax consequences and other special considerations applicable to any
debt securities denominated in a currency or currencies other than United States dollars;
•any index used to determine the amount of payments of principal of and premium, if any, and
interest, if any, on the debt securities;
•if the debt securities will be issuable only in the form of a global security as described below, the
depository or its nominee with respect to the debt securities and the circumstances under which
the global security may be registered for transfer or exchange in the name of a person other than
the depository or its nominee;
•any deletions, modifications of or additions to the events of default or covenants contained in the
indenture; and
•any other terms of the debt securities. (Section 301)
Payment of Principal, Premium and Interest
Unless otherwise indicated in the prospectus supplement, principal of and premium, if any, and
interest, if any, on the debt securities will be payable, and the debt securities will be exchangeable and
transfers of debt securities will be registrable, at the office of the trustee at 1 Columbus Circle, 4th Floor,
MS: NYC01-0417, New York, New York 10019. At our option, however, payment of interest may be made
by:
•check mailed to the address of the person entitled thereto in whose name the debt security is
registered at the close of business on the regular record date at the address in the security
register; or
•wire transfer of immediately available funds to an account specified in writing to us and the
trustee from any holder of debt securities prior to the relevant record date. (Sections 301, 305 and
1002)
Any payment of principal and premium, if any, and interest, if any, required to be made on a day that
is not a business day need not be made on that day, but may be made on the next succeeding business
day with the same force and effect as if made on the non-business day. No interest will accrue for the
period from and after the non-business day. (Section 113)
Unless otherwise indicated in the prospectus supplement relating to the particular series of debt
securities, we will issue the debt securities only in fully registered form, without coupons, in
denominations of $2,000 or any multiple of $1,000. (Section 302) We will not require a service charge for
any transfer or exchange of the debt securities, but we may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection with any transfer or exchange. (Section 305)
Original Issue Discount Securities
Debt securities may be issued under the indenture as original issue discount securities to be offered
and sold at a substantial discount from their stated principal amount. In addition, under regulations of the
U.S. Treasury Department it is possible that debt securities which are offered and sold at their stated
principal amount would, under certain circumstances, be treated as issued at an original issue discount
for U.S. federal income tax purposes, and special rules may apply to debt securities which are considered
to be issued as “investment units.” U.S. federal income tax consequences and other special
considerations applicable to any such original issue discount securities, or other debt securities treated as
issued at an original issue discount, and to “investment units” will be described in the applicable
prospectus supplement.
9
Book-Entry Debt Securities
The debt securities of a series may be issued in the form of one or more global securities that will be
deposited with a depository or its nominee identified in the prospectus supplement relating to the debt
securities. In this case, one or more global securities will be issued in a denomination or total
denominations equal to the portion of the total principal amount of outstanding debt securities to be
represented by the global security or
securities. Unless and until it is exchanged in whole or in part for debt securities in definitive
registered form, a global security may not be registered for transfer or exchange except as a whole by the
depository for the global security to a nominee of the depository and except in the circumstances
described in the prospectus supplement relating to the debt securities. We will describe in the prospectus
supplement the terms of any depositary arrangement and the rights and limitations of owners of beneficial
interests in any global debt security. (Sections 204 and 305)
Restrictive Covenants
In this section we describe the principal covenants that will apply to the debt securities unless the
prospectus supplement for a particular series of debt securities states otherwise. We make use of several
defined terms in this section. The definitions for these terms are located at the end of this section under
“—Definitions Applicable to Covenants.”
Restrictions on Secured Debt
If we or any Domestic Subsidiary shall incur, issue, assume or guarantee any Debt secured by a
Mortgage on any Principal Domestic Manufacturing Property of ours or any Domestic Subsidiary’s or on
any shares of stock of any Domestic Subsidiary that owns a Principal Domestic Manufacturing Property,
we will secure, or cause such Domestic Subsidiary to secure, the debt securities then outstanding equally
and ratably with (or prior to) such Debt. However, we will not be restricted by this covenant if, after giving
effect to the particular Debt so secured the total amount of all Debt so secured, together with all
Attributable Debt in respect of sale and leaseback transactions involving Principal Domestic
Manufacturing Properties, would not exceed 15% of our and our consolidated subsidiaries’ Consolidated
Net Tangible Assets.
In addition, the restriction will not apply to, and there shall be excluded in computing secured Debt for
the purpose of the restriction, Debt secured by
(1)with respect to any series of debt securities, Mortgages existing on the date of the original
issuance of the debt securities of such series;
(2)Mortgages on property of, or on any shares of stock of, any corporation existing at the time the
corporation becomes a Domestic Subsidiary or at the time it is merged into or consolidated with
us or a Domestic Subsidiary;
(3)Mortgages in favor of us or a Domestic Subsidiary;
(4)Mortgages in favor of U.S., State or foreign governmental bodies to secure progress or advance
payments;
(5)Mortgages on property or shares of stock existing at the time of their acquisition, including
acquisition through merger or consolidation, purchase money Mortgages and construction or
improvement cost Mortgages; and
(6)any extension, renewal or refunding of any Mortgage referred to in the immediately preceding
clauses (1) through (5), inclusive. (Section 1004)
The indenture does not restrict the incurrence of unsecured debt by us or our subsidiaries.
10
Restrictions on Sales and Leasebacks
Neither we nor any Domestic Subsidiary may enter into any sale and leaseback transaction involving
any Principal Domestic Manufacturing Property, the completion of construction and commencement of full
operation of which has occurred more than 180 days prior to the transaction, unless
•we or the Domestic Subsidiary could incur a lien on the property under the restrictions described
above under “Restrictions on Secured Debt” in an amount equal to the Attributable Debt with
respect to the sale and leaseback transaction without equally and ratably securing the debt
securities then outstanding, or
•we, within 180 days, apply to either (or a combination of) the investment in one or more other
Principal Domestic Manufacturing Properties or the retirement of our Funded Debt an amount not
less than the greater of (1) the net proceeds of the sale of the Principal Domestic Manufacturing
Property leased pursuant to such arrangement or (2) the fair market value of the Principal
Domestic Manufacturing Property so leased, subject to credits for various voluntary retirements of
Funded Debt.
This restriction will not apply to any sale and leaseback transaction
•between us and a Domestic Subsidiary,
•between Domestic Subsidiaries, or
•involving the taking back of a lease for a period of less than three years. (Section 1005)
Definitions Applicable to Covenants
The term “Attributable Debt” means the lesser of (1) the fair market value of the Principal Domestic
Manufacturing Property sold and leased back at the time of entering into a sale and leaseback transaction
and (2) the total net amount of rent, discounted at 10% per annum compounded annually, required to be
paid during the remaining term of any lease.
The term “Consolidated Net Tangible Assets” means our total assets, less net goodwill and other
intangible assets, less total current liabilities, all as described on our and our consolidated subsidiaries’
most recent balance sheet and calculated based on positions as reported in our consolidated financial
statements in accordance with generally accepted accounting principles.
The term “Debt” means notes, bonds, debentures or other similar evidences of indebtedness for
money borrowed.
The term “Domestic Subsidiary” means any of our subsidiaries except a subsidiary which neither
transacts any substantial portion of its business nor regularly maintains any substantial portion of its fixed
assets within the United States or which is engaged primarily in financing our and our subsidiaries’
operations outside the United States.
The term “Funded Debt” means Debt having a maturity of more than 12 months from its date of
creation.
The term “Mortgage” means pledges, mortgages and other liens.
The term “Principal Domestic Manufacturing Property” means any facility (together with the land on
which it is erected and fixtures comprising a part of the land) used primarily for manufacturing or
processing, located in the United States, owned or leased by us or one of our subsidiaries and having a
gross book value in excess of 1.0% of Consolidated Net Tangible Assets. However, the term “Principal
Domestic Manufacturing Property” does not include any facility or portion of a facility (1) which is financed
by obligations the interest on which is exempt from U.S. federal income tax pursuant to Section 103 of the
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Internal Revenue Code of 1986, as amended (or any predecessor or successor provision thereof), or (2)
which, in the opinion of our board of directors, is not of material importance to the total business
conducted by us and our subsidiaries as an entirety. (Section 101)
Events of Default
Any one of the following are events of default under the indenture with respect to debt securities of
any series:
(1)our failure to pay principal of or premium, if any, on any debt security of that series when due;
(2)our failure to pay any interest on any debt security of that series when due, continued for 30 days;
(3)our failure to deposit any sinking fund payment, when due, in respect of any debt security of that
series;
(4)our failure to perform any other of our covenants in the indenture which affects or is applicable to
the debt securities of that series, other than a covenant included in the indenture solely for the
benefit of other series of debt securities, continued for 90 days after written notice as provided in
the indenture;
(5)certain events involving bankruptcy, insolvency or reorganization; and
(6)any other event of default provided with respect to debt securities of that series. (Section 501)
If an event of default with respect to outstanding debt securities of any series shall occur and be
continuing, either the trustee or the holders of at least 25% in principal amount of the outstanding debt
securities of that series may declare the principal amount (or, if the debt securities of that series are
original issue discount securities, the portion of the principal amount as may be specified in the terms of
that series) of all the debt securities of that series to be due and payable immediately. At any time after a
declaration of acceleration with respect to debt securities of any series has been made, but before a
judgment or decree based on acceleration has been obtained, the holders of a majority in principal
amount of the outstanding debt securities of that series may, under some circumstances, rescind and
annul the acceleration. (Section 502) For information as to waiver of defaults, see the section below
entitled “Modification and Waiver.”
A prospectus supplement relating to each series of debt securities which are original issue discount
securities will describe the particular provisions relating to acceleration of the maturity of a portion of the
principal amount of such original issue discount securities upon the occurrence of an event of default and
its continuation.
During default, the trustee has a duty to act with the required standard of care. Otherwise, the
indenture provides that the trustee will be under no obligation to exercise any of its rights or powers under
the indenture at the request or direction of any of the holders, unless the holders shall have offered to the
trustee reasonable indemnity. (Section 603) If the provisions for indemnification of the trustee have been
satisfied, the holders of a majority in principal amount of the outstanding debt securities of any series will
have the right to direct the time, method and place of conducting any proceeding for any remedy available
to the trustee, or exercising any trust or power conferred on the trustee, with respect to the debt securities
of that series. (Section 512)
We will furnish to the trustee annually a certificate as to our compliance with all conditions and
covenants under the indenture. (Section 1007)
Defeasance
The prospectus supplement will state if any defeasance provision will apply to the debt securities.
Defeasance refers to the discharge of some or all of our obligations under the indenture.
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Defeasance and Discharge
We will be discharged from any and all obligations in respect of the debt securities of any series if we
deposit with the trustee, in trust, money and/or U.S. government securities which through the payment of
interest and principal will provide money in an amount sufficient to pay the principal of and premium, if
any, and each installment of interest on the debt securities of the series on the dates those payments are
due and payable.
If we defease a series of debt securities, the holders of the debt securities of the series will not be
entitled to the benefits of the indenture, except for
•the rights of holders to receive from the trust funds payment of principal, premium and interest on
the debt securities,
•our obligation to register the transfer or exchange of debt securities of the series,
•our obligation to replace stolen, lost or mutilated debt securities of the series,
•our obligation to maintain paying agencies,
•our obligation to hold monies for payment in trust, and
•the rights of holders to benefit, as applicable, from the rights, powers, trusts, duties and
immunities of the trustee.
We may defease a series of debt securities only if, among other things, we have delivered to the
Trustee an opinion of counsel to the effect that we have received from, or there has been published by,
the U.S. Internal Revenue Service a ruling to the effect that holders and beneficial owners of the debt
securities of the series will not recognize income, gain or loss for U.S. federal income tax purposes as a
result of the deposit, defeasance and discharge and will be subject to U.S. federal income tax on the
same amount and in the same manner and at the same times as would have been the case if the deposit,
defeasance and discharge had not occurred. (Section 403)
Defeasance of Covenants and Events of Default
We may omit to comply with the covenants described above under “Restrictions on Secured
Debt” (Section 1004) and “Restrictions on Sales and Leasebacks” (Section 1005), and the failure to
comply with these covenants will not be deemed an event of default (Section 501(4)), if we deposit with
the trustee, in trust, money and/or U.S. government securities which through the payment of interest and
principal will provide money in an amount sufficient to pay the principal of and premium, if any, and each
installment of interest on the debt securities of the series on the dates those payments are due and
payable. Our obligations under the indenture and the debt securities of the series will remain in full force
and effect, other than with respect to the defeased covenants and related events of default.
We may defease the covenants and the related events of default described above only if, among
other things, we have delivered to the trustee an opinion of counsel, who may be our employee or
counsel, to the effect that the holders and beneficial owners of the debt securities of the series will not
recognize income, gain or loss for U.S. federal income tax purposes as a result of the deposit and
defeasance of the covenants and events of default, and the holders and beneficial owners of the debt
securities of the series will be subject to U.S. federal income tax on the same amount and in the same
manner and at the same times as would have been the case if the deposit and defeasance had not
occurred. (Section 1006)
If we choose covenant defeasance with respect to the debt securities of any series as described
above and the debt securities of the series are declared due and payable because of the occurrence of
any event of default other than the event of default described in clause (4) under “Events of Default,” the
amount of money and U.S. government securities on deposit with the trustee will be sufficient to pay
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amounts due on the debt securities of the series at the time of their stated maturity. The amount on
deposit with the trustee may not be sufficient to pay amounts due on the debt securities of the series at
the time of the acceleration resulting from the event of default. However, we will remain liable for these
payments.
Modification and Waiver
Procter & Gamble and the trustee may make modifications of and amendments to the indenture if the
holders of at least a majority in principal amount of the outstanding debt securities of each series affected
by the modification or amendment consent to the modification or amendment.
However, the consent of the holder of each debt security affected will be required for any modification
or amendment that
•changes the stated maturity of the principal of, or any installment of principal of or interest on, any
debt security,
•reduces the principal amount of, or the premium, if any, or interest, if any, on, any debt security,
•reduces the amount of principal of an original issue discount security payable upon acceleration
of the maturity of the security,
•changes the place or currency of payment of principal of, or premium, if any, or interest, if any, on,
any debt security,
•impairs the right to institute suit for the enforcement of any payment on any debt security, or
•reduces the percentage in principal amount of debt securities of any series necessary to modify
or amend the indenture or to waive compliance with various provisions of the indenture or to
waive various defaults. (Section 902)
Without the consent of any holder of debt securities, we and the trustee may make modifications or
amendments to the indenture in order to
•evidence the succession of another person to us and the assumption by that person of the
covenants in the indenture,
•add to the covenants for the benefit of the holders,
•add additional events of default,
•permit or facilitate the issuance of securities in bearer form or uncertificated form,
•add to, change, or eliminate any provision of the indenture in respect of a series of debt securities
to be created in the future,
•secure the securities as required by “—Restrictive Covenants-Restrictions on Secured Debt,”
•establish the form or terms of securities of any series,
•evidence the appointment of a successor trustee, or
•cure any ambiguity, correct or supplement any provision which may be inconsistent with another
provision, or make any other provision, provided that any action may not adversely affect the
interests of holders of debt securities in any material respect. (Section 901)
The holders of at least a majority in principal amount of the outstanding debt securities of any series
may on behalf of the holders of all debt securities of that series waive compliance by us with various
restrictive provisions of the indenture. (Section 1008)
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The holders of a majority in principal amount of the outstanding debt securities of any series may on
behalf of the holders of all debt securities of that series waive any past default with respect to that series,
except
•a default in the payment of the principal of or premium, if any, or interest on any debt security of
that series, or
•a default in respect of a provision which under the indenture cannot be modified or amended
without the consent of the holder of each outstanding debt security of that series that would be
affected. (Section 513)
Consolidation, Merger and Sale of Assets
If the conditions below are met, we may, without the consent of any holders of outstanding debt
securities:
•consolidate or merge with or into another entity, or
•transfer or lease our assets as an entirety to another entity.
We have agreed that we will engage in a consolidation, merger or transfer or lease of assets as an
entirety only if
•either we are the surviving entity or the entity formed by the consolidation or into which we are
merged or which acquires or leases our assets is a corporation, partnership, limited liability
company or trust organized and existing under the laws of any United States jurisdiction and
assumes our obligations on the debt securities and under the indenture,
•after giving effect to the transaction no event of default would have happened and be continuing,
and
•various other conditions are met. (Article Eight)
Regarding the Trustee
Deutsche Bank Trust Company Americas is the trustee under the indenture. In addition, affiliates of
Deutsche Bank Trust Company Americas may perform various commercial banking and investment
banking services for Procter & Gamble and its subsidiaries from time to time in the ordinary course of
business.
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PLAN OF DISTRIBUTION
General
We may sell debt securities in one or more transactions from time to time to or through underwriters,
who may act as principals or agents, directly to other purchasers or through agents to other purchasers.
A prospectus supplement relating to a particular offering of debt securities may include the following
information:
•the terms of the offering,
•the names of any underwriters or agents,
•the purchase price of the securities,
•the net proceeds from the sale of the securities,
•any delayed delivery arrangements,
•any underwriting discounts and other items constituting underwriters’ compensation,
•any initial public offering price, and
•any discounts or concessions allowed or reallowed or paid to dealers.
The distribution of the debt securities may be effected from time to time in one or more transactions at
a fixed price or prices, which may be changed, at market prices prevailing at the time of sale, at prices
related to prevailing market prices or at negotiated prices.
Underwriting Compensation
In connection with the sale of debt securities, underwriters may receive compensation from us or from
purchasers for whom they may act as agents, in the form of discounts, concessions or commissions.
Underwriters may sell debt securities to or through dealers, and the dealers may receive compensation in
the form of discounts, concessions or commissions from the underwriters and/or commissions from the
purchasers for whom they may act as agents.
Underwriters, dealers and agents that participate in the distribution of debt securities may be deemed
to be underwriters under the Securities Act. Any discounts or commissions that they receive from us and
any profit that they receive on the resale of debt securities may be deemed to be underwriting discounts
and commissions under the Securities Act. If any entity is deemed an underwriter or any amounts
deemed underwriting discounts and commissions, the prospectus supplement will identify the underwriter
or agent and describe the compensation received from us.
Indemnification
We may enter agreements under which underwriters and agents who participate in the distribution of
debt securities may be entitled to indemnification by us against various liabilities, including liabilities under
the Securities Act, and to contribution with respect to payments which the underwriters, dealers or agents
may be required to make.
Related Transactions
Various of the underwriters who participate in the distribution of debt securities, and their affiliates,
may perform various commercial banking and investment banking services for us from time to time in the
ordinary course of business.
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Delayed Delivery Contracts
We may authorize underwriters or other persons acting as our agents to solicit offers by institutions to
purchase debt securities from us pursuant to contracts providing for payment and delivery on a future
date. These institutions may include commercial and savings banks, insurance companies, pension
funds, investment companies, educational and charitable institutions and others, but in all cases we must
approve these institutions. The obligations of any purchaser under any of these contracts will be subject
to the condition that the purchase of the debt securities shall not at the time of delivery be prohibited
under the laws of the jurisdiction to which such purchaser is subject. The underwriters and other agents
will not have any responsibility in respect of the validity or performance of these contracts.
No Established Trading Market
The debt securities, when first issued, will have no established trading market. Any underwriters or
agents to or through whom we sell debt securities for public offering and sale may make a market in the
securities but will not be obligated to do so and may discontinue any market making at any time without
notice. No assurance can be given as to the liquidity of the trading market for the debt securities.
Price Stabilization and Short Positions
If underwriters or dealers are used in the sale, until the distribution of the securities is completed,
rules of the SEC may limit the ability of any underwriters to bid for and purchase the securities. As an
exception to these rules, representatives of any underwriters are permitted to engage in transactions that
stabilize the price of the securities. These transactions may consist of bids or purchases for the purpose
of pegging, fixing or maintaining the price of the securities. If the underwriters create a short position in
the securities in connection with the offering, i.e., if they sell more securities than are set forth on the
cover page of the prospectus supplement, the representatives of the underwriters may reduce that short
position by purchasing securities in the open market.
We make no representation or prediction as to the direction or magnitude of any effect that the
transactions described above may have on the price of the securities. In addition, we make no
representation that the representatives of any underwriters will engage in these transactions or that these
transactions, once commenced, will not be discontinued without notice.
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LEGAL OPINIONS
In connection with particular offerings of the securities in the future, and if stated in the applicable
prospectus supplement, the validity of those securities may be passed upon for The Procter & Gamble
Company by Travonte Warren, Director and Assistant General Counsel or any Counsel, Senior Counsel
or Assistant General Counsel of the Company, and with respect to matters of New York law, by Fried,
Frank, Harris, Shriver & Jacobson LLP. In addition, the validity of those securities may be passed upon for
any underwriters or agents by Fried, Frank, Harris, Shriver & Jacobson LLP or other counsel for the
underwriters. Mr. Warren or other counsel for the Company may rely as to matters of New York law upon
the opinion of Fried, Frank, Harris, Shriver & Jacobson LLP or other counsel for the underwriters. Mr.
Warren is an owner of shares of common stock of the Company. Fried, Frank, Harris, Shriver & Jacobson
LLP performs legal services for the Company from time to time.
EXPERTS
The financial statements incorporated in this Prospectus by reference from the Company’s Annual
Report on Form 10-K for the year ended June 30, 2026, and the effectiveness of the Procter & Gamble
Company’s internal control over financial reporting have been audited by Deloitte & Touche LLP, an
independent registered public accounting firm, as stated in their reports, which are incorporated herein by
reference. Such financial statements have been so incorporated in reliance upon the reports of such firm
given upon their authority as experts in accounting and auditing.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to “incorporate by reference” into this document the information which Procter &
Gamble filed with the SEC. This means that we can disclose important information by referring you to
those documents. Any information referred to in this way is considered part of this prospectus from the
date we file that document. The information incorporated by reference is an important part of this
prospectus and information that Procter & Gamble files later with the SEC will automatically update and
supersede this information. The following documents filed by the Company (File No. 1-434) with the SEC
pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated
herein by reference:
•The Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2026, (including
the portions of the Company’s Proxy Statement on Schedule 14A filed on August 28, 2026 that
are incorporated by reference therein) and;
•The Company’s Current Report on Form 8-K filed on July 29, 2026 (Item 5.02 only; SEC
Accession No. 0000080424-26-000094).
All reports and other documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d)
of the Exchange Act subsequent to the date of this registration statement and prospectus and prior to the
filing of a post-effective amendment, which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, but excluding any information furnished to, rather
than filed with, the SEC, shall be incorporated by reference herein and shall be deemed to be a part of
this prospectus from the dates of filing of such reports and documents.
Any statement contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this registration statement and
prospectus to the extent that a statement contained in any subsequent prospectus or prospectus
supplement hereunder or in any document subsequently filed with the Commission which also is or is
deemed to be incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this registration statement or prospectus. All documents incorporated by reference into
the Form S-3 of which this prospectus is a part are also incorporated by reference, unless the information
therein is superseded by a later filing.
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WHERE YOU CAN FIND MORE INFORMATION
The Company will provide without charge to each person to whom a copy of this prospectus is
delivered, upon the oral or written request of such person, a copy of any or all of the documents which are
incorporated by reference in this prospectus, other than exhibits to such documents (unless such exhibits
are specifically incorporated by reference into such documents). Requests should be directed to:
The Procter & Gamble Company
Attn: Investor Relations
One Procter & Gamble Plaza
Cincinnati, Ohio 45202
Telephone: (513) 983-2414
The Company files annual, quarterly and current reports, proxy statements and other information with
the SEC. You may read and copy any document the Company has filed or will file with the SEC from the
SEC’s public website at www.sec.gov.
You may also get a copy of these reports from our website at www.pg.com. Please note, however,
that we have not incorporated any other information by reference from our website, other than the
documents listed above.
You should rely only on the information incorporated by reference or provided in this prospectus or
any prospectus supplement. We have not authorized anyone to provide you with different information. We
are not making an offer of these securities in any state where the offer is not permitted. You should not
assume the information in this prospectus or any prospectus supplement is accurate as of any date other
than the date on the front of those documents.
$352,231,000
The Procter & Gamble Company
Floating Rate Notes due 2076
Joint Book-Running Managers
J.P. Morgan |
Morgan Stanley |
RBC Capital Markets |
UBS Investment Bank |
October 28, 2026