Procter & Gamble Announces Pricing and Early Results of Its Debt Tender Offer; Increases the Maximum Amount

CINCINNATI–(BUSINESS WIRE)–The Procter & Gamble Company (NYSE:PG) announced today the
pricing and early results of its previously announced debt tender offer
to purchase select P&G debt securities. As previously announced, the
tender offer is intended to allow P&G to retire higher-interest rate
debt in the current low interest-rate environment and further improve
the efficiency of P&G’s capital structure. The tender offer is being
made solely pursuant to P&G’s Offer to Purchase, dated October 17, 2016,
and the related Letter of Transmittal, as amended by this press release.

In addition, P&G announced today that it has amended the terms of the
tender offer to increase the Maximum Tender Amount, which is the maximum
aggregate purchase price that P&G will pay in the tender offer, from
$1.25 billion to $1.65 billion. Other than the increase in the Maximum
Tender Amount, all other terms and conditions of the tender offer remain

As of the Early Tender Deadline of 5:00 p.m., New York City time, on
October 28, 2016, the principal amounts of the Securities listed in the
table below had been validly tendered and not validly withdrawn. The
withdrawal deadline of 5:00 p.m., New York City time, on October 28,
2016 has passed and, accordingly, Securities validly tendered in the
tender offer may no longer be withdrawn except where additional
withdrawal rights are required by law.

Title of Security   CUSIP/ISIN  







to be









8.750% Debentures due 2022 CUSIP: 742718BJ7
ISIN: US742718BJ73
$100,000,000 $3,000,000 N/A $3,000,000 1 1.319% 60 $1,359.51
8.000% Debentures due 2024 CUSIP: 742718BG3
ISIN: US742718BG35
$200,000,000 $103,010,000 N/A $103,010,000 2 1.831% 35 $1,416.47
8.000% Debentures due 2029 CUSIP: 742718AV1
ISIN: US742718AV11
$99,000,000 $32,794,000 N/A $32,794,000 3 1.831% 115 $1,536.87
6.450% Debentures due 2026 CUSIP: 742718BH1
ISIN: US742718BH18
$300,000,000 $139,853,000 N/A $139,853,000 4 1.831% 45 $1,344.08
6.250% Notes due 2030 ISIN: XS0106655235 £500,000,000 £337,751,000 $350,000,000 £189,471,000 5 1.499% 30 £1,520.11
5.125% Notes due 2017 ISIN: XS0327237300 €1,100,000,000 €157,956,000 $500,000,000 €157,956,000 6 -0.193% -55 €1,057.34
5.800% Notes due 2034 CUSIP: 742718DB2
ISIN: US742718DB20
$600,000,000 $124,790,000 N/A $124,790,000 7 2.593% 30 $1,401.81
5.500% Notes due 2034 CUSIP: 742718CB3
ISIN: US742718CB39
$500,000,000 $131,213,000 N/A $131,213,000 8 2.593% 30 $1,351.91
5.550% Notes due 2037 CUSIP: 742718DF3
ISIN: US742718DF34
$1,400,000,000 $298,137,000 N/A $269,531,000 9 2.593% 35 $1,396.77
5.250% Notes due 2033 ISIN: XS0158603083 £200,000,000 £92,688,000 N/A 10 1.601% 35 £1,454.56
4.875% Notes due 2027 ISIN: XS0300113254 €1,000,000,000 €291,322,000 $300,000,000 11 0.544% -5 €1,447.80
4.125% Notes due 2020 ISIN: XS0237323943 €600,000,000 €91,944,000 N/A 12 -0.055% -25 €1,182.61


(1)   As reported by D.F. King & Co., Inc., the tender and information
agent for the tender offer.
(2) The Tender Cap is the maximum aggregate purchase price for the
applicable Security. For non-U.S. Dollar denominated Securities, the
Tender Cap is the U.S. Dollar equivalent of the maximum aggregate
purchase price in the applicable currency.
(3) Per $1,000, £1,000 or €1,000 principal amount of Securities. The
Total Consideration payable for each $1,000, £1,000 or €1,000
principal amount of Securities validly tendered at or prior to the
Early Tender Deadline and accepted for purchase by P&G includes an
early tender premium. In addition, holders whose Securities are
accepted will also receive accrued interest on such Securities.

Pursuant to the terms of the tender offer, the amount of Securities that
will be accepted for purchase is subject to the Maximum Tender Amount,
as amended by this press release. The amounts of each series of
Securities that will be accepted for purchase was determined in
accordance with the Acceptance Priority Levels specified in the table
above, with 1 being the highest Acceptance Priority Level and 12 being
the lowest Acceptance Priority Level. In addition, the aggregate
purchase price for certain series of Securities was limited to the
Tender Caps specified in the table above.

The prices to be paid for the Securities denominated in U.S. Dollars and
Sterling were calculated on the basis of the yield, listed in the table
above, to the applicable call or maturity date of the applicable
reference security, and the prices to be paid for the Securities
denominated in Euro were calculated on the basis of the rates payable on
a reference swap plus the fixed spread applicable to such Securities as
set forth in the table above, in each case in the manner described in
the Offer to Purchase. The Maximum Tender Amount and Tender Caps (where
applicable) were determined subject to the currency conversion methods
described in the Offer to Purchase.

Because the aggregate principal amount of validly tendered Securities
resulted in the purchase price exceeding the Maximum Tender Amount (and,
in the case of the 6.250% Notes due 2030, the applicable Tender Cap),
the 6.250% Notes due 2030 and 5.550% Notes due 2037 will be purchased
subject to proration.

Holders of the Securities that were validly tendered and not withdrawn
at or prior to the Early Tender Deadline and that are accepted for
purchase will receive the applicable Total Consideration specified in
the table above. The tender offer will expire at midnight, New York City
time, at the end of November 14, 2016, unless extended or terminated.
However, because the tender offer was fully subscribed as of the Early
Tender Deadline, holders who validly tender Securities following that
time will not have any of their Securities accepted for purchase.
Securities not accepted for purchase will be promptly returned or
credited to the holder’s account.

The settlement date for Securities tendered at or prior to the Early
Tender Deadline and accepted for purchase is expected to be November 4,

P&G’s obligation to accept for payment and to pay for the Securities
validly tendered in the tender offer is subject to the satisfaction or
waiver of the conditions described in the Offer to Purchase.

Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC are acting as
the dealer managers for the tender offer. The information agent and
tender agent is D.F. King & Co., Inc. Copies of the Offer to Purchase,
Letter of Transmittal and related offering materials are available by
contacting the information agent at (212) 269-5550 (banks and brokers)
or (800) 735-3591 (all others) or by email at
Questions regarding the tender offer should be directed to Citigroup
Global Markets Inc., Liability Management Group, at (212) 723-6106,
(800) 558-3745 (toll-free) or +44 20 7986 8969 or Morgan Stanley & Co.
LLC, Liability Management Group, at (212) 761-1057, (800) 624-1808
(toll-free) or +44 20 7677 5040.

This news release shall not constitute an offer to sell, a solicitation
to buy or an offer to purchase or sell any securities. The tender offer
is being made only pursuant to the Offer to Purchase and only in such
jurisdictions as is permitted under applicable law.

Forward-Looking Statements

Certain statements in this press release, other than purely historical
information, including estimates, projections, statements relating to
P&G’s business plans, objectives, and expected operating results, and
the assumptions upon which those statements are based, are
“forward-looking statements.” 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. P&G undertakes no obligation to update or revise publicly
any forward-looking statements, whether because of new information,
future events or otherwise.

Risks and uncertainties to which P&G’s forward-looking statements are
subject include, without limitation: (1) the ability to successfully
manage global financial risks, including foreign currency fluctuations,
currency exchange or pricing controls and localized volatility; (2) the
ability to successfully manage local, regional or global economic
volatility, including reduced market growth rates, and generate
sufficient income and cash flow to allow P&G to effect the expected
share repurchases and dividend payments; (3) the ability to manage
disruptions in credit markets and changes to P&G’s credit rating; (4)
the ability to maintain key manufacturing and supply arrangements
(including sole supplier and sole manufacturing plant arrangements) and
manage disruption of business due to factors outside of P&G’s control,
such as natural disasters and acts of war or terrorism; (5) the ability
to successfully manage cost fluctuations and pressures, including
commodity prices, raw materials, labor costs, energy costs and pension
and health care costs; (6) the ability to stay on the leading edge of
innovation, obtain necessary intellectual property protections and
successfully respond to technological advances attained by, and patents
granted to, competitors; (7) the ability to compete with P&G’s 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 P&G’s reputation and brand equity by successfully managing real
or perceived issues, including concerns about safety, quality,
ingredients, efficacy 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
P&G’s suppliers, contractors and external business partners; (11) the
ability to rely on and maintain key information technology systems and
networks (including P&G and third-party systems and networks) and
maintain the security and functionality of such systems and networks and
the data contained therein; (12) the ability to successfully manage
regulatory and legal requirements and matters (including, without
limitation, those laws and regulations involving product liability,
intellectual property, antitrust, privacy, tax, accounting standards and
the environment) and to resolve pending matters within current
estimates; (13) the ability to manage changes in applicable tax laws and
regulations; (14) the ability to successfully manage P&G’s portfolio
optimization strategy, as well as ongoing acquisition, divestiture and
joint venture activities, to achieve P&G’s overall business strategy,
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 particularly key employees,
especially in key growth markets where the availability of skilled or
experienced employees may be limited; and (16) the ability to manage the
uncertain implications of the United Kingdom’s withdrawal from the
European Union. For additional information concerning factors that could
cause actual results and events to differ materially from those
projected herein, please refer to P&G’s most recent 10-K, 10-Q and 8-K

About Procter & Gamble

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