Procter & Gamble (PG) 10-K risk factor changes: FY2023 vs FY2022

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 [removed: fifty percent] [added: 50%] of our annual net sales.

Fluctuations in exchange rates for foreign currencies have and could continue to 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 [added: impact our business results or financial condition.]

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, such as [removed: Nigeria, Turkey,] [added: Egypt,] Argentina and [removed: Egypt.][added: Pakistan.]

Additionally, 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 [added: geopolitical conflicts,] political volatility, [added: trade controls,] labor market disruptions or other crises or vulnerabilities in individual countries or [removed: regions, including political instability or upheaval or acts of war (such as the Russia-Ukraine War) and the related government and other entity responses, broad economic instability or sovereign risk related to a default by or deterioration in the creditworthiness of local governments, particularly in emerging markets.][added: regions.]

[removed: These disruptions have included and may in the future 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 [removed: regions, including] [added: 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.

Changing political [added: 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 [removed: products] [added: 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 [added: and pressures] in certain markets in which our products are manufactured, sold or distributed 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, [added: materials,] services, [removed: capital] [added: capital, data] and people between [removed: countries and other matters.][added: countries.]

We may not be able to operate our manufacturing sites and source raw materials from our suppliers or ship finished products to [added: our customers.]

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 [removed: 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, [added: cybersecurity incidents,] 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 or other external factors over which we have no control, have at times interrupted and could, in the future, interrupt product supply and, if not effectively managed and remedied, could have an adverse impact on our business, financial condition, results of operations or cash flows.

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 [added: materials like pulp) and raw and packaging materials and the costs of labor, transportation (including trucks and containers), energy, pension and healthcare.]

Failure to manage these fluctuations [added: and to anticipate consumer reaction to our management of these fluctuations] could adversely impact our results of operations or cash flows.

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 [added: reasons, significantly tighten product delivery windows or experience a significant business disruption.]

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 plastic and other [removed: petroleum- based] [added: petroleum-based] materials), lack of recyclability or other environmental impacts, concerns about actual or alleged labor or equality and inclusion practices, privacy lapses or data breaches, allegations of product tampering or the distribution and sale of counterfeit products.

[removed: While the Company has many programs and] initiatives to further these goals, our ability to achieve these goals is impacted in part by the actions and efforts of third parties including local and other governmental authorities, suppliers, vendors and customers.

Further, failure of these third parties to meet their obligations to the Company or substantial disruptions in the relationships between the [added: Company and these third parties could adversely impact our operations and financial results.]

Numerous and evolving information security threats, including advanced persistent cybersecurity threats, pose a [added: risk to the security of our services, systems, networks and supply chain, as well as to the confidentiality, availability and integrity of our data and of our critical business operations.]

In addition, insider [removed: actors-malicious] [added: actors - malicious] or [removed: otherwise-could] [added: otherwise - could] cause technical disruptions and/or confidential data leakage.

[removed: 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] [added: 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 breaches, security incidents 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.

In addition, such events could result in unauthorized disclosure of confidential [added: information or stakeholder] information, [added: including personal information,] and we may suffer financial and reputational damage because of lost or misappropriated [removed: confidential] information belonging to us or to our partners, our employees, customers and suppliers.

[added: Additionally, we could] be exposed to potential liability, litigation, governmental inquiries, 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.

We must successfully manage the demand, supply and operational challenges associated with the effects of [removed: a] [added: any future] disease outbreak, including epidemics, pandemics or similar widespread public health concerns.

Our business may be negatively impacted by the fear of exposure to or actual effects of a disease outbreak, epidemic, pandemic or similar widespread public health [removed: concern, such as travel restrictions or recommendations or mandates from governmental authorities as a result of the COVID-19 virus, the threat of the virus or the emergence of any variants.][added: concern.]

These impacts [added: may] include, but are not limited to:

If prolonged, such impacts can further increase the difficulty of business or operations planning and may adversely impact our results of operations and cash flows; [added: or]

- Significant changes in the political conditions in markets in which we manufacture, sell or distribute our products, including quarantines, import/export restrictions, price controls, or governmental or regulatory actions, closures or other restrictions that limit or close our operating and manufacturing facilities, restrict our employees’ ability to travel or perform necessary business functions, or otherwise prevent our third-party partners, suppliers or customers from sufficiently staffing [removed: operations, including operations necessary for the production, distribution, sale and support of our products, which could adversely impact our results of operations and cash flows.][added: operations.]

Despite [removed: our] efforts to manage and remedy these [removed: impacts to the Company,] [added: impacts,] their ultimate impact also depends on factors beyond our knowledge or control, including the duration and severity of any such outbreak as well as third-party actions taken to contain its spread and mitigate its public health effects.

[removed: Our results of operations and cash flows have been, and in the future could also 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.

Additionally, successfully executing organizational change, management transitions at leadership levels of the Company and motivation and retention of key [removed: employees,] [added: employees] is critical to our business success.

Our business is subject to a wide variety of laws and regulations across the countries in which we do business, including those laws and regulations involving intellectual property, product liability, product composition or formulation, packaging content or corporate responsibility [removed: after consumer purchase,] [added: for packaging and product disposal,] marketing, antitrust and competition, privacy, data protection, environmental (including increasing focus on the climate, water and waste impacts of consumer packaged goods companies' operations [added: 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.]

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, [removed: including our compliance and ethics programs,] may alter the environment in which we do [removed: business and] [added: business,] may increase the ongoing costs [added: and complexities] of [removed: compliance,] [added: 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.

Under the current U.S. presidential administration, comprehensive federal income tax reform has been proposed, including an increase in the U.S. Federal corporate income tax rate, elimination of certain investment incentives and [removed: a more than doubling of] [added: an increase in] U.S. [removed: residual] taxation of non-U.S. earnings.

[added: An outgrowth of the original Base Erosion and Profit Shifting (BEPS) project is a project undertaken by the approximately] 140 member countries of the expanded Organisation for Economic Co-operation and Development (OECD) Inclusive Framework focused on "Addressing the Challenges of the Digitalization of the Economy." The breadth of this project extends beyond pure digital businesses and, as proposed, would likely impact a large portion of multinational businesses by potentially redefining jurisdictional taxation rights in market countries and establishing a global minimum tax.

This could include political instability, upheaval or acts of war (such as the Russia-Ukraine War) and the related government and other entity responses, broad economic instability or sovereign risk related to a default by or deterioration in the creditworthiness of local governments, particularly in emerging markets.

These disruptions have included and may in the future include: a slow-down,

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 were 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, retaliatory tariffs, increased business licensing requirements or limitations on profits), such disruptions could adversely impact our business, financial condition, results of operations and cash flows.

arrangements.

While the Company has many programs and

Consumer or broader stakeholder perceptions of these programs and initiatives widely vary and could adversely affect our business.

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,

Our results of operations and cash flows have been, and in the future could also be, impacted by acquisitions or joint

In December 2022, the European Union (EU) approved a directive requiring member states to incorporate a 15% global minimum tax into their respective domestic laws effective for fiscal years beginning on or after December 31, 2023.

In

addition, several non-EU countries have recently proposed and/or adopted legislation consistent with the global minimum tax framework.

Important details of these minimum tax developments are still to be determined and, in some cases, enactment and timing remain uncertain.

impact our business results or financial condition.

our customers.

materials like pulp) and raw and packaging materials and the costs of labor, transportation (including trucks and containers), energy, pension and healthcare.

reasons, significantly tighten product delivery windows or experience a significant business disruption.

Company and these third parties could adversely impact our operations and financial results.

risk to the security of our services, systems, networks and supply chain, as well as to the confidentiality, availability and integrity of our data and of our critical business operations.

Additionally, we could

- Inability to meet our customers’ needs and achieve cost targets due to disruptions in our manufacturing and supply arrangements caused by constrained workforce capacity or the loss or disruption of other essential manufacturing and supply elements such as raw materials or other finished product components, transportation, or other manufacturing and distribution capability;

- Failure of third parties on which we rely, including our suppliers, contract manufacturers, distributors, contractors, commercial banks, joint venture partners and external business partners, to meet their obligations to the Company, or significant disruptions in their ability to do so, which may be caused by their own financial or operational difficulties and may adversely impact our operations;

- Periods of disruption that limit the ability to access the financial markets or which increase the cost of liquidity; or

In the case of COVID-19, the emergence of variants may continue to occur across regions and countries where we operate, leading to varied government responses and the potential for decreased vaccine effectiveness, resulting in further volatility and disparity in our results and operations across geographies.

and products), employment, healthcare, anti-bribery, anti-corruption, trade (including tariffs, sanctions and export controls), tax, accounting and financial reporting or other matters.

An outgrowth of the original Base Erosion and Profit Shifting (BEPS) project is a project undertaken by the approximately

Recent pronouncements related to this project suggest an implementation of the proposed 15% global minimum tax in the near to mid-term.

Continued negotiations on important details of this project are ongoing, and ultimate enactment and timing in the EU, US and other jurisdictions remains uncertain.

[removed: 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, 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 to generate sufficient income and cash flow to allow the Company to effect the expected share repurchases and dividend payments; (3) the ability to manage disruptions in credit markets or to our banking partners or changes to our credit rating; (4) 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, acts of war (including the Russia-Ukraine War) or terrorism or disease outbreaks; (5) the ability to successfully manage cost fluctuations and pressures, including prices of commodities and raw materials and costs of labor, transportation, energy, pension and healthcare; (6) the ability to stay on the leading edge of innovation, obtain necessary intellectual property protections and successfully respond to changing consumer habits, evolving digital marketing and selling platform requirements and technological advances attained by, and patents granted to, competitors; (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][added: 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, 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 to generate sufficient income and cash flow to allow the Company to effect the expected share repurchases and dividend payments; (3) the ability to manage disruptions in credit markets or to our banking partners or changes to our credit rating; (4) 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, acts of war (including the Russia-Ukraine War) or terrorism or disease outbreaks; (5) the ability to successfully manage cost fluctuations and pressures, including prices of commodities and raw materials and costs of labor, transportation, energy, pension and healthcare; (6) the ability to stay on the leading edge of innovation, obtain necessary intellectual property protections and successfully respond to changing consumer habits, evolving digital marketing and selling platform requirements and technological advances attained by, and patents granted to, competitors; (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, supply chain 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 uncertainties related to changing political and geopolitical conditions and potential implications such as exchange rate fluctuations and market contraction; (13) the ability to successfully manage current and expanding regulatory and legal requirements and matters (including, without limitation, those laws and regulations involving product liability, product and packaging composition, intellectual property, labor and employment, antitrust, privacy and data protection, tax, the environment, due diligence, risk oversight, accounting and financial reporting) and to resolve new and pending matters within current estimates; (14) the ability to manage changes in applicable tax laws and regulations; (15) 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; (16) 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; (17) the ability to successfully manage the demand, supply and operational challenges, as well as governmental responses or mandates, associated with a disease outbreak, including epidemics, pandemics or similar widespread public health concerns; (18) the ability to manage the uncertainties, sanctions and economic effects from the war between Russia and Ukraine; and (19) the ability to successfully achieve our ambition of reducing our greenhouse gas emissions and delivering progress towards our environmental sustainability priorities.]

[added: The MD&A is provided as a supplement to,] and should be read in conjunction with, our Consolidated Financial Statements and accompanying Notes.

- Summary of [removed: 2022] [added: 2023] Results

- [removed: Significant] [added: Critical] Accounting Policies and Estimates

Throughout the MD&A we refer to measures used by management to evaluate performance, including unit volume growth, net sales, net earnings, diluted net earnings per [added: common] share [added: (diluted EPS)] and operating cash flow.

Organic sales growth is net sales growth excluding the impacts of [removed: acquisitions,] [added: acquisitions and] divestitures and foreign exchange from year-over-year comparisons.

Core EPS is diluted [removed: net earnings per share from continuing operations] [added: EPS] excluding certain items that are not judged [added: by management] to be part of the Company's sustainable results or trends.

[added: Adjusted Free Cash Flow.] Adjusted free cash flow is [added: defined as] operating cash flow less capital spending and [added: excluding payments for the] transitional tax [removed: payments related to] [added: resulting from] the U.S. Tax Act.

[added: |] Adjusted [removed: free cash flow productivity is the][added: Free Cash Flow Productivity | | | 95 | | % | | | | 93 | | % |]

[added: Adjusted free cash flow productivity is the] ratio of adjusted free cash flow to net earnings excluding certain one-time items.

The explanation at the end of the MD&A provides more details on the use and the derivation of these measures as well as reconciliations to the most directly comparable U.S. GAAP [removed: measures.][added: measure.]

Management also uses unit volume growth to evaluate [removed: and explain] drivers of changes in net sales.

The SBUs are responsible for global brand strategy, [removed: new] product upgrades and innovation, marketing plans and supply chain.

They have direct profit responsibility for markets [added: (referred to as Focus Markets)] representing the large majority of the Company's sales and earnings [removed: (referred to as Focus Markets)] and are also responsible for innovation plans, supply plans and operating frameworks to drive growth and value creation in the remaining markets (referred to as Enterprise Markets).

| Beauty | | | 18% | | | [removed: 22%] [added: 21%] | | | Hair Care [removed: (*Conditioner, Shampoo,] [added: (*Conditioners, Shampoos,] Styling Aids, Treatments*) | | | Head & Shoulders, Herbal Essences, Pantene, Rejoice | | |

| Skin and Personal Care [removed: (*Antiperspirant] [added: (*Antiperspirants] and [removed: Deodorant,] [added: Deodorants,] Personal Cleansing, Skin Care*) | | | Olay, Old Spice, Safeguard, Secret, SK-II | | | | | | | | | | | |

| Grooming [added: (2)] | | | 8% | | | 10% | | | Grooming [removed: (2) (Shave Care - *Female] [added: (*Appliances, Female] Blades & Razors, Male Blades & Razors, Pre- and Post-Shave Products, Other [removed: Shave Care;* Appliances)] [added: Grooming*)] | | | Braun, Gillette, Venus | | |

| Health Care | | | 14% | | | 14% | | | Oral Care (*Toothbrushes, [removed: Toothpaste,] [added: Toothpastes,] Other Oral Care*) | | | Crest, Oral-B | | |

| Personal Health Care (*Gastrointestinal, [removed: Rapid Diagnostics, Respiratory,* *Vitamins/Minerals/Supplements,] Pain Relief, [added: Rapid Diagnostics, Respiratory, Vitamins/Minerals/Supplements,] Other Personal Health Care*) | | | Metamucil, Neurobion, Pepto-Bismol, Vicks | | | | | | | | | | | |

| Fabric & Home Care | | | 35% | | | [removed: 31%] [added: 32%] | | | Fabric Care (*Fabric Enhancers, Laundry Additives, Laundry Detergents*) | | | Ariel, Downy, Gain, Tide | | |

[removed: (1) Percent] [added: (1)Percent] of Net sales and Net earnings for the [added: fiscal] year ended June 30, [removed: 2022] [added: 2023] (excluding results held in Corporate).

We are a global market leader in the retail hair care market with [removed: more than] [added: nearly] 20% global market share primarily behind our Pantene and Head & Shoulders brands.

In skin and personal care, we offer a wide variety of products, ranging from deodorants to personal cleansing to skin care, such as our Olay brand, which is one of the top facial skin care brands in the world with [removed: approximately 6%] [added: nearly 5%] global market share.

[removed: In shave care, we] [added: Grooming: We] are the global market leader in the blades and razors market.

We hold [removed: over] [added: nearly] 25% of the male electric shavers market and over [removed: 65%] [added: 50%] of the female epilators market.

In oral care, there are several global competitors in the [removed: market] [added: market,] and we have the number two market share position with nearly 20% global market share behind our Crest and Oral-B brands.

In personal health care, we are a global market leader among the categories in which we compete, including respiratory treatments, digestive wellness, vitamins [added: and analgesics behind our Vicks, Metamucil, Pepto-Bismol and Neurobion brands.]

Our global home care market share is [removed: nearly] [added: about] 25% across the categories in which we compete, primarily behind our Cascade, Dawn, Febreze and Swiffer brands.

Baby, Feminine & Family Care: In baby care, we are a global market leader and compete mainly in taped diapers, pants and baby [removed: wipes] [added: wipes,] with more than 20% global market share.

We have the number one or number two market share position in [removed: most of] the [removed: key] markets in which we compete, primarily behind [removed: Pampers, the Company's largest brand, with annual net sales of over $7 billion.][added: our Pampers brand.]

We are a global market leader in the feminine care category with over [removed: 20%] [added: 25%] global market share, primarily behind our Always and Tampax brands.

Our family care business is predominantly a North American business comprised primarily of the Bounty paper towel and [added: Charmin toilet paper brands.]

Productivity improvement enables investments to strengthen the superiority of our brands via product and packaging innovation, more efficient [added: and effective supply chains, equity and awareness-building brand advertising and other programs and expansion of sales coverage and R&D programs.]

Additionally, within [removed: these strategies] [added: this strategy] of superiority, productivity, constructive disruption and organization, we have declared four focus areas to strengthen our performance going forward.

These are 1) leveraging environmental sustainability as an additional driver of superior performing products and packaging innovations, 2) increasing digital acumen to drive consumer and customer preference, reduce cost and enable rapid and efficient decision making, 3) developing next-level supply chain capabilities to enable flexibility, agility, resilience and a new level of productivity [removed: adapting to a new reality] and 4) delivering employee value equation for all gender identities, races, ethnicities, sexual orientations, ages and abilities for all roles to ensure we continue to attract, retain and develop the best talent.

We believe [removed: these strategies are] [added: this strategy is] right for the long-term health of the Company and our objective of delivering total shareholder return in the top one-third of our peer group.

- Core [removed: earnings per share (EPS)] [added: EPS] growth of mid-to-high single digits; and

[removed: During] [added: While] periods of significant macroeconomic [removed: pressures,] [added: pressures may cause short-term results to deviate from the long-term growth algorithm,] we intend to maintain a disciplined approach to investing in our [removed: business, which may cause short-term results to deviate from the long-term growth algorithm.][added: business.]

SUMMARY OF [removed: 2022] [added: 2023] RESULTS

| Amounts in millions, except per share amounts | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | Change vs. Prior Year | | |

Adjusted free cash flow is operating cash flow less

capital spending and excluding payments for the transitional tax resulting from the U.S. Tax Act.

(2)Effective July 1, 2022, the Grooming Sector Business Unit completed the full integration of its Shave Care and Appliances categories to cohesively serve consumers' grooming needs.

This transition included the integration of the management team, strategic decision-making, innovation plans, financial targets, budgets and internal management reporting.

Organic sales, which excludes the impact of acquisitions and divestitures and foreign exchange, increased 7%.

- Net earnings decreased modestly by $55 million to $14.7 billion versus year ago as the increase in operating income was more than fully offset by a higher effective tax rate.

- Diluted EPS increased 2% to $5.90 as the decrease in net earnings was more than offset by a reduction in shares outstanding.

Our largest international markets are Greater China, the United Kingdom, Canada, Japan and Germany and collectively comprise more than 20% of our net sales in fiscal 2023.

We are also exposed to market risks from operating in challenging environments including unstable economic, political and social conditions, civil unrest, natural disasters, debt and credit issues and currency controls or fluctuations.

These risks can reduce our net sales or erode our operating margins and consequently reduce our net earnings and cash flows.

New or increased legal or regulatory requirements, along with initiatives to meet our sustainability goals, could also result in increased costs due to higher material costs and investments in facilities and equipment.

Increased pricing in response to certain inflationary or cost increases may also offset portions of the cost impacts; however, such price increases may impact product consumption.

Net assets of our Ukraine business accounted for less than 1% of consolidated net assets as of June 30, 2023.

The Russia business accounted for approximately 2% of consolidated net sales and consolidated net earnings in the fiscal year ended June 30, 2023.

The primary drivers of changes in gross margin are input costs (energy and other commodities), pricing impacts, geographic mix (for example, gross margins in North America are generally higher than the Company average for similar products), product mix (for example, the Beauty segment has higher gross margins than the Company average), foreign

Net sales increased 2% to $82.0 billion in fiscal 2023.

The increase in net sales was driven by higher pricing of 9% and a favorable mix of 1%, partially offset by unfavorable foreign exchange of 5% and a 3% decrease in unit volume versus the prior year.

Favorable mix was driven by a higher proportion of sales in North America (with higher than Company-average selling prices) and decline in Europe (with lower than Company-average selling prices).

Volume increased low single digits in Latin America.

Gross margin increased 50 basis points to 47.9% of net sales.

- a 430 basis-point increase from higher pricing and

- a 150 basis-point increase from manufacturing productivity savings.

These increases were partially offset by

- a 50 basis-point decline from unfavorable foreign exchange impacts,

- 30 basis points due to capacity start-up costs and other manufacturing impacts and

- 20 basis points of product and packaging investments.

SG&A as a percentage of net sales increased 50 basis points to 25.7% due to an increase in overhead and other net operating costs as a percentage of net sales, partially offset by a decrease in marketing spending as a percentage of net sales.

*•*Interest expense was $756 million, an increase of $317 million versus the prior year due to higher interest rates and an increase in short-term debt in the current year.

Earnings before income taxes increased $358 million, or 2%, to $18.4 billion due primarily to the increase in operating income.

Diluted EPS increased $0.09, or 2%, to $5.90 as the decrease in net earnings was more than fully offset by a reduction in shares outstanding.

Positive impacts of higher pricing (driven by all regions) and benefit from acquisitions were partially offset by the negative impacts of unfavorable foreign exchange and a decrease in unit volume.

The volume decrease was driven primarily by declines in Europe (due to portfolio reduction in Russia and increased pricing), Greater China (due to market contraction and pandemic-related disruptions) and Asia Pacific (due to increased pricing).

Organic sales increased high single digits driven by 20% growth in Latin America and double-digit growth in Europe and North America, partially offset by a mid-single-digit decline in Greater China.

Positive impacts of higher pricing (across all regions), a unit volume increase and a benefit from acquisitions were partially offset by the negative impacts from unfavorable mix (due primarily to the decline of the super-premium SK-II brand) and unfavorable foreign exchange.

The volume increase was driven primarily by growth in North America, Latin America and Greater China (all due to innovation), partially offset by a decline in Asia Pacific (due to the decline of the super-premium SK-II brand in the travel retail channel).

Organic sales increased mid-single digits as more than 20% increases in Latin America and Europe and a double-digit increase in North America were partially offset by a double-digit decrease in Asia Pacific.

SG&A as a percentage of net sales decreased primarily due to a decrease in marketing spending.

| ($ millions) | | | 2023 | | | | | | 2022 | | | | | | Change vs. 2022 | | |

Grooming net sales decreased 3% to $6.4 billion driven by unfavorable foreign exchange of 7%, a 3% decrease in unit volume and unfavorable mix of 2% (due to decline of appliances, which have higher than segment-average selling prices), partially offset by higher pricing of 9% (driven by all regions).

The volume decrease was primarily driven by decreases in Europe (due to portfolio reduction in Russia and increased pricing) and North America (due to market contraction and increased pricing).

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, supply chain 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 uncertainties related to changing political conditions and potential implications such as exchange rate fluctuations and market contraction; (13) the ability to successfully manage current and expanding regulatory and legal requirements and matters (including, without limitation, those laws and regulations involving product liability, product and packaging composition, intellectual property, labor and employment, antitrust, privacy and data protection, tax, the environment, due diligence, risk oversight, accounting and financial reporting) and to resolve new and pending matters within current estimates; (14) the ability to manage changes in applicable tax laws and regulations; (15) 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; (16) 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; (17) the ability to successfully manage the demand, supply and operational challenges, as well as governmental responses or mandates, associated with a disease outbreak, including epidemics, pandemics or similar widespread public health concerns (including COVID-19); (18) the ability to manage the uncertainties, sanctions and economic effects from the war between Russia and Ukraine; and (19) the ability to successfully achieve our ambition of reducing our greenhouse gas emissions and delivering progress towards our environmental sustainability priorities.

The MD&A is provided as a supplement to,

(2) The Grooming product category is comprised of the Shave Care and Appliances operating segments.

Grooming: We compete in shave care and appliances.

and analgesics behind our Vicks, Metamucil, Pepto-Bismol and Neurobion brands.

Charmin toilet paper brands.

and effective supply chains, equity and awareness-building brand advertising and other programs and expansion of sales coverage and R&D programs.

- Net sales increased 5% to $80.2 billion on a 2% increase in unit volume.

- Net earnings increased $0.4 billion or 3% versus year ago to $14.8 billion, due to a prior year loss on early debt extinguishment, lower taxes and interest expense in the current year.

- Diluted net earnings per share (EPS) increased 6% to $5.81 due to the increase in net earnings, a reduction in shares outstanding and due to the prior year loss on early debt extinguishment.

Net earnings per share increased 3% versus the prior year core net earnings per share due to the increase in net earnings and a reduction in shares outstanding.

other written and oral communications.

Global economic conditions continue to be volatile due to the COVID-19 pandemic, resulting in market size contractions in certain countries due to economic slowdowns and government restrictions on movement.

Other macroeconomic factors also remain dynamic, and any causes of market size contraction, such as greater political unrest or instability in the Middle East, Central and Eastern Europe (including the ongoing Russia-Ukraine War), certain Latin American markets, the Hong Kong market in Greater China and the Korean peninsula could reduce our sales or erode our operating margin and consequently reduce our net earnings and cash flows.

If we are unable to manage these impacts through pricing actions, cost savings projects and sourcing decisions, as well as through

Net sales could also be adversely impacted following pricing actions if there is a negative impact on the consumption of our products.

If we are not successful in executing and sustaining these changes, there could be a negative impact on our gross margin, operating margin, net earnings and cash flows.

international trade agreements in North America and elsewhere.

COVID-19 Pandemic. Because we sell products that are essential to the daily lives of consumers, the pandemic has not had a materially negative impact to our consolidated net sales, net earnings and cash flows.

However, the continued evolution of the pandemic may result in economic recessions or a slowdown of economic growth in certain countries or regions.

It could also lead to volatility in consumer access to our products (due to governmental actions or key material, transportation and labor shortages impacting our ability to produce and ship products) or could impact consumers’ movements and access to our products.

There could also be reduced demand due to consumption decreases and consumer pantry destocking (particularly, in home cleaning, health and hygiene products) as economic activity resumes following slowdowns or relaxation of governmental restrictions.

Net, the uncertainty in the timing and extent of demand volatility, the relaxation and reimplementation of movement restrictions, the timing and impact of potential consumer pantry destocking, the future economic trends due to a resurgence of positive cases and governmental actions in response to the pandemic may result in heightened volatility and negative impacts to net sales, net earnings and cash flows during and subsequent to the pandemic.

While we have been able to broadly maintain our operations, we experienced some disruption in our supply chain in certain markets due primarily to the restriction of employee movements, key material and labor shortages and transportation constraints.

We intend to continue to work with our suppliers and government authorities to implement employee safety measures to minimize disruption to the manufacturing and distribution of our products.

The continued evolution of the pandemic and uncertainty with regards to the disruptions caused either by resurgence of positive cases or governmental actions in response to the pandemic could result in an unforeseen disruption to our supply chain and impact our operations (for example, the closure of a key manufacturing or distribution facility or the inability of a key material or transportation supplier to source and transport materials).

The pandemic has not had a material negative impact on the Company’s liquidity position.

We continue to generate operating cash flows to meet our short-term liquidity needs and continue to maintain access to capital markets enabled by our strong short- and long-term credit ratings.

We have approximately 500 employees including both manufacturing and non-manufacturing personnel.

Additionally, net assets of our Ukraine subsidiary, along

with Ukraine related assets held by other subsidiaries, account for less than 1% of net assets as of June 30, 2022.

Our Russia business includes two manufacturing sites with a net book value of approximately $350 million as of June 30, 2022.

We have approximately 2,400 employees, including both manufacturing and non-manufacturing personnel.

Additionally, net assets of our Russia subsidiaries, along with Russia related assets held by other subsidiaries, account for less than 2% of net assets as of June 30, 2022.

Ultimately, these could result in impairments of our manufacturing plants and fixed assets or write-downs of other operating assets and working capital.

geographic mix and foreign exchange impacts on sales outside the U.S.

Unfavorable foreign exchange decreased net sales by 2%.

This was partially offset by the disproportionate growth of the Fabric Care business, which has lower than Company-average selling prices.

Volume in Europe was unchanged and decreased mid-single digits in Greater China.

Gross margin decreased 380 basis points to 47.4% of net sales in fiscal 2022.

The information required by this item is incorporated by reference to the section entitled Other Information [removed: under Management's Disclosure and Analysis] [added: in the MD&A] and Note 9 to the Consolidated Financial Statements.

The Procter & Gamble Company [removed: 33][added: 31]

Unless the context indicates otherwise, the terms [removed: the] "Company," "P&G," "we," "our" or "us" as used herein refer to The Procter & Gamble Company (the registrant) and its subsidiaries.

[removed: The] [added: P&G includes the website link solely as a textual reference and the] information [removed: contained] on our website is not incorporated by reference into this report.

[removed: Our business model relies] [added: We rely] on the continued growth and success of existing brands and products, as well as the creation of new innovative products and brands.

[removed: The] [added: We offer products in] markets and industry segments [removed: in which we offer our products] [added: that] are highly competitive.

We [removed: work collaboratively] [added: partner] with our customers to deliver superior retail execution, both in-store and online.

In conjunction with the above vectors, we provide superior value to [added: consumers and our retail customers in each price tier in which we compete.]

Productivity improvement is also critical to delivering our objectives of balanced [removed: top] [added: top-] and bottom-line growth and value creation.

Sales to Walmart Inc. and its affiliates represent approximately 15% of our total sales in [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020.][added: 2021.]

Our top ten customers accounted for [removed: approximately 39%] [added: 40%] of our total [added: net] sales in [removed: 2022,] [added: 2023 and] 39% in [removed: 2021] [added: 2022] and [removed: 38% in 2020.][added: 2021.]

Our products compete against similar products [removed: of] [added: from] many large and small companies, including well-known global competitors.

We support our products with advertising, promotions and other marketing vehicles to build awareness [added: and trial of our brands and products in conjunction with our sales force.]

[removed: We believe this combination provides the] most efficient method of marketing for these types of products.

We do not expect that the Company’s expenditures for compliance with current government regulations, including current environmental regulations, will have a material effect on our total capital expenditures, earnings or competitive position in fiscal year [removed: 2023] [added: 2024] as compared to prior periods.

Our Board of Directors, through the Compensation and Leadership Development Committee (C&LD Committee), provides oversight of the Company’s policies and [removed: strategies] [added: strategy] relating to talent including diversity, equality and inclusion as well as the Company’s compensation principles and practices.

As of June 30, [removed: 2022,] [added: 2023,] the Company had approximately [removed: 106,000] [added: 107,000] employees, an increase of [removed: five percent] [added: 1%] versus the prior year due primarily to business growth.

49% of our employees are in manufacturing roles and [removed: 26%] [added: 27%] of our employees are located in the United States.

41% of our global employees are [removed: women.][added: women and 30% of our U.S. employees identify as multicultural.]

Our [removed: compensation plans] [added: total rewards programs] are based on the principles of paying for performance, paying competitively versus peer companies that we compete with for talent [removed: and] in the marketplace and focusing on long-term success through a combination of short-term and long-term incentive programs.

Additional detailed information on our sustainability efforts [removed: including our TCFD (Task Force on Climate-Related Financial Disclosures), SASB (Sustainability Accounting Standards Board) and CDP (Carbon Disclosure Project) reports] can be found on our website at https://pginvestor.com/esg.

Our business model is built to deliver balanced top- and bottom-line growth and value creation.

We believe this combination provides the

Market-competitive compensation and reward programs are critical elements of our employee value equation to attract and retain the best talent.

Environmental sustainability is integrated into our business strategy to offer consumers irresistibly superior products that are more sustainable.

Our aim is to deliver balanced top- and bottom-line growth, value creation and key sustainability objectives.

In 2021, the Company announced a 2040 net zero ambition and published a Climate Transition Action

Plan, which describes the Company’s ongoing efforts toward reducing greenhouse gas emissions across scopes 1 and 2 and elements of scope 3.

This includes a long-term objective of net zero emissions for scopes 1 and 2, elements of scope 3 and interim goals to help us pace our progress.

The Company has also declared goals towards using renewable electricity for our operations, reducing use of virgin petroleum-based plastic in packaging, increasing the recyclability or reusability of packaging, responsible sourcing of key forest-based commodities, improving efficiency of water usage in our operations and driving a global portfolio of water restoration projects to address water scarcity.

We use the standards and guidelines of the Global Reporting Initiative, Sustainability Accounting Standards Board (SASB) industry specific standards and the Task Force on Climate-related Financial Disclosures (TCFD) to inform our sustainability and related disclosures included in this Annual Report, our Proxy Statement and our sustainability reports.

The “materiality” thresholds in those standards and guidelines may differ from the concept of “materiality” for purposes of the federal securities laws and disclosures required by the Commission’s rules in this Annual Report.

Today, our products are sold in approximately 180 countries and territories.

P&G includes the website link solely as a textual reference.

consumers and our retail customers in each price tier in which we compete.

and trial of our brands and products in conjunction with our sales force.

For additional information on the potential impacts of global legal and regulatory requirements on our business, see “Item 1A.

Risk Factors” herein.

As of June 30, 2022, 28% of our U.S. employees identify as multicultural.

Environmental sustainability is a key focus area and integrated into P&G’s business strategies.

The Company has declared its focus on developing irresistibly superior products and packages that are sustainable.

The Company announced an ambition to reduce greenhouse gas emissions, purchase renewable electricity for our operations, reduce our use of virgin petroleum-based plastic in our packaging, increase the recyclability or reusability of our packaging and increase responsible sourcing of key forest-based commodities such as wood pulp and palm oil.

For the Fiscal Year Ended June 30, [removed: 2022][added: 2023]

| [removed: 2.000%] [added: 3.250% EUR] Notes due [removed: 2022] [added: 2026] | | | [removed: PG22B] [added: PG26E] | | | New York Stock Exchange | | |

| | | | Large accelerated filer | | | þ | | | [removed: | | | | | |] Accelerated filer | | | ¨ | | | [added: Emerging growth company] | | | [added: ¨] | | |

| | | | Non-accelerated filer | | | ¨ | | | [removed: | | | | | |] Smaller reporting company | | | ¨ | | | [added: FALSE] | | | FALSE | | |

The aggregate market value of the voting stock held by non-affiliates amounted to [removed: $392] [added: $357] billion on December 31, [removed: 2021.][added: 2022.]

There were [removed: 2,389,553,883] [added: 2,357,306,187] shares of Common Stock outstanding as of July 31, [removed: 2022.][added: 2023.]

Portions of the Proxy Statement for the [removed: 2022] [added: 2023] Annual Meeting of Shareholders, which will be filed within one hundred and twenty days of the fiscal year ended June 30, [removed: 2022 (2022] [added: 2023 (2023] Proxy Statement), are incorporated by reference into Part III of this report to the extent described herein.

| PART I | | | Item 1. | | | [removed: [Business](#ie35424fe23e2434fb90bec18717c447d_13)] [added: [Business](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_13)] | | | | | | [removed: [1](#ie35424fe23e2434fb90bec18717c447d_13)] [added: [1](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_13)] | | |

| | | | Item 1A. | | | [Risk [removed: Factors](#ie35424fe23e2434fb90bec18717c447d_16)] [added: Factors](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_16)] | | | | | | [removed: [3](#ie35424fe23e2434fb90bec18717c447d_16)] [added: [3](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_16)] | | |

| | | | Item 1B. | | | [Unresolved Staff [removed: Comments](#ie35424fe23e2434fb90bec18717c447d_19)] [added: Comments](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_19)] | | | | | | [removed: [9](#ie35424fe23e2434fb90bec18717c447d_19)] [added: [9](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_19)] | | |

| | | | Item 2. | | | [removed: [Properties](#ie35424fe23e2434fb90bec18717c447d_22)] [added: [Properties](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_22)] | | | | | | [removed: [9](#ie35424fe23e2434fb90bec18717c447d_22)] [added: [9](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_22)] | | |

| | | | Item 3. | | | [Legal [removed: Proceedings](#ie35424fe23e2434fb90bec18717c447d_25)] [added: Proceedings](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_25)] | | | | | | [removed: [9](#ie35424fe23e2434fb90bec18717c447d_25)] [added: [9](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_25)] | | |

| | | | Item 4. | | | [Mine Safety [removed: Disclosure](#ie35424fe23e2434fb90bec18717c447d_28)] [added: Disclosure](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_28)] | | | | | | [removed: [9](#ie35424fe23e2434fb90bec18717c447d_28)] [added: [9](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_28)] | | |

| | | | | | | [Information about our Executive [removed: Officers](#ie35424fe23e2434fb90bec18717c447d_31)] [added: Officers](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_31)] | | | | | | [removed: [10](#ie35424fe23e2434fb90bec18717c447d_31)] [added: [10](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_31)] | | |

| PART II | | | Item 5. | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ie35424fe23e2434fb90bec18717c447d_37)] [added: Securities](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_37)] | | | | | | [removed: [11](#ie35424fe23e2434fb90bec18717c447d_37)] [added: [11](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_37)] | | |

| | | | Item 6. | | | [Intentionally [removed: Omitted](#ie35424fe23e2434fb90bec18717c447d_40)] [added: Omitted](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_40)] | | | | | | [removed: [12](#ie35424fe23e2434fb90bec18717c447d_40)] [added: [12](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_40)] | | |

| | | | Item 7. | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ie35424fe23e2434fb90bec18717c447d_43)] [added: Operations](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_43)] | | | | | | [removed: [12](#ie35424fe23e2434fb90bec18717c447d_43)] [added: [12](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_43)] | | |

| | | | Item 7A. | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#ie35424fe23e2434fb90bec18717c447d_73)] [added: Risk](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_73)] | | | | | | [removed: [32](#ie35424fe23e2434fb90bec18717c447d_73)] [added: [30](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_73)] | | |

| | | | Item 8. | | | [Financial Statements and Supplementary [removed: Data](#ie35424fe23e2434fb90bec18717c447d_76)] [added: Data](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_76)] | | | | | | [removed: [32](#ie35424fe23e2434fb90bec18717c447d_76)] [added: [31](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_76)] | | |

| | | | | | | [Management's Report and Reports of Independent Registered Public Accounting [removed: Firm](#ie35424fe23e2434fb90bec18717c447d_79)] [added: Firm](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_79)] | | | | | | [removed: [33](#ie35424fe23e2434fb90bec18717c447d_79)] [added: [31](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_79)] | | |

| | | | | | | [Consolidated Statements of [removed: Earnings](#ie35424fe23e2434fb90bec18717c447d_82)] [added: Earnings](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_82)] | | | | | | [removed: [37](#ie35424fe23e2434fb90bec18717c447d_82)] [added: [35](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_82)] | | |

| | | | | | | [Consolidated Statements of Comprehensive [removed: Income](#ie35424fe23e2434fb90bec18717c447d_85)] [added: Income](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_85)] | | | | | | [removed: [38](#ie35424fe23e2434fb90bec18717c447d_85)] [added: [35](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_85)] | | |

| | | | | | | [Consolidated Balance [removed: Sheets](#ie35424fe23e2434fb90bec18717c447d_88)] [added: Sheets](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_88)] | | | | | | [removed: [39](#ie35424fe23e2434fb90bec18717c447d_88)] [added: [36](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_88)] | | |

| | | | | | | [Consolidated Statements of Shareholders' [removed: Equity](#ie35424fe23e2434fb90bec18717c447d_91)] [added: Equity](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_91)] | | | | | | [removed: [40](#ie35424fe23e2434fb90bec18717c447d_91)] [added: [37](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_91)] | | |

| | | | | | | [Consolidated Statements of Cash [removed: Flows](#ie35424fe23e2434fb90bec18717c447d_94)] [added: Flows](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_94)] | | | | | | [removed: [41](#ie35424fe23e2434fb90bec18717c447d_94)] [added: [38](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_94)] | | |

| | | | | | | [Notes to Consolidated Financial [removed: Statements](#ie35424fe23e2434fb90bec18717c447d_97)] [added: Statements](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_97)] | | | | | | [removed: [42](#ie35424fe23e2434fb90bec18717c447d_97)] [added: [39](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_97)] | | |

| | | | | | | [Note 1: Summary of Significant Accounting [removed: Policies](#ie35424fe23e2434fb90bec18717c447d_100)] [added: Policies](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_100)] | | | | | | [removed: [42](#ie35424fe23e2434fb90bec18717c447d_100)] [added: [39](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_100)] | | |

| | | | | | | [Note 2: Segment [removed: Information](#ie35424fe23e2434fb90bec18717c447d_103)] [added: Information](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_103)] | | | | | | [removed: [44](#ie35424fe23e2434fb90bec18717c447d_103)] [added: [41](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_103)] | | |

| | | | | | | [Note 3: Supplemental Financial [removed: Information](#ie35424fe23e2434fb90bec18717c447d_106)] [added: Information](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_106)] | | | | | | [removed: [45](#ie35424fe23e2434fb90bec18717c447d_106)] [added: [44](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_106)] | | |

| | | | | | | [Note 4: Goodwill and Intangible [removed: Assets](#ie35424fe23e2434fb90bec18717c447d_109)] [added: Assets](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_109)] | | | | | | [removed: [47](#ie35424fe23e2434fb90bec18717c447d_109)] [added: [45](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_109)] | | |

| | | | | | | [Note 5: Income [removed: Taxes](#ie35424fe23e2434fb90bec18717c447d_112)] [added: Taxes](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_112)] | | | | | | [removed: [48](#ie35424fe23e2434fb90bec18717c447d_112)] [added: [46](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_112)] | | |

| | | | | | | [Note 6: Earnings Per [removed: Share](#ie35424fe23e2434fb90bec18717c447d_115)] [added: Share](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_115)] | | | | | | [removed: [49](#ie35424fe23e2434fb90bec18717c447d_115)] [added: [48](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_115)] | | |

| | | | | | | [Note 7: [removed: Stock-based Compensation](#ie35424fe23e2434fb90bec18717c447d_118)] [added: S](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_118)[hare](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_118)[\-based Compensation](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_118)] | | | | | | [removed: [50](#ie35424fe23e2434fb90bec18717c447d_118)] [added: [49](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_118)] | | |

| | | | | | | [Note 8: Postretirement Benefits and Employee Stock Ownership [removed: Plan](#ie35424fe23e2434fb90bec18717c447d_121)] [added: Plan](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_121)] | | | | | | [removed: [51](#ie35424fe23e2434fb90bec18717c447d_121)] [added: [51](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_121)] | | |

| | | | | | | [Note 9: Risk Management Activities and Fair Value [removed: Measurements](#ie35424fe23e2434fb90bec18717c447d_124)] [added: Measurements](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_124)] | | | | | | [removed: [57](#ie35424fe23e2434fb90bec18717c447d_124)] [added: [56](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_124)] | | |

| | | | | | | [Note 10: Short-term and Long-term [removed: Debt](#ie35424fe23e2434fb90bec18717c447d_127)] [added: Debt](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_127)] | | | | | | [removed: [60](#ie35424fe23e2434fb90bec18717c447d_127)] [added: [59](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_127)] | | |

| | | | | | | [Note 11: Accumulated Other Comprehensive [removed: Income/(Loss)](#ie35424fe23e2434fb90bec18717c447d_130)] [added: Income/(Loss)](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_130)] | | | | | | [removed: [60](#ie35424fe23e2434fb90bec18717c447d_130)] [added: [60](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_130)] | | |

| | | | | | | [Note 12: [removed: Leases](#ie35424fe23e2434fb90bec18717c447d_133)] [added: Leases](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_133)] | | | | | | [removed: [62](#ie35424fe23e2434fb90bec18717c447d_133)] [added: [60](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_133)] | | |

| | | | | | | [Note 13: Commitments and [removed: Contingencies](#ie35424fe23e2434fb90bec18717c447d_136)] [added: Contingencies](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_136)] | | | | | | [removed: [62](#ie35424fe23e2434fb90bec18717c447d_136)] [added: [61](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_136)] | | |

| | | | Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#ie35424fe23e2434fb90bec18717c447d_142)] [added: Disclosure](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_139)] | | | | | | [removed: [63](#ie35424fe23e2434fb90bec18717c447d_142)] [added: [62](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_139)] | | |

| 3.250% EUR Notes due 2031 | | | PG31B | | | New York Stock Exchange | | |

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | Emerging growth company | | | ¨ | | | | | | FALSE | | |

| | | | | | | [Exhibit Index](#ie35424fe23e2434fb90bec18717c447d_190) | | | | | | [69](#ie35424fe23e2434fb90bec18717c447d_190) | | |

In the U.S., we own and operate [removed: 23] [added: 24] manufacturing sites located in [removed: 17] [added: 18] different states.

In addition, we own and operate [removed: 81] [added: 80] manufacturing sites in [removed: 35] [added: 34] other countries.

Beauty products are manufactured at [removed: 22] [added: 23] of these locations; Grooming products at 17; Health Care products at 20; Fabric & Home Care products at [removed: 38;] [added: 37;] and Baby, Feminine & Family Care products at 37.

We own or lease our principal regional general offices in Switzerland, Panama, Singapore, China and [removed: Dubai.][added: the United Arab Emirates.]

The names, ages and positions held by the Executive Officers of the Company on August [removed: 5, 2022,] [added: 4, 2023,] are:

| Jon R. Moeller | | | | | | Chairman of the Board, President and Chief Executive Officer | | | | | | [removed: 58] [added: 59] | | | | | | 2009 (1) | | |

| Shailesh Jejurikar | | | | | | Chief Operating Officer | | | | | | [removed: 55] [added: 56] | | | | | | 2018 (2) | | |

| Andre Schulten | | | | | | Chief Financial Officer | | | | | | [removed: 51] [added: 52] | | | | | | 2021 (3) | | |

| Gary A. Coombe | | | | | | Chief Executive Officer - Grooming | | | | | | [removed: 58] [added: 59] | | | | | | 2014 (4) | | |

| Jennifer L. Davis | | | | | | Chief Executive Officer - Health Care | | | | | | [removed: 51] [added: 52] | | | | | | 2022 (5) | | |

| Ma. Fatima D. Francisco | | | | | | Chief Executive Officer - Baby, Feminine and Family Care and Executive Sponsor for Gender Equality | | | | | | [removed: 54] [added: 55] | | | | | | 2018 (6) | | |

| R. Alexandra Keith | | | | | | Chief Executive Officer - Beauty and Executive Sponsor for Corporate Sustainability | | | | | | [removed: 54] [added: 55] | | | | | | 2017 (7) | | |

| Sundar Raman | | | | | | Chief Executive Officer - Fabric and Home Care | | | | | | [removed: 47] [added: 48] | | | | | | 2021 (8) | | |

| Victor Aguilar | | | | | | Chief Research, Development and Innovation Officer | | | | | | [removed: 55] [added: 56] | | | | | | 2020 (9) | | |

| [removed: M. Tracey Grabowski] [added: Balaji Purushothaman] | | | | | | Chief Human Resources Officer | | | | | | 54 | | | | | | [removed: 2018] [added: 2023] (10) | | |

| Marc S. Pritchard | | | | | | Chief Brand Officer | | | | | | [removed: 62] [added: 63] | | | | | | 2008 [removed: (] [added: ((] ) | | |

| Susan Street Whaley | | | | | | Chief Legal Officer and Secretary | | | | | | [removed: 48] [added: 49] | | | | | | 2022 (11) | | |

(8)Mr. Raman previously served as [removed: President–Home] [added: President - Home] Care and P&G Professional (2020 - 2021), President - Fabric Care, North America and P&G Professional (2019 - 2020), and Vice President - Fabric Care, North America (2015 - 2019).

(10)Mr. Purushothaman previously served as Senior Vice President - Human Resources, Global Total Rewards, Employee and Labor Relations and Corporate Services (2020 - 2022) and as Senior Vice President - Human Resources, Beauty, Grooming, and Family Care (2015 - 2020).

(10)Ms. Grabowski previously served as Senior Vice President - Human Resources, North America Selling and Market Operations (2015 - 2018).

| Period | | | | | | Total Number of Shares Purchased (1) | | | | | | Average Price Paid per Share (2) | | | | | | Total Number [removed: of Shares] [added: of Shares] Purchased as Part of [removed: Publicly Announced] [added: Publicly Announced] Plans [removed: or Programs] [added: or Programs] (3) | | | | | | Approximate Dollar Value of Shares that May Yet Be Purchased Under Our Share Repurchase Program | | |

(3)On April [removed: 20, 2022,] [added: 21, 2023,] the Company stated that in fiscal year [removed: 2022] [added: 2023] the Company expected to reduce outstanding shares through direct share repurchases at a value of [removed: approximately $10] [added: $7.4 to $8.0] billion, notwithstanding any purchases under the Company's compensation and benefit plans.

The total value of the shares purchased under the share repurchase plan was [removed: $10] [added: $7.4] billion.

The share repurchase plan ended on June 30, [removed: 2022.][added: 2023.]

P&G has been paying a dividend for [removed: 132] [added: 133] consecutive years since its incorporation in 1890 and has increased its dividend for [removed: 66] [added: 67] consecutive years since 1956.

[removed: ][added: ]

As of June 30, [removed: 2022,] [added: 2023,] there were approximately [removed: 5] [added: five] million common stock shareowners, including shareowners of record, participants in P&G stock ownership plans and beneficial owners with accounts at banks and brokerage firms.

The following graph compares the cumulative total return of P&G’s common stock for the five-year period ended June 30, [removed: 2022,] [added: 2023,] against the cumulative total return of the S&P 500 Stock Index (broad market comparison) and the S&P 500 Consumer Staples Index (line of business comparison).

The graph and table assume $100 was invested on June 30, [removed: 2017,] [added: 2018,] and that all dividends were reinvested.

[removed: ][added: ]

| Company Name/Index | | | [removed: 2017 | | |] 2018 | | | 2019 | | | 2020 | | | 2021 | | | 2022 | | | [added: 2023 | | |]

| 4/1/2023 - 4/30/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | (3) | | |

| 5/1/2023 - 5/31/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | (3) | | |

| 6/1/2023 - 6/30/2023 | | | | | | 914,324 | | | | | | $149.95 | | | | | | — | | | | | | (3) | | |

| Total | | | | | | 914,324 | | | | | | $149.95 | | | | | | — | | | | | | (3) | | |

| (in dollars; split-adjusted) | | | 1956 | | | | | | 1963 | | | | | | 1973 | | | | | | 1983 | | | | | | 1993 | | | | | | 2003 | | | | | | 2013 | | | | | | 2023 | | | | | |

| Dividends per share | | | $ | | | 0.01 | | | $ | | | 0.02 | | | $ | | | 0.05 | | | $ | | | 0.14 | | | $ | | | 0.28 | | | $ | | | 0.82 | | | $ | | | 2.29 | | | $ | | | 3.68 | | |

| P&G | | | $ | 100 | | $ | 145 | | $ | 162 | | $ | 188 | | $ | 205 | | $ | 222 | |

| S&P 500 | | | 100 | | | 110 | | | 119 | | | 167 | | | 149 | | | 179 | | |

| S&P 500 Consumer Staples | | | 100 | | | 116 | | | 121 | | | 149 | | | 159 | | | 169 | | |

| 4/1/2022 - 4/30/2022 | | | | | | 3,772,818 | | | | | | $159.03 | | | | | | 3,772,818 | | | | | | (3) | | |

| 5/1/2022 - 5/31/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | (3) | | |

| 6/1/2022 - 6/30/2022 | | | | | | 5,319,017 | | | | | | 140.93 | | | | | | 4,620,153 | | | | | | (3) | | |

| Total | | | | | | 9,091,835 | | | | | | $148.44 | | | | | | 8,392,971 | | | | | | (3) | | |

| (in dollars; split-adjusted) | | | 1956 | | | | | | 1962 | | | | | | 1972 | | | | | | 1982 | | | | | | 1992 | | | | | | 2002 | | | | | | 2012 | | | | | | 2022 | | | | | |

| Dividends per share | | | $ | | | 0.01 | | | $ | | | 0.02 | | | $ | | | 0.05 | | | $ | | | 0.13 | | | $ | | | 0.26 | | | $ | | | 0.76 | | | $ | | | 2.14 | | | $ | | | 3.52 | | |

| P&G | | | $ | 100 | | $ | 93 | | $ | 134 | | $ | 150 | | $ | 174 | | $ | 189 | |

| S&P 500 Stock Index | | | 100 | | | 114 | | | 126 | | | 136 | | | 191 | | | 171 | | |

| S&P 500 Consumer Staples Index | | | 100 | | | 96 | | | 112 | | | 116 | | | 143 | | | 152 | | |

The Procter & Gamble Company 13

Additional key elements of our internal control structure include our Global Leadership Council, which is actively involved in oversight of the business strategies, initiatives, results and controls, our Disclosure Committee, which is responsible for evaluating disclosure implications of significant business activities and events, our Board of Directors, which provides strong and effective corporate governance, and our Audit Committee, which reviews [removed: significant] [added: critical] accounting [removed: policies,] [added: policies and estimates,] financial reporting and internal control matters.

Management assessed the effectiveness of the Company's internal control over financial reporting as of June 30, [removed: 2022,] [added: 2023,] using criteria established in *Internal Control - Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and concluded that the Company maintained effective internal control over financial reporting as of June 30, [removed: 2022,] [added: 2023,] based on these criteria.

Deloitte & Touche LLP, an independent registered public accounting firm, has audited the effectiveness of the Company's internal control over financial reporting as of June 30, [removed: 2022,] [added: 2023,] as stated in their report which is included herein.

We have audited the accompanying Consolidated Balance Sheets of The Procter & Gamble Company and subsidiaries (the "Company") as of June 30, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the related Consolidated Statements of Earnings, Comprehensive Income, Shareholders’ Equity and Cash Flows, for each of the three years in the period ended June 30, [removed: 2022,] [added: 2023,] and the related notes (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended June 30, [removed: 2022,] [added: 2023,] in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of June 30, [removed: 2022,] [added: 2023,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated August [removed: 5, 2022,] [added: 4, 2023,] expressed an unqualified opinion on the Company's internal control over financial reporting.

The Company’s evaluation of [added: the Gillette] indefinite lived intangible [removed: assets] [added: asset (the "Gillette Brand")] for impairment involves the comparison of the fair value [removed: of each indefinite lived intangible asset] to its carrying value.

The Company estimates fair value using the income method, which is based on the present value of estimated future cash flows attributable to the respective [removed: assets.][added: asset.]

The Company performed their annual impairment assessment of the Gillette [removed: brand indefinite lived intangible asset (the “Gillette brand”)] [added: Brand] as of December 31, [removed: 2021.][added: 2022.]

As of June 30, [removed: 2022,] [added: 2023,] the carrying value of [added: the] Gillette [removed: indefinite lived intangible asset] [added: Brand] was $14.1 billion.

We identified the Company’s impairment evaluation of the Gillette [removed: indefinite lived intangible asset] [added: Brand] as a critical audit matter because of the significant judgments made by management to estimate the fair value of the indefinite lived intangible asset.

Our audit procedures related to forecasts of future net sales and earnings and the selection of the royalty rates and discount rate for the Gillette [removed: indefinite lived intangible asset] [added: Brand] included the following, among others:

- We tested the effectiveness of controls over [removed: indefinite lived intangible assets,] [added: the Gillette Brand,] including those over the determination of fair value, such as controls related to management’s development of forecasts of future net sales and earnings, and the selection of royalty rates and discount rate.

- Underlying analysis detailing business strategies and growth [removed: plans including consideration of the effects related to the COVID-19 pandemic.][added: plans.]

- Forecasted information included in [removed: Company press releases as well as in] analyst and industry reports for the Company and certain of its peer companies.

We have audited the internal control over financial reporting of The Procter & Gamble Company and subsidiaries (the "Company") as of June 30, [removed: 2022,] [added: 2023,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, [removed: 2022,] [added: 2023,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended June 30, [removed: 2022,] [added: 2023,] of the Company and our report dated August [removed: 5, 2022,] [added: 4, 2023,] expressed an unqualified opinion on those financial statements.

| Amounts in millions except per share amounts; [removed: Years] [added: fiscal years] ended June 30 | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| NET SALES | | | $ | [removed: 80,187] [added: 82,006] | | | | | $ | [removed: 76,118] [added: 80,187] | | | | | $ | [removed: 70,950] [added: 76,118] | |

| Cost of products sold | | | [removed: 42,157] [added: 42,760] | | | | | | [removed: 37,108] [added: 42,157] | | | | | | [removed: 35,250] [added: 37,108] | | |

| Selling, general and administrative expense | | | [removed: 20,217] [added: 21,112] | | | | | | [removed: 21,024] [added: 20,217] | | | | | | [removed: 19,994] [added: 21,024] | | |

| OPERATING INCOME | | | [removed: 17,813] [added: 18,134] | | | | | | [removed: 17,986] [added: 17,813] | | | | | | [removed: 15,706] [added: 17,986] | | |

| Interest expense | | | [removed: (439)] [added: (756)] | | | | | | [removed: (502)] [added: (439)] | | | | | | [removed: (465)] [added: (502)] | | |

| Interest income | | | [removed: 51] [added: 307] | | | | | | [removed: 45] [added: 51] | | | | | | [removed: 155] [added: 45] | | |

| Other non-operating income, net | | | [removed: 570] [added: 668] | | | | | | [removed: 86] [added: 570] | | | | | | [removed: 438] [added: 86] | | |

| EARNINGS BEFORE INCOME TAXES | | | [removed: 17,995] [added: 18,353] | | | | | | [removed: 17,615] [added: 17,995] | | | | | | [removed: 15,834] [added: 17,615] | | |

| Income taxes | | | [removed: 3,202] [added: 3,615] | | | | | | [removed: 3,263] [added: 3,202] | | | | | | [removed: 2,731] [added: 3,263] | | |

| NET EARNINGS | | | [removed: 14,793] [added: 14,738] | | | | | | [removed: 14,352] [added: 14,793] | | | | | | [removed: 13,103] [added: 14,352] | | |

| Less: Net earnings attributable to noncontrolling interests | | | [removed: 51] [added: 85] | | | | | | [removed: 46] [added: 51] | | | | | | [removed: 76] [added: 46] | | |

| NET EARNINGS ATTRIBUTABLE TO PROCTER & GAMBLE | | | $ | [removed: 14,742] [added: 14,653] | | | | | $ | [removed: 14,306] [added: 14,742] | | | | | $ | [removed: 13,027] [added: 14,306] | |

| NET EARNINGS PER COMMON [removed: SHARE:] [added: SHARE] (1) | | | | | | | | | | | | | | | | | |

| Basic | | | $ | [removed: 6.00] [added: 6.07] | | | | | $ | [removed: 5.69] [added: 6.00] | | | | | $ | [removed: 5.13] [added: 5.69] | |

| Diluted | | | $ | [removed: 5.81] [added: 5.90] | | | | | $ | [removed: 5.50] [added: 5.81] | | | | | $ | [removed: 4.96] [added: 5.50] | |

| Amounts in millions; [removed: Years] [added: fiscal years] ended June 30 | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| NET EARNINGS | | | $ | [removed: 14,793] [added: 14,738] | | | | | $ | [removed: 14,352] [added: 14,793] | | | | | $ | [removed: 13,103] [added: 14,352] | |

| Foreign currency translation (net of tax [added: (benefit)/expense] of [removed: $515, $(266)] [added: $(197), $515] and [removed: $59,] [added: $(266),] respectively) | | | [removed: (1,450)] [added: (71)] | | | | | | [removed: 1,023] [added: (1,450)] | | | | | | [removed: (1,083)] [added: 1,023] | | |

| Unrealized gains/(losses) on investment securities (net of tax [added: (benefit)/expense] of [removed: $1, $5] [added: $(2), $1] and [removed: $(1),] [added: $5,] respectively) | | | [removed: 5] [added: (7)] | | | | | | [removed: 16] [added: 5] | | | | | | [removed: (12)] [added: 16] | | |

| Unrealized [removed: gains/(losses)] [added: gains] on defined benefit postretirement plans (net of tax [added: expense] of [removed: $1,022, $445] [added: $9, $1,022] and [removed: $(42),] [added: $445,] respectively) | | | [removed: 2,992] [added: 40] | | | | | | [removed: 1,386] [added: 2,992] | | | | | | [removed: (150)] [added: 1,386] | | |

| TOTAL OTHER COMPREHENSIVE INCOME/(LOSS), NET OF TAX | | | [removed: 1,547] [added: (38)] | | | | | | [removed: 2,425] [added: 1,547] | | | | | | [removed: (1,245)] [added: 2,425] | | |

| August 4, 2023 | | |

The Procter & Gamble Company 33

| August 4, 2023 | | |

| August 4, 2023 | | |

| Net earnings | | | | | | | | | | | | | | | | | | | | | | | | 14,653 | | | 85 | | | 14,738 | | |

| Common | | | | | | | | | | | | | | | | | | | | | | | | (8,742) | | | | | | (8,742) | | |

| Preferred | | | | | | | | | | | | | | | | | | | | | | | | (282) | | | | | | (282) | | |

| Treasury stock purchases | | | (52,021) | | | | | | | | | | | | | | | | | | (7,353) | | | | | | | | | (7,353) | | |

| Employee stock plans | | | 17,424 | | | | | | | | | 758 | | | | | | | | | 978 | | | | | | | | | 1,736 | | |

| BALANCE JUNE 30, 2023 | | | 2,362,120 | | | $4,009 | | | $819 | | | $66,556 | | | ($821) | | | ($12,220) | | | ($129,736) | | | $118,170 | | | $288 | | | $47,065 | | |

| Amounts in millions; fiscal years ended June 30 | | | 2023 | | | | | | 2022 | | | | | | 2021 | | |

| Other investing activity | | | 281 | | | | | | 3 | | | | | | (55) | | |

$8.2 billion in 2021.

In September 2022, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2022-04, "Liabilities - Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations".

This guidance requires annual and interim disclosures for entities that use supplier finance programs in connection with the purchase of goods and services.

These amendments are effective for fiscal years beginning after December 15, 2022, except for the amendment on rollforward information, which is effective for fiscal years beginning after December 15, 2023.

We will adopt the guidance effective July 1, 2023.

Additional disclosures will be included in the Notes to the Consolidated Financial Statements.

(2)Effective July 1, 2022, the Grooming Sector Business Unit completed the full integration of its Shave Care and Appliances categories to cohesively serve consumers' grooming needs.

This transition included the integration of the management team, strategic decision-making, innovation plans, financial targets, budgets and internal management reporting.

For the fiscal years ended June 30, 2022 and 2021, Appliances was presented in Other.

| BEAUTY | | | 2023 | | | | | | $ | 15,008 | | | | | $ | 4,009 | | | | | $ | 3,178 | | | | | $ | 376 | | | | | $ | 6,196 | | | | | $ | 287 | |

| GROOMING | | | 2023 | | | | | | 6,419 | | | | | | 1,806 | | | | | | 1,461 | | | | | | 335 | | | | | | 20,601 | | | | | | 300 | | |

| HEALTH CARE | | | 2023 | | | | | | 11,226 | | | | | | 2,759 | | | | | | 2,125 | | | | | | 352 | | | | | | 8,480 | | | | | | 466 | | |

| FABRIC & HOME CARE | | | 2023 | | | | | | 28,371 | | | | | | 6,303 | | | | | | 4,828 | | | | | | 675 | | | | | | 8,669 | | | | | | 979 | | |

| BABY, FEMININE & FAMILY CARE | | | 2023 | | | | | | 20,217 | | | | | | 4,623 | | | | | | 3,545 | | | | | | 804 | | | | | | 8,517 | | | | | | 994 | | |

| CORPORATE | | | 2023 | | | | | | 765 | | | | | | (1,147) | | | | | | (399) | | | | | | 172 | | | | | | 68,366 | | | | | | 36 | | |

| TOTAL COMPANY | | | 2023 | | | | | | $ | 82,006 | | | | | $ | 18,353 | | | | | $ | 14,738 | | | | | $ | 2,714 | | | | | $ | 120,829 | | | | | $ | 3,062 | |

| Derivative liabilities | | | 631 | | | | | | 1 | | |

| Other | | | 3,150 | | | | | | 2,939 | | |

| Derivative liabilities | | | 445 | | | | | | 307 | | |

| Other | | | 530 | | | | | | 490 | | |

Of the

| Cost paid/settled | | | (141) | | | (43) | | | (118) | | | (302) | | |

| RESERVE JUNE 30, 2023 | | | $ | 155 | | $ | — | | $ | 19 | | $ | 174 | |

| Grooming | | | 17 | | | 14 | | | 25 | | |

| Translation and other | | | 187 | | | 132 | | | 129 | | | 13 | | | 60 | | | 521 | | |

| Balance at June 30, 2023 - Net (1) | | | $ | 13,888 | | $ | 12,703 | | $ | 7,718 | | $ | 1,821 | | $ | 4,529 | | $ | 40,659 | |

| | | | 2023 | | | | | | | | | 2022 | | | | | |

| TOTAL INTANGIBLE ASSETS | | | $ | 30,039 | | $ | (6,256) | | | | | $ | 29,952 | | $ | (6,273) | |

| August 5, 2022 | | |

See accompanying Notes to Consolidated Financial Statements.

| BALANCE JUNE 30, 2019 | | | 2,504,751 | | | $4,009 | | | $928 | | | $63,827 | | | ($1,146) | | | ($14,936) | | | ($100,406) | | | $94,918 | | | $385 | | | $47,579 | | |

| Net earnings | | | | | | | | | | | | | | | | | | | | | | | | 13,027 | | | 76 | | | 13,103 | | |

| Common | | | | | | | | | | | | | | | | | | | | | | | | (7,551) | | | | | | (7,551) | | |

| Preferred | | | | | | | | | | | | | | | | | | | | | | | | (263) | | | | | | (263) | | |

| Employee stock plans | | | 32,603 | | | | | | | | | 362 | | | | | | | | | 2,212 | | | | | | | | | 2,574 | | |

| Purchases of investment securities | | | — | | | | | | (55) | | | | | | — | | |

| Proceeds from sales and maturities of investment securities | | | — | | | | | | — | | | | | | 6,151 | | |

| Change in other investments | | | 3 | | | | | | — | | | | | | (5) | | |

| Treasury stock purchases | | | (10,003) | | | | | | (11,009) | | | | | | (7,405) | | |

However, regarding

first-in, first-out method.

In March 2020, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2020-04, "Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting." In January 2021, the FASB issued ASU 2021-01, "Reference Rate Reform (Topic 848): Scope." The amendments were effective upon issuance and provide optional expedients and exceptions for applying generally accepted accounting principles (GAAP) to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met.

We have completed our evaluation of significant contracts.

Most contracts reviewed will mature prior to the termination of LIBOR or will be modified to apply a new reference rate, primarily the Secured Overnight Financing Rate (SOFR) where applicable.

As a result, the guidance has not had, and is not expected to have, a material impact on the Company's Consolidated Financial Statements.

In November 2021, the FASB issued ASU 2021-10, "Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance".

This guidance requires annual disclosures for transactions with a government authority that are accounted for by applying a grant or contribution model.

These amendments are effective for annual periods beginning after December 15, 2021, with early adoption permitted.

We plan to adopt the standard for the fiscal year ending June 30, 2023.

We are currently assessing the impact of this guidance and do not expect a material impact at this time.

| Shave Care | | | 6% | | | | | | 7% | | | | | | 7% | | |

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | 2020 | | | | | | 13,359 | | | | | | 3,437 | | | | | | 2,737 | | | | | | 320 | | | | | | 5,531 | | | | | | 397 | | |

| | | | 2020 | | | | | | 6,069 | | | | | | 1,613 | | | | | | 1,329 | | | | | | 406 | | | | | | 20,589 | | | | | | 305 | | |

| | | | 2020 | | | | | | 9,028 | | | | | | 2,156 | | | | | | 1,652 | | | | | | 350 | | | | | | 7,726 | | | | | | 338 | | |

| | | | 2020 | | | | | | 23,735 | | | | | | 5,426 | | | | | | 4,154 | | | | | | 605 | | | | | | 7,745 | | | | | | 887 | | |

| | | | 2020 | | | | | | 18,364 | | | | | | 4,534 | | | | | | 3,465 | | | | | | 839 | | | | | | 8,628 | | | | | | 764 | | |

| | | | 2020 | | | | | | 395 | | | | | | (1,332) | | | | | | (234) | | | | | | 493 | | | | | | 70,481 | | | | | | 382 | | |

| | | | 2020 | | | | | | 70,950 | | | | | | 15,834 | | | | | | 13,103 | | | | | | 3,013 | | | | | | 120,700 | | | | | | 3,073 | | |

| Other | | | 2,940 | | | | | | 3,104 | | |

| Other | | | 797 | | | | | | 579 | | |

| RESERVE JUNE 30, 2020 | | | $ | 285 | | $ | — | | $ | 187 | | $ | 472 | |

| Cost paid/settled | | | (236) | | | (24) | | | (264) | | | (524) | | |

Accordingly, all of the charges are included within the Corporate reportable segment.

(2) Fiscal 2020 includes incremental restructuring charges above ongoing programs and tied to a multi-year productivity and cost savings plan (announced in 2017) to further reduce costs in the areas of supply chain, certain marketing activities and overhead expense.

| BALANCE AT JUNE 30, 2020 - NET (1) | | | $ | 12,902 | | $ | 12,815 | | $ | 7,786 | | $ | 1,841 | | $ | 4,557 | | $ | 39,901 | |

| Translation and other | | | 355 | | | 280 | | | 244 | | | 32 | | | 96 | | | 1,007 | | |

Reports on Internal Control over Financial Reporting.

The information required by this item is incorporated by reference to "Management's Report on Internal Control over Financial Reporting" and "Report of Independent Registered Public Accounting Firm" included in Item 8 of this Form 10-K.

[removed: 64] The Procter & Gamble Company [added: 63]

The information required by this item is incorporated by reference to the following sections of the [removed: 2022] [added: 2023] Proxy Statement filed pursuant to Regulation 14A, which will be filed no later than 120 days after June 30, [removed: 2022:] [added: 2023:] the section entitled Election of Directors; the subsection of the Corporate Governance section entitled Board Meetings and Committees of the Board; the subsection of the Corporate Governance section entitled Code of Ethics; and the subsection of the Other Matters section entitled Shareholder Recommendations or Nominations of Director Candidates.

The information required by this item is incorporated by reference to the following sections of the [removed: 2022] [added: 2023] Proxy Statement filed pursuant to Regulation 14A, which will be filed no later than 120 days after June 30, [removed: 2022:] [added: 2023:] the subsections of the Corporate Governance section entitled Board Meetings and Committees of the Board, Compensation Committee Interlocks and Insider Participation, and [removed: The Board's Oversight of] Risk [added: Oversight] - Compensation-Related Risk; and the portion beginning with the section entitled Director Compensation up to but not including the section entitled [removed: Security Ownership of Management and Certain Beneficial Owners.][added: Pay Versus Performance.]

The following table gives information about the Company's common stock that may be issued upon the exercise of options, warrants and rights under all of the Company's equity compensation plans as of June 30, [removed: 2022.][added: 2023.]

| Restricted Stock Units (RSUs)/Performance Stock Units (PSUs) | | | [removed: 6,448,414] [added: 6,430,184] | | | | | | N/A | | | | | | (1) | | |

Total shares available for future issuance under this plan is [removed: 119] [added: 96] million.

Additional information required by this item is incorporated by reference to the following section of the [removed: 2022] [added: 2023] Proxy Statement filed pursuant to Regulation 14A, which will be filed no later than 120 days after June 30, [removed: 2022:] [added: 2023:] the subsection of the Beneficial Ownership section entitled Security Ownership of Management and Certain Beneficial Owners.

| Stock Options/Stock Appreciation Rights | | | 121,226,313 | | | | | | $104.1900 | | | | | | (1) | | |

| TOTAL | | | 127,656,497 | | | | | | $104.1900 | | | (2) | | | | | |

| Stock Options/Stock Appreciation Rights | | | 126,737,581 | | | | | | $99.5228 | | | | | | (1) | | |

| TOTAL | | | 133,185,995 | | | | | | $99.5228 | | | (2) | | | | | |

The information required by this item is incorporated by reference to the following sections of the [removed: 2022] [added: 2023] Proxy Statement filed pursuant to Regulation 14A, which will be [added: filed no later than 120 days after June 30, 2023: the subsections of the Corporate Governance section entitled Director Independence and Review and Approval of Transactions with Related Persons.]

filed no later than 120 days after June 30, 2022: the subsections of the Corporate Governance section entitled Director Independence and Review and Approval of Transactions with Related Persons.

The information required by this item is incorporated by reference to the following section of the [removed: 2022] [added: 2023] Proxy Statement filed pursuant to Regulation 14A, which will be filed no later than 120 days after June 30, [removed: 2022:] [added: 2023:] Report of the Audit Committee, which ends with the subsection entitled Services Provided by Deloitte.

[added: 64] The Procter & Gamble Company [removed: 65]

- Consolidated Statements of Earnings - for [added: fiscal] years ended June 30, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020][added: 2021]

- Consolidated Statements of Comprehensive Income - for [added: fiscal] years ended June 30, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020][added: 2021]

- Consolidated Balance Sheets - as of June 30, [removed: 2022] [added: 2023] and [removed: 2021][added: 2022]

- Consolidated Statements of Shareholders' Equity - for [added: fiscal] years ended June 30, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020][added: 2021]

- Consolidated Statements of Cash Flows - for [added: fiscal] years ended June 30, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020][added: 2021]

| Exhibit [removed: (3-1)] [added: [(3-1)](http://www.sec.gov/Archives/edgar/data/80424/000008042416000212/fy151610-kexhibit3x1.htm)] - | | | | | | [removed: Amended] [added: [Amended] Articles of Incorporation (as amended by shareholders at the annual meeting on October 11, 2011 and consolidated by the Board of Directors on April 8, 2016) (Incorporated by reference to Exhibit (3-1) of the Company's Annual Report on Form 10-K for the year ended June 30, [removed: 2016).] [added: 2016)](http://www.sec.gov/Archives/edgar/data/80424/000008042416000212/fy151610-kexhibit3x1.htm).] | | |

| [removed: (3-2)] [added: [(3-2)](http://www.sec.gov/Archives/edgar/data/80424/000008042422000109/pgregulations.htm)] - | | | | | | [removed: Regulations] [added: [Regulations] (as approved by the Board of Directors [removed: on April 8, 2016,] [added: on](http://www.sec.gov/Archives/edgar/data/80424/000008042422000109/pgregulations.htm) [Dece](http://www.sec.gov/Archives/edgar/data/80424/000008042422000109/pgregulations.htm)[mber](http://www.sec.gov/Archives/edgar/data/80424/000008042422000109/pgregulations.htm) [](http://www.sec.gov/Archives/edgar/data/80424/000008042422000109/pgregulations.htm)[13](http://www.sec.gov/Archives/edgar/data/80424/000008042422000109/pgregulations.htm)[, 20](http://www.sec.gov/Archives/edgar/data/80424/000008042422000109/pgregulations.htm)[22](http://www.sec.gov/Archives/edgar/data/80424/000008042422000109/pgregulations.htm)[,] pursuant to authority granted by shareholders at the annual meeting on October 13, 2009) (Incorporated by reference to Exhibit (3-2) of the [removed: Company's Annual Report] [added: Company's](http://www.sec.gov/Archives/edgar/data/80424/000008042422000109/pgregulations.htm) [Current](http://www.sec.gov/Archives/edgar/data/80424/000008042422000109/pgregulations.htm) [Report] on [removed: Form 10-K for the year ended June 30, 2016).] [added: Form](http://www.sec.gov/Archives/edgar/data/80424/000008042422000109/pgregulations.htm) [8](http://www.sec.gov/Archives/edgar/data/80424/000008042422000109/pgregulations.htm)[\-K f](http://www.sec.gov/Archives/edgar/data/80424/000008042422000109/pgregulations.htm)[iled December 13,](http://www.sec.gov/Archives/edgar/data/80424/000008042422000109/pgregulations.htm) [2022](http://www.sec.gov/Archives/edgar/data/80424/000008042422000109/pgregulations.htm)[)](http://www.sec.gov/Archives/edgar/data/80424/000008042422000109/pgregulations.htm).] | | |

| Exhibit [removed: (4-1)] [added: [(4-1)](http://www.sec.gov/Archives/edgar/data/80424/000008042415000070/fy141510-kexhibit4x1.htm)] - | | | | | | [removed: Indenture,] [added: [Indenture,] dated as of September 3, 2009, between the Company and Deutsche Bank Trust Company Americas, as Trustee (Incorporated by reference to Exhibit (4-1) of the Company's Annual Report on Form 10-K for the year ended June 30, [removed: 2015).] [added: 2015)](http://www.sec.gov/Archives/edgar/data/80424/000008042415000070/fy141510-kexhibit4x1.htm).] | | |

| [removed: (4-3)] [added: [(4-3)](http://www.sec.gov/Archives/edgar/data/80424/000008042419000050/fy181910-kexhibit4x3.htm)] - | | | | | | [removed: Description] [added: [Description] of the Company’s Common Stock (Incorporated by reference to Exhibit (4-3) of the Company’s Annual report on Form 10-K for the year ended June 30, [removed: 2019).] [added: 2019)](http://www.sec.gov/Archives/edgar/data/80424/000008042419000050/fy181910-kexhibit4x3.htm).] | | |

| [removed: (4-4)] [added: [(4-4)](http://www.sec.gov/Archives/edgar/data/80424/000008042419000050/fy181910-kexhibit4x4.htm)] - | | | | | | [removed: Description] [added: [Description] of the Company’s 0.625% Notes due 2024, 1.200% Notes due 2028, and 1.875% Notes due 2038 (Incorporated by reference to Exhibit (4-4) of the Company’s Annual report on Form 10-K for the year ended June 30, [removed: 2019).] [added: 2019)](http://www.sec.gov/Archives/edgar/data/80424/000008042419000050/fy181910-kexhibit4x4.htm).] | | |

| [removed: (4-5)] [added: [(4-5)](http://www.sec.gov/Archives/edgar/data/80424/000008042421000100/fy202110-kexhibit4x5.htm)] - | | | | | | [removed: Description] [added: [Description] of the Company’s 4.875% EUR notes due May 2027, 6.250% GBP notes due January 2030, and 5.250% GBP notes due January 2033 (Incorporated by reference to Exhibit (4-5) of the Company’s Annual report on Form 10-K for the year ended June 30, [removed: 2021).] [added: 2021)](http://www.sec.gov/Archives/edgar/data/80424/000008042421000100/fy202110-kexhibit4x5.htm).] | | |

| [removed: (4-6)] [added: [(4-6)](http://www.sec.gov/Archives/edgar/data/80424/000008042419000050/fy181910-kexhibit4x6.htm)] - | | | | | | [removed: Description] [added: [Description] of the Company’s 0.500% Notes due 2024 and 1.250% Notes due 2029 (Incorporated by reference to Exhibit (4-6) of the Company’s Annual report on Form 10-K for the year ended June 30, [removed: 2019).] [added: 2019)](http://www.sec.gov/Archives/edgar/data/80424/000008042419000050/fy181910-kexhibit4x6.htm).] | | |

| [removed: (4-7)] [added: [(4-7)](http://www.sec.gov/Archives/edgar/data/80424/000008042419000050/fy181910-kexhibit4x7.htm)] - | | | | | | [removed: Description] [added: [Description] of the Company’s 1.375% Notes due 2025 and 1.800% Notes due 2029 (Incorporated by reference to Exhibit (4-7) of the Company’s Annual report on Form 10-K for the year ended June 30, [removed: 2019).] [added: 2019)](http://www.sec.gov/Archives/edgar/data/80424/000008042419000050/fy181910-kexhibit4x7.htm).] | | |

| [removed: (4-8)] [added: [(4-8)](http://www.sec.gov/Archives/edgar/data/80424/000008042419000050/fy181910-kexhibit4x8.htm)] - | | | | | | [removed: Description] [added: [Description] of the Company’s 1.125% Notes due 2023 (Incorporated by reference to Exhibit (4-8) of the Company’s Annual report on Form 10-K for the year ended June 30, [removed: 2019).] [added: 2019)](http://www.sec.gov/Archives/edgar/data/80424/000008042419000050/fy181910-kexhibit4x8.htm).] | | |

| [removed: (4-9)] [added: [(4-9)](http://www.sec.gov/Archives/edgar/data/80424/000008042422000064/fy212210-kexhibit4x10.htm)] - | | | | | | [removed: Description] [added: [Description] of the [removed: Company’s 2.000%] [added: Company's 0.350% EUR] Notes due [removed: 2022] [added: 2030 and 0.900% EUR Notes due 2041] (Incorporated by reference to Exhibit [removed: (4-11)] [added: (4-10)] of the [removed: Company’s] [added: Company's] Annual [removed: report] [added: Report] on Form 10-K for the year ended June 30, [removed: 2019).] [added: 2022)](http://www.sec.gov/Archives/edgar/data/80424/000008042422000064/fy212210-kexhibit4x10.htm).] | | |

| Exhibit [removed: (10-1)] [added: [(10-1)](http://www.sec.gov/Archives/edgar/data/80424/000008042418000055/fy171810-kexhibit10x1.htm)] - | | | | | | [removed: The] [added: [The] Procter & Gamble 2001 Stock and Incentive Compensation Plan (as amended), which was originally adopted by shareholders at the annual meeting on October 9, 2001 (Incorporated by reference to Exhibit (10-1) of the Company’s Annual Report on Form 10-K for the year ended June 30, [removed: 2018).*] [added: 2018)](http://www.sec.gov/Archives/edgar/data/80424/000008042418000055/fy171810-kexhibit10x1.htm).*] | | |

| [removed: (10-2)] [added: [(10-2)](http://www.sec.gov/Archives/edgar/data/80424/000008042413000012/ond12exhibit10-1.htm)] - | | | | | | [removed: The] [added: [The] Procter & Gamble 2001 Stock and Incentive Compensation Plan related correspondence and terms and conditions (Incorporated by reference to Exhibit (10-1) of the Company's Form 10-Q for the quarter ended December 31, [removed: 2013).*] [added: 2013)](http://www.sec.gov/Archives/edgar/data/80424/000008042413000012/ond12exhibit10-1.htm).*] | | |

| [removed: (10-3)] [added: [(10-3)](http://www.sec.gov/Archives/edgar/data/80424/000008042418000055/fy171810-kexhibit10x2.htm)] - | | | | | | [removed: The] [added: [The] Procter & Gamble 1992 Stock Plan (as amended December 11, 2001), which was originally adopted by the shareholders at the annual meeting on October 12, 1992 (Incorporated by reference to Exhibit (10-2) of the Company’s Annual Report on Form 10-K for the year ended June 30, [removed: 2018).*] [added: 2018)](http://www.sec.gov/Archives/edgar/data/80424/000008042418000055/fy171810-kexhibit10x2.htm).*] | | |

| [removed: (10-4)] [added: [(10-4)](http://www.sec.gov/Archives/edgar/data/80424/000008042418000055/fy171810-kexhibit10x3.htm)] - | | | | | | [removed: The] [added: [The] Procter & Gamble Executive Group Life Insurance Policy (Incorporated by reference to Exhibit (10-3) of the Company’s Annual Report on Form 10-K for the year ended June 30, [removed: 2018).*] [added: 2018)](http://www.sec.gov/Archives/edgar/data/80424/000008042418000055/fy171810-kexhibit10x3.htm).*] | | |

| [removed: (10-5)] [added: [(10-5)](http://www.sec.gov/Archives/edgar/data/80424/000008042420000017/fy1920q2ond10-qexhibit4.htm)] - | | | | | | [removed: Summary] [added: [Summary] of the Company’s Retirement Plan Restoration Program (Incorporated by reference to Exhibit (10-5) of the Company's Form 10-Q for the quarter ended December 31, [removed: 2019).*] [added: 2019)](http://www.sec.gov/Archives/edgar/data/80424/000008042420000017/fy1920q2ond10-qexhibit4.htm).*] | | |

| [removed: (10-6)] [added: [(10-22)](http://www.sec.gov/Archives/edgar/data/80424/000008042421000129/fy2122q1jas10-qexhibit10x4.htm)] - | | | | | | [removed: Retirement Plan Restoration] [added: [Performance Stock] Program related correspondence and terms and conditions (Incorporated by reference to Exhibit [removed: (10-8)] [added: (10-4)] of the [removed: Company's] [added: Company’s] Form 10-Q for the quarter ended September 30, [removed: 2015).*] [added: 2021)](http://www.sec.gov/Archives/edgar/data/80424/000008042421000129/fy2122q1jas10-qexhibit10x4.htm).*] | | |

| [removed: (10-7)] [added: [(10-7)](http://www.sec.gov/Archives/edgar/data/80424/000008042420000097/fy2021q1jas10-qexhibit6.htm)] - | | | | | | [removed: Summary] [added: [Summary] of the Company’s Long-Term Incentive Program (Incorporated by reference to Exhibit (10-3) of the Company's Form 10-Q for the quarter ended September 30, [removed: 2020).*] [added: 2020)](http://www.sec.gov/Archives/edgar/data/80424/000008042420000097/fy2021q1jas10-qexhibit6.htm).*] | | |

| [removed: (10-8)] [added: [(10-8)](http://www.sec.gov/Archives/edgar/data/80424/000008042421000129/fy2122q1jas10-qexhibit10x3.htm)] - | | | | | | [removed: Long-Term] [added: [Long-Term] Incentive Program related correspondence and terms and conditions (Incorporated by reference to Exhibit (10-3) of the Company's Form 10-Q for the quarter ended September 30, [removed: 2021).*] [added: 2021)](http://www.sec.gov/Archives/edgar/data/80424/000008042421000129/fy2122q1jas10-qexhibit10x3.htm).*] | | |

| [removed: (10-9)] [added: [(10-9)](http://www.sec.gov/Archives/edgar/data/80424/000008042420000038/fy1920q3jfm10-qexhibit.htm)] - | | | | | | [removed: The] [added: [The] Procter & Gamble Company Executive Deferred Compensation Plan (Incorporated by reference to Exhibit (10-2) of the Company's Form 10-Q for the quarter ended March 31, [removed: 2020).*] [added: 2020)](http://www.sec.gov/Archives/edgar/data/80424/000008042420000038/fy1920q3jfm10-qexhibit.htm).*] | | |

| [removed: (10-11)] [added: [(10-11)](http://www.sec.gov/Archives/edgar/data/80424/000008042421000129/fy2122q1jas10-qexhibit10x2.htm)] - | | | | | | [removed: Short] [added: [Short] Term Achievement Reward Program – related correspondence and terms and conditions (Incorporated by reference to Exhibit (10-2) of the Company's Form 10-Q for the quarter ended September 30, [removed: 2021).*] [added: 2021)](http://www.sec.gov/Archives/edgar/data/80424/000008042421000129/fy2122q1jas10-qexhibit10x2.htm).*] | | |

| [removed: (10-14)] [added: [(10-14)](http://www.sec.gov/Archives/edgar/data/80424/000008042421000129/fy2122q1jas10-qexhibit10x5.htm)] - | | | | | | [removed: Summary] [added: [Summary] of personal benefits available to certain officers and non-employee directors (Incorporated by reference to Exhibit (10-5) of the Company's Form 10-Q for the quarter ended September 30, [removed: 2021).*] [added: 2021)](http://www.sec.gov/Archives/edgar/data/80424/000008042421000129/fy2122q1jas10-qexhibit10x5.htm).*] | | |

| [removed: (10-15)] [added: [(10-15)](http://www.sec.gov/Archives/edgar/data/80424/000008042417000047/fy161710-kexhibit10x18.htm)] - | | | | | | [removed: The] [added: [The] Gillette Company Deferred Compensation Plan (Incorporated by reference to Exhibit (10-18) of the Company’s Annual Report on Form 10-K for the year ended June 30, [removed: 2017).*] [added: 2017)](http://www.sec.gov/Archives/edgar/data/80424/000008042417000047/fy161710-kexhibit10x18.htm).*] | | |

| [removed: (10-16)] [added: [(10-16)](http://www.sec.gov/Archives/edgar/data/80424/000008042418000055/fy171810-kexhibit10x19.htm)] - | | | | | | [removed: Senior] [added: [Senior] Executive Recoupment Policy (Incorporated by reference to Exhibit (10-19) of the Company’s Annual Report on Form 10-K for the year ended June 30, [removed: 2018).*] [added: 2018)](http://www.sec.gov/Archives/edgar/data/80424/000008042418000055/fy171810-kexhibit10x19.htm).*] | | |

| [removed: (10-17)] [added: [(10-17)](http://www.sec.gov/Archives/edgar/data/80424/000008042417000047/fy161710-kexhibit10x20.htm)] - | | | | | | [removed: The] [added: [The] Gillette Company Deferred Compensation Plan (for salary deferrals prior to January 1, 2005) as amended through August 21, 2006 (Incorporated by reference to Exhibit (10-20) of the Company's Annual Report on Form 10-K for the year ended June 30, [removed: 2017).*] [added: 2017)](http://www.sec.gov/Archives/edgar/data/80424/000008042417000047/fy161710-kexhibit10x20.htm).*] | | |

| [removed: (10-18)] [added: [(10-18)](http://www.sec.gov/Archives/edgar/data/80424/000008042417000047/fy161710-kexhibit10x21.htm)] - | | | | | | [removed: The] [added: [The] Procter & Gamble 2009 Stock and Incentive Compensation Plan, which was originally adopted by shareholders at the annual meeting on October 13, 2009 (Incorporated by reference to Exhibit (10-21) of the Company's Annual Report on Form 10-K for the year ended June 30, [removed: 2017).*] [added: 2017)](http://www.sec.gov/Archives/edgar/data/80424/000008042417000047/fy161710-kexhibit10x21.htm).*] | | |

| [removed: (10-19)] [added: [(10-19)](http://www.sec.gov/Archives/edgar/data/80424/000008042418000055/fy171810-kexhibit10x21.htm)] - | | | | | | [removed: Regulations] [added: [Regulations] of the Compensation and Leadership Development Committee for The Procter & Gamble 2009 Stock and Incentive Compensation Plan, The Procter & Gamble 2001 Stock and Incentive Compensation Plan, The Procter & Gamble 1992 Stock Plan, The Procter & Gamble 1992 Stock Plan (Belgium Version), The Gillette Company 2004 Long-Term Incentive Plan and the Gillette Company 1971 Stock Option Plan (Incorporated by reference to Exhibit (10-21) of the Company’s Annual Report on Form 10-K for the year ended June 30, [removed: 2018).*] [added: 2018)](http://www.sec.gov/Archives/edgar/data/80424/000008042418000055/fy171810-kexhibit10x21.htm).*] | | |

| [removed: (10-20)] [added: [(10-20)](http://www.sec.gov/Archives/edgar/data/80424/000008042414000012/ond13exhibit10-2.htm)] - | | | | | | [removed: The] [added: [The] Procter & Gamble 2009 Stock and Incentive Compensation Plan - Additional terms and conditions and related correspondence (Incorporated by reference to Exhibit (10-2) of the Company Form 10-Q for the quarter ended December 31, [removed: 2013).*] [added: 2013)](http://www.sec.gov/Archives/edgar/data/80424/000008042414000012/ond13exhibit10-2.htm).*] | | |

| [removed: (10-21)] [added: [(10-21)](http://www.sec.gov/Archives/edgar/data/80424/000008042420000097/fy2021q1jas10-qexhibit10.htm)] - | | | | | | [removed: The] [added: [The] Procter & Gamble Performance Stock Program Summary (Incorporated by reference to Exhibit (10-5) of the Company's Form 10-Q for the quarter ended September 30, [removed: 2020).*] [added: 2020)](http://www.sec.gov/Archives/edgar/data/80424/000008042420000097/fy2021q1jas10-qexhibit10.htm).*] | | |

| [removed: (10-23)] [added: [(10-23)](http://www.sec.gov/Archives/edgar/data/80424/000008042414000012/ond13exhibit10-3.htm)] - | | | | | | [removed: The] [added: [The] Procter & Gamble 2013 Non-Employee Directors' Stock Plan (Incorporated by reference to Exhibit (10-3) of the Company's Form 10-Q for the quarter ended December 31, [removed: 2013).] [added: 2013)](http://www.sec.gov/Archives/edgar/data/80424/000008042414000012/ond13exhibit10-3.htm).] * | | |

| [removed: (10-24)] [added: [(10-24)](http://www.sec.gov/Archives/edgar/data/80424/000008042416000212/fy151610-kexhibit10x25.htm)] - | | | | | | [removed: The] [added: [The] Procter & Gamble 2014 Stock and Incentive Compensation Plan, which was originally adopted by shareholders at the annual meeting on October 14, 2014 (Incorporated by reference to Exhibit (10-25) of the Company's Annual Report on Form 10-K for the year ended June 30, [removed: 2016).*] [added: 2016)](http://www.sec.gov/Archives/edgar/data/80424/000008042416000212/fy151610-kexhibit10x25.htm).*] | | |

| [removed: (10-25)] [added: [(10-25)](http://www.sec.gov/Archives/edgar/data/80424/000008042420000017/fy1920q2ond10-qexhibit8.htm)] - | | | | | | [removed: Regulations] [added: [Regulations] of the Compensation and Leadership Development Committee for The Procter & Gamble 2019 Stock and Incentive Compensation Plan and The Procter & Gamble 2014 Stock and Incentive Compensation Plan (Incorporated by reference to Exhibit (10-1) of the Company's Form 10-Q for the quarter ended December 31, [removed: 2019).*] [added: 2019)](http://www.sec.gov/Archives/edgar/data/80424/000008042420000017/fy1920q2ond10-qexhibit8.htm).*] | | |

The Procter & Gamble Company [removed: 67][added: 65]

| [removed: (10-26)] [added: [(10-26)](http://www.sec.gov/Archives/edgar/data/80424/000008042417000047/fy161710-kexhibit10x26.htm)] - | | | | | | [removed: The] [added: [The] Procter & Gamble 2014 Stock and Incentive Compensation Plan - Additional terms and conditions (Incorporated by reference to Exhibit (10-26) of the Company's Annual Report on Form 10-K for the year ended June 30, [removed: 2017).*] [added: 2017)](http://www.sec.gov/Archives/edgar/data/80424/000008042417000047/fy161710-kexhibit10x26.htm).*] | | |

| [removed: (10-27)] [added: [(10-27)](http://www.sec.gov/Archives/edgar/data/80424/000008042419000077/pg2019stockincentivecompplan.htm)] - | | | | | | [removed: The] [added: [The] Procter & Gamble 2019 Stock and Incentive Compensation Plan, which was originally adopted by shareholders at the annual meeting on October 8, 2019 (Incorporated by reference to Exhibit (10-1) of the Company’s Current Report on Form 8-K filed October 11, [removed: 2019).*] [added: 2019)](http://www.sec.gov/Archives/edgar/data/80424/000008042419000077/pg2019stockincentivecompplan.htm).*] | | |

| [removed: (10-28)] [added: [(10-28)](http://www.sec.gov/Archives/edgar/data/80424/000008042421000100/fy202110-kexhibit10x28.htm)] - | | | | | | [removed: The] [added: [The] Procter & Gamble 2019 Stock and Incentive Compensation Plan - Additional terms and conditions (Incorporated by reference to Exhibit (10-28) of the Company's Annual Report on Form 10-K for the year ended June 30, [removed: 2021).*] [added: 2021)](http://www.sec.gov/Archives/edgar/data/80424/000008042421000100/fy202110-kexhibit10x28.htm).*] | | |

| [(4-10)](http://www.sec.gov/Archives/edgar/data/80424/000008042422000064/fy212210-kexhibit4x11.htm) - | | | | | | [Description of the Company's 0.110% Yen Notes due 2026 and 0.230% Yen Notes due 2031](http://www.sec.gov/Archives/edgar/data/80424/000008042422000064/fy212210-kexhibit4x11.htm) [](http://www.sec.gov/Archives/edgar/data/80424/000008042422000064/fy212210-kexhibit4x11.htm)[(](http://www.sec.gov/Archives/edgar/data/80424/000008042422000064/fy212210-kexhibit4x11.htm)[Incorporated by reference to Exhibit (4-1](http://www.sec.gov/Archives/edgar/data/80424/000008042422000064/fy212210-kexhibit4x11.htm)[1](http://www.sec.gov/Archives/edgar/data/80424/000008042422000064/fy212210-kexhibit4x11.htm)[) of the Company's Annual Report on Form 10-K for the year ended June 30, 2022](http://www.sec.gov/Archives/edgar/data/80424/000008042422000064/fy212210-kexhibit4x11.htm)[)](http://www.sec.gov/Archives/edgar/data/80424/000008042422000064/fy212210-kexhibit4x11.htm). | | |

| [(4-11)](https://www.sec.gov/Archives/edgar/data/80424/000008042423000073/fy222310-kexhibit4x11.htm) - | | | | | | [Description of the Company's](https://www.sec.gov/Archives/edgar/data/80424/000008042423000073/fy222310-kexhibit4x11.htm) [3](https://www.sec.gov/Archives/edgar/data/80424/000008042423000073/fy222310-kexhibit4x11.htm)[.](https://www.sec.gov/Archives/edgar/data/80424/000008042423000073/fy222310-kexhibit4x11.htm)[25](https://www.sec.gov/Archives/edgar/data/80424/000008042423000073/fy222310-kexhibit4x11.htm)[0](https://www.sec.gov/Archives/edgar/data/80424/000008042423000073/fy222310-kexhibit4x11.htm)[%](https://www.sec.gov/Archives/edgar/data/80424/000008042423000073/fy222310-kexhibit4x11.htm) [Notes due 2026 and](https://www.sec.gov/Archives/edgar/data/80424/000008042423000073/fy222310-kexhibit4x11.htm) [3.](https://www.sec.gov/Archives/edgar/data/80424/000008042423000073/fy222310-kexhibit4x11.htm)[25](https://www.sec.gov/Archives/edgar/data/80424/000008042423000073/fy222310-kexhibit4x11.htm)[0](https://www.sec.gov/Archives/edgar/data/80424/000008042423000073/fy222310-kexhibit4x11.htm)[%](https://www.sec.gov/Archives/edgar/data/80424/000008042423000073/fy222310-kexhibit4x11.htm) [Notes due 2031](https://www.sec.gov/Archives/edgar/data/80424/000008042423000073/fy222310-kexhibit4x11.htm).+ | | |

| [(10-6)](https://www.sec.gov/Archives/edgar/data/80424/000008042423000073/fy222310-kexhibit10x6.htm) - | | | | | | [Retirement Plan Restoration Program - Related](https://www.sec.gov/Archives/edgar/data/80424/000008042423000073/fy222310-kexhibit10x6.htm) [](https://www.sec.gov/Archives/edgar/data/80424/000008042423000073/fy222310-kexhibit10x6.htm)[Correspondence and Terms and Conditions](https://www.sec.gov/Archives/edgar/data/80424/000008042423000073/fy222310-kexhibit10x6.htm). * + | | |

| [(10-10)](http://www.sec.gov/Archives/edgar/data/80424/000008042423000014/fy2223q2ond10-qexhibit10x1.htm) - | | | | | | [Summary of the Company's Short Term Achievement Reward Program](http://www.sec.gov/Archives/edgar/data/80424/000008042423000014/fy2223q2ond10-qexhibit10x1.htm) [(Incorporated by reference to Exhibit](http://www.sec.gov/Archives/edgar/data/80424/000008042423000014/fy2223q2ond10-qexhibit10x1.htm) [(10-1) of the Company's Form 10-Q for the quarter ended December 31, 2022)](http://www.sec.gov/Archives/edgar/data/80424/000008042423000014/fy2223q2ond10-qexhibit10x1.htm).* | | |

| [(10-12)](http://www.sec.gov/Archives/edgar/data/80424/000008042422000064/fy212210-kexhibit10x12.htm) - | | | | | | [Company's Form of Separation Agreement & Release](http://www.sec.gov/Archives/edgar/data/80424/000008042422000064/fy212210-kexhibit10x12.htm) [(Incorporated by reference to Exhibit (10-12) of the](http://www.sec.gov/Archives/edgar/data/80424/000008042422000064/fy212210-kexhibit10x12.htm) [Company's Annual Report on Form 10-K for the](http://www.sec.gov/Archives/edgar/data/80424/000008042422000064/fy212210-kexhibit10x12.htm) [year ended June 30, 2022)](http://www.sec.gov/Archives/edgar/data/80424/000008042422000064/fy212210-kexhibit10x12.htm).* | | |

| [(10-13)](http://www.sec.gov/Archives/edgar/data/80424/000008042423000046/fy2223q3jfm10-qexhibit10x1.htm) - | | | | | | [Company's Form of Separation Letter and Release](http://www.sec.gov/Archives/edgar/data/80424/000008042423000046/fy2223q3jfm10-qexhibit10x1.htm) [(Incorporated by reference to Exhibit](http://www.sec.gov/Archives/edgar/data/80424/000008042423000046/fy2223q3jfm10-qexhibit10x1.htm) [(10-1) of the Company's Form 10-Q for the quarter ended March 3](http://www.sec.gov/Archives/edgar/data/80424/000008042423000046/fy2223q3jfm10-qexhibit10x1.htm)[1](http://www.sec.gov/Archives/edgar/data/80424/000008042423000046/fy2223q3jfm10-qexhibit10x1.htm)[, 2023)](http://www.sec.gov/Archives/edgar/data/80424/000008042423000046/fy2223q3jfm10-qexhibit10x1.htm).* | | |

| Exhibit [(21)](https://www.sec.gov/Archives/edgar/data/80424/000008042423000073/fy212210-kexhibit21.htm) - | | | | | | [Subsidiaries of the Registrant](https://www.sec.gov/Archives/edgar/data/80424/000008042423000073/fy212210-kexhibit21.htm). + | | |

| Exhibit [(23)](https://www.sec.gov/Archives/edgar/data/80424/000008042423000073/fy222310-kexhibit23.htm) - | | | | | | [Consent of Independent Registered Public Accounting Firm](https://www.sec.gov/Archives/edgar/data/80424/000008042423000073/fy222310-kexhibit23.htm). + | | |

| Exhibit [(31)](https://www.sec.gov/Archives/edgar/data/80424/000008042423000073/fy222310-kexhibit31.htm) - | | | | | | [Rule 13a-14(a)/15d-14(a) Certifications](https://www.sec.gov/Archives/edgar/data/80424/000008042423000073/fy222310-kexhibit31.htm). + | | |

| Exhibit [(32)](https://www.sec.gov/Archives/edgar/data/80424/000008042423000073/fy222310-kexhibit32.htm) - | | | | | | [Section 1350 Certifications](https://www.sec.gov/Archives/edgar/data/80424/000008042423000073/fy222310-kexhibit32.htm). + | | |

| Exhibit [(99-1)](https://www.sec.gov/Archives/edgar/data/80424/000008042423000073/fy222310-kexhibit99x1.htm) - | | | | | | [Summary of Directors and Officers Insurance Program](https://www.sec.gov/Archives/edgar/data/80424/000008042423000073/fy222310-kexhibit99x1.htm). + | | |

| (4-10) - | | | | | | Description of the Company's 0.350% EUR Notes due 2030 and 0.900% EUR Notes due 2041. + | | |

| (4-11) - | | | | | | Description of the Company's 0.110% Yen Notes due 2026 and 0.230% Yen Notes due 2031. + | | |

| (10-10) - | | | | | | Summary of the Company's Short Term Achievement Reward Program.* + | | |

| (10-12) - | | | | | | Company's Form of Separation Agreement & Release.* + | | |

| (10-13) - | | | | | | Company's Form of Separation Letter and Release.* + | | |

| (10-22) - | | | | | | Performance Stock Program related correspondence and terms and conditions (Incorporated by reference to Exhibit (10-4) of the Company’s Form 10-Q for the quarter ended September 30, 2021).* | | |

| Exhibit (21) - | | | | | | Subsidiaries of the Registrant. + | | |

| Exhibit (23) - | | | | | | Consent of Independent Registered Public Accounting Firm. + | | |

| Exhibit (31) - | | | | | | Rule 13a-14(a)/15d-14(a) Certifications. + | | |

| Exhibit (32) - | | | | | | Section 1350 Certifications. + | | |

| Exhibit (99-1) - | | | | | | Summary of Directors and Officers Insurance Program. + | | |

[removed: 68] The Procter & Gamble Company [added: 67]

| /s/ JON R. MOELLER (Jon R. Moeller) | | | | | | Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer) | | | | | | August [removed: 05, 2022] [added: 04, 2023] | | |

| /s/ ANDRE SCHULTEN (Andre Schulten) | | | | | | Chief Financial Officer (Principal Financial Officer) | | | | | | August [removed: 05, 2022] [added: 04, 2023] | | |

| /s/ MATTHEW W. JANZARUK (Matthew W. Janzaruk) | | | | | | Senior Vice President - Chief Accounting Officer (Principal Accounting Officer) | | | | | | August [removed: 05, 2022] [added: 04, 2023] | | |

| /s/ B. MARC ALLEN (B. Marc Allen) | | | | | | Director | | | | | | August [removed: 05, 2022] [added: 04, 2023] | | |

| /s/ ANGELA F. BRALY (Angela F. Braly) | | | | | | Director | | | | | | August [removed: 05, 2022] [added: 04, 2023] | | |

| /s/ AMY L. CHANG (Amy L. Chang) | | | | | | Director | | | | | | August [removed: 05, 2022] [added: 04, 2023] | | |

| /s/ JOSEPH JIMENEZ (Joseph Jimenez) | | | | | | Director | | | | | | August [removed: 05, 2022] [added: 04, 2023] | | |

| /s/ CHRISTOPHER J. KEMPCZINSKI (Christopher J. Kempczinski) | | | | | | Director | | | | | | August [removed: 05, 2022] [added: 04, 2023] | | |

| /s/ DEBRA L. LEE (Debra L. Lee) | | | | | | Director | | | | | | August [removed: 05, 2022] [added: 04, 2023] | | |

| /s/ TERRY J. LUNDGREN (Terry J. Lundgren) | | | | | | Director | | | | | | August [removed: 05, 2022] [added: 04, 2023] | | |

| /s/ CHRISTINE M. MCCARTHY (Christine M. McCarthy) | | | | | | Director | | | | | | August [removed: 05, 2022] [added: 04, 2023] | | |

| /s/ PATRICIA A. WOERTZ (Patricia A. Woertz) | | | | | | Director | | | | | | August [removed: 05, 2022] [added: 04, 2023] | | |

| | | | | | | August 04, 2023 | | |

| /s/ SHEILA BONINI (Sheila Bonini) | | | | | | Director | | | | | | August 04, 2023 | | |

| | | | | | | | | | | | | | | |

| /s/ ROBERT J. PORTMAN (Robert J. Portman) | | | | | | Director | | | | | | August 04, 2023 | | |

| | | | | | | | | | | | | | | |

| /s/ RAJESH SUBRAMANIAM (Rajesh Subramaniam) | | | | | | Director | | | | | | August 04, 2023 | | |

| | | | | | | | | | | | | | | |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | August 05, 2022 | | |

The Procter & Gamble Company 69

EXHIBIT INDEX

| Exhibit [(3-1)](http://www.sec.gov/Archives/edgar/data/80424/000008042416000212/fy151610-kexhibit3x1.htm) - | | | | | | [Amended Articles of Incorporation (as amended by shareholders at the annual meeting on October 11, 2011 and consolidated by the Board of Directors on April 8, 2016) (Incorporated by reference to Exhibit (3-1) of the Company's Annual Report on Form 10-K for the year ended June 30, 2016)](http://www.sec.gov/Archives/edgar/data/80424/000008042416000212/fy151610-kexhibit3x1.htm). | | |

| [(3-2)](http://www.sec.gov/Archives/edgar/data/80424/000008042416000212/fy151610-kexhibit3x2.htm) - | | | | | | [Regulations (as approved by the Board of Directors on April 8, 2016, pursuant to authority granted by shareholders at the annual meeting on October 13, 2009) (Incorporated by reference to Exhibit (3-2) of the Company's Annual Report on Form 10-K for the year ended June 30, 2016)](http://www.sec.gov/Archives/edgar/data/80424/000008042416000212/fy151610-kexhibit3x2.htm). | | |

| Exhibit [(4-1)](http://www.sec.gov/Archives/edgar/data/80424/000008042415000070/fy141510-kexhibit4x1.htm) - | | | | | | [Indenture, dated as of September 3, 2009, between the Company and Deutsche Bank Trust Company Americas, as Trustee (Incorporated by reference to Exhibit (4-1) of the Company's Annual Report on Form 10-K for the year ended June 30, 2015)](http://www.sec.gov/Archives/edgar/data/80424/000008042415000070/fy141510-kexhibit4x1.htm). | | |

| (4-2) - | | | | | | The Company agrees to furnish to the Securities and Exchange Commission, upon request, a copy of any other instrument defining the rights of holders of the Company’s long-term debt. | | |

| [(4-3)](http://www.sec.gov/Archives/edgar/data/80424/000008042419000050/fy181910-kexhibit4x3.htm) - | | | | | | [Description of the Company’s Common Stock (Incorporated by reference to Exhibit (4-3) of the Company’s Annual report on Form 10-K for the year ended June 30, 2019)](http://www.sec.gov/Archives/edgar/data/80424/000008042419000050/fy181910-kexhibit4x3.htm). | | |

| [(4-4)](http://www.sec.gov/Archives/edgar/data/80424/000008042419000050/fy181910-kexhibit4x4.htm) - | | | | | | [Description of the Company’s 0.625% Notes due 2024, 1.200% Notes due 2028, and 1.875% Notes due 2038 (Incorporated by reference to Exhibit (4-4) of the Company’s Annual report on Form 10-K for the year ended June 30, 2019)](http://www.sec.gov/Archives/edgar/data/80424/000008042419000050/fy181910-kexhibit4x4.htm). | | |

| [(4-5)](http://www.sec.gov/Archives/edgar/data/80424/000008042421000100/fy202110-kexhibit4x5.htm) - | | | | | | [Description of the Company’s 4.875% EUR notes due May 2027, 6.250% GBP notes due January 2030, and 5.250% GBP notes due January 2033 (Incorporated by reference to Exhibit (4-5) of the Company’s Annual report on Form 10-K for the year ended June 30, 2021)](http://www.sec.gov/Archives/edgar/data/80424/000008042421000100/fy202110-kexhibit4x5.htm). | | |

| [(4-6)](http://www.sec.gov/Archives/edgar/data/80424/000008042419000050/fy181910-kexhibit4x6.htm) - | | | | | | [Description of the Company’s 0.500% Notes due 2024 and 1.250% Notes due 2029 (Incorporated by reference to Exhibit (4-6) of the Company’s Annual report on Form 10-K for the year ended June 30, 2019)](http://www.sec.gov/Archives/edgar/data/80424/000008042419000050/fy181910-kexhibit4x6.htm). | | |

| [(4-7)](http://www.sec.gov/Archives/edgar/data/80424/000008042419000050/fy181910-kexhibit4x7.htm) - | | | | | | [Description of the Company’s 1.375% Notes due 2025 and 1.800% Notes due 2029 (Incorporated by reference to Exhibit (4-7) of the Company’s Annual report on Form 10-K for the year ended June 30, 2019)](http://www.sec.gov/Archives/edgar/data/80424/000008042419000050/fy181910-kexhibit4x7.htm). | | |

| [(4-8)](http://www.sec.gov/Archives/edgar/data/80424/000008042419000050/fy181910-kexhibit4x8.htm) - | | | | | | [Description of the Company’s 1.125% Notes due 2023 (Incorporated by reference to Exhibit (4-8) of the Company’s Annual report on Form 10-K for the year ended June 30, 2019)](http://www.sec.gov/Archives/edgar/data/80424/000008042419000050/fy181910-kexhibit4x8.htm). | | |

| [(4-9)](http://www.sec.gov/Archives/edgar/data/80424/000008042419000050/fy181910-kexhibit4x11.htm) - | | | | | | [Description of the Company’s 2.000% Notes due 2022 (Incorporated by reference to Exhibit (4-11) of the Company’s Annual report on Form 10-K for the year ended June 30, 2019)](http://www.sec.gov/Archives/edgar/data/80424/000008042419000050/fy181910-kexhibit4x11.htm). | | |

| [(4-10)](https://www.sec.gov/Archives/edgar/data/80424/000008042422000064/fy212210-kexhibit4x10.htm) - | | | | | | [Description of the Company](https://www.sec.gov/Archives/edgar/data/80424/000008042422000064/fy212210-kexhibit4x10.htm)['s](https://www.sec.gov/Archives/edgar/data/80424/000008042422000064/fy212210-kexhibit4x10.htm) [0.350% EUR Notes due 2030 and 0.900% EUR Notes due 2041](https://www.sec.gov/Archives/edgar/data/80424/000008042422000064/fy212210-kexhibit4x10.htm). + | | |

| [(4-11)](https://www.sec.gov/Archives/edgar/data/80424/000008042422000064/fy212210-kexhibit4x11.htm) - | | | | | | [Description of the Company](https://www.sec.gov/Archives/edgar/data/80424/000008042422000064/fy212210-kexhibit4x11.htm)['s](https://www.sec.gov/Archives/edgar/data/80424/000008042422000064/fy212210-kexhibit4x11.htm) [0.110% Yen Notes due 2026 and .230% Yen Notes due 2031](https://www.sec.gov/Archives/edgar/data/80424/000008042422000064/fy212210-kexhibit4x11.htm). + | | |

| Exhibit [(10-1)](http://www.sec.gov/Archives/edgar/data/80424/000008042418000055/fy171810-kexhibit10x1.htm) - | | | | | | [The Procter & Gamble 2001 Stock and Incentive Compensation Plan (as amended), which was originally adopted by shareholders at the annual meeting on October 9, 2001 (Incorporated by reference to Exhibit (10-1) of the Company’s Annual Report on Form 10-K for the year ended June 30, 2018)](http://www.sec.gov/Archives/edgar/data/80424/000008042418000055/fy171810-kexhibit10x1.htm). | | |

| [(10-2)](http://www.sec.gov/Archives/edgar/data/80424/000008042414000012/ond13exhibit10-1.htm) - | | | | | | [The Procter & Gamble 2001 Stock and Incentive Compensation Plan related correspondence and terms and conditions (Incorporated by reference to Exhibit (10-1) of the Company's Form 10-Q for the quarter ended December 31, 2013)](http://www.sec.gov/Archives/edgar/data/80424/000008042414000012/ond13exhibit10-1.htm). | | |

| [(10-3)](http://www.sec.gov/Archives/edgar/data/80424/000008042418000055/fy171810-kexhibit10x2.htm) - | | | | | | [The Procter & Gamble 1992 Stock Plan (as amended December 11, 2001), which was originally adopted by the shareholders at the annual meeting on October 12, 1992 (Incorporated by reference to Exhibit (10-2) of the Company’s Annual Report on Form 10-K for the year ended June 30, 2018)](http://www.sec.gov/Archives/edgar/data/80424/000008042418000055/fy171810-kexhibit10x2.htm). | | |

| [(10-4)](http://www.sec.gov/Archives/edgar/data/80424/000008042418000055/fy171810-kexhibit10x3.htm) - | | | | | | [The Procter & Gamble Executive Group Life Insurance Policy (Incorporated by reference to Exhibit (10-3) of the Company’s Annual Report on Form 10-K for the year ended June 30, 2018)](http://www.sec.gov/Archives/edgar/data/80424/000008042418000055/fy171810-kexhibit10x3.htm). | | |

| [(10-5)](http://www.sec.gov/Archives/edgar/data/80424/000008042420000017/fy1920q2ond10-qexhibit4.htm) - | | | | | | [Summary of the Company’s Retirement Plan Restoration Program (Incorporated by reference to Exhibit (10-5) of the Company's Form 10-Q for the quarter ended December 31, 2019)](http://www.sec.gov/Archives/edgar/data/80424/000008042420000017/fy1920q2ond10-qexhibit4.htm). | | |

| [(10-6)](http://www.sec.gov/Archives/edgar/data/80424/000008042415000098/fy1516q1jas10-qexhibit10x8.htm) - | | | | | | [Retirement Plan Restoration Program related correspondence and terms and conditions (Incorporated by reference to Exhibit (10-8) of the Company's Form 10-Q for the quarter ended September 30, 2015)](http://www.sec.gov/Archives/edgar/data/80424/000008042415000098/fy1516q1jas10-qexhibit10x8.htm). | | |

| [(10-7)](http://www.sec.gov/Archives/edgar/data/80424/000008042420000097/fy2021q1jas10-qexhibit6.htm) - | | | | | | [Summary of the Company’s Long-Term Incentive Program (Incorporated by reference to Exhibit (10-3) of the Company's Form 10-Q for the quarter ended September 30, 2020)](http://www.sec.gov/Archives/edgar/data/80424/000008042420000097/fy2021q1jas10-qexhibit6.htm). | | |

| [(10-8)](http://www.sec.gov/Archives/edgar/data/80424/000008042421000129/fy2122q1jas10-qexhibit10x3.htm) - | | | | | | [Long-Term Incentive Program related correspondence and terms and conditions (Incorporated by reference to Exhibit (10-3) of the Company's Form 10-Q for the quarter ended September 30, 2021)](http://www.sec.gov/Archives/edgar/data/80424/000008042421000129/fy2122q1jas10-qexhibit10x3.htm). | | |

| [(10-9)](http://www.sec.gov/Archives/edgar/data/80424/000008042420000038/fy1920q3jfm10-qexhibit.htm) - | | | | | | [The Procter & Gamble Company Executive Deferred Compensation Plan (Incorporated by reference to Exhibit (10-2) of the Company's Form 10-Q for the quarter ended March 31, 2020)](http://www.sec.gov/Archives/edgar/data/80424/000008042420000038/fy1920q3jfm10-qexhibit.htm). | | |

| [(10-10)](https://www.sec.gov/Archives/edgar/data/80424/000008042422000064/fy212210-kexhibit10x10.htm) - | | | | | | [Summary of the Company's Short Term Achievement Reward Program](https://www.sec.gov/Archives/edgar/data/80424/000008042422000064/fy212210-kexhibit10x10.htm). + | | |

| [(10-11)](http://www.sec.gov/Archives/edgar/data/80424/000008042421000129/fy2122q1jas10-qexhibit10x2.htm) - | | | | | | [Short Term Achievement Reward Program – related correspondence and terms and conditions (Incorporated by reference to Exhibit (10-2) of the Company's Form 10-Q for the quarter ended September 30, 2021)](http://www.sec.gov/Archives/edgar/data/80424/000008042421000129/fy2122q1jas10-qexhibit10x2.htm). | | |

| [(10-12)](https://www.sec.gov/Archives/edgar/data/80424/000008042422000064/fy212210-kexhibit10x12.htm) - | | | | | | [Company's Form](https://www.sec.gov/Archives/edgar/data/80424/000008042422000064/fy212210-kexhibit10x12.htm) [of Separation Agreement & Release](https://www.sec.gov/Archives/edgar/data/80424/000008042422000064/fy212210-kexhibit10x12.htm). + | | |

70 The Procter & Gamble Company

| [(10-13)](https://www.sec.gov/Archives/edgar/data/80424/000008042422000064/fy212210-kexhibit10x13.htm) - | | | | | | [Company's Form of Separation Letter and Release](https://www.sec.gov/Archives/edgar/data/80424/000008042422000064/fy212210-kexhibit10x13.htm). + | | |

| [(10-14)](http://www.sec.gov/Archives/edgar/data/80424/000008042421000129/fy2122q1jas10-qexhibit10x5.htm) - | | | | | | [Summary of personal benefits available to certain officers and non-employee directors (Incorporated by reference to Exhibit (10-5) of the Company's Form 10-Q for the quarter ended September 30, 2021)](http://www.sec.gov/Archives/edgar/data/80424/000008042421000129/fy2122q1jas10-qexhibit10x5.htm). | | |

| [(10-15)](http://www.sec.gov/Archives/edgar/data/80424/000008042417000047/fy161710-kexhibit10x18.htm) - | | | | | | [The Gillette Company Deferred Compensation Plan (Incorporated by reference to Exhibit (10-18) of the Company’s Annual Report on Form 10-K for the year ended June 30, 2017)](http://www.sec.gov/Archives/edgar/data/80424/000008042417000047/fy161710-kexhibit10x18.htm). | | |

| [(10-16)](http://www.sec.gov/Archives/edgar/data/80424/000008042418000055/fy171810-kexhibit10x19.htm) - | | | | | | [Senior Executive Recoupment Policy (Incorporated by reference to Exhibit (10-19) of the Company’s Annual Report on Form 10-K for the year ended June 30, 2018)](http://www.sec.gov/Archives/edgar/data/80424/000008042418000055/fy171810-kexhibit10x19.htm). | | |

| [(10-17)](http://www.sec.gov/Archives/edgar/data/80424/000008042417000047/fy161710-kexhibit10x20.htm) - | | | | | | [The Gillette Company Deferred Compensation Plan (for salary deferrals prior to January 1, 2005) as amended through August 21, 2006 (Incorporated by reference to Exhibit (10-20) of the Company's Annual Report on Form 10-K for the year ended June 30, 2017)](http://www.sec.gov/Archives/edgar/data/80424/000008042417000047/fy161710-kexhibit10x20.htm). | | |

| [(10-18)](http://www.sec.gov/Archives/edgar/data/80424/000008042417000047/fy161710-kexhibit10x21.htm) - | | | | | | [The Procter & Gamble 2009 Stock and Incentive Compensation Plan, which was originally adopted by shareholders at the annual meeting on October 13, 2009 (Incorporated by reference to Exhibit (10-21) of the Company's Annual Report on Form 10-K for the year ended June 30, 2017)](http://www.sec.gov/Archives/edgar/data/80424/000008042417000047/fy161710-kexhibit10x21.htm). | | |

| [(10-19)](http://www.sec.gov/Archives/edgar/data/80424/000008042418000055/fy171810-kexhibit10x21.htm) - | | | | | | [Regulations of the Compensation and Leadership Development Committee for The Procter & Gamble 2009 Stock and Incentive Compensation Plan, The Procter & Gamble 2001 Stock and Incentive Compensation Plan, The Procter & Gamble 1992 Stock Plan, The Procter & Gamble 1992 Stock Plan (Belgium Version), The Gillette Company 2004 Long-Term Incentive Plan and the Gillette Company 1971 Stock Option Plan (Incorporated by reference to Exhibit (10-21) of the Company’s Annual Report on Form 10-K for the year ended June 30, 2018)](http://www.sec.gov/Archives/edgar/data/80424/000008042418000055/fy171810-kexhibit10x21.htm). | | |

| [(10-20)](http://www.sec.gov/Archives/edgar/data/80424/000008042414000012/ond13exhibit10-2.htm) - | | | | | | [The Procter & Gamble 2009 Stock and Incentive Compensation Plan - Additional terms and conditions and related correspondence (Incorporated by reference to Exhibit (10-2) of the Company Form 10-Q for the quarter ended December 31, 2013)](http://www.sec.gov/Archives/edgar/data/80424/000008042414000012/ond13exhibit10-2.htm). | | |

| [(10-21)](http://www.sec.gov/Archives/edgar/data/80424/000008042420000097/fy2021q1jas10-qexhibit10.htm) - | | | | | | [The Procter & Gamble Performance Stock Program Summary (Incorporated by reference to Exhibit (10-5) of the Company's Form 10-Q for the quarter ended September 30, 2020)](http://www.sec.gov/Archives/edgar/data/80424/000008042420000097/fy2021q1jas10-qexhibit10.htm). | | |