Procter & Gamble (PG) 10-K risk factor changes: FY2024 vs FY2023

Our business is subject to numerous risks as a result of having significant operations and sales in international markets, including foreign currency fluctuations, currency exchange or pricing [removed: controls and localized volatility.][added: controls.]

We are a global company, with operations in [removed: approximately] [added: about] 70 countries and products sold in [removed: approximately] [added: about] 180 countries and territories around the world.

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

[removed: Additionally, our] [added: Our] business, operations or employees have been and could continue to be adversely affected (including by the need to de-consolidate or even exit certain businesses in particular countries) by geopolitical conflicts, political volatility, trade controls, labor market disruptions or other crises or vulnerabilities in individual countries or regions.

This could include political instability, upheaval or acts of war [removed: (such as the Russia-Ukraine War)] and the related [removed: government and] [added: responses of governments or] other [removed: entity responses,] [added: entities (including, but not limited to, boycotts in certain regions),] broad economic instability or sovereign risk related to a default by or deterioration in the creditworthiness of local governments, particularly in emerging markets.

[added: 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 regions; potential negative consumer sentiment toward non-local products or sources; [removed: 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.]

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, [added: export controls,] 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.

[removed: The] [added: For example, the ongoing] war between Russia and Ukraine has [removed: adversely impacted] [added: negatively impacted,] and [removed: could] [added: the situation it generates may] continue to [removed: adversely impact] [added: negatively impact,] our [removed: business and financial results.][added: operations.]

[removed: Within Russia, we] [added: We] may reduce further or discontinue our operations [added: in Russia] due to sanctions and export controls and counter-sanctions, monetary, currency or payment controls, restrictions on access to financial institutions, supply and transportation challenges or other circumstances and considerations.

[removed: The war between Russia and Ukraine] [added: Changes in geopolitical conditions] could also amplify or affect the other risk factors set forth in this Part I, Item 1A, including, but not limited to, foreign exchange volatility, disruptions to the financial and credit markets, energy supply and supply chain disruptions, increased risks of an information security or operational technology incident, cost fluctuations and commodity cost increases and increased costs to ensure compliance with global and local laws and regulations.

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 [added: arrangements.]

[removed: The loss or disruption of such manufacturing] and [removed: supply arrangements, including for issues such as labor disputes or controversies, loss or impairment of key manufacturing sites, discontinuity or disruptions in our internal information and] data systems or those of our suppliers, cybersecurity [removed: incidents,] [added: incidents including but not limited to ransomware attacks, misuse of artificial intelligence and machine learning technologies,] inability to procure sufficient raw or input materials (including water, recycled materials and materials that meet our labor standards), significant changes in trade policy, natural disasters, increasing severity or frequency of extreme weather events due to climate change or otherwise, acts of war or terrorism, disease outbreaks 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.

Inflation pressures [removed: could also] [added: sometimes] result in increases in these input costs.

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

While the Company [removed: has many programs and]

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

Further, failure of these third parties to meet their obligations to the [added: Company, including the transparency and accuracy of the disclosures of ingredients in materials or processes, and the proper security of] Company [added: data and personal data,] or substantial disruptions in the relationships between the Company and these third parties could adversely impact our operations and financial results.

A significant information security or operational technology incident, including a cybersecurity breach, or the failure of one or more key information or operations technology systems, networks, hardware, processes and/or associated sites [removed: owned or operated by] [added: involving] the Company or one of its service providers could have a material adverse impact on our business or reputation.

We rely extensively on information and operational technology (IT/OT) systems, networks and services, including internet and intranet sites, data hosting and processing facilities and technologies, physical security systems and other hardware, software and technical applications and [removed: platforms, many of which are managed, hosted, provided and/or used by third parties or their vendors, to assist in conducting our business.][added: platforms.]

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

In addition, because the techniques, tools and tactics used in cyber-attacks frequently change and may be difficult to detect for periods of time, we may face difficulties in anticipating and implementing adequate preventative measures or fully mitigating harms after such an [removed: attack.][added: attack, including acquired and divested businesses.]

A breach of our data security systems or failure of our IT/OT databases and systems [added: and those of our third-parties] may have a material adverse impact on our business operations and financial results.

[added: If the IT/OT systems, networks or service providers we rely upon fail to function properly or cause operational outages or aberrations, or if we or one of our third-party providers suffer significant unavailability of key operations, or inadvertent disclosure of, lack of integrity of, or loss of our sensitive business or stakeholder information,] including personal information, due to any number of causes, including catastrophic events, natural disasters, power outages, computer and telecommunications failures, improper data handling, viruses, phishing attempts, cyber-attacks, malware and ransomware attacks, security breaches, [added: misuse or malicious use of artificial intelligence,] 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, if a ransomware attack or other cybersecurity incident occurs, either internally or at our third-party [removed: technology service] providers, we could be prevented from accessing our data or systems, which may cause interruptions or delays in our business operations, cause us to incur remediation costs, subject us to demands to pay a ransom or damage our reputation.

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

Additionally, we could be exposed to potential liability, litigation, governmental inquiries, [added: reporting requirements,] investigations or regulatory enforcement actions; and we could be subject to payment of fines or other penalties, legal claims by our suppliers, customers or employees and significant remediation costs.

If such a new system or technology does not function [removed: properly] [added: properly, provides flawed] or [removed: otherwise] [added: inaccurate outputs or] exposes us to increased cybersecurity breaches and failures, it could affect our ability to order materials, make and ship orders and process payments in addition to other operational and information integrity and loss issues.

The costs and operational consequences of responding to the above items and implementing remediation measures could be significant and could adversely impact our results of operations and cash [removed: flows.][added: flows and generate negative publicity affecting Company reputation and relationships among consumers, customers and other business partners.]

- Significant reductions in demand or significant volatility in demand for one or more of our products, which may be caused by, among other things: the temporary inability of consumers to purchase our products due to illness, quarantine or other travel restrictions or financial hardship, shifts in demand away from one or more of our more discretionary or higher priced products to lower priced [removed: products,] [added: products] or stockpiling or similar pantry-loading activity.

- 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 [removed: functions,] [added: functions] or otherwise prevent our third-party partners, suppliers or customers from sufficiently staffing operations.

Our ability to meet our growth targets depends on successful product, marketing and operations innovation and successful responses to competitive innovation, evolving digital marketing and selling platforms and changing consumer [removed: habits.][added: habits.]

Failure to continually innovate, improve and respond to competitive moves, [removed: platform evolution and] changing consumer habits [added: and platform evolution, including the timely and effective adoption of emerging technologies,] could compromise our competitive position and adversely impact our financial condition, results of operations or cash flows.

[added: 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.

[removed: Failure to deliver these planned productivity improvements and cost savings, while continuing to] invest in business growth, could adversely impact our results of operations and cash flows.

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, [added: manufacturing processes,] packaging content or corporate responsibility for packaging and product disposal, marketing, antitrust and competition, privacy, [added: cybersecurity and] data protection, [added: artificial intelligence,] environmental (including increasing focus on the climate, [added: nature,] water and waste impacts of consumer packaged goods companies' operations and products), employment, healthcare, anti-bribery and anti-corruption (including interactions with health care professionals and government officials as well as corresponding internal controls and record-keeping requirements), trade (including tariffs, sanctions and export controls), tax, accounting and financial reporting or other matters.

In addition, increasing governmental and societal attention to environmental, social and governance (ESG) matters, including expanding mandatory and voluntary reporting, diligence and disclosure on topics such as climate change, waste production, water usage, [added: nature impacts,] human capital, labor and risk oversight, could expand the nature, scope and complexity of matters that we are required to control, assess and report.

These and other rapidly changing laws, regulations, policies and related interpretations as well as increased enforcement actions by various governmental and regulatory agencies, create challenges for the Company, may alter the environment in which we do business, may increase the ongoing costs and complexities of compliance including by requiring investments in technology or other compliance [removed: systems,] [added: 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.

[added: In] addition, several non-EU countries have [removed: recently] proposed and/or adopted legislation consistent with the global minimum tax framework.

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.

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

Many of these are managed, hosted, provided and/or used by third parties or their vendors.

The various uses of these IT/OT systems, networks and services include, but are not limited to, ordering and managing materials from suppliers; converting materials to finished products; shipping, marketing and selling products; collecting, transferring, storing and/or processing customer, consumer, employee, vendor, investor and other stakeholder information and personal data, summarizing and reporting results of operations, including financial reporting; managing our banking and other cash liquidity systems and platforms; hosting, processing and sharing, as appropriate, confidential and proprietary research, business plans and financial information; collaborating via an online and efficient means of global business communications; complying with regulatory, legal and tax requirements; providing data security; and handling other processes necessary to manage our business.

from customers, consumers, employees, vendors, investors and other stakeholders, and we may suffer financial and reputational damage as a result.

Periodically, we and/or our suppliers also upgrade IT/OT systems or adopt new technologies, including those enabled by machine learning or artificial intelligence.

Failure to deliver these planned productivity improvements and cost savings, while continuing to

Most member states complied with the directive while some were permitted a delayed implementation.

Based on current legislation and available guidance, we do not anticipate the Pillar Two global minimum tax to have a material impact to our financial condition, results of operations, cash flows or effective tax rate in the fiscal year ending June 30, 2025.

The Company continues to assess the overall impact of potential changes as developments occur, consistent with our practice to monitor all changes in tax laws.

As the Pillar Two global minimum tax and other tax laws and related regulations are revised,

enacted and implemented, a material impact to our financial condition, results of operations, cash flows or effective tax rate may occur.

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

The war between Russia and Ukraine has negatively impacted, and the situation it generates may continue to negatively impact, our operations.

Within Ukraine, there is a possibility of physical damage and destruction of our two manufacturing facilities, our distribution centers or those of our customers.

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

The occurrence of any of these risks, combined with the increased impact from the war between Russia and Ukraine, could adversely impact our business and financial results.

arrangements.

The various uses of these IT/OT systems, networks and services include, but are not limited to:

- ordering and managing materials from suppliers;

- converting materials to finished products;

- shipping products to customers;

- marketing and selling products to consumers;

- collecting, transferring, storing and/or processing customer, consumer, employee, vendor, investor and other stakeholder information and personal data, including such data from persons covered by an expanding landscape of privacy and data regulations, such as citizens of the European Union who are covered by the General Data Protection Regulation (GDPR), residents of California covered by the California Consumer Privacy Act (CCPA), citizens of China covered by the Personal Information Protection Law (PIPL) and citizens of Brazil covered by the General Personal Data Protection Law (LGPD);

- summarizing and reporting results of operations, including financial reporting;

- managing our banking and other cash liquidity systems and platforms;

- hosting, processing and sharing, as appropriate, confidential and proprietary research, business plans and financial information;

- collaborating via an online and efficient means of global business communications;

- complying with regulatory, legal and tax requirements;

- providing data security; and

- handling other processes necessary to manage our business.

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,

Periodically, we also upgrade our IT/OT systems or adopt new technologies.

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

In

While it is too early to assess the overall impact of these potential changes, as these and other tax laws and related regulations are revised, enacted and implemented, our financial condition, results of operations and cash flows could be materially impacted.

[removed: We undertake no] obligation to update or revise publicly any forward-looking statements, whether because of new information, future events or otherwise, except to the extent required by law.

The Procter & Gamble Company [removed: 13][added: 31]

[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 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: 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; (2) the ability to successfully manage local, regional or global economic volatility, including reduced market growth rates, and to generate sufficient income and cash flow to allow the Company to effect the expected share repurchases and dividend payments; (3) the ability to successfully manage uncertainties related to changing political and geopolitical conditions and potential implications such as exchange rate fluctuations, market contraction, boycotts, sanctions or other trade controls; (4) the ability to manage disruptions in credit markets or to our banking partners or changes to our credit rating; (5) the ability to maintain key manufacturing and supply arrangements (including execution of supply chain optimizations and sole supplier and sole manufacturing plant arrangements) and to manage disruption of business due to various factors, including ones outside of our control, such as natural disasters, acts of war or terrorism or disease outbreaks; (6) the ability to successfully manage cost fluctuations and pressures, including prices of commodities and raw materials and costs of labor, transportation, energy, pension and healthcare; (7) the ability to compete with our local and global competitors in new and existing sales channels, including by successfully responding to competitive factors such as prices, promotional incentives and trade terms for products; (8) the ability to manage and maintain key customer relationships; (9) the ability to protect our reputation and brand equity by successfully managing real or perceived issues, including concerns about safety, quality, ingredients, efficacy, packaging content, 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 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; (13) 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; (14) the ability to successfully manage our ongoing acquisition, divestiture and joint venture activities, in each case to achieve the Company’s overall business strategy and financial objectives, without impacting the delivery of base business objectives; (15) the ability to successfully achieve productivity improvements and cost savings and manage ongoing organizational changes while successfully identifying, developing and retaining key employees, including in key growth markets where the availability of skilled or experienced employees may be limited; (16) the ability to successfully manage current and expanding regulatory and legal requirements and matters (including, without limitation, those laws and regulations involving product liability, product and packaging composition, manufacturing processes, intellectual property, labor and employment, antitrust, privacy, cybersecurity and data protection, artificial intelligence, tax, the environment, due diligence, risk oversight, accounting and financial reporting) and to resolve new and pending matters within current estimates; (17) the ability to manage changes in applicable tax laws and regulations; and (18) the ability to successfully achieve our ambition of reducing our greenhouse gas emissions and delivering progress towards our environmental sustainability priorities.]

- Summary of [removed: 2023] [added: 2024] Results

We also refer to a number of financial measures that are not defined under [removed: accounting principles generally accepted in the United States of America (U.S. GAAP), consisting of] [added: U.S. GAAP, including] organic sales growth, [removed: core] [added: Core] earnings per share (Core EPS), adjusted free cash flow and adjusted free cash flow productivity.

[removed: Organic sales growth is net sales growth excluding] [added: Excluding] the [removed: impacts] [added: impact] of acquisitions and divestitures and foreign [removed: exchange from year-over-year comparisons.][added: exchange, organic sales increased 3%.]

[added: |] Adjusted [removed: free cash flow is operating cash flow less][added: Free Cash Flow | | | 16,946 | | | | | | 14,011 | | |]

[removed: Adjusted free cash flow productivity is the ratio of adjusted free cash flow] [added: | | | | Adjusted Free Cash Flow | | | Net Earnings | | | Adjustments] to [removed: net earnings excluding certain one-time items.][added: Net Earnings (1) | | | Net Earnings as Adjusted | | | | | | | | | Adjusted Free Cash Flow Productivity | | |]

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

Organic volume growth reflects year-over-year changes in unit volume excluding the impacts of [removed: acquisitions,] [added: acquisitions and] divestitures and certain one-time items, if applicable, and is used to explain changes in organic sales.

[removed: Procter & Gamble] [added: P&G] is a global leader in the fast-moving consumer goods industry, focused on providing branded consumer packaged goods of superior quality and value to our consumers around the world.

Our products are sold in [removed: approximately] [added: about] 180 countries and territories primarily through mass merchandisers, e-commerce (including social commerce) channels, grocery stores, membership club stores, drug stores, department stores, distributors, wholesalers, specialty beauty stores (including airport duty-free stores), high-frequency stores, pharmacies, electronics stores and professional channels.

We have on-the-ground operations in [removed: approximately] [added: about] 70 countries.

In many of the markets and industry segments in which we sell our products, we compete against other branded [removed: products,] [added: products] as well as retailers' private-label brands.

The Company's [removed: ten] product categories are organized into five SBUs and five reportable segments (under U.S. GAAP): Beauty; Grooming; Health Care; Fabric & Home Care; and Baby, Feminine & Family Care.

The following provides additional detail on our reportable segments and the [removed: ten] product categories and brand composition within each segment.

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

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

| Grooming [removed: (2)] | | | 8% | | | [removed: 10%] [added: 9%] | | | Grooming (*Appliances, Female Blades & Razors, Male Blades & Razors, Pre- and Post-Shave Products, Other Grooming*) | | | Braun, Gillette, Venus | | |

| Fabric & Home Care | | | [removed: 35%] [added: 36%] | | | [removed: 32%] [added: 34%] | | | Fabric Care (*Fabric Enhancers, Laundry Additives, Laundry Detergents*) | | | Ariel, Downy, Gain, Tide | | |

| Baby, Feminine & Family Care | | | [removed: 25%] [added: 24%] | | | [removed: 23%] [added: 25%] | | | Baby Care (*Baby Wipes, Taped Diapers and Pants*) | | | Luvs, Pampers | | |

| Feminine Care (*Adult Incontinence, [removed: Feminine] [added: Menstrual] Care*) | | | Always, Always Discreet, Tampax | | | | | | | | | | | |

(1)Percent of Net sales and Net earnings for the fiscal year ended June 30, [removed: 2023] [added: 2024] (excluding results held in Corporate).

We are a global market leader in the retail hair care market with [removed: nearly] [added: about] 20% global market share primarily behind our [removed: Pantene and] Head & Shoulders [added: and Pantene] 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: nearly] [added: about] 5% global market share.

Our appliances, such as electric shavers and [removed: epilators,] [added: intense pulse light devices,] are sold primarily under the Braun [removed: brand in a number of markets around the world where we compete against both global and regional competitors.][added: brand.]

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

In oral care, there are several global competitors in the market, and we have the number two market share position with [removed: nearly] [added: about] 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, [added: sleep aids,] vitamins and analgesics behind our Vicks, Metamucil, Pepto-Bismol and Neurobion brands.

In fabric care, we generally have the number one or number two market share position [removed: in the markets in which we compete] and are the global market leader with over 35% [removed: global] market [removed: share,] [added: share in the markets in which we compete,] primarily behind our Tide, Ariel and Downy brands.

We [added: generally] have the number one or number two market share position in the markets in which we compete, primarily behind our Pampers brand.

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

We also compete in the adult incontinence [removed: category in certain markets] [added: sub-category] behind Always Discreet, with [removed: over 10%] [added: about 15%] market share in the [removed: key] markets in which we compete.

The Company competes in daily-use product categories where performance plays a significant role in the consumer's choice of brands, and therefore, [removed: play] [added: plays] to P&G's strengths.

Our focused portfolio of businesses consists of [removed: ten] product categories where P&G has [removed: leading market positions,] strong brands and consumer-meaningful product [removed: technologies.][added: technologies with typically leadership market positions.]

Ongoing productivity improvement is [added: strategic and] crucial to delivering our balanced top- and bottom-line growth, cash generation and value creation objectives.

Productivity improvements also enable us to mitigate [added: and manage through periods of] challenging cost environments (including periods of increasing [removed: commodity] [added: commodity, inflation] and negative foreign exchange impacts).

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 and 4) delivering [added: a superior] employee value equation for all [removed: gender identities,] [added: employees inclusive of all genders,] races, ethnicities, sexual orientations, ages and abilities [added: -] for all roles [added: -] to ensure we continue to attract, retain and develop the best [removed: talent.][added: talent to better serve our diverse consumer base.]

SUMMARY OF [removed: 2023] [added: 2024] RESULTS

| Amounts in millions, except per share amounts | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | Change vs. Prior Year | | |

We undertake no

The explanation at the end of the MD&A provides the

In our presentation of data in tables or other charts, certain columns and rows may not add due to rounding.

Grooming: We are the global market leader in the grooming market, where we hold more than 45% share.

We are a global market leader in the feminine care category with over 20% global market share.

Our strategy is to deliver and sustain value creation through five integrated choices: a portfolio of daily-use products where performance drives brand choice; superiority across product, package, brand communication, retail execution and value; productivity; constructive disruption of the entire value chain; and a highly efficient and effective organization structure.

Additionally, to further strengthen our integrated strategy, we have declared four focus areas.

RECENT DEVELOPMENTS

Limited Market Portfolio Restructuring

In December 2023, the Company announced a limited market portfolio restructuring of its business operations, primarily in certain Enterprise Markets, including Argentina and Nigeria, to address challenging macroeconomic and fiscal conditions.

In connection with this announcement, the Company announced that it expected to record incremental restructuring charges of $1.0 to $1.5 billion after tax, consisting primarily of foreign currency translation losses to be recognized as non-cash charges upon the substantial liquidation of operations in the affected markets.

As of June 30, 2024, the Company has substantially liquidated its operations in certain Enterprise Markets, including Nigeria, and recorded a non-cash charge of $216 million after tax for accumulated currency translation losses previously included in Accumulated other comprehensive income/(loss).

On July 1, 2024, the Company completed the divestiture of its business in Argentina.

The Company expects to record a non-cash charge of approximately $750 million for accumulated currency translation losses in the first quarter of the fiscal year ending June 30, 2025.

Consistent with our historical policies for ongoing restructuring-type activities, resulting charges were funded by and included within Corporate for segment reporting.

Restructuring charges above the normal ongoing level of restructuring costs were reported as non-core charges.

For more details on the restructuring program, refer to Note 3 to the Consolidated Financial Statements.

Intangible Asset Impairment

During the fiscal year ended June 30, 2024, the Company recorded a $1.3 billion before tax ($1.0 billion after tax) non-cash impairment charge on an indefinite-lived intangible asset acquired as part of the Company’s 2005 acquisition of The Gillette Company.

The impairment charge arose from a reduction in the estimated fair value of the Gillette indefinite-lived intangible asset due to a higher discount rate, weakening of several currencies relative to the U.S. dollar and the impact of the non-core restructuring program described above.

This impairment charge adjusted the carrying value of the Gillette indefinite-lived intangible asset to fair value.

For a more detailed discussion of the Gillette impairment, refer to Note 4 to the Consolidated Financial Statements.

Net Sales were unchanged in Baby, Feminine & Family Care.

- Operating income increased $411 million, or 2%, to $18.5 billion due to the increase in net sales, partially offset by the non-cash impairment charge of $1.3 billion related to the Gillette intangible asset.

- Diluted EPS increased 2% to $6.02 due to the increase in net earnings.

Core EPS, which excludes the charge for the Gillette intangible asset impairment and incremental restructuring charges, increased 12% to $6.59.

◦ Adjusted free cash flow productivity, which is the ratio of adjusted free cash flow to net earnings excluding the Gillette intangible asset impairment charge and a non-cash charge for accumulated foreign currency translation losses due to the substantial liquidation of operations in certain Enterprise Markets, including Nigeria, was 105%.

For example, we are exposed to risks due to the ongoing war between Russia and Ukraine.

Translation exposures arise from measuring income statements of foreign subsidiaries with functional currencies other than the U.S. dollar.

In response to the devaluation of foreign currencies (including those deemed highly inflationary), any lags or inability (due to government restrictions) to implement price increases or the negative impacts of such actions on product consumption may lead to a decline in our net sales, net earnings and cash flows.

Disruptions in manufacturing, supply and distribution operations can lead to increased costs.

Legal or regulatory requirements and sustainability initiatives may result in increased costs.

These include tax policy changes (both U.S. and foreign), including those resulting from the current work being led by the OECD/G20 Inclusive Framework focused on "Addressing the Challenges of the Digitalization of the Economy”.

Government controls such as currency exchanges, pricing and import authorizations as well as government policies related to environmental and climate change matters and changes to international trade agreements can also impact our financial performance.

Volume and mix were unchanged versus the prior year.

Net sales were unchanged in Baby, Feminine & Family Care.

- an 80 basis-point decline from unfavorable product mix including the decline of the super-premium SK-II brand,

- 30 basis points of one-time manufacturing related costs including capacity startup costs.

Total SG&A increased 10% to $23.3 billion due to increased marketing spending and overhead costs.

SG&A as a percentage of net sales increased 200 basis points to 27.7% due primarily to the increase in marketing spending as a percentage of net sales.

Core EPS is diluted EPS excluding certain items that are not judged by management to be part of the Company's sustainable results or trends.

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

We believe these measures provide our investors with additional information about our underlying results and trends as well as insight to some of the metrics used to evaluate management.

(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.

Grooming: We are the global market leader in the blades and razors market.

Additionally, within this strategy of superiority, productivity, constructive disruption and organization, we have declared four focus areas to strengthen our performance going forward.

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

- Net earnings attributable to Procter & Gamble decreased $89 million, or 1%, to $14.7 billion versus the prior year due primarily to the decrease in net earnings.

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

◦ Adjusted free cash flow productivity, which is the ratio of adjusted free cash flow to net earnings, was 95%.

We discuss expectations regarding future performance, events and outcomes, such as our business outlook and objectives, in annual and quarterly reports, press releases and other written and oral communications.

All such statements, except for historical and present factual information, are "forward-looking statements" and are based on financial data and our business plans available only as of the time the statements are made, which may become out-of-date or incomplete.

We assume no obligation to update any forward-looking statements as a result of new information, future events or other factors, except as required by law.

Forward-looking statements are inherently uncertain and investors must recognize that events could be significantly different from our expectations.

Disruptions in our manufacturing, supply and distribution operations due to energy shortages, natural disasters, labor or freight constraints have impacted our costs and could do so in the future.

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.

Translation exposures relate to exchange rate impacts of measuring income statements of foreign subsidiaries that do not use the U.S. dollar as their functional currency.

Certain countries that recently had and are currently experiencing significant exchange rate fluctuations include Argentina, Brazil, the United Kingdom, Japan, Russia and Turkey.

These fluctuations have significantly impacted our historical net sales, net earnings and cash flows and could do so in the future.

Increased pricing in response to certain fluctuations in foreign currency exchange rates may offset portions of the currency impacts but could also have a negative impact on the consumption of our products, which would negatively affect our net sales, gross margin, operating margin, net earnings and cash flows.

For example, our net earnings and cash flows could be affected by any future legislative or regulatory changes in U.S. or non-U.S. tax policy, including changes resulting from the current work being led by the OECD/G20 Inclusive Framework focused on "Addressing the Challenges of the Digitalization of the Economy." The breadth of the OECD project extends beyond pure digital businesses and, as proposed, is likely to impact most large multinational businesses by both redefining jurisdictional taxation rights and establishing a 15% global minimum tax.

Our net sales, gross margin, operating margin, net earnings and cash flows may also be impacted by changes in U.S. and foreign government policies related to environmental and climate change matters.

Additionally, we attempt to carefully manage our debt, currency and other exposures in certain countries with currency exchange, import authorization and pricing controls, such as Egypt, Argentina and Pakistan.

Further, our net sales, gross margin, operating margin, net earnings and cash flows could be affected by changes to international trade agreements in North America and elsewhere.

Changes in government policies in the above areas might cause an increase or decrease in our net sales, gross margin, operating margin, net earnings and cash flows.

Russia-Ukraine War.

The war between Russia and Ukraine has negatively impacted our operations.

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

Our Russia business includes two manufacturing sites.

Beginning in March 2022, the Company reduced its product portfolio, discontinued new capital investments and suspended media, advertising and promotional activity in Russia.

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

Net assets of our Russia business accounted for less than 2% of consolidated net assets as of June 30, 2023.

Future impacts to the Company are difficult to predict due to the high level of uncertainty related to the war's duration, evolution and ultimate resolution.

Within Ukraine, there is a possibility of physical damage and destruction of our two manufacturing facilities.

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

Within Russia, we may not be able to continue our reduced operations at current levels due to sanctions and counter-sanctions, monetary, currency or payment controls, legislative restrictions or policies, restrictions on access to financial institutions and supply and transportation challenges.

Our suppliers, distributors and retail customers are also impacted by the war and their ability to successfully maintain their operations could also impact our operations or negatively impact the sales of our products.

More broadly, there could be additional negative impacts to our net sales, earnings and cash flows should the situation escalate beyond its current scope, including, among other potential impacts, economic recessions in certain neighboring countries or globally due to inflationary pressures and supply chain cost increases or the geographic proximity of the war relative to the rest of Europe.

[added: 32] The Procter & Gamble Company [removed: 31]

The Procter & Gamble Company (the Company) is [added: a world-leading multinational consumer goods company] focused on providing [added: trusted,] branded products of superior [removed: quality] [added: quality, performance] and value to improve the lives of [added: consumers around] the [removed: world's consumers,] [added: world -] now and for generations to come.

Reports can also be accessed [added: and downloaded] through links from our website at: www.pginvestor.com.

Our business model is [removed: built to deliver] [added: focused on delivering sustainable value creation by driving] balanced top- and bottom-line [removed: growth and value creation.][added: growth.]

Our products are sold in [removed: approximately] [added: about] 180 countries and territories [removed: through numerous channels as well as direct-to-consumer.][added: throughout the world.]

Sales to Walmart Inc. and its affiliates represent approximately [removed: 15%] [added: 16%] of our total sales in [removed: 2023, 2022] [added: 2024] and [removed: 2021.][added: 15% in 2023 and 2022.]

Our top ten customers accounted for [removed: 40%] [added: 42%] of our total net sales in [added: 2024, 40% in] 2023 and 39% in [removed: 2022 and 2021.][added: 2022.]

We own or have [removed: licenses under] [added: rights to] patents and [removed: registered] trademarks, which are used in connection with our activity in all businesses.

[removed: Some of these] [added: Our] patents [removed: or licenses] cover [added: a range of product features, including] significant product formulation and processes used to manufacture our products.

In part, our success can be attributed to the existence and continued protection of these [removed: trademarks, patents] [added: trademarks] and [removed: licenses.][added: patents.]

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

In many of the markets and industry [removed: segments in which we sell our products,] [added: segments,] we compete against other branded products as well as retailers' private-label brands.

[removed: We] [added: In this highly competitive setting, we] are well positioned in the industry segments and markets in which we operate, often holding a leadership or significant market share position.

We are also subject to expanding laws and regulations related to environmental protection and other sustainability-related matters, non-financial reporting and diligence, labor and employment, trade, taxation and [removed: data] privacy and [added: data] protection, including the European Union’s General Data Protection Regulation [removed: (GDPR)] and similar regulations in states within the United States and in countries around the world.

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: 2024] [added: 2025] 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 strategy relating to [removed: talent] [added: talent,] including [removed: diversity,] equality and [removed: inclusion] [added: inclusion,] as well as the Company’s compensation principles and practices.

As of June 30, [removed: 2023,] [added: 2024,] the Company had approximately [removed: 107,000] [added: 108,000] employees, [removed: an increase of 1%] [added: unchanged] versus the prior [removed: year due primarily to business growth.][added: year.]

[removed: 49%] [added: 48%] of our employees are in manufacturing roles and [removed: 27%] [added: 28%] of our employees are located in the United States.

[removed: 41%] [added: 42%] of our global employees are women and [removed: 30%] [added: 32%] of our U.S. employees identify as multicultural.

We focus on attracting, developing and retaining [removed: skilled and diverse talent,] [added: the widest pool of talent available,] both from universities and the broader market.

We recruit from [removed: among the best] universities across markets in which we compete and are generally able to select from the top talent.

We also offer competitive benefit programs, including retirement plans and health [removed: insurance] [added: insurance,] in line with local country [removed: practices] [added: practices,] with flexibility to accommodate the needs of a diverse workforce.

In 2021, the Company announced a 2040 net zero [removed: ambition and published a Climate Transition Action][added: ambition.]

[removed: Plan, which describes] [added: Our Climate Transition Action Plan outlines] the Company’s ongoing efforts toward reducing greenhouse gas emissions across scopes 1 and 2 and elements of scope 3.

The Company has also declared [removed: goals] [added: objectives] towards [removed: using] [added: purchasing] 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 [removed: to] [added: that help] address water [removed: scarcity.][added: scarcity in key water basins.]

[removed: We use the standards and guidelines of the Global Reporting Initiative,] Sustainability [removed: 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 [removed: reports.][added: reports are informed by standards and guidelines such as the Global Reporting Initiative (GRI) and the Task Force on Climate-related Financial Disclosures (TCFD).]

We create, manufacture, market and distribute a diversified portfolio of daily-use products to delight consumers with irresistible superiority across five key vectors - product performance, packaging, brand communication, retail execution and value.

We invest in research and development and consumer insights to invent new categories or products and innovate our existing products, ensuring they meet evolving consumer needs and preferences.

We leverage marketing strategies including advertising, promotions and endorsements to drive brand awareness and loyalty among consumers.

The Company utilizes various distribution channels, including retail stores, e-commerce platforms and direct-to-consumer platforms to deliver our products.

Our business model relies on continued productivity improvements to fuel investments in R&D and marketing and deliver value creation.

Our objective is to deliver sustainable and balanced top- and bottom-line growth while serving the needs of all stakeholders — consumers, customers, employees, society and shareowners.

Our integrated strategy and our focus on driving superiority across product, packaging, brand communication, retail execution and value are key differentiators in the marketplace.

Environmental sustainability is integrated into our business strategy.

We are focused on designing and manufacturing irresistibly superior products that are more sustainable.

We aim to reduce our own environmental footprint and enable our consumers to reduce their footprint without compromising on the performance of the products they use.

We develop and license technologies that can be used across industries to improve environmental sustainability at a broader scale.

Combined, this approach intends to positively impact the total environmental impact of the Company while driving market growth and value creation.

Our progress towards these objectives may be influenced and impacted by various stakeholders and developments beyond our control.

We rely on the continued growth and success of existing brands and products, as well as the creation of new innovative products and brands.

We offer products in markets and industry segments that are highly competitive.

Our growth strategy is to deliver meaningful and noticeable superiority across five key vectors of our consumer proposition - product performance, packaging, brand communication, retail execution and consumer and customer value.

We use our research and development (R&D) and consumer insights to provide superior products and packaging.

We utilize our marketing and online presence to deliver superior brand messaging to our consumers.

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

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

All major trademarks in each business are registered.

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

We believe this combination provides the

most efficient method of marketing for these types of products.

Product quality, performance, value and packaging are also important differentiating factors.

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.

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.

There are no [added: other] relevant matters to disclose under this Item for this period.

On November 22, 2023, Procter & Gamble UK (“P&G UK”), a United Kingdom based wholly owned subsidiary of the Company, received notification from the U.K. Environment Agency of its intent to assess an unspecified civil penalty for P&G UK’s prior inadvertent failure to secure a required permit for its London-based manufacturing site under the European Union’s and United Kingdom’s Emission Trading Systems.

Among other requirements, these Emissions Trading Systems require registration of the site and accounting of and payment for certain past greenhouse gas emissions.

The site has been properly registered since March 2021, and P&G UK proactively notified the U.K. Environment Agency after learning of the prior issue.

For the Fiscal Year Ended June 30, [removed: 2023][added: 2024]

| [removed: Cincinnati] | | | THE PROCTER & GAMBLE COMPANY | | | [removed: OH] | | |

| [removed: One Procter & Gamble Plaza] | | | One Procter & Gamble Plaza, Cincinnati, Ohio 45202 | | | [removed: 45202] | | |

| [removed: 513] | | | Telephone (513) 983-1100 | | | [removed: 983-1100] | | |

| | | | IRS Employer Identification No. 31-0411980 | | | [removed: 31-0411980] | | |

| | | | State of Incorporation: Ohio | | | [removed: OH] | | |

| [removed: 1.125%] [added: 3.250% EUR] Notes due [removed: 2023] [added: 2026] | | | [removed: PG23A] [added: PG26F] | | | New York Stock Exchange | | |

| [removed: 3.250%] [added: 3.150%] EUR Notes due [removed: 2026] [added: 2028] | | | [removed: PG26E] [added: PG28B] | | | New York Stock Exchange | | |

See the definitions of "large accelerated [removed: filed,"] [added: filer,"] "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

The aggregate market value of the voting stock held by non-affiliates amounted to [removed: $357] [added: $345] billion on December 31, [removed: 2022.][added: 2023.]

There were [removed: 2,357,306,187] [added: 2,354,050,987] shares of Common Stock outstanding as of July 31, [removed: 2023.][added: 2024.]

Portions of the Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of Shareholders, which will be filed within one hundred and twenty days of the fiscal year ended June 30, [removed: 2023 (2023] [added: 2024 (2024] Proxy Statement), are incorporated by reference into Part III of this report to the extent described herein.

| PART I | | | Item 1. | | | [removed: [Business](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_13)] [added: [Business](#i7bd8f3ba7968484689c049bd46f89f7a_13)] | | | | | | [removed: [1](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_13)] [added: [1](#i7bd8f3ba7968484689c049bd46f89f7a_13)] | | |

| | | | Item 1A. | | | [Risk [removed: Factors](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_16)] [added: Factors](#i7bd8f3ba7968484689c049bd46f89f7a_16)] | | | | | | [removed: [3](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_16)] [added: [3](#i7bd8f3ba7968484689c049bd46f89f7a_16)] | | |

| | | | Item 1B. | | | [Unresolved Staff [removed: Comments](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_19)] [added: Comments](#i7bd8f3ba7968484689c049bd46f89f7a_19)] | | | | | | [removed: [9](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_19)] [added: [9](#i7bd8f3ba7968484689c049bd46f89f7a_19)] | | |

| | | | Item 2. | | | [removed: [Properties](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_22)] [added: [Properties](#i7bd8f3ba7968484689c049bd46f89f7a_22)] | | | | | | [removed: [9](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_22)] [added: [10](#i7bd8f3ba7968484689c049bd46f89f7a_22)] | | |

| | | | Item 3. | | | [Legal [removed: Proceedings](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_25)] [added: Proceedings](#i7bd8f3ba7968484689c049bd46f89f7a_25)] | | | | | | [removed: [9](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_25)] [added: [10](#i7bd8f3ba7968484689c049bd46f89f7a_25)] | | |

| | | | Item 4. | | | [Mine Safety [removed: Disclosure](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_28)] [added: Disclosure](#i7bd8f3ba7968484689c049bd46f89f7a_28)] | | | | | | [removed: [9](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_28)] [added: [10](#i7bd8f3ba7968484689c049bd46f89f7a_28)] | | |

| | | | | | | [Information about our Executive [removed: Officers](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_31)] [added: Officers](#i7bd8f3ba7968484689c049bd46f89f7a_31)] | | | | | | [removed: [10](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_31)] [added: [11](#i7bd8f3ba7968484689c049bd46f89f7a_31)] | | |

| PART II | | | Item 5. | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_37)] [added: Securities](#i7bd8f3ba7968484689c049bd46f89f7a_37)] | | | | | | [removed: [11](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_37)] [added: [12](#i7bd8f3ba7968484689c049bd46f89f7a_37)] | | |

| | | | Item 6. | | | [Intentionally [removed: Omitted](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_40)] [added: Omitted](#i7bd8f3ba7968484689c049bd46f89f7a_40)] | | | | | | [removed: [12](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_40)] [added: [13](#i7bd8f3ba7968484689c049bd46f89f7a_40)] | | |

| | | | Item 7. | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_43)] [added: Operations](#i7bd8f3ba7968484689c049bd46f89f7a_43)] | | | | | | [removed: [12](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_43)] [added: [13](#i7bd8f3ba7968484689c049bd46f89f7a_43)] | | |

| | | | Item 7A. | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_73)] [added: Risk](#i7bd8f3ba7968484689c049bd46f89f7a_73)] | | | | | | [removed: [30](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_73)] [added: [31](#i7bd8f3ba7968484689c049bd46f89f7a_73)] | | |

| | | | Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_76)] [added: Data](#i7bd8f3ba7968484689c049bd46f89f7a_76)] | | | | | | [removed: [31](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_76)] [added: [32](#i7bd8f3ba7968484689c049bd46f89f7a_76)] | | |

| | | | | | | [Management's Report and Reports of Independent Registered Public Accounting [removed: Firm](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_79)] [added: Firm](#i7bd8f3ba7968484689c049bd46f89f7a_79)] | | | | | | [removed: [31](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_79)] [added: [32](#i7bd8f3ba7968484689c049bd46f89f7a_79)] | | |

| | | | | | | [Consolidated Statements of [removed: Earnings](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_82)] [added: Earnings](#i7bd8f3ba7968484689c049bd46f89f7a_82)] | | | | | | [removed: [35](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_82)] [added: [36](#i7bd8f3ba7968484689c049bd46f89f7a_82)] | | |

| | | | | | | [Consolidated Statements of Comprehensive [removed: Income](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_85)] [added: Income](#i7bd8f3ba7968484689c049bd46f89f7a_85)] | | | | | | [removed: [35](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_85)] [added: [36](#i7bd8f3ba7968484689c049bd46f89f7a_85)] | | |

| | | | | | | [Consolidated Balance [removed: Sheets](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_88)] [added: Sheets](#i7bd8f3ba7968484689c049bd46f89f7a_88)] | | | | | | [removed: [36](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_88)] [added: [37](#i7bd8f3ba7968484689c049bd46f89f7a_88)] | | |

| | | | | | | [Consolidated Statements of Shareholders' [removed: Equity](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_91)] [added: Equity](#i7bd8f3ba7968484689c049bd46f89f7a_91)] | | | | | | [removed: [37](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_91)] [added: [38](#i7bd8f3ba7968484689c049bd46f89f7a_91)] | | |

| | | | | | | [Consolidated Statements of Cash [removed: Flows](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_94)] [added: Flows](#i7bd8f3ba7968484689c049bd46f89f7a_94)] | | | | | | [removed: [38](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_94)] [added: [39](#i7bd8f3ba7968484689c049bd46f89f7a_94)] | | |

| | | | | | | [Notes to Consolidated Financial [removed: Statements](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_97)] [added: Statements](#i7bd8f3ba7968484689c049bd46f89f7a_97)] | | | | | | [removed: [39](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_97)] [added: [40](#i7bd8f3ba7968484689c049bd46f89f7a_97)] | | |

| | | | | | | [Note 1: Summary of Significant Accounting [removed: Policies](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_100)] [added: Policies](#i7bd8f3ba7968484689c049bd46f89f7a_100)] | | | | | | [removed: [39](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_100)] [added: [40](#i7bd8f3ba7968484689c049bd46f89f7a_100)] | | |

| | | | | | | [Note 2: Segment [removed: Information](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_103)] [added: Information](#i7bd8f3ba7968484689c049bd46f89f7a_103)] | | | | | | [removed: [41](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_103)] [added: [42](#i7bd8f3ba7968484689c049bd46f89f7a_103)] | | |

| | | | | | | [Note 3: Supplemental Financial [removed: Information](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_106)] [added: Information](#i7bd8f3ba7968484689c049bd46f89f7a_106)] | | | | | | [removed: [44](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_106)] [added: [45](#i7bd8f3ba7968484689c049bd46f89f7a_106)] | | |

| | | | | | | [Note 4: Goodwill and Intangible [removed: Assets](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_109)] [added: Assets](#i7bd8f3ba7968484689c049bd46f89f7a_109)] | | | | | | [removed: [45](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_109)] [added: [46](#i7bd8f3ba7968484689c049bd46f89f7a_109)] | | |

| | | | | | | [Note 5: Income [removed: Taxes](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_112)] [added: Taxes](#i7bd8f3ba7968484689c049bd46f89f7a_112)] | | | | | | [removed: [46](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_112)] [added: [48](#i7bd8f3ba7968484689c049bd46f89f7a_112)] | | |

| | | | | | | [Note 6: Earnings Per [removed: Share](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_115)] [added: Share](#i7bd8f3ba7968484689c049bd46f89f7a_115)] | | | | | | [removed: [48](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_115)] [added: [50](#i7bd8f3ba7968484689c049bd46f89f7a_115)] | | |

| | | | | | | [Note 7: [removed: S](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_118)[hare](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_118)[\-based Compensation](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_118)] [added: Share-based Compensation](#i7bd8f3ba7968484689c049bd46f89f7a_118)] | | | | | | [removed: [49](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_118)] [added: [51](#i7bd8f3ba7968484689c049bd46f89f7a_118)] | | |

| | | | | | | [Note 8: Postretirement Benefits and Employee Stock Ownership [removed: Plan](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_121)] [added: Plan](#i7bd8f3ba7968484689c049bd46f89f7a_121)] | | | | | | [removed: [51](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_121)] [added: [53](#i7bd8f3ba7968484689c049bd46f89f7a_121)] | | |

| | | | | | | [Note 9: Risk Management Activities and Fair Value [removed: Measurements](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_124)] [added: Measurements](#i7bd8f3ba7968484689c049bd46f89f7a_124)] | | | | | | [removed: [56](#i1b85b6c3cb444a6680e7cb88d1ca9ccf_124)] [added: [58](#i7bd8f3ba7968484689c049bd46f89f7a_124)] | | |

| 3.200% EUR Notes due 2034 | | | PG34C | | | New York Stock Exchange | | |

| | | | Item 1C. | | | [Cybersecurity](#i7bd8f3ba7968484689c049bd46f89f7a_1860) | | | | | | [9](#i7bd8f3ba7968484689c049bd46f89f7a_1860) | | |

| | | | | | | [Note 14:](#i7bd8f3ba7968484689c049bd46f89f7a_1867) [](#i7bd8f3ba7968484689c049bd46f89f7a_1867)[Supplier Finance Programs](#i7bd8f3ba7968484689c049bd46f89f7a_1867) | | | | | | [64](#i7bd8f3ba7968484689c049bd46f89f7a_1867) | | |

| | | | | | | [Note 15:](#i7bd8f3ba7968484689c049bd46f89f7a_1911) [](#i7bd8f3ba7968484689c049bd46f89f7a_1911)[Subsequent Event](#i7bd8f3ba7968484689c049bd46f89f7a_1911) | | | | | | [64](#i7bd8f3ba7968484689c049bd46f89f7a_1911) | | |

Risk Management and Strategy

The Company employs multiple tools and processes for assessing, identifying, and managing material risks from cybersecurity threats.

A multi-functional enterprise security team reviews and assesses top cybersecurity risks.

This assessment is shared with members of senior management, including the Chief Information Officer (CIO) and Chief Information Security Officer (CISO), and helps guide the Company's cybersecurity operational priorities and strategy.

In addition, cybersecurity risks are integrated into the Company’s broader Enterprise Risk Management program and, when identified, are reported to relevant business and governance leaders within the Company for appropriate action.

To support the ongoing identification and management of cybersecurity issues, the Company provides information security employee training, conducts global and targeted phishing simulation campaigns and conducts tabletop exercises.

The Company also deploys a large library of security tools and experts to help prevent, detect, contain, eradicate and recover from potential cybersecurity issues and cyber-attacks.

Further, the Company engages third-party consultants and services for cyber intelligence, insights and assessments of its cybersecurity risk posture and governance.

Cybersecurity reviews are embedded into the Company’s Third-Party Risk Management program.

Generally under this program, third parties that process personal data or high-risk business data on behalf of the Company complete privacy and cybersecurity assessments on a risk basis, which may require such third parties to sign data processing agreements, comply with particular security controls or complete an additional security and privacy assessment.

As a global company, we manage a variety of cybersecurity threats and cannot wholly eliminate the risk of adverse impacts from such incidents.

However, as of the date of this Form 10-K, we have not identified any cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy, results of our operations or financial condition.

For additional information on the risks from cybersecurity threats that we have faced in the past and expect to continue to face in the future, please refer to the “Risk Factors” in Part I, Item 1A of this Form 10-K.

Governance

The Company’s Board of Directors oversees cybersecurity risks consistent with its general risk oversight responsibility.

The Audit Committee of the Board has specific responsibility for reviewing the status of the security of the Company’s electronic data processing information systems and the general security, including cybersecurity, of the Company’s people, assets and information systems.

In support of this general oversight, the full Board reviews at least annually the most significant enterprise risks facing the Company, including cybersecurity risks, as identified in the Company’s Enterprise Risk Management program.

This review, which includes key members of senior management, covers any key risks from information security that have been identified and corresponding action plans.

The Audit Committee also receives regular updates from the Company’s CIO and CISO about the Company’s information security and systems security programs and plans, including emerging trends and progress on overall enterprise cybersecurity programs and priorities.

These updates occur at least three times a year, with interim updates as needed.

The Company’s management is responsible for implementing its strategic plans, including identifying, evaluating, managing and mitigating the risks inherent in them, such as cybersecurity risks.

Within management, the Company’s CISO has specific responsibility for cybersecurity risk management, reporting to the CIO.

The Company’s CISO has over 15 years of experience in cybersecurity, information security and information risk management, including several years each in security engineering and in operations, as well as running incident response organizations.

The CISO's organization includes a dedicated team of centralized information security experts and a network of security professionals embedded in each business unit and function.

The CISO also leads the design and development of the Company’s cybersecurity program, relying on functional experts within the central Information Security organization as well as on information security experts within each of the Company’s Organizational Units.

These embedded experts are responsible for the execution of the Company’s overall information security strategy and report security risks in their area of responsibility to their Organization Unit leader and to the CISO.

Experts within the Company’s central Information Security organization help develop the Company’s cybersecurity strategies, policies and standards and similarly report security risks within the central enterprise to the CISO.

10 The Procter & Gamble Company

A central team within the Company leads enterprise-wide incident investigations and response, assisting and consulting on cyber security incidents impacting individual Organizational Units.

Alerts of potential incidents can arise from security tool alerts, employee reports, threat intelligence sources, threat hunting activities or external entities, among other sources.

The Company's Security Operations Center initially responds to incident alerts and notifies central experts to any potentially significant cybersecurity incidents.

Members of the Security Operations Center and relevant response teams work to contain and eradicate potential and identified threats and support the system’s recovery efforts, advised as needed by the Legal department and other Company experts.

Incidents are communicated to the CISO and other members of management, including the Company’s Ethics & Compliance Committee, as well as the Audit Committee of the Board, based on documented escalation criteria.

The central enterprise team also regularly reviews incident reports to update the CISO.

As described above, both the CIO and CISO report information about the Company’s identification and management of cybersecurity risks to the Audit Committee.

In addition, we own and operate [removed: 80] [added: 78] manufacturing sites in [removed: 34] [added: 33] other countries.

Beauty products are manufactured at [removed: 23] [added: 22] of these locations; Grooming products at 17; Health Care products at 20; Fabric & Home Care products at [removed: 37;] [added: 35;] and Baby, Feminine & Family Care products at 37.

[removed: 10] [added: 12] The Procter & Gamble Company

The names, ages and positions held by the Executive Officers of the Company on August [removed: 4, 2023,] [added: 5, 2024,] are:

| Jon R. Moeller | | | | | | Chairman of the Board, President and Chief Executive Officer | | | | | | [removed: 59] [added: 60] | | | | | | 2009 (1) | | |

| Shailesh Jejurikar | | | | | | Chief Operating Officer | | | | | | [removed: 56] [added: 57] | | | | | | 2018 (2) | | |

| Andre Schulten | | | | | | Chief Financial Officer | | | | | | [removed: 52] [added: 53] | | | | | | 2021 (3) | | |

| Gary A. Coombe | | | | | | Chief Executive Officer - Grooming | | | | | | [removed: 59] [added: 60] | | | | | | 2014 [removed: (4)] [added: (( )] | | |

| Jennifer L. Davis | | | | | | Chief Executive Officer - Health Care | | | | | | [removed: 52] [added: 53] | | | | | | 2022 [removed: (5)] [added: (4)] | | |

| Ma. Fatima D. Francisco | | | | | | Chief Executive Officer - Baby, Feminine and Family Care [removed: and Executive Sponsor for Gender Equality] | | | | | | [removed: 55] [added: 56] | | | | | | 2018 [removed: (6)] [added: (5)] | | |

| R. Alexandra Keith | | | | | | Chief Executive Officer - Beauty and Executive Sponsor for Corporate Sustainability | | | | | | [removed: 55] [added: 56] | | | | | | 2017 [removed: (7)] [added: (6)] | | |

| Sundar Raman | | | | | | Chief Executive Officer - Fabric and Home Care | | | | | | [removed: 48] [added: 49] | | | | | | 2021 [removed: (8)] [added: (7)] | | |

| Victor Aguilar | | | | | | Chief Research, Development and Innovation Officer | | | | | | [removed: 56] [added: 57] | | | | | | 2020 [removed: (9)] [added: (8)] | | |

| Marc S. Pritchard | | | | | | Chief Brand Officer | | | | | | [removed: 63] [added: 64] | | | | | | 2008 (( ) | | |

| Balaji Purushothaman | | | | | | Chief Human Resources Officer | | | | | | [removed: 54] [added: 55] | | | | | | 2023 [removed: (10)] [added: (9)] | | |

| Susan Street Whaley | | | | | | Chief Legal Officer and Secretary | | | | | | [removed: 49] [added: 50] | | | | | | 2022 [removed: (11)] [added: (10)] | | |

(2)Mr. Jejurikar previously served as Chief Executive Officer - Fabric and Home Care (2019 - [removed: 2021),] [added: 2021) and] President - Global Fabric, Home Care and P&G Professional (2018 - [removed: 2019), and President - Global Fabric Care and Brand-Building Officer Global Fabric & Home Care (2015 - 2018).][added: 2019).]

(3)Mr. Schulten previously served as Senior Vice President - Baby Care, North America (2018 - [removed: 2021) and Senior Vice President - Finance & Accounting, Global Baby, Feminine and Family Care (2014 - 2018).][added: 2021).]

[removed: (5)Ms.] [added: (4)Ms.] Davis previously served as President - Feminine Care (2019 - [removed: 2022),] [added: 2022) and] President - Global Feminine Care (2018 - [removed: 2019), and Vice President - Feminine Care, North America and Brand Franchise Leader, Tampax (2016 - 2018).][added: 2019).]

[removed: (6)Ms.] [added: (5)Ms.] Francisco previously served as Chief Executive Officer - Baby and Feminine Care (2019 - [removed: 2021),] [added: 2021) and] President - Global Baby Care and Baby & Feminine Care Sector (2018 - [removed: 2019), and President - Global Feminine Care (2015 - 2018).][added: 2019).]

[removed: (7)Ms.] [added: (6)Ms.] Keith previously served as Chief Executive Officer - Beauty (2017 - 2022).

[removed: (8)Mr.] [added: (7)Mr.] Raman previously served as 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).

[removed: (9)Mr.] [added: (8)Mr.] Aguilar previously served as Senior Vice President - Research & Development, Corporate Function Research & Development (2020), Senior Vice President - Research & Development, Corporate Function Research & Development and Global Fabric Care (2019), and Senior Vice President - Research & Development Global Fabric Care; and Sector Leader, Research & Development Global Fabric and Home Care (2014 - 2019).

[removed: (10)Mr.] [added: (9)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).

[removed: (11)Ms.] [added: (10)Ms.] Whaley previously served as Senior Vice President and General Counsel - North America, Practice Groups and Sector Business Units (2019 - 2022), and Vice President and General Counsel - North America, Global Go-To-Market and Practice Groups, and Global Business Units (2016 - 2019).

(4)Mr. Coombe previously served as President - Europe Selling & Market Operations (2014 - 2018).

This table excludes shares withheld from employees to satisfy [removed: minimum] tax withholding requirements on option exercises and other equity-based transactions.

[removed: (3)On April 21,] [added: (3)In accordance with the repurchase program announced on July 28,] 2023, the Company [removed: stated that] [added: reaffirmed] in [removed: fiscal year 2023 the Company] [added: its earnings release on April 19, 2024, that it] expected to reduce outstanding shares through direct share repurchases at a value of [removed: $7.4] [added: $5] to [removed: $8.0 billion,] [added: $6 billion in fiscal year 2024,] 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: $7.4] [added: $5] billion.

The share repurchase plan ended on June 30, [removed: 2023.][added: 2024.]

P&G has been paying a dividend for [removed: 133] [added: 134] consecutive years since its incorporation in 1890 and has increased its dividend for [removed: 67] [added: 68] consecutive years since 1956.

[removed: ][added: ]

[removed: 12] The Procter & Gamble Company [added: 13]

As of June 30, [removed: 2023,] [added: 2024,] there were approximately [removed: five] [added: 6] 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: 2023,] [added: 2024,] 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: 2018,] [added: 2019,] and that all dividends were reinvested.

[removed: ][added: ]

| Company Name/Index | | | [removed: 2018 | | |] 2019 | | | 2020 | | | 2021 | | | 2022 | | | 2023 | | | [added: 2024 | | |]

| 4/1/2024 - 4/30/2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | (3) | | |

| 5/1/2024 - 5/31/2024 | | | | | | 4,518,335 | | | | | | $165.99 | | | | | | 4,518,335 | | | | | | (3) | | |

| 6/1/2024 - 6/30/2024 | | | | | | 4,491,564 | | | | | | 166.96 | | | | | | 4,491,564 | | | | | | (3) | | |

| Total | | | | | | 9,009,899 | | | | | | $166.48 | | | | | | 9,009,899 | | | | | | (3) | | |

| (in dollars; split-adjusted) | | | 1956 | | | | | | 1964 | | | | | | 1974 | | | | | | 1984 | | | | | | 1994 | | | | | | 2004 | | | | | | 2014 | | | | | | 2024 | | | | | |

| Dividends per share | | | $ | | | 0.01 | | | $ | | | 0.03 | | | $ | | | 0.06 | | | $ | | | 0.15 | | | $ | | | 0.31 | | | $ | | | 0.93 | | | $ | | | 2.45 | | | $ | | | 3.83 | | |

| P&G | | | $ | 100 | | $ | 112 | | $ | 129 | | $ | 141 | | $ | 153 | | $ | 170 | |

| S&P 500 | | | 100 | | | 108 | | | 151 | | | 135 | | | 162 | | | 202 | | |

| S&P 500 Consumer Staples | | | 100 | | | 104 | | | 128 | | | 136 | | | 145 | | | 157 | | |

| 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 | | |

Management assessed the effectiveness of the Company's internal control over financial reporting as of June 30, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] as stated in their report which is included herein.

[removed: 32] The Procter & Gamble Company [added: 63]

We have audited the accompanying Consolidated Balance Sheets of The Procter & Gamble Company and subsidiaries (the "Company") as of June 30, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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: 2023,] [added: 2024,] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended June 30, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] based on criteria established in [removed: *Internal] [added: Internal] Control — Integrated Framework [removed: (2013)*] [added: (2013)] issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated August [removed: 4, 2023,] [added: 5, 2024,] expressed an unqualified opinion on the Company's internal control over financial reporting.

Intangible Assets — Gillette [removed: Indefinite Lived] [added: Indefinite-Lived] Intangible Asset — Refer to Notes 1 and 4 to the financial statements

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

This requires management to make significant estimates and assumptions related to forecasts of future net sales and earnings, including growth rates beyond a 10-year time period, royalty [removed: rates,] [added: rate] and discount rate.

The Company performed their annual impairment assessment of the Gillette Brand as of [removed: December 31, 2022.][added: October 1, 2023.]

As of June 30, [removed: 2023,] [added: 2024,] the carrying value of the Gillette Brand was [removed: $14.1] [added: $12.8] billion.

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

A high degree of auditor judgment and an increased extent of effort was required when performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions related to the forecasts of future net sales and earnings as well as the selection of royalty [removed: rates] [added: rate] and discount rate, including the need to involve our fair value specialists.

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

- We tested the effectiveness of controls over 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 [removed: rates] [added: rate] and discount rate.

- With the assistance of our fair value specialists, we evaluated the net sales and earnings growth rates, royalty [removed: rates,] [added: rate,] and discount rate by:

- Testing the source information underlying the determination of net sales and earnings growth rates, royalty [removed: rates,] [added: rate,] and discount rate and the mathematical accuracy of the calculations.

We have audited the internal control over financial reporting of The Procter & Gamble Company and subsidiaries (the "Company") as of June 30, [removed: 2023,] [added: 2024,] based on criteria established in [removed: *Internal] [added: Internal] Control — Integrated Framework [removed: (2013)*] [added: (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: 2023,] [added: 2024,] based on criteria established in [removed: *Internal] [added: Internal] Control — Integrated Framework [removed: (2013)*] [added: (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: 2023,] [added: 2024,] of the Company and our report dated August [removed: 4, 2023,] [added: 5, 2024,] expressed an unqualified opinion on those financial statements.

| Amounts in millions except per share amounts; fiscal years ended June 30 | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| NET SALES | | | $ | [removed: 82,006] [added: 84,039] | | | | | $ | [removed: 80,187] [added: 82,006] | | | | | $ | [removed: 76,118] [added: 80,187] | |

| Cost of products sold | | | [removed: 42,760] [added: 40,848] | | | | | | [removed: 42,157] [added: 42,760] | | | | | | [removed: 37,108] [added: 42,157] | | |

| Selling, general and administrative expense | | | [removed: 21,112] [added: 23,305] | | | | | | [removed: 20,217] [added: 21,112] | | | | | | [removed: 21,024] [added: 20,217] | | |

| OPERATING INCOME | | | [removed: 18,134] [added: 18,545] | | | | | | [removed: 17,813] [added: 18,134] | | | | | | [removed: 17,986] [added: 17,813] | | |

| Interest expense | | | [removed: (756)] [added: (925)] | | | | | | [removed: (439)] [added: (756)] | | | | | | [removed: (502)] [added: (439)] | | |

| Interest income | | | [removed: 307] [added: 473] | | | | | | [removed: 51] [added: 307] | | | | | | [removed: 45] [added: 51] | | |

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

| EARNINGS BEFORE INCOME TAXES | | | [removed: 18,353] [added: 18,761] | | | | | | [removed: 17,995] [added: 18,353] | | | | | | [removed: 17,615] [added: 17,995] | | |

| Income taxes | | | [removed: 3,615] [added: 3,787] | | | | | | [removed: 3,202] [added: 3,615] | | | | | | [removed: 3,263] [added: 3,202] | | |

| NET EARNINGS | | | [removed: 14,738] [added: 14,974] | | | | | | [removed: 14,793] [added: 14,738] | | | | | | [removed: 14,352] [added: 14,793] | | |

| Less: Net earnings attributable to noncontrolling interests | | | [removed: 85] [added: 95] | | | | | | [removed: 51] [added: 85] | | | | | | [removed: 46] [added: 51] | | |

| NET EARNINGS ATTRIBUTABLE TO PROCTER & GAMBLE | | | $ | [removed: 14,653] [added: 14,879] | | | | | $ | [removed: 14,742] [added: 14,653] | | | | | $ | [removed: 14,306] [added: 14,742] | |

| Basic | | | $ | [removed: 6.07] [added: 6.18] | | | | | $ | [removed: 6.00] [added: 6.07] | | | | | $ | [removed: 5.69] [added: 6.00] | |

| Diluted | | | $ | [removed: 5.90] [added: 6.02] | | | | | $ | [removed: 5.81] [added: 5.90] | | | | | $ | [removed: 5.50] [added: 5.81] | |

| Amounts in millions; fiscal years ended June 30 | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| NET EARNINGS | | | $ | [removed: 14,738] [added: 14,974] | | | | | $ | [removed: 14,793] [added: 14,738] | | | | | $ | [removed: 14,352] [added: 14,793] | |

| Foreign currency translation (net of tax (benefit)/expense of [removed: $(197), $515] [added: $66, $(197)] and [removed: $(266),] [added: $515,] respectively) | | | [removed: (71)] [added: (226)] | | | | | | [removed: (1,450)] [added: (71)] | | | | | | [removed: 1,023] [added: (1,450)] | | |

| Unrealized gains/(losses) on investment securities (net of tax (benefit)/expense of [removed: $(2), $1] [added: $(1), $(2)] and [removed: $5,] [added: $1,] respectively) | | | [removed: (7)] [added: (3)] | | | | | | [removed: 5] [added: (7)] | | | | | | [removed: 16] [added: 5] | | |

| Unrealized gains on defined benefit postretirement plans (net of tax expense of [removed: $9, $1,022] [added: $230, $9] and [removed: $445,] [added: $1,022,] respectively) | | | [removed: 40] [added: 546] | | | | | | [removed: 2,992] [added: 40] | | | | | | [removed: 1,386] [added: 2,992] | | |

| August 5, 2024 | | |

During the fiscal year ended June 30, 2024, the Company determined that the fair value of the Gillette indefinite-lived intangible asset was less than its carrying amount.

As a result, the Company recorded an impairment charge of $1.3 billion ($1.0 billion after tax) to reduce the carrying amount to be equivalent to the estimated fair value as of December 31, 2023.

| August 5, 2024 | | |

| August 5, 2024 | | |

| Indefinite-lived intangible asset impairment charge | | | 1,341 | | | | | | — | | | | | | — | | |

| Net earnings | | | | | | | | | | | | | | | | | | | | | | | | 14,879 | | | 95 | | | 14,974 | | |

| Common | | | | | | | | | | | | | | | | | | | | | | | | (9,053) | | | | | | (9,053) | | |

| Preferred | | | | | | | | | | | | | | | | | | | | | | | | (284) | | | | | | (284) | | |

| Treasury stock purchases | | | (31,877) | | | | | | | | | | | | | | | | | | (5,014) | | | | | | | | | (5,014) | | |

| Employee stock plans | | | 24,095 | | | | | | | | | 1,125 | | | | | | | | | 1,353 | | | | | | | | | 2,478 | | |

| BALANCE JUNE 30, 2024 | | | 2,357,051 | | | $4,009 | | | $798 | | | $67,684 | | | ($737) | | | ($11,900) | | | ($133,379) | | | $123,811 | | | $272 | | | $50,559 | | |

| Amounts in millions; fiscal years ended June 30 | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |

| Indefinite-lived intangible asset impairment charge | | | 1,341 | | | | | | — | | | | | | — | | |

In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2023-07, “Segment Reporting: Improvements to Reportable Segment Disclosures.” This guidance requires disclosure of incremental segment information on an annual and interim basis.

This amendment is effective for our fiscal year ending June 30, 2025, and our interim periods within the fiscal year ending June 30, 2026.

We are currently assessing the impact of this guidance on our disclosures.

In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes: Improvements to Income Tax Disclosures.” This guidance requires consistent categories and greater disaggregation of information in the rate reconciliation and disclosures of income taxes paid by jurisdiction.

This amendment is effective for our fiscal year ending June 30, 2026.

We are currently assessing the impact of this guidance on our disclosures.

| BEAUTY | | | 2024 | | | | | | $ | 15,220 | | | | | $ | 3,805 | | | | | $ | 2,963 | | | | | $ | 399 | | | | | $ | 6,103 | | | | | $ | 280 | |

| GROOMING | | | 2024 | | | | | | 6,654 | | | | | | 1,845 | | | | | | 1,477 | | | | | | 335 | | | | | | 19,082 | | | | | | 337 | | |

| HEALTH CARE | | | 2024 | | | | | | 11,793 | | | | | | 2,941 | | | | | | 2,258 | | | | | | 381 | | | | | | 8,416 | | | | | | 524 | | |

| FABRIC & HOME CARE | | | 2024 | | | | | | 29,495 | | | | | | 7,339 | | | | | | 5,687 | | | | | | 710 | | | | | | 8,907 | | | | | | 1,076 | | |

| BABY, FEMININE & FAMILY CARE | | | 2024 | | | | | | 20,277 | | | | | | 5,253 | | | | | | 4,020 | | | | | | 824 | | | | | | 8,497 | | | | | | 979 | | |

| CORPORATE | | | 2024 | | | | | | 601 | | | | | | (2,422) | | | | | | (1,430) | | | | | | 247 | | | | | | 71,365 | | | | | | 126 | | |

| TOTAL COMPANY | | | 2024 | | | | | | $ | 84,039 | | | | | $ | 18,761 | | | | | $ | 14,974 | | | | | $ | 2,896 | | | | | $ | 122,370 | | | | | $ | 3,322 | |

| Accrued compensation | | | 2,161 | | | | | | 2,030 | | |

| Accrued interest | | | 282 | | | | | | 235 | | |

| Lease liabilities | | | 243 | | | | | | 222 | | |

| Other | | | 2,953 | | | | | | 2,915 | | |

| Pension benefit obligations | | | $ | 2,884 | | | | | $ | 3,116 | |

| Lease liabilities | | | 666 | | | | | | 595 | | |

| Other retiree benefit obligations | | | 653 | | | | | | 690 | | |

In December 2023, the Company announced a limited market portfolio restructuring of its business operations, primarily in certain Enterprise Markets, including Argentina and Nigeria, to address challenging macroeconomic and fiscal conditions.

In connection with this announcement, the Company expects to record incremental restructuring charges of $1.0 to $1.5 billion after tax, consisting primarily of foreign currency translation losses to be recognized as non-cash charges upon the substantial liquidation of operations in the affected markets.

| Cost incurred | | | 202 | | | 101 | | | 355 | | | 659 | | |

| Cost paid/settled | | | (224) | | | (101) | | | (342) | | | (667) | | |

| RESERVE JUNE 30, 2024 | | | $ | 133 | | $ | — | | $ | 32 | | $ | 166 | |

Separation Costs

| August 4, 2023 | | |

Because the estimated fair value exceeds the carrying value, no impairment was recorded.

| BALANCE JUNE 30, 2020 | | | 2,479,746 | | | $4,009 | | | $897 | | | $64,194 | | | ($1,080) | | | ($16,165) | | | ($105,573) | | | $100,239 | | | $357 | | | $46,878 | | |

| Net earnings | | | | | | | | | | | | | | | | | | | | | | | | 14,306 | | | 46 | | | 14,352 | | |

| Common | | | | | | | | | | | | | | | | | | | | | | | | (8,020) | | | | | | (8,020) | | |

| Preferred | | | | | | | | | | | | | | | | | | | | | | | | (271) | | | | | | (271) | | |

| Employee stock plans | | | 28,001 | | | | | | | | | 650 | | | | | | | | | 1,586 | | | | | | | | | 2,236 | | |

| Loss on early extinguishment of debt | | | — | | | | | | — | | | | | | 512 | | |

| Treasury stock purchases | | | (7,353) | | | | | | (10,003) | | | | | | (11,009) | | |

(1)Includes early extinguishment of debt costs of $512 in 2021.

Because of a lack of control over Venezuelan subsidiaries caused by a number of currency and other operating controls and restrictions, our Venezuelan subsidiaries are not consolidated for any year presented.

We account for those subsidiaries at cost, less impairments, plus or minus observable price changes.

Beginning in fiscal year 2022, the Company began to present increases and reductions in short-term debt with maturities of more than three months separately within the Consolidated Statements of Cash Flows.

The presentation for the fiscal year ended June 30, 2021, has been revised to align with the current period presentation.

This change had no impact on total financing activities, and we have concluded the change is not material.

$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.

| | | | 2021 | | | | | | 14,417 | | | | | | 4,018 | | | | | | 3,210 | | | | | | 333 | | | | | | 5,587 | | | | | | 386 | | |

| | | | 2021 | | | | | | 6,440 | | | | | | 1,728 | | | | | | 1,427 | | | | | | 378 | | | | | | 20,668 | | | | | | 291 | | |

| | | | 2021 | | | | | | 9,956 | | | | | | 2,398 | | | | | | 1,851 | | | | | | 372 | | | | | | 7,976 | | | | | | 364 | | |

| | | | 2021 | | | | | | 26,014 | | | | | | 5,986 | | | | | | 4,622 | | | | | | 646 | | | | | | 8,334 | | | | | | 1,006 | | |

| | | | 2021 | | | | | | 18,850 | | | | | | 4,723 | | | | | | 3,629 | | | | | | 846 | | | | | | 8,666 | | | | | | 814 | | |

| | | | 2021 | | | | | | 441 | | | | | | (1,238) | | | | | | (387) | | | | | | 160 | | | | | | 68,076 | | | | | | (74) | | |

| | | | 2021 | | | | | | 76,118 | | | | | | 17,615 | | | | | | 14,352 | | | | | | 2,735 | | | | | | 119,307 | | | | | | 2,787 | | |

| Compensation expenses | | | 2,030 | | | | | | 1,797 | | |

| Leases | | | 222 | | | | | | 205 | | |

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

| Pension benefits | | | $ | 3,116 | | | | | $ | 3,139 | |

| Long term operating leases | | | 595 | | | | | | 595 | | |

Restructuring costs incurred consist primarily of costs to separate employees, asset-related costs to exit facilities and other costs.

Severance costs related to voluntary separations are generally charged to earnings when the employee accepts the offer.

These assets relate primarily to manufacturing consolidations and technology standardizations.

The asset-related charges will not have a significant impact on future depreciation charges.

Other restructuring-type charges primarily include asset removal and termination of contracts related to supply chain and overhead optimization.

Of the

| RESERVE JUNE 30, 2021 | | | $ | 176 | | $ | — | | $ | 102 | | $ | 278 | |

Amounts in millions of dollars except per share amounts or as otherwise specified.

The Procter & Gamble Company 65

Moeller, and the [removed: Company's] [added: Company’s] Chief Financial Officer, Andre Schulten, performed an evaluation of the [removed: Company's] [added: Company’s] disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (Exchange Act)) as of the end of the period covered by this [removed: Annual Report on Form 10-K.][added: report.]

Moeller and Schulten have concluded that the [removed: Company's] [added: Company’s] disclosure controls and procedures were effective to ensure that information required to be disclosed in reports we file or submit under the Exchange Act is (1) recorded, processed, summarized and reported within the time periods specified in [removed: Securities and Exchange Commission] [added: SEC] rules and forms, and (2) accumulated and communicated to our management, including Messrs.

During the fiscal year ended June 30, 2024, none of our directors or officers adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" as defined in Item 408 of Regulation S-K.

Insider Trading Arrangements and Policies

The Company has insider trading policies and procedures that govern the purchase, sale and other dispositions of its securities by directors, officers and employees, as well as by the Company itself.

We believe these policies and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable listing standards.

Not applicable.

Amounts in millions of dollars except per share amounts or as otherwise specified.

The Procter & Gamble Company 63

The Board of Directors has determined that the following members of the Audit Committee are independent and are Audit Committee financial experts as defined by SEC rules: [added: Mr. Brett Biggs,] Ms. [added: Christine McCarthy (Chair) and Ms.] Patricia [removed: A.][added: Woertz.]

The information required by this item is incorporated by reference to the following sections of the [removed: 2023] [added: 2024] Proxy Statement filed pursuant to Regulation 14A, which will be filed no later than 120 days after June 30, [removed: 2023:] [added: 2024:] 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.

Woertz (Chair) and Ms. Christine M.

McCarthy.

The information required by this item is incorporated by reference to the following sections of the [removed: 2023] [added: 2024] Proxy Statement filed pursuant to Regulation 14A, which will be filed no later than 120 days after June 30, [removed: 2023:] [added: 2024:] the subsections of the Corporate Governance section entitled Board Meetings and Committees of the Board, Compensation Committee Interlocks and Insider Participation, and Risk Oversight - Compensation-Related Risk; and the portion beginning with the section entitled Director Compensation up to but not including the section entitled Pay Versus Performance.

66 The Procter & Gamble Company

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: 2023.][added: 2024.]

| Restricted Stock Units (RSUs)/Performance Stock Units (PSUs) | | | [removed: 6,430,184] [added: 6,696,628] | | | | | | N/A | | | | | | (1) | | |

Total shares available for future issuance under this plan is [removed: 96] [added: 77] million.

Additional information required by this item is incorporated by reference to the following section of the [removed: 2023] [added: 2024] Proxy Statement filed pursuant to Regulation 14A, which will be filed no later than 120 days after June 30, [removed: 2023:] [added: 2024:] the subsection of the Beneficial Ownership section entitled Security Ownership of Management and Certain Beneficial Owners.

| Stock Options/Stock Appreciation Rights | | | 107,379,563 | | | | | | $111.5700 | | | | | | (1) | | |

| TOTAL | | | 114,076,191 | | | | | | $111.5700 | | | (2) | | | | | |

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

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

The information required by this item is incorporated by reference to the following sections of the [removed: 2023] [added: 2024] Proxy Statement filed pursuant to Regulation 14A, which will be filed no later than 120 days after June 30, [removed: 2023:] [added: 2024:] 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: 2023] [added: 2024] Proxy Statement filed pursuant to Regulation 14A, which will be filed no later than 120 days after June 30, [removed: 2023:] [added: 2024:] Report of the Audit Committee, which ends with the subsection entitled Services Provided by Deloitte.

64 The Procter & Gamble Company

- Consolidated Statements of Earnings - for fiscal years ended June 30, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021][added: 2022]

- Consolidated Statements of Comprehensive Income - for fiscal years ended June 30, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021][added: 2022]

- Consolidated Balance Sheets - as of June 30, [removed: 2023] [added: 2024] and [removed: 2022][added: 2023]

- Consolidated Statements of Shareholders' Equity - for fiscal years ended June 30, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021][added: 2022]

- Consolidated Statements of Cash Flows - for fiscal years ended June 30, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021][added: 2022]

| [(3-2)](http://www.sec.gov/Archives/edgar/data/80424/000008042422000109/pgregulations.htm) - | | | | | | [Regulations (as approved by the Board of Directors [removed: 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)[,] [added: on December 13, 2022,] 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](http://www.sec.gov/Archives/edgar/data/80424/000008042422000109/pgregulations.htm) [Current](http://www.sec.gov/Archives/edgar/data/80424/000008042422000109/pgregulations.htm) [Report] [added: Company's Current Report] on [removed: 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] [added: Form 8-K filed] December [removed: 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).] [added: 13, 2022)](http://www.sec.gov/Archives/edgar/data/80424/000008042422000109/pgregulations.htm).] | | |

| [removed: [(4-8)](http://www.sec.gov/Archives/edgar/data/80424/000008042419000050/fy181910-kexhibit4x8.htm)] [added: [(4-11)](http://www.sec.gov/Archives/edgar/data/80424/000008042423000073/fy222310-kexhibit4x11.htm)] - | | | | | | [Description of the [removed: Company’s 1.125%] [added: Company's 3.250%] Notes due [removed: 2023 (Incorporated] [added: 2026 and 3.250% Notes due 2031](http://www.sec.gov/Archives/edgar/data/80424/000008042423000073/fy222310-kexhibit4x11.htm) [](http://www.sec.gov/Archives/edgar/data/80424/000008042423000073/fy222310-kexhibit4x11.htm)[(Incorporated] by reference to Exhibit [removed: (4-8)] [added: (4-11)] of [removed: the Company’s] [added: th](http://www.sec.gov/Archives/edgar/data/80424/000008042423000073/fy222310-kexhibit4x11.htm)[e Company's] Annual [removed: report] [added: Report] on Form 10-K for the year ended June 30, [removed: 2019)](http://www.sec.gov/Archives/edgar/data/80424/000008042419000050/fy181910-kexhibit4x8.htm).] [added: 2023).](http://www.sec.gov/Archives/edgar/data/80424/000008042423000073/fy222310-kexhibit4x11.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 [removed: 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] [added: 2031 (Incorporated] by reference to Exhibit [removed: (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)[)] [added: (4-11)] of the Company's Annual Report on Form 10-K for the year ended June 30, [removed: 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).] [added: 2022)](http://www.sec.gov/Archives/edgar/data/80424/000008042422000064/fy212210-kexhibit4x11.htm).] | | |

| [removed: [(4-11)](https://www.sec.gov/Archives/edgar/data/80424/000008042423000073/fy222310-kexhibit4x11.htm)] [added: [(4-12)](https://www.sec.gov/Archives/edgar/data/80424/000008042424000083/fy232410-kexhibit4x12.htm)] - | | | | | | [Description of the [removed: 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] [added: Company's 3.150% Notes] due [removed: 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] [added: 2028 and 3.200% Notes] due [removed: 2031](https://www.sec.gov/Archives/edgar/data/80424/000008042423000073/fy222310-kexhibit4x11.htm).+] [added: 2034](https://www.sec.gov/Archives/edgar/data/80424/000008042424000083/fy232410-kexhibit4x12.htm). +] | | |

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

| [removed: [(10-5)](http://www.sec.gov/Archives/edgar/data/80424/000008042420000017/fy1920q2ond10-qexhibit4.htm)] [added: [(10-10)](https://www.sec.gov/Archives/edgar/data/80424/000008042423000103/fy2324q1jas10-qexhibit10x1.htm)] - | | | | | | [Summary of the [removed: Company’s Retirement Plan Restoration] [added: Company's Short Term Achievement Reward] Program (Incorporated by reference to Exhibit [removed: (10-5)] [added: (10-1)] of the Company's Form 10-Q for the quarter [removed: ended December 31, 2019)](http://www.sec.gov/Archives/edgar/data/80424/000008042420000017/fy1920q2ond10-qexhibit4.htm).*] [added: ended](http://www.sec.gov/Archives/edgar/data/80424/000008042423000103/fy2324q1jas10-qexhibit10x1.htm) [September](http://www.sec.gov/Archives/edgar/data/80424/000008042423000103/fy2324q1jas10-qexhibit10x1.htm) [3](http://www.sec.gov/Archives/edgar/data/80424/000008042423000103/fy2324q1jas10-qexhibit10x1.htm)[0](http://www.sec.gov/Archives/edgar/data/80424/000008042423000103/fy2324q1jas10-qexhibit10x1.htm)[, 202](http://www.sec.gov/Archives/edgar/data/80424/000008042423000103/fy2324q1jas10-qexhibit10x1.htm)[3](http://www.sec.gov/Archives/edgar/data/80424/000008042423000103/fy2324q1jas10-qexhibit10x1.htm)[)](http://www.sec.gov/Archives/edgar/data/80424/000008042423000103/fy2324q1jas10-qexhibit10x1.htm).*] | | |

| [removed: [(10-6)](https://www.sec.gov/Archives/edgar/data/80424/000008042423000073/fy222310-kexhibit10x6.htm)] [added: [(10-6)](https://www.sec.gov/Archives/edgar/data/80424/000008042424000083/fy232410-kexhibit10x6.htm)] - | | | | | | [Retirement Plan Restoration Program - [removed: 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] [added: Related Correspondence] and Terms and [removed: Conditions](https://www.sec.gov/Archives/edgar/data/80424/000008042423000073/fy222310-kexhibit10x6.htm).] [added: Conditions](https://www.sec.gov/Archives/edgar/data/80424/000008042424000083/fy232410-kexhibit10x6.htm)[.](https://www.sec.gov/Archives/edgar/data/80424/000008042424000083/fy232410-kexhibit10x6.htm)] * + | | |

| [removed: [(10-8)](http://www.sec.gov/Archives/edgar/data/80424/000008042421000129/fy2122q1jas10-qexhibit10x3.htm)] [added: [(10-8)](https://www.sec.gov/Archives/edgar/data/80424/000008042423000103/fy2324q1jas10-qexhibit10x5.htm)] - | | | | | | [Long-Term Incentive Program related correspondence and terms and conditions (Incorporated by reference to Exhibit [removed: (10-3)] [added: (10-](http://www.sec.gov/Archives/edgar/data/80424/000008042423000103/fy2324q1jas10-qexhibit10x5.htm)[5](http://www.sec.gov/Archives/edgar/data/80424/000008042423000103/fy2324q1jas10-qexhibit10x5.htm)[)] of the Company's Form 10-Q for the quarter ended September 30, [removed: 2021)](http://www.sec.gov/Archives/edgar/data/80424/000008042421000129/fy2122q1jas10-qexhibit10x3.htm).*] [added: 202](http://www.sec.gov/Archives/edgar/data/80424/000008042423000103/fy2324q1jas10-qexhibit10x5.htm)[3](http://www.sec.gov/Archives/edgar/data/80424/000008042423000103/fy2324q1jas10-qexhibit10x5.htm)[)](http://www.sec.gov/Archives/edgar/data/80424/000008042423000103/fy2324q1jas10-qexhibit10x5.htm).*] | | |

| [removed: [(10-10)](http://www.sec.gov/Archives/edgar/data/80424/000008042423000014/fy2223q2ond10-qexhibit10x1.htm)] [added: [(10-11)](https://www.sec.gov/Archives/edgar/data/80424/000008042423000103/fy2324q1jas10-qexhibit10x2.htm)] - | | | | | | [removed: [Summary of the Company's Short] [added: [Short] Term Achievement Reward [removed: Program](http://www.sec.gov/Archives/edgar/data/80424/000008042423000014/fy2223q2ond10-qexhibit10x1.htm) [(Incorporated] [added: Program – related correspondence and terms and conditions (Incorporated] by reference to [removed: Exhibit](http://www.sec.gov/Archives/edgar/data/80424/000008042423000014/fy2223q2ond10-qexhibit10x1.htm) [(10-1)] [added: Exhibit (10-2)] of the Company's Form 10-Q for the quarter ended [removed: December 31, 2022)](http://www.sec.gov/Archives/edgar/data/80424/000008042423000014/fy2223q2ond10-qexhibit10x1.htm).*] [added: September 30, 202](http://www.sec.gov/Archives/edgar/data/80424/000008042423000103/fy2324q1jas10-qexhibit10x2.htm)[3](http://www.sec.gov/Archives/edgar/data/80424/000008042423000103/fy2324q1jas10-qexhibit10x2.htm)[)](http://www.sec.gov/Archives/edgar/data/80424/000008042423000103/fy2324q1jas10-qexhibit10x2.htm).*] | | |

| [removed: [(10-11)](http://www.sec.gov/Archives/edgar/data/80424/000008042421000129/fy2122q1jas10-qexhibit10x2.htm)] [added: [(10-22)](https://www.sec.gov/Archives/edgar/data/80424/000008042423000103/fy2324q1jas10-qexhibit10x4.htm)] - | | | | | | [removed: [Short Term Achievement Reward] [added: [Performance Stock] Program [removed: –] related correspondence and terms and conditions (Incorporated by reference to Exhibit [removed: (10-2)] [added: (10-4)] of the [removed: Company's] [added: Company’s] Form 10-Q for the quarter ended September 30, [removed: 2021)](http://www.sec.gov/Archives/edgar/data/80424/000008042421000129/fy2122q1jas10-qexhibit10x2.htm).*] [added: 202](http://www.sec.gov/Archives/edgar/data/80424/000008042423000103/fy2324q1jas10-qexhibit10x4.htm)[3](http://www.sec.gov/Archives/edgar/data/80424/000008042423000103/fy2324q1jas10-qexhibit10x4.htm)[)](http://www.sec.gov/Archives/edgar/data/80424/000008042423000103/fy2324q1jas10-qexhibit10x4.htm).*] | | |

| [removed: [(10-12)](http://www.sec.gov/Archives/edgar/data/80424/000008042422000064/fy212210-kexhibit10x12.htm)] [added: [(10-13)](http://www.sec.gov/Archives/edgar/data/80424/000008042423000046/fy2223q3jfm10-qexhibit10x1.htm)] - | | | | | | [Company's Form of Separation [removed: Agreement & Release](http://www.sec.gov/Archives/edgar/data/80424/000008042422000064/fy212210-kexhibit10x12.htm) [(Incorporated] [added: Letter and Release (Incorporated] by reference to Exhibit [removed: (10-12)] [added: (10-1)] of [removed: the](http://www.sec.gov/Archives/edgar/data/80424/000008042422000064/fy212210-kexhibit10x12.htm) [Company's Annual Report on] [added: the Company's] Form [removed: 10-K] [added: 10-Q] for [removed: the](http://www.sec.gov/Archives/edgar/data/80424/000008042422000064/fy212210-kexhibit10x12.htm) [year] [added: the quarter] ended [removed: June 30, 2022)](http://www.sec.gov/Archives/edgar/data/80424/000008042422000064/fy212210-kexhibit10x12.htm).*] [added: March 31, 2023)](http://www.sec.gov/Archives/edgar/data/80424/000008042423000046/fy2223q3jfm10-qexhibit10x1.htm).*] | | |

| [removed: [(10-13)](http://www.sec.gov/Archives/edgar/data/80424/000008042423000046/fy2223q3jfm10-qexhibit10x1.htm)] [added: [(10-14)](https://www.sec.gov/Archives/edgar/data/80424/000008042424000051/fy2324q3jfm10-qexhibit101.htm)] - | | | | | | [removed: [Company's Form] [added: [Summary] of [removed: Separation Letter] [added: personal benefits available to certain officers] and [removed: Release](http://www.sec.gov/Archives/edgar/data/80424/000008042423000046/fy2223q3jfm10-qexhibit10x1.htm) [(Incorporated] [added: non-employee directors (Incorporated] by reference to [removed: Exhibit](http://www.sec.gov/Archives/edgar/data/80424/000008042423000046/fy2223q3jfm10-qexhibit10x1.htm) [(10-1)] [added: Exhibit (10-](http://www.sec.gov/Archives/edgar/data/80424/000008042424000051/fy2324q3jfm10-qexhibit101.htm)[1](http://www.sec.gov/Archives/edgar/data/80424/000008042424000051/fy2324q3jfm10-qexhibit101.htm)[)] of the Company's Form 10-Q for the quarter [removed: 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).*] [added: ended](http://www.sec.gov/Archives/edgar/data/80424/000008042424000051/fy2324q3jfm10-qexhibit101.htm) [March 31, 20](http://www.sec.gov/Archives/edgar/data/80424/000008042424000051/fy2324q3jfm10-qexhibit101.htm)[24](http://www.sec.gov/Archives/edgar/data/80424/000008042424000051/fy2324q3jfm10-qexhibit101.htm)[)](http://www.sec.gov/Archives/edgar/data/80424/000008042424000051/fy2324q3jfm10-qexhibit101.htm).*] | | |

| [removed: [(10-14)](http://www.sec.gov/Archives/edgar/data/80424/000008042421000129/fy2122q1jas10-qexhibit10x5.htm)] [added: [(10-21)](https://www.sec.gov/Archives/edgar/data/80424/000008042423000103/fy2324q1jas10-qexhibit10x3.htm)] - | | | | | | [removed: [Summary of personal benefits available to certain officers and non-employee directors] [added: [The Procter & Gamble Performance Stock Program Summary] (Incorporated by reference to Exhibit [removed: (10-5)] [added: (10-](http://www.sec.gov/Archives/edgar/data/80424/000008042423000103/fy2324q1jas10-qexhibit10x3.htm)[3](http://www.sec.gov/Archives/edgar/data/80424/000008042423000103/fy2324q1jas10-qexhibit10x3.htm)[)] of the Company's Form 10-Q for the quarter ended September 30, [removed: 2021)](http://www.sec.gov/Archives/edgar/data/80424/000008042421000129/fy2122q1jas10-qexhibit10x5.htm).*] [added: 202](http://www.sec.gov/Archives/edgar/data/80424/000008042423000103/fy2324q1jas10-qexhibit10x3.htm)[3](http://www.sec.gov/Archives/edgar/data/80424/000008042423000103/fy2324q1jas10-qexhibit10x3.htm)[)](http://www.sec.gov/Archives/edgar/data/80424/000008042423000103/fy2324q1jas10-qexhibit10x3.htm).*] | | |

[removed: 66] [added: 68] The Procter & Gamble Company

| [removed: [(10-25)](http://www.sec.gov/Archives/edgar/data/80424/000008042420000017/fy1920q2ond10-qexhibit8.htm)] [added: [(10-25)](https://www.sec.gov/Archives/edgar/data/80424/000008042424000083/fy232410-kexhibit10x25.htm)] - | | | | | | [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 [removed: Plan (Incorporated by reference to Exhibit (10-1) of the Company's Form 10-Q for the quarter ended December 31, 2019)](http://www.sec.gov/Archives/edgar/data/80424/000008042420000017/fy1920q2ond10-qexhibit8.htm).*] [added: Plan](https://www.sec.gov/Archives/edgar/data/80424/000008042424000083/fy232410-kexhibit10x25.htm).* +] | | |

| [removed: [(10-28)](http://www.sec.gov/Archives/edgar/data/80424/000008042421000100/fy202110-kexhibit10x28.htm)] [added: [(10-28)](https://www.sec.gov/Archives/edgar/data/80424/000008042424000083/fy232410-kexhibit10x28.htm)] - | | | | | | [The Procter & Gamble 2019 Stock and Incentive Compensation Plan - Additional terms and [removed: conditions (Incorporated by reference to Exhibit (10-28) 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-kexhibit10x28.htm).*] [added: conditions](https://www.sec.gov/Archives/edgar/data/80424/000008042424000083/fy232410-kexhibit10x28.htm).* +] | | |

| Exhibit [removed: [(21)](https://www.sec.gov/Archives/edgar/data/80424/000008042423000073/fy212210-kexhibit21.htm)] [added: [(21)](https://www.sec.gov/Archives/edgar/data/80424/000008042424000083/fy232410-kexhibit21.htm)] - | | | | | | [Subsidiaries of the [removed: Registrant](https://www.sec.gov/Archives/edgar/data/80424/000008042423000073/fy212210-kexhibit21.htm).] [added: Registrant](https://www.sec.gov/Archives/edgar/data/80424/000008042424000083/fy232410-kexhibit21.htm).] + | | |

| Exhibit [removed: [(23)](https://www.sec.gov/Archives/edgar/data/80424/000008042423000073/fy222310-kexhibit23.htm)] [added: [(23)](https://www.sec.gov/Archives/edgar/data/80424/000008042424000083/fy232410-kexhibit23.htm)] - | | | | | | [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/80424/000008042423000073/fy222310-kexhibit23.htm).] [added: Firm](https://www.sec.gov/Archives/edgar/data/80424/000008042424000083/fy232410-kexhibit23.htm).] + | | |

| Exhibit [removed: [(31)](https://www.sec.gov/Archives/edgar/data/80424/000008042423000073/fy222310-kexhibit31.htm)] [added: [(31)](https://www.sec.gov/Archives/edgar/data/80424/000008042424000083/fy232410-kexhibit31.htm)] - | | | | | | [Rule 13a-14(a)/15d-14(a) [removed: Certifications](https://www.sec.gov/Archives/edgar/data/80424/000008042423000073/fy222310-kexhibit31.htm).] [added: Certifications](https://www.sec.gov/Archives/edgar/data/80424/000008042424000083/fy232410-kexhibit31.htm).] + | | |

| Exhibit [removed: [(32)](https://www.sec.gov/Archives/edgar/data/80424/000008042423000073/fy222310-kexhibit32.htm)] [added: [(32)](https://www.sec.gov/Archives/edgar/data/80424/000008042424000083/fy232410-kexhibit32.htm)] - | | | | | | [Section 1350 [removed: Certifications](https://www.sec.gov/Archives/edgar/data/80424/000008042423000073/fy222310-kexhibit32.htm).] [added: Certifications](https://www.sec.gov/Archives/edgar/data/80424/000008042424000083/fy232410-kexhibit32.htm).] + | | |

| Exhibit [removed: [(99-1)](https://www.sec.gov/Archives/edgar/data/80424/000008042423000073/fy222310-kexhibit99x1.htm)] [added: [(99-1)](https://www.sec.gov/Archives/edgar/data/80424/000008042424000083/fy232410-kexhibit99x1.htm)] - | | | | | | [Summary of Directors and Officers Insurance [removed: Program](https://www.sec.gov/Archives/edgar/data/80424/000008042423000073/fy222310-kexhibit99x1.htm).] [added: Program](https://www.sec.gov/Archives/edgar/data/80424/000008042424000083/fy232410-kexhibit99x1.htm).] + | | |

| [(10-5)](https://www.sec.gov/Archives/edgar/data/80424/000008042424000083/fy232410-kexhibit10x5.htm) - | | | | | | [Summary of the Company’s Retirement Plan Restoration Program](https://www.sec.gov/Archives/edgar/data/80424/000008042424000083/fy232410-kexhibit10x5.htm).* + | | |

| [(10-12)](https://www.sec.gov/Archives/edgar/data/80424/000008042424000083/fy232410-kexhibit10x12.htm) - | | | | | | [Company's Form of Separation Agreement & Release](https://www.sec.gov/Archives/edgar/data/80424/000008042424000083/fy232410-kexhibit10x12.htm).* + | | |

| [(10-16)](https://www.sec.gov/Archives/edgar/data/80424/000008042424000083/fy232410-kexhibit10x16.htm) - | | | | | | [Senior Executive](https://www.sec.gov/Archives/edgar/data/80424/000008042424000083/fy232410-kexhibit10x16.htm) [Officer](https://www.sec.gov/Archives/edgar/data/80424/000008042424000083/fy232410-kexhibit10x16.htm) [Recoupment Policy](https://www.sec.gov/Archives/edgar/data/80424/000008042424000083/fy232410-kexhibit10x16.htm).*+ | | |

| Exhibit [(19-1)](https://www.sec.gov/Archives/edgar/data/80424/000008042424000083/fy232410-kexhibit19x1.htm) - | | | | | | [P&G Global Insider Trading Policy](https://www.sec.gov/Archives/edgar/data/80424/000008042424000083/fy232410-kexhibit19x1.htm). + | | |

| [(19-2)](https://www.sec.gov/Archives/edgar/data/80424/000008042424000083/fy232410-kexhibit19x2.htm) - | | | | | | [P&G Share Repurchase Policy.](https://www.sec.gov/Archives/edgar/data/80424/000008042424000083/fy232410-kexhibit19x2.htm) + | | |

| Exhibit [(97)](https://www.sec.gov/Archives/edgar/data/80424/000008042424000083/fy232410-kexhibit97.htm) - | | | | | | [P&G Dodd-Frank](https://www.sec.gov/Archives/edgar/data/80424/000008042424000083/fy232410-kexhibit97.htm) [Recoupment Policy.](https://www.sec.gov/Archives/edgar/data/80424/000008042424000083/fy232410-kexhibit97.htm) + | | |

The Procter & Gamble Company 69

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| [(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).* | | |

| [(10-21)](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).* | | |

| [(10-22)](http://www.sec.gov/Archives/edgar/data/80424/000008042421000129/fy2122q1jas10-qexhibit10x4.htm) - | | | | | | [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)](http://www.sec.gov/Archives/edgar/data/80424/000008042421000129/fy2122q1jas10-qexhibit10x4.htm).* | | |

[added: 70] The Procter & Gamble Company [removed: 67]

| /s/ JON R. MOELLER (Jon R. Moeller) | | | | | | Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer) | | | | | | August [removed: 04, 2023] [added: 05, 2024] | | |

| /s/ ANDRE SCHULTEN (Andre Schulten) | | | | | | Chief Financial Officer (Principal Financial Officer) | | | | | | August [removed: 04, 2023] [added: 05, 2024] | | |

| /s/ MATTHEW W. JANZARUK (Matthew W. Janzaruk) | | | | | | Senior Vice President - Chief Accounting Officer (Principal Accounting Officer) | | | | | | August [removed: 04, 2023] [added: 05, 2024] | | |

| /s/ B. MARC ALLEN (B. Marc Allen) | | | | | | Director | | | | | | August [removed: 04, 2023] [added: 05, 2024] | | |

| /s/ SHEILA BONINI (Sheila Bonini) | | | | | | Director | | | | | | August [removed: 04, 2023] [added: 05, 2024] | | |

| /s/ AMY L. CHANG (Amy L. Chang) | | | | | | Director | | | | | | August [removed: 04, 2023] [added: 05, 2024] | | |

| /s/ JOSEPH JIMENEZ (Joseph Jimenez) | | | | | | Director | | | | | | August [removed: 04, 2023] [added: 05, 2024] | | |

| /s/ CHRISTOPHER J. KEMPCZINSKI (Christopher J. Kempczinski) | | | | | | Director | | | | | | August [removed: 04, 2023] [added: 05, 2024] | | |

| /s/ DEBRA L. LEE (Debra L. Lee) | | | | | | Director | | | | | | August [removed: 04, 2023] [added: 05, 2024] | | |

| /s/ TERRY J. LUNDGREN (Terry J. Lundgren) | | | | | | Director | | | | | | August [removed: 04, 2023] [added: 05, 2024] | | |

| /s/ CHRISTINE M. MCCARTHY (Christine M. McCarthy) | | | | | | Director | | | | | | August [removed: 04, 2023] [added: 05, 2024] | | |

| /s/ ROBERT J. PORTMAN (Robert J. Portman) | | | | | | Director | | | | | | August [removed: 04, 2023] [added: 05, 2024] | | |

| /s/ RAJESH SUBRAMANIAM (Rajesh Subramaniam) | | | | | | Director | | | | | | August [removed: 04, 2023] [added: 05, 2024] | | |

| /s/ PATRICIA A. WOERTZ (Patricia A. Woertz) | | | | | | Director | | | | | | August [removed: 04, 2023] [added: 05, 2024] | | |

| | | | | | | August 05, 2024 | | |

| /s/ BRETT BIGGS (Brett Biggs) | | | | | | Director | | | | | | August 05, 2024 | | |

| /s/ ASHLEY MCEVOY (Ashley McEvoy) | | | | | | Director | | | | | | August 05, 2024 | | |

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

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

| /s/ ANGELA F. BRALY (Angela F. Braly) | | | | | | Director | | | | | | August 04, 2023 | | |