Forward-Looking Statements



Certain statements in this report, other than purely historical information,
including estimates, projections, statements relating to our business plans,
objectives and expected operating results, and the assumptions upon which those
statements are based, are "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995, Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934.
Forward-looking statements may appear throughout this report, including without
limitation, the following sections: "Management's Discussion and Analysis,"
"Risk Factors" and "Notes 4, 8 and 13 to the Consolidated Financial Statements."
These forward-looking statements generally are identified by the words
"believe," "project," "expect," "anticipate," "estimate," "intend," "strategy,"
"future," "opportunity," "plan," "may," "should," "will," "would," "will be,"
"will continue," "will likely result" and similar expressions. Forward-looking
statements are based on current expectations and assumptions, which are subject
to risks and uncertainties that may cause results to differ materially from
those expressed or implied in the forward-looking statements. We undertake no
obligation to update or revise publicly any forward-looking statements, whether
because of new information, future events or otherwise, except to the extent
required by law.

Risks and uncertainties to which our forward-looking statements are subject
include, without limitation: (1) the ability to successfully manage global
financial risks, including foreign currency fluctuations, 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 conditions and potential implications such as exchange rate
fluctuations and market contraction; (13) the ability to successfully manage
current and expanding regulatory and legal requirements and matters (including,
without limitation, those laws and regulations involving product liability,
product and packaging composition, intellectual property, labor and employment,
antitrust, privacy and data protection, tax, the environment, due diligence,
risk oversight, accounting and financial reporting) and to resolve new and
pending matters within current estimates; (14) the ability to manage changes in
applicable tax laws and regulations; (15) the ability to successfully manage our
ongoing acquisition, divestiture and joint venture activities, in each case to
achieve the Company's overall business strategy and financial objectives,
without impacting the delivery of base business objectives; (16) the ability to
successfully achieve productivity improvements and cost savings and manage
ongoing organizational changes while successfully identifying, developing and
retaining key employees, including in key growth markets where the availability
of skilled or experienced employees may be limited; (17) the ability to
successfully manage the demand, supply and operational challenges, as well as
governmental responses or mandates, associated with a disease outbreak,
including epidemics, pandemics or similar widespread public health concerns
(including COVID-19); (18) the ability to manage the uncertainties, sanctions
and economic effects from the war between Russia and Ukraine; and (19) the
ability to successfully achieve our ambition of reducing our greenhouse gas
emissions and delivering progress towards our environmental sustainability
priorities. A detailed discussion of risks and uncertainties that could cause
actual results and events to differ materially from those projected herein is
included in the section titled "Economic Conditions and Uncertainties" and the
section titled "Risk Factors" (Part I, Item 1A) of this Form 10-K.

Purpose, Approach and Non-GAAP Measures



The purpose of Management's Discussion and Analysis (MD&A) is to provide an
understanding of Procter & Gamble's financial condition, results of operations
and cash flows by focusing on changes in certain key measures from year to year.
The MD&A is provided as a supplement to,


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14 The Procter & Gamble Company

and should be read in conjunction with, our Consolidated Financial Statements and accompanying Notes. The MD&A is organized in the following sections:

•Overview

•Summary of 2022 Results

•Economic Conditions and Uncertainties

•Results of Operations

•Segment Results

•Cash Flow, Financial Condition and Liquidity

•Significant Accounting Policies and Estimates

•Other Information



Throughout the MD&A we refer to measures used by management to evaluate
performance, including unit volume growth, net sales, net earnings, diluted net
earnings per share and operating cash flow. We also refer to a number of
financial measures that are not defined under accounting principles generally
accepted in the United States of America (U.S. GAAP), consisting of organic
sales growth, core earnings per share (Core EPS), adjusted free cash flow and
adjusted free cash flow productivity. Organic sales growth is net sales growth
excluding the impacts of acquisitions, divestitures and foreign exchange from
year-over-year comparisons. Core EPS is diluted net earnings per share from
continuing operations excluding certain items that are not judged to be part of
the Company's sustainable results or trends. Adjusted free cash flow is
operating cash flow less capital spending and transitional tax payments related
to the U.S. Tax Act. Adjusted free cash flow productivity is the

ratio of adjusted free cash flow to net earnings excluding certain one-time
items. 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. The explanation at the end of the
MD&A provides more details on the use and the derivation of these measures as
well as reconciliations to the most directly comparable U.S. GAAP measures.

Management also uses certain market share and market consumption estimates to
evaluate performance relative to competition despite some limitations on the
availability and comparability of share and consumption information. References
to market share and consumption in the MD&A are based on a combination of
vendor-purchased traditional brick-and-mortar and online data in key markets as
well as internal estimates. All market share references represent the percentage
of sales of our products in dollar terms on a constant currency basis relative
to all product sales in the category. The Company measures quarter and fiscal
year-to-date market shares through the most recent period for which market share
data is available, which typically reflects a lag time of one or two months as
compared to the end of the reporting period. Management also uses unit volume
growth to evaluate and explain drivers of changes in net sales. Organic volume
growth reflects year-over-year changes in unit volume excluding the impacts of
acquisitions, divestitures and certain one-time items, if applicable, and is
used to explain changes in organic sales.



OVERVIEW

Procter & Gamble 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 approximately
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 also sell direct to individual
consumers. We have on-the-ground operations in approximately 70 countries.

Our market environment is highly competitive with global, regional and local
competitors. In many of the markets and industry segments in which we sell our
products, we compete against other branded products, as well as retailers'
private-label brands. Additionally, many of the product segments in which we
compete are differentiated by price tiers (referred to as super-premium,
premium, mid-tier and value-tier products). We believe we are well positioned in
the industry segments and markets in which we operate, often holding a
leadership or significant market share position.

Organizational Structure

Our organizational structure is comprised of Sector Business Units (SBUs), Enterprise Markets (EMs), Corporate Functions (CF) and Global Business Services (GBS).



Sector Business Units

The Company's 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 SBUs are responsible for global
brand strategy, new product upgrades and innovation, marketing plans and supply
chain. They have direct profit responsibility for markets representing the large
majority of the Company's sales and earnings (referred to as Focus Markets) and
are also responsible for innovation plans, supply plans and operating frameworks
to drive growth and value creation in the remaining markets (referred to as
Enterprise Markets). Throughout the MD&A, we reference business results by
region, which are comprised of North America, Europe, Greater China, Latin
America, Asia Pacific and India, Middle East and Africa (IMEA).


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                                                 The Procter & Gamble 

Company 15

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


                            % of            % of Net
Reportable Segments    Net Sales (1)      Earnings (1)            Product Categories (Sub-Categories)                 Major Brands
                                                         Hair Care 

(Conditioner, Shampoo, Styling Aids, Head & Shoulders, Herbal Beauty

                      18%               22%        Treatments)                                           Essences, Pantene, Rejoice
                                                         Skin and Personal 

Care (Antiperspirant and Deodorant, Olay, Old Spice, Safeguard,


                                                         Personal Cleansing, Skin Care)                        Secret, SK-II
                                                         Grooming (2) (Shave Care - Female Blades & Razors,
Grooming                     8%               10%        Male Blades & 

Razors, Pre- and Post-Shave Products, Braun, Gillette, Venus


                                                         Other Shave Care; 

Appliances)

Oral Care

(Toothbrushes, Toothpaste, Other Oral Care) Crest, Oral-B


                                                         Personal Health Care (Gastrointestinal, Rapid
Health Care                 14%               14%        Diagnostics, Respiratory,                             Metamucil, Neurobion,
                                                         

Vitamins/Minerals/Supplements, Pain Relief, Other Pepto-Bismol, Vicks

Personal Health

Care)


                                                         Fabric Care 

(Fabric Enhancers, Laundry Additives, Ariel, Downy, Gain, Tide Fabric & Home Care 35%

               31%        Laundry 

Detergents)


                                                         Home Care (Air 

Care, Dish Care, P&G Professional, Cascade, Dawn, Fairy,


                                                         Surface Care)                                         Febreze, Mr. Clean, Swiffer
                                                         Baby Care (Baby 

Wipes, Taped Diapers and Pants) Luvs, Pampers Baby, Feminine &

            25%               23%        Feminine Care 

(Adult Incontinence, Feminine Care) Always, Always Discreet, Family Care

                                                                                                    Tampax
                                                         Family Care (Paper 

Towels, Tissues, Toilet Paper) Bounty, Charmin, Puffs

(1) Percent of Net sales and Net earnings for the year ended June 30, 2022 (excluding results held in Corporate).

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




Organization Design:

Sector Business Units

Beauty: We are a global market leader amongst the beauty categories in which we
compete, including hair care and skin and personal care. We are a global market
leader in the retail hair care market with more than 20% global market share
primarily behind our Pantene and Head & Shoulders brands. In skin and personal
care, we offer a wide variety of products, ranging from deodorants to personal
cleansing to skin care, such as our Olay brand, which is one of the top facial
skin care brands in the world with approximately 6% global market share.

Grooming: We compete in shave care and appliances. In shave care, we are the
global market leader in the blades and razors market. Our global blades and
razors market share is more than 60%, primarily behind our Gillette and Venus
brands. Our appliances, such as electric shavers and epilators, are sold
primarily under the Braun brand in a number of markets around the world where we
compete against both global and regional competitors. We hold over 25% of the
male electric shavers market and over 65% of the female epilators market.

Health Care: We compete in oral care and personal health care. In oral care,
there are several global competitors in the market and we have the number two
market share position with nearly 20% global market share behind our Crest and
Oral-B brands. In personal health care, we are a global market leader among the
categories in which we compete, including respiratory treatments, digestive
wellness, vitamins

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



Fabric & Home Care: This segment is comprised of a variety of fabric care
products, including laundry detergents, additives and fabric enhancers; and home
care products, including dishwashing liquids and detergents, surface cleaners
and air fresheners. In fabric care, we generally have the number one or number
two market share position in the markets in which we compete and are the global
market leader with over 35% global market share, primarily behind our Tide,
Ariel and Downy brands. Our global home care market share is nearly 25% across
the categories in which we compete, primarily behind our Cascade, Dawn, Febreze
and Swiffer brands.

Baby, Feminine & Family Care: In baby care, we are a global market leader and
compete mainly in taped diapers, pants and baby wipes with more than 20% global
market share. We have the number one or number two market share position in most
of the key markets in which we compete, primarily behind Pampers, the Company's
largest brand, with annual net sales of over $7 billion. We are a global market
leader in the feminine care category with over 20% global market share,
primarily behind our Always and Tampax brands. We also compete in the adult
incontinence category in certain markets behind Always Discreet, with over 10%
market share in the key markets in which we compete. Our family care business is
predominantly a North American business comprised primarily of the Bounty paper
towel and


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16 The Procter & Gamble Company

Charmin toilet paper brands. North America market shares are over 40% for Bounty and over 25% for Charmin.



Enterprise Markets

Enterprise Markets are responsible for sales and profit delivery in specific
countries, supported by SBU-agreed innovation and supply chain plans, along with
scaled services like planning, distribution and customer management.

Corporate Functions

Corporate Functions provides company-level strategy and portfolio analysis, corporate accounting, treasury, tax, external relations, governance, human resources, information technology and legal services.

Global Business Services

Global Business Services provides scaled services in technology, process and data tools to enable the SBUs, the EMs and CF to better serve consumers and customers. The GBS organization is responsible for providing world-class services and solutions that drive value for P&G.

Strategic Focus

Procter & Gamble aspires to serve the world's consumers better than our best
competitors in every category and in every country in which we compete and, as a
result, deliver total shareholder return in the top one-third of our peer
group.  Delivering and sustaining leadership levels of shareholder value
creation requires balanced top- and bottom-line growth and strong cash
generation.

The Company competes in daily-use product categories where performance plays a
significant role in the consumer's choice of brands, and therefore, play to
P&G's strengths. Our focused portfolio of businesses consists of ten product
categories where P&G has leading market positions, strong brands and
consumer-meaningful product technologies.

Within these categories, our strategic choices are focused on delighting and
winning with consumers.  Our consumers are at the center of everything we do.
We win with consumers by delivering irresistible superiority across five key
vectors - product performance, packaging, brand communication, retail execution
and value. Winning with consumers around the world and against our best
competitors requires superior innovation.  Innovation has always been, and
continues to be, P&G's lifeblood.  Superior products delivered with superior
execution drive market growth, value creation for retailers and build share
growth for P&G.

Ongoing productivity improvement is crucial to delivering our balanced top- and
bottom-line growth, cash generation and value creation objectives.  Productivity
improvement enables investments to strengthen the superiority of our brands via
product and packaging innovation, more efficient

and effective supply chains, equity and awareness-building brand advertising and
other programs and expansion of sales coverage and R&D programs. Productivity
improvements also enable us to mitigate challenging cost environments (including
periods of increasing commodity and negative foreign exchange impacts).  Our
objective is to drive productivity improvements across all elements of the
statement of earnings and balance sheet, including cost of goods sold, marketing
and promotional spending, overhead costs and capital spending.

We act with agility and are constructively disrupting our highly competitive
industry and the way we do business, including how we innovate, communicate and
leverage new technologies, to create more value.

We are improving operational effectiveness and organizational culture through
enhanced clarity of roles and responsibilities, accountability and incentive
compensation programs.

Additionally, within these strategies of superiority, productivity, constructive
disruption and organization, we have declared four focus areas to strengthen our
performance going forward. These are 1) leveraging environmental sustainability
as an additional driver of superior performing products and packaging
innovations, 2) increasing digital acumen to drive consumer and customer
preference, reduce cost and enable rapid and efficient decision making, 3)
developing next-level supply chain capabilities to enable flexibility, agility,
resilience and a new level of productivity adapting to a new reality and 4)
delivering employee value equation for all gender identities, races,
ethnicities, sexual orientations, ages and abilities for all roles to ensure we
continue to attract, retain and develop the best talent.

We believe these strategies are right for the long-term health of the Company
and our objective of delivering total shareholder return in the top one-third of
our peer group.

The Company expects the delivery of the following long-term growth algorithm
will result in total shareholder returns in the top third of the competitive,
fast-moving consumer goods peer group:

•Organic sales growth above market growth rates in the categories and geographies in which we compete;

•Core earnings per share (EPS) growth of mid-to-high single digits; and

•Adjusted free cash flow productivity of 90% or greater.



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


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                                                 The Procter & Gamble Company 17

SUMMARY OF 2022 RESULTS
                                                                                              Change vs.
Amounts in millions, except per share amounts              2022              2021             Prior Year
Net sales                                               $ 80,187          $ 76,118                     5  %
Operating income                                          17,813            17,986                    (1) %
Net earnings                                              14,793            14,352                     3  %
Net earnings attributable to Procter & Gamble             14,742            14,306                     3  %
Diluted net earnings per common share                       5.81              5.50                     6  %
Core earnings per share                                     5.81              5.66                     3  %
Cash flow from operating activities                       16,723            18,371                    (9) %




•Net sales increased 5% to $80.2 billion on a 2% increase in unit volume.
Unfavorable foreign exchange had a negative 2% impact on net sales. Net sales
growth was driven by a high single digit increase in Health Care, mid-single
digit increases in Fabric & Home Care and Baby, Feminine & Family Care and low
single digit increases in Beauty and Grooming. Excluding the impact of
acquisitions and divestitures and foreign exchange, Organic sales increased 7%
on a 2% increase in organic volume. Organic sales increased double digits in
Health Care, increased high single digits in Fabric & Home Care, increased
mid-single digits in Baby, Feminine & Family Care and in Grooming and increased
low single digits in Beauty.

•Operating income decreased $0.2 billion, or 1% versus year ago to $17.8 billion, as the increase in net sales was more than offset by a decrease in operating margin.



•Net earnings increased $0.4 billion or 3% versus year ago to $14.8 billion, due
to a prior year loss on early debt extinguishment, lower taxes and interest
expense in the current year. Foreign exchange impacts negatively affected net
earnings by approximately $274 million.

•Net earnings attributable to Procter & Gamble were $14.7 billion, an increase
of $0.4 billion or 3% versus the prior year primarily due to the increase in net
earnings.

•Diluted net earnings per share (EPS) increased 6% to $5.81 due to the increase
in net earnings, a reduction in shares outstanding and due to the prior year
loss on early debt extinguishment. Net earnings per share increased 3% versus
the prior year core net earnings per share due to the increase in net earnings
and a reduction in shares outstanding.

•Cash flow from operating activities was $16.7 billion.

• Adjusted free cash flow, which is operating cash flow less capital expenditures and certain other impacts, was $13.8 billion.

• Adjusted free cash flow productivity, which is the ratio of adjusted free cash flow to net earnings, was 93%.

ECONOMIC CONDITIONS AND UNCERTAINTIES



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. For more
information on risk factors that could impact our results, please refer to "Risk
Factors" in Part I, Item 1A of this Form 10-K.

Global Economic Conditions. Our products are sold in numerous countries across
North America, Europe, Latin America, Asia and Africa, with more than half our
sales generated outside the United States. As such, we are exposed to and
impacted by global macroeconomic factors, U.S. and foreign government policies
and foreign exchange fluctuations. Global economic conditions continue to be
volatile due to the COVID-19 pandemic, resulting in market size contractions in
certain countries due to economic slowdowns and government restrictions on
movement. Other macroeconomic factors also remain dynamic, and any causes of
market size contraction, such as greater political unrest or instability in the
Middle East, Central and Eastern Europe (including the ongoing Russia-Ukraine
War), certain Latin American markets, the Hong Kong market in Greater China and
the Korean peninsula could reduce our sales or erode our operating margin and
consequently reduce our net earnings and cash flows.

Changes in Costs. Our costs are subject to fluctuations, particularly due to
changes in commodity prices, transportation costs, other broader inflationary
impacts and our own productivity efforts. We have significant exposures to
certain commodities, in particular certain oil-derived materials like resins and
paper-based materials like pulp. Volatility in the market price of these
commodity input materials has a direct impact on our costs. Disruptions in our
manufacturing, supply and distribution operations, including energy shortages,
port congestions, labor constraints and freight container and truck shortages
have impacted our costs and could do so in the future. If we are unable to
manage these impacts through pricing actions, cost savings projects and sourcing
decisions, as well as through


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18 The Procter & Gamble Company



consistent productivity improvements, it may adversely impact our gross margin,
operating margin, net earnings and cash flows. Net sales could also be adversely
impacted following pricing actions if there is a negative impact on the
consumption of our products. We strive to implement, achieve and sustain cost
improvement plans, including   supply chain optimization and general overhead
and workforce optimization. If we are not successful in executing and sustaining
these changes, there could be a negative impact on our gross margin, operating
margin, net earnings and cash flows.

Foreign Exchange. We have both translation and transaction exposure to the
fluctuation of exchange rates. 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. Transaction exposures relate to 1)
the impact from input costs that are denominated in a currency other than the
local reporting currency and 2) the revaluation of transaction-related working
capital balances denominated in currencies other than the functional currency.
In the past three years, a number of foreign currencies have weakened versus the
U.S. dollar, leading to lower sales and earnings from these foreign exchange
impacts. Certain countries that recently had and are currently experiencing
significant exchange rate fluctuations include Argentina, Turkey, Brazil and
Russia. These fluctuations have significantly impacted our historical net sales,
costs and net earnings 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.

Government Policies. Our net earnings and cash flows could be affected by
changes in U.S. or foreign government legislative, regulatory or enforcement
policies. 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, or any
significant change in global tax policy adopted under the current work being led
by the OECD for the G20 focused on "Addressing the Challenges of the
Digitalization of the Economy." The breadth of the OECD project extends beyond
pure digital businesses, and if agreed and enacted by most countries, is likely
to impact most large multinational businesses by both redefining jurisdictional
taxation rights and broadly establishing a 15% minimum tax on their foreign
operations. 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
Nigeria, Turkey, Argentina and Egypt. 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 these areas might cause an increase or decrease in our net sales, gross margin, operating margin, net earnings and cash flows.

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



However, the continued evolution of the pandemic may result in economic
recessions or a slowdown of economic growth in certain countries or regions. It
could also lead to volatility in consumer access to our products (due to
governmental actions or key material, transportation and labor shortages
impacting our ability to produce and ship products) or could impact consumers'
movements and access to our products. There could also be reduced demand due to
consumption decreases and consumer pantry destocking (particularly, in home
cleaning, health and hygiene products) as economic activity resumes following
slowdowns or relaxation of governmental restrictions. Net, the uncertainty in
the timing and extent of demand volatility, the relaxation and reimplementation
of movement restrictions, the timing and impact of potential consumer pantry
destocking, the future economic trends due to a resurgence of positive cases and
governmental actions in response to the pandemic may result in heightened
volatility and negative impacts to net sales, net earnings and cash flows during
and subsequent to the pandemic.

While we have been able to broadly maintain our operations, we experienced some
disruption in our supply chain in certain markets due primarily to the
restriction of employee movements, key material and labor shortages and
transportation constraints. We intend to continue to work with our suppliers and
government authorities to implement employee safety measures to minimize
disruption to the manufacturing and distribution of our products. The continued
evolution of the pandemic and uncertainty with regards to the disruptions caused
either by resurgence of positive cases or governmental actions in response to
the pandemic could result in an unforeseen disruption to our supply chain and
impact our operations (for example, the closure of a key manufacturing or
distribution facility or the inability of a key material or transportation
supplier to source and transport materials).

The pandemic has not had a material negative impact on the Company's liquidity
position. We continue to generate operating cash flows to meet our short-term
liquidity needs and continue to maintain access to capital markets enabled by
our strong short- and long-term credit ratings.

Russia-Ukraine War. The war between Russia and Ukraine has negatively impacted
our operations in both countries. Our Ukraine business includes two
manufacturing sites. We have approximately 500 employees including both
manufacturing and non-manufacturing personnel. Our operations in Ukraine
accounted for less than 1% of consolidated net sales and net earnings in fiscal
2022. Additionally, net assets of our Ukraine subsidiary, along


--------------------------------------------------------------------------------
                                                 The Procter & Gamble 

Company 19

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



Our Russia business includes two manufacturing sites with a net book value of
approximately $350 million as of June 30, 2022. We have approximately 2,400
employees, including both manufacturing and non-manufacturing personnel. In
fiscal 2022, our operations in Russia accounted for less than 2% of consolidated
net sales and less than 1% of net earnings. Additionally, net assets of our
Russia subsidiaries, along with Russia related assets held by other
subsidiaries, account for less than 2% of net assets as of June 30, 2022.
Beginning in March 2022, the Company has reduced its product portfolio,
discontinued new capital investments and suspended media, advertising and
promotional activity in Russia.

Future impacts to the Company are difficult to predict due to the high level of
uncertainty as to how the war will evolve, what its duration will be and its
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. Ultimately, these could result in
impairments of our manufacturing plants and fixed assets or write-downs of other
operating assets and working capital.

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, 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.

For additional information on risk factors that could impact our results, please refer to "Risk Factors" in Part I, Item 1A of this Form 10-K.

RESULTS OF OPERATIONS



The key metrics included in the discussion of our consolidated results of
operations include net sales, gross margin, selling, general and administrative
costs (SG&A), operating margin, other non-operating items, income taxes and net
earnings. The primary factors driving year-over-year changes in net sales
include overall market growth in the categories in which we compete, product
initiatives, competitive activities (the level of initiatives, pricing and other
activities by competitors), marketing spending, retail executions (both in-store
and online) and acquisition and divestiture activity, all of which drive changes
in our underlying unit volume, as well as our pricing actions (which can also
impact volume), changes in product and

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



For most of our categories, our cost of products sold and SG&A are variable in
nature to some extent. Accordingly, our discussion of these operating costs
focuses primarily on relative margins rather than the absolute year-over-year
changes in total costs. The primary drivers of changes in gross margin are input
costs (energy and other commodities), pricing impacts, geographic mix (for
example, gross margins in North America are generally higher than the Company
average for similar products), product mix (for example, the Beauty segment has
higher gross margins than the Company average), foreign exchange rate
fluctuations (in situations where certain input costs may be tied to a different
functional currency than the underlying sales), the impacts of manufacturing
savings projects and reinvestments (for example, product or package
improvements) and, to a lesser extent, scale impacts (for costs that are fixed
or less variable in nature). The primary components of SG&A are
marketing-related costs and non-manufacturing overhead costs. Marketing-related
costs are primarily variable in nature, although we may achieve some level of
scale benefit over time due to overall growth and other marketing efficiencies.
While overhead costs are variable to some extent, we generally experience more
scale-related impacts for these costs due to our ability to leverage our
organization and systems' infrastructures to support business growth. The main
drivers of changes in SG&A as a percentage of net sales are overhead and
marketing cost savings, reinvestments (for example, increased advertising),
inflation, foreign exchange fluctuations and scale impacts.

For a detailed discussion of the fiscal 2021 year-over-year changes, please refer to the MD&A in Part II, Item 7 of the Company's Form 10-K for the fiscal year ended June 30, 2021 .

Net Sales



Net sales increased 5% to $80.2 billion in fiscal 2022 on a 2% increase in unit
volume versus the prior year. Unfavorable foreign exchange decreased net sales
by 2%. Favorable pricing had a 4% positive impact on net sales. Mix increased
net sales by 1% due to positive geographic mix from the disproportionate growth
of the North America region and positive category mix from the disproportionate
growth of the Personal Health Care category, both of which have higher than
Company-average selling prices. This was partially offset by the
disproportionate growth of the Fabric Care business, which has lower than
Company-average selling prices. Excluding the net impacts of foreign exchange
and acquisitions and divestitures, organic sales grew 7% on a 2% increase in
organic volume. Net sales increased high single digits in Health Care, increased
mid-single digits in Fabric & Home Care and in Baby, Feminine & Family Care and
increased low single digits in Beauty and Grooming.
On a regional basis, volume increased mid-single digits in North America and
Latin America, increased low single digits in Asia Pacific and IMEA. Volume in
Europe was unchanged and decreased mid-single digits in Greater China.

--------------------------------------------------------------------------------

20 The Procter & Gamble Company

Operating Costs Comparisons as a percentage of net sales; Years ended June 30

                                                               2022                 2021             Basis Point Change
Gross margin                                                       47.4  %              51.2  %               (380)
Selling, general and administrative expense                        25.2  %              27.6  %               (240)
Operating margin                                                   22.2  %              23.6  %               (140)
Earnings before income taxes                                       22.4  %              23.1  %                (70)
Net earnings                                                       18.4  %              18.9  %                (50)
Net earnings attributable to Procter & Gamble                      18.4  %              18.8  %                (40)



Gross margin decreased 380 basis points to 47.4% of net sales in fiscal 2022. The decrease in gross margin was due to:

•390 basis points of increased commodity costs,



•a 130 basis-point decline from unfavorable mix, due primarily to negative
product mix resulting from the launch and growth of premium-priced products that
are profit-accretive but have lower than Company-average gross margin, and

•40 basis points of net manufacturing cost increases, as 60 basis points of
increased transportation costs and 20 basis points of product and packaging
investments were partially offset by 40 basis points of productivity savings net
of inflation and other cost increases.

These impacts were partially offset by a 180 basis-point increase due to higher pricing.



Total SG&A decreased 4% to $20.2 billion, due to decreased overhead costs,
marketing spending and other operating costs. SG&A as a percentage of net sales
decreased 240 basis points to 25.2% primarily due to the positive scale impacts
of the net sales increase and, to a lesser extent, a decrease in overhead costs
and marketing spending.

•Marketing spending as a percentage of net sales decreased 120 basis points due
primarily to the positive scale impacts of the net sales increase and, to a
lesser extent, due to increased media and production cost savings and decreased
media spending.

•Overhead costs as a percentage of net sales decreased 110 basis points due to the positive scale impacts of the net sales increase and productivity savings.



•Other net operating expenses as a percentage of net sales decreased
approximately 10 basis points due primarily to gains from the divestiture of a
minor business and sale of real estate, partially offset by increased foreign
exchange transactional charges.

Productivity-driven cost savings delivered 70 basis points of benefit to SG&A as a percentage of net sales.

Operating margin decreased 140 basis points to 22.2% due to the decrease in gross margin partially offset by the decrease in SG&A as a percentage of net sales as discussed above.





Non-Operating Items

•Interest expense was $439 million in fiscal 2022, a decrease of $63 million
versus the prior year driven primarily by lower average interest rates on fixed
rate debt.

•Interest income was $51 million in fiscal 2022, an increase of $6 million versus the prior year.



•Other non-operating income increased $484 million to $570 million, due
primarily to a prior year loss on early-debt extinguishment and a current year
increase in net non-operating benefits on post-retirement benefit plans,
partially offset by unrealized gains on equity investments in the prior year and
unrealized losses on equity investments in the current year.

Income Taxes

The effective tax rate decreased 70 basis points to 17.8% in 2022 due to:

•a 45 basis-point decrease from higher excess tax benefits of share-based compensation (a 200 basis-point benefit in the current year versus a 155 basis-point benefit in the prior year),

•a 30 basis-point decrease from discrete impacts related to uncertain tax positions (35 basis-point favorable impact in the current year versus a 5 basis-point favorable impact in the prior year), and

•a 15 basis-point decrease from higher current year deductions for foreign-derived intangible income versus prior year.

These decreases were partially offset by a 20 basis-point increase due to unfavorable geographic mix impacts of current year earnings.

Net Earnings



Operating income decreased 1% or $0.2 billion, to $17.8 billion as the increase
in net sales was more than fully offset by the decrease in operating margin,
both of which are discussed above.

Earnings before income taxes increased 2%, or $0.4 billion, to $18.0 billion, as
the decrease in operating income was more than fully offset by a prior year loss
on early-debt extinguishment and lower interest expense. Net earnings increased
3%, or $0.4 billion, to $14.8 billion due to the increase in earnings before
income taxes and the decrease in the effective income tax rate discussed above.
Foreign


--------------------------------------------------------------------------------
                                                 The Procter & Gamble 

Company 21

exchange impacts reduced net earnings by approximately $274 million in fiscal 2022 due to a weakening of certain currencies against the U.S. dollar. This impact includes both transactional charges and translational impacts from converting earnings from foreign subsidiaries to U.S. dollars.

Net earnings attributable to Procter & Gamble increased $0.4 billion, or 3%, to $14.7 billion.



Diluted net EPS increased $0.31, or 6%, to $5.81 due primarily to the increase
in net earnings and, to a lesser extent, a reduction in shares outstanding. Net
earnings per share increased 3% versus the prior year core EPS due to the prior
year loss on early debt extinguishment.



SEGMENT RESULTS



Segment results reflect information on the same basis we use for internal
management reporting and performance evaluation. The results of these reportable
segments do not include certain non-business unit specific costs which are
reported in our Corporate segment and are included as part of our Corporate
segment discussion. Additionally, we apply blended statutory tax rates in the
segments. Eliminations to adjust segment results to arrive at our consolidated
effective tax rate are included in Corporate. See Note 2 to the Consolidated
Financial Statements for additional information on items included in the
Corporate segment.

                                                                               Net Sales Change Drivers 2022 vs. 2021 (1)
                                Volume with              Volume Excluding
                              Acquisitions &              Acquisitions &              Foreign                                                                     Net Sales
                               Divestitures                Divestitures               Exchange             Price             Mix              Other (2)             Growth
Beauty                                      -  %                        -  %                 -  %              3  %            (1) %                  -  %               2  %
Grooming                                    -  %                        -  %                (3) %              5  %             -  %                  -  %               2  %
Health Care                                 4  %                        4  %                (1) %              3  %             3  %                  -  %               9  %
Fabric & Home Care                          3  %                        3  %                (2) %              5  %             -  %                  -  %               6  %
Baby, Feminine & Family
Care                                        1  %                        1  %                (1) %              4  %             1  %                  -  %               5  %
TOTAL COMPANY                               2  %                        2  %                (2) %              4  %             1  %                  -  %               5  %

(1)Net sales percentage changes are approximations based on quantitative formulas that are consistently applied.

(2)Other includes the sales mix impact from acquisitions and divestitures and rounding impacts necessary to reconcile volume to net sales.





BEAUTY

($ millions)        2022          2021        Change vs. 2021
Volume              N/A           N/A               -%
Net sales         $14,740       $14,417             2%
Net earnings       $3,160        $3,210            (2)%
% of net sales     21.4%         22.3%           (90) bps


Beauty net sales increased 2% to $14.7 billion in fiscal 2022 on unit volume
that was unchanged. Higher pricing increased net sales by 3%. Foreign exchange
had no impact on net sales. Unfavorable mix decreased net sales by 1% due to the
disproportionate decline of SK-II, which has higher than segment-average selling
prices. Organic sales also increased 2%. Global market share of the Beauty
segment increased 0.1 points.

•Hair Care net sales increased low single digits. A negative impact of a low
single digit decrease in volume was more than offset by increased pricing and
favorable mix (due to a higher proportion of premium products, which have higher
than category-average selling prices). Organic sales also increased low single
digits. Volume decreased mid-single digits in Greater China (due to
pandemic-related lockdowns and market slowdown in traditional retailers where
our shares are disproportionately higher versus social commerce) and IMEA (due
to competitive activity) and decreased low
single digits in Europe (as a result of portfolio reduction in Russia and higher
pricing in certain markets) and Asia Pacific (due to competitive activity). This
was offset by a low single digit volume increase in North America (due to
acquisitions). Excluding the impacts of acquisitions, volume was unchanged in
North America. Global market share of the hair care category decreased less than
a point.
•Skin and Personal Care net sales increased low single digits. Positive impacts
of a low single digit increase in volume and increased pricing were partially
offset by negative category mix due to the decline of SK-II brand (which has
higher than category-average selling prices). Organic sales increased low single
digits. Volume increased mid-teens in Latin America (due to innovation) and
increased mid-single digits in North America (due to innovation in personal care
and acquisitions) and in Greater China (due to innovation and market growth).
Global market share of the skin and personal care category increased half a
point.

Net earnings decreased 2% to $3.2 billion in fiscal 2022 as the increase in net
sales was more than offset by a 90 basis-point decrease in net earnings margin.
Net earnings margin decreased due primarily to a reduction in gross margin,
partially offset by a reduction in SG&A as a percentage of sales. The gross
margin reduction was driven by increased commodity and transportation costs and
negative product mix caused by the decline of SK-II (which has higher than


--------------------------------------------------------------------------------

22 The Procter & Gamble Company



segment-average gross margins), partially offset by increased pricing. SG&A as a
percentage of net sales decreased as the positive scale benefit of the net sales
increase and increased cost savings in marketing spending were partially offset
by an increase in overhead costs.

GROOMING
($ millions)       2022        2021       Change vs. 2021
Volume             N/A         N/A              -%
Net sales         $6,587      $6,440            2%
Net earnings      $1,490      $1,427            4%
% of net sales    22.6%       22.2%           40 bps


Grooming net sales increased 2% to $6.6 billion in fiscal 2022 on unit volume
that was unchanged. Higher pricing increased net sales by 5%. Unfavorable
foreign exchange decreased net sales by 3%. Mix had a neutral impact to net
sales. Organic sales increased 5%. Global market share of the Grooming segment
increased 1.2 points.

•Shave Care net sales increased mid-single digits. Positive impacts of a low
single digit volume increase and increased pricing were partially offset by
unfavorable foreign exchange. Organic sales increased high single digits. Volume
increased low single digits in North America (due to innovation), Europe (due to
innovation and market growth versus the prior year that was negatively impacted
by the pandemic), IMEA (due to market growth) and Latin America (due to
innovation). This was partially offset by a high teens decline in Greater China
(due to pandemic-related shutdowns and market slowdown in traditional retailers
where our shares are disproportionately higher versus social commerce
retailers). Global market share of the shave care category increased nearly half
a point.
•Appliances net sales decreased mid-single digits. Negative impacts of a high
single digit decline in volume and unfavorable foreign exchange were partially
offset by increased pricing (net of increased trade spending) and positive mix
(due to a higher proportion of premium shavers and epilators, which have higher
than category-average selling prices). Organic sales decreased low single
digits. Volume declined double digits in Europe, mid-single digits in North
America and low single digits in Asia Pacific, all due to market declines versus
the prior year that benefited from pandemic-related consumption increases.
Excluding the impact of a divestiture, volume declined high single digits in
Europe. Global market share of the appliances category increased less than a
point.
Net earnings increased 4% to $1.5 billion in fiscal 2022 due to the increase in
net sales and a 40 basis-point increase in net earnings margin. The net earnings
margin increased due to a reduction in SG&A as a percentage of net sales,
partially offset by a decrease in gross margin and a higher effective tax rate.
The gross margin decrease was driven by negative product mix (due to the launch
and growth of premium-priced, profit-accretive products that have lower than
segment-average gross margins) and increased commodity and transportation costs,
partially offset by increased pricing
and manufacturing cost savings. SG&A as a percentage of net sales decreased due
primarily to the positive scale impacts of the net sales increase. The higher
effective tax rate was driven by disproportionate growth in North America, which
has higher than segment-average tax rates.

HEALTH CARE

($ millions)        2022         2021       Change vs. 2021
Volume              N/A          N/A              4%
Net sales         $10,824       $9,956            9%
Net earnings       $2,006       $1,851            8%
% of net sales     18.5%        18.6%          (10) bps


Health Care net sales increased 9% to $10.8 billion in fiscal 2022 on a 4%
increase in unit volume. Unfavorable foreign exchange impacts decreased net
sales by 1%. Favorable mix increased net sales by 3% due to the disproportionate
growth in North America and the Personal Health Care category, both of which
have higher than segment-average selling prices. Higher pricing increased net
sales by 3%. Organic sales increased 10%. Global market share of the Health Care
segment decreased 0.2 points.

•Oral Care net sales increased low single digits. A negative impact of a low
single digit volume decrease and unfavorable foreign exchange were more than
fully offset by the positive impacts from favorable mix (due to growth in North
America and a higher proportion of premium tier products, both of which have
higher than category-average selling prices) and increased pricing. Organic
sales increased mid-single digits. Volume decreased low teens in Greater China
(due to slowdown of the power brush market and pandemic-related lockdowns) and
mid-single digits in Europe (as a result of supply constraints primarily due to
the global chip shortage). This was partially offset by a double digit increase
in Asia Pacific (due to distribution gains and market growth), a mid-single
digit increase in IMEA (due to market growth and innovation) and low single
digit increases in North America and Latin America (both due to market growth
and innovation). Global market share of the oral care category increased half a
point.
•Personal Health Care net sales increased high-teens. This was due primarily to
a low teens increase in volume, increased pricing, increased trade spend
efficiencies and positive mix (due to the disproportionate growth in North
America and respiratory products, both of which have higher than
category-average selling prices), partially offset by unfavorable foreign
exchange impacts. Organic sales increased about 20%. Volume increased high teens
in North America, increased high single digits in Europe (both due to stronger
respiratory seasons and innovation) and increased mid-single digits in IMEA (due
to innovation, increased marketing spending and distribution gains). Global
market share of the personal health care category increased less than half a
point.

--------------------------------------------------------------------------------
                                                 The Procter & Gamble 

Company 23



Net earnings increased 8% to $2.0 billion in fiscal 2022 due primarily to the
increase in net sales. Net earnings margin decreased slightly as a decrease in
gross margin and a higher effective tax rate were mostly offset by a decrease in
SG&A as a percentage of net sales. The decrease in gross margin was driven
primarily by increased commodity and transportation costs and other cost
increases associated with the global chip shortage, partially offset by
increased pricing. SG&A as a percentage of net sales decreased due to the
positive scale impacts of the net sales increase and overhead productivity,
partially offset by an increase in media spending. The higher effective tax rate
was driven by disproportionate growth in North America, which has higher than
segment-average tax rates.

FABRIC & HOME CARE

($ millions)        2022          2021        Change vs. 2021
Volume              N/A           N/A               3%
Net sales         $27,556       $26,014             6%
Net earnings       $4,386        $4,622            (5)%
% of net sales     15.9%         17.8%           (190) bps


Fabric & Home Care net sales increased 6% to $27.6 billion in fiscal 2022 on a
3% increase in unit volume. Unfavorable foreign exchange decreased net sales by
2%. Higher pricing increased net sales by 5%. Mix had a neutral impact to net
sales. Organic sales increased 8%. Global market share of the Fabric & Home Care
segment increased 1.5 points.

•Fabric Care net sales increased high single digits. The positive impacts of a
mid-single digit increase in volume, increased pricing, increased trade spend
efficiencies and positive mix (due to the disproportionate growth in North
America and growth of fabric enhancers and premium forms, all of which have
higher than category-average selling prices) were partially offset by
unfavorable foreign exchange. Organic sales increased double digits. Volume
increased high single digits in North America and increased low single digits in
Asia Pacific, both due to market growth and innovation. Global market share of
the fabric care category increased more than a point.
•Home Care net sales were unchanged. Negative impacts of a low single digit
decrease in volume, increased trade spending and unfavorable foreign exchange
were offset by increased pricing. Organic sales increased low single digits.
Volume decreased 20% in IMEA (due to market contraction and competitive
activity) and decreased low single digits in North America (due to market
contraction versus a prior year that benefited from pandemic-related consumption
increases). Global market share of the home care category increased more than a
point.

Net earnings decreased 5% to $4.4 billion in fiscal 2022 as the increase in net
sales was more than offset by a 190 basis-point reduction in net earnings
margin. Net earnings margin decreased due primarily to a reduction in gross
margin, partially offset by a reduction in SG&A as a percentage of net sales.
The gross margin decrease was primarily driven

by an increase in commodity and transportation costs, and unfavorable mix caused
by the growth of premium-priced, profit-accretive products that have lower than
segment-average gross margins, partially offset by increased pricing. SG&A as a
percentage of net sales declined due to the positive scale benefits of the net
sales increase and a reduction in marketing spending.

BABY, FEMININE & FAMILY CARE
($ millions)        2022          2021        Change vs. 2021
Volume              N/A           N/A               1%
Net sales         $19,736       $18,850             5%
Net earnings       $3,266        $3,629            (10)%
% of net sales     16.5%         19.3%           (280) bps


Baby, Feminine & Family Care net sales increased 5% to $19.7 billion in fiscal
2022 on a 1% increase in unit volume. Higher pricing increased net sales by 4%.
Favorable mix increased net sales by 1% due to the disproportionate growth in
North America and growth of premium tier products, both of which have higher
than segment-average selling prices. Unfavorable foreign exchange decreased net
sales by 1%. Organic sales increased 6%. Global market share of the Baby,
Feminine & Family Care segment increased 0.8 points.

•Baby Care net sales increased mid-single digits on unit volume that was
unchanged. Positive impacts of increased pricing and favorable mix (due to a
higher proportion of sales in North America and the growth of premium pants and
taped diaper products, all of which have higher than category-average selling
prices) were partially offset by unfavorable foreign exchange. Organic sales
increased high single digits. Volume increased high single digits in Latin
America (due to innovation) and increased low single digits in North America
(due to market growth and better on-shelf availability versus competitors),
Europe (due to market growth) and IMEA (due to market growth versus a prior year
impacted by pandemic-related contraction). This increase was fully offset by a
mid-teens decline in Greater China (due to competitive activity) and a
mid-single digit decline in Asia Pacific (due to market decline). Global market
share of the baby care category increased nearly half a point.
•Feminine Care net sales increased high single digits. Positive impacts of a low
single digit increase in volume, increased pricing and positive mix (due to a
higher proportion of sales in North America and the growth of premium products,
including adult incontinence, both of which have higher than category-average
selling prices) were partially offset by unfavorable foreign exchange. Organic
sales increased double digits. The volume increase was driven by a high single
digit increase in North America (due to innovation, distribution gains and
market growth) partially offset by a low single digit decrease in IMEA (due to
market decline). Market share of the feminine care category increased more than
a point.

--------------------------------------------------------------------------------
24 The Procter & Gamble Company
•Net sales in Family Care, which is predominantly a North American business,
increased low single digits. Positive impacts of a low single digit increase in
volume (due to increased promotional activity and innovation) and increased
pricing were partially offset by increased promotional spending (versus the
prior year with low promotional activity due to the pandemic) and unfavorable
mix (due to disproportionate growth in the club channel, which have lower than
category-average selling prices). Organic sales also increased low single
digits. North America's share of the family care category increased nearly a
point.
Net earnings in fiscal 2022 decreased 10% to $3.3 billion as the increase in net
sales was more than offset by a 280 basis-point decrease in net earnings margin.
Net earnings margin decreased primarily due to a decrease in gross margin,
partially offset by lower SG&A as a percentage of net sales. Gross margin
decreased primarily due to an increase in commodity and transportation costs
partially offset by increased pricing. SG&A as a percentage of net sales
decreased due to the positive scale benefits of the net sales increase and
reductions in both marketing and overhead costs.

CORPORATE
($ millions)             2022       2021       Change vs. 2021
Net sales                $744       $441             69%
Net earnings/(loss)      $485      $(387)            N/A


Corporate includes certain operating and non-operating activities not allocated
to specific business segments. These include but are not limited to incidental
businesses managed at the corporate level, gains and losses related to certain
divested brands or businesses, impacts from various financing and investing
activities and other impacts related to employee benefits, asset impairments and
restructuring activities including manufacturing and workforce optimization.
Corporate also includes reconciling items to adjust the accounting policies used
within the reportable segments to U.S. GAAP. The most notable ongoing
reconciling item is income taxes, which adjusts the blended statutory rates that
are reflected in the reportable segments to the overall Company effective tax
rate.

Corporate net sales increased 69% to $744 million in fiscal 2022 due to an
increase in the net sales of the incidental businesses managed at the corporate
level. Corporate net earnings improved by $872 million to $485 million in fiscal
2022 due primarily to the prior year loss on the early debt extinguishment, a
current year gain on the divestiture of a minor business, net sales growth,
current year tax benefits (primarily higher excess tax benefits of share-based
compensation) and lower restructuring charges, partially offset by increased
commodity costs tied to the aforementioned incidental businesses.

Restructuring Program to Deliver Productivity and Cost Savings

The Company has historically had an ongoing restructuring program with annual spending in the range of $250 to $500 million. Savings generated from the Company's

restructuring program are difficult to estimate, given the nature of the activities, the timing of the execution and the degree of reinvestment. In fiscal 2022, the Company incurred before tax restructuring costs within the range of our historical annual ongoing level of $250 to $500 million.



Restructuring accruals of $147 million as of June 30, 2022, are classified as
current liabilities. Approximately 65% of the restructuring charges incurred in
fiscal 2022 either have been or will be settled with cash. Consistent with our
historical policies for ongoing restructuring-type activities, the resulting
charges are funded by and included within Corporate for segment reporting.

In addition to our restructuring programs, we have additional ongoing savings
efforts in our supply chain, marketing and overhead areas that yield additional
benefits to our operating margins.

CASH FLOW, FINANCIAL CONDITION AND LIQUIDITY

We believe our financial condition continues to be of high quality, as evidenced by our ability to generate substantial cash from operations and to readily access capital markets at competitive rates.



Operating cash flow provides the primary source of cash to fund operating needs
and capital expenditures. Excess operating cash is used first to fund
shareholder dividends. Other discretionary uses include share repurchases and
acquisitions to complement our portfolio of businesses, brands and geographies.
As necessary, we may supplement operating cash flow with debt to fund these
activities. The overall cash position of the Company reflects our strong
business results and a global cash management strategy that takes into account
liquidity management, economic factors and tax considerations.

Cash Flow Analysis



($ millions)                                          2022           2021

Net cash provided by operating activities $ 16,723 $ 18,371 Net cash provided/(used) by investing activities (4,424) (2,834) Net cash used in financing activities

               (14,876)       (21,531)
Adjusted Free Cash Flow                              13,792         15,809
Adjusted Free Cash Flow Productivity                     93  %         107  %


Operating Cash Flow

Operating cash flow was $16.7 billion in 2022, a 9% decrease versus the prior
year. Net earnings, adjusted for non-cash items (depreciation and amortization,
share-based compensation, deferred income taxes and gain on sale of assets)
generated approximately $17.6 billion of operating cash flow. Working capital
and other impacts used $918 million of operating cash flow as summarized below.

•An increase in accounts receivable used $694 million of cash primarily due to sales growth. The number of days

--------------------------------------------------------------------------------


                                                 The Procter & Gamble 

Company 25

sales outstanding increased approximately 1 day versus prior year.



•Higher inventory used $1.2 billion of cash, due to business growth and
increased safety stock levels to strengthen supply chain sufficiency amidst
business growth and commodity cost increases. Inventory days on hand increased
approximately 1 day primarily due to these same factors.
•Accounts payable, accrued and other liabilities generated $1.4 billion of cash.
Accounts payable increased in line with the increase in inventory and, to a
lesser extent, the impact of extended payment terms with suppliers (see Extended
Payment Terms and Supply Chain Financing below); partially offset by lower
marketing spending. Days payable outstanding increased approximately 1 day
versus prior year due to these same factors.
•Other net operating assets and liabilities used $406 million of cash primarily
driven by the current portion of transitional tax payments due related to the
U.S. Tax Act and pension related contributions, partially offset by other
impacts.

Adjusted Free Cash Flow. We view adjusted free cash flow as an important
non-GAAP measure because it is a factor impacting the amount of cash available
for dividends, share repurchases, acquisitions and other discretionary
investments. It is defined as operating cash flow less capital expenditures and
excluding payments for the transitional tax resulting from the U.S. Tax Act.
Adjusted free cash flow is one of the measures used to evaluate senior
management and determine their at-risk compensation.

Adjusted free cash flow was $13.8 billion in 2022, a decrease of 13% versus the
prior year. The decrease was primarily driven by the decrease in operating cash
flows as discussed above. Adjusted free cash flow productivity, defined as the
ratio of adjusted free cash flow to net earnings was 93% in 2022.

Extended Payment Terms and Supply Chain Financing. Beginning in fiscal 2014, in
response to evolving market practices, the Company began a program to negotiate
extended payment terms with its suppliers. At the same time, the Company
initiated a Supply Chain Finance program (the "SCF") with a number of global
financial institutions (the "SCF Banks"). Under the SCF, qualifying suppliers
may elect to sell their receivables from the Company to a SCF Bank. These
participating suppliers negotiate their receivables sales arrangements directly
with the respective SCF Bank. While the Company is not party to those
agreements, the SCF Banks allow the participating suppliers to utilize the
Company's creditworthiness in establishing credit spreads and associated costs.
This generally provides the suppliers with more favorable terms than they would
be able to secure on their own. The Company has no economic interest in a
supplier's decision to sell a receivable. Once a qualifying supplier elects to
participate in the SCF and reaches an agreement with an SCF Bank, they elect
which individual Company invoices they sell to the SCF bank. However, all the
Company's payments to participating suppliers are paid to the SCF Bank on the

invoice due date, regardless of whether the individual invoice is sold by the
supplier to the SCF Bank. The SCF Bank pays the supplier on the invoice due date
for any invoices that were not previously sold to the SCF Bank under the SCF.

The terms of the Company's payment obligation are not impacted by a supplier's
participation in the SCF. Our payment terms with our suppliers for similar
services and materials within individual markets are consistent between
suppliers that elect to participate in the SCF and those that do not
participate. Accordingly, our average days outstanding are not significantly
impacted by the portion of suppliers or related input costs that are included in
the SCF. In addition, the SCF is available to both material suppliers, where the
underlying costs are largely included in Cost of goods sold, and to service
suppliers, where the underlying costs are largely included in SG&A. As of
June 30, 2022, approximately 3% of our global suppliers have elected to
participate in the SCF. Payments to those suppliers during fiscal year 2022
total approximately $15 billion, which equals approximately 25% of our total
Cost of goods sold and SG&A for the year. For participating suppliers, we
believe substantially all of their receivables with the Company are sold to the
SCF Banks. Accordingly, we would expect that at each balance sheet date, a
similar proportion of amounts originally due to suppliers would instead be
payable to SCF Banks. All outstanding amounts related to suppliers participating
in the SCF are recorded within Accounts payable in our Consolidated Balance
Sheets, and the associated payments are included in operating activities within
our Consolidated Statements of Cash Flows. As of June 30, 2022 and 2021, the
amount due to suppliers participating in the SCF and included in Accounts
payable were approximately $6 billion and $5 billion, respectively.

Although difficult to project due to market and other dynamics, we anticipate
incremental cash flow benefits from the extended payment terms with suppliers
could increase at a slower rate in fiscal 2023. Future changes in our suppliers'
financing policies or economic developments, such as changes in interest rates,
general market liquidity or the Company's credit-worthiness relative to
participating suppliers, could impact suppliers' participation in the SCF and/or
our ability to negotiate extended payment terms with our suppliers. However, any
such impacts are difficult to predict.

Investing Cash Flow



Net investing activities used $4.4 billion of cash in 2022, primarily due to
capital spending and acquisitions. Net investing activities used $2.8 billion in
cash in 2021, mainly due to capital spending.

Capital Spending. Capital expenditures, primarily to support capacity expansion,
innovation and cost efficiencies, were $3.2 billion in 2022 and $2.8 billion in
2021. Capital spending as a percentage of net sales increased 20 basis points to
3.9% in 2022.


--------------------------------------------------------------------------------
26 The Procter & Gamble Company
Acquisitions. Acquisition activity used cash of $1.4 billion in 2022, primarily
related to Beauty acquisitions of Farmacy Beauty, Ouai and TULA. Acquisition
activity used $34 million in 2021, primarily related to a minor Health Care
acquisition.

Proceeds from Divestitures and Other Asset Sales. Proceeds from asset sales were
$110 million in 2022 and $42 million in 2021, primarily from fixed asset sales
and minor brand divestitures.

Investment Securities. Investments provided net cash of $3 million in 2022 primarily from the sale of other investments and used cash of $55 million in 2021 primarily from the purchase of investment securities.

Financing Cash Flow



Net financing activities consumed $14.9 billion of cash in 2022, mainly due to
treasury stock purchases and dividends to shareholders, partially offset by a
net debt increase and the impact of proceeds received from stock option
exercises. Net financing activities consumed $21.5 billion in cash in 2021,
mainly due to treasury stock purchases, dividends to shareholders and a net debt
reduction, partially offset by the impact of stock options.

Dividend Payments. Our first discretionary use of cash is dividend payments.
Dividends per common share increased 9% to $3.5227 per share in 2022. Total
dividend payments to common and preferred shareholders were $8.8 billion in 2022
and $8.3 billion in 2021. In April 2022, the Board of Directors declared a 5%
increase in our quarterly dividend from $0.8698 to $0.9133 per share on Common
Stock and Series A and B Employee Stock Ownership Plan (ESOP) Convertible
Class A Preferred Stock. This is the 66th consecutive year that our dividend has
increased. We have paid a dividend for 132 consecutive years, every year since
our incorporation in 1890.

Long-Term and Short-Term Debt. We maintain debt levels we consider appropriate
after evaluating a number of factors, including cash flow expectations, cash
requirements for ongoing operations, investment and financing plans (including
acquisitions and share repurchase activities) and the overall cost of capital.
Total debt was $31.5 billion as of June 30, 2022, and $32.0 billion as of
June 30, 2021. We generated $1.9 billion from net debt increases, primarily due
to issuance of bonds. In 2021, we used $3.9 billion for net debt reductions,
including $512 million for early debt extinguishment costs related to the early
retirement of $2.3 billion of debt.

Treasury Purchases. Total share repurchases were $10.0 billion in 2022 and $11.0 billion in 2021.

Impact of Stock Options and Other. The exercise of stock options and other financing activities generated $2.0 billion and $1.6 billion of cash in 2022 and 2021, respectively.




Liquidity

At June 30, 2022, our current liabilities exceeded current assets by $11.4
billion, largely due to short-term borrowings under our commercial paper
program. We anticipate being able to support our short-term liquidity and
operating needs largely through cash generated from operations. The Company
regularly assesses its cash needs and the available sources to fund these needs.
As of June 30, 2022, the Company had $5.8 billion of cash and cash equivalents
related to foreign subsidiaries, primarily in various Western European and Asian
countries. We did not have material cash and cash equivalents related to any
country subject to exchange controls that significantly restrict our ability to
access or repatriate the funds. Under current law, we do not expect restrictions
or taxes on repatriation of cash held outside of the U.S. to have a material
effect on our overall liquidity, financial condition or the results of
operations for the foreseeable future.

We utilize short- and long-term debt to fund discretionary items, such as
acquisitions and share repurchases. We have strong short- and long-term debt
ratings, which have enabled, and should continue to enable, us to refinance our
debt as it becomes due at favorable rates in commercial paper and bond markets.
In addition, we have agreements with a diverse group of financial institutions
that, if needed, should provide sufficient funding to meet short-term financing
requirements.

On June 30, 2022, our short-term credit ratings were P-1 (Moody's) and A-1+ (Standard & Poor's), while our long-term credit ratings were Aa3 (Moody's) and AA- (Standard & Poor's), all with a stable outlook.



We maintain bank credit facilities to support our ongoing commercial paper
program. The current facility is an $8.0 billion facility split between a $3.2
billion five-year facility and a $4.8 billion 364-day facility, which expire in
November 2026 and November 2022, respectively. Both facilities can be extended
for certain periods of time as specified in the terms of the credit agreement.
These facilities are currently undrawn and we anticipate that they will remain
undrawn. These credit facilities do not have cross-default or ratings triggers,
nor do they have material adverse events clauses, except at the time of signing.
In addition to these credit facilities, we have an automatically effective
registration statement on Form S-3 filed with the SEC that is available for
registered offerings of short- or long-term debt securities. For additional
details on debt, see Note 10 to the Consolidated Financial Statements.

Guarantees and Other Off-Balance Sheet Arrangements



We do not have guarantees or other off-balance sheet financing arrangements,
including variable interest entities, which we believe could have a material
impact on our financial condition or liquidity.


--------------------------------------------------------------------------------
The Procter & Gamble Company 27

Contractual Commitments

The following table provides information on the amount and payable date of our contractual commitments as of June 30, 2022.


                                                          Less Than 1
($ millions)                              Total              Year              1-3 Years           3-5 Years           After 5 Years
RECORDED LIABILITIES
Total debt                             $ 31,925          $    8,656          $    4,190          $    6,508          $       12,571
Leases                                      885                 206                 314                 156                     209
U.S. Tax Act transitional charge (1)      1,886                 225                 983                 678                       -

OTHER


Interest payments relating to
long-term debt                               4,813                 568                 988                 868                   2,389
Minimum pension funding (2)                 493                 160                 333                   -                       -
Purchase obligations (3)                     2,785               1,082                 826                 452                     425

TOTAL CONTRACTUAL COMMITMENTS $ 42,787 $ 10,897

$ 7,634 $ 8,662 $ 15,594

(1)Represents the U.S. federal tax liability associated with the repatriation provisions of the U.S. Tax Act.



(2)  Represents future pension payments to comply with local funding
requirements. These future pension payments assume the Company continues to meet
its future statutory funding requirements. Considering the current economic
environment in which the Company operates, the Company believes its cash flows
are adequate to meet the future statutory funding requirements. The projected
payments beyond fiscal year 2025 are not currently determinable.

(3)  Primarily reflects future contractual payments under various take-or-pay
arrangements entered into as part of the normal course of business. Commitments
made under take-or-pay obligations represent minimum commitments with suppliers
and are in line with expected usage. This includes service contracts for
information technology, human resources management and facilities management
activities that have been outsourced. While the amounts listed represent
contractual obligations, we do not believe it is likely that the full
contractual amount would be paid if the underlying contracts were canceled prior
to maturity. In such cases, we generally are able to negotiate new contracts or
cancellation penalties, resulting in a reduced payment. The amounts do not
include other contractual purchase obligations that are not take-or-pay
arrangements. Such contractual purchase obligations are primarily purchase
orders at fair value that are part of normal operations and are reflected in
historical operating cash flow trends. We do not believe such purchase
obligations will adversely affect our liquidity position.



SIGNIFICANT ACCOUNTING POLICIES AND ESTIMATES



In preparing our financial statements in accordance with U.S. GAAP, there are
certain accounting policies that may require a choice between acceptable
accounting methods or may require substantial judgment or estimation in their
application. These include revenue recognition, income taxes, certain employee
benefits and goodwill and intangible assets. We believe these accounting
policies, and others set forth in Note 1 to the Consolidated Financial
Statements, should be reviewed as they are integral to understanding the results
of operations and financial condition of the Company.

The Company has discussed the selection of significant accounting policies and the effect of estimates with the Audit Committee of the Company's Board of Directors.

Revenue Recognition



Our revenue is primarily generated from the sale of finished product to
customers. Those sales predominantly contain a single performance obligation and
revenue is recognized at a single point in time when ownership, risks and
rewards transfer, which can be on the date of shipment or the date of receipt by
the customer. Trade promotions, consisting primarily of customer pricing
allowances, in-store merchandising funds, advertising and other promotional
activities and consumer coupons, are offered through various programs to
customers and consumers.  Sales are recorded net of trade promotion spending,
which is recognized as incurred at the time of the sale.  Amounts accrued for
trade promotions at the end of a period require estimation, based

on contractual terms, sales volumes and historical utilization and redemption
rates.  The actual amounts paid may be different from such estimates.  These
differences, which have historically not been significant, are recognized as a
change in management estimate in a subsequent period.

Income Taxes



Our annual tax rate is determined based on our income, statutory tax rates and
the tax impacts of items treated differently for tax purposes than for financial
reporting purposes. Also inherent in determining our annual tax rate are
judgements and assumptions regarding the recoverability of certain deferred tax
balances, primarily net operating loss and other carryforwards, and our ability
to uphold certain tax positions.

Realization of net operating losses and other carryforwards is dependent upon
generating sufficient taxable income in the appropriate jurisdiction prior to
the expiration of the carryforward periods, which involves business plans,
planning opportunities and expectations about future outcomes. Although
realization is not assured, management believes it is more likely than not that
our deferred tax assets, net of valuation allowances, will be realized.

We operate in multiple jurisdictions with complex tax policy and regulatory
environments. In certain of these jurisdictions, we may take tax positions that
management believes are supportable but are potentially subject to successful
challenge by the applicable taxing authority. These interpretational differences
with the respective


--------------------------------------------------------------------------------

28 The Procter & Gamble Company

governmental taxing authorities can be impacted by the local economic and fiscal environment.



A core operating principle is that our tax structure is based on our business
operating model, such that profits are earned in line with the business
substance and functions of the various legal entities in the jurisdictions where
those functions are performed. However, because of the complexity of transfer
pricing concepts, we may have income tax uncertainty related to the
determination of intercompany transfer prices for our various cross-border
transactions. We have obtained and continue to prioritize the strategy of
seeking advance rulings with tax authorities to reduce this uncertainty. We
estimate that our current portfolio of advance rulings reduces this uncertainty
with respect to over 70% of our global earnings. We evaluate our tax positions
and establish liabilities in accordance with the applicable accounting guidance
on uncertainty in income taxes. We review these tax uncertainties considering
changing facts and circumstances, such as the progress of tax audits, and adjust
them accordingly. We have several audits in process in various jurisdictions.
Although the resolution of these tax positions is uncertain, based on currently
available information, we believe that the ultimate outcomes will not have a
material adverse effect on our financial position, results of operations or cash
flows.

Because there are several estimates and assumptions inherent in calculating the
various components of our tax provision, certain future events such as changes
in tax legislation, geographic mix of earnings, completion of tax audits or
earnings repatriation plans could have an impact on those estimates and our
effective tax rate. See Note 5 to the Consolidated Financial Statements for
additional details on the Company's income taxes.

Employee Benefits



We sponsor various postretirement benefits throughout the world. These include
pension plans, both defined contribution plans and defined benefit plans, and
other postretirement benefit (OPRB) plans, consisting primarily of health care
and life insurance for retirees. For accounting purposes, the defined benefit
pension and OPRB plans require assumptions to estimate the net projected and
accumulated benefit obligations, including the following variables: discount
rate; expected salary increases; certain employee-related factors, such as
turnover, retirement age and mortality; expected return on assets; and health
care cost trend rates. These and other assumptions affect the annual expense and
net obligations recognized for the underlying plans. Our assumptions reflect our
historical experiences and management's best judgment regarding future
expectations. As permitted by U.S. GAAP, the net amount by which actual results
differ from our assumptions is deferred. If this net deferred amount exceeds 10%
of the greater of plan assets or liabilities, a portion of the deferred amount
is included in expense for the following year. The cost or benefit of plan
changes, such as increasing or decreasing benefits for prior employee service
(prior service cost), is deferred and included in expense on a straight-line

basis over the average remaining service period of the employees expected to receive benefits.



The expected return on plan assets assumption impacts our defined benefit
expense since many of our defined benefit pension plans and our primary OPRB
plan are partially funded. The process for setting the expected rates of return
is described in Note 8 to the Consolidated Financial Statements. For 2022, the
average return on assets assumptions for pension plan assets and OPRB assets was
5.5% and 8.4%, respectively. A change in the rate of return of 100 basis points
for both pension and OPRB assets would impact annual after-tax benefit/expense
by approximately $125 million.

Since pension and OPRB liabilities are measured on a discounted basis, the
discount rate impacts our plan obligations and expenses. Discount rates used for
our U.S. defined benefit pension and OPRB plans are based on a yield curve
constructed from a portfolio of high quality bonds for which the timing and
amount of cash outflows approximate the estimated payouts of the plan. For our
international plans, the discount rates are set by benchmarking against
investment grade corporate bonds rated AA or better. The average discount rate
on the defined benefit pension plans of 3.7% represents a weighted average of
local rates in countries where such plans exist. A 100 basis point change in the
discount rate would impact annual after-tax benefit expense by approximately
$135 million. The average discount rate on the OPRB plan of 5.0% reflects the
higher interest rates generally applicable in the U.S., which is where most of
the plan participants receive benefits. A 100 basis point change in the discount
rate would impact annual after-tax OPRB expense by approximately $10 million.
See Note 8 to the Consolidated Financial Statements for additional details on
our defined benefit pension and OPRB plans.

Goodwill and Intangible Assets



Significant judgment is required to estimate the fair value of our goodwill
reporting units and intangible assets. Accordingly, we typically obtain the
assistance of third-party valuation specialists for significant goodwill
reporting units and intangible assets. The fair value estimates are based on
available historical information and on future expectations. We typically
estimate the fair value of these assets using the income method, which is based
on the present value of estimated future cash flows attributable to the
respective assets. The valuations used to establish and to test goodwill and
intangible assets for impairment are dependent on a number of significant
estimates and assumptions, including macroeconomic conditions, overall category
growth rates, competitive activities, cost containment and margin progression,
Company business plans and the discount rate applied to cash flows.

Indefinite-lived intangible assets and goodwill are not amortized, but are
tested at least annually for impairment. Our ongoing annual impairment testing
for goodwill and indefinite-lived intangible assets occurs during the 3 months
ended December 31. Assumptions used in our impairment evaluations, such as
forecasted growth rates and cost of


--------------------------------------------------------------------------------
                                                 The Procter & Gamble 

Company 29



capital, are consistent with internal projections and operating plans. We
believe these estimates and assumptions are reasonable and comparable to those
that would be used by other marketplace participants. Unanticipated market or
macroeconomic events and circumstances may occur, which could affect the
accuracy or validity of the estimates and assumptions. For example, future
changes in the judgments, assumptions and estimates that are used in our
impairment testing for goodwill and indefinite-lived intangible assets,
including discount and tax rates or future cash flow projections, could result
in significantly different estimates of the fair values. In addition, changes to
or a failure to achieve business plans or deterioration of macroeconomic
conditions could result in reduced cash flows or higher discount rates, leading
to a lower valuation that would trigger an impairment of the goodwill and
intangible assets of these businesses.

We test individual indefinite-lived intangible assets by comparing the book
value of each asset to the estimated fair value. Our impairment testing for
goodwill is performed separately from our impairment testing of indefinite-lived
intangible assets. If the fair value of the reporting unit or indefinite-lived
intangible is less than its carrying value, that difference represents an
impairment.

Determining the useful life of an intangible asset also requires judgment.
Certain brand intangible assets are expected to have indefinite lives based on
their history and our plans to continue to support and build the acquired
brands. Other acquired intangible assets (e.g., certain brands, all customer
relationships, patents and technologies) are expected to have determinable
useful lives. Our assessment as to brands that have an indefinite life and those
that have a determinable life is based on a number of factors including
competitive environment, market share, brand history, underlying product life
cycles, operating plans and the macroeconomic environment of the countries in
which the brands are sold. Determinable-lived intangible assets are amortized to
expense over their estimated lives. An impairment assessment for
determinable-lived intangibles is only required when an event or change in
circumstances indicates that the carrying amount of the asset may not be
recoverable.

Most of our goodwill reporting units are comprised of a combination of legacy
and acquired businesses and as a result have fair value cushions that, at a
minimum, exceed three times their underlying carrying values. Certain of our
goodwill reporting units, in particular Shave Care and Appliances, are comprised
entirely of acquired businesses and as a result have fair value cushions that
are not as high as our legacy businesses. The Appliances reporting unit has a
fair value that significantly exceeds the underlying carrying value.

Based on our annual impairment testing during the three months ended December
31, 2021, the Shave Care reporting unit's fair value exceeded its carrying value
by more than 30% and the Gillette indefinite-lived intangible asset's fair value
exceeded its carrying value by approximately 5%.

The most significant assumptions utilized in the determination of the estimated
fair values of the Shave Care reporting unit and the Gillette indefinite-lived
intangible asset are the net sales and earnings growth rates (including residual
growth rates) and discount rate. The residual growth rate represents the
expected rate at which the reporting unit and Gillette brand are expected to
grow beyond the shorter-term business planning period. The residual growth rate
utilized in our fair value estimates is consistent with the reporting unit and
brand operating plans and approximates expected long-term category market growth
rates. The residual growth rate is dependent on overall market growth rates, the
competitive environment, inflation, relative currency exchange rates and
business activities that impact market share. As a result, the residual growth
rate could be adversely impacted by a sustained deceleration in category growth,
grooming habit changes, devaluation of currencies against the U.S. dollar or an
increased competitive environment. The discount rate, which is consistent with a
weighted average cost of capital that is likely to be expected by a market
participant, is based upon industry required rates of return, including
consideration of both debt and equity components of the capital structure. Our
discount rate may be impacted by adverse changes in the macroeconomic
environment, volatility in the equity and debt markets or other country specific
factors, such as further devaluation of currencies against the U.S. dollar. Spot
rates as of the fair value measurement date are utilized in our fair value
estimates for cash flows outside the U.S. Another key assumption in our fair
value determination of the Gillette indefinite-lived intangible asset is the
royalty rate, which is driven by historical and estimated future profitability
of the underlying Gillette business. The royalty rate may be impacted by
significant adverse changes in long-term operating margins.

While management can and has implemented strategies to address these events in
the past, changes in operating plans or adverse changes in the business or in
the macroeconomic environment in the future could reduce the underlying cash
flows used to estimate fair values and could result in a decline in fair value
that would trigger future impairment charges of the Shave Care reporting unit's
goodwill and indefinite-lived intangible assets.

The duration and severity of the pandemic and the Russia-Ukraine War could
result in a slow-down or a recession or drive inflationary pressures or foreign
currency devaluations in the general economy. These could trigger additional
future impairment charges for the Shave Care reporting unit goodwill and the
Gillette indefinite-lived intangible asset. While we have concluded that a
triggering event did not occur during the quarter ended June 30, 2022, the
Gillette indefinite-lived intangible asset is most susceptible to future
impairment risk. Our assessment of the Gillette intangible asset assumes the net
sales growth rates will continue to recover from the impact of the pandemic.
There continues to be a high level of uncertainty relating to geopolitical and
macroeconomic factors as a result of the Russia-Ukraine War and the COVID-19
pandemic. Accordingly, there


--------------------------------------------------------------------------------

30 The Procter & Gamble Company



continues to be risk related to this key assumption. The continued evolution of
the pandemic and the Russia-Ukraine War could impact the assumptions utilized in
the determination of the estimated fair values of Shave Care reporting unit and
the Gillette indefinite-lived intangible asset that are significant enough to
trigger an impairment. Net sales and earnings growth rates could be negatively
impacted by more prolonged reductions or changes in demand for our shave care
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, financial hardship, changes in the use and frequency of grooming
products or by shifts in demand away from one or more of our higher priced
products to lower priced products or by disruption in the supply chain or
operations due to the evolving Russia-Ukraine War. In addition, relative global
and country/regional macroeconomic factors including the Russia-Ukraine War
could result in additional and prolonged devaluation of other countries'
currencies relative to the U.S. dollar. Finally, the discount rate utilized in
our valuation model could be impacted by changes in the underlying interest
rates and risk premiums included in the determination of the cost of capital. As
of June 30, 2022, the carrying values of the Shave Care goodwill and the
Gillette indefinite-lived intangible asset were $12.3 billion and $14.1 billion,
respectively.

We performed a sensitivity analysis for the Shave Care reporting unit and the
Gillette indefinite-lived intangible asset during our annual impairment testing,
utilizing reasonably possible changes in the assumptions for the shorter-term
and residual growth rates, the discount rate and the royalty rate to demonstrate
the potential impacts to the estimated fair values. The table below provides, in
isolation, the estimated fair value impacts related to a 25 basis point increase
in the discount rate, a 25 basis point decrease in our shorter-term and residual
growth rates, or a 50 basis point decrease in our royalty rate, some of which
would result in an impairment of the Gillette indefinite-lived intangible asset.
                                                                      

Approximate Percent Change in Estimated Fair Value


                                                                                               -25 bps
                                             +25 bps Discount Rate                           Growth Rate                        -50 bps Royalty Rate
Shave Care goodwill reporting unit                    (6)%                                       (6)%                                   N/A
Gillette indefinite-lived intangible
asset                                                 (6)%                                       (6)%                                   (3)%


In light of the Russia-Ukraine War, we performed an additional sensitivity
analysis for the Shave Care reporting unit and the Gillette indefinite-lived
intangible asset for a range of outcomes, including reduced future cash flows
and no future cash flows in Ukraine and Russia. Under these scenarios, the Shave
Care reporting unit fair value continued to exceed its carrying value by
approximately 30% and the Gillette indefinite-lived intangible asset's fair
value exceeded or approximated its carrying value. However, if
the impact of the war were to extend beyond its current scope, there could be a
triggering event for the Gillette indefinite-lived intangible asset that may
cause us to perform an additional impairment assessment for that asset in a
future period that may result in an impairment charge.

See Note 4 to the Consolidated Financial Statements for additional discussion on goodwill and intangible asset impairment testing results.

New Accounting Pronouncements



Refer to Note 1 to the Consolidated Financial Statements for recently adopted
accounting pronouncements and recently issued accounting pronouncements not yet
adopted as of June 30, 2022.

OTHER INFORMATION

Hedging and Derivative Financial Instruments



As a multinational company with diverse product offerings, we are exposed to
market risks, such as changes in interest rates, currency exchange rates and
commodity prices. We evaluate exposures on a centralized basis to take advantage
of natural exposure correlation and netting. We leverage the Company's
diversified portfolio of exposures as a natural hedge and prioritize operational
hedging activities over financial market instruments. To the extent we choose to
further manage volatility within our financing operations, as discussed below,
we enter into various financial transactions which we account for using the
applicable accounting guidance for derivative instruments and hedging
activities. These financial transactions are governed by our policies covering
acceptable counterparty exposure, instrument types and other hedging practices.
See Note 9 to the Consolidated Financial Statements for a discussion of our
accounting policies for derivative instruments.

Derivative positions are monitored using techniques including market valuation,
sensitivity analysis and value-at-risk modeling. The tests for interest rate,
currency rate and commodity derivative positions discussed below are based on
the RiskManager™ value-at-risk model using a one-year horizon and a 95%
confidence level. The model incorporates the impact of correlation (the degree
to which exposures move together over time) and diversification (from holding
multiple currency, commodity and interest rate instruments) and assumes that
financial returns are normally distributed. Estimates of volatility and
correlations of market factors are drawn from the RiskMetrics™ dataset as of
June 30, 2022. In cases where data is unavailable in RiskMetrics™, a reasonable
proxy is included.

Our market risk exposures relative to interest rates, currency rates and commodity prices, as discussed below, have not changed materially versus the previous reporting period. In addition, we are not aware of any facts or circumstances that would significantly impact such exposures in the near term.



Interest Rate Exposure on Financial Instruments. Interest rate swaps are used to
hedge exposures to interest rate movement on underlying debt obligations.
Certain interest rate swaps denominated in foreign currencies are designated to
hedge exposures to currency exchange rate movements on

--------------------------------------------------------------------------------
                                                 The Procter & Gamble 

Company 31

our investments in foreign operations. These currency interest rate swaps are designated as hedges of the Company's foreign net investments.



Based on our interest rate exposure as of and during the year ended June 30,
2022, including derivative and other instruments sensitive to interest rates, we
believe a near-term change in interest rates, at a 95% confidence level based on
historical interest rate movements, would not materially affect our financial
statements.

Currency Rate Exposure on Financial Instruments. Because we manufacture and sell
products and finance operations in a number of countries throughout the world,
we are exposed to the impact on revenue and expenses of movements in currency
exchange rates. Corporate policy prescribes the range of allowable hedging
activity. To manage the exchange rate risk associated with the financing of our
operations, we primarily use forward contracts and currency swaps with
maturities of less than 18 months.

Based on our currency rate exposure on derivative and other instruments as of
and during the year ended June 30, 2022, we believe, at a 95% confidence level
based on historical currency rate movements, the impact on such instruments of a
near-term change in currency rates would not materially affect our financial
statements.

Commodity Price Exposure on Financial Instruments. We use raw materials that are
subject to price volatility caused by weather, supply conditions, political and
economic variables and other unpredictable factors. We may use futures, options
and swap contracts to manage the volatility related to the above exposures.

As of and during the years ended June 30, 2022, and June 30, 2021, we did not have any financial commodity hedging activity.

Measures Not Defined By U.S. GAAP



In accordance with the SEC's Regulation S-K Item 10(e), the following provides
definitions of the non-GAAP measures and the reconciliation to the most closely
related GAAP measure. We believe that these measures provide useful perspective
of underlying business trends (i.e., trends excluding non-recurring or unusual
items) and results and provide a supplemental measure of year-on-year results.
The non-GAAP measures described below are used by management in making operating
decisions, allocating financial resources and for business strategy purposes.
These measures may be useful to investors as they provide supplemental
information about business performance and provide investors a view of our
business results through the eyes of management. These measures are also used to
evaluate senior management and are a factor in determining their at-risk
compensation. These non-GAAP measures are not intended to be considered by the
user in place of the related GAAP measures, but rather as supplemental
information to our business results. These non-GAAP measures may not be the same
as similar measures used by other companies due to possible differences in
method and in the items or events being adjusted. These measures include:

Organic Sales Growth. Organic sales growth is a non-GAAP measure of sales growth
excluding the impacts of acquisitions, divestitures and foreign exchange from
year-over-year comparisons. We believe this measure provides investors with a
supplemental understanding of underlying sales trends by providing sales growth
on a consistent basis. This measure is used in assessing achievement of
management goals for at-risk compensation.

The following tables provide a numerical reconciliation of organic sales growth to reported net sales growth:


                                                       Foreign Exchange        Acquisition & Divestiture
Year ended June 30, 2022           Net Sales Growth         Impact                 Impact/Other (1)          Organic Sales Growth
Beauty                                          2  %                  -  %                              -  %                 2  %
Grooming                                        2  %                  3  %                              -  %                 5  %
Health Care                                     9  %                  1  %                              -  %                10  %
Fabric & Home Care                              6  %                  2  %                              -  %                 8  %
Baby, Feminine & Family Care                    5  %                  1  %                              -  %                 6  %
TOTAL COMPANY                                   5  %                  2  %                              -  %                 7  %


(1)  Acquisition & Divestiture Impact/Other includes the volume and mix impact
of acquisitions and divestitures and rounding impacts necessary to reconcile net
sales to organic sales.

Adjusted Free Cash Flow. Adjusted free cash flow is defined as operating cash
flow less capital spending and transitional tax payments resulting from the U.S.
Tax Act beginning in 2019. Adjusted free cash flow represents the cash that the
Company is able to generate after taking into account planned maintenance and
asset expansion. We view adjusted free cash flow as an important measure because
it is one factor used in determining the amount of cash available for dividends,
share repurchases, acquisitions and other discretionary investments.

The following table provides a numerical reconciliation of adjusted free cash flow ($ millions):



        Operating   Capital    Adjustments to Operating    Adjusted Free
        Cash Flow   Spending         Cash Flow (1)           Cash Flow
 2022  $  16,723   $ (3,156)  $                     225   $       13,792
 2021  $  18,371   $ (2,787)  $                     225   $       15,809

(1) Adjustments to Operating Cash Flow include transitional tax payments resulting from the U.S. Tax Act of $225 in 2022 and 2021.

--------------------------------------------------------------------------------

32 The Procter & Gamble Company



Adjusted Free Cash Flow Productivity. Adjusted free cash flow productivity is
defined as the ratio of adjusted free cash flow to net earnings excluding the
charges for early debt extinguishment (which are not considered part of our
ongoing operations). We view adjusted free cash flow productivity as a useful
measure to help investors understand P&G's ability to generate cash. Adjusted
free cash flow productivity is used by management in making operating decisions,
in allocating financial resources and for budget planning purposes. This measure
is used in assessing the achievement of management goals for at-risk
compensation.

The Company's long-term target is to generate annual adjusted free cash flow productivity at or above 90 percent.

The following table provides a numerical reconciliation of adjusted free cash flow productivity ($ millions):


                                                                                                      Adjusted Free
               Adjusted Free         Net       Early Debt Extinguishment     Net Earnings               Cash Flow
                 Cash Flow        Earnings              Charges          Excluding Adjustments         Productivity
    2022     $       13,792    $     14,793    $                    -    $           14,793                           93  %
    2021     $       15,809    $     14,352    $                  427    $           14,779                          107  %




Core EPS. Core EPS is a measure of the Company's diluted net earnings per share
from continuing operations adjusted as indicated. Management views this non-GAAP
measure as a useful supplemental measure of Company performance over time. Core
EPS is also used in assessing the achievement of management goals for at-risk
compensation. The table below provides a reconciliation of diluted net earnings
per share to Core EPS, including the following reconciling items:

•Charges for early debt extinguishment: During fiscal year 2021 the Company
recorded after tax charges of $427 million ($512 million before tax), due to the
early extinguishment of certain long-term debt. These charges represent the
difference between the reacquisition price and the par value of the debt
extinguished.

We do not view the above items to be indicative of underlying business results
and its exclusion from Core earnings measures provides a more comparable measure
of year-on-year results. This item is also excluded when evaluating senior
management in determining their at-risk compensation.

                      THE PROCTER & GAMBLE COMPANY AND SUBSIDIARIES
                      (Amounts in Millions Except Per Share Amounts)
                           Reconciliation of Non-GAAP Measures
                                   Twelve Months Ended June       Twelve Months Ended June 30,
                                           30, 2022                           2021
                                                                             AS REPORTED              EARLY DEBT              NON-GAAP
                                    AS REPORTED (GAAP)                          (GAAP)              EXTINGUISHMENT             (CORE)

NET EARNINGS ATTRIBUTABLE TO P&G  $             14,742                      $    14,306          $             427          $   14,733
                                                                                                                              Core EPS
DILUTED NET EARNINGS PER COMMON
SHARE (1)                         $               5.81                      $      5.50          $            0.16          $     5.66

(1) Diluted net earnings per share are calculated on Net earnings attributable to Procter & Gamble.

CHANGE IN CURRENT YEAR REPORTED (GAAP) VERSUS NON-GAAP (CORE)(1)


   CORE EPS                                                              3  %


(1) Change versus year ago is calculated based on As Reported (GAAP) values for
the twelve months ended June 30, 2022, versus the Non-GAAP (Core) values for the
twelve months ended June 30, 2021.

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