Procter & Gamble : Morgan Stanley Virtual Global Consumer & Retail Conference Presentation

MORGAN STANLEY CONFERENCE

December 2, 2020

FORWARD LOOKING STATEMENTS

Certain statements in this release or presentation, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words "believe," "project," "expect," "anticipate," "estimate," "intend," "strategy," "future," "opportunity," "plan," "may," "should," "will," "would," "will be," "will continue," "will likely result," and similar expressions. Forward-looking statements are based on current expectations and assumptions, which are subject to risks and uncertainties that may cause results to differ materially from those expressed or implied in the forward-looking statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events or otherwise, except to the extent required by law

Risks and uncertainties to which our forward-looking statements are subject include, without limitation: (1) the ability to successfully manage global financial risks, including foreign currency fluctuations, 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 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 factors outside of our control, such as natural disasters, acts of 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 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 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 (including the United Kingdom's exit from the European Union) and potential implications such as exchange rate fluctuations and market contraction; (13) the ability to successfully manage 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, data protection, tax, environmental, and accounting and financial reporting) and to resolve pending matters within current estimates; (14) the ability to manage changes in applicable tax laws and regulations including maintaining our intended tax treatment of divestiture transactions; (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; and (17) the ability to successfully manage the demand, supply, and operational challenges associated with a disease outbreak, including epidemics, pandemics, or similar widespread public health concerns (including the novel coronavirus, COVID-19, outbreak). For additional information concerning factors that could cause actual results and events to differ materially from those projected herein, please refer to our most recent 10-K/A, 10-Q and 8-K reports.

REGULATIONS FD AND G DISCLOSURE

QUARTERLY ORGANIC SALES

ORGANIC SALES

Q1 FY '21

Home Care +33%

Oral Care +15%

Family Care +12%

Personal Health Care +9%

Fabric Care +9%

Hair Care +8%

Skin and Personal Care +7%

Feminine Care +7%

Grooming +6%

Q1 FY '21

ORGANIC SALES

5 of613 of15

GLOBAL MARKET SHARES

-1.4

Global P&G Monthly Value

1.2

1.0

0.8

0.6

0.4

0.2

0.0

-0.2

-0.4

-0.6

-0.8

-1.0

-1.2

FY'16

FY'17

FY'18

FY'19

FY'20

FY'21

Jul Aug Sept Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sept Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sept Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sept Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sept Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sept

COVID-19 BUSINESS IMPACTS

Headwinds

• • Shaving, Deodorants

• • Asia Pacific, Middle East, Africa • North America

• • Channel Disruption

• • Supply Chain Disruption

Tailwinds

• • Family, Fabric & Home Care

• • Maximized / Efficient Manufacturing

• • Lower Travel & Entertainment

2 3

Maximizing the availability of products that help people and their families with their cleaning, health and hygiene needs.

Supporting communities, relief agencies and people who are on the front lines of this global pandemic.

STRATEGIC CHOICES

PORTFOLIO: DAILY USE, PERFORMANCE DRIVES BRAND CHOICE

New Standard

Of Excellence

SUPERIORITY

TO WIN WITH CONSUMERS

Value

ProductsPackaging

Communication

Retail Execution

FOCUSED PORTFOLIO

SUPERIORITY Fabric Care

16%

28%

SUPERIORITY Fabric Care

SUPERIORITY Global Home Care

SUPERIORITY

Global Home Care Organic Sales Growth

SUPERIORITY Global Oral Care

LEADING CONSTRUCTIVE DISRUPTION Across the Value Chain

Lean Innovation

Supply Chain

Brand BuildingDigitization & Data Analytics

23

FOCUSED & AGILE ORGANIZATION

SECTOR BUSINESS UNITS

STRATEGIC CHOICES

PORTFOLIO: DAILY USE, PERFORMANCE DRIVES BRAND CHOICE

New Standard

Of Excellence

SUPERIORITY

TO WIN WITH CONSUMERS

Value

ProductsPackaging

Communication

Retail Execution

WELL-POSITIONED FOR THE FUTURE

• • Increased cleaning, health, and hygiene focus

• • More time spent at home

• • Superior performance matters even more

• • Increased preference for established, reputable brands

DYNAMIC MARKET REALITIES

BALANCED GROWTH & VALUE CREATION

The Procter & Gamble Company Regulation G Reconciliation of Non-GAAP Measures

In accordance with the SEC's Regulation G, the following provides definitions of the non -GAAPmeasures used in Procter & Gamble's December 2, 2020 Morgan Stanley conference, associated slides, and other materials and the reconciliation to the most closely related GAAP measure. We believe that these measures provide useful perspective on 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. Certain of 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 measure, 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 o r events being adjusted.

The measures provided are as follows:

• 1. Orga nic sa les growth - page3

• 2. CoreEPSandcurrency-neutralCoreEPS - page4

• 3. Adjusted free cash flow productivity - page5

  Organic sales growth*: Organic sales growth is a non-GAAP measure of sales growth excluding the impacts of acquisitions and divestitures, the impact from the July 1, 2018 adoption of new accounting standards for "Revenue from Contracts with Customers", and foreign exchange from year-over-year comparisons. Management believes this measure provides investors with a supplemental understanding of underlying sales trends by providing sale s growth on a consistent basis.

  The Core earnings measures included in the following reconciliation tables refer to the equivalent GAAP me asures adjusted as applicable for the following items:

• • Incremental restructuring: The Company has historically had a n ongoing level of restructuring a ctivities. Such a ctivities have resulted in ongoing a nnual restructuring rela ted charges of a pproximately $250 - $500 million before tax. Since 2012, theCompany has had a strategic productivity and cost savings initiative that resulted in incremental restructuring charges. The a djustment to Core earnings includes only the restructuring costs a bove what we believe a re the normal recurring level of restructuring costs. In fiscal 2021 a nd onwards, the Company expects to incur restructuring costs within our historical ongoing level.

• • Ga in on Dissolution of the PGT Healthcare Partnership: The Company finalized the dissolution of our PGT Healthcare pa rtnership, a venture between the Company and Teva Pharmaceuticals Industries, Ltd (Teva) in the OTC consumer hea lthcare business, in the quarter ended September 30, 2018. The transaction wa sa ccounted for a s a sa le of the Teva portionofthePGTbusiness;theCompanyrecognizedanafter-taxgainonthedissolutionof$353million.

• • Sha ve Care Impairment: In the fourth quarter of fiscal 2019, the company recognized a one-time, non-cash, a fter-tax chargeof$8.0billion($8.3billionbeforetax)toadjustthecarryingvaluesoftheShaveCarereportingunit.Thiswas comprised of a before a nd after-tax impairment charge of $6.8 billion rela ted to goodwill a nd a n a fter-tax impairment chargeof$1.2billion($1.6billionbeforetax)toreducethecarryingvalueoftheGilletteindefinite-livedintangible a ssets.

• • Anti-dilutive Impacts: The Shave Care impairment charges caused certain equity instruments that are normally dilutive (a nd hence normally assumed converted or exercised for the purposes of determining diluted net earnings per share) to be a nti-dilutive. Accordingly, for U.S. GAAP diluted ea rnings per share, these instruments were not a ssumed to be concerted or exercised. Specifically, in the fourth quarter, total fiscal 2019, a nd calendar year 2019 the weighted a verage outstanding preferred shares were not included in the diluted weighted a verage common shares outstanding. Additionally, in the fourth quarter of fiscal 2019, none of our outstanding share-based equity awards were included in the diluted weighted average common shares outstanding. As a result of the non-GAAP ShaveCare impairment a djustment, these instruments a re dilutive for non -GAAP earnings per share.

We do not view the above items to be part of our sustainable results, and their exclusion from core earnings measures provides a more comparable measure of year-on-year results. These items are also excluded when evaluating senior management in determining their at-risk compensation. Management views the following non-GAAP measures as useful supplemental measures of Company performance and operating efficiency over time.

Core EPS and currency-neutral Core EPS*: Core earnings per share, or Core EPS, is a measure of the Co mpany's diluted net earnings per share from continuing operations adjusted as indicated. Currency-neutral Core EPS is a measure of the Company's Core EPS excluding the incremental current year impact of foreign exchange.

Adjusted free cash flow: Adjusted free cash flow is defined as operating cash flow less capital spending and adjustments for items as indicated. Adjusted free cash flow represents the cash that the Company is able to generate after taking into account planned maintenance and asset expansion. Management views 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 investment.

Adjusted free cash flow productivity*: Adjusted free cash flow productivity is defined as the ratio of adjusted free cash flow to net earnings. Management views 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, allocating financial resources and for budget planning purposes. The Company's long-term target is to generate annual free cash flow productivity at or above 90 percent.

* Measure is used to evaluate senior management and is a factor in determining their at -risk compensation.

1. Organic sales growth:

Acquisition &

Total Company JAS 2020

Net Sales Growth 9%

Foreign Exchange

Impact

Divestiture Impact/Other*

Organic Sales

Growth

1%

(1)%

9%

* 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.

%
Organic Sales
Prior Quarters
Acquisition/
Net Sales	Foreign	Divestiture	Organic Sales
Total Company	Growth	Exchange Impact	Impact/Other*	Growth
JAS 2018	-%	3%	1%	4%
OND 2018	-%	4%	-%	4%
JFM 2019	1%	5%	(1%)	5%
AMJ 2019	4%	4%	(1)%	7%
JAS 2019	7%	2%	(2)%	7%
OND 2019	5%	1%	(1)%	5%
JFM 2020	5%	2%	(1)%	6%
AMJ 2020	4%	3%	(1)%	6%

* Acquisition & Divestiture Impact/Other includes the volume and mix impact of acquisitions and divestitures for all periods, the impact from the July 1, 2018 adoption of new accounting standards for "Revenue from Contracts with Customers" and rounding impacts necessary to reconcile net sales to organic sales.

Organic Sales

Fiscal Year 2020

Acquisition &

Net Sales	Foreign Exchange	Divestiture	Organic Sales
Total Company	Growth	Impact	Impact/Other*	Growth
FY 2020	5%	2%	(1)%	6%

* 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.

Organic Sales Calendar Year 2019

Acquisition &
Net Sales	Foreign Exchange	Divestiture	Organic Sales
Total Company	Growth	Impact	Impact/Other*	Growth
Calendar Year 2019	4%	3%	(1)%	6%

* Acquisition & Divestiture Impact/Other includes the volume and mix impact of acquisitions and divestitures for all periods, the impact from the July 1, 2018 adoption of new accounting standards for "Revenue from Contracts with Customers" and rounding impacts necessary to reconcile net sales to organic sales.

2. Core EPS and currency-neutral Core EPS:

Three Months Ended

September 30

2020	2019
Diluted Net Earnings Per Share	$1.63	$1.36
Incremental Restructuring	0.01
Core EPS	$1.63	$1.37
Percentage change vs. prior period	19%
Currency Impact to Earnings	0.04
Currency-Neutral Core EPS	$1.67
Percentage change vs. prior period Core EPS	22%

Note - All reconciling items are presented net of tax. Tax effects are calculated consistent with the nature of the underlying transaction.

Core EPS Fiscal Year 2020

Twelve Months Ended

June 30

2020	2019
Diluted Net Earnings Per Share	$4.96	$1.43
Incremental Restructuring	0.16	0.13
Gain on Dissolution of PGT Partnership	(0.13)
Shave Care Impairment	3.03
Anti-Dilutive Impacts	0.06
Core EPS	$5.12	$4.52
Percentage change vs. prior period	13%
Currency Impact to Earnings	0.15
Currency-Neutral Core EPS	$5.27
Percentage change vs. prior period Core EPS	17%

Note - All reconciling items are presented net of tax. Tax effects are calculated consistent with the nature of the underlying transaction.

Core EPS Calendar Year 2019

Twelve Months Ended

December 31

Note - All reconciling items are presented net of tax. Tax effects are calculated consistent with the nature of the underlying transaction.

2019	2018
Diluted Net Earnings Per Share	$1.78	$4.11
Incremental Restructuring	0.10	0.24
Transitional Impacts of U.S. Tax Reform	(0.01)
Gain on Dissolution of PGT Partnership	(0.13)
Early Debt Extinguishment	0.09
Shave Care Impairment	3.02
Anti-Dilutive Impact	0.04
Core EPS	$4.94	$4.30
Percentage change vs. prior period	15%
Currency Impact to Earnings	0.20
Rounding	0.01
Currency-Neutral Core EPS	$5.15
Percentage change vs. prior period Core EPS	20%
Adjusted Free Cash
Flow Productivity
95%

3. Adjusted free cash flow productivity (dollar amounts in millions):

Three Months Ended September 30, 2020

Operating Cash

Flow

$4,739

Capital Spending

$(850)

Adjustments*

$225

Adjusted Free

Cash FlowNet Earnings

$4,114

$4,308

*Adjustments to free cash flow include tax payments for the transitional tax resulting from the U.S. Tax Act.

Operating Cash

Flow

$17,403

Capital SpendingTwelve Months Ended June 30, 2020

Adjustments*

$(3,073)

$543

Adjusted Free Cash

Flow

$14,873

Net Earnings

$13,103

Adjusted Free Cash Flow Productivity

114%

*Adjustments to free cash flow include tax payments for the transitional tax resulting from the U.S. Tax Act and tax payments related to the Merck OTC Consumer Healthcare acquisition.

Operating Cash Flow

$16,201

Capital Spending

$(3,250)

Twelve Months Ended December 31, 2019

Adjustments*Adjusted Free

Cash Flow

$215

$13,166

Net Earnings

Adjustments to Net Earnings**

$4,899

Adjusted

Net Earnings

Adjusted Free

Cash Flow Productivity

$7,978

$12,877

102%

*Adjustments to free cash flow include tax payments for the transitional tax resulting from the U.S. Tax Act and tax payments related to the Merck OTC Consumer Healthcare acquisition.

**Adjustments to Net Earnings relate to the Shave Care Impairment charge.