Procter & Gamble Annual Report 2020

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FY2020 Annual Report · Procter & Gamble

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2020
Annual Report

F I N A N CIA L H IG H LIG HT S (U N AU D ITE D)
Amounts in billions, except per share amounts

2 02 0 N E T SA LE S BY BU S I N E S S S EG M E NT 3

2020 2019 2018 2017

2016

Fabric & Home Care

33%

Net Sales

$71.0

$67.7

$66.8

$65.1

$65.3

Operating Income

$15.7

$5.5

$13.4

$13.8

$13.3

$13.0

$3.9

$9.8

$15.3

$10.5

18.5% 5.9% 14.8% 15.7% 15.4%

Net Earnings
Attributable to P&G

Net Earnings Margin
from Continuing
Operations

Diluted Net Earnings
per Common Share
from Continuing
Operations 1

Diluted Net Earnings
per Common Share 1

Core Earnings per
Share 2

$4.96

$1.43

$3.67

$5.59

$3.69

$5.12

$4.52

$4.22

$3.92

$3.67

Operating Cash Flow

$17.4

$15.2

$14.9

$12.8

$15.4

Dividends per
Common Share

$3.03

$2.90

$2.79

$2.70

$2.66

Baby, Feminine
& Family Care

Beauty

Health Care

Grooming

North America 4

Europe

Asia Paciﬁc

Greater China

Latin America

India, Middle East

& Africa (IMEA)

26%

19%

13%

47%

22%

10%

$4.96

$1.43

$3.67

$3.69

$3.49

2 02 0 N E T SA LE S BY G EOG R A PH IC R EG IO N

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

(2) Core EPS is a measure of the Company’s diluted net earnings per common share from continuing operations adjusted for certain items not viewed as part

of our sustainable results. Please see page 74 of the Annual Report for detail on the reconciling items.

(3) These results exclude net sales in Corporate.

(4) North America includes the United States, Canada and Puerto Rico.

VARIOUS STATEMENTS IN THIS ANNUAL REPORT, including estimates, projections, objectives and expected results, 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 and are generally identiﬁed by the words “believe,” “expect,” “anticipate,” “intend,” “opportunity,” “plan,” “project,” “will,” “should,” “could,” “would,” “likely”

and similar expressions. Forward-looking statements are based on current assumptions that are subject to risks and uncertainties that may cause actual results

to differ materially from the forward-looking statements, including the risks and uncertainties discussed in Item 1A – Risk Factors of the Form 10-K/A included

in this Annual Report. Such forward-looking statements speak only as of the date they are made, and we undertake no obligation to update or revise publicly

any forward-looking statements, except as required by law.

TA B LE O F CO NTE NT S

Letter to Shareowners

Stepping Up in Response to COVID-19

P&G’s Integrated Growth Strategy

iii

Measures Not Deﬁned by U.S. GAAP

Board of Directors

Company Leadership

Citizenship at P&G

xiv

Company and Shareholder Information

Form 10-K

xvii

Recognitions and Awards

Inside Back Cover

Dear
Shareowners,

Fiscal year 2020 will go down as one of the most

challenging years for P&G in our 183-year history.

Despite numerous issues presented by the global

COVID-19 pandemic, P&G people delivered strong

results, meeting or exceeding our ﬁnancial goals

for the year with 6% organic sales growth and 13%

core earnings per share growth.

Before I go into more detail on our ﬁscal year 2020

results, I want to brieﬂy outline the immediate priorities

we established to carry us through the pandemic:

DAV I D S . TAY LO R

Chairman of the Board, President
and Chief Executive Ofﬁcer

• Protect the health and well-being of P&G people;

• Maximize the availability of our products that

help people and their families with their health,

hygiene and cleaning needs, which have never

been greater;

• Support the communities, relief agencies and

people on the front lines of this global pandemic.

P&G Chairman, President and CEO David Taylor visits our Lima,
Ohio plant, one of several global locations where we began
producing hand sanitizer for use in our facilities to help us
operate safely, and to share with hospitals, health care facilities
and relief organizations.

Taken together, these priorities ensure P&G is there for

the employees, consumers and communities who have

always been there for us, and they remain in place today.

Fiscal Year 2020 Results

Importantly, they work hand-in-hand with our strategic

Last ﬁscal year, we grew markets and increased

choices — a portfolio of daily use brands; meaningful

household penetration in multiple categories — driving

superiority across products, packages, communication,

top-line growth, bottom-line growth and market share.

retail execution and value; driving productivity in

everything we do; constructive disruption across all

areas of our business; and a more empowered, agile

and accountable organization.

Organic sales grew 6%. On a two-year stacked basis,

organic sales growth has accelerated from 3% (across

ﬁscal years 17 and 18) to 6% (across ﬁscal years 18 and

19) to 11% (across ﬁscal years 19 and 20) indicating the

This strategy is unwavering, and it’s delivering strong,

underlying strength of our brands and our strategy

balanced growth and value creation.

which are driving our business.

+6%

O RGA N IC SA LE S
G ROW TH

+13%

CO R E E PS
G ROW TH

114%

A DJ U S TE D F R E E C A S H
F LOW PRO DUC TIV IT Y

ii • The Procter & Gamble Company

On the bottom line, core earnings per share were

Credit for these results goes to all of the employees

up 13% versus the prior year. On a constant currency

of P&G, who have demonstrated incredible creativity,

basis, core earnings per share were up 17%. All-in

agility and commitment to serving consumers,

GAAP earnings per share were up signiﬁcantly versus

customers and communities every day during these

a year ago because of last year’s one-time, non-cash

unprecedented circumstances.

accounting charge to reduce the carrying value of

the Gillette Shave Care business.

Adjusted free cash ﬂow productivity was 114%.

It’s important to note that we were at 6% organic sales

growth, 18% core earnings per share growth, and 96%

adjusted free cash ﬂow productivity for the ﬁrst half

of the ﬁscal year, before the impact of the pandemic.

We maintained this strong momentum in the second

half of ﬁscal year 2020, overcoming many challenges,

including the lockdown in China, channel shutdowns,

operational challenges to safely staff our facilities and

source materials necessary to maintain production,

and a signiﬁcant increase in production in some

categories to serve heightened consumer cleaning,

health and hygiene needs.

Nine of 10 product categories grew organic sales.

Home Care and Personal Health Care grew in the

teens. Family Care grew double digits. Fabric Care

and Feminine Care grew high single digits. Hair Care,

Skin & Personal Care, and Oral Care grew mid-single

digits. Grooming grew 1%, and Baby Care was down 1%.

We delivered very strong results in our two largest

and most proﬁtable markets. The U.S. grew organic

sales 10% for the year, including 5% growth in the ﬁrst

half of the ﬁscal year. Greater China grew 8%, including

13% organic growth in the ﬁrst half of the ﬁscal year.

E-commerce organic sales grew 40% and are now

over 10% of our total Company sales.

We returned $15.2 billion of value to shareowners

through a combination of share repurchases and

dividends. In April, we announced a 6% increase in

the dividend. This was the 64th consecutive annual

increase and the 130th consecutive year in which

P&G has paid a dividend.

Summing up, we delivered or over-delivered on each

of our going-in targets for the year — organic sales

growth, core EPS growth, free cash ﬂow productivity

and cash returned to shareowners. We built strong

momentum heading into the COVID-19 crisis, and

arguably built this further during the challenging

second half of the ﬁscal year.

Stepping Up During
the Pandemic

P&G people have stepped up to deliver on each of

the priorities that guide our actions and our choices

in this crisis period.

We’re protecting P&G people and the safety of our work

environments. This is our top priority. We moved quickly

and early based on learnings from our experience in

China. With this information and guidance from medical

professionals, we put robust safety measures in place

for all employees working at a P&G location, including

temperature scans, increased disinfection, shift

rotations, distancing and the use of masks.

We quickly pivoted P&G’s global disaster relief program to focus on
the needs created by COVID-19. Millions of P&G products are being
donated from more than 50 of our brands in more than 55 countries,
helping ensure that families have basic access to the everyday
essentials many of us take for granted. We’re also partnering with
and supporting more than 200 NGOs, agencies and some of the
world’s leading relief organizations, providing help to nursing
homes, shelters, community groups, food banks and more.

S TE PPI N G U P A S A FO RCE FO R GOO D I N R E S PO N S E TO COV I D -1 9

The Procter & Gamble Company • iii

Our people can work confidently

We’re bringing trusted brands

P&G has a long history of

knowing that P&G stands

that help people clean, take care

supporting those in need, and

behind them, with robust

of their personal health and

we’re supporting the communities,

safety measures we constantly

hygiene, and create healthy

relief agencies and people on the

evaluate and update.

homes for their families.

front lines of this global pandemic.

PROTEC TI N G
P&G PEO PLE

S E RV I N G
CO N S U M E R S

S U PPO R TI N G
CO M M U N ITI E S

• Serving consumers and supporting

communities starts with ensuring our
employees are safe and protected, with
robust safety measures that include
comprehensive cleaning of work areas,
temperature scans, hand sanitizers and
face masks, shift rotations, physical
distancing, working from home and using
collaboration tools to stay connected.

• Maximizing the availability of products
that help people and their families
with their health, hygiene and cleaning
needs, which have never been greater,
by running extra shifts, putting idled
equipment back into service quickly,
partnering with suppliers, and constantly
finding new ways to deliver more of
the products consumers depend on.

• Equipping and encouraging all

employees to make smart, appropriate
choices like staying at home if they
feel unwell.

• Continuing sustainable employee

policies, industry-leading benefits,
and a culture that can support, nurture,
and endure — including robust health
coverage, paid leave programs,
emergency loans and flexible solutions
for work and dependent care. To directly
address the pandemic, we implemented
no-cost access to virtual medical visits
and for COVID-19 testing and treatment,
pay continuity for workers unable to
work due to COVID-19, and expanded
flexible work arrangements to help
employees manage dependent care.

• Leveraging our marketing expertise
to support public health measures
to help flatten the curve and slow the
spread of the virus, through initiatives
including hand-washing education from
our Safeguard soap brand, creating the
#DistanceDance campaign to encourage
social distancing, and creating the
“Masks On, Ohio” campaign for P&G’s
global headquarters state, joining
forces with businesses across Ohio.

• Sharing useful information and

services from our brands, such as
Braun “haircuts at home” tutorials,
Tide Cleaners’ free laundry services
for first responders and Pampers
virtual childbirth classes.

• Using our R&D, engineering and

manufacturing expertise to make
critically needed non-medical face
masks, face shields and hand sanitizer
to support our operations and to share
with hospitals, health care facilities
and relief organizations.

• Making cash, product and in-kind

donations of tens of millions of dollars
across more than 50 brands, more
than 200 different relief organizations,
and more than 55 countries.

• Creating a series of films from P&G and
our brands and sponsoring events to
bring needed attention and support to
the most disproportionately affected
populations.

• Helping ensure families have basic
access to the everyday cleaning,
health and hygiene essentials many
of us take for granted.

Visit www.pg.com/covid19 to learn more.

iv • The Procter & Gamble Company

Personal Protective Equipment (PPE) is critical to

Importantly, delivering on each of these priorities is

operating safely, and we rapidly built the capability

helping us continue to advance our integrated strategy,

to make our own to protect P&G people. Importantly,

and we will keep raising the bar on the excellent

we are donating signiﬁcant amounts of PPE to

execution of this strategy for the months, quarters

communities, health facilities and front-line workers.

and years ahead.

Our industry-leading beneﬁts play a critical role in

providing P&G people with the resources they need

to care for themselves and their families. From paid

leave and comprehensive medical care, to ﬂexible work

arrangements and ﬁnancial support, P&G people can

work conﬁdently knowing the Company stands with

and behind them every day — but especially during

times of crisis.

We’re maximizing the availability of our products

to serve consumers around the world who count on

our brands and the beneﬁts they provide. Trusted

brands are more important than ever given the needs

generated by the pandemic, the increased focus on

health and hygiene, and the additional time people

are spending in their homes.

P&G products play an essential role in helping

consumers maintain proper hygiene, personal health

and healthy home environments. Our products clean

laundry, homes, hair, bodies, and hands, as well as

clean and shave faces. We provide hygiene products

for feminine protection, baby care, adult incontinence

and bathroom needs. As a result, demand for many of

our categories increased in the face of the pandemic.

We’re supporting our communities, providing much

needed product donations and ﬁnancial support.

These donations ensure that families who do not

have basic access to the everyday essentials many

of us take for granted can have the cleaning, health

and hygiene beneﬁts P&G brands can provide.

We partnered with some of the world’s leading relief

organizations, including the International Federation

of Red Cross, Americares and Direct Relief, as well as

key regional organizations, such as Feeding America,

Matthew 25: Ministries, the China Youth Development

Foundation, One Foundation, the Korea Disaster Relief

Association, the United Way, and more.

Our efforts to meet these three priorities — protecting

employees, serving consumers and supporting

communities — have been critical as we have navigated

the effects of the pandemic, and we will continue to

step up to support each other, our consumers and

our communities.

Our Integrated
Strategy to Win

Our integrated strategy is the foundation for strong

balanced growth and value creation for the near and long

term — to focus and strengthen our portfolio in daily use

categories where performance drives brand choice; to

establish and extend the superiority of our brands across

product, packaging, communication, retail execution

and value; to make productivity as integral to our culture

as innovation; to lead constructive disruption across the

value chain; and to improve organization focus, agility

and accountability. These are not independent strategic

choices. They reinforce and build on each other, and

when executed well, lead to balanced top- and bottom-

line growth and value creation.

This strategy is working, and we believe it puts us in a

good position to deal with and overcome the challenges

of the current macroeconomic environment we ﬁnd

ourselves in.

A Focused Portfolio

We have built a focused portfolio of 10 categories that

leverage P&G strengths. In these categories, we typically

occupy the number one or two share position. These are

daily use categories where performance drives brand

choice, which means our products must be superior.

Looking ahead, we will serve what will likely be an

environment of continued focus on health, hygiene and

cleaning, with consumers potentially using our products

multiple times each day. Because of this, the relevance

of our categories in consumers’ lives may remain high,

with related consumption impacts.

For example, there may be continued focus on home

with additional time at home and more meals at home.

This creates more opportunities for our brands to help

consumers with products like Dawn, Fairy and Cascade

to clean dishes, and Swiffer, Bounty, Mr. Clean and

Microban 24, our new antimicrobial surface sanitization

product, to clean surfaces.

P&G’s integrated and mutually reinforcing strategies
are the foundation for strong, balanced growth and value creation.

The Procter & Gamble Company • v

We have a portfolio of daily-use

products, many providing health,

hygiene and cleaning benefits in

categories where performance plays

a significant role in brand choice.

We’re operating through

a more focused, agile,

accountable organization

operating at the speed

of the market.

We’re creating and extending

brand superiority across

product, package,

communication, retail

execution and value.

PORTFOLIO

performance drives

brand choice

ORGAN IZ ATION

INTEGR ATE D

SU PE RIORIT Y

empowered, agile

accountable

GROW TH

STR ATEGY

to win with

consumers

CON STRUC TIVE

DI S RU PTION

across our business

PRODUC TIVIT Y

to fuel

investments

We’re leading the constructive

We’re driving productivity

disruption of our industry across

improvements in both cost

all areas of the value chain, to win

and cash to fund investments

in today’s dynamic world.

and improve profitability.

vi • The Procter & Gamble Company

P&G’s
10-Category
Portfolio

H E A LTH C A R E

Personal Health Care

Oral Care

FA B R IC A N D H O M E C A R E

Fabric Care

Home Care

There may be sustained attention on personal

cleanliness with a higher frequency of washing of

hair, body and clothing. Again, this creates further

opportunities to help with products, like Head &

Shoulders, Pantene and Herbal Essences to clean

hair; Safeguard, Olay and Old Spice to clean skin;

and Tide, Ariel and Gain to clean clothing.

We have many other occasions to serve new and

changing consumer needs. For example, our over-

the-counter health care products provide proactive

health beneﬁts as well as important symptom relief.

Proper shaving is important when wearing an N95

mask, or similar respiratory mask, to ensure a good

ﬁt for protection. Even toilet paper has seen an

increase in demand as people think about the

one item they can’t live without.

Overall, we have a signiﬁcant opportunity to help

consumers in their pursuit of health and hygiene

in a clean home.

Superiority to Win
with Consumers

Within our 10 categories we’re creating superior, science-

based products delivered with superior packaging,

consumer communication, retail execution and value

in all price tiers where we compete. This is the basis for

competitive advantage — meaningful and noticeable

superiority across all elements of our consumer

proposition. Superior offerings drive market growth,

creating a winning proposition for all concerned.

Superiority is a high bar. Our products must be so good
that consumers recognize the difference. Our packages

must be attractive, convey brand equity and close

the sale. Our communications must create awareness,

demonstrate superior performance, and create the

desire to purchase. In stores, our retail execution must

include the right product forms, sizes, price points,

The Procter & Gamble Company • vii

B E AUT Y

G ROO M I N G

Skin & Personal Care

Hair Care

Grooming

BA BY A N D F E M I N I N E C A R E

FA M I LY C A R E A N D P&G V E NTU R E S

Baby Care

Feminine Care

Family Care

S U PE R I O R
PR O D U C T S

S U PE R I O R
PAC K AG I N G

S U PE R I O R B R A N D
CO M M U N I C ATI O N

S U PE R I O R
R E TA I L E X ECU TI O N

S U PE R I O R CO N S U M E R
& CU S TO M E R VA LU E

Tide Power PODS and
Gain Ultra Flings laundry
pacs, introduced in ﬁscal
2020, have more cleaning
power than two regular
Tide PODS Original pacs.
This innovation contributed
to high single-digit growth
in the U.S. laundry category
with Tide and Gain
driving about 75% of
U.S. category growth.

Vicks developed a
superior bottle design
for NyQuil and DayQuil
in ﬁscal 2020. Recently
launched, it ﬁts better
on retailer shelves, helps
consumers locate the
right product for them,
and is easier to hold and
store at home — all while
reducing the plastic
used in each bottle.

Charmin Ultra Soft is
2X more absorbent
so consumers can
use less than the
leading bargain brand.
Communicating this
superior performance
contributed to
Charmin’s double-digit
organic sales growth
in ﬁscal 2020.

During the COVID-19
pandemic’s impact on
beauty counter closures
in China, the Olay team
moved swiftly to provide
online beauty counseling,
continuing to delight
consumers and delivering
a second consecutive
year of double-digit
growth in ﬁscal 2020.

SkinGuard is designed to
delight the more than 65%
of men who report skin
sensitivity and may shave
less often. Launched in the
U.S. in ﬁscal 2019 and in
several countries in ﬁscal
2020, it contributed to our
share growth globally in
the male blades and razors
segment during the year.

Read more about our examples of superiority across categories at www.pg.com/annualreport2020.

viii • The Procter & Gamble Company

Noticeable
Superiority
to Win with
Consumers

In 2017, we raised the bar on all

DAWN POWE RWA S H

F E B R E Z E S M A LL S PACE S

The unique spray technology

Febreze Small Spaces is

and superior formula of Dawn

activated with the click of a

Powerwash provide powerful

button and eliminates odors

suds that cut grease on

for up to 45 days. The sleek

contact. Priced at a premium

packaging blends into the

to regular Dawn, Powerwash

décor of any room in the house.

is driving growth in the Hand

First launched in Japan and

Dish market category and

now in the U.S., it has helped

contributed to the 1.5 points

drive ﬁscal 2020 share growth

of share growth of Dawn in

for the Febreze brand of more

the U.S. in ﬁscal 2020.

than two points in Japan and

one point in the U.S.

aspects of superiority, in all 10

of our categories. With this new

standard in place, we assessed our

portfolio and found only 30% to

be superior across all dimensions.

Today, more than 70% of our

portfolio is judged as superior —

and we’re making continuous

improvements to respond to

consumer needs, improving

options for consumers around

the world.

Let’s look at how this comes to

life in Home Care, where since

ﬁscal 2018 we’ve driven about

60% of global category market

growth and step-changed organic

sales growth from low single

digits, to high single digits,

to double digits in ﬁscal 2020.

SU PE R IO R
PRO DUC T S

SU PE R IO R
PACK AG I N G

Together, these ﬁve elements

drive category growth, help

prevent commoditization

and provide the basis to build

Products so good, consumers

Packaging that attracts

recognize the difference.

consumers, conveys brand

Superior products raise

equity, helps consumers

expectations for performance

select the best product for

sustainable competitive advantage.

in the category.

their needs, and delights

consumers during use.

The Procter & Gamble Company • ix

C A SC A D E

SWI F F E R

M ICRO BA N 2 4

Superior brand communication

Swiffer gave more visibility to

In February we launched Microban

can drive sustainability and grow

the product and established clear

24, with antimicrobial technology

markets. Cascade launched

vertical blocks on shelf for Swiffer

that keeps killing bacteria for up

a campaign with hard-hitting

Sweeper, Wet Jet, Dusters, Heavy

to 24 hours when used as directed.

facts that tackle the top myths

Duty and Pet — differentiated

It helps keep homes clean and

limiting dishwasher use. The

by color and signage to help

sanitized — providing value with

campaign helped the Cascade

the consumer choose the right

a new beneﬁt for consumers and

brand grow organic sales in the

product for them. First in the

a new addition to the category

mid-teens in ﬁscal 2020 — and

U.S. and most recently in Europe,

for retailers.

is helping consumers save water.

this strategy helped increase

ﬁscal 2020 sales by double digits

in markets where executed.

Microban 24 is effective for 24 hours against

Staphylococcus aureus and Enterobacter

aerogenes bacteria. Microban 24 does not

provide 24-hour residual virus protection.

SU PE R IO R B R A N D
CO M M U N IC ATIO N

SU PE R IO R
R E TA I L E XECUTIO N

SU PE R IO R CON SU M E R
& CU S TO M E R
VA LU E

Product and packaging

In-store: with the right store

For consumers: all these elements

beneﬁts communicated with

coverage, product forms, sizes,

presented in a clear and shoppable

exceptional advertising that

price points, shelving and

way at a compelling price. For

makes you think, talk, laugh,

merchandising. Online: with

customers: margin, penny proﬁt,

cry, smile, act and buy —

and that drives category

and brand growth.

the right content, assortment,

trip generation, basket size,

ratings, reviews, search and

and category growth.

subscription offerings.

x • The Procter & Gamble Company

shelving and merchandising execution. Online,

our retail execution must include the right content,

assortment, ratings, reviews, search and subscription

offerings. Finally, our consumer value equations must

represent a good value of the total proposition, and

for customers, include important items like market

growth, penny proﬁt and margin.

We continue to raise the bar on all ﬁve vectors of

superiority because when we’re superior on at least

four of ﬁve, we more consistently drive market growth,

sales, proﬁt, household penetration and value share.

P&G recently received two honors that recognize

the progress we’ve made. The Cannes Lions Festival

of Creativity named us the #1 Brand Marketer of the

Decade, and Target recognized us as their supplier

of the year, across all product categories.

We’ve made investments to strengthen the superiority

of our brands, and we’ll continue to invest to extend

our margin of advantage and quality of execution,

improving options for consumers around the world.

Productivity to
Fuel Investments

The strategic need for this investment, the need to

manage through the pandemic, and the ongoing

need to drive balanced top- and bottom-line growth,

including margin expansion, underscores the

importance of productivity.

We’re driving cost savings and efﬁciency improvement

in all facets of our business — cost and cash productivity

up and down the income statement and across the

balance sheet.

During the COVID-19 crisis, we’ve learned that some

work, previously thought of as in-person only, can

progress remotely — with signiﬁcant productivity

beneﬁts. As a result, we’re rethinking the necessity

of some travel. We understand the value in face-to-

face interaction and don’t expect all work to continue

virtually indeﬁnitely, but we can achieve an improved,

more optimal balance.

CO N S TRUC TIV E D I S RU P TIO N AT P&G

In a world with a rapidly changing retail environment, quickly evolving consumer needs,
media ecosystem transformation and revolutionary changes in technology, we’re leading
the constructive disruption of our industry. Here are just a few examples:

I N N OVATIO N

B R A N D BU I LD I N G

P&G is embracing lean innovation, acting with the speed and
agility of a startup to create the future. We combine robust,
consumer-based insights with breakthrough science that is
inspired by how people live, work and play — both in our core
business and in new areas. One such innovation is OPTE, a
handheld beauty device from our P&G Ventures startup studio,
which digitally scans your skin, detects age spots, sunspots and
hyperpigmentation and precisely corrects them by immediately
camouﬂaging them and fading their appearance over time.

We’re reinventing media using precision tools like propensity
modeling that help us understand where a consumer is
on their path to purchase, letting us reduce spend while
increasing our reach. And we’re reinventing advertising
by bringing some advertising creation and media planning
in-house — such as on our Secret brand — providing
complete control and ﬂexibility for as little as 1/10 the
cost and less than 1/3 the time of traditional executions.

There’s also savings in media spending, building on

the $1 billion of savings we delivered over the previous

ﬁve years. As a number of industries have pulled back

on advertising, we have been able to work closely

with our media partners to increase the reach and

effectiveness of our communications to consumers.

Productivity is now as
integral to our culture as
innovation and helps to
fuel our investments in
superiority.

Productivity has become part of who we are, and an

area of ongoing commitment only accelerated by the

current disruption in how we work.

The Procter & Gamble Company • xi

Constructive Disruption
Across the Value Chain

Success in our highly competitive industry requires

agility that comes with a mindset of constructive

disruption — a willingness to change, adapt, and

create new trends and technologies that will shape

our industry for the future.

Constructive is a carefully chosen word. It’s one thing

to disrupt and destroy value. It’s another thing to disrupt

in a constructive way that drives market growth and

creates value for retailers, investors, employees and

consumers alike.

We must lead the constructive disruption of our

industry across all areas of the value chain, including

but not limited to how we innovate, how we build

brands, how we run our supply chain, and how we

use digitization and data analytics.

S U PPLY CH A I N

D IG ITI Z ATIO N & DATA A N A LY TIC S

We’ve advanced our supply network capabilities in the face
of the COVID-19 crisis, and we’ll build some of these changes
into how we work in the future. This includes shipping directly
to customers when needed, and accelerating the use of
data platforms and machine learning to better understand
consumer consumption and raw material availability.

In the U.S., Europe, Latin America and Asia, we’re using data
and analytics to better ensure we’re in precisely the right
stores — down to the neighborhood level — with the right
shelf sets, placement, sampling and marketing — resulting
in a better consumer experience and category growth.

xii • The Procter & Gamble Company

This mindset of constructive disruption has been

particularly important to overcome the challenges of

working during the pandemic. Here are a few examples.

The foundation of everything we do is the consumer,

and we’ve increased the use of virtual consumer

research — doing customized research with more

than 250,000 consumers virtually since early February

to sense and understand shifting consumer needs.

We’ve advanced our supply network capabilities to

support consumption surges to serve consumers

for an extended period of time. Some of the changes

we made will be built into how we work in the future,

including shipping directly to customers when needed

and accelerating the use of data platforms and

machine learning capabilities to better understand

consumer consumption and raw material availability.

We’ve developed innovative new ways to create

consumer communications with smaller teams,

with more internal and external collaboration, and at

fractions of the time and costs of traditional methods.

we manage our 10 product categories within these

SBUs. The SBUs have sales, proﬁt, cash and value

creation responsibility for our largest markets, called

Focus Markets — accounting for about 80% of sales

We’ve accelerated digital capability and learning,

and 90% of proﬁt.

and we’re using the power of technology to enable

faster business decisions and results. Decisions that

used to take weeks now take days, and decisions

that used to take days now take hours.

The rest of the world is organized into Enterprise

Markets — a separate unit with sales, proﬁt and value

creation responsibility. Enterprise Markets are important

to the future of P&G because of their attractive market

Constructive disruption is important in any environment

growth rates. Our organization structures in the

and even more so in the environment we’re currently

Enterprise Markets are being optimized to accelerate

operating in — requiring an ongoing mindset of

top- and bottom-line growth in these dynamic

constructive disruption and disruptive possibility.

macro environments.

Empowered, Agile
and Accountable
Organization and
Culture

Key corporate resources provide support with

best-in-class expertise focused on scaled services,

governance, stewardship and areas requiring

high mastery.

The pandemic has been a true test of our new

organization structure, and it’s serving us well. P&G

people are more empowered, agile and accountable —

closer to the consumers they serve. There’s more focus

At the beginning of ﬁscal year 2020, we moved to a new

on action, a scarcity mentality, and an entrepreneurial

organization structure. We now operate P&G through

spirit to quickly come together to solve problems, ﬂow

six industry-based Sector Business Units or SBUs, and

to new demands, and seamlessly support each other.

The Procter & Gamble Company • xiii

Providing greater clarity

Strengthening

on responsibilities

and reporting lines

leadership

accountability

Operating through

six industry-based
Sector Business Units

Enabling P&G people

to accelerate growth
and value creation

OU R N EW
O RGA N I Z ATIO N S TRUC TU R E

A more empowered, agile and
accountable organization, ﬂowing to new
demands, seamlessly supporting each other
to deliver our priorities around the world.

xiv • The Procter & Gamble Company

CO M M U N IT Y
I M PAC T

Giving back to communities is part
of who we are as a Company. P&G
people are stepping up and serving
others as a force for good in service
to people everywhere caring for
their families and communities —
all day, every day.

E TH IC S & CO R PO R ATE
R E S PO N S I B I LIT Y

At P&G, we are governed by our Purpose,
Values and Principles. Our philosophy is
that a reputation of trust and integrity
is built over time, earned every day, and
is what sets us apart. We’re committed
to doing what’s right and being a good
corporate citizen.

D IV E R S IT Y
& I N CLU S IO N

We believe in diversity and inclusion
and will continue to build a diverse
employee and leadership base to
reﬂect the consumers we serve
around the world, and foster an
inclusive, respectful, welcoming
and afﬁrming culture. We’re
also driving action on the world
stage to make a difference.

CITI Z E N S H I P

A Force for Good and
A Force for Growth

Learn more about our goals,
metrics, progress and risks
in our Citizenship Report at
www.pg.com/citizenship.

E N V I RO N M E NTA L
S U S TA I N A B I LIT Y

Environmental sustainability
is embedded in how we
do business. We have a
responsibility to make the
world better — through the
products we create and the
positive impact we can have
in communities worldwide.

G E N D E R
EQUA LIT Y

We aspire to build a better world
with equal voice and equal
representation — from an inclusive,
gender-equal environment at
P&G, to removing barriers to
education for girls and economic
opportunities for women through
P&G programs and policy advocacy.

Citizenship Built into
Business Results

Citizenship is built into how we do business every

day. We’re focused on being a force for good and a

force for growth in each area of our Citizenship work:

Community Impact, Diversity & Inclusion, Gender

Equality, and Environmental Sustainability, all built

on a foundation of Ethics & Corporate Responsibility.

Ethics & Corporate Responsibility is always critical but

never more so than when operating in a crisis. Because

of our track record and strong reputation as a good

and responsible company, we were able to work closely

with governments around the world to ensure our

operations generally continued, with important safety

protocols in place, enabling us to help people and their

families meet their health, hygiene and cleaning needs.

We quickly pivoted our Community Impact efforts to

address the COVID-19 pandemic, working with 200

relief organizations to help communities in need —

donating essential health, hygiene and cleaning

products, as well as much needed masks, face shields

and hand sanitizer. We also responded to a number

of natural disasters around the world — ﬁres, ﬂoods,

hurricanes and typhoons — providing people the

comforts of home, health and hygiene. And, our P&G

Children’s Safe Drinking Water Program continued

to reach those in need of clean drinking water,

delivering 17 billion liters of clean drinking water

around the world since the start of the program.

In Gender Equality, we continue to make progress

on our aspiration to reach 50/50 representation of

women and men at every level of our organization,

and to achieve equitable advancement of multicultural

women at every level in the U.S. We remain steadfast

in our commitment to ﬂexible work, intentional career

planning, pay equity and paid parental leave, which

are all proven accelerators of gender equality. And,

we continue to partner with organizations that help

remove barriers to education for girls and create

economic opportunities for women.

In Environmental Sustainability, we recently made

a new commitment to advance a series of natural

climate solutions over the next 10 years that will put

us on track for our operations to be carbon neutral

by 2030. Working closely with leading climate experts,

P&G will fund a range of projects designed to protect,

improve and restore forests, wetlands, grasslands and

peatlands. Our efforts will increase carbon storage or

avoid greenhouse gas emissions, while supporting

local communities and economic recovery. These

The Procter & Gamble Company • xv

E TH IC S & CO R PO R ATE
R E S PO N S I B I LIT Y

P&G brands, employees, operations
and partners work together to be
a force for good and a force for
growth, governed by our Purpose,
Values and Principles and doing
what’s right. We’re proud that many
of our ongoing Citizenship efforts
deliver on the majority of the U.N.
Sustainable Development Goals.

CO M M U N IT Y I M PAC T

Nearly a billion people globally
struggle with access to clean
drinking water. We’ve delivered
17 billion liters to those in need since
our Children’s Safe Drinking Water
Program began — through our P&G
Puriﬁer of Water packets that act
as a water treatment plant in a
4-gram package.

D IV E R S IT Y & I N CLU S IO N

Building on our longstanding efforts
on equality, we stepped up our
ongoing actions to address bias
and racism that Black Americans
face by establishing the Take on
Race Fund and an educational
website (www.pg.com/takeonrace),
and releasing short ﬁlms to inspire
conversation and action, “The Talk,”
“The Look” and “The Choice.”

G E N D E R EQUA LIT Y

We’re leveraging our signiﬁcant voice
in advertising to tackle gender bias
and promote equality. Secret’s “Not
the First” International Women’s Day
campaign built on the brand’s efforts
in support of equality for women,
highlighting that in order to achieve
equal representation, it takes more
than celebrating the women who
came ﬁrst.

E N V I RO N M E NTA L
S U S TA I N A B I LIT Y

We’re highly engaged in working
to minimize our own environmental
footprint — including our most recent
Ambition 2030 commitment to be
carbon neutral for the decade —
and in innovating to create products
and solutions that make responsible
consumption irresistible for people
everywhere.

xvi • The Procter & Gamble Company

natural climate solutions will help accelerate efforts

to address climate change, while enabling people

and our planet to thrive.

The need for equality for all was laid bare by the

tragic events in the spring that took the lives of Black

Americans and sparked a movement around the

world to address the systemic racism and inequality

that have been institutionalized in our society.

Unfortunately, far too often, the burden of seeking

equality has rested on the shoulders of those most

marginalized. This simply won’t work. It’s time for

inequality to end, and we’re committed to being part

of the solution with deliberate, sustained action.

P&G and our brands have stepped up our ongoing

efforts to advance equality for all people, and especially

at this moment in history for Black Americans. We

established the P&G Take On Race fund to help fuel

organizations that ﬁght for justice, advance economic

Our portfolio is now focused on daily use items where

opportunity, enable greater access to education and

performance drives brand choice. We have much less

health care, and make our communities more equitable.

exposure to discretionary items than we had during

Internally, we’re committed to continue to build a diverse

employee and leadership base to reﬂect the consumers

we serve, and foster an inclusive, respectful, welcoming

and afﬁrming culture. We’re ensuring our policies and

practices are not just inclusive, but deliberately advance

and enable equity and inclusion. However, our Company

is not perfect, and we still have work to do. But, we’re

building on a strong foundation, and we’re committed

to meaningful change.

In summary, while the pandemic has brought into sharp

focus the many challenges we still face as a society, we’re

focused on doing our part to address these — stepping up

to be a force for good and force for growth in our world.

Stepping Up and
Stepping Forward

Looking ahead, we believe that the volatility and

challenges we face may continue for some time.

While parts of the world have returned to some sense

of normality, there are many parts still well in the midst

of the pandemic. There also may be a resurgence of the

virus in many places now thought of as generally safe.

And, the economic impact has yet to be fully realized.

Over the long term, we believe we are well-positioned

to serve consumers and create value in an attractive

industry. While we are not immune to recession,

the last downturn. We’ve increased the superiority of

our offerings, which makes the proposition of switching

to a lower performance product a much more difﬁcult

decision for consumers. While not perfect, we have

stronger entries across price tiers. We are emphasizing

performance-based, value messaging. We have relevant

pack sizes designed to hit key cash outlay thresholds for

consumers who need to make week-to-week purchase

decisions based on cash availability. Our productivity

muscle is now well developed. We’re embracing

disruption constructively. And, we have a more

empowered, agile and accountable organization.

The best response to the uncertainties and sources

of volatility we face is to double down on our integrated

set of strategic choices, which are delivering very

strong results. These mutually reinforcing strategies

are the foundation for strong, balanced growth and

value creation.

The weeks and months ahead will not be easy, but

we take a long view, and I believe our best days are

ahead of us because of P&G people. We’ll come out of

this stronger than before — stepping up and stepping

forward together to win with consumers, shoppers

and customers, individually and collectively unleashing

our capability to deliver outstanding results.

our strategy puts us on better footing than prior

DAV I D S . TAY LO R

downturns to weather economic headwinds.

Chairman of the Board, President and Chief Executive Ofﬁcer

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K/A

Amendment No. 1

(Mark one)
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 TRUE

[ ]]FALSE TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended June 30, 2020
OR

Cincinnati
One
Procter &
Gamble
Plaza

513

For the transition period from to
Commission File No. 1-434

THE PROCTER & GAMBLE COMPANY

One Procter & Gamble Plaza, Cincinnati, Ohio 45202

Telephone (513) 983-1100

IRS Employer Identification No. 31-0411980

State of Incorporation: Ohio

Securities registered pursuant to Section 12(b) of the Act:

45202

983-1100

31-041198
0

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, without Par Value

4.125% EUR notes due December 2020

2.000% notes due 2021

2.000% notes due 2022

1.125% notes due 2023

0.500% notes due 2024

0.625% notes due 2024

1.375% notes due 2025

4.875% EUR notes due May 2027

1.200% notes due 2028

1.250% notes due 2029

1.800% notes due 2029

6.250% GBP notes due January 2030

5.250% GBP notes due January 2033

1.875% notes due 2038

PG20A

PG21

PG22B

PG23A

PG24A

PG24B

PG25

PG27A

PG28

PG29B

PG29A

PG30

PG33

PG38

New York Stock Exchange

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ No o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes o No þ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of
this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company.
See the definitions of "large accelerated filed," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Non-accelerated filer

Accelerated filer

Smaller reporting company

Emerging growth company

FALSE

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ False
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of
the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.
7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes þ No o TRUE
The aggregate market value of the voting stock held by non-affiliates amounted to $304 billion on December 31, 2019.
There were 2,486,086,692 shares of Common Stock outstanding as of July 31, 2020.

Portions of the Proxy Statement for the 2020 Annual Meeting of Shareholders, which will be filed within one hundred and twenty days of the fiscal year ended June 30, 2020 (2020
Proxy Statement), are incorporated by reference into Part III of this report to the extent described herein.

Documents Incorporated by Reference

Explanatory Note

This Amendment No. 1 on Form 10-K/A amends The Procter & Gamble Company’s Annual Report on Form 10-K for the year ended June 30, 2020, which the Company previously
filed with the Securities and Exchange Commission on August 6, 2020. The Company is filing this Amendment solely to address technical issues with the formatting of portions of the
original Form 10-K filing. These issues caused some information in the original filing to appear misaligned or illegible, even though properly included. In accordance with Rule
12b-15 of the Securities Exchange Act of 1934, as amended, this Amendment includes new certifications required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, as
amended, dated as of the filing date of this Amendment. Except as described above, this Form 10-K/A does not modify or update disclosure in, or exhibits to, the original Form 10-K.
Furthermore, this Form 10-K/A does not change any previously reported financial results, nor does it reflect events occurring after the date of the original Form 10-K. Information not
affected by this Form 10-K/A remains unchanged and reflects the disclosures made at the time the original Form 10-K was filed. For ease of reference, the entire original Form 10-K,
including all other exhibits filed therewith, is included with this Amendment.

/s/ JON R. MOELLER

(Jon R. Moeller)
Vice Chairman, Chief Operating Officer and Chief Financial Officer
August 7, 2020
Date

FORM 10-K TABLE OF CONTENTS

PART I

Business

Item 1.
Item 1A. Risk Factors
Item 1B. Unresolved Staff Comments
Item 2.
Item 3.
Item 4. Mine Safety Disclosure

Properties
Legal Proceedings

PART II

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of

Information about our Executive Officers

Equity Securities
Selected Financial Data

Item 6.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
Financial Statements and Supplementary Data
Item 8.
Management's Report and Reports of Independent Registered Public Accounting Firm
Consolidated Statements of Earnings
Consolidated Statements of Comprehensive Income
Consolidated Balance Sheets
Consolidated Statements of Shareholders' Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements

Note 1: Summary of Significant Accounting Policies
Note 2: Segment Information
Note 3: Supplemental Financial Information
Note 4: Goodwill and Intangible Assets
Note 5: Income Taxes
Note 6: Earnings Per Share
Note 7: Stock-based Compensation
Note 8: Postretirement Benefits and Employee Stock Ownership Plan
Note 9: Risk Management Activities and Fair Value Measurements
Note 10: Short-term and Long-term Debt
Note 11: Accumulated Other Comprehensive Income/(Loss)
Note 12: Leases
Note 13: Commitments and Contingencies
Note 14: Merck Acquisition
Note 15: Quarterly Results (Unaudited)

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Item 9.
Item 9A. Controls and Procedures
Item 9B. Other Information

PART III Item 10. Directors, Executive Officers and Corporate Governance

Item 11. Executive Compensation
Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters

Item 13. Certain Relationships and Related Transactions and Director Independence
Item 14.

Principal Accountant Fees and Services

PART IV Item 15. Exhibits and Financial Statement Schedules
Form 10-K Summary
Signatures
Exhibit Index

Item 16.

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The Procter & Gamble Company 1

PART I

Item 1. Business.

Additional information required by this item is incorporated
herein by reference
to Management's Discussion and
Analysis (MD&A); and Notes 1 and 2 to our Consolidated
indicates
Unless
Financial Statements.
otherwise, the terms the "Company," "P&G," "we," "our" or
"us" as used herein refer to The Procter & Gamble Company
(the registrant) and its subsidiaries.

the context

The Procter & Gamble Company is focused on providing
branded products of superior quality and value to improve
the lives of the world's consumers, now and for generations
to come. The Company was incorporated in Ohio in 1905,
having first been established as a New Jersey corporation in
1890, and was built from a business founded in Cincinnati in
1837 by William Procter and James Gamble. Today, our
products are sold in more than 180 countries and territories.

Throughout this Form 10-K, we incorporate by reference
information from other documents filed with the Securities
and Exchange Commission (SEC).

The Company's Annual Report on Form 10-K, quarterly
reports on Form 10-Q and current reports on Form 8-K, and
amendments thereto, are filed electronically with the SEC.
The SEC maintains an internet site that contains these
reports at: www.sec.gov. You can also access these reports
through links from our website at: www.pginvestor.com.
P&G includes the website link solely as a textual reference.
The
is not
incorporated by reference into this report.

information contained on our website

Copies of these reports are also available, without charge, by
contacting EQ Shareowner Services, 1100 Centre Pointe
Curve, Suite 101, Mendota, MN 55120-4100.
Financial Information about Segments

Information about our reportable segments can be found in
the MD&A and Note 2 to our Consolidated Financial
Statements.
Narrative Description of Business

Our business model relies on the
Business Model.
continued growth and success of existing brands and
products, as well as the creation of new innovative products
and brands. The markets and industry segments in which we
offer our products are highly competitive. Our products are
sold in more than 180 countries and territories through
numerous channels as well as direct-to-consumer. Our
growth strategy is to deliver meaningful and noticeable
superiority in all elements of our consumer proposition -
product, packaging, brand communication, retail execution
and consumer and customer value equation. We use our
research and development and consumer insights to provide
superior products and packaging. We utilize our marketing
and online presence to deliver superior brand messaging to
our consumers. We work collaboratively with our customers
to deliver superior retail execution, both in-store and online.
In conjunction with the above elements, we provide superior
value to consumers and our retail customers in each price tier

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

Key Product Categories. Information on key product
categories can be found in the MD&A and Note 2 to our
Consolidated Financial Statements.

customers

Key Customers. Our
include mass
merchandisers, e-commerce, grocery stores, membership
club stores, drug stores, department stores, distributors,
wholesalers, baby stores, specialty beauty stores (including
airport duty-free stores), high-frequency stores, pharmacies,
electronics
stores and professional channels. These
customers sell our products to individual consumers. We
also sell direct to consumers. Sales to Walmart Inc. and its
affiliates represent approximately 15% of our total sales in
2020, 2019 and 2018. No other customer represents more
than 10% of our total sales. Our top ten customers
accounted for approximately 38% of our total sales in 2020
and 36% in 2019 and 2018. The nature of our business does
not result in material backlog orders or contracts with the
government. We believe our practices related to working
capital items for customers and suppliers are consistent with
the industry segments in which we compete.

Sources and Availability of Materials. Almost all of the
raw and packaging materials used by the Company are
purchased from third parties, some of whom are single-
source suppliers.
We produce certain raw materials,
primarily chemicals, for further use in the manufacturing
process. In addition, fuel, natural gas and derivative
products are important commodities consumed in our
manufacturing processes and in the transportation of input
materials and finished products to customers. The prices we
pay for materials and other commodities are subject to
fluctuation. When prices for these items change, we may or
may not pass the change to our customers. The Company
purchases a substantial variety of other raw and packaging
materials, none of which are material to our business taken
as a whole.

Trademarks and Patents. We own or have licenses under
patents and registered trademarks, which are used in
connection with our activity in all businesses. Some of these
patents or licenses cover significant product formulation and
processes used to manufacture our products. The trademarks
are important to the overall marketing and branding of our
products. All major trademarks in each business are
registered. In part, our success can be attributed to the
existence and continued protection of these trademarks,
patents and licenses.

Competitive Condition. The markets in which our products
are sold are highly competitive. Our products compete
against similar products of many large and small companies,
including well-known global 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. We are well positioned in

2 The Procter & Gamble Company

the industry segments and markets in which we operate,
often holding a leadership or significant market share
position.
We support our products with advertising,
promotions and other marketing vehicles to build awareness
and trial of our brands and products in conjunction with our
sales force. We believe this combination provides the most
efficient method of marketing for these types of products.
Product quality, performance, value and packaging are also
important differentiating factors.

for

Environmental

Expenditures
Compliance.
Expenditures for compliance with federal, state and local
environmental laws and regulations are fairly consistent
from year to year and are not material to the Company. No
material change is expected in fiscal year 2021.

Employees. As of June 30, 2020, the Company had
approximately 99,000 employees, an increase of two percent
versus the prior year due to business growth and in-sourcing
of certain media planning and other services. The total
number of employees is an estimate of total Company
interns, co-ops, contractors and
employees excluding
employees of joint ventures. The number of employees
includes manufacturing and non-manufacturing employees.

Item 1A. Risk Factors.

We discuss our expectations regarding future performance,
events and outcomes, such as our business outlook and
objectives in this Form 10-K, as well as in our quarterly and
annual reports, current reports on Form 8-K, press releases
and other written and oral communications. All statements,
except for historical and present factual information, are
“forward-looking statements” and are based on financial data
and business plans available only as of the time the
statements are made, which may become outdated or
incomplete. We assume no obligation to update any
forward-looking statements as a result of new information,
future events or other factors, except to the extent required
inherently
Forward-looking statements are
by
uncertain, and investors must recognize that events could
significantly differ from our expectations.

law.

financial
This

future
information should be

The following discussion of “risk factors”
identifies
significant factors that may adversely affect our business,
financial
operations,
position
performance.
in
read
conjunction with Management's Discussion and Analysis
and the Consolidated Financial Statements and related Notes
incorporated in this report. The following discussion of risks
is not all inclusive, but is designed to highlight what we
believe are important factors to consider when evaluating our
expectations. These and other factors could cause our future
results to differ from those in the forward-looking statements
and from historical trends, perhaps materially.
Our business is subject to numerous risks as a result of
in
our having
international markets,
foreign currency
fluctuations, currency exchange or pricing controls and
localized volatility.

significant operations and
including

sales

We are a global company, with operations in approximately
70 countries and products sold in more than 180 countries

and territories around the world. We hold assets, incur
liabilities, generate sales and pay expenses in a variety of
currencies other than the U.S. dollar, and our operations
outside the U.S. generate more than fifty percent of our
annual net sales. Fluctuations in exchange rates for foreign
currencies have and could continue to reduce the U.S. dollar
value of sales, earnings and cash flows we receive from non-
U.S. markets, increase our supply costs (as measured in U.S.
dollars)
impact our
those markets, negatively
competitiveness in those markets or otherwise adversely
impact our business
financial condition.
results or
Moreover, discriminatory or conflicting fiscal or trade
policies in different countries, including changes to tariffs
and existing trade policies and agreements, could adversely
affect our results. See also the Results of Operations and
Cash Flow, Financial Condition and Liquidity sections of the
MD&A, and the Consolidated Financial Statements and
related Notes.

We also have businesses and maintain local currency cash
balances in a number of countries with currency exchange,
import authorization, pricing or other controls or restrictions,
such as Nigeria, Algeria, Argentina, Egypt and Turkey. Our
results of operations, financial condition and cash flows
could be adversely impacted if we are unable to successfully
manage such controls and restrictions, continue existing
business operations and repatriate earnings from overseas, or
if new or increased tariffs, quotas, exchange or price
controls, trade barriers or similar restrictions are imposed on
our business.

Additionally, our business, operations or employees have
been and could continue to be adversely affected by political
volatility, labor market disruptions or other crises or
vulnerabilities in individual countries or regions, including
political instability or upheaval, broad economic instability
or sovereign risk related to a default by or deterioration in
the creditworthiness of local governments, particularly in
emerging markets.
Uncertain economic conditions may adversely impact
demand for our products or cause our customers and
other business partners to suffer financial hardship,
which could adversely impact our business.

Our business could be negatively impacted by reduced
demand for our products related to one or more significant
local, regional or global economic disruptions. These
disruptions have included and may in the future include: a
slow-down or recession in the general economy; reduced
market growth rates; tighter credit markets for our suppliers,
vendors or customers; a significant shift in government
policies; the deterioration of economic relations between
countries or regions, including potential negative consumer
sentiment toward non-local products or sources; or the
inability to conduct day-to-day transactions through our
financial intermediaries to pay funds to or collect funds from
our customers, vendors and suppliers. Additionally, these
and other economic conditions may cause our suppliers,
distributors, contractors or other third-party partners to suffer
they cannot
financial or operational difficulties
overcome, resulting in their inability to provide us with the

that

materials and services we need, in which case our business
and results of operations could be adversely affected.
Customers may also suffer financial hardships due to
economic conditions such that their accounts become
uncollectible or are subject to longer collection cycles. In
addition, if we are unable to generate sufficient sales, income
and cash flow, it could affect the Company’s ability to
achieve expected share repurchase and dividend payments.
Disruptions in credit markets or changes to our credit
ratings may reduce our access to credit.

A disruption in the credit markets or a downgrade of our
current credit rating could increase our future borrowing
costs and impair our ability to access capital and credit
markets on terms commercially acceptable to us, which
could adversely affect our liquidity and capital resources or
significantly increase our cost of capital.
Our business results depend on our ability to manage
disruptions in our global supply chain.

Our ability to meet our customers’ needs and achieve cost
targets depends on our ability to maintain key manufacturing
and supply arrangements, including execution of supply
chain optimizations and certain sole supplier or sole
manufacturing plant arrangements. The loss or disruption of
such manufacturing and supply arrangements, including for
issues such as labor disputes, loss or impairment of key
manufacturing sites, discontinuity in our internal information
and data systems, inability to procure sufficient raw or input
trade policy, natural
materials, significant changes
disasters, increasing severity or frequency of extreme
weather events due to climate change or otherwise, acts of
war or terrorism, disease outbreaks or other external factors
over which we have no control, have interrupted product
supply and, if not effectively managed and remedied, could
have an adverse impact on our business, financial condition,
results of operations or cash flows.
Our businesses face cost fluctuations and pressures that
could affect our business results.

Our costs are subject to fluctuations, particularly due to
changes in the prices of commodities and raw materials and
the costs of labor, transportation, energy, pension and
healthcare. Therefore, our business results depend, in part,
on our continued ability to manage these fluctuations
through pricing actions, cost saving projects and sourcing
decisions, while maintaining and improving margins and
market share. Failure to manage these fluctuations could
adversely impact our results of operations or cash flows.
Our ability to meet our growth targets depends on
successful product, marketing and operations innovation
and successful responses to competitive innovation and
changing consumer habits.

We are a consumer products company that relies on
continued global demand for our brands and products.
Achieving our business results depends,
in part, on
successfully developing, introducing and marketing new
products and on making significant improvements to our
equipment and manufacturing processes. The success of
such innovation depends on our ability to correctly anticipate

The Procter & Gamble Company 3

customer and consumer acceptance and trends, to obtain,
maintain and enforce necessary
intellectual property
protections and to avoid infringing upon the intellectual
property rights of others. We must also successfully respond
to technological advances made by, and intellectual property
rights granted to, competitors. Failure to continually
innovate, improve and respond to competitive moves and
compromise our
changing
competitive position and adversely impact our financial
condition, results of operations or cash flows.
The ability to achieve our business objectives depends on
how well we can compete with our local and global
competitors in new and existing markets and channels.

consumer habits

could

ongoing

pressures

The consumer products industry is highly competitive.
Across all of our categories, we compete against a wide
variety of global and local competitors. As a result, we
experience
the
competitive
environments in which we operate, which may result in
challenges in maintaining profit margins. To address these
challenges, we must be able to successfully respond to
competitive factors and emerging retail trends, including
pricing, promotional incentives, product delivery windows
and trade terms. In addition, evolving sales channels and
business models may affect customer and consumer
preferences as well as market dynamics, which, for example,
may be seen in the growing consumer preference for
shopping online, ease of competitive entry into certain
categories, and growth in hard discounter channels. Failure
to successfully respond to competitive factors and emerging
retail trends, and effectively compete in growing sales
channels and business models, particularly e-commerce and
mobile commerce applications, could negatively impact our
results of operations or cash flows.
A significant change in customer relationships or in
customer demand for our products could have a
significant impact on our business.

We sell most of our products via retail customers, which
include mass merchandisers, e-commerce, grocery stores,
membership club stores, drug stores, department stores,
distributors, wholesalers, baby stores, specialty beauty stores
(including airport duty-free stores), high-frequency stores,
pharmacies, electronics stores and professional channels.
Our success depends on our ability to successfully manage
relationships with our retail trade customers, which includes
our ability to offer trade terms that are mutually acceptable
and are aligned with our pricing and profitability targets.
Continued concentration among our retail customers could
create significant cost and margin pressure on our business,
and our business performance could suffer if we cannot
reach agreement with a key customer on trade terms and
principles. Our business could also be negatively impacted
if a key customer were to significantly reduce the inventory
level of or shelf space allocated to our products as a result of
increased offerings of other branded manufacturers, private
label brands and generic non-branded products or for other
reasons, significantly tighten product delivery windows or
experience a significant business disruption.

4 The Procter & Gamble Company

If the reputation of the Company or one or more of our
brands erodes significantly, it could have a material
impact on our financial results.

the

and

certain

ingredients

perceptions

foundation of our

The Company's reputation, and the reputation of our brands,
form
relationships with key
stakeholders and other constituencies, including consumers,
customers and suppliers. The quality and safety of our
products are critical to our business. Many of our brands
have worldwide recognition and our financial success
directly depends on the success of our brands. The success
of our brands can suffer if our marketing plans or product
initiatives do not have the desired impact on a brand's image
or its ability to attract consumers. Our results of operations
or cash flows could also be negatively impacted if one of our
brands suffers substantial harm to its reputation due to a
significant product recall, product-related litigation, defects
or impurities in our products, product misuse, changing
consumer
or
of
environmental impacts, allegations of product tampering or
counterfeit products.
sale of
the distribution
Additionally, negative or inaccurate postings or comments
on social media or networking websites about the Company
or one of its brands could generate adverse publicity that
could damage the reputation of our brands or the Company.
If we are unable to effectively manage real or perceived
issues, including concerns about safety, quality, ingredients,
efficacy, environmental
similar matters,
sentiments toward the Company or our products could be
negatively impacted, and our results of operations or cash
flows could suffer. Our Company also devotes time and
resources to citizenship efforts that are consistent with our
corporate values and are designed to strengthen our business
and protect and preserve our reputation, including programs
driving
strong
corporate
communities, diversity and inclusion, gender equality and
environmental sustainability. If these programs are not
executed as planned or suffer negative publicity, the
Company's reputation and results of operations or cash flows
could be adversely impacted.
We rely on third parties in many aspects of our business,
which creates additional risk.

responsibility,

impacts or

ethics

and

Due to the scale and scope of our business, we must rely on
relationships with third parties, including our suppliers,
contract manufacturers, distributors, contractors, commercial
banks, joint venture partners and external business partners,
for certain functions. If we are unable to effectively manage
our third-party relationships and the agreements under which
our third-party partners operate, our results of operations and
cash flows could be adversely impacted. Further, failure of
these third parties to meet their obligations to the Company
or substantial disruptions in the relationships between the
Company and these third parties could adversely impact our
operations and financial results. Additionally, while we
have policies and procedures
these
relationships, they inherently involve a lesser degree of
control over business operations, governance
and
compliance, thereby potentially increasing our financial,
legal, reputational and operational risk.

for managing

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

information and operational
We rely extensively on
technology ("IT/OT") systems, networks and services,
including internet and intranet sites, data hosting and
processing facilities and technologies, physical security
technical
systems and other hardware, software and
applications and platforms, many of which are managed,
hosted, provided and/or used by third parties or their
vendors, to assist in conducting our business. The various
uses of these IT/OT systems, networks and services include,
but are not limited to:

•

ordering and managing materials from suppliers;

converting materials to finished products;

shipping products to customers;

• marketing and selling products to consumers;

•

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

summarizing and reporting results of operations,
including financial reporting;

• managing our banking and other cash liquidity systems

and platforms;

•

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

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

complying with regulatory, legal and tax requirements;

providing data security; and

handling other processes necessary to manage our
business.

information security

Numerous and evolving
threats,
including advanced persistent cybersecurity threats, pose a
risk to the security of our services, systems, networks and
supply chain, as well as to the confidentiality, availability
and integrity of our data and of our critical business
operations. In addition, because the techniques, tools and
tactics used in cyber-attacks frequently change and may be
difficult to detect for periods of time, we may face
difficulties
implementing adequate
preventative measures or fully mitigating harms after such an
attack.

in anticipating and

Our IT/OT databases and systems and our third-party
providers’ databases and systems have been, and will likely
continue to be, subject to advanced computer viruses or
other malicious codes, ransomware, unauthorized access
attempts, denial of service attacks, phishing, social
engineering, hacking and other cyber-attacks. Such attacks
may originate from outside parties, hackers, criminal
organizations or other threat actors, including nation states.
In addition, insider actors-malicious or otherwise-could
cause technical disruptions and/or confidential data leakage.
We cannot guarantee that our security efforts or the security
efforts of our third-party providers will prevent material
breaches, operational incidents or other breakdowns to our or
our third-party providers’ IT/OT databases or systems.

If the IT/OT systems, networks or service providers we rely
upon fail to function properly or cause operational outages or
aberrations, or if we or one of our third-party providers
suffer significant unavailability of key operations, or
inadvertent disclosure of, lack of integrity of, or loss of our
sensitive business or stakeholder information, due to any
number of causes, ranging from catastrophic events or power
outages to improper data handling, security incidents or
employee error or malfeasance, and our business continuity
plans do not effectively address these failures on a timely
basis, we may be exposed to reputational, competitive,
operational, financial and business harm as well as litigation
and regulatory action. Periodically, we also upgrade our IT/
OT systems or adopt new technologies. If such a new system
or technology does not function properly or otherwise
exposes us to increased cybersecurity breaches and failures,
it could affect our ability to order materials, make and ship
orders, and process payments in addition to other operational
and information integrity and loss issues. The costs and
operational consequences of responding to the above items
and implementing remediation measures could be significant
and could adversely impact our results of operations and
cash flows.
Changing political conditions could adversely impact our
business and financial results.

Changes in the political conditions in markets in which we
manufacture, sell or distribute our products may be difficult
to predict and may adversely affect our business and
financial results. For example, the United Kingdom’s
withdrawal from the European Union ("Brexit") has created
uncertainty regarding, among other things, the U.K.'s future
legal and economic framework and how the U.K. will
interact with other countries, including with respect to the
free movement of goods, services, capital and people. In
addition, results of elections, referendums or other political
processes in certain markets in which our products are
manufactured, sold or distributed could create uncertainty
regarding how existing governmental policies, laws and
regulations may change, including with respect to sanctions,
taxes, tariffs, import and export controls and the general
movement of goods, services, capital and people between
countries and other matters. The potential implications of
such uncertainty, which include, among others, exchange
rate fluctuations, new or increased tariffs, trade barriers and

The Procter & Gamble Company 5

market contraction, could adversely affect the Company’s
results of operations and cash flows.
We must successfully manage compliance with laws and
regulations, as well as manage new and pending legal and
regulatory matters in the U.S. and abroad.

for

the Company,

antitrust, data protection,

Our business is subject to a wide variety of laws and
regulations across the countries in which we do business,
including those laws and regulations involving intellectual
property, product
liability, product composition or
formulation, packaging content or end-of-life responsibility,
marketing,
environmental
(including increasing focus on the climate, water, and waste
impacts of consumer packaged goods companies' operations
and products), employment, anti-bribery, anti-corruption,
tax, accounting and financial reporting or other matters.
Rapidly changing laws, regulations, policies and related
interpretations, as well as increased enforcement actions,
create challenges
including our
compliance and ethics programs, may alter the environment
in which we do business and may increase the ongoing costs
of compliance, which could adversely impact our results of
operations and cash flows. If we are unable to continue to
meet these challenges and comply with all laws, regulations,
policies and related interpretations, it could negatively
impact our reputation and our business results. Failure to
successfully manage regulatory and legal matters and resolve
such matters without significant liability or damage to our
reputation may materially adversely impact our financial
condition,
flows.
Furthermore, if pending legal or regulatory matters result in
fines or costs in excess of the amounts accrued to date, that
may also materially impact our results of operations and
financial position.
Changes in applicable tax regulations and resolutions of
tax disputes could negatively affect our financial results.

results of operations

cash

and

The Company is subject to taxation in the U.S. and
numerous foreign jurisdictions. Changes in the various tax
laws can and do occur. For example, the U.S. government
enacted comprehensive tax legislation commonly referred to
as the Tax Cuts and Jobs Act (the “U.S. Tax Act”). The
changes included in the U.S. Tax Act are broad and
complex. The ongoing impacts of the U.S. Tax Act may
differ from the estimates provided elsewhere in the reports
we file with the Securities and Exchange Commission,
possibly materially, due to, among other things, changes in
interpretations, any regulatory guidance or legislative action
to address questions that arise or any updates or changes to
estimates the Company has used to calculate the impacts.

Additionally, longstanding international tax norms that
determine each country’s jurisdiction to tax cross-border
international trade are subject to potential evolution. An
outgrowth of the original Base Erosion and Profit Shifting
(“BEPS") project is a project undertaken by the more than
130 member countries of the expanded OECD Inclusive
Framework focused on "Addressing the Challenges of the
Digitalization of the Economy." The breadth of this project
extends beyond pure digital businesses and is likely to

6 The Procter & Gamble Company

impact all multinational businesses by potentially redefining
jurisdictional taxation rights. As this and other tax laws and
related regulations change or evolve, our financial condition,
results of operations and cash flows could be materially
impacted. Given the unpredictability of these possible
changes, it is very difficult to assess whether the overall
effect of such potential tax changes would be cumulatively
positive or negative, but such changes could adversely
impact our results of operations and cash flows.

Furthermore, we are subject to regular review and audit by
both foreign and domestic tax authorities. While we believe
our tax positions will be sustained, the final outcome of tax
audits and related litigation, including maintaining our
intended tax treatment of divestiture transactions such as the
fiscal 2017 Beauty Brands transaction with Coty, may differ
in our
materially
Consolidated Financial Statements, which could adversely
impact our results of operations and cash flows.
We must successfully manage ongoing acquisition, joint
venture and divestiture activities.

tax amounts

recorded

from

the

As a company that manages a portfolio of consumer brands,
our ongoing business model includes a certain level of
acquisition, joint venture and divestiture activities. We must
be able to successfully manage the impacts of these
activities, while at the same time delivering against our
business objectives. Specifically, our financial results have
been, and in the future could be, adversely impacted by the
dilutive impacts from the loss of earnings associated with
divested brands or dissolution of joint ventures. Our results
of operations and cash flows have been and, in the future
could also be, impacted by acquisitions or joint venture
activities, if: 1) changes in the cash flows or other market-
based assumptions cause the value of acquired assets to fall
below book value, or 2) we are not able to deliver the
expected cost and growth synergies associated with such
acquisitions and joint ventures, including as a result of
integration and collaboration challenges, which could also
result in an impairment of goodwill and intangible assets.
Our business results depend on our ability to successfully
improvements and ongoing
manage productivity
organizational change, including attracting and retaining
key talent as part of our overall succession planning.

assume

financial projections

Our
certain ongoing
productivity improvements and cost savings, including
staffing adjustments as well as employee departures. Failure
to deliver these planned productivity improvements and cost
savings, while continuing to invest in business growth, could
adversely impact our results of operations and cash flows.
Additionally, successfully executing organizational change,
management transitions at leadership levels of the Company
and motivation and retention of key employees, is critical to
our business success. Factors that may affect our ability to
attract and retain sufficient numbers of qualified employees
include employee morale, our reputation, competition from
other employers and availability of qualified individuals.
Our success depends on
identifying, developing and
retaining key employees to provide uninterrupted leadership

and direction for our business. This includes developing and
retaining organizational capabilities in key growth markets
where the depth of skilled or experienced employees may be
limited and competition for these resources is intense, as
well as continuing the development and execution of robust
leadership succession plans.
We must successfully manage the demand, supply, and
operational challenges associated with the actual or
perceived effects of a disease outbreak,
including
epidemics, pandemics, or similar widespread public
health concerns.

Our business may be negatively impacted by the fear of
exposure to or actual effects of a disease outbreak, epidemic,
pandemic, or similar widespread public health concern, such
as travel restrictions or recommendations or mandates from
governmental authorities to avoid large gatherings or to self-
quarantine as a result of the novel coronavirus (COVID-19)
pandemic. These impacts include, but are not limited to:

•

Significant reductions in demand or significant volatility
in demand for one or more of our products, which may
be caused by, among other things: the temporary
inability of consumers to purchase our products due to
illness, quarantine or other
travel restrictions, or
financial hardship, shifts in demand away from one or
more of our more discretionary or higher priced
products to lower priced products, or stockpiling or
similar pantry-loading activity. If prolonged, such
impacts can further increase the difficulty of business or
operations planning and may adversely impact our
results of operations and cash flows;

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

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

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

sufficiently

from

The Procter & Gamble Company 7

could adversely impact our results of operations and
cash flows.

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

Item 1B. Unresolved Staff Comments.

None.

Item 2. Properties.

In the U.S., we own and operate 23 manufacturing sites
located in 17 different states. In addition, we own and
operate 84 manufacturing sites in 37 other countries. Many
of the domestic and international sites manufacture products
for multiple businesses. Beauty products are manufactured
at 24 of these locations; Grooming products at 19; Health
Care products at 21; Fabric & Home Care products at 38;
and Baby, Feminine & Family Care at 36. We own our
Corporate headquarters in Cincinnati, Ohio. We own or lease
our principal regional general offices
in Switzerland,
Panama, Singapore, China and Dubai. We own or lease our
principal regional shared service centers in Costa Rica, the
United Kingdom and the Philippines. Management believes
that the Company's sites are adequate to support the business
and that the properties and equipment have been well
maintained.

Item 3. Legal Proceedings.

The Company is subject, from time to time, to certain legal
proceedings and claims arising out of our business, which
cover a wide range of matters, including antitrust and trade
regulation,
contracts,
environmental issues, patent and trademark matters, labor
and employment matters and tax. See Note 13 to our
Consolidated Financial Statements for information on certain
legal proceedings for which there are contingencies.

advertising,

liability,

product

This item should be read in conjunction with the Company's
Risk Factors in Part I, Item 1A for additional information.

Item 4. Mine Safety Disclosure.

Not applicable.

8 The Procter & Gamble Company

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

The names, ages and positions held by the Executive Officers of the Company on August 6, 2020, are:

Name

Position

Age

First Elected to
Officer Position

David S. Taylor

Jon R. Moeller

Chairman of the Board, President and Chief Executive
Officer

Vice Chairman, Chief Operating Officer and Chief
Financial Officer

Steven D. Bishop

Chief Executive Officer - Health Care

Gary A. Coombe

Chief Executive Officer - Grooming

Mary Lynn Ferguson-McHugh

Chief Executive Officer - Family Care and P&G Ventures

Ma. Fatima D. Francisco

Chief Executive Officer - Baby and Feminine Care

Shailesh Jejurikar

Chief Executive Officer - Fabric and Home Care

R. Alexandra Keith

Chief Executive Officer - Beauty

Carolyn M. Tastad

Group President - North America and Chief Sales Officer

M. Tracey Grabowski

Chief Human Resources Officer

Kathleen B. Fish

Chief Research, Development and Innovation Officer

Deborah P. Majoras

Chief Legal Officer and Secretary

Marc S. Pritchard

Chief Brand Officer

Valarie L. Sheppard

Controller and Treasurer and Group Vice President -
Company Transition Leader

2013a

2009b

2016c

2014d

2016e

2018f

2018g

2017h

2014i

2018j

2014

2010

2008

2005

All the Executive Officers named above have been employed by the Company for more than the past five years.
aMr. Taylor previously served as Group President - Global Beauty, Grooming & Health Care (February - October 2015).
bMr. Moeller previously served as Vice Chairman and Chief Financial Officer (2017 - 2019) and as Chief Financial Officer (2009 - 2017).
cMr. Bishop previously served as Group President - Global Oral Care (January - October 2015).
dMr. Coombe previously served as President - Europe Selling & Market Operations (November 2014 - February 2018).
eMs. Ferguson-McHugh previously served as Group President - Global Family Care (2014-2015).
fMs. Francisco previously served as President - Global Feminine Care (November 2015 - August 2018) and as Vice President - Brand Franchise Leader,
Feminine Care (January - October 2015).
gMr. Jejurikar previously served as President - Global Fabric Care and Brand-Building Officer Global Fabric & Home Care (November 2015 - July 2018) and
as President - Fabric Care, North America; Brand-Building Officer Fabric & Home Care New Business Creation (November 2014 - October 2015).
hMs. Keith previously served as President - Global Skin & Personal Care (November 2014 - June 2017).
iMs. Tastad previously served as Group President - North America Selling & Market Operations (January 2015 - May 2019).
jMs. Grabowski previously served as Vice President - Human Resources, North America Selling and Market Operations (April 2015 - July 2018).

The Procter & Gamble Company 9

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

ISSUER PURCHASES OF EQUITY SECURITIES

PART II

Period

4/1/2020 - 4/30/2020

5/1/2020 - 5/31/2020

6/1/2020 - 6/30/2020

Total

Total Number of
Shares Purchased

Average Price
Paid per Share

n/a

Total Number of
Shares Purchased as
Part of Publicly
Announced Plans or
Programs (1)

Approximate Dollar Value of
Shares that May Yet Be
Purchased Under Our Share
Repurchase Program
(1)

(1)

(1) On April 17, 2020, the Company stated that in fiscal year 2020 the Company expected to reduce outstanding shares through direct share
repurchases at a value of $7 to $8 billion, notwithstanding any purchases under the Company's compensation and benefit plans. The
share repurchases were authorized pursuant to a resolution issued by the Company's Board of Directors and were financed through a
combination of operating cash flows and issuance of long-term and short-term debt. The total value of the shares purchased under the
share repurchase plan was $7.4 billion. The share repurchase plan ended on June 30, 2020.

Additional information required by this item can be found in Part III, Item 12 of this Form 10-K.
SHAREHOLDER RETURN PERFORMANCE GRAPHS

Market and Dividend Information

P&G has been paying a dividend for 130 consecutive years since its original incorporation in 1890 and has increased its
dividend for 64 consecutive years. Nevertheless, as in the past, further dividends will be considered after reviewing dividend
yields, profitability and cash flow expectations and financing needs and will be declared at the discretion of the Company's
Board of Directors.

(in dollars; split-adjusted)

Dividends per share

1956

1970

1980

1990

2000

2010

2020

0.01

0.04

0.11

0.22

0.64

1.80

3.03

10 The Procter & Gamble Company

Common Stock Information

P&G trades on the New York Stock Exchange under the stock symbol PG. As of June 30, 2020, there were approximately 4
million common stock shareowners, including shareowners of record, participants in P&G stock ownership plans and beneficial
owners with accounts at banks and brokerage firms.
Shareholder Return

The following graph compares the cumulative total return of P&G’s common stock for the five-year period ended June 30,
2020, against the cumulative total return of the S&P 500 Stock Index (broad market comparison) and the S&P 500 Consumer
Staples Index (line of business comparison). The graph and table assume $100 was invested on June 30, 2015, and that all
dividends were reinvested.

Company Name/Index

P&G
S&P 500 Stock Index

S&P 500 Consumer Staples Index

Cumulative Value of $100 Investment, through June 30

2015

2016

2017

2018

2019

2020

100 $
100

100

112 $
104

119

119 $
123

122

110 $
140

117

160 $
155

137

179
166

142

The Procter & Gamble Company 11

Item 6. Selected Financial Data.

The information required by this item is incorporated by reference to Note 1 and Note 2 to our Consolidated Financial
Statements. For further details behind the business drivers for recent results presented below, see the Management's Discussion
and Analysis.
Financial Summary (Unaudited)

Amounts in millions, except per share amounts

2020

2019

2018

2017

2016

Net sales

Gross profit

Operating income

Net earnings from continuing operations

Net earnings from discontinued operations

Net earnings attributable to Procter & Gamble

Net earnings margin from continuing operations
Basic net earnings per common share: (1)
Earnings from continuing operations

Earnings from discontinued operations

Basic net earnings per common share
Diluted net earnings per common share: (1)
Earnings from continuing operations

Earnings from discontinued operations

Diluted net earnings per common share

Dividends per common share

Research and development expense

Advertising expense

Total assets

Capital expenditures

Long-term debt

$ 70,950

$ 67,684

$ 66,832

$ 65,058

$ 65,299

35,700

32,916

32,400

32,420

32,275

15,706

13,103

—

13,027

18.5 %

5,487

13,363

13,766

13,258

3,966

—

3,897

5.9 %

9,861

10,194

10,027

—

5,217

577

9,750

15,326

10,508

14.8 %

15.7 %

15.4 %

5.13

1.45

3.75

—

5.13

1.45

3.75

4.96

1.43

3.67

—

4.96

3.03

—

1.43

2.90

—

3.67

2.79

3.79

2.01

5.80

3.69

1.90

5.59

2.70

3.59

0.21

3.80

3.49

0.20

3.69

2.66

$ 1,834

$ 1,861

$ 1,908

$ 1,874

$ 1,879

7,326

6,751

7,103

7,118

7,243

120,700

115,095

118,310

120,406

127,136

3,073

3,347

3,717

3,384

3,314

23,537

20,395

20,863

18,038

18,945

Shareholders' equity
(1) Basic net earnings per common share and Diluted net earnings per common share are calculated based on Net earnings attributable to

$ 52,883

$ 47,579

$ 57,983

$ 55,778

$ 46,878

Procter & Gamble.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.
Management's Discussion and Analysis

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 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
to successfully manage global financial risks,
ability

12 The Procter & Gamble Company

responding

successfully

including by

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,
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
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

to successfully manage

regulatory 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).
A detailed
discussion of risks and uncertainties that could cause actual
results and events to differ materially from those projected
herein,
titled "Economic
Conditions and Uncertainties" and the section titled "Risk
Factors" (Part I, Item 1A) of this Form 10-K.

the section

included

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,
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 2020 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 and net earnings. 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, transitional tax payments related
to the U.S. Tax Act and tax payments related to the Merck
OTC consumer healthcare acquisition. Adjusted free cash
flow productivity is the ratio of adjusted free cash flow to net
earnings. 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 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 and 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

ORGANIZATIONAL STRUCTURE

The Procter & Gamble Company 13

e-commerce,

our consumers around the world. Our products are sold in
more than 180 countries and territories primarily through
mass merchandisers,
stores,
membership club stores, drug stores, department stores,
distributors, wholesalers, baby stores, specialty beauty stores
(including airport duty-free stores), high-frequency stores,
pharmacies, electronics stores and professional channels. We
also sell direct to consumers. We have on-the-ground
operations in approximately 70 countries.

grocery

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.

In fiscal 2020, our organizational structure was comprised of Sector Business Units (SBUs), Enterprise Markets (EMs),
Corporate Functions (CF) and Global Business Services (GBS).
Sector Business Units

Our SBUs are organized into ten product categories. Under U.S. GAAP, the SBUs underlying the ten product categories are
aggregated into five reportable segments: Beauty; Grooming; Health Care; Fabric & Home Care; and Baby, Feminine &
Family Care. The SBUs are responsible for developing overall brand strategy, new product upgrades and innovations and
marketing plans. The following provides additional detail on our reportable segments and the ten product categories and brand
composition within each segment.

Reportable Segments

% of
Net Sales (1)

% of Net
Earnings (1)

Beauty

19%

21%

Grooming

10%

Product Categories (Sub-Categories)

Hair Care (Conditioner, Shampoo, Styling Aids,
Treatments)
Skin and Personal Care (Antiperspirant and
Deodorant, Personal Cleansing, Skin Care)
Grooming (2) (Shave Care - Female Blades & Razors,
Male Blades & Razors, Pre- and Post-Shave
Products, Other Shave Care; Appliances)

Major Brands
Head & Shoulders, Herbal
Essences, Pantene, Rejoice
Olay, Old Spice, Safeguard,
Secret, SK-II

Braun, Gillette, Venus

Health Care

13%

12%

Fabric & Home
Care

33%

31%

Baby, Feminine
& Family Care

26%

Crest, Oral-B

Oral Care (Toothbrushes, Toothpaste, Other Oral
Care)
Personal Health Care (Gastrointestinal, Rapid
Diagnostics, Respiratory,
Vitamins/Minerals/Supplements, Pain Relief, Other
Personal Health Care)
Fabric Care (Fabric Enhancers, Laundry Additives,
Laundry Detergents)
Home Care (Air Care, Dish Care, P&G Professional,
Surface Care)
Baby Care (Baby Wipes, Taped Diapers and Pants)
Feminine Care (Adult Incontinence, Feminine Care) Always, Always Discreet,

Cascade, Dawn, Fairy,
Febreze, Mr. Clean, Swiffer
Luvs, Pampers

Metamucil, Neurobion,
Pepto-Bismol, Vicks

Ariel, Downy, Gain, Tide

Family Care (Paper Towels, Tissues, Toilet Paper)

Tampax
Bounty, Charmin, Puffs

Percent of Net sales and Net earnings from continuing operations for the year ended June 30, 2020 (excluding results held in Corporate).

(1)
(2) The Grooming product category is comprised of the Shave Care and Appliances operating segments.

14 The Procter & Gamble Company

Recent Developments:

During fiscal 2019, the Company completed the acquisition
of the over-the-counter (OTC) healthcare business of Merck
KGaA (Merck OTC) for $3.7 billion (based on exchange
rates at the time of closing). This business primarily sells
OTC consumer healthcare products, mainly in markets in
Europe, Latin America and Asia. Total sales for the business
during Merck OTC's fiscal year ended December 31, 2017
were approximately $1 billion. Refer to Note 14 to our
Consolidated Financial Statements for more details on this
transaction.

During fiscal 2019, the Company also dissolved our PGT
Healthcare partnership, a venture between the Company and
Teva Pharmaceutical Industries, Ltd (Teva) in the OTC
consumer healthcare business. Pursuant to the agreement,
PGT product assets were returned to the original respective
parent
independent OTC
businesses. This transaction was accounted for as a sale of
the Teva portion of the PGT business. The Company
recorded an after-tax gain on the sale of $353 million.
Organization Design Changes:

companies

reestablish

The Company implemented changes to our organization
design effective July 1, 2019. In the new design, the ten
product categories were organized into six SBUs. The SBUs
are responsible for global brand strategy, innovation 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
responsible for innovation plans, supply plans and operating
frameworks to drive growth and value creation in the
remaining markets (referred to as Enterprise Markets). For
segment reporting purposes, the product categories continue
to be aggregated into the same five external reporting
segments. 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).

Beauty: We are a global market leader in the beauty
category. Most of the beauty markets in which we compete
are highly fragmented with a large number of global and
local competitors. We compete in skin and personal care
and in hair care. 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. We are the global
market leader in the retail hair care market with over 20%
global market share primarily behind our Pantene and
Head & Shoulders brands.

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
over 60%, primarily behind our Gillette and Venus brands.
Our appliances, such as electric shavers and epilators, are
sold under the Braun brand in a number of markets around
the world where we compete against both global and
regional competitors. We hold nearly 25% of the male

electric shavers market and over 50% 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 top ten
competitor in a large, highly fragmented industry, primarily
behind respiratory treatments (Vicks brand) and digestive
wellness products (Metamucil, Pepto Bismol and Align
brands). As discussed earlier, in fiscal 2019, we dissolved
the PGT Healthcare partnership with Teva, which previously
managed nearly all of our personal health care sales outside
the U.S., and reestablished an independent OTC business.
We also acquired Merck OTC as discussed above.

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 25% global market share, primarily behind
our Tide, Ariel and Downy brands. Our global home care
market share is approximately 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 the
global market leader and compete mainly in taped diapers,
pants and baby wipes with nearly 25% 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 the global market
leader in the feminine care category with 25% global market
share, primarily behind our Always and Tampax brands. We
also compete in the adult incontinence category in certain
markets behind Always Discreet, achieving nearly 10%
market share in most of 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 Charmin toilet paper brands. U.S. market shares
are over 40% for Bounty and over 25% for Charmin.
Enterprise Markets

As a result of the changes in our organization design
effective July 1, 2019, EMs are responsible for sales and
profit delivery in specific countries, supported by SBU
agreed innovation and supply chain plans, along with scaled
services
customer
management.
Corporate Functions

distribution

planning,

and

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

Global Business Services

GBS provides technology, processes and standard data tools
to enable the SBUs, the EMs and CF to better understand the
business and better serve consumers and customers. The
GBS organization is responsible for providing world-class
solutions at a low cost and with minimal capital investment.
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 has undertaken an effort to focus and
strengthen its business portfolio to compete in categories and
with brands that are structurally attractive and that play to
P&G's strengths. The ongoing 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
winning with consumers. The consumers who purchase and
use our products are at the center of everything we do. We
win with consumers by delivering superiority across the five
key elements of product, packaging, brand communication,
retail execution and value equation. Winning with
the world and against our best
consumers around
competitors requires innovation. Innovation has always
been, and continues to be, P&G’s lifeblood. Innovation
requires consumer insights and technology advancements
that lead to product improvements, improved marketing and
merchandising programs and game-changing inventions that
create new brands and categories.

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

SUMMARY OF 2020 RESULTS

Amounts in millions, except per share amounts
Net sales
Operating income
Net earnings

Net earnings attributable to Procter & Gamble

Diluted net earnings per common share

Core earnings per share

Cash flow from operating activities

The Procter & Gamble Company 15

objectives. Productivity improvement and sales growth
reinforce and fuel each other. Our objective is to drive
productivity improvement across all elements of cost,
including cost of goods sold, marketing and promotional
spending and non-manufacturing overhead. We plan to
reinvest productivity improvements and cost savings in
product and packaging improvements, brand awareness-
building advertising and trial-building sampling programs,
increased sales coverage and R&D programs as well as to
offset cost increases (including commodity and foreign
exchange impacts) and improve operating margins.

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

are

improving

operational

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

effectiveness

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 annual financial targets 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.

In periods with significant macroeconomic pressures, such
as the current COVID-19 pandemic, we intend to maintain a
disciplined approach to investing so as not to sacrifice the
long-term health of our businesses to meet short-term
objectives in any given year.

2020

2019

Change vs. Prior
Year

70,950 $
15,706
13,103

13,027

4.96

5.12

67,684
5,487
3,966

3,897

1.43

4.52

17,403

15,242

5 %
186 %
230 %

234 %

247 %

13 %

14 %

•

Net sales increased 5% to $71.0 billion on a 4% increase
in unit volume. Foreign exchange had a negative 2%
impact on net sales. Net sales growth was driven by a
double digit increase in Health Care, a high single digit
increase in Fabric & Home Care, a mid-single digit
increase in Beauty and a low single digit increase in
Baby, Feminine & Family Care. Grooming net sales

decreased low single digits. Organic sales increased 6%
on a 4% increase in organic volume. Organic sales
increased high single digits in Health Care and in Fabric
& Home Care, increased mid-single digits in Beauty and
in Baby, Feminine & Family Care and increased low
single digits in Grooming.

16 The Procter & Gamble Company

•

Operating income increased $10.2 billion, or 186%
versus year ago, due primarily to the $8.3 billion base
period non-cash impairment charges related to Shave
Care goodwill and Gillette indefinite-lived intangible
assets (Shave Care impairment). The remaining $1.9
billion increase was driven by the net sales increase and
an increase in operating margin.

Net earnings increased $9.1 billion or 230% versus year
ago, due to the aforementioned items and a reduction in
current year effective tax rates, partially offset by the
base period gain on the dissolution of the PGT
Healthcare partnership and other minor divestitures.
Foreign exchange
impacts negatively affected net
earnings by approximately $390 million.

Net earnings attributable to Procter & Gamble were
$13.0 billion, an increase of $9.1 billion or 234% versus
the prior year primarily due to the aforementioned items.

Diluted net earnings per share (EPS) increased 247% to
$4.96.

◦ Core EPS increased 13% to $5.12.

Cash flow from operating activities was $17.4 billion.

◦ Adjusted free cash flow was $14.9 billion.

◦ Adjusted free cash flow productivity was 114%.

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 macro-economic factors, U.S. and
foreign exchange
foreign government policies and
fluctuations. Current global economic conditions are highly
volatile due to the COVID-19 pandemic, resulting in both
market size contractions in certain countries due to economic
slowdowns and government restrictions on movement, as
well as market size increases in certain countries due to
pantry loading and increased consumption of household
cleaning and personal health and hygiene products by
consumers. Other macro-economic factors also remain
dynamic, and any causes of market size contraction, such as

reduced GDP in commodity-dependent economies, greater
political unrest or instability in the Middle East, Central &
Eastern Europe, certain Latin American markets, the Hong
Kong market in Greater China and the Korean peninsula and
economic uncertainty related to the United Kingdom's exit
from the European Union, could reduce our sales or erode
our operating margin, in either case reducing our net
earnings and cash flows.

to changes

Changes in Costs. Our costs are subject to fluctuations,
particularly due
in commodity prices,
transportation costs 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, and 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 due to the COVID-19 pandemic may
also impact our costs. If we are unable to manage these
impacts through pricing actions, cost savings projects and
through consistent
sourcing decisions, as well as
productivity improvements, it may adversely impact our
gross margin, operating margin, net earnings and cash flows.
Sales could also be adversely impacted following pricing
actions if there is a negative impact on consumption of our
products. We strive to implement, achieve and sustain cost
improvement plans, including outsourcing projects, supply
chain optimization and general overhead and workforce
optimization. As discussed later in the MD&A, in 2012 we
initiated overhead and supply chain cost improvement
projects. In fiscal 2017, we communicated specific elements
of an additional multi-year cost reduction program which is
resulting in targeted enrollment reductions and other savings.
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 four of the past five
years, including fiscal 2020, the U.S. dollar has strengthened
versus a number of foreign currencies, leading to lower sales
and earnings from these foreign exchange impacts. Certain
countries experiencing significant exchange rate fluctuations,
like Argentina, Brazil, Greater China, Turkey and the United
Kingdom have had, and could continue to have, a significant
impact on our sales, costs and net earnings. 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 consumption of our
products, which would affect our sales, gross margin,
operating margin, net earnings and cash flows.

to
jurisdictional

Government Policies. Our net earnings could be affected by
changes in U.S. or foreign government tax policies, for
example, the U.S. Tax Act, and the current work being led
by the OECD for the G20 focused on "Addressing the
Challenges of the Digitalization of the Economy." The
this project extends beyond pure digital
breadth of
impact all multinational
businesses and
likely
taxation rights.
businesses by redefining
Further, our sales, net earnings and cash flows may be
impacted by U.S. and foreign government policies to
manage the COVID-19 pandemic, such as movement
restrictions or site closures. Additionally, we attempt to
carefully manage our debt, currency and other exposures in
certain
import
authorization and pricing controls, such as Nigeria, Algeria,
Egypt, Argentina and Turkey. Further, our sales, net
earnings and cash flows could be affected by changes to
in North America and
international
elsewhere,
tariffs, both
increases of
currently effective and future potential changes. Changes in
government policies in these areas might cause an increase
or decrease in our sales, gross margin, operating margin, net
earnings and cash flows.
COVID-19 Pandemic disclosures

trade agreements

countries with

exchange,

including

currency

import

The Company’s priorities during the COVID-19 pandemic
are protecting the health and safety of our employees;
maximizing the availability of products that help consumers
with their health, hygiene and cleaning needs; and using our
employees’ talents and our resources to help society meet
and overcome the current challenges. Because the Company
sells products that are essential to the daily lives of
consumers, the COVID-19 pandemic has not had a material
net impact to our consolidated sales, net earnings and cash
flows in the current year. However, the pandemic has had
offsetting impacts during the period. For example, during
the second half of fiscal 2020 we experienced a significant
increase in demand and consumption of certain of our
product categories (health, hygiene and home cleaning
products) primarily in North America, caused in part by
changing consumer habits and pantry stocking, due to the
COVID-19 pandemic, contributing to increases in sales, net
earnings and cash flows. At the same time, we experienced a
decrease in sales due to the economic slowdown and
restricted consumer movements in certain regions, including
Europe, IMEA, Asia Pacific and Latin America, in certain
channels, including travel retail, professional and electronics
stores, and in certain of our beauty and grooming products.
While we experienced a decrease in sales in Greater China
during the third quarter of fiscal 2020, demand recovered in
the fourth quarter as restrictions on consumer movement
were relaxed. In the future, the pandemic may cause reduced
demand for our products if it results in a recessionary global
economic environment. Demand in certain of our Enterprise
Markets, including certain countries in Latin America, Asia
Pacific, and IMEA may be particularly susceptible to
recession. It could also lead to volatility in consumer access
to our products due to government actions impacting our
impacting
ability

to produce and ship products or

The Procter & Gamble Company 17

consumers’ movements and access to our products. We
believe that over the long term, there will continue to be
strong demand for categories
in which we operate,
particularly our products that deliver essential health,
hygiene and cleaning benefits. However, the timing and
extent of demand recovery in markets such as Greater China
and Japan, the resumption of international travel, the timing
and impact of potential consumer pantry destocking in
markets including North America and Europe, and product
demand volatility caused by future economic trends are
unclear. Accordingly, there may be heightened volatility in
sales, net earnings and cash flows during and subsequent to
the duration of the pandemic. Our retail customers are also
being impacted by the pandemic. Their success in addressing
the issues and maintaining their operations could impact
consumer access to, and as a result, sales of our products.

Our ability to continue to operate without any significant
negative impacts will in part depend on our ability to protect
our employees and our supply chain. The Company has
endeavored to follow actions recommended by governments
and health authorities to protect our employees world-wide,
with particular measures in place for those working in our
plants and distribution facilities. We have also worked
closely with local and national officials to keep our
manufacturing facilities open due to the essential nature of
the majority our products. We were able to broadly maintain
our operations in the current fiscal year, but we have
experienced some disruption in our supply chain in certain
Enterprise Markets due primarily to the restriction of
employee movements as well as increased transportation and
manufacturing costs. We intend to continue to work with
government authorities and implement our employee safety
to continue
measures
manufacturing and distributing our products during the
pandemic.
the
pandemic could result in an unforeseen disruption to our
supply chain (for example a closure of a key manufacturing
or distribution facility or the inability of a key material or
transportation supplier to source and transport materials) that
could impact our operations.

However, uncertainty resulting from

that we are able

to ensure

Because the pandemic has not had a material negative
impact on our operations or demand for our products and
resulting sales and net earnings, it has also not negatively
impacted the Company’s liquidity position. We continue to
generate operating cash flows to meet our short-term
liquidity needs, and we expect to maintain access to the
capital markets enabled by our strong short- and long-term
credit ratings. We have also not observed any material
impairments of our assets or a significant change in the fair
value of assets due to the COVID-19 pandemic.

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.

18 The Procter & Gamble Company

RESULTS OF OPERATIONS

included

The key metrics
the discussion of our
consolidated results of operations include net sales, gross
margin, selling, general and administrative costs (SG&A),
other non-operating items and income taxes. 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 currency impacts on
sales outside the U.S.

Most of our cost of products sold and SG&A are to some
extent variable in nature. 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

Operating Costs

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

Gross margin

Selling, general and administrative expense

Operating margin

Earnings before income taxes

Net earnings

Net earnings attributable to Procter & Gamble

for these costs due to our ability to leverage our organization
and systems' infrastructures to support business growth.

For a detailed discussion of the fiscal 2019 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,
2019.
Net Sales

Net sales increased 5% to $71.0 billion in fiscal 2020 on a
4% increase in unit volume versus the prior year. Volume
increased double digits in Health Care, increased mid-single
digits in Fabric & Home Care and increased low single digits
in Beauty and Baby, Feminine & Family Care. Volume
decreased low single digits in Grooming. Excluding the
impacts of acquisitions and divestitures, including the Merck
OTC acquisition, organic volume increased mid-single digits
in Health Care and increased high single digits in Fabric &
Home Care.

and

On a regional basis, volume increased high single digits in
North America and increased low single digits in Greater
China, Europe, Asia Pacific and Latin America driven by
innovation, market growth
increased demand,
particularly in household cleaning and personal health and
hygiene products in the second half of the fiscal year, driven
in part by increased consumption and pantry loading due to
the COVID-19 pandemic. Volume decreased low single
digits in IMEA as growth in the first half of the year was
more than offset by market contraction in the second half of
the fiscal year driven by economic slowdown resulting from
the COVID-19 pandemic. Unfavorable foreign exchange
reduced net sales by 2%. Increased pricing had a positive 1%
impact on net sales. Mix had a positive 1% impact on net
sales driven by the disproportionate organic growth of the
Personal Health Care and Home Care categories and the
North America region, all of which have higher than
company average selling prices. Organic sales grew 6% on a
4% increase in organic volume.

2020

2019

Basis Point
Change

50.3 %

28.2 %

22.1 %

22.3 %

18.5 %

18.4 %

48.6 %

28.2 %

8.1 %

9.0 %

5.9 %

5.8 %

170

—

1,400

1,330

1,260

Gross margin increased 170 basis points to 50.3% of net
sales in fiscal 2020. Gross margin benefited from:

•

150 basis points from total manufacturing cost
savings (130 basis points net of product and
packaging reinvestments),

•
•

90 basis points from lower commodity costs and
60 basis points of positive pricing impacts.
These were offset by a 70 basis-point decline from
unfavorable product mix (due to the disproportionate organic

growth of the Fabric & Home Care segment which has lower
than company average gross margin and mix within
segments due to the growth of lower margin product forms
and larger sizes in certain categories), a 20 basis-point
negative impact from unfavorable foreign exchange and 20
basis points of other impacts.

Total SG&A increased 5% to $20.0 billion, primarily due to
increases in marketing spending and, to a lesser extent,
increases in other net operating expenses and overhead costs.
SG&A as a percentage of net sales was unchanged at 28.2%.
An increase in marketing spending and other net operating
expenses as a percentage of net sales was offset by a
decrease in overhead costs as a percentage of net sales.

• Marketing spending as a percentage of net sales
increased 10 basis points due to investments in media
and other marketing spending, partially offset by the
positive scale impacts of the net sales increase and
savings in agency compensation, production costs and
advertising spending.

•

Overhead costs as a percentage of net sales decreased 40
basis points due to the positive scale impacts of the net
sales increase and productivity savings, partially offset
by inflation and other cost increases.

Other net operating expenses as a percentage of net sales
increased approximately 30 basis points primarily due to
the base period gain on sale of real estate.

Operating margin increased 1,400 basis points to 22.1% for
fiscal 2020. 1,230 basis points of this increase is due to the
Shave Care impairment charge in the base period. The
remaining increase is due to the increase in gross margin as
discussed above.
Non-Operating Items

•

Interest expense was $465 million in fiscal 2020, a
decrease of $44 million versus the prior year due
primarily to a reduction in U.S. interest rates, partially
offset by an increase in debt.
Interest income was $155 million in fiscal 2020, a
reduction of $65 million versus the prior year due to a
reduction in average cash and investment securities
balances and a reduction in U.S. interest rates.

Other non-operating income, which consists primarily
of divestiture gains and other non-operating items
decreased $433 million to $438 million, primarily due to
the base period gains from brand divestitures including a
$355 million before-tax gain from the dissolution of the
PGT Healthcare partnership.

Income Taxes

Income taxes increased $628 million to $2.7 billion due to
increased earnings, partially offset by a decline in the
effective tax rate. The effective tax rate decreased 1,750
basis points to 17.2% in 2020 due to:
•

a 1,750 basis-point reduction due to the prior year
impact of the Shave Care impairment charge as there
was no tax benefit related to the goodwill portion of the
charge and

The Procter & Gamble Company 19

•

a 135 basis-point current year reduction from a tax
benefit arising from transactions to simplify our legal
entity structure.

These reductions were partially offset by:

•

a 60 basis-point increase from unfavorable impacts from
geographic mix of current year earnings, caused
primarily by disproportionately higher sales and
earnings in the U.S.,

a 40 basis-point increase related to the prior year tax
impact of the gain on the dissolution of the PGT
Healthcare partnership,

a 30 basis-point increase from current year unfavorable
discrete impacts related to uncertain tax positions (15
basis-point increase in the current year rate versus a 15
basis-point decrease in the prior year rate) and

a 5 basis-point increase from lower excess tax benefits
of share-based compensation (155 basis-point reduction
in the current year versus 160 basis-point reduction in
the prior year).

Net Earnings

Operating income increased 186% or $10.2 billion to $15.7
billion. $8.3 billion of the increase was due to the base
period charge for the Shave Care impairment. The remaining
$1.9 billion increase was due to the net sales increase and the
increase in gross margin partially offset by the increase in
SG&A, all of which are discussed above.

Earnings before income taxes increased 161% or $9.8 billion
to $15.8 billion, as the increase in operating income
discussed above was partially offset by the base period gains
from the dissolution of the PGT Healthcare partnership and
other minor brand divestitures. Net earnings increased 230%
or $9.1 billion to $13.1 billion due to the increase in
operating income and the reduction in effective income taxes
rates discussed above. Foreign exchange impacts reduced net
earnings by approximately $390 million in fiscal 2020 due to
weakening of certain currencies against the U.S. dollar,
including those in Argentina, Brazil, China, Turkey and the
United Kingdom. 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 $9.1
billion, or 234%, to $13.0 billion.

Diluted net EPS increased $3.53, or 247%, to $4.96 due
primarily to the increase in net earnings.

Core EPS increased 13% to $5.12. Core EPS represents
diluted net EPS from continuing operations, excluding the
base year charge for the Shave Care impairment, the base
year gain on the dissolution of the PGT Healthcare
partnership and incremental restructuring charges in both
years related to our productivity and cost savings plans. The
increase was primarily driven by the increase in net sales and
the increase in operating margin discussed previously.

20 The Procter & Gamble Company

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. These costs, including the
Shave Care impairment in fiscal 2019, 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.

Beauty

Grooming

Health Care

Fabric & Home Care

Baby, Feminine & Family Care

Net Sales Change Drivers 2020 vs. 2019 (1)

Volume with
Acquisitions &
Divestitures

Volume
Excluding
Acquisitions &
Divestitures

Foreign
Exchange

3 %

(1) %

10 %

6 %

3 %

2 %

(1) %

5 %

7 %

3 %

(2) %

(3) %

(2) %

(1) %

(2) %

Price

Mix

Other (2)

Net Sales
Growth

2 %

1 %

— %

1 %

— %

4 %

(2) %

10 %

7 %

3 %

TOTAL COMPANY
4 %
(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.

(2) %

1 %

4 %

1 %

5 %

BEAUTY

($ millions)

Volume

Net sales

Net earnings

2020

N/A

2019

N/A

$13,359

$12,897

$2,737

$2,637

Change vs.
2019

20.4%

10 bps

20.5%
% of net sales
Beauty net sales increased 4% to $13.4 billion in fiscal 2020
on a 3% increase in unit volume. Unfavorable foreign
exchange impacts reduced net sales by 2%. Higher pricing
increased net sales by 2%. Favorable product mix added 1%
to net sales due to the disproportionate growth of the Skin
and Personal Care category, including the Olay skin care
brand, which has higher than segment average selling prices.
Organic sales increased 5% on a 2% increase in organic
volume. Global market share of the Beauty segment
increased 0.2 points. Volume increased mid-single digits in
North America, Europe and Asia Pacific and increased low
single digits in Greater China and Latin America. Volume
decreased high single digits in IMEA.

•

Volume in Hair Care increased low single digits.
Volume increased mid-single digits in Europe and Asia
Pacific and increased low single digits in North America
and Latin America due to product innovation and
market growth. Volume decreased double digits in
IMEA and decreased low single digits in Greater China
due
the
COVID-19 pandemic in the second half of the fiscal
year and market declines in certain countries. Global
market share of the hair care category was unchanged.

the economic slowdown caused by

•

Volume in Skin and Personal Care increased mid-single
digits. Volume increased double digits in Greater China,

innovation,

to premium

increased mid-single digits in North America, and
increased low single digits in Europe and Asia Pacific
due
increased marketing
spending and market growth, partially offset by a
volume decrease in the SK-II brand and a mid-single
digits decline in IMEA due to the COVID-19 pandemic
related travel restrictions. Global market share of the
skin and personal care category increased nearly half a
point.

Net earnings increased 4% to $2.7 billion in fiscal 2020 due
to the increase in net sales and a 10 basis-point increase in
net earnings margin. Net earnings margin increased due to a
decrease in SG&A as a percentage of net sales, partially
offset by a decrease in gross margin and an increase in the
effective tax rate. The gross margin decrease was mainly
driven by the negative impacts of unfavorable mix (due to
the decline of the super-premium SK-II brand, driven by the
impacts
the
disproportionate growth of large sizes) and other hurts
related to new manufacturing startup costs partially offset by
increased selling prices. SG&A as a percentage of net sales
decreased due to the positive scale impacts of the net sales
increase and a reduction in marketing spending due to
productivity savings. The increase in the effective tax rate
was driven by the unfavorable geographic mix of earnings.
GROOMING

the COVID-19

pandemic,

and

($ millions)

Volume

Net sales

Net earnings
% of net sales

2020

N/A

$6,069

$1,329
21.9%

2019

N/A

$6,199

$1,529
24.7%

Change vs.
2019

(1)%

(2)%

(13)%
(280) bps

Grooming net sales decreased 2% to $6.1 billion in fiscal
2020 on a 1% decrease in unit volume. Unfavorable foreign
exchange impacts reduced net sales by 3%. Increased pricing
had a 2% positive impact to net sales. Organic sales
increased 1%. Global market share of the Grooming segment
decreased 0.2 points. Volume increased mid-single digits in
Asia Pacific and was unchanged in Europe and Latin
America. Volume decreased low single digits in North
America and Greater China and decreased mid-single digits
in IMEA.

•

Shave Care volume decreased
low single digits.
Volume decreased mid-single digits in IMEA and
decreased low single digits in North America and
Europe due to market decline and reduced shaving
incidents resulting from the COVID-19 pandemic and
competitive activity. This was partially offset by a mid-
single digit volume increase in Asia Pacific due to
innovation. Global market share of the shave care
category was unchanged.

related movement

Appliances volume increased low single digits. Volume
increased mid-teens in North America and mid-single
digits in Europe due to innovation and increased
consumption of at-home styling products due
to
restrictions. Volume
pandemic
decreased double digits in Asia Pacific, decreased high
single digits in Greater China and decreased low single
digits in IMEA due to market contraction, competitive
activity and the economic slowdown caused by the
COVID-19 pandemic. Global market share of the
appliances category increased more than a point.

Net earnings decreased 13% to $1.3 billion in fiscal 2020
due to the decrease in net sales and a 280 basis-point
decrease in net earnings margin. The net earnings margin
decreased due to an increase in SG&A as a percentage of net
sales, an increase in the effective tax rate and a decrease in
gross margin. Gross margin decreased due to the negative
impact of unfavorable mix (due to the disproportionate
growth of disposable razors, styling appliances and the Asia
Pacific region all of which have lower than segment average
margins) partially offset by
impacts of
manufacturing cost savings and increased selling prices.
SG&A as a percentage of net sales increased primarily due
to a base period gain on the sale of operating real estate
partially offset by current period reductions in overhead
costs and marketing spending due to productivity savings.
The increase in the effective tax rate was primarily due to a
base period benefit from the favorable adjustments to
reserves for uncertain tax positions.
HEALTH CARE

the positive

($ millions)

Volume

Net sales

Net earnings

% of net sales

2020

N/A

$9,028

$1,652

18.3%

2019

N/A

$8,218

$1,519

18.5%

Change vs.
2019

10%

(20) bps

The Procter & Gamble Company 21

Health Care net sales increased 10% to $9.0 billion in fiscal
2020 on a 10% increase in unit volume. Unfavorable foreign
exchange impacts reduced net sales by 2%. Increased pricing
had a 1% positive impact to net sales. Favorable mix
increased net sales by 1% due to the disproportionate organic
growth of the Personal Health Care category which has
higher than segment average selling prices. Excluding the
net impacts of the Merck OTC consumer healthcare
acquisition and minor brand divestitures, organic sales
increased 7% on a 5% increase in organic volume. Global
market share of the Health Care segment increased 0.4
in IMEA,
points. Volume
increased double digits in Latin America and Europe,
increased high single digits in Asia Pacific and increased
mid-single digits in North America. Excluding the net
impacts of the Merck OTC consumer healthcare acquisition
and minor brand divestitures, organic volume increased high
single digits in IMEA, increased mid-single digits in Latin
America and increased low single digits in Europe and Asia
Pacific.

increased more

than 20%

•

Oral Care volume increased low single digits. Volume
increased double digits in IMEA, increased mid-single
digits in Latin America and increased low single digits
in North America and Asia Pacific due to product
innovation and market growth. This growth was
partially offset by low single digits volume decreases in
Europe and Greater China due to competitive activities
and
related economic
slowdown and electronics stores closures. Excluding the
impact of minor brand divestitures, organic volume
increased low single digits in Europe. Global market
share of the oral care category increased less than half a
point.

the COVID-19 pandemic

Volume in Personal Health Care increased over 20%.
Excluding the impacts of the Merck OTC consumer
healthcare acquisition, organic volume increased double
digits. Organic volume increased mid-teens in North
America and Europe and increased mid-single digits in
IMEA due to product innovation, increased marketing
spending and
increased consumption and retailer
inventory increases in certain markets driven by the
COVID-19 pandemic. This was partially offset by a low
single digit volume decrease in Asia Pacific and Latin
America due to devaluation related price increases and
the COVID-19 related economic slowdown. Global
market share of the personal health care category
increased nearly a point.

Net earnings increased 9% to $1.7 billion in fiscal 2020 due
to the increase in net sales partially offset by a 20 basis-point
decrease in net earnings margin. The net earnings margin
decreased due to an increase in SG&A as a percentage of net
sales and a reduction in non-operating income, partially
offset by an increase in gross margin. Gross margin
increased due to manufacturing cost savings and increased
selling prices partially offset by unfavorable mix impact
(from the disproportionate growth of certain products and
certain markets in IMEA both of which have lower than
segment-average margins). SG&A as a percentage of net

22 The Procter & Gamble Company

sales increased due to an increase in overhead costs and
other operating expenses primarily caused by the Merck
OTC consumer healthcare acquisition, partially offset by the
positive scale impacts of the net sales increase. Non-
operating income declined due to a base period gain from
minor brand divestitures.
FABRIC & HOME CARE

($ millions)

Volume

Net sales

Net earnings

% of net sales

2020

N/A

2019

N/A

$23,735

$22,080

$4,154

17.5%

$3,518

15.9%

Change vs.
2019

18%

160 bps

Fabric & Home Care net sales increased 7% to $23.7 billion
in fiscal 2020 on a 6% increase in unit volume. Unfavorable
foreign exchange impacts reduced net sales by 1%. Higher
pricing increased net sales by 1%. Positive mix impacts
increased net sales by 1% due to the disproportionate growth
of the Home Care category and the North America region,
both of which have higher than segment average selling
prices. Organic sales increased 9% on a 7% increase in
organic volume. Global market share of the Fabric & Home
Care segment increased 0.7 points. Volume increased double
digits in North America, increased high single digits in Latin
America, increased mid-single digits in Greater China and
Europe and increased low single digits in Asia Pacific.
Volume decreased low single digits in IMEA.

•

innovation and

Fabric Care volume increased mid-single digits. Volume
grew double digits in North America and Latin America,
grew mid-single digits in Greater China and grew low
single digits in Europe. Volume growth was driven by
product
the
consumption increase and pantry loading driven by the
COVID-19 pandemic. This growth was partially offset
by a low single digit volume decrease in IMEA due to
the COVID-19 pandemic related economic slowdown.
Volume in Asia Pacific was unchanged. Global market
share of the Fabric Care category increased a point.

lesser extent

to a

Home Care volume increased double digits. Volume
increased in all regions led by double digit growth in
North America and Europe, high single digits growth in
Asia Pacific, mid-single digits growth in Latin America
and low single digits growth in IMEA. The volume
growth was driven by product innovation as well as the
consumption increase and pantry loading driven by the
COVID-19 pandemic. Global market share of the Home
Care category increased more than half a point.

Net earnings increased 18% to $4.2 billion in fiscal 2020 due
to the increase in net sales and a 160 basis-point increase in
net earnings margin. The net earnings margin increased due
to an increase in gross margin partially offset by an increase
in the effective tax rate. The gross margin increase was
driven by manufacturing cost savings and a reduction in
commodity costs, partially offset by unfavorable product
mix (due to the disproportionate growth of premium
innovation that has not yet been cost optimized). SG&A as a

percentage of net sales was unchanged as an increase in
marketing spending was offset by the positive scale benefits
of increased net sales on overhead costs. The increase in the
effective tax rate was driven by the unfavorable geographical
mix of earnings.
BABY, FEMININE & FAMILY CARE

($ millions)

Volume

Net sales

Net earnings

% of net sales

2020

N/A

2019

N/A

$18,364

$17,806

$3,465

18.9%

$2,734

15.4%

Change vs.
2019

27%

350 bps

Baby, Feminine & Family Care net sales increased 3% to
$18.4 billion in fiscal 2020 on a 3% increase in unit volume.
Unfavorable foreign exchange impacts reduced net sales by
2%. Increased pricing was a positive 1% impact to net sales.
Positive mix impact increased net sales by 1% due to the
disproportionate growth of the North America region which
has higher than segment average selling prices. Organic sales
increased 4%. Global market share of the Baby, Feminine &
Family Care segment decreased 0.3 points. Volume
increased high single digits in North America and was
unchanged in Asia Pacific. Volume decreased high single
digits in Latin America, decreased mid-single digits in
IMEA and decreased low single digits in Greater China and
Europe.

•

Baby Care volume decreased mid-single digits. Volume
decreased double digits in Latin America, decreased
high single digits in IMEA, decreased mid-single digits
in Europe and decreased low single digits in Greater
China and Asia Pacific due to competitive activity,
devaluation related price increases, category contraction
in certain markets (partly due to declining birth rates in
China) and to a lesser extent the economic slowdown
caused by the COVID-19 pandemic. This was partially
offset by a low single digit volume increase in North
America driven by market growth and product
innovation. Global market share of the baby care
category decreased more than a point.

increased marketing

Feminine Care volume increased low single digits.
Volume growth was led by a double digit increase in
Asia Pacific due to a new launch in the adult
incontinence category in Japan, as well as high single
digits growth in North America, mid-single digits
growth in Europe and low single digits growth in
Greater China and Latin America, all due to product
spending, adult
innovation,
incontinence category growth and to a lesser extent the
increased consumption and pantry loading related to the
COVID-19 pandemic in certain markets. Excluding the
impact of a minor brand acquisition, volume in North
America increased mid-single digits. This was partially
offset by a low single digit volume decrease in IMEA
due
the
COVID-19 pandemic. Global market share of the
feminine care category increased nearly a point.

the economic slowdown caused by

•

Volume in Family Care, which is predominantly a North
American business, increased high single digits driven
by the COVID-19 pandemic related market growth,
consumption increase and pantry loading, product
innovation, increased marketing spending and market
growth. In the U.S., all-outlet share of the family care
category decreased more than half a point.

Net earnings in fiscal 2020 increased 27% to $3.5 billion due
to the increase in net sales and a 350 basis-point increase in
net earnings margin. Net earnings margin
increased
primarily due to an increase in gross margin, partially offset
by an increase in the effective tax rate and a marginal
increase in SG&A as a percentage of net sales. The gross
margin increase was driven by manufacturing cost savings, a
reduction in commodity costs and higher selling prices
partially offset by unfavorable product mix (due to the
disproportionate growth of large sizes and product forms
with lower than segment average margins). SG&A as a
percentage of net sales increased marginally due primarily to
an increase in marketing spending, partially offset by a
reduction in overhead costs driven by productivity savings
and the positive scale benefits of the net sales increase. The
increase in the effective tax rate was driven by an
unfavorable geographic mix of earnings.
CORPORATE

($ millions)

Net sales

2020

$395

2019

$484

Net earnings/(loss)

$(234)

$(7,971)

Change vs.
2019

(18)%

N/A

Corporate includes certain operating and non-operating
activities not allocated to specific business segments. These
include: the incidental businesses managed at the corporate
level; financing and investing activities; certain employee
benefit costs; other general corporate items; gains and losses
related to certain divested brands and categories; certain
asset impairment charges; and certain restructuring-type
activities to maintain a competitive cost structure, including
manufacturing and workforce optimization. Corporate also
includes reconciling items to adjust the accounting policies
used in the segments to U.S. GAAP. The most significant
ongoing reconciling item is income taxes, to adjust from
blended statutory rates that are reflected in the segments to
the overall Company effective tax rate.

Corporate net sales decreased 18% to $395 million in fiscal
2020 due to a decrease in the net sales of the incidental
businesses managed at the corporate level. Corporate net loss
decreased by $7.7 billion in fiscal 2020 primarily due to the
$8.0 billion after tax ($8.3 billion before tax) base period
charge for the Shave Care impairment, partially offset by
higher base period divestiture gains (primarily driven by
gain on the dissolution of the PGT healthcare partnership).
Restructuring Program to Deliver Productivity and Cost
Savings

In fiscal 2012, the Company initiated a productivity and cost
savings plan to reduce costs and better leverage scale in the
areas of supply chain, research and development, marketing

The Procter & Gamble Company 23

and overheads. The plan was designed to accelerate cost
reductions by streamlining management decision making,
manufacturing and other work processes to both fund the
Company's growth strategy and increase the Company's
operating margin.
the Company
communicated specific elements of an additional multi-year
productivity and cost savings program.

fiscal 2017,

The current productivity and cost savings plan is further
reducing costs in the areas of supply chain, certain marketing
activities and overhead expenses. As part of this plan, the
Company incurred approximately $1.5 billion in total
before- tax restructuring costs across 2019 and 2020. In
fiscal 2021 and onwards, the Company expects to incur
restructuring costs within the range of our historical ongoing
level of $250 to $500 million annually. 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. However, we
estimate that through 2020, the underlying restructuring
costs incurred since 2012 (approximately $8.2 billion), along
with other non-manufacturing enrollment reductions since
2012 have delivered approximately $3.7 billion in annual
before-tax gross savings.

Restructuring accruals of $472 million as of June 30, 2020
are classified as current liabilities. Approximately 52% of
the restructuring charges incurred in fiscal 2020 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.

Refer to Note 3 to the Consolidated Financial Statements for
more details on the restructuring program and to the
Operating Costs section of the MD&A for more information
about the total benefit to operating margins from our total
savings efforts.
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.

24 The Procter & Gamble Company

Operating Cash Flow

Operating cash flow was $17.4 billion in 2020, a 14%
increase from the prior year. Net earnings, adjusted for non-
cash items (depreciation and amortization, share-based
compensation and deferred
taxes) generated
approximately $16.1 billion of operating cash flow.
Working capital and other impacts generated $1.3 billion of
operating cash flow as summarized below.

income

•

A decrease in accounts receivable generated $634
million of cash primarily due to the timing of the end of
the fiscal year (which fell on a Tuesday versus Sunday
in the prior year end, resulting in additional collection
days in the current year) and lower relative sales at the
end of
in certain markets driven by
COVID-19. The number of days sales outstanding
decreased approximately 5 days versus prior year.

the period

Higher inventory used $637 million of cash mainly due
to inventory increases to support initiatives, business
growth across all segments and to replenish stocks in
certain categories depleted by the COVID-19 pandemic
related demand increases. Inventory days on hand
increased approximately 4 days primarily due
to
initiative support and inventory replenishment.

$1.9

billion

generating

liabilities
Accounts payable, accrued and other
increased,
cash.
Approximately $700 million of this was driven by
extended payment
terms with our suppliers (see
Extended Payment Terms and Supply Chain Financing
below). The remaining amount was driven by higher
payables from increased manufacturing activity due to
the pandemic related demand increases, an increase in
marketing spending in the fourth quarter versus the prior
year and increases in taxes payable related to the Merck
integration. Days payable outstanding
increased
approximately 4 days to 81 days as of June 30, 2020 due
to the above.

Other net operating assets and liabilities declined, using
$710 million of cash, primarily driven by the payment
of the current year portion of taxes due related to the
U.S. Tax Act repatriation charge ($215 million) and
pension related accruals and contributions.

and

other

acquisitions

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,
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 and tax payments related to
the Merck acquisition. 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 $14.9 billion in 2020, an
increase of 23% versus the prior year. The increase was
primarily driven by the increase 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 114% in 2020.

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 about the
same time, the Company initiated a Supply Chain Finance
program (SCF) with several global financial institutions
(SCF Banks). Under the SCF, qualifying suppliers may elect
to sell their receivables from the Company to an 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, the supplier elects 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 by the supplier to the SCF Bank.

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 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, 2020,
approximately 3% of our global suppliers have elected to
participate in the SCF. Payments to those suppliers during
total approximately $13 billion, which equals
2020
approximately 24% of our total Cost of goods sold and
SG&A for the period. 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 both June 30, 2020 and 2019, the amount
due to suppliers participating in the SCF and included in
Accounts payable were approximately $4 billion.
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 2021. Future changes in our suppliers’
financing policies or economic developments, such as
changes in interest rates, general market liquidity or the
to participating
Company’s creditworthiness
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

relative

Net investing activities generated $3.0 billion in cash in
2020, mainly due to proceeds from sales and maturities of
investment securities, partially offset by capital spending.
Net investing activities consumed $3.5 billion in cash in
2019, mainly due
to capital spending and business
acquisitions, partially offset by proceeds from sales and
maturities of short-term investments.

Capital Spending.
Capital expenditures, primarily to
support capacity expansion, innovation and cost efficiencies,
were $3.1 billion in 2020 and $3.3 billion in 2019. Capital
spending as a percentage of net sales decreased 60 basis
points to 4.3% in 2020.

Acquisitions. Acquisition activity used cash of $58 million
in 2020, primarily related to final contractual payments from
the prior year acquisition of Merck OTC along with a minor
Baby Care acquisition. Acquisition activity used $3.9 billion
in 2019, primarily related to the Merck OTC acquisition.
Proceeds from Divestitures and Other Asset Sales.
Proceeds from asset sales were $30 million and $394 million
in 2020 and 2019, respectively, primarily from minor brand
divestitures in both years and the sale of real estate in 2019.

Investment Securities. Investments generated net cash of
$6.2 billion in 2020 and $3.5 billion in 2019 primarily from
sales and maturities of investment securities.
Financing Cash Flow

Net financing activities consumed $8.4 billion of cash in
2020, mainly due to dividends to shareholders and treasury
stock purchases, partially offset by a net increase in debt and
the impact of stock options. Net financing activities
consumed $10.0 billion in cash in 2019, mainly due to
dividends to shareholders and treasury stock purchases,
partially offset by the impact of stock options.

Dividend Payments. Our first discretionary use of cash is
dividend payments. Dividends per common share increased
5% to $3.0284 per share in 2020. Total dividend payments
to common and preferred shareholders were $7.8 billion in
2020 and $7.5 billion in 2019. In April 2020, the Board of
Directors declared an increase in our quarterly dividend from
$0.7459 to $0.7907 per share on Common Stock and Series
A and B ESOP Convertible Class A Preferred Stock. This
represents a 6% increase compared to the prior quarterly
dividend and is the 64th consecutive year that our dividend
has increased. We have paid a dividend for 130 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

The Procter & Gamble Company 25

investment and

ongoing operations,
financing plans
(including acquisitions and share repurchase activities) and
the overall cost of capital. Total debt was $34.7 billion as of
June 30, 2020 and $30.1 billion as of June 30, 2019. The
increase is primarily due to the issuance of bonds generating
$5.0 billion of cash.

Treasury Purchases. Total share repurchases were $7.4
billion in 2020 and $5.0 billion in 2019.
Liquidity

At June 30, 2020, our current liabilities exceeded current
assets by $5.0 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, 2020, the
Company did not have material net cash and cash
equivalents related to foreign subsidiaries nor 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,
to meet short-term
should provide sufficient funding
financing requirements.

On June 30, 2020, our short-term credit ratings were P-1
(Moody's) and A-1+ (Standard & Poor's), while our long-
(Moody's) and AA-
term credit
(Standard & Poor's), all with a stable outlook.

ratings were Aa3

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 2024 and November 2020, 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.

26 The Procter & Gamble Company

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.

Contractual Commitments

The following table provides information on the amount and payable date of our contractual commitments as of June 30, 2020.

($ millions)
RECORDED LIABILITIES

Total debt

Leases
U.S. Tax Act transitional charge (1)
Uncertain tax positions (2)
OTHER

Total

Less Than 1 Year

1-3 Years

3-5 Years

After 5 Years

34,589 $

11,189 $

5,154 $

5,148 $

13,098

1,023

2,346
59

239

224
59

352

450
—

220

984
—

212

688
—

Interest payments relating to long-term debt
Minimum pension funding (3)
Purchase obligations (4)
46,873 $
TOTAL CONTRACTUAL COMMITMENTS
(1) Represents the U.S. federal tax liability associated with the repatriation provisions of the U.S. Tax Act. Does not include any provisions

13,362 $

7,948 $

7,452 $

18,111

1,577

3,875

6,676

1,173

955

407

238

412

782

145

196

673

603

—

made for foreign withholding taxes on expected repatriations as the timing of those payments is uncertain.

(2) As of June 30, 2020, the Company's Consolidated Balance Sheet reflects a liability for uncertain tax positions of $643 million, including
$158 million of interest and penalties. Due to the high degree of uncertainty regarding the timing of future cash outflows of liabilities for
uncertain tax positions beyond one year, a reasonable estimate of the period of cash settlement beyond twelve months from the balance
sheet date of June 30, 2020 cannot be made.

(4)

(3) 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 2023 are not currently determinable.
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 under take-or-pay agreements 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

allowances,

customer pricing

trade promotion spending, which

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
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
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. The Company adopted ASU 2014-09,
“Revenue from Contracts with Customers (Topic 606)” on
July 1, 2018. Adoption of this standard resulted in a change

in the timing of recognition of certain trade promotional
spending.
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 judgments 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,
future
planning opportunities and expectations about
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.

In certain of

regulatory environments.

We operate in multiple jurisdictions with complex tax policy
and
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
the respective
governmental taxing authorities can be impacted by the local
economic and fiscal environment.

interpretational differences with

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. 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 in light of changing facts and
circumstances, such as the progress of tax audits, and adjust
them accordingly. We have a number of 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 a number of estimates and assumptions
inherent in calculating the various components of our tax
provision, certain changes or 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.

The Procter & Gamble Company 27

Employee Benefits

We sponsor various post-employment benefits throughout
the world. These include pension plans, both defined
contribution plans and defined benefit plans, and other post-
employment benefit (OPEB) plans, consisting primarily of
health care and life insurance for retirees. For accounting
purposes, the defined benefit pension and OPEB 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
future
and management's best
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.

regarding

judgment

The expected return on plan assets assumption impacts our
defined benefit expense since many of our defined benefit
pension plans and our primary OPEB plan are partially
funded. The process for setting the expected rates of return
is described in Note 8 to the Consolidated Financial
Statements.
For 2020, the average return on assets
assumptions for pension plan assets and OPEB assets was
6.6% and 8.4%, respectively. A change in the rate of return
of 100 basis points for both pension and OPEB assets would
impact annual after-tax benefit/expense by approximately
$130 million.

Since pension and OPEB liabilities are measured on a
discounted basis,
impacts our plan
the discount rate
obligations and expenses. Discount rates used for our U.S.
defined benefit pension and OPEB 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
1.5% 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 $220 million. The average
discount rate on the OPEB plan of 3.1% reflects the higher
interest rates generally applicable in the U.S., which is where
a majority of the plan participants receive benefits. A 100
basis point change in the discount rate would impact annual
after-tax OPEB expense by approximately $50 million. See
Note 8 to the Consolidated Financial Statements for

28 The Procter & Gamble Company

additional details on our defined benefit pension and OPEB
plans.
Goodwill and Intangible Assets

reporting units and

Significant judgment is required to estimate the fair value of
our goodwill
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
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.
The test to evaluate goodwill for
impairment is a two-step process. In the first step (step one),
we compare the fair value of the reporting unit to its carrying
value. If the fair value of the reporting unit is less than its
carrying value, we perform a second step (step two) to
determine the implied fair value of the reporting unit's
goodwill. The second step of the impairment analysis
requires a valuation of a reporting unit's tangible and
intangible assets and liabilities in a manner similar to the
allocation of purchase price in a business combination. The
difference between the step one fair value and the amounts
allocated to the assets and liabilities in step two is the

implied fair value of the reporting unit’s goodwill. If this
implied fair value of the reporting unit's goodwill 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
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.

to expense over

their estimated

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
two 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.
The Appliances wholly-acquired reporting unit has a fair
value that significantly exceeds the underlying carrying
value.

During fiscal 2019, a non-cash before- and after-tax
impairment charge of $6.8 billion was recognized to reduce
the carrying amount of goodwill for the Shave Care
reporting unit, and a non-cash, before-tax impairment charge
of $1.6 billion ($1.2 billion after-tax) was recognized to
reduce the carrying amount of the Gillette indefinite-lived
intangible asset to its fair value. The underlying reductions
in fair values were due in large part to significant currency
devaluations in a number of countries relative to the U.S.
dollar, a deceleration of category growth caused by changing
grooming habits, primarily in the developed markets, and an
increased competitive market environment in the U.S. and
certain other markets. As a result of the fiscal 2019
impairment determined by the step two testing, the Shave
Care
the carrying value by
approximately 20% as of June 30, 2019. Because the
impairment testing for intangible assets is a one-step process,
the Gillette indefinite-lived intangible asset fair value
approximated its carrying value at that date. During our
annual
the quarter ended
testing during
December 31, 2019, we reduced the discount rate used in the
valuation based on developments in the macroeconomic
environment. As a result of this change and updates to other
underlying cash flow projections, the Shave Care fair value
exceeded the carrying value by more than 20% and the

fair value exceeded

impairment

The Procter & Gamble Company 29

to how

significant

the Gillette

reporting unit and

assumptions utilized

the U.S. dollar or an

the competitive environment,

The most
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,
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
increased competitive
against
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.

Gillette indefinite-lived intangible asset fair value exceeded
impact on net sales will begin to abate during the first half of
the carrying value by approximately 5%.
fiscal 2021 and be largely eliminated by the second half of
the fiscal year. There is an extreme level of uncertainty
the pandemic will evolve and how
relating
governments and consumers will react. Accordingly, there
is a significant amount of uncertainty related to this key
assumption. A more prolonged pandemic could impact the
results of operations due to changes to assumptions utilized
in the determination of the estimated fair values of Shave
Care
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
illness,
to purchase our products due
consumers
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. In addition, relative
global and country/regional macroeconomic factors 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.
The table below provides a sensitivity analysis for the Shave
Care
indefinite-lived
intangible asset, utilizing reasonably possible changes in the
assumptions for the shorter term and residual growth rates
and the discount 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 to discount rate or a 25 basis point
decrease to our shorter-term and residual growth rates, either
of which, in isolation, would result in an additional
impairment of the Gillette indefinite-lived intangible asset.

While management can and has implemented strategies to
address these events, changes in operating plans or adverse
changes 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
intangibles. As of June 30, 2020, the carrying values of the
Shave Care goodwill and the Gillette indefinite-lived
intangible asset were $12.5 billion and $14.1 billion,
respectively.

reporting unit and

the Gillette

The COVID-19 pandemic that occurred during the second
half of fiscal 2020 resulted in a reduction in shave incidents
by consumers and a weakening of certain currencies relative
to the U.S. dollar, which led to a reduction in net sales for
Gillette-branded products. This resulted in a triggering
event for the Gillette indefinite-lived intangible asset, which
caused us to perform an additional impairment assessment
for that asset as of June 30, 2020. That assessment indicated
that the fair value of the Gillette trade name approximated its
carrying value. Accordingly, no impairment charge was
recorded during the year ended June 30, 2020.
The duration and severity of the pandemic could result in
additional future impairment charges for the Shave Care
reporting unit goodwill and the Gillette indefinite-lived
intangible asset. Our June 30, 2020 impairment assessment
of the Gillette intangible asset assumes the pandemic’s

Approximate Percent Change in
Estimated Fair Value

+25 bps
Discount Rate

-25 bps
Growth Rate

Shave Care goodwill
reporting unit
Gillette indefinite-lived
intangible asset

(6)%

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, 2020.

30 The Procter & Gamble Company

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.

techniques
Derivative positions are monitored using
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
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, 2020. In cases where data is unavailable in
RiskMetrics™, a reasonable proxy is included.

level.

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
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, 2020, 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, 2020,
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, 2020 and June 30,
2019, we did not have any commodity hedging activity.
Measures Not Defined By U.S. GAAP

trends (i.e.

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
measures. We believe that these measures provide useful
perspective of underlying business
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 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 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.
in assessing achievement of
is used
This measure
management goals for at-risk compensation.

The Procter & Gamble Company 31

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

dividends, share
discretionary investments.

repurchases, acquisitions and other

Year ended
June 30, 2020

Net Sales
Growth

Acquisition
&
Divestiture
Impact/
Other (1)

Organic
Sales
Growth

Foreign
Exchange
Impact

Beauty

Grooming

4 %

(2) %

2 %

3 %

(1) %

— %

5 %

1 %

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

Operating
Cash Flow

Capital
Spending

Adjustments to
Operating Cash
Flow (1)

Adjusted Free
Cash Flow

2020 $

17,403 $

(3,073) $

543 $

14,873

4 %

6 %

7 %

9 %

7 %

1 %

3 %

2 %

5 %

1 %

(1) %

(5) %

(1) %

10 %

Health Care
Fabric & Home
Care
Baby, Feminine
& Family Care
TOTAL
COMPANY
(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, tax
payments related to the Merck OTC Consumer Healthcare
acquisition in 2020 and the transitional tax resulting from the
U.S. Tax Act in 2020 and 2019 (the Company incurred a
transitional tax liability of approximately $3.8 billion from
the U.S. Tax Act, which is payable over a period of 8 years).
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

2019 $

15,242 $

12,130
(3,347) $
(1) Adjustments to Operating Cash Flow include tax payments for
the transitional tax resulting from the U.S. Tax Act of $215
and $235 in 2020 and 2019, respectively, and tax payments
related to the Merck acquisition of $328 in 2020.

235 $

Adjusted Free Cash Flow Productivity. Adjusted free cash
flow productivity is defined as the ratio of adjusted free cash
flow to net earnings. 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
Cash Flow

Net
Earnings

Adjusted Free
Cash Flow
Productivity

2020

14,873 $

13,103

114 %

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:

•

Incremental Restructuring: The Company has had and continues to have an ongoing level of restructuring activities. Such
activities have resulted in ongoing annual restructuring related charges of approximately $250 - $500 million before tax. In
2012, the Company began a $10 billion strategic productivity and cost savings initiative that included incremental
restructuring activities. In 2017, we communicated details of an additional multi-year productivity and cost savings plan.
This results in incremental restructuring charges to accelerate productivity efforts and cost savings. The adjustment to Core
earnings includes only the restructuring costs above what we believe are the normal recurring level of restructuring costs.

Gain on Dissolution of the PGT Healthcare Partnership: The Company dissolved our PGT Healthcare partnership, a
venture between the Company and Teva Pharmaceuticals Industries, Ltd (Teva) in the OTC consumer healthcare business,
during the year ended June 30, 2019. The transaction was accounted for as a sale of the Teva portion of the PGT business
and the Company recognized an after-tax gain on the dissolution of $353 million.

Shave Care Impairment: As discussed in Note 4 to the Consolidated Financial Statements and in the Significant
Accounting Policies and Estimates section of the MD&A, in the fourth quarter of fiscal 2019, the Company recognized a
non-cash after-tax charge of $8.0 billion ($8.3 billion before tax) to adjust the carrying values of the Shave Care reporting
unit and the Gillette indefinite-lived intangible asset. This was comprised of a before and after-tax impairment charge of
$6.8 billion related to goodwill and an after-tax impairment charge of $1.2 billion ($1.6 billion before tax) to reduce the
carrying value of the Gillette indefinite-lived intangible asset.

Anti-Dilutive Impacts: As discussed in Note 6 to the Consolidated Financial Statements, the Shave Care impairment
charges caused preferred shares that are normally dilutive (and hence, normally assumed converted for purposes of
determining diluted earnings per share) to be anti-dilutive. Accordingly, for U.S. GAAP the preferred shares were not
assumed to be converted into common shares for diluted earnings per share and the related dividends paid to the preferred

32 The Procter & Gamble Company

shareholders were deducted from net income to calculate net earnings available to common shareholders. As a result of the
non-GAAP Shave Care impairment adjustment, these instruments are dilutive for non-GAAP core EPS.

We do not view the above items to be indicative of underlying business 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.

THE PROCTER & GAMBLE COMPANY AND SUBSIDIARIES
(Amounts in Millions Except Per Share Amounts)
Reconciliation of Non-GAAP Measures
Twelve Months Ended June 30, 2020

NET EARNINGS ATTRIBUTABLE TO P&G

13,027

415

13,442

DILUTED NET EARNINGS PER COMMON SHARE (1)
(1) Diluted net earnings per share are calculated on Net earnings attributable to Procter & Gamble.

4.96 $

0.16 $

5.12

Core EPS

AS REPORTED (GAAP)

INCREMENTAL
RESTRUCTURING

NON-GAAP (CORE)

CHANGE VERSUS YEAR AGO

CORE EPS

13 %

THE PROCTER & GAMBLE COMPANY AND SUBSIDIARIES
(Amounts in Millions Except Per Share Amounts)
Reconciliation of Non-GAAP Measures
Twelve Months Ended June 30, 2019

AS
REPORTED
(GAAP)

ANTI-
DILUTIVE
IMPACTS

INCREMENTAL
RESTRUCTURING

SHAVE CARE
IMPAIRMENT

GAIN ON
DISSOLUTION
OF PGT
PARTNERSHIP

ROUNDING

NON-GAAP
(CORE)

NET EARNINGS ATTRIBUTABLE
TO P&G

3,897

—

354

7,978

(353)

11,877

Core EPS

263

3,634

Diluted Net Earnings attributable to
common shareholders (1)
Diluted Weighted Average Common
Shares Outstanding (1)
DILUTED NET EARNINGS PER
COMMON SHARE
(1) The reduction in net earnings from the 2019 charge for the Shave Care impairment caused the preferred shares outstanding to be anti-dilutive. Accordingly, for U.S.
GAAP, the preferred shares were not assumed to be converted into common shares for diluted earnings per share and the related dividends paid to the preferred
shareholders were deducted from net income to calculate earnings available to common shareholders. Excluding the impairment charge results in higher non-GAAP
earnings which causes the preferred shares to be dilutive. The adjustments in this row are made to reflect the dilutive preferred share impact resulting from the Shave
Care impairment adjustment.

(0.13) $

1.43 $

0.13 $

3.03 $

0.06 $

2,539.5

— $

7,978

(353)

90.2

354

2,629.7

11,877

4.52

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

The information required by this item is incorporated by reference to the section entitled Other Information under
Management's Disclosure and Analysis, and Note 9 to the Consolidated Financial Statements.

The Procter & Gamble Company 33

Item 8. Financial Statements and Supplementary Data.

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Management is responsible for establishing and maintaining adequate internal control over financial reporting of The Procter &
Gamble Company (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended). Our internal control
over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the
United States of America.

Strong internal controls is an objective that is reinforced through our Worldwide Business Conduct Manual, which sets forth our
commitment to conduct business with integrity, and within both the letter and the spirit of the law. Our people are deeply
committed to our Purpose, Values, and Principles, which unite us in doing what’s right. Our system of internal controls
includes written policies and procedures, segregation of duties, and the careful selection and development of employees.
Additional key elements of our internal control structure include our Global Leadership Council, which is actively involved in
oversight of the business strategies, initiatives, results and controls, our Disclosure Committee, which is responsible for
evaluating disclosure implications of significant business activities and events, our Board of Directors, which provides strong
and effective corporate governance, and our Audit Committee, which reviews significant accounting policies, financial
reporting and internal control matters.

The Company's internal control over financial reporting includes a Control Self-Assessment Program that is conducted annually
for critical financial reporting areas of the Company and is audited by our Global Internal Audit organization. Management
takes the appropriate action to correct any identified control deficiencies. Global Internal Audit also performs financial and
compliance audits around the world, provides training, and continuously improves our internal control processes.

Because of its inherent limitations, any system of internal control over financial reporting, no matter how well designed, may
not prevent or detect misstatements due to the possibility that a control can be circumvented or overridden or that misstatements
due to error or fraud may occur that are not detected. Also, because of changes in conditions, internal control effectiveness may
vary over time.

Management assessed the effectiveness of the Company's internal control over financial reporting as of June 30, 2020, using
criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of
the Treadway Commission (COSO) and concluded that the Company maintained effective internal control over financial
reporting as of June 30, 2020, based on these criteria.

Deloitte & Touche LLP, an independent registered public accounting firm, has audited the effectiveness of the Company's
internal control over financial reporting as of June 30, 2020, as stated in their report which is included herein.

/s/ David S. Taylor

(David S. Taylor)

Chairman of the Board, President and Chief Executive Officer

/s/ Jon R. Moeller

(Jon R. Moeller)

Vice Chairman, Chief Operating Officer and Chief Financial Officer

August 6, 2020

34 The Procter & Gamble Company

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of The Procter & Gamble Company

Opinion on the Financial Statements

We have audited the accompanying Consolidated Balance Sheets of The Procter & Gamble Company and subsidiaries (the
"Company") as of June 30, 2020 and 2019, the related Consolidated Statements of Earnings, Comprehensive Income,
Shareholders’ Equity and Cash Flows for each of the three years in the period ended June 30, 2020 and the related notes
(collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material
respects, the financial position of the Company as of June 30, 2020 and 2019, and the results of its operations and its cash flows
for each of the three years in the period ended June 30, 2020, in conformity with accounting principles generally accepted in the
United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the Company's internal control over financial reporting as of June 30, 2020, based on criteria established in Internal
Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission
and our report dated August 6, 2020 expressed an unqualified opinion on the Company's internal control over financial
reporting.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on
the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to
error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial
statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included
examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included
evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall
presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that
was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that
are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The
communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and
we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the
accounts or disclosures to which it relates.

Goodwill and Intangible Assets - Shave Care Goodwill and Gillette Indefinite Lived Intangible Asset - Refer to Notes 1 and 4
to the financial statements

Critical Audit Matter Description

The Company’s evaluation of goodwill and indefinite lived intangible assets for impairment involves the comparison of the fair
value of each reporting unit or indefinite lived intangible asset to its carrying value. The Company estimates fair value using the
income method, which is based on the present value of estimated future cash flows attributable to the respective assets. This
requires management to make significant estimates and assumptions related to forecasts of future net sales and earnings,
including growth rates beyond a 10-year time period, royalty rates and discount rates. Changes in the assumptions could have a
significant impact on either the fair value, the amount of any impairment charge, or both. The Company performed their annual
impairment assessments of the Shave Care reporting unit as of October 1, 2019 and the Gillette brand indefinite lived intangible
asset (the “Gillette brand”) as of December 31, 2019. Because the estimated fair values exceeded their carrying values, no
impairments were recorded. Given reductions in cash flows caused by currency devaluations, changing consumer grooming
habits, the COVID-19 pandemic affecting demand and an increase in the competitive market environment, the Company
revised their cash flow estimates and updated their fair value estimates for the Gillette brand as of June 30, 2020 and
determined that the fair value of the Gillette brand approximated its carrying value. As of June 30, 2020, the Shave Care
reporting unit goodwill was $12.5 billion, and the Gillette brand was $14.1 billion.

We identified the Company’s impairment evaluations of goodwill for the Shave Care reporting unit and the Gillette brand as a
critical audit matter because of the reductions in cash flows and the significant judgments made by management to estimate the

The Procter & Gamble Company 35

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

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to forecasts of future net sales and earnings and the selection of the royalty rates and discount rates
for the Shave Care reporting unit and the Gillette brand included the following, among others:

• We tested the effectiveness of controls over goodwill and indefinite lived intangible assets, including those over the

determination of fair value, such as controls related to management’s development of forecasts of future net sales, earnings,
the selection of royalty rates, and discount rates.

• We evaluated management’s ability to accurately forecast net sales and earnings by comparing actual results to

management’s historical forecasts.

• We evaluated the reasonableness of management’s forecast of net sales and earnings by comparing the forecasts to:

•

Historical net sales and earnings.

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

Internal communications to management and the Board of Directors.

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

• With the assistance of our fair value specialists, we evaluated the net sales and earnings growth rates, royalty rates, and

discount rates by:

•

Testing the source information underlying the determination of net sales and earnings growth rates, royalty rates, and
discount rates and the mathematical accuracy of the calculations.

Developing a range of independent estimates for the discount rates and comparing those to the discount rates selected
by management.

/s/ Deloitte & Touche LLP

Cincinnati, Ohio

August 6, 2020

We have served as the Company’s auditor since 1890.

36 The Procter & Gamble Company

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of The Procter & Gamble Company

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of The Procter & Gamble Company and subsidiaries (the
"Company") as of June 30, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in
all material respects, effective internal control over financial reporting as of June 30, 2020, based on criteria established in
Internal Control - Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the consolidated financial statements as of and for the year ended June 30, 2020, of the Company and our report
dated August 6, 2020, expressed an unqualified opinion on those financial statements.
Basis for Opinion

The Company's management is responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report
on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control
over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be
independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all
material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk
that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the
assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our
audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Deloitte & Touche LLP

Cincinnati, Ohio

August 6, 2020

Consolidated Statements of Earnings

Amounts in millions except per share amounts; Years ended June 30

NET SALES

Cost of products sold

Selling, general and administrative expense

Goodwill and indefinite-lived intangibles impairment charges

OPERATING INCOME

Interest expense

Interest income

Other non-operating income, net

EARNINGS BEFORE INCOME TAXES

Income taxes

NET EARNINGS

Less: Net earnings attributable to noncontrolling interests

The Procter & Gamble Company 37

2020

2019

2018

$ 70,950 $ 67,684 $ 66,832

35,250

19,994

—

15,706

34,768

19,084

8,345

5,487

34,432

19,037

—

13,363

(465)

(509)

(506)

155

438

15,834

2,731

13,103

220

871

6,069

2,103

3,966

247

222

13,326

3,465

9,861

111

NET EARNINGS ATTRIBUTABLE TO PROCTER & GAMBLE (1)

$ 13,027 $

3,897 $

9,750

NET EARNINGS PER COMMON SHARE: (2)

Basic

5.13 $

1.45 $

3.75

Diluted

3.67
(1) Net earnings attributable to Procter & Gamble in fiscal 2019 was negatively impacted by the impairment charges of $8.3 billion related

4.96 $

1.43 $

to Shave Care goodwill and Gillette indefinite-lived intangible assets.

(2) Basic net earnings per common share and Diluted net earnings per common share are calculated on Net earnings attributable to Procter &

Gamble.

See accompanying Notes to Consolidated Financial Statements.

38 The Procter & Gamble Company

Consolidated Statements of Comprehensive Income

Amounts in millions; Years ended June 30

NET EARNINGS

OTHER COMPREHENSIVE INCOME/(LOSS), NET OF TAX

Foreign currency translation (net of $59, $78 and $(279) tax, respectively)
Unrealized gains/(losses) on investment securities (net of $(1), $0 and $0 tax,
respectively)
Unrealized gains/(losses) on defined benefit retirement plans (net of $(42), $22 and
$68 tax, respectively)

TOTAL OTHER COMPREHENSIVE INCOME/(LOSS), NET OF TAX

TOTAL COMPREHENSIVE INCOME

Less: Total comprehensive income attributable to noncontrolling interests

2020

2019

2018

$ 13,103 $

3,966 $

9,861

(1,083)

(213)

(305)

(12)

(150)

(1,245)

11,858

184

169

140

4,106

(148)

334

(119)

9,742

109

TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO
PROCTER & GAMBLE

$ 11,798 $

4,036 $

9,633

See accompanying Notes to Consolidated Financial Statements.

Consolidated Balance Sheets

Amounts in millions except stated values; As of June 30

2020

2019

The Procter & Gamble Company 39

Assets

CURRENT ASSETS

Cash and cash equivalents

Available-for-sale investment securities

Accounts receivable

INVENTORIES

Materials and supplies

Work in process

Finished goods

Total inventories

Prepaid expenses and other current assets

TOTAL CURRENT ASSETS

PROPERTY, PLANT AND EQUIPMENT, NET

GOODWILL

TRADEMARKS AND OTHER INTANGIBLE ASSETS, NET

OTHER NONCURRENT ASSETS

TOTAL ASSETS

Liabilities and Shareholders' Equity

CURRENT LIABILITIES

Accounts payable

Accrued and other liabilities

Debt due within one year

TOTAL CURRENT LIABILITIES

LONG-TERM DEBT

DEFERRED INCOME TAXES

OTHER NONCURRENT LIABILITIES

TOTAL LIABILITIES

SHAREHOLDERS' EQUITY

Convertible Class A preferred stock, stated value $1 per share (600 shares authorized)

Non-Voting Class B preferred stock, stated value $1 per share (200 shares authorized)
Common stock, stated value $1 per share (10,000 shares authorized; shares issued:
2020 - 4,009.2, 2019 - 4,009.2)

Additional paid-in capital

Reserve for ESOP debt retirement

Accumulated other comprehensive income/(loss)

Treasury stock, at cost (shares held: 2020 - 1,529.5, 2019 - 1,504.5)

Retained earnings

Noncontrolling interest

TOTAL SHAREHOLDERS' EQUITY

16,181 $

—

4,178

1,414

674

3,410

5,498

2,130

27,987

20,692

39,901

23,792

8,328

4,239

6,048

4,951

1,289

612

3,116

5,017

2,218

22,473

21,271

40,273

24,215

6,863

$ 120,700 $ 115,095

12,071 $

11,260

9,722

11,183

32,976

23,537

6,199

11,110

73,822

897

—

9,054

9,697

30,011

20,395

6,899

10,211

67,516

928

—

4,009

64,194

4,009

63,827

(1,080)

(1,146)

(16,165)

(14,936)

(105,573)

(100,406)

100,239

357

46,878

94,918

385

47,579

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

$ 120,700 $ 115,095

See accompanying Notes to Consolidated Financial Statements.

40 The Procter & Gamble Company

Consolidated Statements of Shareholders' Equity

Dollars in millions except per
share amounts;
shares in thousands

Common Stock

Amount

Preferred
Stock

Add-
itional
Paid-In
Capital

Reserve for
ESOP Debt
Retirement

Accumu-
lated
Other
Comp-
rehensive
Income/
(Loss)

Treasury
Stock

Retained
Earnings

Non-
controlling
Interest

Total
Share-
holders'
Equity

BALANCE JUNE 30, 2017 2,553,297 $4,009 $1,006 $63,641

($1,249) ($14,632) ($93,715) $96,124

$594 $55,778

Net earnings

Other comprehensive
income/(loss)

Dividends and dividend
equivalents ($2.7860 per
share):

Common

Preferred, net of tax benefits

Treasury stock purchases

Employee stock plans

Preferred stock conversions

ESOP debt impacts

Noncontrolling interest, net

(81,439)

21,655

4,580

199

(39)

9,750

111 9,861

(117)

(2)

(119)

(7,057)

(265)

(7,004)

1,469

(7,057)

(265)

(7,004)

1,668

—

134

(113)

BALANCE JUNE 30, 2018 2,498,093 $4,009

$967 $63,846

($1,204) ($14,749) ($99,217) $98,641

$590 $52,883

Impact of adoption of new
accounting standards

Net earnings

Other comprehensive
income/(loss)

Dividends and dividend
equivalents ($2.8975 per
share):

Common

Preferred, net of tax benefits

Treasury stock purchases

Employee stock plans

Preferred stock conversions

ESOP debt impacts

Noncontrolling interest, net

(326)

(200)

(27)

(553)

3,897

69 3,966

139

140

(53,714)

55,734

4,638

(39)

(118)

(7,256)

(263)

(5,003)

3,781

(7,256)

(263)

(5,003)

3,874

—

157

(248)

(366)

BALANCE JUNE 30, 2019 2,504,751 $4,009

$928 $63,827

($1,146) ($14,936) ($100,406) $94,918

$385 $47,579

Net earnings

Other comprehensive
income/(loss)

Dividends and dividend
equivalents ($3.0284 per
share):

Common

Preferred, net of tax benefits

Treasury stock purchases

Employee stock plans

Preferred stock conversions

ESOP debt impacts

Noncontrolling interest, net

(61,346)

32,603

3,738

362

(31)

13,027

76 13,103

(1,229)

(16) (1,245)

(7,551)

(263)

(7,405)

2,212

108

(7,551)

(263)

(7,405)

2,574

—

174

(88)

BALANCE JUNE 30, 2020 2,479,746 $4,009

$897 $64,194

($1,080) ($16,165) ($105,573) $100,239

$357 $46,878

See accompanying Notes to Consolidated Financial Statements.

Consolidated Statements of Cash Flows

Amounts in millions; Years ended June 30

The Procter & Gamble Company 41

2020

2019

2018

CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF YEAR $ 4,239
OPERATING ACTIVITIES

$ 2,569

$ 5,569

Net earnings
Depreciation and amortization
Loss on early extinguishment of debt
Share-based compensation expense
Deferred income taxes
Loss/(gain) on sale of assets
Goodwill and indefinite-lived intangible impairment charges
Change in accounts receivable
Change in inventories
Change in accounts payable, accrued and other liabilities
Change in other operating assets and liabilities
Other

TOTAL OPERATING ACTIVITIES
INVESTING ACTIVITIES

Capital expenditures
Proceeds from asset sales
Acquisitions, net of cash acquired
Purchases of short-term investments
Proceeds from sales and maturities of investment securities
Change in other investments

TOTAL INVESTING ACTIVITIES
FINANCING ACTIVITIES
Dividends to shareholders
Increases/(reductions) in short-term debt
Additions to long-term debt
Reductions of long-term debt (1)
Treasury stock purchases
Impact of stock options and other
TOTAL FINANCING ACTIVITIES
EFFECT OF EXCHANGE RATE CHANGES ON CASH, CASH EQUIVALENTS
AND RESTRICTED CASH
CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH

CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF YEAR

SUPPLEMENTAL DISCLOSURE
Cash payments for interest
Cash payment for income taxes
Assets acquired through non-cash finance leases are immaterial for all periods.
(1)

Includes early extinguishment of debt costs of $346 in 2018.

13,103
3,013
—
558
(596)
7
—
634
(637)
1,923
(710)
108
17,403

3,966
2,824
—
515
(411)
(678)
8,345
(276)
(239)
1,856
(973)
313
15,242

9,861
2,834
346
395
(1,844)
(176)
—
(177)
(188)
1,385
2,000
431
14,867

(3,073)
30
(58)
—
6,151
(5)
3,045

(7,789)
2,345
4,951
(2,447)
(7,405)
1,978
(8,367)

(3,347)
394
(3,945)
(158)
3,628
(62)
(3,490)

(7,498)
(2,215)
2,367
(969)
(5,003)
3,324
(9,994)

(3,717)
269
(109)
(3,909)
3,928
27
(3,511)

(7,310)
(3,437)
5,072
(2,873)
(7,004)
1,177
(14,375)

(139)
11,942
$ 16,181

(88)
1,670
$ 4,239

19
(3,000)
$ 2,569

434
3,550

497
3,064

529
2,830

See accompanying Notes to Consolidated Financial Statements.

42 The Procter & Gamble Company

Notes to Consolidated Financial Statements

NOTE 1

SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES

Nature of Operations

The Procter & Gamble Company's (the "Company," "Procter
& Gamble," "we" or "us") business is focused on providing
branded consumer packaged goods of superior quality and
value. Our products are sold in more than 180 countries and
territories primarily
through mass merchandisers, e-
commerce, grocery stores, membership club stores, drug
stores, department stores, distributors, wholesalers, baby
stores, specialty beauty stores (including airport duty-free
stores), high-frequency stores, pharmacies, electronics stores
We have on-the-ground
and professional channels.
operations in approximately 70 countries.
Basis of Presentation

The Consolidated Financial Statements include the Company
and its controlled subsidiaries. Intercompany transactions
are eliminated.

Because of a lack of control over Venezuelan subsidiaries
caused by a number of currency and other operating controls
and restrictions, our Venezuelan subsidiaries are not
consolidated for any year presented. We account for those
subsidiaries at cost, less impairments, plus or minus
observable price changes.
Use of Estimates

lives

long-lived assets,

Preparation of financial statements in conformity with
accounting principles generally accepted in the United States
of America (U.S. GAAP) requires management to make
estimates and assumptions that affect the amounts reported
in the Consolidated Financial Statements and accompanying
disclosures. These estimates are based on management's
best knowledge of current events and actions the Company
may undertake in the future. Estimates are used in
accounting for, among other items, consumer and trade
promotion accruals, restructuring reserves, pensions, post-
employment benefits, stock options, valuation of acquired
for depreciation and
intangible assets, useful
amortization of
flows
associated with impairment testing for goodwill, indefinite-
lived intangible assets and other long-lived assets, deferred
tax assets and liabilities, uncertain income tax positions and
contingencies. Actual results may ultimately differ from
estimates, although management does not generally believe
such differences would materially affect the financial
statements in any individual year. However, in regard to
ongoing impairment testing of goodwill and indefinite-lived
intangible assets, significant deterioration in future cash flow
projections or other assumptions used in estimating fair
values versus those anticipated at the time of the initial
valuations, could result in impairment charges that materially
affect the financial statements in a given year.
Revenue Recognition

future cash

Our revenue is primarily generated from the sale of finished
product to customers. Those sales predominantly contain a

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

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. A provision for payment discounts
and product return allowances is recorded as a reduction of
sales in the same period the revenue is recognized. The
revenue recorded is presented net of sales and other taxes we
collect on behalf of governmental authorities. The revenue
includes shipping and handling costs, which generally are
included in the list price to the customer.

through various programs

Trade promotions, consisting primarily of customer pricing
allowances, merchandising funds and consumer coupons, are
offered
to customers and
consumers. Sales are recorded net of trade promotion
spending, which is recognized as incurred at the time of the
sale.
terms of
approximately one year. Accruals for expected payouts
under these programs are included as accrued marketing and
promotion in the Accrued and other liabilities line item in the
Consolidated Balance Sheets.
Cost of Products Sold

these arrangements have

Most of

Cost of products sold is primarily comprised of direct
materials and supplies consumed in the manufacturing of
product, as well as manufacturing labor, depreciation
expense and direct overhead expenses necessary to acquire
and convert the purchased materials and supplies into
finished products. Cost of products sold also includes the
cost to distribute products to customers, inbound freight
costs, internal transfer costs, warehousing costs and other
shipping and handling activity.
Selling, General and Administrative Expense

Selling, general and administrative expense (SG&A) is
primarily comprised of marketing expenses,
selling
expenses, research and development costs, administrative
and other
indirect overhead costs, depreciation and
amortization expense on non-manufacturing assets and other
miscellaneous operating items. Research and development
costs are charged to expense as incurred and were $1.8
billion in 2020, $1.9 billion in 2019 and $1.9 billion in 2018.
Advertising costs, charged to expense as incurred, include
worldwide television, print, radio, internet and in-store
advertising expenses and were $7.3 billion in 2020, $6.8
billion in 2019 and $7.1 billion in 2018. Non-advertising
related components of the Company's total marketing
spending reported in SG&A include costs associated with
consumer promotions, product sampling and sales aids.
Other Non-Operating Income, Net

Other non-operating income, net primarily includes net
acquisition and divestiture gains, net non-service costs
related to defined benefit plans, investment income and other
non-operating items.
Currency Translation

Financial statements of operating subsidiaries outside the
U.S. generally are measured using the local currency as the
those
Adjustments
functional currency.

translate

recorded

into U.S. dollars are

statements
in Other
comprehensive income (OCI). For subsidiaries operating in
highly inflationary economies, the U.S. dollar is the
Re-measurement adjustments for
functional currency.
financial statements in highly inflationary economies and
other transactional exchange gains and losses are reflected in
earnings.
Cash Flow Presentation

The Consolidated Statements of Cash Flows are prepared
using the indirect method, which reconciles net earnings to
cash flows from operating activities. Cash flows from
foreign currency transactions and operations are translated at
monthly exchange rates for each period. Cash flows from
hedging activities are included in the same category as the
items being hedged. Cash flows from derivative instruments
designated as net investment hedges are classified as
financing activities. Realized gains and losses from non-
qualifying derivative instruments used to hedge currency
exposures
financing
transactions are also classified as financing activities. Cash
flows from other derivative instruments used to manage
interest rates, commodity or other currency exposures are
classified as operating activities. Cash payments related to
income taxes are classified as operating activities.
Investments

intercompany

resulting

from

Investment securities have primarily consisted of readily
marketable debt securities. Unrealized gains or losses from
debt securities classified as trading, if any, are charged to
earnings. Unrealized gains or losses on debt securities
classified as available-for-sale are recorded in OCI. If an
available-for-sale
temporarily
impaired, the loss is charged to either earnings or OCI
depending on our intent and ability to retain the security
until we recover the full cost basis and the extent of the loss
attributable to the creditworthiness of the issuer. Debt
securities are included as Available-for-sale investment
securities and Other noncurrent assets in the Consolidated
Balance Sheets.

is other

security

than

In addition to debt securities, we hold minor equity
investments in certain companies over which we exert
significant influence, but do not control the financial and
operating decisions. These are accounted for as equity
method investments. Other equity investments that are not
controlled, and over which we do not have the ability to
exercise significant influence, and for which there is a
readily determinable market value, are recorded at fair value,
with gains and losses recorded through net earnings. Equity
investments without readily determinable fair values are
measured at cost, less impairments, plus or minus observable
price changes. Equity investments are included as Other
noncurrent assets in the Consolidated Balance Sheets.
Inventory Valuation

Inventories are valued at the lower of cost or net realizable
value. Product-related inventories are maintained on the
first-in, first-out method. The cost of spare part inventories
is maintained using the average-cost method.

The Procter & Gamble Company 43

Property, Plant and Equipment

Depreciation expense

Property, plant and equipment is recorded at cost reduced by
accumulated depreciation.
is
recognized over the assets' estimated useful lives using the
straight-line method. Machinery and equipment includes
office furniture and fixtures (15-year
life), computer
equipment and capitalized software (3- to 5-year lives) and
manufacturing equipment (3- to 20-year lives). Buildings
are depreciated over an estimated useful life of 40 years.
Estimated useful lives are periodically reviewed and, when
appropriate, changes are made prospectively. When certain
events or changes in operating conditions occur, asset lives
may be adjusted and an impairment assessment may be
performed on the recoverability of the carrying amounts.
Goodwill and Other Intangible Assets

Goodwill and indefinite-lived intangible assets are not
amortized, but are evaluated for impairment annually or
more often if indicators of a potential impairment are
present. Our annual impairment testing of goodwill is
testing of
performed separately from our
indefinite-lived intangible assets.

impairment

We have acquired brands that have been determined to have
indefinite lives. We evaluate a number of factors to
determine whether an indefinite life is appropriate, including
the 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. In addition, when certain events or changes
in operating conditions occur, an additional impairment
assessment is performed and indefinite-lived assets may be
adjusted to a determinable life.

The cost of intangible assets with determinable useful lives
is amortized to reflect the pattern of economic benefits
consumed, either on a straight-line or accelerated basis over
the estimated periods benefited. Patents, technology and
other intangible assets with contractual terms are generally
amortized over their respective legal or contractual lives.
Customer relationships, brands and other non-contractual
intangible assets with determinable lives are amortized over
periods generally ranging from 5 to 30 years. When certain
events or changes
in operating conditions occur, an
impairment assessment is performed and remaining lives of
intangible assets with determinable lives may be adjusted.

For additional details on goodwill and intangible assets see
Note 4.
Fair Values of Financial Instruments

Certain financial instruments are required to be recorded at
fair value. Changes in assumptions or estimation methods
could affect the fair value estimates; however, we do not
believe any such changes would have a material impact on
our financial condition, results of operations or cash flows.
Other financial instruments, including cash equivalents,
certain investments and short-term debt, are recorded at cost,
which approximates fair value. The fair values of long-term
debt and financial instruments are disclosed in Note 9.

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

44 The Procter & Gamble Company

New Accounting Pronouncements and Policies

NOTE 2

On July 1, 2019, we adopted ASU 2016-02, "Leases (Topic
842)." The new accounting standard requires the recognition
of right-of-use assets and lease liabilities for all long-term
leases, including operating leases, on the balance sheet. We
elected the optional transition method and adopted the new
guidance on a modified retrospective basis with no
restatement of prior period amounts. As allowed under the
new accounting standard, we elected to apply practical
expedients to carry forward the original lease determinations,
lease classifications and accounting of initial direct costs for
all asset classes at the time of adoption. The adoption did
not have a material impact on our financial statements,
resulting in an increase of approximately 1% to each of our
total assets and total liabilities on our balance sheet as of
July 1, 2019. See Note 12 for further information.

the FASB

In January 2017,
issued ASU 2017-04,
"Intangibles-Goodwill and Other (Topic 350): Simplifying
the Test for Goodwill Impairment." The standard simplifies
the accounting for goodwill impairment by requiring a
goodwill impairment to be measured using a single step
impairment model, whereby the impairment equals the
difference between the carrying amount and the estimated
fair value of the specified reporting units in their entirety.
This eliminates the second step of the current impairment
model that requires companies to first estimate the fair value
of all assets in a reporting unit and measure impairments
based on those estimated fair values and a residual
measurement approach. The new standard also specifies that
any loss recognized should not exceed the total amount of
goodwill allocated to that reporting unit. We will adopt the
standard effective July 1, 2020. The impact of the new
standard will be dependent on the specific facts and
circumstances of future individual impairments, if any.

In March 2020, the FASB issued ASU 2020-04, "Reference
Rate Reform (Topic 848): Facilitation of the Effects of
Reference Rate Reform on Financial Reporting." The
amendments provide optional guidance for a limited time to
ease the potential burden in accounting for reference rate
reform. The new guidance provides optional expedients and
exceptions for applying U.S. GAAP to contracts, hedging
relationships and other transactions affected by reference
rate reform if certain criteria are met. The amendments
apply only to contracts and hedging relationships that
reference LIBOR or another reference rate expected to be
discontinued due
These
reference
amendments are effective immediately and may be applied
prospectively to contract modifications made and hedging
into or evaluated on or before
relationships entered
December 31, 2022. We are currently evaluating our
contracts and the optional expedients provided by the new
standard.
No other new accounting pronouncements issued or effective
during the fiscal year or in future years had, or are expected
to have, a material impact on our Consolidated Financial
Statements.

reform.

rate

SEGMENT INFORMATION

Under U.S. GAAP, our operating segments are aggregated
into five reportable segments: 1) Beauty, 2) Grooming, 3)
Health Care, 4) Fabric & Home Care and 5) Baby, Feminine
& Family Care. Our five reportable segments are comprised
of:

•

Beauty: Hair Care (Conditioner, Shampoo, Styling
Aids, Treatments);
Personal Care
Skin
(Antiperspirant and Deodorant, Personal Cleansing,
Skin Care);

and

Grooming: Shave Care (Female Blades & Razors, Male
Blades & Razors, Pre- and Post-Shave Products, Other
Shave Care); Appliances

Care);

Personal Health

Health Care: Oral Care (Toothbrushes, Toothpaste,
Other Oral
Care
(Gastrointestinal, Rapid Diagnostics, Respiratory,
Vitamins/Minerals/Supplements, Pain Relief, Other
Personal Health Care);
Fabric & Home Care: Fabric Care (Fabric Enhancers,
Laundry Additives, Laundry Detergents); Home Care
(Air Care, Dish Care, P&G Professional, Surface Care);
and

Baby, Feminine & Family Care: Baby Care (Baby
Wipes, Taped Diapers and Pants); Feminine Care (Adult
Incontinence, Feminine Care); Family Care (Paper
Towels, Tissues, Toilet Paper).

While none of our reportable segments are highly seasonal,
components within certain reportable segments, such as
Appliances (Grooming) and Personal Health Care (Health),
are seasonal.

The accounting policies of the segments are generally the
same as those described in Note 1. Differences between
these policies and U.S. GAAP primarily reflect income
taxes, which are reflected in the segments using applicable
blended statutory rates. Adjustments to arrive at our
effective tax rate are included in Corporate, including the
impacts from the U.S. Tax Act in fiscal 2018 (see Note 5).

Corporate includes certain operating and non-operating
activities that are not reflected in the operating results used
internally to measure and evaluate the businesses, as well as
items to adjust management reporting principles to U.S.
GAAP. Operating activities in Corporate include the results
of incidental businesses managed at the corporate level.
Operating elements also include certain employee benefit
costs, the costs of certain restructuring-type activities to
including
maintain
manufacturing
certain
significant asset impairment charges and other general
Corporate items. The non-operating elements in Corporate
primarily include interest expense, certain pension and other
postretirement benefit costs, certain acquisition and
divestiture gains, interest and investing income and other
financing costs.
Total assets for the reportable segments include those assets
managed by the reportable segment, primarily inventory,

cost
competitive
and workforce

structure,
optimization,

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

fixed assets and intangible assets. Other assets, primarily
cash, accounts receivable, investment securities, leased
assets and goodwill, are included in Corporate.

Our operating segments are comprised of similar product
categories. Operating segments that individually accounted
for 5% or more of consolidated net sales are as follows:

% of Net sales by operating segment (1)

Years ended June 30
Fabric Care
Baby Care
Home Care
Skin and Personal Care
Hair Care
Family Care
Oral Care
Shave Care
Feminine Care
Personal Health Care
All Other
TOTAL
(1) % of Net sales by operating segment excludes sales held in

2019
22%
12%
10%
10%
10%
9%
8%
8%
6%
4%
1%
100% 100%

2018
22%
13%
10%
9%
10%
8%
8%
8%
6%
4%
2%
100%

2020
22%
11%
11%
10%
9%
9%
8%
7%
6%
5%
2%

The Procter & Gamble Company 45

Net sales and long-lived assets in the United States and
internationally were as follows (in billions):

Years ended June 30

2020

2019

2018

NET SALES

United States

International

LONG-LIVED ASSETS (1)

$ 31.3 $ 28.6 $ 27.3

$ 39.7 $ 39.1 $ 39.5

United States

$ 9.9 $ 10.0 $ 9.7

(1)

$ 10.8 $ 11.3 $ 10.9
International
Long-lived assets consists of property, plant and equipment.
No country, other than the United States, exceeds 10% of the
consolidated net sales or long-lived assets.

Our largest customer, Walmart Inc. and its affiliates,
accounted for consolidated net sales of approximately 15%
in 2020, 2019 and 2018. No other customer represents more
than 10% of our consolidated net sales.

Corporate.

Global Segment Results

Net Sales

Earnings/(Loss)
Before
Income Taxes

Net Earnings
/(Loss)

Depreciation
and
Amortization

Total
Assets

Capital
Expenditures

BEAUTY

GROOMING

HEALTH CARE

FABRIC & HOME CARE

BABY, FEMININE &
FAMILY CARE

CORPORATE (1)

TOTAL COMPANY

2020

2019

2018

2020

2019

2018

2020

2019

2018

2020

2019

2018

2020

2019

2018

2020

2019
2018

2020

2019

2018

$ 13,359 $

3,437 $

2,737 $

320 $ 5,531 $

12,897

12,406

6,069

6,199

6,551

9,028

8,218

7,857

23,735

22,080

21,441

18,364

17,806

18,080

395

484
497

3,282

3,042

1,613

1,777

1,801

2,156

1,984

1,922

5,426

4,601

4,191

4,534

3,593

3,527

2,637

2,320

1,329

1,529

1,432

1,652

1,519

1,283

4,154

3,518

2,708

3,465

2,734

2,251

272

236

5,362

4,709

406

20,589

429

20,882

447

22,609

350

294

230

605

557

534

839

861

899

7,726

7,708

5,254

7,745

7,620

7,295

8,628

9,271

9,682

(1,332)

(9,168)
(1,157)

(234)

(7,971)
(133)

493

70,481

411
488

64,252
68,761

$ 70,950 $

15,834 $

13,103 $

3,013 $ 120,700 $

67,684

66,832

6,069

13,326

3,966

9,861

2,824

115,095

2,834

118,310

397

634

766

305

367

364

338

363

330

887

984

1,020

764

819

1,016

382

180
221

3,073

3,347

3,717

(1)

The Corporate reportable segment includes the $8.3 billion non-cash before-tax ($8.0 billion after-tax) goodwill and intangible asset impairment charge in
fiscal 2019. For additional details on goodwill and intangible assets see Note 4.

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

46 The Procter & Gamble Company

NOTE 3

SUPPLEMENTAL FINANCIAL INFORMATION

The components of property, plant and equipment were as
follows:

As of June 30

2020

2019

PROPERTY, PLANT AND EQUIPMENT

Buildings

Machinery and equipment

Land

Construction in progress
TOTAL PROPERTY, PLANT
AND EQUIPMENT

Accumulated depreciation
PROPERTY, PLANT AND
EQUIPMENT, NET

$ 7,700 $ 7,746

33,260

32,263

777

2,034

805

2,579

43,771

43,393

(23,079) (22,122)

$ 20,692 $ 21,271

Selected components of current and noncurrent liabilities
were as follows:

As of June 30

2020

2019

ACCRUED AND OTHER LIABILITIES - CURRENT

Marketing and promotion

$ 3,531 $ 4,299

In fiscal 2017, the Company announced specific elements of
an additional incremental multi-year productivity and cost
savings plan to further reduce costs in the areas of supply
chain, certain marketing activities and overhead expenses.
This program is resulting in incremental targeted enrollment
reductions, along with further optimization of the supply
chain and other manufacturing processes.

Restructuring costs incurred consist primarily of costs to
separate employees, asset-related costs to exit facilities and
other costs. The Company incurred total restructuring
charges of $782 and $754 for the years ended June 30, 2020
and 2019, respectively. Of the charges incurred for fiscal
year 2020, $155 were recorded in SG&A, $614 in Costs of
products sold, and $13 in Other non-operating income/
(expense), net. Of the charges incurred for fiscal year 2019,
$213 were recorded in SG&A, $521 in Costs of products
sold, and $20 in Other non-operating income/(expense), net.
The following table presents restructuring activity for the
years ended June 30, 2020 and 2019:

Separations

Asset-
Related
Costs

Other

Total

RESERVE
JUNE 30, 2018

259 $ — $ 254 $ 513

1,921

1,623

Charges

260

252

242

754

Compensation expenses

Restructuring reserves

Taxes payable

Other

TOTAL

472

693

468

341

3,105

2,323

$ 9,722 $ 9,054

OTHER NONCURRENT LIABILITIES

Pension benefits

$ 6,223 $ 5,622

Other postretirement benefits

U.S. Tax Act transitional tax payable

Uncertain tax positions

Long term operating leases
Other

965

2,121

580

652
569

1,098

2,343

472

—
676

TOTAL

$ 11,110 $ 10,211

RESTRUCTURING PROGRAM

restructuring-type activities

The Company has historically incurred an ongoing annual
to maintain a
level of
competitive cost structure, including manufacturing and
workforce optimization. Before-tax costs incurred under the
ongoing program have generally ranged from $250 to $500
In fiscal 2012, the Company initiated an
annually.
incremental restructuring program (covering fiscal 2012
through 2017) as part of a productivity and cost savings plan
to reduce costs in the areas of supply chain, research and
development, marketing activities and overhead expenses.
The productivity and cost savings plan was designed to
accelerate cost reductions by streamlining management
decision making, manufacturing and other work processes in
order to help fund the Company's growth strategy.

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

Cash spent
Charges against
assets
RESERVE
JUNE 30, 2019

Charges

Cash spent
Charges against
assets
RESERVE
JUNE 30, 2020

Separation Costs

(239) —

(308)

(547)

—

(252) —

(252)

280 —

221

372

188

189

468

782

(216) —

(190)

(406)

—

(372) —

(372)

285 $ — $ 187 $ 472

relate

severance packages

Employee separation charges for the years ended June 30,
for
to
2020 and 2019
approximately 1,200 and 1,810 employees, respectively.
The packages were primarily voluntary and the amounts
were calculated based on salary levels and past service
periods. Severance costs related to voluntary separations are
generally charged to earnings when the employee accepts the
offer.
Asset-Related Costs

Asset-related costs consist of both asset write-downs and
accelerated depreciation. Asset write-downs relate to the
establishment of a new fair value basis for assets held-for-
sale or for disposal. These assets were written down to the
lower of their current carrying basis or amounts expected to
be realized upon disposal, less minor disposal costs.
Charges for accelerated depreciation relate to long-lived
assets that will be taken out of service prior to the end of
their normal service period. These assets relate primarily to

consolidations

manufacturing
technology
standardizations. The asset-related charges will not have a
significant impact on future depreciation charges.
Other Costs

and

Other restructuring-type charges are incurred as a direct
result of the restructuring program. Such charges primarily
include asset removal and termination of contracts related to
supply chain optimization.

for ongoing
Consistent with our historical policies
restructuring-type activities,
restructuring program
charges are funded by and included within Corporate for
both management and segment reporting. Accordingly, all
of the charges under the program are included within the
Corporate reportable segment.

the

The Procter & Gamble Company 47

However, for information purposes, the following table
summarizes the total restructuring costs related to our
reportable segments:

Years ended June 30

2020

2019

2018

Beauty

Grooming

Health Care

54 $

49 $

102

136

115

Fabric & Home Care
Baby, Feminine & Family
Care
Corporate (1)
Total Company
754 $ 1,070
(1) Corporate includes costs related to allocated overheads, including
charges related to our Enterprise Markets, Global Business Services
and Corporate Functions activities.

782 $

307

226

223

192

289

547

NOTE 4
GOODWILL AND INTANGIBLE ASSETS

The change in the net carrying amount of goodwill by reportable segment was as follows:

Beauty

Grooming

Health
Care

Fabric &
Home
Care

Baby,
Feminine
& Family
Care

Corporate

Total
Company

BALANCE AT JUNE 30, 2018 - NET (1)

$ 12,992 $ 19,820 $ 5,929 $ 1,865 $ 4,569 $ — $ 45,175

Acquisitions and divestitures

Goodwill impairment charges

Translation and other

132

—

2,084

—

(6,783)

(139)

(156)

—

(41)

—

(16)

—

(46)

—

2,279

—

(6,783)

—

(398)

BALANCE AT JUNE 30, 2019 - NET (1)

12,985 12,881

7,972

1,855

4,580

— 40,273

Acquisitions and divestitures

Translation and other

(1)

(82)

—

(66)

(46)

(140)

—

(14)

(28)

—

(42)

(330)

BALANCE AT JUNE 30, 2020 - NET (1)
$ 12,902 $ 12,815 $ 7,786 $ 1,841 $ 4,557 $ — $ 39,901
(1) Grooming goodwill balance is net of $1.2 billion accumulated impairment losses as of June 30, 2018 and $7.9 billion as of June 30, 2019

and 2020.

Goodwill and indefinite-lived intangibles are tested for
impairment at least annually by comparing the estimated fair
values of our reporting units and underlying indefinite-lived
intangible assets to their respective carrying values. We
typically use an income method to estimate the fair value of
these assets, which is based on forecasts of the expected
future cash flows attributable to the respective assets.
Significant estimates and assumptions inherent in the
valuations reflect a consideration of other marketplace
participants, and include the amount and timing of future
rates and
(including expected growth
cash
profitability). Estimates utilized in the projected cash flows
include consideration of macroeconomic conditions, overall
category growth
cost
containment and margin expansion, Company business
plans, the underlying product or technology life cycles,
economic barriers to entry, a brand's relative market position
and
flows.
Unanticipated market or macroeconomic events and

the discount

rate applied

competitive

the cash

activities,

flows

rates,

circumstances may occur, which could affect the accuracy or
validity of the estimates and assumptions.
We believe the estimates and assumptions utilized in our
impairment testing are reasonable and are comparable to
those that would be used by other marketplace participants.
However, actual events and results could differ substantially
from those used in our valuations. To the extent such factors
result in a failure to achieve the level of projected cash flows
initially used to estimate fair value for purposes of
establishing or subsequently impairing the carrying amount
of goodwill and related intangible assets, we may need to
record additional non-cash impairment charges in the future.

The change in goodwill during fiscal 2020 primarily reflects
opening balance sheet adjustments from the prior year
acquisition of
(OTC) healthcare
business of Merck KGaA (Merck OTC) in the Health Care
reportable segment (see Note 14) and currency translation
across all reportable segments.

the over-the-counter

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

48 The Procter & Gamble Company

During fiscal 2019, we determined that the estimated fair
value of our Shave Care reporting unit was less than its
carrying value. We also determined that the estimated fair
value of the Gillette indefinite-lived intangible asset was less
than its carrying value. As a result, we recorded non-cash
impairment charges for both assets. These reductions were
due in large part to significant currency devaluations in a
number of countries relative to the U.S. dollar, a deceleration
of category growth caused by changing grooming habits,
primarily in the developed markets, and an increased
competitive market environment in the U.S. and certain other
markets, which collectively resulted in reduced cash flow
projections. A non-cash, before and after-tax impairment
charge of $6.8 billion was recognized to reduce the carrying
amount of goodwill for the Shave Care reporting unit.
Additionally, a non-cash, before-tax impairment charge of
$1.6 billion ($1.2 billion after-tax) was recognized to reduce
the carrying amount of the Gillette indefinite-lived intangible
asset to its estimated fair value as of June 30, 2019.

During fiscal 2019, the Company completed the acquisition
of the healthcare business of Merck OTC, which is included
in the Health Care reportable segment (see Note 14), along
with other minor acquisitions in the Beauty, the Baby,
Feminine & Family Care and the Fabric & Home Care
reportable segments. These goodwill increases were partially
offset by the divestiture of the Teva portion of the PGT
business in the Health Care reportable segment and currency
translation in fiscal 2019.

Identifiable intangible assets were comprised of:

2020

2019

Gross
Carrying
Amount

Accumulated
Accumulated
As of June 30
Amortization
Amortization
INTANGIBLE ASSETS WITH DETERMINABLE LIVES

Gross
Carrying
Amount

Brands

$ 3,820 $

(2,347) $ 3,836 $

(2,160)

Patents and
technology

2,776

(2,513)

2,776

(2,434)

Customer
relationships 1,752

(778)

1,787

Other
TOTAL

143
$ 8,491 $

(92)

145
(5,730) $ 8,544 $

(691)

(91)
(5,376)

INTANGIBLE ASSETS WITH INDEFINITE LIVES

Brands

21,031

—

21,047

—

TOTAL

$ 29,522 $

(5,730) $ 29,591 $

(5,376)

Amortization expense of intangible assets was as follows:

Years ended June 30

2020

2019

2018

Intangible asset amortization

$ 360 $ 349 $ 302

Estimated amortization expense over the next five fiscal
years is as follows:

Years ending June 30
Estimated
amortization expense

2021

2022

2023

2024

2025

$ 310 $ 291 $ 280 $ 268 $ 250

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

NOTE 5

INCOME TAXES

Income taxes are recognized for the amount of taxes payable
for the current year and for the impact of deferred tax assets
and liabilities, which represent future tax consequences of
events that have been recognized differently in the financial
statements than for tax purposes. Deferred tax assets and
liabilities are established using the enacted statutory tax rates
and are adjusted for any changes in such rates in the period
of change.

On December 22, 2017, the U.S. government enacted
comprehensive tax legislation commonly referred to as the
Tax Cuts and Jobs Act (the U.S. Tax Act). The U.S. Tax
Act significantly revised the future ongoing U.S. corporate
income tax by, among other things, lowering the U.S.
corporate income tax rates and implementing a hybrid
territorial tax system. As the Company has a June 30 fiscal
year-end, the lower corporate income tax rate was phased in,
resulting in a U.S. statutory federal rate of approximately
28% for our fiscal year ended June 30, 2018, and 21% for
subsequent fiscal years. However, the U.S. Tax Act
eliminated the domestic manufacturing deduction and moved
to a hybrid territorial system, which also largely eliminated
the ability to credit certain foreign taxes that existed prior to
enactment of the U.S. Tax Act.

There were also certain transitional impacts of the U.S. Tax
Act. As part of the transition to the new hybrid territorial tax
system, the U.S. Tax Act imposed a one-time repatriation tax
on deemed repatriation of historical earnings of foreign
subsidiaries. In addition, the reduction of the U.S. corporate
tax rate caused us to adjust our U.S. deferred tax assets and
liabilities to the lower federal base rate of 21%. These
transitional impacts resulted in a provisional net charge of
$602 for the fiscal year ended June 30, 2018, comprised of
tax charge of $3.8 billion
an estimated repatriation
foreign
taxes and
repatriation
(comprised of U.S.
withholding taxes) and an estimated net deferred tax benefit
of $3.2 billion. The transitional impact was finalized during
the fiscal year ended June 30, 2019, with no significant
impact on income tax expense.

Any legislative changes, as well as any other new or
proposed Treasury regulations to address questions that arise
because of the U.S. Tax Act, may result in additional income
tax impacts which could be material in the period any such
changes are enacted.

Income

Intangible Low-Taxed

The Global
(GILTI)
provision of the U.S. Tax Act requires the Company to
include in its U.S. Income tax return foreign subsidiary
earnings in excess of an allowable return on the foreign
subsidiary's tangible assets. An accounting policy election is
available to account for the tax effects of GILTI either as a
current period expense when incurred, or to recognize
deferred taxes for book and tax basis differences expected to
reverse as GILTI in future years. We have elected to account
for the tax effects of GILTI as a current period expense when
incurred.

Earnings before income taxes consisted of the following:

Years ended June 30

2020

2019

2018

United States

International

TOTAL

$ 10,338 $ 1,659 $ 9,277

5,496

4,410

4,049

$ 15,834 $ 6,069 $ 13,326

Income taxes consisted of the following:

Years ended June 30

2020

2019

2018

CURRENT TAX EXPENSE

U.S. federal

International

$ 1,266 $ 1,064 $ 3,965

1,769

1,259

1,131

U.S. state and local

292

191

213

3,327

2,514

5,309

DEFERRED TAX EXPENSE/(BENEFIT)

U.S. federal

(296) (1,989)

International and other

(635)

(115)

145

(596)

(411) (1,844)

TOTAL TAX EXPENSE $ 2,731 $ 2,103 $ 3,465

A reconciliation of the U.S. federal statutory income tax rate
to our actual effective income tax rate is provided below:

2020

2019

2018

21.0 % 21.0 % 28.1 %

The Procter & Gamble Company 49

Excess tax benefits from the exercise of stock options reflect
the excess of actual tax benefits received on employee
exercises of stock options and other share-based payments
(which generally equals the income taxable to the employee)
over the amount of tax benefits that were calculated at the
grant dates of such instruments.

Tax benefits credited to shareholders' equity totaled $18 for
the year ended June 30, 2020. This primarily relates to the
tax effects of certain adjustments to pension obligations and
unrealized foreign exchange losses recorded in stockholders'
equity, partially offset by the tax effects of net investment
hedges. Tax costs charged to shareholders' equity totaled
$80 for the year ended June 30, 2019. This primarily relates
to the tax effects of net investment hedges and certain
adjustments to pension obligations recorded in stockholders'
equity.

Prior to the passage of the U.S. Tax Act, the Company
asserted that substantially all of the undistributed earnings of
its foreign subsidiaries were considered indefinitely invested
and accordingly, no deferred taxes were provided. Pursuant
to the provisions of the U.S. Tax Act, these earnings were
subjected to a one-time transition tax. This charge included
taxes for all U.S. income taxes and for the related foreign
withholding taxes for the portion of those earnings which are
no longer considered indefinitely invested. We have not
provided deferred taxes on approximately $19 billion of
earnings that are considered permanently reinvested.

A reconciliation of the beginning and ending liability for
uncertain tax positions is as follows:

(0.1) % (0.5) % (4.7) %

Years ended June 30

2020

2019

2018

1.4 % 2.6 %

1.4 %

(1.6) % (3.8) % (0.4) %

(1.4) %

— %

(1.0) % (2.2) %

— %

0.1 % (0.3) % (0.3) %

BEGINNING OF YEAR $
Increases in tax positions
for prior years
Decreases in tax positions
for prior years
Increases in tax positions
for current year
Settlements with taxing
authorities
Lapse in statute of
limitations

Currency translation

466 $

470 $

465

(21)

(94)

(38)

(83)

(37)

(45)

(12)

(27)

(7)

(2)

(20)

(5)

— % 22.8 %

— %

END OF YEAR

485 $

466 $

470

Years ended June 30
U.S. federal statutory
income tax rate
Country mix impacts of
foreign operations
State income taxes, net of
federal benefit

Excess tax benefits from
the exercise of stock
options
Tax benefit from
simplification of legal
entity structure
Foreign derived intangible
income deduction (FDII)
Changes in uncertain tax
positions

Goodwill impairment
Net transitional impact of
U.S. Tax Act

Other
EFFECTIVE INCOME
TAX RATE

— %

4.5 %

(1.2) % (4.9) % (2.6) %

17.2 % 34.7 % 26.0 %

Country mix impacts of foreign operations includes the
effects of foreign subsidiaries' earnings taxed at rates other
than the U.S. statutory rate, the U.S. tax impacts of non-U.S.
earnings repatriation and any net impacts of intercompany
transactions. Changes in uncertain tax positions represent
changes in our net liability related to prior year tax positions.

Included in the total liability for uncertain tax positions at
June 30, 2020 is $278 that, depending on the ultimate
resolution, could impact the effective tax rate in future
periods.

The Company is present in approximately 70 countries and
over 150 taxable jurisdictions and, at any point in time, has
40-50 jurisdictional audits underway at various stages of
completion. We evaluate our tax positions and establish
liabilities for uncertain tax positions that may be challenged
by local authorities and may not be fully sustained, despite
our belief that the underlying tax positions are fully
supportable. Uncertain tax positions are reviewed on an

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

50 The Procter & Gamble Company

tax

progress

including

ongoing basis and are adjusted in light of changing facts and
circumstances,
audits,
developments in case law and the closing of statutes of
limitation. Such adjustments are reflected in the tax
provision as appropriate. We have tax years open ranging
from 2008 and forward. We are generally not able to
reliably estimate the ultimate settlement amounts until the
close of the audit. Based on information currently available,
we anticipate that over the next 12-month period, audit
activity could be completed related to uncertain tax positions
in multiple jurisdictions for which we have accrued existing
liabilities of approximately $60, including interest and
penalties.

We recognize the additional accrual of any possible related
interest and penalties relating to the underlying uncertain tax
position in income tax expense. As of June 30, 2020, 2019
and 2018, we had accrued interest of $141, $133 and $99
and accrued penalties of $17, $17 and $15, respectively,
which are not included in the above table. During the fiscal
years ended June 30, 2020, 2019 and 2018, we recognized
$39, $40 and $22 in interest expense and $1, $2 and $5 in
penalties expense, respectively.

Deferred income tax assets and liabilities were comprised of
the following:

As of June 30

2020

2019

DEFERRED TAX ASSETS

Pension and postretirement benefits $ 1,602 $ 1,591

Loss and other carryforwards

Stock-based compensation

Accrued marketing and promotion

Fixed assets

Lease liabilities
Unrealized loss on financial and
foreign exchange transactions

Inventory

Accrued interest and taxes

Other

Valuation allowances

TOTAL

875

398

353

218

190

829

1,007

421

334

232

—

931

(486)

(442)

$ 4,090 $ 4,203

DEFERRED TAX LIABILITIES

Goodwill and intangible assets

$ 5,775 $ 6,506

Fixed assets

Lease right-of-use assets
Unrealized gain on financial and
foreign exchange transactions
Foreign withholding tax on earnings
to be repatriated

Other

TOTAL

1,485

185

1,413

—

169

118

366

147

239

351

$ 8,098 $ 8,656

Net operating loss carryforwards were $2.9 billion at
June 30, 2020 and $3.5 billion at June 30, 2019. If unused,
approximately $900 will expire between 2020 and 2039.
The remainder, totaling $2.0 billion at June 30, 2020, may be
carried forward indefinitely.

NOTE 6

EARNINGS PER SHARE

Basic net earnings per common share are calculated by dividing Net earnings attributable to Procter & Gamble less preferred
dividends (net of related tax benefits) by the weighted average number of common shares outstanding during the year. For
fiscal years 2020 and 2018, Diluted net earnings per common share are calculated by dividing Net earnings attributable to
Procter & Gamble by the diluted weighted average number of common shares outstanding during the year. The diluted shares
include the dilutive effect of stock options and other stock-based awards based on the treasury stock method (see Note 7) and
the assumed conversion of preferred stock (see Note 8).

For fiscal year 2019, Diluted net earnings per common share do not include the assumed conversion of preferred stock because
to do so would have been antidilutive, due to the lower Net earnings driven by the Shave Care impairment charges (see Note 4).
Therefore, Diluted net earnings per common share are calculated by dividing Net earnings attributable to Procter & Gamble less
preferred dividends (net of related tax benefit) by the diluted weighted average number of common shares outstanding during
the year. The diluted shares include the dilutive effect of stock options and other stock-based awards based on the treasury
stock method.

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

Net earnings per share were calculated as follows:

Years ended June 30

CONSOLIDATED AMOUNTS

Net earnings

Less: Net earnings attributable to noncontrolling interests

Net earnings attributable to P&G

Less: Preferred dividends, net of tax

The Procter & Gamble Company 51

2020

2019

2018

$ 13,103 $ 3,966 $ 9,861

13,027

263

3,897

263

111

9,750

265

Net earnings attributable to P&G available to common shareholders (Basic)

$ 12,764 $ 3,634 $ 9,485

Net earnings attributable to P&G available to common shareholders (Diluted)

$ 13,027 $ 3,634 $ 9,750

SHARES IN MILLIONS

Basic weighted average common shares outstanding

2,487.1

2,503.6

2,529.3

Add: Effect of dilutive securities

Impact of stock options and other unvested equity awards (1)
Conversion of preferred shares (2)

Diluted weighted average common shares outstanding

NET EARNINGS PER SHARE (3)
Basic

52.7

86.0

35.9

—

32.5

94.9

2,625.8

2,539.5

2,656.7

5.13 $

1.45 $

3.75

3.67
Diluted
(1) Weighted average outstanding stock options of approximately 6 million in 2020, 13 million in 2019 and 48 million in 2018 were not
included in the Diluted net earnings per share calculation because the options were out of the money or to do so would have been
antidilutive (i.e., the assumed proceeds upon exercise would have exceeded the market value of the underlying common shares).

1.43 $

4.96 $

(2) Despite being included in Diluted net earnings per common share, the actual conversion to common stock occurs when the preferred
shares are sold. Shares may only be sold after being allocated to the ESOP participants pursuant to the repayment of the ESOP's
obligations through 2035. In fiscal year 2019, weighted average outstanding preferred shares of 90 million were not included in the
Diluted net earnings per share calculation because to do so would have been antidilutive, due to lower Net earnings driven by the Shave
Care impairment charges (see Note 4).

(3) Net earnings per share are calculated on Net earnings attributable to Procter & Gamble.

NOTE 7

STOCK-BASED COMPENSATION

The Company has two primary stock-based compensation
programs under which we annually grant stock option,
restricted stock unit (RSU) and performance stock unit
(PSU) awards to key managers and directors.

In our main long-term incentive program, key managers can
elect to receive options or RSUs. All options vest after three
years and have a 10-year life. Exercise prices on options are
set equal to the market price of the underlying shares on the
date of the grant. Effective in fiscal year 2017, RSUs vest
and settle in shares of common stock three years from the
grant date. RSUs granted prior to fiscal year 2017 vest and
settle in shares of common stock five years from the grant
date.

Senior-level executives participate in an additional long-term
incentive program that awards PSUs, which are paid in
shares after the end of a three-year performance period
subject to pre-established performance goals. Effective in
fiscal year 2019, we added a Relative Total Shareholder
Return (R-TSR) modifier to the PSUs, under which the
number of shares ultimately granted is also impacted by the
to our
Company's actual shareholder
consumer products competitive peer set.

relative

return

In addition to these long-term incentive programs, we award
RSUs to the Company's non-employee directors and make
other minor stock option and RSU grants to employees for
which the terms are not substantially different from our long-
term incentive awards.

A total of 150 million shares of common stock were newly
authorized for issuance under the stock-based compensation
plan approved by shareholders in 2019. Additionally, the
number of shares available for award under the 2019 plan
includes 37 million previously authorized but not awarded
under the shareholders approved plan in 2014 plus any
shares of Common Stock subject to outstanding awards
under the 2014 Plan that are forfeited, cancelled or otherwise
terminated without the issuance of shares of Common Stock
as set forth in the 2019 Plan. A total of 166 million shares
remain available for grant under the 2019 plan.

The Company recognizes stock-based compensation expense
based on the fair value of the awards at the date of grant.
The fair value is amortized on a straight-line basis over the
requisite service period. Awards to employees eligible for
retirement prior to the award becoming fully vested are
recognized as compensation expense from the grant date
through the date the employee first becomes eligible to retire
and is no longer required to provide services to earn the

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

52 The Procter & Gamble Company

award. Stock-based compensation expense is included as
part of Cost of products sold and SG&A in the Consolidated
Statement of Earnings and
includes an estimate of
forfeitures, which is based on historical data. Total expense
and related tax benefit were as follows:

Years ended June 30
Stock options

RSUs and PSUs

Total stock-based expense

2018

2020

2019
$ 249 $ 246 $ 220
309
175
269
$ 558 $ 515 $ 395

Income tax benefit

$ 97 $ 101 $ 87

We utilize an industry standard lattice-based valuation model
to calculate the fair value for stock options granted.
Assumptions utilized in the model, which are evaluated and
revised to reflect market conditions and experience, were as
follows:

Years ended June 30

2020

2019

2018

Interest rate
Weighted average
interest rate

Dividend yield
Expected
volatility
Expected life in
years

1.1 - 1.4 % 2.5 - 2.7 % 1.9 - 2.9 %

1.3 %

2.4 %

17 %

9.2

2.6 %

3.0 %

17 %

9.2

2.8 %

3.1 %

18 %

9.2

Lattice-based option valuation models incorporate ranges of
assumptions for inputs and those ranges are disclosed in the
preceding table. Expected volatilities are based on a
combination of historical volatility of our stock and implied
volatilities of call options on our stock. We use historical
data to estimate option exercise and employee termination
patterns within the valuation model. The expected life of
options granted is derived from the output of the option
valuation model and represents the average period of time
that options granted are expected to be outstanding. The
interest rate for periods within the contractual life of the
options is based on the U.S. Treasury yield curve in effect at
the time of grant.

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

A summary of options outstanding under the plans as of
June 30, 2020 and activity during the year then ended is
presented below:

Weighted
Average
Exercise
Price

Weighted
Average
Contract-
ual Life in
Years

Aggregate
Intrinsic
Value

Options (in
thousands)

164,741 $ 79.59
14,277 115.01
(28,722) 70.34

Options

Outstanding,
beginning of year
Granted
Exercised

Forfeited/expired

(424) 83.23

OUTSTANDING,
END OF YEAR

149,872 $ 84.71

EXERCISABLE 102,702 $ 79.54

5.5 $ 5,241

4.2 $ 4,111

The following table provides additional information on stock
options:

Years ended June 30

2020

2019

2018

Weighted average grant-date fair
value of options granted

$ 15.60 $ 13.60 $ 11.89

Intrinsic value of options
exercised

Grant-date fair value of options
that vested

Cash received from options
exercised

Actual tax benefit from options
exercised

1,455

1,770

500

217

180

209

2,019

3,381

1,245

298

221

127

At June 30, 2020, there was $171 of compensation cost that
has not yet been recognized related to stock option grants.
That cost is expected to be recognized over a remaining
weighted average period of 2.0 years.

A summary of non-vested RSUs and PSUs outstanding
under the plans as of June 30, 2020 and activity during the
year then ended is presented below:

RSUs

PSUs

Units (in
thousands)

Weighted
Average
Grant Date
Fair Value

Units (in
thousands)

Weighted
Average
Grant Date
Fair Value

5,493 $ 84.00
1,516 114.44
88.61
(2,376)
84.61
(135)

1,295 $ 92.98
562 123.52
79.64
(799)
94.94
(10)

RSU and PSU
awards
Non-vested at
July 1, 2019
Granted
Vested
Forfeited

Non-vested at
June 30, 2020

4,498 $ 92.15

1,048 $ 117.02

At June 30, 2020, there was $251 of compensation cost that
has not yet been recognized related to RSUs and PSUs. That
cost is expected to be recognized over a remaining weighted
average period of 1.9 years. The total grant date fair value of
shares vested was $264, $205 and $175 in 2020, 2019 and
2018, respectively.
The Company settles equity issuances with treasury shares.
We have no specific policy to repurchase common shares to

mitigate the dilutive impact of options, RSUs and PSUs.
However, we have historically made adequate discretionary
purchases, based on cash availability, market trends and
other factors, to offset the impacts of such activity.

NOTE 8

POSTRETIREMENT BENEFITS AND EMPLOYEE
STOCK OWNERSHIP PLAN

We offer various postretirement benefits to our employees.
Defined Contribution Retirement Plans

We have defined contribution plans, which cover the
majority of our U.S. employees, as well as employees in
certain other countries. These plans are fully funded. We
generally make contributions to participants' accounts based
on individual base salaries and years of service. Total global
defined contribution expense was $317, $272 and $292 in
2020, 2019 and 2018, respectively.

The primary U.S. defined contribution plan (the U.S. DC
plan) comprises the majority of the expense for the
Company's defined contribution plans. For the U.S. DC
plan,
Total
contributions for this plan approximated 14% of total
participants' annual wages and salaries in 2020, 2019 and
2018.

is set annually.

the contribution

rate

The Procter & Gamble Company 53

We maintain The Procter & Gamble Profit Sharing Trust
(Trust) and Employee Stock Ownership Plan (ESOP) to
provide a portion of the funding for the U.S. DC plan and
other retiree benefits (described below). Operating details of
the ESOP are provided at the end of this Note. The fair
value of the ESOP Series A shares allocated to participants
reduces our cash contribution required to fund the U.S. DC
plan.
Defined Benefit Retirement Plans and Other Retiree
Benefits

We offer defined benefit retirement pension plans to certain
employees. These benefits relate primarily to plans outside
the U.S. and, to a lesser extent, plans assumed in previous
acquisitions covering U.S. employees.

We also provide certain other retiree benefits, primarily
health care, for the majority of our U.S. employees who
become eligible for these benefits when they meet minimum
age and service requirements. Generally, the health care
plans require cost sharing with retirees and pay a stated
percentage of expenses, reduced by deductibles and other
coverages. These benefits are primarily funded by ESOP
Series B shares and certain other assets contributed by the
Company.

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

54 The Procter & Gamble Company

Obligation and Funded Status. The following provides a reconciliation of benefit obligations, plan assets and funded status of
these defined benefit plans:

Years ended June 30
CHANGE IN BENEFIT OBLIGATION
Benefit obligation at beginning of year (3)
Service cost
Interest cost
Participants' contributions
Amendments
Net actuarial loss/(gain)
Acquisitions
Special termination benefits
Currency translation and other
Benefit payments
BENEFIT OBLIGATION AT END OF YEAR (3)

CHANGE IN PLAN ASSETS
Fair value of plan assets at beginning of year
Actual return on plan assets
Acquisitions
Employer contributions
Participants' contributions
Currency translation and other
ESOP debt impacts (4)
Benefit payments
FAIR VALUE OF PLAN ASSETS AT END OF YEAR
FUNDED STATUS
(1)

Pension Benefits (1)
2019
2020

Other Retiree Benefits (2)

2020

2019

$ 17,037 $ 15,658
259
339
12
9
1,587
49
13
(283)
(606)
$ 17,761 $ 17,037

247
276
11
3
951
—
11
(218)
(557)

664
—
180
11
(196)
—
(557)

$ 11,382 $ 11,267
739
4
178
12
(212)
—
(606)
$ 11,484 $ 11,382
$

(6,277) $

$
(5,655) $

4,964 $
100
160
74
(136)
(85)
—
2
(64)
(245)
4,770 $

5,096 $
595
—
33
74
2
63
(245)
5,618 $
848 $

4,778
101
187
76
—
37
—
8
20
(243)
4,964

3,259
1,918
—
31
76
(1)
56
(243)
5,096
132

(2)

(3)

Primarily non-U.S.-based defined benefit retirement plans.
Primarily U.S.-based other postretirement benefit plans.
For the pension benefit plans, the benefit obligation is the projected benefit obligation. For other retiree benefit plans, the benefit
obligation is the accumulated postretirement benefit obligation.

(4) Represents the net impact of ESOP debt service requirements, which is netted against plan assets for other retiree benefits.

The underfunding of pension benefits is primarily a function of the different funding incentives that exist outside of the U.S. In
certain countries, there are no legal requirements or financial incentives provided to companies to pre-fund pension obligations
prior to their due date. In these instances, benefit payments are typically paid directly from the Company's cash as they become
due.

As of June 30
CLASSIFICATION OF NET AMOUNT RECOGNIZED

Noncurrent assets

Current liabilities

Noncurrent liabilities

NET AMOUNT RECOGNIZED

Pension Benefits

Other Retiree Benefits

2020

2019

2020

2019

12 $

1,843 $

1,257

(66)

(52)

(30)

(27)

(6,223)

(5,622)

(965)

(1,098)

(6,277) $

(5,655) $

848 $

132

AMOUNTS RECOGNIZED IN ACCUMULATED OTHER COMPREHENSIVE INCOME (AOCI)

Net actuarial loss

Prior service cost/(credit)

NET AMOUNTS RECOGNIZED IN AOCI

5,662 $

5,062

572 $

198

214

(511)

5,860 $

5,276

61 $

874

(424)

450

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

The Procter & Gamble Company 55

The accumulated benefit obligation for all defined benefit pension plans was $16.5 billion and $15.8 billion as of June 30, 2020
and 2019, respectively. Pension plans with accumulated benefit obligations in excess of plan assets and plans with projected
benefit obligations in excess of plan assets consisted of the following:

As of June 30

Projected benefit obligation

Accumulated benefit obligation

Fair value of plan assets

Accumulated Benefit Obligation
Exceeds the Fair Value of Plan Assets

Projected Benefit Obligation
Exceeds the Fair Value of Plan Assets

2020

2019

2020

2019

12,095 $

11,604

17,635 $

11,196

5,994

10,711

6,026

16,377

11,347

16,304

15,096

10,630

Net Periodic Benefit Cost. Components of the net periodic benefit cost were as follows:

Years ended June 30

2020

2019

2018

2020

2019

2018

Pension Benefits

Other Retiree Benefits

AMOUNTS RECOGNIZED IN NET PERIODIC BENEFIT COST

Service cost

Interest cost

Expected return on plan assets

Amortization of net actuarial loss

Amortization of prior service cost/(credit)
Amortization of net actuarial loss/prior service cost
due to settlements and curtailments

Special termination benefits

GROSS BENEFIT COST/(CREDIT)

Dividends on ESOP preferred stock

247

276

259

339

280

348

(740)

(732)

(751)

340

166

—

225

139

—

295

—

208

—

100

160

(473)

(48)

—

(191)

(19)

101

187

(447)

(48)

—

(133)

(28)

112

177

(451)

(41)

—

(127)

(37)

NET PERIODIC BENEFIT COST/(CREDIT)

166

139

208

(210)

(161)

(164)

CHANGE IN PLAN ASSETS AND BENEFIT OBLIGATIONS RECOGNIZED IN AOCI

Net actuarial loss/(gain) - current year

$ 1,027

$ 1,580

(207)

$ (1,434)

Prior service cost/(credit) - current year

Amortization of net actuarial loss

Amortization of prior service (cost)/credit
Amortization of net actuarial loss/prior service costs
due to settlements and curtailments

Currency translation and other
TOTAL CHANGE IN AOCI
NET AMOUNTS RECOGNIZED IN PERIODIC
BENEFIT COST AND AOCI

(340)

(25)

(225)

(26)

(7)

(74)
584

(9)

(84)
1,245

(136)

(68)

—

(26)
(389)

—

(66)

—

14
(1,438)

750

$ 1,384

(599)

$ (1,599)

The service cost component of the net periodic benefit cost is included in the Consolidated Statements of Earnings in Cost of
products sold and SG&A. All other components are included in the Consolidated Statements of Earnings in Other non-
operating income/(expense), net, unless otherwise noted.

Amounts expected to be amortized from AOCI into net periodic benefit cost during the year ending June 30, 2021, are as
follows:

Net actuarial loss

Prior service cost/(credit)

Pension Benefits

Other Retiree Benefits

401 $

(59)

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

56 The Procter & Gamble Company

Assumptions. We determine our actuarial assumptions on an annual basis. These assumptions are weighted to reflect each
country that may have an impact on the cost of providing retirement benefits. The weighted average assumptions used to
determine benefit obligations recorded on the Consolidated Balance Sheets as of June 30, were as follows: (1)

As of June 30

Discount rate

Rate of compensation increase

Health care cost trend rates assumed for next year
Rate to which the health care cost trend rate is assumed to decline (ultimate
trend rate)

Year that the rate reaches the ultimate trend rate
(1) Determined as of end of fiscal year.

Pension Benefits

Other Retiree Benefits

2020

2019

2020

2019

1.5 %

1.9 %

3.1 %

3.7 %

2.5 %

N/A

2.6 %

N/A

6.6 %

4.9 %

2026

N/A

6.6 %

4.9 %

2026

The weighted average assumptions used to determine net benefit cost recorded on the Consolidated Statement of Earnings for
the years ended June 30, were as follows: (1)

Years ended June 30

Discount rate

Expected return on plan assets

Rate of compensation increase
(1) Determined as of beginning of fiscal year.

Pension Benefits

Other Retiree Benefits

2020

2019

2018

2020

2019

2018

1.9 % 2.5 % 2.4 % 3.7 % 4.2 % 3.9 %

6.6 % 6.6 % 6.8 % 8.4 % 8.3 % 8.3 %

2.6 % 2.6 % 3.0 %

N/A

For plans that make up the majority of our obligation, the Company calculates the benefit obligation and the related impacts on
service and interest costs using specific spot rates along the corporate bond yield curve. For the remaining plans, the Company
determines these amounts utilizing a single weighted average discount rate derived from the corporate bond yield curve used to
measure the plan obligations.

Several factors are considered in developing the estimate for the long-term expected rate of return on plan assets. For the
defined benefit retirement plans, these factors include historical rates of return of broad equity and bond indices and projected
long-term rates of return obtained from pension investment consultants. The expected long-term rates of return for plan assets
are 8% - 9% for equities and 5% - 6% for bonds. For other retiree benefit plans, the expected long-term rate of return reflects
that the assets are comprised primarily of Company stock. The expected rate of return on Company stock is based on the long-
term projected return of 8.5% and reflects the historical pattern of returns.

Assumed health care cost trend rates could have a significant effect on the amounts reported for the other retiree benefit plans.
A one percentage point change in assumed health care cost trend rates would have the following effects:

Effect on the total service and interest cost components

Effect on the accumulated postretirement benefit obligation

One-Percentage
Point Increase

One-Percentage
Point Decrease

56 $

669

(43)

(543)

Plan Assets. Our investment objective for defined benefit retirement plan assets is to meet the plans' benefit obligations and to
improve plan self-sufficiency for future benefit obligations. The investment strategies focus on asset class diversification,
liquidity to meet benefit payments and an appropriate balance of long-term investment return and risk. Target ranges for asset
allocations are determined by assessing different investment risks and matching the actuarial projections of the plans' future
liabilities and benefit payments with current as well as expected long-term rates of return on the assets, taking into account
investment return volatility and correlations across asset classes. Plan assets are diversified across several investment managers
and are generally invested in liquid funds that are selected to track broad market equity and bond indices. Investment risk is
carefully controlled with plan assets rebalanced to target allocations on a periodic basis and with continual monitoring of
investment managers' performance relative to the investment guidelines established with each investment manager.

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

The Procter & Gamble Company 57

Our target asset allocation for the year ended June 30, 2020, and actual asset allocation by asset category as of June 30, 2020
and 2019, were as follows:

Target Asset Allocation

Actual Asset Allocation at June 30

Asset Category

Pension Benefits

Other Retiree
Benefits

Pension Benefits

Other Retiree Benefits

2020

2019

2020

2019

Cash

Debt securities

Equity securities

TOTAL

— %

67 %

33 %

100 %

2 %

3 %

95 %

100 %

1 %

66 %

33 %

100 %

1 %

63 %

36 %

100 %

3 %

2 %

95 %

100 %

3 %

2 %

95 %

100 %

The following table sets forth the fair value of the Company's plan assets as of June 30, 2020 and 2019 segregated by level
within the fair value hierarchy (refer to Note 9 for further discussion on the fair value hierarchy and fair value principles).
Investments valued using net asset value as a practical expedient are not valued using the fair value hierarchy, but rather valued
using the net asset value reported by the managers of the funds and as supported by the unit prices of actual purchase and sale
transactions.

As of June 30

ASSETS AT FAIR VALUE

Cash and cash equivalents

Company common stock
Company preferred stock (1)
Fixed income securities (2)
Insurance contracts (3)

Pension Benefits

Other Retiree Benefits

Fair Value
Hierarchy Level

2020

2019

Fair Value
Hierarchy Level

2020

2019

61 $

—

1,991

115

—

265

113

121 $

217

5,139

—

111

179

4,657

—

TOTAL ASSETS IN THE FAIR
VALUE HIERARCHY
Investments valued at net asset value (4)
TOTAL ASSETS AT FAIR VALUE
(1) Company preferred stock is valued based on the value of Company common stock and is presented net of ESOP debt discussed below.
(2)

$ 5,618

11,382

10,957

$ 11,484

5,489

9,317

2,167

Fixed income securities, classified as Level 2, are estimated by using pricing models or quoted prices of securities with similar
characteristics.
Fair values of insurance contracts are valued based on either their cash equivalent value or models that project future cash flows and
discount the future amounts to a present value using market-based observable inputs, including credit risk and interest rate curves. The
activity for Level 3 assets is not significant for all years presented.
Investments valued using net asset value as a practical expedient are primarily equity and fixed income collective funds.

(3)

(4)

5,096

4,948

129

425

148

Management's best estimate of cash
Cash Flows.
requirements and discretionary contributions for the defined
benefit retirement plans and other retiree benefit plans for
the year ending June 30, 2021, is $197 and $44, respectively.
Expected contributions are dependent on many variables,
including the variability of the market value of the plan
assets as compared to the benefit obligation and other market
or regulatory conditions.
In addition, we take into
consideration our business investment opportunities and
resulting cash requirements. Accordingly, actual funding
may differ significantly from current estimates.

Total benefit payments expected to be paid to participants,
which include payments funded from the Company's assets
and payments from the plans are as follows:

Years ending June 30

Pension
Benefits

Other Retiree
Benefits

EXPECTED BENEFIT PAYMENTS

2021

2022

2023

2024

2025

559 $

534

556

573

608

196

205

214

221

225

2026 - 2030

3,258

1,199

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

58 The Procter & Gamble Company

Employee Stock Ownership Plan

We maintain the ESOP to provide funding for certain
employee benefits discussed in the preceding paragraphs.

The ESOP borrowed $1.0 billion in 1989 and the proceeds
were used to purchase Series A ESOP Convertible Class A
Preferred Stock to fund a portion of the U.S. DC plan.
Principal and interest requirements of the borrowing were
paid by the Trust from dividends on the preferred shares and
from advances provided by the Company. The original
borrowing of $1.0 billion has been repaid in full, and
advances from the Company of $33 remain outstanding at
June 30, 2020. Each share is convertible at the option of the
holder into one share of the Company's common stock. The
dividend for the current year was equal to the common stock
dividend of $3.03 per share. The liquidation value is $6.82
per share.

In 1991, the ESOP borrowed an additional $1.0 billion. The
proceeds were used to purchase Series B ESOP Convertible
Class A Preferred Stock to fund a portion of retiree health
care benefits. These shares, net of the ESOP's debt, are
considered plan assets of the other retiree benefits plan
discussed above. Debt service requirements are funded by
preferred stock dividends, cash contributions and advances
provided by the Company, of which $928 are outstanding at
June 30, 2020. Each share is convertible at the option of the
holder into one share of the Company's common stock. The
dividend for the current year was equal to the common stock
dividend of $3.03 per share. The liquidation value is $12.96
per share.

including

Our ESOP accounting practices are consistent with current
ESOP accounting guidance,
the permissible
continuation of certain provisions from prior accounting
guidance. ESOP debt, which is guaranteed by the Company,
is recorded as debt (see Note 10) with an offset to the
Reserve for ESOP debt retirement, which is presented within
Shareholders' equity. Advances to the ESOP by the
Company are recorded as an increase in the Reserve for
ESOP debt retirement. Interest incurred on the ESOP debt is
recorded as Interest expense. Dividends on all preferred
shares, net of related tax benefits, are charged to Retained
earnings.

The series A and B preferred shares of the ESOP are
allocated to employees based on debt service requirements.
The number of preferred shares outstanding at June 30 was
as follows:

Shares in thousands

2020

2019

2018

Allocated

Unallocated

29,591

31,600

34,233

2,479

3,259

4,117

TOTAL SERIES A

32,070

34,859

38,350

Allocated

Unallocated

27,894

26,790

25,895

24,418

26,471

28,512

TOTAL SERIES B

52,312

53,261

54,407

For purposes of calculating diluted net earnings per common
share, the preferred shares held by the ESOP are considered
converted from inception.

NOTE 9

RISK MANAGEMENT ACTIVITIES AND FAIR
VALUE MEASUREMENTS

If the Company elects to do so and if the instrument meets
certain specified accounting criteria, management designates
derivative instruments as cash flow hedges, fair value hedges
or net investment hedges. We record derivative instruments
at fair value and the accounting for changes in the fair value
depends on the intended use of the derivative, the resulting
designation and the effectiveness of the instrument in
offsetting the risk exposure it is designed to hedge. We
generally have a high degree of effectiveness between the
exposure being hedged and the hedging instrument.
Credit Risk Management

We have counterparty credit guidelines and normally enter
into transactions with investment grade financial institutions,
to the extent commercially viable. Counterparty exposures
are monitored daily and downgrades in counterparty credit
ratings are reviewed on a timely basis. We have not
incurred, and do not expect to incur, material credit losses on
our risk management or other financial instruments.

Substantially all of the Company's financial instruments used
in hedging transactions are governed by industry standard
netting and collateral agreements with counterparties. If the
Company's credit rating were to fall below the levels
stipulated in the agreements, the counterparties could
demand either collateralization or
the
arrangements. The aggregate fair value of the instruments
covered by these contractual features that are in a net
liability position as of June 30, 2020, was not material. The
Company has not been required to post collateral as a result
of these contractual features.
Interest Rate Risk Management

termination of

Our policy is to manage interest cost using a mixture of
fixed-rate and variable-rate debt. To manage this risk in a
cost-efficient manner, we enter into interest rate swaps
whereby we agree to exchange with the counterparty, at
specified intervals, the difference between fixed and variable
interest amounts calculated by reference to a notional
amount.

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

We designate certain interest rate swaps on fixed rate debt
that meet specific accounting criteria as fair value hedges.
For fair value hedges, the changes in the fair value of both
the hedging instruments and the underlying debt obligations
are immediately recognized in earnings.
Foreign Currency Risk Management

We manufacture and sell our products and finance our
operations in a number of countries throughout the world.
As a result, we are exposed to movements in foreign
currency exchange rates. We leverage the Company’s
diversified portfolio of exposures as a natural hedge. In
certain cases, we enter into non-qualifying foreign currency
contracts to hedge certain balance sheet items subject to
revaluation. The change in fair value of these instruments
and
immediately
recognized in earnings.

the underlying exposure are both

To manage exchange rate risk related to our intercompany
financing, we primarily use forward contracts and currency
swaps. The change in fair value of these non-qualifying
in earnings,
instruments
substantially offsetting the foreign currency mark-to-market
impact of the related exposure.
Net Investment Hedging

immediately

recognized

We hedge certain net investment positions in foreign
subsidiaries. To accomplish this, we either borrow directly
in foreign currencies and designate all or a portion of the
foreign currency debt as a hedge of the applicable net
investment position or we enter into foreign currency swaps
that are designated as hedges of net investments. Changes in
the fair value of these instruments are recognized in the
Foreign Currency Translation component of OCI and offset
the change in the value of the net investment being hedged.
The time value component of the net investment hedge
currency swaps is excluded from the assessment of hedge
effectiveness. Changes in the fair value of the swap,
including changes in the fair value of the excluded time
value component, are recognized in OCI and offset the value
of the underlying net assets. The time value component is
subsequently reported in income on a systematic basis.
Commodity Risk Management

Certain raw materials used in our products or production
processes are subject to price volatility caused by weather,
supply conditions, political and economic variables and
other unpredictable factors. As of and during the years ended
June 30, 2020 and 2019, we did not have any financial
commodity hedging activity to manage such exposures.
Insurance

We self-insure for most insurable risks. However, we
purchase insurance for Directors and Officers Liability and
certain other coverage where it is required by law or by
contract.
Fair Value Hierarchy

Accounting guidance on fair value measurements for certain
financial assets and liabilities requires that financial assets
and liabilities carried at fair value be classified and disclosed
in one of the following categories:

The Procter & Gamble Company 59

•

Level 1: Quoted market prices in active markets for
identical assets or liabilities.

Level 2:
inputs or
Observable market-based
unobservable inputs that are corroborated by market
data.

Level 3: Unobservable inputs reflecting the reporting
entity's own assumptions or external inputs from
inactive markets.

When applying fair value principles in the valuation of assets
and liabilities, we are required to maximize the use of quoted
market prices and minimize the use of unobservable inputs.
The Company has not changed its valuation techniques used
in measuring the fair value of any financial assets or
liabilities during the year.

When active market quotes are not available for financial
assets and liabilities, we use industry standard valuation
models. Where applicable, these models project future cash
flows and discount the future amounts to a present value
using market-based observable inputs including credit risk,
interest rate curves and forward and spot prices for
currencies. In circumstances where market-based observable
inputs are not available, management judgment is used to
develop assumptions to estimate fair value. Generally, the
fair value of our Level 3 instruments is estimated as the net
present value of expected future cash flows based on
external inputs.
Assets and Liabilities Measured at Fair Value

Other investments had a fair value of $67 and $169 as of
June 30, 2020 and 2019, respectively, and are presented in
Other noncurrent assets. During the year ended June 30,
2020, the Company sold all of its existing U.S. government
securities and corporate bond securities. Such securities had
fair values of $3.6 billion and $2.4 billion, respectively, and
were presented in Available-for-sale investment securities at
June 30, 2019. The Company's investments measured at fair
value are generally classified as Level 2 within the fair value
hierarchy. Cash equivalents were $14.6 billion and $3.0
billion as of June 30, 2020 and 2019, respectively and are
classified as Level 1 within the fair value hierarchy. There
are no other material investment balances classified as Level
1 or Level 3 within the fair value hierarchy, or using net
asset value as a practical expedient. Fair values are
generally estimated based upon quoted market prices for
similar instruments.

The fair value of long-term debt was $29.0 billion and $25.4
billion as of June 30, 2020 and 2019, respectively. This
includes the current portion of long-term debt instruments
($2.5 billion and $3.4 billion as of June 30, 2020 and 2019,
respectively). Certain long-term debt (debt designated as a
fair value hedge) is recorded at fair value. All other long-
term debt is recorded at amortized cost, but is measured at
fair value for disclosure purposes. We consider our debt to
be Level 2 in the fair value hierarchy. Fair values are
generally estimated based on quoted market prices for
identical or similar instruments.

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

60 The Procter & Gamble Company

Disclosures about Financial Instruments

The notional amounts and fair values of financial instruments used in hedging transactions as of June 30, 2020 and 2019 are as
follows:

As of June 30

Notional Amount

Fair Value Asset

Fair Value (Liability)

2020

2019

2020

2019

2020

2019

DERIVATIVES IN FAIR VALUE HEDGING RELATIONSHIPS

Interest rate contracts

$ 7,114 $ 7,721

269 $

177

— $

(1)

DERIVATIVES IN NET INVESTMENT HEDGING RELATIONSHIPS

Foreign currency interest rate contracts
TOTAL DERIVATIVES DESIGNATED AS
HEDGING INSTRUMENTS

$ 3,856 $ 3,157

$ 10,970 $ 10,878

26 $

295 $

212

(41) $

(24)

(41) $

(25)

DERIVATIVES NOT DESIGNATED AS HEDGING INSTRUMENTS

Foreign currency contracts

$ 5,986 $ 6,431

23 $

(25) $

(20)

TOTAL DERIVATIVES AT FAIR VALUE

$ 16,956 $ 17,309

318 $

239

(66) $

(45)

All derivative assets are presented in Prepaid expenses and other current assets or Other noncurrent assets. All derivative
liabilities are presented in Accrued and other liabilities or Other noncurrent liabilities.

The fair value of the interest rate derivative asset/liability directly offsets the cumulative amount of the fair value hedging
adjustment included in the carrying amount of the underlying debt obligation. The carrying amount of the underlying debt
obligation, which includes the unamortized discount or premium and the fair value adjustment, was $7.4 billion and $7.9 billion
as of June 30, 2020 and 2019, respectively. In addition to the foreign currency derivative contracts designated as net
investment hedges, certain of our foreign currency denominated debt instruments are designated as net investment hedges. The
carrying value of those debt instruments designated as net investment hedges, which includes the adjustment for the foreign
currency transaction gain or loss on those instruments, was $16.0 billion and $17.2 billion as of June 30, 2020 and 2019,
respectively.

All of the Company's derivative assets and liabilities are measured at fair value that is derived from observable market data,
including interest rate yield curves and foreign exchange rates, and are classified as Level 2 within the fair value hierarchy. The
Company recognizes transfers between levels within the fair value hierarchy, if any, at the end of each quarter. There were no
transfers between levels during the periods presented. In addition, there was no significant activity within the Level 3 assets
and liabilities during the periods presented. Except for the impairment of the Gillette indefinite-lived intangible asset discussed
in Note 4, there were no significant assets or liabilities that were re-measured at fair value on a non-recurring basis during the
years ended June 30, 2020 and 2019.

Before tax gains/(losses) on our financial instruments in
hedging relationships are categorized as follows:

Amount of Gain/(Loss)
Recognized in OCI on Derivatives

2019

2020

66 $

Years ended June 30
DERIVATIVES IN NET INVESTMENT HEDGING
RELATIONSHIPS (1) (2)
Foreign currency interest
$
rate contracts
(1) For the derivatives in net investment hedging relationships, the
amount of gain/(loss) excluded from effectiveness testing,
which was recognized in earnings, was $69 and $70 for the
fiscal year ended June 30, 2020 and 2019, respectively.
In addition to the foreign currency derivative contracts
designated as net investment hedges, certain of our foreign
currency denominated debt instruments are designated as net
investment hedges. The amount of gain/(loss) recognized in
AOCI for such instruments was $189 and $299, as of June 30,
2020 and 2019, respectively.

(2)

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

Amount of Gain/(Loss)
Recognized in Earnings

Years ended June 30
DERIVATIVES IN FAIR VALUE HEDGING
RELATIONSHIPS

2020

2019

Interest rate contracts
DERIVATIVES NOT DESIGNATED AS HEDGING
INSTRUMENTS

93 $

104

Foreign currency contracts

(83) $

The gain/(loss) on the derivatives in fair value hedging
relationships is fully offset by the mark-to-market impact of
the related exposure. These are both recognized in the
Consolidated Statement of Earnings in Interest Expense.
The gain/(loss) on derivatives not designated as hedging
instruments is substantially offset by the currency mark-to-
market of the related exposure. These are both recognized in
the Consolidated Statements of Earnings in SG&A.

NOTE 10

SHORT-TERM AND LONG-TERM DEBT

As of June 30
LONG-TERM DEBT

2020

2019

The Procter & Gamble Company 61

2020

2019

1.90% USD note due October 2020

As of June 30
DEBT DUE WITHIN ONE YEAR

Current portion of long-term debt

$ 2,508

$ 3,388

Commercial paper

Other

TOTAL
Short-term weighted average
interest rates (1)

8,545

130

6,183

126

$ 11,183

$ 9,697

(1)

0.5 %
Short-term weighted average interest rates include the effects of
interest rate swaps discussed in Note 9.

0.7 %

4.13% EUR note due December 2020
9.36% ESOP debentures due
2020-2021 (1)
1.85% USD note due February 2021

1.70% USD note due November 2021

2.00% EUR note due November 2021

2.30% USD note due February 2022

2.15% USD note due August 2022

2.00% EUR note due August 2022

3.10% USD note due August 2023

600

674

119

600

875

843

1,000

1,250

1,124

1,000

1.13% EUR note due November 2023

1,405

0.50% EUR note due October 2024

0.63% EUR note due October 2024

2.45% USD note due March 2025

2.70% USD note due February 2026

2.45% USD note due November 2026

2.80% USD note due March 2027

562

899

750

600

875

500

600

682

228

600

875

852

1,000

1,250

1,137

1,000

1,421

568

909

—

600

875

—

4.88% EUR note due May 2027

1,124

1,137

2.85% USD note due August 2027

1.20% EUR note due October 2028

1.25% EUR note due October 2029

3.00% USD note due March 2030

5.55% USD note due March 2037

1.88% EUR note due October 2038

3.55% USD note due March 2040

3.50% USD note due October 2047

3.60% USD note due March 2050

Finance lease obligations

All other long-term debt

750

899

562

1,500

763

562

1,000

600

1,250

—

750

909

568

—

763

568

—

600

—

3,359

5,858

Current portion of long-term debt

(2,508)

(3,388)

TOTAL
Long-term weighted average
interest rates (2)
(1) Debt issued by the ESOP is guaranteed by the Company and is

$ 20,395

$ 23,537

2.3 %

2.4 %

recorded as debt of the Company, as discussed in Note 8.

(2)

Long-term weighted average interest rates include the effects of
interest rate swaps discussed in Note 9.

Long-term debt maturities during the next five fiscal years
are as follows:

2022

Years ending June 30
2021
2023
Debt maturities
$2,508 $2,830 $2,425 $2,481 $2,743
The Procter & Gamble Company fully and unconditionally
guarantees the registered debt and securities issued by its
100% owned finance subsidiaries.

2024

2025

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

62 The Procter & Gamble Company

NOTE 11

ACCUMULATED OTHER COMPREHENSIVE INCOME/(LOSS)

The table below presents the changes in Accumulated other comprehensive income/(loss) attributable to Procter & Gamble
(AOCI), including the reclassifications out of AOCI by component:

Changes in Accumulated Other Comprehensive Income/(Loss) by Component

BALANCE at JUNE 30, 2018
OCI before reclassifications (1)
Amounts reclassified from AOCI into the Consolidated Statement of
Earnings (2)
Net current period OCI

Reclassification to retained earnings in accordance with ASU 2018-02 (3)
Less: Other comprehensive income/(loss) attributable to non-controlling
interests

BALANCE at JUNE 30, 2019
OCI before reclassifications (4)
Amounts reclassified from AOCI into the Consolidated Statement of
Earnings (5)
Net current period OCI

Less: Other comprehensive income/(loss) attributable to non-controlling
interests

Investment
Securities

Post-
retirement
Benefits

Foreign
Currency
Translation

Total AOCI

(173) $

(4,058) $ (10,518) $ (14,749)

167

184

—

(43)

(213)

(89)

212

169

—

(213)

229

140

(308)

(18)

(326)

—

(4,198)

(10,749)

(14,936)

(10)

(453)

(1,083)

(1,546)

(2)

(12)

303

—

301

(150)

(1,083)

(1,245)

—

(18)

(16)

BALANCE at JUNE 30, 2020
(4,350) $ (11,814) $ (16,165)
(1) Net of tax benefit)/expense of $0, $(44) and $78 for gains/losses on investment securities, postretirement benefit items and foreign

(1) $

currency translation, respectively, for the period ended June 30, 2019.

(2) Net of tax (benefit)/expense of $0, $66 and $0 for gains/losses on investment securities, postretirement benefit items and foreign

currency translation, respectively, for the period ended June 30, 2019.

(3) Adjustment made to early adopt ASU 2018-02: "Reclassification of Certain Effects from Accumulated Other Comprehensive Income."
(4) Net of tax (benefit)/expense of $(1), $(131) and $59 for gains/losses on investment securities, postretirement benefit items and foreign

currency translation, respectively, for the period ended June 30, 2020.

(5) Net of tax (benefit)/expense of $0, $89 and $0 for gains/losses on investment securities, postretirement benefit items and foreign

currency translation, respectively, for the period ended June 30, 2020.

The below provides additional details on amounts reclassified from AOCI into the Consolidated Statement of Earnings:

•
•

Investment securities: amounts reclassified from AOCI into Other non-operating income, net.
Postretirement benefits: amounts reclassified from AOCI into Other non-operating income, net and included in the
computation of net periodic postretirement costs (see Note 8 for additional details).

NOTE 12

LEASES

The Company determines whether a contract contains a lease
at the inception of a contract by determining if the contract
conveys the right to control the use of identified property,
plant or equipment for a period of time in exchange for
consideration. We lease certain real estate, machinery,
equipment, vehicles and office equipment for varying
periods. Many of these leases include an option to either
renew or terminate the lease. For purposes of calculating
lease liabilities, these options are included within the lease
term when it has become reasonably certain that the
Company will exercise such options. The incremental
borrowing rate utilized to calculate our lease liabilities is
based on the information available at commencement date,

as most of the leases do not provide an implicit borrowing
rate. Our operating lease agreements do not contain any
material guarantees or restrictive covenants. The Company
does not have any material finance leases or sublease
activities.

The Company incurred lease expense for operating leases of
$347, $341 and $340 during the years ended June 30, 2020,
2019 and 2018, respectively. Total cash paid for amounts
included in the measurement of lease liabilities during the
year ended June 30, 2020 was $271. Short-term leases,
defined as leases with initial terms of 12 months or less, are
not reflected on the Consolidated Balance Sheets. Lease
expense for such short-term leases is not material. The most
significant assets in our leasing portfolio relate to real estate
and vehicles. For purposes of calculating lease liabilities for

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

leases, we have combined

such
components.

lease and non-lease

The right-of-use assets obtained in exchange for new lease
liabilities were $126 for the year ended June 30, 2020.

Supplemental balance sheet and other information related to
leases is as follows:

Operating leases:

Other noncurrent assets

850

June 30, 2020

Accrued and other liabilities

Other noncurrent liabilities

Total operating lease liabilities

239

652

891

Weighted average remaining lease term:

Operating leases

6.5 years

Weighted average discount rate:

Operating leases

4.3 %

At June 30, 2020, future payments of operating lease
liabilities were as follows:

1 year

2 years

3 years

4 years

5 years

Over 5 years

Total lease payments

Less: Interest

Present value of lease liabilities

Operating Leases

June 30, 2020

239

191

161

134

212

1,023

(132)

891

The Procter & Gamble Company 63

As of June 30, 2019, minimum lease payments under non-
cancelable operating leases by fiscal year were expected to
be:

2020

2021

2022

2023

2024

After 2024

Operating Leases

June 30, 2019

263

209

165

141

121

244

Total lease payments

1,143

NOTE 13

COMMITMENTS AND CONTINGENCIES

Guarantees

conjunction with

transactions, primarily
certain
In
divestitures, we may provide routine indemnifications (e.g.,
indemnification for representations and warranties and
retention of previously existing environmental, tax and
employee liabilities) for which terms range in duration and,
in some circumstances, are not explicitly defined. The
maximum obligation under some indemnifications is also not
explicitly stated and, as a result, the overall amount of these
obligations cannot be reasonably estimated. Other than
obligations recorded as liabilities at the time of divestiture,
we have not made significant payments
these
indemnifications. We believe that if we were to incur a loss
on any of these matters, the loss would not have a material
effect on our financial position, results of operations or cash
flows.

for

In certain situations, we guarantee loans for suppliers and
customers. The total amount of guarantees issued under
such arrangements is not material.

Off-Balance Sheet Arrangements

We do not have off-balance sheet financing arrangements,
including variable interest entities, that have a material
impact on our financial statements.
Purchase Commitments

We have purchase commitments for materials, supplies,
services and property, plant and equipment as part of the
normal course of business. Commitments made under take-
or-pay obligations are as follows:

2022

2023

2024

2025

2021

There-
after

Years ending
June 30
Purchase
obligations
$ 782 $ 257 $ 155 $ 92 $ 53 $ 238
Such amounts represent minimum commitments under take-
or-pay agreements with suppliers and are in line with
expected usage.
include purchase
These amounts
commitments related to service contracts for information
technology, human resources management and facilities
management activities that have been outsourced to third-

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

64 The Procter & Gamble Company

party suppliers. Due to the proprietary nature of many of our
materials and processes, certain supply contracts contain
penalty provisions for early termination. We do not expect
to incur penalty payments under these provisions that would
materially affect our financial position, results of operations
or cash flows.
Litigation

We are subject, from time to time, to certain legal
proceedings and claims arising out of our business, which
cover a wide range of matters, including antitrust and trade
regulation,
contracts,
environmental, patent and trademark matters, labor and
employment matters and tax.

advertising,

liability,

product

While considerable uncertainty exists, in the opinion of
management and our counsel, the ultimate resolution of the
various lawsuits and claims will not materially affect our
financial position, results of operations or cash flows.

to contingencies pursuant

We are also subject
to
environmental laws and regulations that in the future may
require us to take action to correct the effects on the
environment of prior manufacturing and waste disposal
practices. Based on currently available information, we do
not believe
the ultimate resolution of environmental
remediation will materially affect our financial position,
results of operations or cash flows.

NOTE 14

MERCK ACQUISITION

On November 30, 2018, we completed our acquisition of the
OTC healthcare business of Merck OTC for $3.7 billion
(based on exchange rates at the time of closing) in an all-
This business primarily sells OTC
cash transaction.
consumer healthcare products, mainly in Europe, Latin
America and Asia markets. The results of Merck OTC,
which are not material to the Company, are reported in our
consolidated financial statements beginning December 1,
2018.

During the quarter ended December 31, 2019, we completed
the allocation of the purchase price to the individual assets
acquired and liabilities assumed. The allocation is based on
the final determination of fair values of the assets and

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

liabilities acquired. The following
the
allocation of purchase price related to the Merck OTC
business as of the date of the acquisition:

table presents

Amounts in millions
Current assets

Property, plant and equipment

Intangible assets

Goodwill

Other non-current assets

Total Assets Acquired

Current liabilities

Deferred income taxes

Non-current liabilities

Total Liabilities Acquired

Noncontrolling Interest (1)

November 30, 2018
421
$

119

2,134

2,083

209

4,966

232

763

1,089

169

3,708
Net Assets Acquired
(1) Represents a 48% minority ownership interest in the Merck

India company.

The acquisition resulted in $2.1 billion in goodwill, of which
approximately $180 million was expected to be deductible
for tax purposes as of the acquisition date. All of this
goodwill was allocated to the Health Care Segment.

The purchase price allocation to Merck OTC's identifiable
intangible assets and their average useful lives is as follows:

Amounts in millions
Intangible Assets with Determinable Lives

Fair Value

Brands

Patents and technology

Customer relationships

701

162

325

Total

1,188

Average
Useful Life

Intangible Assets with Indefinite Lives
946
Brands

Total Intangible Assets

2,134

The majority of the intangible valuation relates to brand
intangibles. Our assessment as to brand intangibles that have
an indefinite life and those that have a definite life was based
on a number of factors, including competitive environment,
market share, brand history, product life cycles, operating
plan and the macroeconomic environment of the countries in
which the brands are sold. The indefinite-lived brand
intangibles include Neurobion and Dolo Neurobion. The
definite-lived brand intangibles primarily include regional or
local brands. The definite-lived brand intangibles have
estimated lives ranging from 10 to 20 years. The technology
intangibles are related to R&D and manufacturing know-
how. The customer relationships intangibles are related to
Merck OTC’s relationships with health care professionals,
retailers and distributors.

NOTE 15

QUARTERLY RESULTS (UNAUDITED)

Quarters Ended

NET SALES

OPERATING INCOME

GROSS MARGIN

NET EARNINGS/(LOSS):

Net earnings/(loss)

The Procter & Gamble Company 65

Sep 30

Dec 31

Mar 31

Jun 30

Total Year

2019-2020 $ 17,798

$ 18,240

$ 17,214

$ 17,698

$ 70,950

2018-2019 16,690

17,438

16,462

17,094

67,684

2019-2020

4,290

2018-2019

3,554

2019-2020

2018-2019

51.0 %

49.2 %

2019-2020

3,617

2018-2019

3,211

4,482

3,896

51.4 %

48.9 %

3,743

3,216

3,717

3,194

3,453

3,481

15,706

3,229

(5,192)

5,487

49.4 %

48.8 %

49.5 %

47.7 %

50.3 %

48.6 %

2,957

2,786

13,103

2,776

(5,237)

3,966

2,917

2,800

13,027

2,745

(5,241)

3,897

Net earnings/(loss) attributable to Procter & Gamble

2019-2020

3,593

2018-2019

3,199

DILUTED NET EARNINGS/(LOSS) PER
COMMON SHARE (1) (2)

2019-2020 $

2018-2019

1.36

1.22

1.41

1.22

1.12

1.04

1.07

(2.12)

4.96

1.43

(1) Diluted net earnings/(loss) per share is calculated on Net earnings/(loss) attributable to Procter & Gamble.
(2) Diluted net earnings/(loss) per share in each quarter is computed using the weighted average number of shares outstanding during that
quarter while Diluted net earnings/(loss) per share for the full year is computed using the weighted average number of shares outstanding
during the year. In the quarter ended June 30, 2019, the Company reported a Net loss attributable to P&G, driven by the Shave Care
impairment charges discussed in Note 4. This caused certain of our equity instruments to be antidilutive for the full year (preferred
shares) and for the quarter ended June 30, 2019 (preferred shares and equity awards). Because these securities were dilutive during the
first three quarters of this fiscal year, the sum of the four quarters' Diluted net earnings/(loss) per share will not equal the full-year
Diluted net earnings per common share.

Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.

Not applicable.

Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures.

The Company's Chairman of the Board, President and Chief
Executive Officer, David S. Taylor, and the Company's Vice
Chairman, Chief Operating Officer and Chief Financial
Officer, Jon R. Moeller, performed an evaluation of the
Company's disclosure controls and procedures (as defined in
Rules 13a-15(e) and 15d-15(e) of the Securities Exchange
Act of 1934 (Exchange Act)) as of the end of the period
covered by this Annual Report on Form 10-K.

Messrs. Taylor and Moeller have concluded that the
Company's disclosure controls and procedures were effective
to ensure that information required to be disclosed in reports

we file or submit under the Exchange Act is (1) recorded,
processed, summarized and reported within the time periods
specified in Securities and Exchange Commission rules and
forms, and (2) accumulated and communicated to our
management, including Messrs. Taylor and Moeller, to allow
their timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting.

There were no changes in our internal control over financial
reporting that occurred during the Company's fourth fiscal
quarter that have materially affected, or are reasonably likely
to materially affect, the Company's internal control over
financial reporting.

Item 9B. Other Information.

Not applicable.

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

66 The Procter & Gamble Company

PART III

Item 10. Directors, Executive Officers and Corporate
Governance.

The Board of Directors has determined that the following
members of the Audit Committee are independent and are
Audit Committee financial experts as defined by SEC rules:
Ms. Patricia A. Woertz (Chair) and Ms. Christine M.
McCarthy.

The information required by this item is incorporated by
reference to the following sections of the 2020 Proxy
Statement filed pursuant to Regulation 14A: the section
entitled Election of Directors;
the
Corporate Governance section entitled Board Meetings and
Committees of the Board; the subsection of the Corporate
Governance section entitled Code of Ethics; the subsections
of the Other Matters section entitled Director Nominations
for Inclusion in the 2021 Proxy Statement and entitled
Shareholder Recommendations of Board Nominees and
Committee Process for Recommending Board Nominees;

the subsection of

and the section entitled Delinquent Section 16(a) Reports.
Pursuant to the Instruction to Item 401 of Regulation S-K,
Executive Officers of the Registrant are reported in Part I of
this report.

Item 11. Executive Compensation.

The information required by this item is incorporated by
reference to the following sections of the 2020 Proxy
Statement filed pursuant to Regulation 14A: the subsections
of
the Corporate Governance section entitled Board
Meetings and Committees of the Board and entitled
Compensation Committee
Insider
Participation; and the portion beginning with the section
entitled Director Compensation up to but not including the
section entitled Security Ownership of Management and
Certain Beneficial Owners.

Interlocks

and

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table gives information about the Company's common stock that may be issued upon the exercise of options,
warrants and rights under all of the Company's equity compensation plans as of June 30, 2020. The table includes the following
plans: The Procter & Gamble 1992 Stock Plan; The Procter & Gamble 2001 Stock and Incentive Compensation Plan; The
Procter & Gamble 2003 Non-Employee Directors' Stock Plan; The Procter & Gamble 2009 Stock and Incentive Compensation
Plan; The Procter & Gamble 2014 Stock and Incentive Compensation Plan; and The Procter & Gamble 2019 Stock and
Incentive Compensation Plan.

(a)
Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights

(b)
Weighted
average exercise
price of outstanding
options, warrants and
rights

(c)
Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column (a))

Plan Category
Equity compensation plans approved by
security holders

$84.7316

149,915,111

Options
Restricted Stock Units (RSUs)/Performance
Stock Units (PSUs)
TOTAL
(1) Of the plans listed above, only The Procter & Gamble 2019 Stock and Incentive Compensation Plan (the “2019 Plan”) allows for future
grants of securities. The maximum number of shares that may be granted under the 2019 Plan is approximately 187 million shares
(inclusive of unissued shares that were carried over from the Procter & Gamble Company 2014 Stock and Incentive Compensation Plan),
plus any shares of Common Stock subject to outstanding awards under the 2014 Plan that are forfeited, cancelled or otherwise
terminated without the issuance of shares of Common Stock as set forth in the 2019 Plan. Stock options and stock appreciation rights are
counted on a one-for-one basis while full value awards (such as RSUs and PSUs) will be counted as five shares for each share awarded.
Total shares available for future issuance under this plan is 166 million.

9,814,991
159,730,102

N/A
$84.7316

(1)

(2)

(1)

(2) Weighted average exercise price of outstanding options only.

Additional information required by this item is incorporated
by reference to the 2020 Proxy Statement filed pursuant to
Regulation 14A, beginning with the subsection of the
Beneficial Ownership section entitled Security Ownership of
Management and Certain Beneficial Owners and up to but
not
entitled Delinquent
subsection
the
including
Section 16(a) Reports.

Item 13. Certain Relationships and Related Transactions and
Director Independence.

The information required by this item is incorporated by
reference to the following sections of the 2020 Proxy
Statement filed pursuant to Regulation 14A: the subsections

The Procter & Gamble Company 67

of the Corporate Governance section entitled Director
Independence and Review and Approval of Transactions
with Related Persons.

Item 14. Principal Accountant Fees and Services.

The information required by this item is incorporated by
reference to the following section of the 2020 Proxy
Statement filed pursuant to Regulation 14A: Report of the
Audit Committee, which ends with the subsection entitled
Services Provided by Deloitte.

Item 15. Exhibits and Financial Statement Schedules.

1. Financial Statements:

PART IV

The following Consolidated Financial Statements of The Procter & Gamble Company and subsidiaries, management's report
and the reports of the independent registered public accounting firm are incorporated by reference in Part II, Item 8 of this Form
10-K.

• Management's Report on Internal Control over Financial Reporting

•

Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting

Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements

Consolidated Statements of Earnings - for years ended June 30, 2020, 2019 and 2018

Consolidated Statements of Other Comprehensive Income - for years ended June 30, 2020, 2019 and 2018

Consolidated Balance Sheets - as of June 30, 2020 and 2019

Consolidated Statements of Shareholders' Equity - for years ended June 30, 2020, 2019 and 2018

Consolidated Statements of Cash Flows - for years ended June 30, 2020, 2019 and 2018

Notes to Consolidated Financial Statements

2. Financial Statement Schedules:

These schedules are omitted because of the absence of the conditions under which they are required or because the information
is set forth in the Consolidated Financial Statements or Notes thereto.

EXHIBITS

Exhibit (3-1) - Amended Articles of Incorporation (as amended by shareholders at the annual meeting on October 11, 2011 and

consolidated by the Board of Directors on April 8, 2016) (Incorporated by reference to Exhibit (3-1) of the Company's
Annual Report on Form 10-K for the year ended June 30, 2016).

(3-2) - Regulations (as approved by the Board of Directors on April 8, 2016, pursuant to authority granted by shareholders at
the annual meeting on October 13, 2009) (Incorporated by reference to Exhibit (3-2) of the Company's Annual Report
on Form 10-K for the year ended June 30, 2016).

Exhibit (4-1) -

Indenture, dated as of September 3, 2009, between the Company and Deutsche Bank Trust Company Americas, as
Trustee (Incorporated by reference to Exhibit (4-1) of the Company's Annual Report on Form 10-K for the year ended
June 30, 2015).

(4-2) - The Company agrees to furnish to the Securities and Exchange Commission, upon request, a copy of any other

instrument defining the rights of holders of the Company’s long-term debt.

(4-3) - Description of the Company’s Common Stock (Incorporated by reference to Exhibit (4-3) of the Company’s Annual

report on Form 10-K for the year ended June 30, 2019).

(4-4) - Description of the Company’s 0.625% Notes due 2024, 1.200% Notes due 2028, and 1.875% Notes due 2038

(Incorporated by reference to Exhibit (4-4) of the Company’s Annual report on Form 10-K for the year ended June 30,
2019).

(4-5) - Description of the Company’s 4.125% EUR notes due December 2020, 4.875% EUR notes due May 2027, 6.250%

GBP notes due January 2030, and 5.250% GBP notes due January 2033 (Incorporated by reference to Exhibit (4-5) of
the Company’s Annual report on Form 10-K for the year ended June 30, 2019).

(4-6) - Description of the Company’s 0.500% Notes due 2024 and 1.250% Notes due 2029 (Incorporated by reference to

Exhibit (4-6) of the Company’s Annual report on Form 10-K for the year ended June 30, 2019).

68 The Procter & Gamble Company

(4-7) - Description of the Company’s 1.375% Notes due 2025 and 1.800% Notes due 2029 (Incorporated by reference to

Exhibit (4-7) of the Company’s Annual report on Form 10-K for the year ended June 30, 2019).

(4-8) - Description of the Company’s 1.125% Notes due 2023 (Incorporated by reference to Exhibit (4-8) of the Company’s

Annual report on Form 10-K for the year ended June 30, 2019).

(4-9) - Description of the Company’s 2.000% Notes due 2021 (Incorporated by reference to Exhibit (4-10) of the Company’s

Annual report on Form 10-K for the year ended June 30, 2019).

(4-10) - Description of the Company’s 2.000% Notes due 2022 (Incorporated by reference to Exhibit (4-11) of the Company’s

Annual report on Form 10-K for the year ended June 30, 2019).

Exhibit (10-1) - The Procter & Gamble 2001 Stock and Incentive Compensation Plan (as amended), which was originally adopted by
shareholders at the annual meeting on October 9, 2001 (Incorporated by reference to Exhibit (10-1) of the Company’s
Annual Report on Form 10-K for the year ended June 30, 2018); and related correspondence and terms and conditions
(Incorporated by reference to Exhibit (10-1) of the Company's Form 10-Q for the quarter ended December 31, 2013).*

(10-2) - The Procter & Gamble 1992 Stock Plan (as amended December 11, 2001), which was originally adopted by the

shareholders at the annual meeting on October 12, 1992 (Incorporated by reference to Exhibit (10-2) of the Company’s
Annual Report on Form 10-K for the year ended June 30, 2018).*

(10-3) - The Procter & Gamble Executive Group Life Insurance Policy (Incorporated by reference to Exhibit (10-3) of the

Company’s Annual Report on Form 10-K for the year ended June 30, 2018).*

(10-4) - Summary of the Company’s Retirement Plan Restoration Program (Incorporated by reference to Exhibit (10-5) of the

Company's Form 10-Q for the quarter ended December 31, 2019); and related correspondence and terms and conditions
(Incorporated by reference to Exhibit (10-8) of the Company's Form 10-Q for the quarter ended September 30, 2015). *

(10-5) - Summary of the Company’s Long-Term Incentive Program (Incorporated by reference to Exhibit (10-3) of the

Company's Form 10-Q for the quarter ended December 31, 2019); related correspondence and terms and conditions
(Incorporated by reference to Exhibit (10-6) of the Company’s Annual report on Form 10-K for the year ended June 30,
2019).*

(10-6) - The Procter & Gamble Company Executive Deferred Compensation Plan (Incorporated by reference to Exhibit (10-2)

of the Company's Form 10-Q for the quarter ended March 31, 2020).*

(10-7) - Summary of the Company's Short Term Achievement Reward Program (Incorporated by reference to Exhibit (10-4) of
the Company’s Form 10-Q for the quarter ended December 31, 2019); related correspondence and terms and conditions
(Incorporated by reference to Exhibit (10-2) of the Company's Form 10-Q for the quarter ended September 30, 2015).*

(10-8) - Company's Forms of Separation Agreement & Release (Incorporated by reference to Exhibit (10-1) of the Company's

Form 10-Q for the quarter ended March 31, 2020) ; Company's Form of Separation Letter and Release (Incorporated by
reference to Exhibit (10-6) of the Company's Form 10-Q for the quarter ended December 31, 2019).*

(10-9) - Summary of personal benefits available to certain officers and non-employee directors (Incorporated by reference to

Exhibit (10-3) of the Company's Form 10-Q for the quarter ended September 30, 2018).*

(10-10) - The Gillette Company Executive Life Insurance Program (Incorporated by reference to Exhibit (10-14) of the

Company’s Annual Report on Form 10-K for the year ended June 30, 2017). *

(10-11) - The Gillette Company Personal Financial Planning Reimbursement Program (Incorporated by reference to Exhibit

(10-15) of the Company’s Annual Report on Form 10-K for the year ended June 30, 2017). *

(10-12) - The Gillette Company Senior Executive Financial Planning Program (Incorporated by reference to Exhibit (10-16) of

the Company’s Annual Report on Form 10-K for the year ended June 30, 2017). *

(10-13) - The Gillette Company Estate Preservation (Incorporated by reference to Exhibit (10-17) of the Company’s Annual

Report on Form 10-K for the year ended June 30, 2017). *

(10-14) - The Gillette Company Deferred Compensation Plan (Incorporated by reference to Exhibit (10-18) of the Company’s

Annual Report on Form 10-K for the year ended June 30, 2017). *

(10-15) - Senior Executive Recoupment Policy (Incorporated by reference to Exhibit (10-19) of the Company’s Annual Report

on Form 10-K for the year ended June 30, 2018).*

(10-16) - The Gillette Company Deferred Compensation Plan (for salary deferrals prior to January 1, 2005) as amended through
August 21, 2006 (Incorporated by reference to Exhibit (10-20) of the Company's Annual Report on Form 10-K for the
year ended June 30, 2017). *

(10-17) - The Procter & Gamble 2009 Stock and Incentive Compensation Plan, which was originally adopted by shareholders at
the annual meeting on October 13, 2009 (Incorporated by reference to Exhibit (10-21) of the Company's Annual Report
on Form 10-K for the year ended June 30, 2017), and the Regulations of the Compensation and Leadership
Development Committee for The Procter & Gamble 2009 Stock and Incentive Compensation Plan, The Procter &
Gamble 2001 Stock and Incentive Compensation Plan, The Procter & Gamble 1992 Stock Plan, The Procter & Gamble
1992 Stock Plan (Belgium Version), The Gillette Company 2004 Long-Term Incentive Plan and the Gillette Company
1971 Stock Option Plan (Incorporated by reference to Exhibit (10-21) of the Company’s Annual Report on Form 10-K
for the year ended June 30, 2018). *

The Procter & Gamble Company 69

(10-18) - The Procter & Gamble 2009 Stock and Incentive Compensation Plan - Additional terms and conditions and related

correspondence (Incorporated by reference to Exhibit (10-2) of the Company Form 10-Q for the quarter ended
December 31, 2013). *

(10-19) - The Procter & Gamble Performance Stock Program Summary (Incorporated by reference to Exhibit (10-3) of the

Company's Form 10-Q for the quarter ended March 31, 2020); related correspondence and terms and conditions
(Incorporated by reference to Exhibit (10-22) of the Company's Annual Report on Form 10-K for the year ended June
30, 2019).*

(10-20) - The Procter & Gamble 2013 Non-Employee Directors' Stock Plan (Incorporated by reference to Exhibit (10-3) of the

Company's Form 10-Q for the quarter ended December 31, 2013). *

(10-21) - The Procter & Gamble 2014 Stock and Incentive Compensation Plan, which was originally adopted by shareholders at
the annual meeting on October 14, 2014 (Incorporated by reference to Exhibit (10-25) of the Company's Annual Report
on Form 10-K for the year ended June 30, 2016); and the Regulations of the Compensation and Leadership
Development Committee for The Procter & Gamble 2019 Stock and Incentive Compensation Plan and The Procter &
Gamble 2014 Stock and Incentive Compensation Plan (Incorporated by reference to Exhibit (10-1) of the Company's
Form 10-Q for the quarter ended December 31, 2019). *

(10-22) - The Procter & Gamble 2014 Stock and Incentive Compensation Plan - Additional terms and conditions (Incorporated
by reference to Exhibit (10-26) of the Company's Annual Report on Form 10-K for the year ended June 30, 2017), and
The Procter & Gamble 2014 Stock and Incentive Compensation Plan - Related correspondence (Incorporated by
reference to Exhibit (10-1) of the Company's Form 10-Q for the quarter ended December 31, 2016). *

(10-23) - The Procter & Gamble 2019 Stock and Incentive Compensation Plan, which was originally adopted by shareholders at
the annual meeting on October 8, 2019 (Incorporated by reference to Exhibit (10-1) of the Company’s Current Report
on Form 8-K filed October 11, 2019); and the Regulations of the Compensation and Leadership Development
Committee for The Procter & Gamble 2019 Stock and Incentive Compensation Plan and The Procter & Gamble 2014
Stock and Incentive Compensation Plan (Incorporated by reference to Exhibit (10-1) of the Company Form 10-Q for
the quarter ended December 31, 2019). *

(10-24) - The Procter & Gamble 2019 Stock and Incentive Compensation Plan - Additional terms and conditions. * +

(10-25) - The Procter & Gamble 2019 Stock and Incentive Compensation Plan - Related correspondence. * +

Exhibit (21) - Subsidiaries of the Registrant. +

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

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

Exhibit (32) - Section 1350 Certifications. +

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

101.INS (1)

Inline XBRL Instance Document

101.SCH (1)

Inline XBRL Taxonomy Extension Schema Document

101.CAL (1)

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF (1)

Inline XBRL Taxonomy Definition Linkbase Document

101.LAB (1)

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE (1)

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

(1) Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration

statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities
Exchange Act of 1934 and otherwise are not subject to liability.

* Compensatory plan or arrangement.

+ Filed herewith.

Item 16. Form 10-K Summary.
Not applicable.

70 The Procter & Gamble Company

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized in the city of Cincinnati, State of Ohio.

THE PROCTER & GAMBLE COMPANY

By /s/ DAVID S. TAYLOR

(David S. Taylor)
Chairman of the Board, President and Chief Executive Officer

August 06, 2020

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons in the capacities and on the dates indicated.

Signature

Title

Date

/s/ DAVID S. TAYLOR
(David S. Taylor)

Chairman of the Board, President and Chief
Executive Officer (Principal Executive Officer)

August 06, 2020

/s/ JON R. MOELLER
(Jon R. Moeller)

/s/ VALARIE L. SHEPPARD
(Valarie L. Sheppard)

/s/ FRANCIS S. BLAKE
(Francis S. Blake)

/s/ ANGELA F. BRALY
(Angela F. Braly)

/s/ AMY L. CHANG
(Amy L. Chang)

/s/ SCOTT D. COOK
(Scott D. Cook)

/s/ JOSEPH JIMENEZ
(Joseph Jimenez)

/s/ TERRY J. LUNDGREN
(Terry J. Lundgren)

/s/ CHRISTINE M. MCCARTHY
(Christine M. McCarthy)

/s/ W. JAMES MCNERNEY, JR.
(W. James McNerney, Jr.)

/s/ NELSON PELTZ
(Nelson Peltz)

/s/ MARGARET C. WHITMAN
(Margaret C. Whitman)

/s/ PATRICIA A. WOERTZ
(Patricia A. Woertz)

Vice Chairman, Chief Operating Officer and
Chief Financial Officer
(Principal Financial Officer)

Controller and Treasurer and Group Executive
Vice President - Company Transition Leader
(Principal Accounting Officer)

Director

August 06, 2020

The Procter & Gamble Company 71

EXHIBIT INDEX

Exhibit (3-1) - Amended Articles of Incorporation (as amended by shareholders at the annual meeting on October 11, 2011 and
consolidated by the Board of Directors on April 8, 2016) (Incorporated by reference to Exhibit (3-1) of the Company's
Annual Report on Form 10-K for the year ended June 30, 2016).

Exhibit (4-1) -

(4-2) - The Company agrees to furnish to the Securities and Exchange Commission, upon request, a copy of any other

instrument defining the rights of holders of the Company’s long-term debt.

(4-3) - Description of the Company’s Common Stock (Incorporated by reference to Exhibit (4-3) of the Company’s Annual

report on Form 10-K for the year ended June 30, 2019) +

(4-4) - Description of the Company’s 0.625% Notes due 2024, 1.200% Notes due 2028, and 1.875% Notes due 2038
(Incorporated by reference to Exhibit (4-4) of the Company’s Annual report on Form 10-K for the year ended June 30,
2019). +

(4-5) - Description of the Company’s 4.125% EUR notes due December 2020, 4.875% EUR notes due May 2027, 6.250%
GBP notes due January 2030, and 5.250% GBP notes due January 2033 (Incorporated by reference to Exhibit (4-5) of
the Company’s Annual report on Form 10-K for the year ended June 30, 2019). +

(4-6) - Description of the Company’s 0.500% Notes due 2024 and 1.250% Notes due 2029 (Incorporated by reference to

Exhibit (4-6) of the Company’s Annual report on Form 10-K for the year ended June 30, 2019). +

(4-7) - Description of the Company’s 1.375% Notes due 2025 and 1.800% Notes due 2029 (Incorporated by reference to

Exhibit (4-7) of the Company’s Annual report on Form 10-K for the year ended June 30, 2019). +

(4-8) - Description of the Company’s 1.125% Notes due 2023 (Incorporated by reference to Exhibit (4-8) of the Company’s

Annual report on Form 10-K for the year ended June 30, 2019). +

(4-9) - Description of the Company’s 2.000% Notes due 2021 (Incorporated by reference to Exhibit (4-10) of the Company’s

Annual report on Form 10-K for the year ended June 30, 2019). +

(4-10) - Description of the Company’s 2.000% Notes due 2022 (Incorporated by reference to Exhibit (4-11) of the Company’s

Annual report on Form 10-K for the year ended June 30, 2019). +

(10-2) - The Procter & Gamble 1992 Stock Plan (as amended December 11, 2001), which was originally adopted by the
shareholders at the annual meeting on October 12, 1992 (Incorporated by reference to Exhibit (10-2) of the Company’s
Annual Report on Form 10-K for the year ended June 30, 2018).

(10-3) - The Procter & Gamble Executive Group Life Insurance Policy (Incorporated by reference to Exhibit (10-3) of the

Company’s Annual Report on Form 10-K for the year ended June 30, 2018).

(10-4) - Summary of the Company’s Retirement Plan Restoration Program (Incorporated by reference to Exhibit (10-5) of the
Company's Form 10-Q for the quarter ended December 31, 2019); and related correspondence and terms and conditions
(Incorporated by reference to Exhibit (10-8) of the Company's Form 10-Q for the quarter ended September 30, 2015).

(10-5) - Summary of the Company’s Long-Term Incentive Program (Incorporated by reference to Exhibit (10-3) of the
Company's Form 10-Q for the quarter ended December 31, 2019); related correspondence and terms and conditions
(Incorporated by reference to Exhibit (10-6) of the Company’s Annual report on Form 10-K for the year ended June 30,
2019).

(10-6) - The Procter & Gamble Company Executive Deferred Compensation Plan (Incorporated by reference to Exhibit (10-2)

of the Company's Form 10-Q for the quarter ended March 31, 2020).

(10-8) - Company's Forms of Separation Agreement & Release (Incorporated by reference to Exhibit (10-1) of the Company's
Form 10-Q for the quarter ended March 31, 2020) ; Company's Form of Separation Letter and Release (Incorporated by
reference to Exhibit (10-6) of the Company's Form 10-Q for the quarter ended December 31, 2019).

72 The Procter & Gamble Company

(10-9) - Summary of the Company's Short Term Achievement Reward Program (Incorporated by reference to Exhibit (10-10) of
the Company’s Annual Report on Form 10-K for the year ended June 30, 2018); related correspondence and terms and
conditions (Incorporated by reference to Exhibit (10-2) of the Company's Form 10-Q for the quarter ended September
30, 2015).

(10-10) - The Gillette Company Executive Life Insurance Program (Incorporated by reference to Exhibit (10-14) of the

Company’s Annual Report on Form 10-K for the year ended June 30, 2017).

(10-11) - The Gillette Company Personal Financial Planning Reimbursement Program (Incorporated by reference to Exhibit

(10-15) of the Company’s Annual Report on Form 10-K for the year ended June 30, 2017).

(10-12) - The Gillette Company Senior Executive Financial Planning Program (Incorporated by reference to Exhibit (10-16) of

the Company’s Annual Report on Form 10-K for the year ended June 30, 2017).

(10-13) - The Gillette Company Estate Preservation (Incorporated by reference to Exhibit (10-17) of the Company’s Annual

Report on Form 10-K for the year ended June 30, 2017).

(10-14) - The Gillette Company Deferred Compensation Plan (Incorporated by reference to Exhibit (10-18) of the Company’s

Annual Report on Form 10-K for the year ended June 30, 2017).

(10-15) - Senior Executive Recoupment Policy (Incorporated by reference to Exhibit (10-19) of the Company’s Annual Report

on Form 10-K for the year ended June 30, 2018).

(10-18) - The Procter & Gamble 2009 Stock and Incentive Compensation Plan - Additional terms and conditions and related
correspondence (Incorporated by reference to Exhibit (10-2) of the Company Form 10-Q for the quarter ended
December 31, 2013).

(10-19) - The Procter & Gamble Performance Stock Program Summary (Incorporated by reference to Exhibit (10-3) of the
Company's Form 10-Q for the quarter ended March 31, 2020); related correspondence and terms and conditions
(Incorporated by reference to Exhibit (10-22) of the Company's Annual Report on Form 10-K for the year ended June
30, 2019).

(10-20) - The Procter & Gamble 2013 Non-Employee Directors' Stock Plan (Incorporated by reference to Exhibit (10-3) of the

Company's Form 10-Q for the quarter ended December 31, 2013).

(10-24) - The Procter & Gamble 2019 Stock and Incentive Compensation Plan - Additional terms and conditions. +

(10-25) - The Procter & Gamble 2019 Stock and Incentive Compensation Plan - Related correspondence. +

Exhibit (21) - Subsidiaries of the Registrant. +

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

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

Exhibit (32) - Section 1350 Certifications. +

The Procter & Gamble Company 73

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

101.INS (1)
101.SCH (1)
101.CAL (1)
101.DEF (1)
101.LAB (1)
101.PRE (1)

Inline XBRL Instance Document
Inline XBRL Taxonomy Extension Schema Document
Inline XBRL Taxonomy Extension Calculation Linkbase Document
Inline XBRL Taxonomy Definition Linkbase Document
Inline XBRL Taxonomy Extension Label Linkbase Document
Inline XBRL Taxonomy Extension Presentation Linkbase Document

104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

(1) Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration

statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities
Exchange Act of 1934 and otherwise are not subject to liability.

+ Filed herewith.

74 • The Procter & Gamble Company

Measures Not Defined by U.S. GAAP

In accordance with the SEC’s Regulation G, the following provides definitions of the non-GAAP measures used in
Procter & Gamble’s 2020 Annual Report 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. Of these, certain
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 or events being adjusted.

Organic sales growth* Organic sales growth is a non-GAAP
measure of sales growth excluding the impacts of the July
1, 2018 adoption of new accounting standard for “Revenue
from Contracts with Customers,” the impact of India
Goods and Services Tax (GST) in fiscal 2018, 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.

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

Net
Sales
Growth

Foreign
Exchange
Impact

Acquisitions
& Divestitures
Impact/Other 1

Organic
Sales
Growth

(2)%

-1%

2020

2019

2018

2017

Past 2 Years
Stacked
Organic
Growth

11%

Adjusted free cash flow and Adjusted free cash flow
productivity* Adjusted free cash flow is defined as
operating cash flow less capital spending, tax payments
related to the Merck OTC Consumer Healthcare acquisition
in 2020 and payments for transitional tax resulting from the
U.S. Tax Act in 2020 and 2019. 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. Adjusted free cash flow productivity is defined
as the ratio of adjusted free cash flow to net earnings.
We view adjusted free cash flow productivity as a useful
measure to help investors understand P&G’s ability to
generate cash.

($ millions)

Operating
Cash Flow

Capital
Spending

Adjustments3

Adjusted
Free Cash
Flow

FY 2020

$17,403

$(3,073)

$543

$14,873

July–
December
2019

$8,533

$(1,684)

$215

$7,064

(1) Acquisitions & Divestitures Impact/Other includes the volume and mix impact

of acquisitions and divestitures, the impact from the July 1, 2018 adoption of

(3) Adjustments relate to tax payments for the Merck OTC Consumer Healthcare

new accounting standard for “Revenue from Contracts with Customers” in

acquisition and the transitional tax resulting from the U.S. Tax Act.

FY 2019, the impact of India GST in FY 2018 and rounding impacts necessary

to reconcile net sales to organic sales.

July–
December

Net Sales
Growth

Foreign
Exchange
Impact

Acquisitions
& Divestitures
Impact/Other 2

Organic
Sales
Growth

2019

-1%

(2) Acquisitions & Divestitures Impact/Other includes the volume and mix impact

of acquisitions and divestitures and rounding impacts necessary to reconcile

net sales to organic sales.

($ millions)

Adjusted Free
Cash Flow

Net
Earnings

Adjusted Free Cash
Flow Productivity

FY 2020

$14,873

$13,103

July–
December
2019

$7,064

$7,360

114%

96%

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

Core EPS* Core EPS is a measure of the Company’s
diluted net earnings per share from continuing operations
adjusted as indicated. Management views these non-GAAP
measures as a useful supplemental measure of Company
performance over time. The following table provides a
reconciliation of diluted net earnings per share to Core
EPS including the following reconciling items.

Incremental Restructuring: The Company has had and
continues to have an ongoing level of restructuring
activities. Such activities have resulted in ongoing annual
restructuring related charges of approximately $250–$500
million before tax. In 2012, the Company began a $10
billion strategic productivity and cost savings initiative
that includes incremental restructuring activities. In
2017, we communicated details of an additional multi-
year productivity and cost savings plan. This results in
incremental restructuring charges to accelerate productivity
efforts and cost savings. The adjustment to Core earnings
includes only the restructuring costs above what we believe
are the normal recurring level of restructuring costs.

Gain on Dissolution of the PGT Healthcare Partnership:
The Company dissolved our PGT Healthcare partnership,
a venture between the Company and Teva Pharmaceuticals
Industries, Ltd (Teva) in the OTC consumer healthcare
business, during the year ended June 30, 2019. The
transaction was accounted for as a sale of the Teva
portion of the PGT business; the Company recognized
an after-tax gain on the dissolution.

Shave Care Impairment: As discussed in Note 4 to the
Consolidated Financial Statements and in the Significant
Accounting Policies and Estimates section of the MD&A in
the Form 10-K included in this Annual Report, in the fourth
quarter of fiscal 2019, the Company recognized a one-time,
non-cash after-tax charge to adjust the carrying values of
the Shave Care reporting unit. This was comprised of an
impairment charge related to goodwill and an impairment
charge to reduce the carrying value of the Gillette
indefinite-lived intangible assets.

Anti-Dilutive Impacts: As discussed in Note 6 to the
Consolidated Financial Statements in the Form 10-K
included in this Annual Report, the Shave Care impairment
charges caused preferred shares that are normally dilutive
(and hence, normally assumed converted for purposes of
determining diluted earnings per share) to be anti-dilutive.
Accordingly for U.S. GAAP, the preferred shares were not
assumed to be converted into common shares for diluted
earnings per share and the related dividends paid to the
preferred shareholders were deducted from net income
to calculate earnings available to common shareholders.
As a result of the non-GAAP Shave Care impairment
adjustment, these instruments are dilutive for non-GAAP
core earnings per share.

The Procter & Gamble Company • 75

Transitional Impacts of the U.S. Tax Act: As discussed in
Note 5 to the Consolidated Financial Statements in the Form
10-K included in this Annual Report, the U.S. government
enacted comprehensive tax legislation commonly referred
to as the Tax Cuts and Jobs Act (the “U.S. Tax Act”) in
December 2017. This resulted in a net charge for the fiscal
year 2018. The adjustment to core earnings only includes
this transitional impact. It does not include the ongoing
impacts of the lower U.S. statutory rate on pre-tax earnings.

Early debt extinguishment charges: In fiscal 2018 and 2017,
the Company recorded after-tax charges 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 these items to be part of our sustainable
results and their exclusion from Core earnings per share
provides a more comparable measure of year-on-year results.

Years ended June 30

2020

2019

2018

2017

2016

Diluted net earnings
per share from
continuing operations

Incremental
restructuring charges

Gain on dissolution
of PGT Healthcare
partnership

Shave Care impairment

Anti-dilutive impacts

Transitional impacts
of the U.S. Tax Act

Early debt
extinguishment charge

$4.96

$1.43

$3.67

$3.69

$3.49

$0.16

$0.13

$0.23

$0.10

$0.18

$(0.13)

$3.03

$0.06

$0.23

$0.09

$0.13

Core EPS

$5.12

$4.52

$4.22

$3.92

$3.67

Core EPS growth

Currency Impact
to Core Earnings

Currency neutral
Core EPS

Currency neutral
Core EPS growth

13%

0.15

$5.27

17%

Core
EPS

Diluted
net EPS

Incremental
Restructuring

Gain on
dissolution
of PGT
partnership

Core
EPS

July–December
2019

July–December
2018

Core EPS growth

$2.77

0.02

$2.79

$2.44

0.06

(0.14)

$2.36

18%

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

76 • The Procter & Gamble Company

Board of Directors

Francis S. Blake

Christine M. McCarthy

Former Chairman of the Board and Chief Executive Officer
of The Home Depot, Inc. (national retailer). Director since
2015. Also non-Executive Chairman of the Board of Delta
Airlines and Director of Macy’s, Inc. Age 71.

Angela F. Braly

Former Chair of the Board, President and Chief Executive
Officer of WellPoint, Inc. (healthcare insurance), now known
as Anthem, Inc. Director since 2009. Also a Director of
Lowe’s Companies, Inc., Brookfield Asset Management,
and ExxonMobil Corporation. Age 59.

Senior Executive Vice President and Chief Financial Officer
of The Walt Disney Company (global entertainment).
Director since 2019. Age 65.

W. James McNerney, Jr.

Senior Advisor at Clayton, Dubilier & Rice, LLC (private equity
investment). Former Chairman of the Board of The Boeing
Company (aerospace, commercial jetliners and military
defense systems). President of The Boeing Company from
2005 to 2013, and Chief Executive Officer from 2005 to 2015.
Director since 2003. Age 71.

Amy L. Chang

Nelson Peltz

Executive Vice President and Executive Advisor at
Cisco Systems, Inc. (networking). Founder and former
Chief Executive Officer of Accompany, Inc. (relationship
intelligence) from 2013 to 2018. Director since 2017.
Former Director of Cisco Systems, Inc., Splunk, Inc.,
and Informatica. Age 43.

Scott D. Cook

Chairman of the Executive Committee of the Board of
Intuit Inc. (software and web services). Director since 2000.
Age 68.

Joseph Jimenez

Co-Founder and Managing Partner of Aditum Bio (biotech
venture fund). Former Chief Executive Officer of Novartis
AG (global healthcare), a position he held from 2010 to 2018.
Director since 2018. Also a Director of General Motors.
Age 60.

Debra L. Lee

Chief Executive Officer of Leading Women Defined, Inc.
(association of strategic thought leaders). Former Chairman
and Chief Executive Officer of BET Networks (media and
entertainment) from 2006 to 2018. Director since August
2020. Also a Director of Marriott International, Inc., Burberry
Group plc, and AT&T, Inc. Age 66.

Terry J. Lundgren

Operating Partner of Long-Term Private Capital (a
BlackRock private equity fund). Former Executive Chairman
and Chairman of the Board of Macy’s, Inc. (national retailer),
a position he held from 2017 to 2018. Mr. Lundgren held
the title of Chairman and Chief Executive Officer of Macy’s
from 2003 to 2017. Director since 2013. Age 68.

Chief Executive Officer and Founding Partner of Trian
Fund Management, L.P. (investment management) since
its formation in 2005. Director since 2018. Also a Director
of The Madison Square Garden Sports Corp., The Wendy’s
Company, and Sysco Corporation. Age 78.

David S. Taylor

Chairman of the Board, President and Chief Executive
Officer of the Company. Director since 2015. Also a Director
of Delta Airlines. Age 62.

Margaret C. Whitman

Chief Executive Officer of Quibi (mobile media) since 2018.
Former President and Chief Executive Officer of Hewlett
Packard Enterprise (multinational information technology)
from 2015 to 2017. President and Chief Executive Officer of
the Hewlett-Packard Company from 2011 to 2015, as well as
Chairman of the Board from 2014 to 2015. Director since 2011,
having previously served as a Director from 2003 to 2008.
Age 64.

Patricia A. Woertz

Former Chairman of the Board, President and Chief
Executive Officer of Archer Daniels Midland Company
(agricultural processors of oilseeds, corn, wheat and
cocoa, etc.). Director since 2008. Also a Director of 3M
Company. Age 67.

The Board of Directors Has Four Committees:

• Audit
• Compensation & Leadership Development
• Governance & Public Responsibility
• Innovation & Technology

The Procter & Gamble Company • 77

Company Leadership

David S. Taylor

Chairman of the Board, President and Chief Executive Officer

Jon R. Moeller

Vice Chairman, Chief Operating Officer and Chief Financial Officer

Steven D. Bishop

Chief Executive Officer –
Health Care

Gary Coombe

Chief Executive Officer –
Grooming

Mary Lynn Ferguson-McHugh

Shailesh G. Jejurikar

Chief Executive Officer –
Family Care and P&G Ventures

Chief Executive Officer –
Fabric and Home Care

Ma. Fatima D. Francisco

R. Alexandra Keith

Chief Executive Officer –
Baby and Feminine Care

Chief Executive Officer –
Beauty

Laura Becker

Henry Karamanoukian

Valarie Sheppard

President – Global Business Services

Vittorio Cretella

Chief Information Officer

Jennifer Davis

President – Feminine Care

Philip J. Duncan

Chief Design Officer

Kathleen B. Fish

Chief Research, Development
and Innovation Officer

Paul Gama

President – Personal Health Care

Tracey Grabowski

Chief Human Resources Officer

Virginie Helias

Chief Sustainability Officer

Damon Jones

Chief Communications Officer

President – Go-to-Market, China
and Hair Care, Greater China

Deborah P. Majoras

Chief Legal Officer and Secretary

Controller and Treasurer;
and Group Vice President –
Company Transition Leader

Mindy Sherwood

President – Global Walmart

Shelly McNamara

Chief Equality & Inclusion Officer

Kirti Singh

Julio Nemeth

Chief Product Supply Officer

Ken Patel

Chief Ethics & Compliance Officer
and Chief Patent Counsel

Juan Fernando Posada

President – Latin America

Matthew S. Price

President – Greater China

Marc S. Pritchard

Chief Brand Officer

Sundar Raman

President – Home Care
and P&G Professional

Chief Analytics and Insights Officer

Markus Strobel

President – Skin & Personal Care

Magesvaran Suranjan

President – Asia Pacific,
Middle East and Africa

Loïc Tassel

President – Europe

Carolyn Tastad

Group President – North America
and Chief Sales Officer

Monica Turner

Executive Vice President –
Sales, North America

As of August 1, 2020

Visit us at us.pg.com/leadership-team to learn more about P&G’s global leaders.

78 • The Procter & Gamble Company

Company and Shareholder Information

P&G’s Purpose

Shareowner Services

Registrar

We will provide branded products and
services of superior quality and value
that improve the lives of the world’s
consumers, now and for generations
to come. As a result, consumers
will reward us with leadership sales,
proﬁt and value creation, allowing
our people, our shareholders and the
communities in which we live and
work to prosper. To learn more,
please visit www.pg.com.

EQ Shareowner Services serves
as transfer and dividend paying
agent for P&G Common Stock
and Administrator of the Procter
& Gamble Direct Stock Purchase
Plan. Registered shareholders and
Plan participants needing account
assistance with share transfers,
plan purchases/sales, lost stock
certiﬁcates, etc., should contact
EQ Shareowner Services at:

Brands

P&G products have made a name
for themselves by combining
“what’s needed” with “what’s
possible”— making laundry rooms,
living rooms, bedrooms, kitchens,
nurseries, and bathrooms a little
more enjoyable since 1837. For
information on our portfolio of
brands and our latest innovations,
please visit www.pg.com/brands.

Citizenship

We are committed to doing what’s
right and being a good corporate
citizen. We focus our Citizenship
efforts in ﬁve areas: Ethics & Corporate
Responsibility, Community Impact,
Diversity & Inclusion, Gender Equality
and Environmental Sustainability.
To learn more, please visit
www.pg.com/citizenship.

P&G Online

pg.com

news.pg.com

facebook.com/proctergamble

twitter.com/proctergamble

linkedin.com/company/

procter-and-gamble

youtube.com/proctergamble

instagram.com/proctergamble

Stock Symbol

Website www.shareowneronline.com
Email www.shareowneronline.com
Click Contact Us under the
Email section.
Phone (M–F, 7am–7pm CST)
1-800-742-6253 or 1-651-450-4064

P&G Direct Stock
Purchase Plan

The Procter & Gamble Direct Stock
Purchase Plan (DSPP) is a direct
stock purchase and dividend
reinvestment plan. The DSPP is open
to current P&G shareholders as well
as new investors and is designed to
encourage long-term investment
in P&G by providing a convenient
and economical way to purchase
P&G stock and reinvest dividends.
Highlights of the plan include:

• Minimum initial investment — $250
• Twice-weekly purchases
• 24/7 online account access
• Optional cash investment —

minimum $50

• Administered by EQ
Shareowner Services

For complete information on
the DSPP, please read the Plan
Prospectus. The Prospectus and
online Plan Application are available
at www.shareowneronline.com or by
contacting EQ Shareowner Services.

Transfer Agent

EQ Shareowner Services
1110 Centre Pointe Curve, Suite 101
Mendota Heights, MN 55120-4100

EQ Shareowner Services
P.O. Box 64874
St. Paul, MN 55164-0874

Exchange Listings

New York Stock Exchange

Corporate Headquarters

The Procter & Gamble Company
1 P&G Plaza
Cincinnati, OH 45202-3315

Annual Meeting

The next annual meeting of
shareholders will be held on Tuesday,
October 13, 2020. A full transcript of
the meeting will be available from
P&G’s Assistant Secretary, who can
be reached at 1 P&G Plaza, Cincinnati,
OH 45202-3315.

Form 10-K

Shareholders may obtain a copy of
P&G’s 2020 report to the Securities
and Exchange Commission on
Form 10-K at no charge by going to
www.pginvestor.com or by sending
a written request to EQ Shareowner
Services, P.O. Box 64874, St. Paul,
MN 55164-0874.

The most recent certiﬁcations
by our Chief Executive and Chief
Financial Ofﬁcers pursuant to Section
302 of the Sarbanes-Oxley Act of 2002
are ﬁled as exhibits to our Form 10-K/A
for the ﬁscal year ended June 30,
2020. We have also ﬁled with the
New York Stock Exchange the most
recent Annual CEO certiﬁcation as
required by Section 303A.12(a) of the
New York Stock Exchange Listed
Company Manual.

The paper utilized in the printing of this annual

report is certiﬁed to the FSC® Standards, which

promotes environmentally appropriate, socially

beneﬁcial and economically viable management

of the world’s forests.

Design: Madison Design

Recognitions and Awards

P&G’s dedication to superiority allows us to serve the world’s consumers better and
create shareholder value in the process. These recognitions demonstrate our impact
as a force for good and a force for growth.

BR ANDS &
INNOVATION

2019 IRI New Products Pacesetter Report:
Six of the Top 25 non-food launches

I C A’SM

AM E

OMPA N I

2020

Ranked in Top 10

ETHICS & CORPOR ATE
RESPONSIBILIT Y

U.S. CHAMBER
OF COMMERCE
FOUNDATION

Social Responsibility
in Action

Among Fast Company’s
2020 World Changing
Ideas in Creativity

COMMUNIT Y
IMPACT

DIVERSIT Y
& INCLUSION

™

GENDER
EQUALIT Y

ENVIRONMENTAL
SUSTAINABILIT Y

5 years in a row

Since 2001

TOP

100

Most
Sustainable
Companies
2020

Logos are property of their respective owners; used with permission.

Explore the digital version of
the 2020 P&G Annual Report at
www.pg.com/annualreport2020