UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark one)


x			True			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended ~~December~~March 31, ~~2021~~2022


o			False			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

THE PROCTER & GAMBLE COMPANY

(Exact name of registrant as specified in its charter)

Ohio

1-434

31-0411980

(State of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification Number)

One Procter & Gamble Plaza

Cincinnati

One Procter & Gamble Plaza, Cincinnati, Ohio

45202

(Address of principal executive offices)

(Zip Code)

(513) 983-1100

(Registrant’s telephone number, including area code)

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


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, without Par Value	PG	NYSE
2.000% Notes due 2022	PG22B	NYSE
1.125% Notes due 2023	PG23A	NYSE
0.500% Notes due 2024	PG24A	NYSE
0.625% Notes due 2024	PG24B	NYSE
1.375% Notes due 2025	PG25	NYSE
0.110% Notes due 2026	PG26D	NYSE
4.875% EUR notes due May 2027	PG27A	NYSE
1.200% Notes due 2028	PG28	NYSE
1.250% Notes due 2029	PG29B	NYSE
1.800% Notes due 2029	PG29A	NYSE
6.250% GBP notes due January 2030	PG30	NYSE
0.350% Notes due 2030	PG30C	NYSE
0.230% Notes due 2031	PG31A	NYSE
5.250% GBP notes due January 2033	PG33	NYSE
1.875% Notes due 2038	PG38	NYSE
0.900% Notes due 2041	PG41	NYSE

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 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 filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

False

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

There were ~~2,397,065,706~~2,399,296,841 shares of Common Stock outstanding as of ~~December~~March 31, ~~2021.~~2022.

PART I. FINANCIAL INFORMATION


Item 1.			Financial Statements

THE PROCTER & GAMBLE COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EARNINGS


		Three Months Ended December 31				Six Months Ended December 31					Three Months Ended March 31				Nine Months Ended March 31
Amounts in millions except per share amounts	Amounts in millions except per share amounts	2021		2020		2021		2020		Amounts in millions except per share amounts	2022		2021		2022		2021
NET SALES	NET SALES	$	20,953	$	19,745	$	41,291	$	39,063	NET SALES	$	19,381	$	18,109	$	60,672	$	57,172
Cost of products sold	Cost of products sold	10,664		9,253		21,029		18,395		Cost of products sold	10,326		8,922		31,355		27,317
Selling, general and administrative expense	Selling, general and administrative expense	5,121		5,112		10,071		10,007		Selling, general and administrative expense	5,031		5,402		15,102		15,409
OPERATING INCOME	OPERATING INCOME	5,168		5,380		10,191		10,661		OPERATING INCOME	4,024		3,785		14,215		14,446
Interest expense	Interest expense	(106)		(143)		(215)		(279)		Interest expense	(109)		(106)		(324)		(385)
Interest income	Interest income	10		9		21		19		Interest income	9		11		30		30
Other non-operating income/(expense), net	Other non-operating income/(expense), net	167		(369)		277		(227)		Other non-operating income/(expense), net	147		187		424		(40)
EARNINGS BEFORE INCOME TAXES	EARNINGS BEFORE INCOME TAXES	5,239		4,877		10,274		10,174		EARNINGS BEFORE INCOME TAXES	4,071		3,877		14,345		14,051
Income taxes	Income taxes	997		990		1,906		1,979		Income taxes	704		628		2,610		2,607
NET EARNINGS	NET EARNINGS	4,242		3,887		8,368		8,195		NET EARNINGS	3,367		3,249		11,735		11,444
Less: Net earnings attributable to noncontrolling interests		19		33		33		64
Less: Net earnings/(loss) attributable to noncontrolling interests										Less: Net earnings/(loss) attributable to noncontrolling interests	12		(20)		45		44
NET EARNINGS ATTRIBUTABLE TO PROCTER & GAMBLE	NET EARNINGS ATTRIBUTABLE TO PROCTER & GAMBLE	$	4,223	$	3,854	$	8,335	$	8,131	NET EARNINGS ATTRIBUTABLE TO PROCTER & GAMBLE	$	3,355	$	3,269	$	11,690	$	11,400

NET EARNINGS PER SHARE (1)	NET EARNINGS PER SHARE (1)									NET EARNINGS PER SHARE (1)
Basic	Basic	$	1.72	$	1.53	$	3.39	$	3.22	Basic	$	1.37	$	1.30	$	4.76	$	4.53
Diluted	Diluted	$	1.66	$	1.47	$	3.27	$	3.10	Diluted	$	1.33	$	1.26	$	4.59	$	4.37

DILUTED WEIGHTED AVERAGE COMMON SHARES OUTSTANDING	DILUTED WEIGHTED AVERAGE COMMON SHARES OUTSTANDING	2,544.2		2,615.4		2,551.6		2,620.4		DILUTED WEIGHTED AVERAGE COMMON SHARES OUTSTANDING	2,530.2		2,590.3		2,544.4		2,610.4

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

See accompanying Notes to Consolidated Financial Statements.

THE PROCTER & GAMBLE COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME


		Three Months Ended December 31				Six Months Ended December 31					Three Months Ended March 31				Nine Months Ended March 31
Amounts in millions	Amounts in millions	2021		2020		2021		2020		Amounts in millions	2022		2021		2022		2021
NET EARNINGS	NET EARNINGS	$	4,242	$	3,887	$	8,368	$	8,195	NET EARNINGS	$	3,367	$	3,249	$	11,735	$	11,444
OTHER COMPREHENSIVE INCOME/(LOSS), NET OF TAX	OTHER COMPREHENSIVE INCOME/(LOSS), NET OF TAX									OTHER COMPREHENSIVE INCOME/(LOSS), NET OF TAX
Foreign currency translation	Foreign currency translation	(241)		885		(706)		1,237		Foreign currency translation	23		(598)		(683)		639
Unrealized gains on investment securities	Unrealized gains on investment securities	2		8		7		14		Unrealized gains on investment securities	—		5		7		19
Unrealized gains/(losses) on defined benefit retirement plans		737		(101)		879		(170)
Unrealized gains on defined benefit retirement plans										Unrealized gains on defined benefit retirement plans	89		194		968		24
TOTAL OTHER COMPREHENSIVE INCOME/(LOSS), NET OF TAX	TOTAL OTHER COMPREHENSIVE INCOME/(LOSS), NET OF TAX	498		792		180		1,081		TOTAL OTHER COMPREHENSIVE INCOME/(LOSS), NET OF TAX	112		(399)		292		682
TOTAL COMPREHENSIVE INCOME	TOTAL COMPREHENSIVE INCOME	4,740		4,679		8,548		9,276		TOTAL COMPREHENSIVE INCOME	3,479		2,850		12,027		12,126
Less: Total comprehensive income attributable to noncontrolling interests		19		35		33		71
Less: Total comprehensive income/(loss) attributable to noncontrolling interests										Less: Total comprehensive income/(loss) attributable to noncontrolling interests	8		(21)		41		50
TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO PROCTER & GAMBLE	TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO PROCTER & GAMBLE	$	4,721	$	4,644	$	8,515	$	9,205	TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO PROCTER & GAMBLE	$	3,471	$	2,871	$	11,986	$	12,076

See accompanying Notes to Consolidated Financial Statements.

THE PROCTER & GAMBLE COMPANY AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS


Amounts in millions	Amounts in millions			December 31, 2021		June 30, 2021		Amounts in millions			March 31, 2022		June 30, 2021
Assets	Assets							Assets
CURRENT ASSETS	CURRENT ASSETS							CURRENT ASSETS
Cash and cash equivalents	Cash and cash equivalents			$	11,544	$	10,288	Cash and cash equivalents			$	8,526	$	10,288
Accounts receivable	Accounts receivable			5,241		4,725		Accounts receivable			5,513		4,725
INVENTORIES	INVENTORIES							INVENTORIES
Materials and supplies	Materials and supplies			2,061		1,645		Materials and supplies			2,146		1,645
Work in process	Work in process			766		719		Work in process			837		719
Finished goods	Finished goods			3,846		3,619		Finished goods			4,118		3,619
Total inventories	Total inventories			6,673		5,983		Total inventories			7,101		5,983
Prepaid expenses and other current assets	Prepaid expenses and other current assets			2,087		2,095		Prepaid expenses and other current assets			2,276		2,095
TOTAL CURRENT ASSETS	TOTAL CURRENT ASSETS			25,545		23,091		TOTAL CURRENT ASSETS			23,416		23,091
PROPERTY, PLANT AND EQUIPMENT, NET	PROPERTY, PLANT AND EQUIPMENT, NET			21,357		21,686		PROPERTY, PLANT AND EQUIPMENT, NET			21,323		21,686
GOODWILL	GOODWILL			40,315		40,924		GOODWILL			40,710		40,924
TRADEMARKS AND OTHER INTANGIBLE ASSETS, NET	TRADEMARKS AND OTHER INTANGIBLE ASSETS, NET			23,538		23,642		TRADEMARKS AND OTHER INTANGIBLE ASSETS, NET			23,913		23,642
OTHER NONCURRENT ASSETS	OTHER NONCURRENT ASSETS			10,661		9,964		OTHER NONCURRENT ASSETS			10,855		9,964
TOTAL ASSETS	TOTAL ASSETS			$	121,416	$	119,307	TOTAL ASSETS			$	120,217	$	119,307

Liabilities and Shareholders' Equity	Liabilities and Shareholders' Equity							Liabilities and Shareholders' Equity
CURRENT LIABILITIES	CURRENT LIABILITIES							CURRENT LIABILITIES
Accounts payable	Accounts payable			$	14,154	$	13,720	Accounts payable			$	14,175	$	13,720
Accrued and other liabilities	Accrued and other liabilities			10,542		10,523		Accrued and other liabilities			10,324		10,523
Debt due within one year	Debt due within one year			13,331		8,889		Debt due within one year			9,902		8,889
TOTAL CURRENT LIABILITIES	TOTAL CURRENT LIABILITIES			38,027		33,132		TOTAL CURRENT LIABILITIES			34,401		33,132
LONG-TERM DEBT	LONG-TERM DEBT			22,322		23,099		LONG-TERM DEBT			23,767		23,099
DEFERRED INCOME TAXES	DEFERRED INCOME TAXES			6,506		6,153		DEFERRED INCOME TAXES			6,543		6,153
OTHER NONCURRENT LIABILITIES	OTHER NONCURRENT LIABILITIES			9,668		10,269		OTHER NONCURRENT LIABILITIES			9,760		10,269
TOTAL LIABILITIES	TOTAL LIABILITIES			76,523		72,653		TOTAL LIABILITIES			74,471		72,653
SHAREHOLDERS’ EQUITY	SHAREHOLDERS’ EQUITY							SHAREHOLDERS’ EQUITY
Preferred stock	Preferred stock			856		870		Preferred stock			846		870
Common stock – shares issued –	Common stock – shares issued –	December 2021	4,009.2					Common stock – shares issued –	March 2022	4,009.2
		June 2021	4,009.2	4,009		4,009			June 2021	4,009.2	4,009		4,009
Additional paid-in capital	Additional paid-in capital			65,432		64,848		Additional paid-in capital			65,614		64,848
Reserve for ESOP debt retirement	Reserve for ESOP debt retirement			(965)		(1,006)		Reserve for ESOP debt retirement			(916)		(1,006)
Accumulated other comprehensive loss	Accumulated other comprehensive loss			(13,564)		(13,744)		Accumulated other comprehensive loss			(13,448)		(13,744)
Treasury stock	Treasury stock			(121,543)		(114,973)		Treasury stock			(122,272)		(114,973)
Retained earnings	Retained earnings			110,393		106,374		Retained earnings			111,645		106,374
Noncontrolling interest	Noncontrolling interest			275		276		Noncontrolling interest			268		276
TOTAL SHAREHOLDERS’ EQUITY	TOTAL SHAREHOLDERS’ EQUITY			44,893		46,654		TOTAL SHAREHOLDERS’ EQUITY			45,746		46,654
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY			$	121,416	$	119,307	TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY			$	120,217	$	119,307

See accompanying Notes to Consolidated Financial Statements.

THE PROCTER & GAMBLE COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY


		Three Months Ended December 31, 2021											Three Months Ended March 31, 2022
Dollars in millions; shares in thousands	Dollars in millions; shares in thousands	Common Stock		Preferred Stock	Add-itional Paid-In Capital	Reserve for ESOP Debt Retirement	Accumulated Other Comp-rehensive Income/(Loss)	Treasury Stock	Retained Earnings	Non-controlling Interest	Total Share-holders' Equity	Dollars in millions; shares in thousands	Common Stock		Preferred Stock	Add-itional Paid-In Capital	Reserve for ESOP Debt Retirement	Accumulated Other Comp-rehensive Income/(Loss)	Treasury Stock	Retained Earnings	Non-controlling Interest	Total Share-holders' Equity
		Shares	Amount										Shares	Amount
BALANCE SEPTEMBER 30, 2021		2,419,948	$4,009	$859	$65,148	($964)	($14,062)	($117,240)	$108,361	$297	$46,408
BALANCE DECEMBER 31, 2021												BALANCE DECEMBER 31, 2021	2,397,066	$4,009	$856	$65,432	($965)	($13,564)	($121,543)	$110,393	$275	$44,893
Net earnings	Net earnings								4,223	19	4,242	Net earnings								3,355	12	3,367
Other comprehensive income/(loss)	Other comprehensive income/(loss)						498			—	498	Other comprehensive income/(loss)						116			(4)	112
Dividends and dividend equivalents ($0.8698 per share):	Dividends and dividend equivalents ($0.8698 per share):											Dividends and dividend equivalents ($0.8698 per share):
Common	Common								(2,108)		(2,108)	Common								(2,092)		(2,092)
Preferred	Preferred								(70)		(70)	Preferred								(68)		(68)
Treasury stock purchases	Treasury stock purchases	(31,433)						(4,754)			(4,754)	Treasury stock purchases	(7,909)						(1,249)			(1,249)
Employee stock plans	Employee stock plans	7,986			284			448			732	Employee stock plans	9,108			180			512			692
Preferred stock conversions	Preferred stock conversions	565		(3)	—			3			—	Preferred stock conversions	1,032		(10)	2			8			—
ESOP debt impacts	ESOP debt impacts					(1)			(13)		(14)	ESOP debt impacts					49			57		106
Noncontrolling interest, net	Noncontrolling interest, net				—					(41)	(41)	Noncontrolling interest, net				—					(15)	(15)
BALANCE DECEMBER 31, 2021		2,397,066	$4,009	$856	$65,432	($965)	($13,564)	($121,543)	$110,393	$275	$44,893
BALANCE MARCH 31, 2022												BALANCE MARCH 31, 2022	2,399,297	$4,009	$846	$65,614	($916)	($13,448)	($122,272)	$111,645	$268	$45,746


		Six Months Ended December 31, 2021											Nine Months Ended March 31, 2022
Dollars in millions; shares in thousands	Dollars in millions; shares in thousands	Common Stock		Preferred Stock	Add-itional Paid-In Capital	Reserve for ESOP Debt Retirement	Accumulated Other Comp-rehensive Income/(Loss)	Treasury Stock	Retained Earnings	Non-controlling Interest	Total Share-holders' Equity	Dollars in millions; shares in thousands	Common Stock		Preferred Stock	Add-itional Paid-In Capital	Reserve for ESOP Debt Retirement	Accumulated Other Comp-rehensive Income/(Loss)	Treasury Stock	Retained Earnings	Non-controlling Interest	Total Share-holders' Equity
		Shares	Amount										Shares	Amount
BALANCE JUNE 30, 2021	BALANCE JUNE 30, 2021	2,429,706	$4,009	$870	$64,848	($1,006)	($13,744)	($114,973)	$106,374	$276	$46,654	BALANCE JUNE 30, 2021	2,429,706	$4,009	$870	$64,848	($1,006)	($13,744)	($114,973)	$106,374	$276	$46,654
Net earnings	Net earnings								8,335	33	8,368	Net earnings								11,690	45	11,735
Other comprehensive income/(loss)	Other comprehensive income/(loss)						180			—	180	Other comprehensive income/(loss)						296			(4)	292
Dividends and dividend equivalents ($1.7396 per share):
Dividends and dividend equivalents ($2.6094 per share):												Dividends and dividend equivalents ($2.6094 per share):
Common	Common								(4,226)		(4,226)	Common								(6,318)		(6,318)
Preferred	Preferred								(140)		(140)	Preferred								(208)		(208)
Treasury stock purchases	Treasury stock purchases	(50,786)						(7,504)			(7,504)	Treasury stock purchases	(58,695)						(8,753)			(8,753)
Employee stock plans	Employee stock plans	16,423			584			922			1,506	Employee stock plans	25,531			764			1,434			2,198
Preferred stock conversions	Preferred stock conversions	1,723		(14)	2			12			—	Preferred stock conversions	2,755		(24)	4			20			—
ESOP debt impacts	ESOP debt impacts					41			50		91	ESOP debt impacts					90			107		197
Noncontrolling interest, net	Noncontrolling interest, net				(2)					(34)	(36)	Noncontrolling interest, net				(2)					(49)	(51)
BALANCE DECEMBER 31, 2021		2,397,066	$4,009	$856	$65,432	($965)	($13,564)	($121,543)	$110,393	$275	$44,893
BALANCE MARCH 31, 2022												BALANCE MARCH 31, 2022	2,399,297	$4,009	$846	$65,614	($916)	($13,448)	($122,272)	$111,645	$268	$45,746

See accompanying Notes to Consolidated Financial Statements.


		Three Months Ended December 31, 2020											Three Months Ended March 31, 2021
Dollars in millions; shares in thousands	Dollars in millions; shares in thousands	Common Stock		Preferred Stock	Add-itional Paid-In Capital	Reserve for ESOP Debt Retirement	Accumulated Other Comp-rehensive Income/(Loss)	Treasury Stock	Retained Earnings	Non-controlling Interest	Total Share-holders' Equity	Dollars in millions; shares in thousands	Common Stock		Preferred Stock	Add-itional Paid-In Capital	Reserve for ESOP Debt Retirement	Accumulated Other Comp-rehensive Income/(Loss)	Treasury Stock	Retained Earnings	Non-controlling Interest	Total Share-holders' Equity
		Shares	Amount										Shares	Amount
BALANCE SEPTEMBER 30, 2020		2,479,606	$4,009	$888	$64,467	($1,046)	($15,881)	($106,794)	$102,539	$394	$48,576
BALANCE DECEMBER 31, 2020												BALANCE DECEMBER 31, 2020	2,462,476	$4,009	$885	$64,672	($1,072)	($15,091)	($109,583)	$104,361	$359	$48,540
Net earnings	Net earnings								3,854	33	3,887	Net earnings								3,269	(20)	3,249
Other comprehensive income/(loss)	Other comprehensive income/(loss)						790			2	792	Other comprehensive income/(loss)						(398)			(1)	(399)
Dividends and dividend equivalents ($0.7907 per share):	Dividends and dividend equivalents ($0.7907 per share):											Dividends and dividend equivalents ($0.7907 per share):
Common	Common								(1,966)		(1,966)	Common								(1,952)		(1,952)
Preferred	Preferred								(66)		(66)	Preferred								(65)		(65)
Treasury stock purchases	Treasury stock purchases	(21,485)						(3,008)			(3,008)	Treasury stock purchases	(23,085)						(3,001)			(3,001)
Employee stock plans	Employee stock plans	3,836			205			216			421	Employee stock plans	7,605			8			427			435
Preferred stock conversions	Preferred stock conversions	519		(3)	—			3			—	Preferred stock conversions	1,237		(12)	2			10			—
ESOP debt impacts	ESOP debt impacts					(26)			—		(26)	ESOP debt impacts					66			61		127
Noncontrolling interest, net	Noncontrolling interest, net									(70)	(70)	Noncontrolling interest, net									(15)	(15)
BALANCE DECEMBER 31, 2020		2,462,476	$4,009	$885	$64,672	($1,072)	($15,091)	($109,583)	$104,361	$359	$48,540
BALANCE MARCH 31, 2021												BALANCE MARCH 31, 2021	2,448,233	$4,009	$873	$64,682	($1,006)	($15,489)	($112,147)	$105,674	$323	$46,919


		Six Months Ended December 31, 2020											Nine Months Ended March 31, 2021
Dollars in millions; shares in thousands	Dollars in millions; shares in thousands	Common Stock		Preferred Stock	Add-itional Paid-In Capital	Reserve for ESOP Debt Retirement	Accumulated Other Comp-rehensive Income/(Loss)	Treasury Stock	Retained Earnings	Non-controlling Interest	Total Share-holders' Equity	Dollars in millions; shares in thousands	Common Stock		Preferred Stock	Add-itional Paid-In Capital	Reserve for ESOP Debt Retirement	Accumulated Other Comp-rehensive Income/(Loss)	Treasury Stock	Retained Earnings	Non-controlling Interest	Total Share-holders' Equity
		Shares	Amount										Shares	Amount
BALANCE JUNE 30, 2020	BALANCE JUNE 30, 2020	2,479,746	$4,009	$897	$64,194	($1,080)	($16,165)	($105,573)	$100,239	$357	$46,878	BALANCE JUNE 30, 2020	2,479,746	$4,009	$897	$64,194	($1,080)	($16,165)	($105,573)	$100,239	$357	$46,878
Net earnings	Net earnings								8,131	64	8,195	Net earnings								11,400	44	11,444
Other comprehensive income/(loss)	Other comprehensive income/(loss)						1,074			7	1,081	Other comprehensive income/(loss)						676			6	682
Dividends and dividend equivalents ( $1.5814 per share):
Dividends and dividend equivalents ( $2.3721 per share):												Dividends and dividend equivalents ( $2.3721 per share):
Common	Common								(3,935)		(3,935)	Common								(5,887)		(5,887)
Preferred	Preferred								(132)		(132)	Preferred								(197)		(197)
Treasury stock purchases	Treasury stock purchases	(36,127)						(5,008)			(5,008)	Treasury stock purchases	(59,212)						(8,009)			(8,009)
Employee stock plans	Employee stock plans	17,340			476			988			1,464	Employee stock plans	24,945			484			1,415			1,899
Preferred stock conversions	Preferred stock conversions	1,517		(12)	2			10			—	Preferred stock conversions	2,754		(24)	4			20			—
ESOP debt impacts	ESOP debt impacts					8			58		66	ESOP debt impacts					74			119		193
Noncontrolling interest, net	Noncontrolling interest, net				0					(69)	(69)	Noncontrolling interest, net									(84)	(84)
BALANCE DECEMBER 31, 2020		2,462,476	$4,009	$885	$64,672	($1,072)	($15,091)	($109,583)	$104,361	$359	$48,540
BALANCE MARCH 31, 2021												BALANCE MARCH 31, 2021	2,448,233	$4,009	$873	$64,682	($1,006)	($15,489)	($112,147)	$105,674	$323	$46,919

See accompanying Notes to Consolidated Financial Statements.

THE PROCTER & GAMBLE COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS


		Six Months Ended December 31					Nine Months Ended March 31
Amounts in millions	Amounts in millions	2021		2020		Amounts in millions	2022		2021
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD	CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD	$	10,288	$	16,181	CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD	$	10,288	$	16,181
OPERATING ACTIVITIES	OPERATING ACTIVITIES					OPERATING ACTIVITIES
Net earnings	Net earnings	8,368		8,195		Net earnings	11,735		11,444
Depreciation and amortization	Depreciation and amortization	1,395		1,342		Depreciation and amortization	2,085		2,025
Loss on early extinguishment of debt	Loss on early extinguishment of debt	—		512		Loss on early extinguishment of debt	—		512
Share-based compensation expense	Share-based compensation expense	268		254		Share-based compensation expense	398		398
Deferred income taxes	Deferred income taxes	(101)		145		Deferred income taxes	(259)		(167)
Gain on sale of assets	Gain on sale of assets	(82)		(14)		Gain on sale of assets	(84)		(15)
Changes in:	Changes in:					Changes in:
Accounts receivable	Accounts receivable	(644)		(462)		Accounts receivable	(916)		(604)
Inventories	Inventories	(840)		(217)		Inventories	(1,252)		(399)
Accounts payable, accrued and other liabilities	Accounts payable, accrued and other liabilities	1,431		312		Accounts payable, accrued and other liabilities	1,347		1,049
Other operating assets and liabilities	Other operating assets and liabilities	(84)		(14)		Other operating assets and liabilities	(131)		(92)
Other	Other	53		110		Other	87		99
TOTAL OPERATING ACTIVITIES	TOTAL OPERATING ACTIVITIES	9,764		10,163		TOTAL OPERATING ACTIVITIES	13,010		14,250
INVESTING ACTIVITIES	INVESTING ACTIVITIES					INVESTING ACTIVITIES
Capital expenditures	Capital expenditures	(1,717)		(1,417)		Capital expenditures	(2,464)		(2,073)
Proceeds from asset sales	Proceeds from asset sales	97		39		Proceeds from asset sales	99		40
Acquisitions, net of cash acquired	Acquisitions, net of cash acquired	(349)		—		Acquisitions, net of cash acquired	(1,381)		—
Change in other investments	Change in other investments	3		—		Change in other investments	4		(10)
TOTAL INVESTING ACTIVITIES	TOTAL INVESTING ACTIVITIES	(1,966)		(1,378)		TOTAL INVESTING ACTIVITIES	(3,742)		(2,043)
FINANCING ACTIVITIES	FINANCING ACTIVITIES					FINANCING ACTIVITIES
Dividends to shareholders	Dividends to shareholders	(4,353)		(4,055)		Dividends to shareholders	(6,508)		(6,066)
Increases in short-term debt with original maturities of more than three months		6,747		5,267
Additions to short-term debt with original maturities of more than three months						Additions to short-term debt with original maturities of more than three months	10,146		6,238
Reductions in short-term debt with original maturities of more than three months	Reductions in short-term debt with original maturities of more than three months	(1,730)		(2,602)		Reductions in short-term debt with original maturities of more than three months	(8,163)		(3,805)
Increases/(reductions) in other short-term debt		(1,124)		(6,083)
Reductions in other short-term debt						Reductions in other short-term debt	(849)		(5,814)
Additions to long-term debt	Additions to long-term debt	2,136		2,429		Additions to long-term debt	4,385		2,429
Reductions to long-term debt (1)	Reductions to long-term debt (1)	(1,673)		(4,220)		Reductions to long-term debt (1)	(2,776)		(4,889)
Treasury stock purchases	Treasury stock purchases	(7,504)		(5,008)		Treasury stock purchases	(8,753)		(8,009)
Impact of stock options and other	Impact of stock options and other	1,215		1,101		Impact of stock options and other	1,800		1,470
TOTAL FINANCING ACTIVITIES	TOTAL FINANCING ACTIVITIES	(6,286)		(13,171)		TOTAL FINANCING ACTIVITIES	(10,718)		(18,446)
EFFECT OF EXCHANGE RATE CHANGES ON CASH, CASH EQUIVALENTS AND RESTRICTED CASH	EFFECT OF EXCHANGE RATE CHANGES ON CASH, CASH EQUIVALENTS AND RESTRICTED CASH	(256)		146		EFFECT OF EXCHANGE RATE CHANGES ON CASH, CASH EQUIVALENTS AND RESTRICTED CASH	(312)		65
CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	1,256		(4,240)		CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	(1,762)		(6,174)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD	CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD	$	11,544	$	11,941	CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD	$	8,526	$	10,007

(1) Includes early extinguishment of debt costs of $512 during the ~~six~~nine months ended ~~December~~March 31, ~~2020.~~2021.

See accompanying Notes to Consolidated Financial Statements.

THE PROCTER & GAMBLE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of Presentation

These statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2021. In the opinion of management, the accompanying unaudited Consolidated Financial Statements of The Procter & Gamble Company and subsidiaries (the "Company," "Procter & Gamble," "P&G," "we" or "our") contain all adjustments necessary to present fairly the financial position, results of operations and cash flows for the interim periods reported. However, the results of operations included in such financial statements may not necessarily be indicative of annual results.

Beginning in fiscal year 2022, the Company began to present increases and reductions in short-term debt with maturities of more than three months separately within the Consolidated Statements of Cash Flows. The presentation for the ~~six~~nine months ended ~~December~~March 31, ~~2020~~2021 has been revised to align with the current period presentation. This change had no impact on total financing activities, and we have concluded the change is not material.

2. New Accounting Pronouncements and Policies

In March 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2020-04, "Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting". The amendments provide optional expedients and exceptions for applying generally accepted accounting principles ("GAAP") to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. In January 2021, the FASB issued ASU No. 2021-01, "Reference Rate Reform (Topic 848): Scope", which clarified that certain optional expedients and exceptions in Topic 848 apply to derivative instruments that are affected by the discounting transition due to reference rate reform. These ASUs were effective upon issuance and may be applied prospectively to contract modifications and hedging relationships entered into or evaluated through December 31, 2022. We have completed our evaluation of significant contracts. Most contracts ~~and~~reviewed will mature prior to the termination of LIBOR or will be modified to apply a new reference rate, primarily the Secured Overnight Financing Rate ("SOFR") where applicable. As a result, the guidance has not had, and is not expected to have, a material impact on the Company's Consolidated Financial Statements. ~~Specific elections of expedients and exceptions provided under the ASUs will be made when contract modifications in response to reference rate reform commence.~~

In November 2021, the FASB issued ASU 2021-10, "Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance". This guidance requires annual disclosures for transactions with a government authority that are accounted for by applying a grant or contribution model. These amendments are effective for annual periods beginning after December 15, 2021, with early adoption permitted. We plan to adopt the standard for the fiscal year ending June 30, 2023. We are currently assessing the impact of this guidance on our Consolidated Financial Statements and disclosures.

No other new accounting pronouncement issued or effective during the fiscal year had, or is expected to have, a material impact on our Consolidated Financial Statements.

3. 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 (Conditioners, Shampoos, Styling Aids, Treatments); Skin and Personal Care (Antiperspirants and Deodorants, Personal Cleansing, Skin Care);

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

•Health Care: Oral Care (Toothbrushes, Toothpaste, Other Oral Care); Personal Health 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).

Amounts in millions of dollars unless otherwise specified.

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)					% of Net sales by operating segment (1)
		Three Months Ended December 31		Six Months Ended December 31			Three Months Ended March 31		Nine Months Ended March 31
		2021	2020	2021	2020		2022	2021	2022	2021
Fabric Care	Fabric Care	22%	22%	23%	22%	Fabric Care	23%	23%	23%	22%
Home Care	Home Care	11%	11%	11%	12%	Home Care	12%	12%	11%	12%
Baby Care	Baby Care	11%	10%	10%	10%	Baby Care	11%	11%	10%	10%
Skin and Personal Care	Skin and Personal Care	10%	10%	10%	10%	Skin and Personal Care	9%	9%	10%	10%
Family Care						Family Care	9%	9%	9%	9%
Hair Care	Hair Care	9%	9%	9%	9%	Hair Care	8%	9%	9%	9%
Family Care		8%	9%	8%	9%
Oral Care	Oral Care	8%	9%	8%	8%	Oral Care	8%	8%	8%	8%
Shave Care	Shave Care	7%	7%	7%	7%	Shave Care	7%	7%	6%	7%
Feminine Care	Feminine Care	6%	6%	6%	6%	Feminine Care	6%	6%	6%	6%
Personal Health Care	Personal Health Care	6%	5%	6%	5%	Personal Health Care	6%	5%	6%	5%
Other	Other	2%	2%	2%	2%	Other	1%	1%	2%	2%
Total	Total	100%	100%	100%	100%	Total	100%	100%	100%	100%

(1)% of Net sales by operating segment excludes sales held in Corporate.

The following is a summary of reportable segment results:


			Three Months Ended December 31						Six Months Ended December 31								Three Months Ended March 31						Nine Months Ended March 31
			Net Sales		Earnings/(Loss) Before Income Taxes		Net Earnings		Net Sales		Earnings/(Loss) Before Income Taxes		Net Earnings				Net Sales		Earnings/(Loss) Before Income Taxes		Net Earnings		Net Sales		Earnings/(Loss) Before Income Taxes		Net Earnings
Beauty	Beauty	2021	$	3,926	$	1,179	$	947	$	7,890	$	2,421	$	1,938	Beauty	2022	$	3,389	$	792	$	644	$	11,279	$	3,213	$	2,582
		2020	3,806		1,196		955		7,591		2,424		1,931			2021	3,316		721		577		10,907		3,145		2,508
Grooming	Grooming	2021	1,811		576		476		3,498		1,094		893		Grooming	2022	1,481		353		290		4,979		1,447		1,183
		2020	1,735		537		452		3,336		963		807			2021	1,438		314		256		4,774		1,277		1,063
Health Care	Health Care	2021	2,976		905		701		5,652		1,600		1,230		Health Care	2022	2,662		625		485		8,314		2,225		1,715
		2020	2,746		830		655		5,217		1,509		1,180			2021	2,356		484		377		7,573		1,993		1,557
Fabric & Home Care	Fabric & Home Care	2021	6,972		1,463		1,137		13,981		3,009		2,328		Fabric & Home Care	2022	6,699		1,275		969		20,680		4,284		3,297
		2020	6,498		1,599		1,250		13,142		3,341		2,599			2021	6,275		1,348		1,027		19,417		4,689		3,626
Baby, Feminine & Family Care	Baby, Feminine & Family Care	2021	5,116		1,187		914		9,980		2,262		1,740		Baby, Feminine & Family Care	2022	4,935		1,091		836		14,915		3,353		2,576
		2020	4,858		1,352		1,044		9,581		2,670		2,053			2021	4,604		1,133		871		14,185		3,803		2,924
Corporate	Corporate	2021	152		(71)		67		290		(112)		239		Corporate	2022	215		(65)		143		505		(177)		382
		2020	102		(637)		(469)		196		(733)		(375)			2021	120		(123)		141		316		(856)		(234)
Total Company	Total Company	2021	$	20,953	$	5,239	$	4,242	$	41,291	$	10,274	$	8,368	Total Company	2022	$	19,381	$	4,071	$	3,367	$	60,672	$	14,345	$	11,735
		2020	19,745		4,877		3,887		39,063		10,174		8,195			2021	18,109		3,877		3,249		57,172		14,051		11,444

Amounts in millions of dollars unless otherwise specified.

4. Goodwill and Other Intangible Assets

Goodwill is allocated by reportable segment as follows:


		Beauty		Grooming		Health Care		Fabric & Home Care		Baby, Feminine & Family Care		Total Company			Beauty		Grooming		Health Care		Fabric & Home Care		Baby, Feminine & Family Care		Total Company
Goodwill at June 30, 2021	Goodwill at June 30, 2021	$	13,257	$	13,095	$	8,046	$	1,873	$	4,653	$	40,924	Goodwill at June 30, 2021	$	13,257	$	13,095	$	8,046	$	1,873	$	4,653	$	40,924
Acquisitions and divestitures	Acquisitions and divestitures	188		—		1		—		—		189		Acquisitions and divestitures	770		—		1		—		—		771
Translation and other	Translation and other	(288)		(200)		(194)		(26)		(90)		(798)		Translation and other	(368)		(257)		(216)		(32)		(112)		(985)
Goodwill at December 31, 2021		$	13,157	$	12,895	$	7,853	$	1,847	$	4,563	$	40,315
Goodwill at March 31, 2022														Goodwill at March 31, 2022	$	13,659	$	12,838	$	7,831	$	1,841	$	4,541	$	40,710

Goodwill decreased from June 30, 2021 due to currency translation, partially offset by three acquisitions (Farmacy Beauty, Ouai and TULA) in the Beauty ~~and Health Care.~~reportable segment.

Identifiable intangible assets at ~~December~~March 31, ~~2021~~2022 were comprised of:


		Gross Carrying Amount		Accumulated Amortization			Gross Carrying Amount		Accumulated Amortization
Intangible assets with determinable lives	Intangible assets with determinable lives	$	8,688	$	(6,198)	Intangible assets with determinable lives	$	9,147	$	(6,262)
Intangible assets with indefinite lives	Intangible assets with indefinite lives	21,048		—		Intangible assets with indefinite lives	21,028		—
Total identifiable intangible assets	Total identifiable intangible assets	$	29,736	$	(6,198)	Total identifiable intangible assets	$	30,175	$	(6,262)

Intangible assets with determinable lives consist of brands, patents, technology and customer relationships. The intangible assets with indefinite lives primarily consist of brands. The amortization expense of determinable-lived intangible assets for the three months ended ~~December~~March 31, 2022 and 2021 was $79 and ~~2020 was $74 million and $79 million,~~$78, respectively. For the ~~six~~nine months ended ~~December~~March 31, ~~2021~~2022 and ~~2020,~~2021, the amortization expense was ~~$151 million~~$230 and ~~$163 million,~~$241, respectively.

Goodwill and indefinite-lived intangible assets are not amortized but are tested at least annually for impairment 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. If the resulting fair value is less than the asset's carrying value, that difference represents an impairment. Our annual impairment testing for goodwill and indefinite-lived intangible assets occurs during the three months ended December 31.

The business unit valuations used to test goodwill and intangible assets for impairment depend on a number of significant estimates and assumptions, including macroeconomic conditions, overall category growth rates, competitive activities, cost containment, margin expansion and Company business plans. We believe these estimates and assumptions are reasonable. However, future changes in the judgments, assumptions and estimates that are used in our impairment testing for goodwill and indefinite-lived intangible assets, including discount rates, tax rates or future cash flow projections, could result in significantly different estimates of the fair values. To the extent changes in 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 non-cash impairment charges in the future.

Most of our goodwill reporting units are comprised of a combination of legacy and acquired businesses and as a result have fair value cushions that, at a minimum, exceed three times their underlying carrying values. Certain of our ~~goodwill~~ reporting units, in particular Shave Care and Appliances, are comprised entirely of acquired businesses and as a result, have historically had fair value cushions that are not as high. The Appliances reporting unit has a fair value that significantly exceeds the underlying carrying value. As previously disclosed, the carrying values of the Shave Care reporting unit and the related Gillette indefinite-lived intangible asset were impaired during the quarter ended June 30, 2019. Based on our impairment testing during the three months ended December 31, 2021, the Shave Care reporting unit fair value exceeded its carrying value by more than 30% and the Gillette indefinite-lived intangible asset fair value exceeded its carrying value by approximately 5%.

The most significant assumptions utilized in the determination of the estimated fair values of the Shave Care reporting unit and the Gillette indefinite-lived intangible asset are the net sales and earnings growth rates (including residual growth rates), the discount rate and the royalty rate. The residual growth ~~rate represents~~rates represent the expected rate at which the Shave Care 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 depends on overall market growth rates, the competitive environment, inflation, relative currency exchange rates and business activities that impact market share. As a result, the residual growth rate could be adversely impacted by a sustained deceleration in category growth, grooming habit changes, devaluation of currencies against the U.S. dollar or an increased competitive environment. The discount rate, which is consistent with a weighted average

Amounts in millions of dollars unless otherwise specified.

cost of capital that is likely to be expected by a market participant, is based upon industry required rates of return, including

~~Amounts in millions of dollars unless otherwise specified.~~

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. The royalty rate used to determine the estimated fair value for the Gillette indefinite-lived intangible asset is driven by historical and estimated future profitability of the underlying Gillette business. The royalty rate may be impacted by significant adverse changes in long-term operating margins.

While management has implemented strategies to address these events, changes in operating plans or adverse changes in the business or in the macroeconomic environment in the future could reduce the underlying cash flows used to estimate fair values and could result in a decline in fair value that would trigger future impairment charges of the Shave Care reporting unit's goodwill and Gillette indefinite-lived ~~intangibles.~~intangible asset. The duration and severity of the pandemic could also result in future impairment charges for the Shave Care reporting unit goodwill and the Gillette indefinite-lived intangible asset. While we have concluded that no ~~impairment exists based on our annual testing~~triggering event has occurred during the quarter ended ~~December~~March 31, ~~2021,~~2022, the Gillette indefinite-lived intangible asset is most susceptible to future impairment risk. Our assessment of the Gillette indefinite-lived intangible asset assumes the net sales growth rates will continue to recover from the impact of the COVID-19 pandemic during the current fiscal year. There continues to be a high level of uncertainty relating to how the pandemic will evolve, how governments and consumers will react, progress on the distribution of vaccines and whether the pandemic will have a longer-term effect on consumer habits. Accordingly, there continues to be risk related to this key assumption. A more prolonged pandemic recovery period could impact the assumptions utilized in the determination of the estimated fair values of the Shave Care reporting unit and the Gillette indefinite-lived intangible asset that are significant enough to trigger an impairment. Net sales and earnings growth rates could be negatively impacted by reductions or changes in demand for our Shave Care products, which may be caused by, among other things: the Russia-Ukraine War, the temporary inability of consumers to purchase our products due to illness, quarantine or other travel restrictions, or financial hardship, changes in the use and frequency of grooming products, by shifts in demand away from one or more of our higher priced products to lower priced products or by impacts of potential supply chain constraints. In addition, relative global and country/regional macroeconomic factors, including the Russia-Ukraine War, could result in additional and prolonged devaluation of other countries’ currencies relative to the U.S. dollar. Finally, the discount rate utilized in our valuation model could be impacted by changes in the underlying interest rates and risk premiums included in the determination of the cost of capital. As of ~~December~~March 31, ~~2021,~~2022, the carrying values of the Shave Care goodwill and the Gillette indefinite-lived intangible asset were ~~$12.6~~$12.5 billion and $14.1 billion, respectively.

We performed a sensitivity analysis for the Shave Care reporting unit and the Gillette indefinite-lived intangible asset as part of our annual impairment testing, ~~during the three months ended December 31, 2021,~~ utilizing reasonably possible changes in the assumptions for the shorter-term and residual growth rates, discount rate and royalty rate to demonstrate the potential impacts to estimated fair values. The table below provides, in isolation, the estimated fair value impacts related to a 25 basis-point increase in the discount rate, a 25 basis-point decrease in our shorter-term and residual revenue growth rates or a 50 basis-point decrease in our royalty rate, some of which would result in an impairment of the Gillette indefinite-lived intangible asset.


	Approximate Percent Change in Estimated Fair Value
	+25 bps Discount Rate	-25 bps Growth Rates	-50 bps Royalty Rate
Shave Care goodwill reporting unit	(6)%	(6)%	N/A
Gillette indefinite-lived intangible asset	(6)%	(6)%	(3)%

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

Amounts in millions of dollars unless otherwise specified.

5. Earnings Per Share

Basic net earnings per common share are calculated by dividing Net earnings attributable to Procter & Gamble less preferred dividends by the weighted average number of common shares outstanding during the period. 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 period. The diluted shares include the dilutive effect of stock options and other stock-based awards based on the treasury stock method and the assumed conversion of preferred stock.

Net earnings per share were calculated as follows:


CONSOLIDATED AMOUNTS	CONSOLIDATED AMOUNTS	Three Months Ended December 31				Six Months Ended December 31				CONSOLIDATED AMOUNTS	Three Months Ended March 31				Nine Months Ended March 31
		2021		2020		2021		2020			2022		2021		2022		2021
Net earnings	Net earnings	$	4,242	$	3,887	$	8,368	$	8,195	Net earnings	$	3,367	$	3,249	$	11,735	$	11,444
Less: Net earnings attributable to noncontrolling interests		19		33		33		64
Less: Net earnings/(loss) attributable to noncontrolling interests										Less: Net earnings/(loss) attributable to noncontrolling interests	12		(20)		45		44
Net earnings attributable to P&G (Diluted)	Net earnings attributable to P&G (Diluted)	4,223		3,854		8,335		8,131		Net earnings attributable to P&G (Diluted)	3,355		3,269		11,690		11,400
Less: Preferred dividends	Less: Preferred dividends	70		66		140		132		Less: Preferred dividends	68		65		208		197
Net earnings attributable to P&G available to common shareholders (Basic)	Net earnings attributable to P&G available to common shareholders (Basic)	$	4,153	$	3,788	$	8,195	$	7,999	Net earnings attributable to P&G available to common shareholders (Basic)	$	3,287	$	3,204	$	11,482	$	11,203

SHARES IN MILLIONS	SHARES IN MILLIONS									SHARES IN MILLIONS
Basic weighted average common shares outstanding	Basic weighted average common shares outstanding	2,413.4		2,475.8		2,420.7		2,481.0		Basic weighted average common shares outstanding	2,400.5		2,459.1		2,414.0		2,473.7
Add: Effect of dilutive securities	Add: Effect of dilutive securities									Add: Effect of dilutive securities
Convertible preferred shares (1)	Convertible preferred shares (1)	79.6		83.1		80.1		83.5		Convertible preferred shares (1)	78.9		82.3		79.7		83.1
Stock options and other unvested equity awards (2)	Stock options and other unvested equity awards (2)	51.2		56.5		50.8		55.9		Stock options and other unvested equity awards (2)	50.8		48.9		50.7		53.6
Diluted weighted average common shares outstanding	Diluted weighted average common shares outstanding	2,544.2		2,615.4		2,551.6		2,620.4		Diluted weighted average common shares outstanding	2,530.2		2,590.3		2,544.4		2,610.4

NET EARNINGS PER SHARE (3)	NET EARNINGS PER SHARE (3)									NET EARNINGS PER SHARE (3)
Basic	Basic	$	1.72	$	1.53	$	3.39	$	3.22	Basic	$	1.37	$	1.30	$	4.76	$	4.53
Diluted	Diluted	$	1.66	$	1.47	$	3.27	$	3.10	Diluted	$	1.33	$	1.26	$	4.59	$	4.37

(1)An overview of preferred shares can be found in our Annual Report on Form 10-K for the year ended June 30, 2021.

(2)Excludes 145 million and 12 million for the three months ended March 31, 2022 and 2021, respectively, and 11 million and 8 million for the ~~three~~nine months ended ~~December~~March 31, ~~2021~~2022 and ~~2020, respectively, and 13 million and 6 million for the six months ended December 31,~~ 2021, ~~and 2020,~~ respectively, of weighted average stock options outstanding because the exercise price of these options was greater than their average market value or their effect was antidilutive.

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

6. Share-Based Compensation and Postretirement Benefits

The following table provides a summary of our share-based compensation expense and postretirement benefit costs:


		Three Months Ended December 31				Six Months Ended December 31					Three Months Ended March 31				Nine Months Ended March 31
		2021		2020		2021		2020			2022		2021		2022		2021
Share-based compensation expense	Share-based compensation expense	$	152	$	165	$	268	$	254	Share-based compensation expense	$	130	$	144	$	398	$	398
Net periodic benefit cost for pension benefits	Net periodic benefit cost for pension benefits	47		46		95		93		Net periodic benefit cost for pension benefits	47		48		143		141
Net periodic benefit credit for other retiree benefits	Net periodic benefit credit for other retiree benefits	(119)		(80)		(222)		(160)		Net periodic benefit credit for other retiree benefits	(126)		(80)		(348)		(240)

Amounts in millions of dollars unless otherwise specified.

7. Risk Management Activities and Fair Value Measurements

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. There have been no significant changes in our risk management policies or activities during the ~~six~~nine months ended ~~December~~March 31, ~~2021.~~2022.

The Company has not changed its valuation techniques used in measuring the fair value of any financial assets and liabilities during the period. 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. Also, there was no significant activity within the Level 3 assets and liabilities during the periods presented. There were no significant assets or liabilities that were remeasured at fair value on a non-recurring basis for the ~~six~~nine months ended ~~December~~March 31, ~~2021.~~2022.

Cash equivalents were ~~$9.9~~$7.0 billion and $9.1 billion as of ~~December~~March 31, ~~2021~~2022 and June 30, 2021, respectively, and are classified as Level 1 within the fair value hierarchy. Other investments had a fair value of ~~$154~~$153 and $192 as of ~~December~~March 31, ~~2021~~2022 and June 30, 2021, respectively, including equity securities of $126 and $163 as of ~~December~~March 31, ~~2021~~2022 and June 30, 2021, respectively, and are presented in Other noncurrent assets. Investments are measured at fair value and primarily classified as Level 1 and Level 2 within the fair value hierarchy. Level 1 are based on quoted market prices in active markets for identical assets, and Level 2 are based on quoted market prices for similar instruments. There are no material investment balances classified as Level 3 within the fair value hierarchy or using net asset value as a practical expedient. Unrealized losses on equity securities were $2$(4) during the three months ended ~~December~~March 31, ~~2021 and $31~~2022. Unrealized gains on equity securities were $58 during the ~~six~~three months ended ~~December~~March 31, 2021. Unrealized losses on equity securities were ~~not significant for~~$(36) during the ~~three and six~~nine months ended ~~December~~March 31, ~~2020.~~2022. Unrealized gains on equity securities were $58 during the nine months ended March 31, 2021. These unrealized ~~losses~~gains/(losses) are recognized in the Consolidated Statements of Earnings in Other non-operating income/(expense), net.

The fair value of long-term debt was ~~$28.3~~$27.8 billion and $28.8 billion as of ~~December~~March 31, ~~2021~~2022 and June 30, 2021, respectively. This includes the current portion of long-term debt instruments ($~~4.3 billion and $3.6~~3.6 billion as of ~~December~~March 31, ~~2021~~2022 and June 30, ~~2021, respectively)~~2021). 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.

Disclosures about Financial Instruments

The notional amounts and fair values of financial instruments used in hedging transactions as of ~~December~~March 31, ~~2021~~2022 and June 30, 2021 are as follows:


		Notional Amount				Fair Value Asset				Fair Value (Liability)					Notional Amount				Fair Value Asset				Fair Value (Liability)
		December 31, 2021		June 30, 2021		December 31, 2021		June 30, 2021		December 31, 2021		June 30, 2021			March 31, 2022		June 30, 2021		March 31, 2022		June 30, 2021		March 31, 2022		June 30, 2021
DERIVATIVES IN FAIR VALUE HEDGING RELATIONSHIPS	DERIVATIVES IN FAIR VALUE HEDGING RELATIONSHIPS													DERIVATIVES IN FAIR VALUE HEDGING RELATIONSHIPS
Interest rate contracts	Interest rate contracts	$	6,302	$	7,415	$	52	$	146	$	(3)	$	—	Interest rate contracts	$	5,241	$	7,415	$	15	$	146	$	(182)	$	—
DERIVATIVES IN NET INVESTMENT HEDGING RELATIONSHIPS	DERIVATIVES IN NET INVESTMENT HEDGING RELATIONSHIPS													DERIVATIVES IN NET INVESTMENT HEDGING RELATIONSHIPS
Foreign currency interest rate contracts	Foreign currency interest rate contracts	$	8,530	$	8,484	$	348	$	89	$	(2)	$	(94)	Foreign currency interest rate contracts	$	8,428	$	8,484	$	359	$	89	$	(10)	$	(94)
TOTAL DERIVATIVES DESIGNATED AS HEDGING INSTRUMENTS	TOTAL DERIVATIVES DESIGNATED AS HEDGING INSTRUMENTS	$	14,832	$	15,899	$	400	$	235	$	(5)	$	(94)	TOTAL DERIVATIVES DESIGNATED AS HEDGING INSTRUMENTS	$	13,669	$	15,899	$	374	$	235	$	(192)	$	(94)

DERIVATIVES NOT DESIGNATED AS HEDGING INSTRUMENTS	DERIVATIVES NOT DESIGNATED AS HEDGING INSTRUMENTS													DERIVATIVES NOT DESIGNATED AS HEDGING INSTRUMENTS
Foreign currency contracts	Foreign currency contracts	$	6,881	$	5,060	$	46	$	20	$	(10)	$	(22)	Foreign currency contracts	$	6,916	$	5,060	$	31	$	20	$	(26)	$	(22)

TOTAL DERIVATIVES AT FAIR VALUE	TOTAL DERIVATIVES AT FAIR VALUE	$	21,713	$	20,959	$	446	$	255	$	(15)	$	(116)	TOTAL DERIVATIVES AT FAIR VALUE	$	20,585	$	20,959	$	405	$	255	$	(218)	$	(116)

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 ~~$6.3~~$5.1 billion and $7.5 billion as of ~~December~~March 31, ~~2021~~2022 and June 30, 2021, 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 ~~$12.6~~$12.2 billion and $12.0 billion as of ~~December~~March 31, ~~2021~~2022 and June 30, 2021, respectively. The decrease in the notional balance of interest rate contracts was primarily due to the maturity of interest rate swaps that were associated with multiple bonds maturing in the period. The increase in the notional balance of foreign currency contracts not designated as hedging instruments primarily reflects changes in the level of intercompany financing activity during the period.

Amounts in millions of dollars unless otherwise specified.

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. Changes in the fair value of net investment hedges are recognized in the Foreign currency translation component of Other comprehensive income (OCI). All of the Company's derivative assets and liabilities measured at fair value are classified as Level 2 within the fair value hierarchy.

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


		Amount of Gain/(Loss) Recognized in OCI on Derivatives									Amount of Gain/(Loss) Recognized in OCI on Derivatives
		Three Months Ended December 31				Six Months Ended December 31					Three Months Ended March 31				Nine Months Ended March 31
		2021		2020		2021		2020			2022		2021		2022		2021
DERIVATIVES IN NET INVESTMENT HEDGING RELATIONSHIPS (1) (2)	DERIVATIVES IN NET INVESTMENT HEDGING RELATIONSHIPS (1) (2)									DERIVATIVES IN NET INVESTMENT HEDGING RELATIONSHIPS (1) (2)
Foreign exchange contracts	Foreign exchange contracts	$	218	$	(352)	$	426	$	(538)	Foreign exchange contracts	$	104	$	393	$	530	$	(145)

(1)For the derivatives in net investment hedging relationships, the amount of gain excluded from effectiveness testing, which was recognized in earnings, was ~~$17~~$18 and ~~$16~~$15 for the three months ended ~~December~~March 31, ~~2021~~2022 and ~~2020,~~2021, respectively. The amount of gain excluded from effectiveness testing was ~~$32~~$50 and ~~$30~~$45 for the ~~six~~nine months ended ~~December~~March 31, ~~2021~~2022 and ~~2020,~~2021, respectively.

(2)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 recognized in Accumulated other comprehensive ~~income/(loss)~~income (AOCI) for such instruments was ~~$264~~$237 and ~~$(595)~~$509 for the three months ended ~~December~~March 31, ~~2021~~2022 and ~~2020,~~2021, respectively. The amount of gain/(loss) recognized in AOCI for such instruments was ~~$567~~$804 and ~~$(1,241)~~$(732) for the ~~six~~nine months ended ~~December��~~March 31, ~~2021~~2022 and ~~2020,~~2021, respectively.


		Amount of Gain/(Loss) Recognized in Earnings									Amount of Gain/(Loss) Recognized in Earnings
		Three Months Ended December 31				Six Months Ended December 31					Three Months Ended March 31				Nine Months Ended March 31
		2021		2020		2021		2020			2022		2021		2022		2021
DERIVATIVES IN FAIR VALUE HEDGING RELATIONSHIPS	DERIVATIVES IN FAIR VALUE HEDGING RELATIONSHIPS									DERIVATIVES IN FAIR VALUE HEDGING RELATIONSHIPS
Interest rate contracts	Interest rate contracts	$	(61)	$	(2)	$	(97)	$	5	Interest rate contracts	$	(216)	$	(100)	$	(313)	$	(95)
DERIVATIVES NOT DESIGNATED AS HEDGING INSTRUMENTS	DERIVATIVES NOT DESIGNATED AS HEDGING INSTRUMENTS									DERIVATIVES NOT DESIGNATED AS HEDGING INSTRUMENTS
Foreign currency contracts	Foreign currency contracts	$	54	$	202	$	30	$	308	Foreign currency contracts	$	(2)	$	(87)	$	28	$	221

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 Statements 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 Selling, general and administrative expense (SG&A).

Amounts in millions of dollars unless otherwise specified.

8. 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:


		Investment Securities		Post-retirement Benefits		Foreign Currency Translation		Total AOCI			Investment Securities		Post-retirement Benefits		Foreign Currency Translation		Total AOCI
Balance at June 30, 2021	Balance at June 30, 2021	$	15	$	(2,963)	$	(10,796)	$	(13,744)	Balance at June 30, 2021	$	15	$	(2,963)	$	(10,796)	$	(13,744)
OCI before reclassifications (1)	OCI before reclassifications (1)	6		768		(706)		68		OCI before reclassifications (1)	6		812		(683)		135
Amounts reclassified from AOCI into the Consolidated Statements of Earnings (2)	Amounts reclassified from AOCI into the Consolidated Statements of Earnings (2)	1		111		—		112		Amounts reclassified from AOCI into the Consolidated Statements of Earnings (2)	1		156		0		157
Net current period OCI	Net current period OCI	7		879		(706)		180		Net current period OCI	7		968		(683)		292
Less: Other comprehensive income/(loss) attributable to non-controlling interests	Less: Other comprehensive income/(loss) attributable to non-controlling interests	—		—		—		—		Less: Other comprehensive income/(loss) attributable to non-controlling interests	—		—		(4)		(4)
Balance at December 31, 2021		$	22	$	(2,084)	$	(11,502)	$	(13,564)
Balance at March 31, 2022										Balance at March 31, 2022	$	22	$	(1,995)	$	(11,475)	$	(13,448)

(1)Net of tax expense of ~~$2, $243~~$1, $257 and ~~$234~~$314 for gains/losses on investment securities, postretirement benefit items and foreign currency translation, respectively. Income tax effects within foreign currency translation include impacts from items such as net investment hedge transactions. Foreign cumulative translation is not adjusted for income taxes related to permanent investments in international subsidiaries.

(2)Net of tax expense of $0, ~~$39~~$55 and $0 for gains/losses on investment securities, postretirement benefit items and foreign currency translation, respectively.

The below provides additional details on amounts reclassified from AOCI into the Consolidated Statements 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.

9. Commitments and Contingencies

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, product liability, advertising, contracts, environmental, patent and trademark matters, labor and employment matters and tax. 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.

We are also subject to contingencies pursuant 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.

Income Tax Uncertainties

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 ongoing basis and are adjusted in light of changing facts and circumstances, including progress of tax audits, developments in case law and closing of statutes of limitations. Such adjustments are reflected in the tax provision as appropriate. We have tax years open ranging from ~~2008~~2010 and forward. We are generally not able to reliably estimate the ultimate settlement amounts until the close of an 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 less than $10, including interest and penalties.

Additional information on the Commitments and Contingencies of the Company can be found in our Annual Report on Form 10-K for the year ended June 30, 2021.

Amounts in millions of dollars unless otherwise specified.


Item 2.			Management's Discussion and Analysis of Financial Condition and Results of Operations

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 9 to the Consolidated Financial Statements." These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result” and similar expressions. Forward-looking statements are based on current expectations and assumptions, which are subject to risks and uncertainties that may cause results to differ materially from those expressed or implied in the forward-looking statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events or otherwise, except to the extent required by law.

Risks and uncertainties to which our forward-looking statements are subject include, without limitation: (1) the ability to successfully manage global financial risks, including foreign currency fluctuations, currency exchange or pricing controls and localized volatility; (2) the ability to successfully manage local, regional or global economic volatility, including reduced market growth rates, and to generate sufficient income and cash flow to allow the Company to affect the expected share repurchases and dividend payments; (3) the ability to manage disruptions in credit markets or to our banking partners or changes to our credit rating; (4) the ability to maintain key manufacturing and supply arrangements (including execution of supply chain optimizations and sole supplier and sole manufacturing plant arrangements) and to manage disruption of business due to various factors, including ones outside of our control, such as natural disasters, acts of war or(including the Russia-Ukraine War), terrorism or disease outbreaks; (5) the ability to successfully manage cost fluctuations and pressures, including prices of commodities and raw materials, and costs of labor, transportation, energy, pension and healthcare; (6) the ability to stay on the leading edge of innovation, obtain necessary intellectual property protections and successfully respond to changing consumer habits, evolving digital marketing and selling platform requirements and technological advances attained by, and patents granted to, competitors; (7) the ability to compete with our local and global competitors in new and existing sales channels, including by successfully responding to competitive factors such as prices, promotional incentives and trade terms for products; (8) the ability to manage and maintain key customer relationships; (9) the ability to protect our reputation and brand equity by successfully managing real or perceived issues, including concerns about safety, quality, ingredients, efficacy, packaging content, supply chain practices or similar matters that may arise; (10) the ability to successfully manage the financial, legal, reputational and operational risks associated with third-party relationships, such as our suppliers, contract manufacturers, distributors, contractors and external business partners; (11) the ability to rely on and maintain key company and third party information and operational technology systems, networks and services, and maintain the security and functionality of such systems, networks and services and the data contained therein; (12) the ability to successfully manage uncertainties related to changing political conditions and potential implications such as exchange rate fluctuations and market contractions; (13) the ability to successfully manage current and expanding regulatory and legal requirements and matters (including, without limitation, those laws and regulations involving product liability, product and packaging composition, intellectual property, labor and employment, antitrust, privacy and data protection, tax, environmental, due diligence, risk oversight and accounting and financial reporting) and to resolve new and pending matters within current estimates; (14) the ability to manage changes in applicable tax laws and regulations including maintaining our intended tax treatment of divestiture transactions; (15) the ability to successfully manage our ongoing acquisition, divestiture and joint venture activities, in each case to achieve the Company’s overall business strategy and financial objectives, without impacting the delivery of base business objectives; (16) the ability to successfully achieve productivity improvements and cost savings and manage ongoing organizational changes, while successfully identifying, developing and retaining key employees, including in key growth markets where the availability of skilled or experienced employees may be limited; and (17) the ability to successfully manage the demand, supply and operational challenges associated with a disease outbreak, including epidemics, pandemics or similar widespread public health concerns (including ~~the COVID-19 outbreak)~~COVID-19). A detailed discussion of risks and uncertainties that could cause actual results and events to differ materially from those projected herein, is included in the section titled "Economic Conditions and Uncertainties" and the section titled "Risk Factors" (Part I,II, Item 1A) of this Form 10-Q.

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 into the following sections:

•Overview

•Summary of Results – ~~Six~~Nine months ended ~~December~~March 31, ~~2021~~2022

•Economic Conditions and Uncertainties

•Results of Operations – Three and ~~Six~~Nine Months ended ~~December~~March 31, ~~2021~~2022

•Business Segment Discussion – Three and ~~Six~~Nine Months ended ~~December~~March 31, ~~2021~~2022

•Liquidity and Capital Resources

•Reconciliation of Measures Not Defined by U.S. GAAP

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), that include organic sales growth, core net earnings per share (Core EPS), adjusted free cash flow and adjusted free cash flow productivity. The explanation at the end of the MD&A provides the definition of these non-GAAP measures, details on the use and the derivation of these measures, as well as reconciliations to the most directly comparable U.S. GAAP measure.

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 market 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

P&G is a global leader in the fast-moving consumer goods industry, focused on providing branded consumer packaged goods of superior quality and value to our consumers around the world. Our products are sold in more than 180 countries and territories, primarily through mass merchandisers, e-commerce, social 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. We also sell direct to consumers. We have on-the-ground operations in approximately 70 countries.

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

The table below lists our reportable segments, including the product categories and brand composition within each segment.


Reportable Segments	Product Categories (Sub-Categories)	Major Brands
Beauty	Hair Care (Conditioners, Shampoos, Styling Aids, Treatments)	Head & Shoulders, Herbal Essences, Pantene, Rejoice
	Skin and Personal Care (Antiperspirants and Deodorants, Personal Cleansing, Skin Care)	Olay, Old Spice, Safeguard, Secret, SK-II
Grooming	Grooming (1) (Shave Care - Female Blades & Razors, Male Blades & Razors, Pre- and Post-Shave Products, Other Shave Care; Appliances)	Braun, Gillette, Venus
Health Care	Oral Care (Toothbrushes, Toothpastes, Other Oral Care)	Crest, Oral-B
	Personal Health Care (Gastrointestinal, Rapid Diagnostics, Respiratory, Vitamins/Minerals/Supplements, Pain Relief, Other Personal Health Care)	Metamucil, Neurobion, Pepto-Bismol, Vicks
Fabric & Home Care	Fabric Care (Fabric Enhancers, Laundry Additives, Laundry Detergents)	Ariel, Downy, Gain, Tide
	Home Care (Air Care, Dish Care, P&G Professional, Surface Care)	Cascade, Dawn, Fairy, Febreze, Mr. Clean, Swiffer
Baby, Feminine & Family Care	Baby Care (Baby Wipes, Taped Diapers and Pants)	Luvs, Pampers
	Feminine Care (Adult Incontinence, Feminine Care)	Always, Always Discreet, Tampax
	Family Care (Paper Towels, Tissues, Toilet Paper)	Bounty, Charmin, Puffs

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

The following table provides the percentage of net sales and net earnings by reportable business segment for the three and ~~six~~nine months ended ~~December~~March 31, ~~2021~~2022 (excluding net sales and net earnings in Corporate):


		Three Months Ended December 31, 2021		Six Months Ended December 31, 2021		Three Months Ended March 31, 2022			Nine Months Ended March 31, 2022
		Net Sales	Net Earnings	Net Sales	Net Earnings			Net Sales	Net Earnings	Net Sales	Net Earnings
Beauty	Beauty	19%	23%	19%	24%		Beauty	17%	20%	19%	23%
Grooming	Grooming	9%	11%	9%	11%		Grooming	8%	9%	8%	10%
Health Care	Health Care	14%	17%	14%	15%		Health Care	14%	15%	14%	15%
Fabric & Home Care	Fabric & Home Care	33%	27%	34%	29%		Fabric & Home Care	35%	30%	34%	29%
Baby, Feminine & Family Care	Baby, Feminine & Family Care	25%	22%	24%	21%		Baby, Feminine & Family Care	26%	26%	25%	23%
Total Company	Total Company	100%	100%	100%	100%		Total Company	100%	100%	100%	100%

SUMMARY OF RESULTS

The following are highlights of results for the ~~six~~nine months ended ~~December~~March 31, ~~2021~~2022 versus the ~~six~~nine months ended ~~December~~March 31, ~~2020:~~2021:

•Net sales increased 6% to ~~$41.3~~$60.7 billion, due to a double digit increase in Health Care, a high single digit increase in ~~Health~~Fabric & Home Care, ~~and~~ mid-single digit increases in ~~Beauty,~~ Grooming ~~Fabric & Home Care~~ and Baby, Feminine & Family ~~Care.~~Care and a low single digit increase in Beauty. Organic sales, which exclude the impacts of acquisitions and divestitures and foreign exchange, increased 5%7%. Overall, organic sales increased ~~high single~~double digits in Health Care, increased ~~mid-single~~high single digits in Fabric & Home Care, increased mid-single digits in Grooming and Baby, Feminine & Family Care and increased low single digits in Beauty.

•Net earnings were ~~$8.4~~$11.7 billion, an increase of ~~$0.2~~$0.3 billion, or 2%3%, versus the prior year period due to the increase in net sales and a ~~base~~prior year period loss on early debt extinguishment, partially offset by a decrease in operating margin.

•Net earnings attributable to Procter & Gamble were ~~$8.3~~$11.7 billion, an increase of ~~$0.2~~$0.3 billion, or 3%, versus the prior year.

•Diluted net earnings per share (EPS) increased 5% to ~~$3.27~~$4.59 due primarily to the increase in net earnings and a reduction in the weighted average shares outstanding. Net earnings per share ~~were flat~~increased 1% versus the prior year period core net earnings per share due to the prior period loss on early debt extinguishment.

•Operating cash flow was ~~$9.8~~$13.0 billion. Adjusted free cash flow, which is operating cash flow less capital expenditures and certain other impacts, was ~~$8.3~~$10.8 billion. Adjusted free cash flow productivity was ~~99%~~92%.

ECONOMIC CONDITIONS AND UNCERTAINTIES

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

Changes in Costs. Our costs are subject to fluctuations, particularly due to changes in commodity prices, transportation costs and our own productivity efforts. We have significant exposures to certain commodities, in particular certain oil-derived materials like resins and paper-based materials like pulp. Volatility in the market price of these commodity input materials has a direct impact on our costs. Disruptions in our manufacturing, supply and distribution operations, including energy shortages, port congestions, labor constraints and freight container and truck shortages have impacted our costs and could do so in the future. If we are unable to manage these impacts through pricing actions, cost savings projects and sourcing decisions, as well as through consistent productivity improvements, it may adversely impact our gross margin, operating margin, net earnings and cash flows. Net sales could also be adversely impacted following pricing actions if there is a negative impact on the consumption of our products. We strive to implement, achieve and sustain cost improvement plans, including outsourcing projects, supply chain optimization and general overhead and workforce optimization. If we are not successful in executing and sustaining these changes, there could be a negative impact on our gross margin, operating margin, net earnings and cash flows.

Foreign Exchange. We have both translation and transaction exposure to the fluctuation of exchange rates. Translation exposures relate to exchange rate impacts of measuring income statements of foreign subsidiaries that do not use the U.S. dollar as their functional currency. Transaction exposures relate to 1) the impact from input costs that are denominated in a currency other than the local reporting currency and 2) the revaluation of transaction-related working capital balances denominated in currencies other than the functional currency. In three out of the past four years, a number of foreign currencies have weakened versus the U.S. dollar, leading to lower sales and earnings from these foreign exchange impacts. Certain countries that recently had and are currently experiencing significant exchange rate fluctuations include Argentina, Turkey, Brazil and Russia. These fluctuations have significantly impacted our historical net sales, costs and net earnings and could do so in the future. Increased pricing in response to certain fluctuations in foreign currency exchange rates may offset portions of the currency impacts but could also have a negative impact on the consumption of our products, which would negatively affect our net sales, gross margin, operating margin, net earnings and cash flows.

Government Policies. Our net earnings and cash flows could be affected by changes in U.S. or foreign government legislative, regulatory or enforcement policies. For example, our net earnings and cash flows could be affected by any future legislative or

regulatory changes in U.S. or non-U.S. tax policy, or any significant change in global tax policy adopted under the current work

being led by the Organisation for Economic Co-operation and Development ("OECD") for the G20 focused on "Addressing the Challenges of the Digitalization of the Economy." The breadth of the OECD project extends beyond pure digital businesses, and if agreed and enacted by most countries, is likely to impact most large multinational businesses by both redefining jurisdictional taxation rights and broadly establishing a 15% minimum tax on their foreign operations. Our net sales, gross margin, operating margin, net earnings and cash flows may also be impacted by changes in U.S. and foreign government policies related to environmental and climate change matters. Additionally, we attempt to carefully manage our debt, currency and other exposures in certain countries with currency exchange, import authorization and pricing controls, such as Nigeria, Algeria, Egypt, Argentina and Turkey. Further, our net sales, gross margin, operating margin, net earnings and cash flows could be affected by changes to international trade agreements in North America and elsewhere. Changes in government policies in these areas might cause an increase or decrease in our net sales, gross margin, operating margin, net earnings and cash flows.

COVID-19 Disclosures. Our priorities during the COVID-19 pandemic continue to be in 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 we sell products that are essential to the daily lives of consumers, the pandemic has not had a materially negative impact to our consolidated net sales, as positive and negative impacts continue to largely offset each other. We further describe these impacts for the period covered by this report in the Business Segment Discussion of the MD&A.

The continued evolution of the pandemic and emergence of new variants may result in economic recessions or a slowdown of economic growth in certain countries or globally.This may result in reduced demand for our products that would have a negative impact on our net sales, net earnings and cash flows. It could also lead to volatility in consumer access to our products (due to government actions or key material, transportation and labor shortages impacting our ability to produce and ship products) or could impact consumers’ movements and access to our products. The resumption towards normalcy in economic activity as governmental restrictions are relaxed and economies gradually, partially or fully reopen in certain regions and markets, could also result in reduced demand due to consumption decreases and consumer pantry destocking (particularly, in home cleaning and hygiene products). Our retail customers are also impacted by the pandemic, and their success in addressing issues and maintaining their operations could impact consumer access to and, as a result, sales of our products.

We believe that in 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 uncertainty in the timing and extent of demand volatility, the relaxation and reimplementation of movement restrictions, the timing and impact of potential consumer pantry destocking, ~~and~~the future economic trends due to a resurgence of positive cases, the emergence of new variants of the virus, the speed at which treatments and vaccines are administered and governmental actions in response to the pandemic may result in heightened volatility of net sales, net earnings and cash flows during and subsequent to the pandemic.

Business Continuity. 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 the recommendations from governments and health authorities, including on vaccine administration, with specific 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 of our products.

While we have been able to broadly maintain our operations, we experienced some disruption in our supply chain in certain markets due primarily to the restriction of employee movements, key material and labor shortages and transportation constraints. We intend to continue to work with our suppliers and government authorities to implement employee safety measures to minimize disruption to the manufacturing and distribution of our products. However, uncertainty in the duration and scope of the pandemic, the emergence of new variants of the virus, the likelihood of a resurgence of positive cases, the speed at which treatments and vaccines are administered and governmental actions in response to the pandemic could result in an unforeseen disruption to our supply chain and impact our operations (for example, the closure of a key manufacturing or distribution facility or the inability of a key material or transportation supplier to source and transport materials).

Liquidity. Because the pandemic, thus far, has not had a material negative impact on our operations, on the demand for our products or the resulting net sales and net earnings, it has not negatively impacted the Company’s liquidity position. We continue to generate operating cash flows to meet our short-term liquidity needs and continue to maintain access to capital markets enabled by our strong short- and long-term credit ratings.

Impairments. We have not observed any material impairments or other significant reductions in the fair value of our recorded assets due to the COVID-19 pandemic.

~~For additional information~~Russia-Ukraine War. The war between Russia and Ukraine has negatively impacted our operations in both countries. Our Ukraine business includes two manufacturing sites. We have approximately 500 employees including both manufacturing and non-manufacturing personnel. In fiscal 2021, our operations in Ukraine accounted for less than 1% of consolidated net sales and net earnings. Additionally, net assets of our Ukraine subsidiary, along with Ukraine related assets held by other subsidiaries, account for less than 1% of net assets as of March 31, 2022.

Our Russia business includes two manufacturing sites with a net book value of approximately $250 million. We have approximately 2,500 employees, including both manufacturing and non-manufacturing personnel. In fiscal 2021, our operations in Russia accounted for less than 2% of consolidated net sales and less than 1% of net earnings. Additionally, net assets of our Russia subsidiaries, along with Russia related assets held by other subsidiaries, account for less than 2% of net assets as of March 31, 2022. In March 2022, the Company announced a reduction of its product portfolio, the discontinuation of new capital investments and the suspension of media, advertising and promotional activity in Russia.

Future impacts to the Company are difficult to predict due to the high level of uncertainty as to how the war will evolve, what its duration will be and its ultimate resolution. Within Ukraine, there is a possibility of physical damage and destruction of our two manufacturing facilities. We may not be able to operate our manufacturing sites and source raw materials from our suppliers or ship finished products to our customers. Ultimately, these could result in impairments of our manufacturing plants and fixed assets or write-downs of other operating assets and working capital.

Within Russia, we may not be able to continue our reduced operations at current levels due to sanctions and counter-sanctions, monetary, currency or payment controls, restrictions on ~~risk factors that~~access to financial institutions and supply and transportation challenges. Our suppliers, distributors and retail customers are also impacted by the war and their ability to successfully maintain their operations could also impact our ~~results,~~operations or negatively impact the sales of our products.

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

For a more complete discussion of the risks we encounter in our business, please refer to ~~“Risk Factors”~~Risk Factors in Part I, Item 1A of the Company's Form 10-K for the fiscal year ended June 30, 2021.

RESULTS OF OPERATIONS – Three Months Ended ~~December~~March 31, ~~2021~~2022

The following discussion provides a review of results for the three months ended ~~December~~March 31, ~~2021~~2022 versus the three months ended ~~December~~March 31, ~~2020.~~2021.


		Three Months Ended December 31				Three Months Ended March 31
Amounts in millions, except per share amounts	Amounts in millions, except per share amounts	2021	2020	% Chg	Amounts in millions, except per share amounts	2022	2021	% Chg
Net sales	Net sales	$20,953	$19,745	6%	Net sales	$19,381	$18,109	7%
Operating income	Operating income	5,168	5,380	(4)%	Operating income	4,024	3,785	6%
Net earnings	Net earnings	4,242	3,887	9%	Net earnings	3,367	3,249	4%
Net earnings attributable to Procter & Gamble	Net earnings attributable to Procter & Gamble	4,223	3,854	10%	Net earnings attributable to Procter & Gamble	3,355	3,269	3%
Diluted net earnings per common share	Diluted net earnings per common share	1.66	1.47	13%	Diluted net earnings per common share	1.33	1.26	6%
Core net earnings per common share		1.66	1.64	1%

		Three Months Ended December 31				Three Months Ended March 31
COMPARISONS AS A PERCENTAGE OF NET SALES	COMPARISONS AS A PERCENTAGE OF NET SALES	2021	2020	Basis Pt Chg	COMPARISONS AS A PERCENTAGE OF NET SALES	2022	2021	Basis Pt Chg
Gross margin	Gross margin	49.1%	53.1%	(400)	Gross margin	46.7%	50.7%	(400)
Selling, general & administrative expense	Selling, general & administrative expense	24.4%	25.9%	(150)	Selling, general & administrative expense	26.0%	29.8%	(380)
Operating income	Operating income	24.7%	27.2%	(250)	Operating income	20.8%	20.9%	(10)
Earnings before income taxes	Earnings before income taxes	25.0%	24.7%	30	Earnings before income taxes	21.0%	21.4%	(40)
Net earnings	Net earnings	20.2%	19.7%	50	Net earnings	17.4%	17.9%	(50)
Net earnings attributable to Procter & Gamble	Net earnings attributable to Procter & Gamble	20.2%	19.5%	70	Net earnings attributable to Procter & Gamble	17.3%	18.1%	(80)

Net Sales

Net sales for the quarter increased 6%7% to ~~$21.0 billion on~~$19.4 billion. Unit volume increased 3%. Foreign exchange had a 3% ~~increase in unit volume.~~negative impact on net sales. Higher pricing increased net sales by 3%5%. Mix ~~was neutral to~~increased net sales asby 2% due to positive geographic mix from the disproportionate growth of the North America region and positive category mix from the disproportionate growth of the Personal Health Care business, both of which have higher than Company-average selling prices, was offset by the disproportionate growth of Fabric Care, which has lower than Company-average selling price. Foreign exchange had no net impact on net sales. Excluding the impact of acquisitions and divestitures and foreign exchange, organicprices. Organic sales ~~also~~ increased 6%10% on a 3% increase in organic volume.

Net sales increased double digits in Health Care, increased high single digits in ~~Health Care and~~ Fabric & Home Care ~~increased mid-single digits~~and in ~~Grooming and~~ Baby, ~~Family~~Feminine & ~~Feminine~~Family Care, and increased low single digits in Grooming and in Beauty. On a regional basis, volume increased mid-single digits in North America and Latin America, and increased low single digits in Europe and Asia Pacific. ~~This increase was~~These increases were partially offset by ~~low single~~a mid-single digit ~~decreases~~volume decrease in Greater ~~China and IMEA.~~China.


		Net Sales Change Drivers 2021 vs. 2020 (Three Months Ended December 31, 2021) (1)								Net Sales Change Drivers 2022 vs. 2021 (Three Months Ended March 31, 2022) (1)
		Volume with Acquisitions & Divestitures	Volume Excluding Acquisitions & Divestitures	Foreign Exchange	Price	Mix	Other (2)	Net Sales Growth		Volume with Acquisitions & Divestitures	Volume Excluding Acquisitions & Divestitures	Foreign Exchange	Price	Mix	Other (2)	Net Sales Growth
Beauty	Beauty	1%	1%	1%	2%	(1)%	—%	3%	Beauty	—%	(1)%	(2)%	4%	—%	—%	2%
Grooming	Grooming	1%	1%	(1)%	4%	1%	(1)%	4%	Grooming	1%	1%	(5)%	6%	1%	—%	3%
Health Care	Health Care	4%	4%	—%	1%	3%	—%	8%	Health Care	8%	8%	(3)%	3%	5%	—%	13%
Fabric & Home Care	Fabric & Home Care	7%	7%	(1)%	2%	(1)%	—%	7%	Fabric & Home Care	4%	5%	(3)%	5%	1%	—%	7%
Baby, Feminine & Family Care	Baby, Feminine & Family Care	1%	1%	—%	3%	1%	—%	5%	Baby, Feminine & Family Care	2%	2%	(3)%	5%	2%	1%	7%
Total Company	Total Company	3%	3%	—%	3%	—%	—%	6%	Total Company	3%	3%	(3)%	5%	2%	—%	7%

(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.

Operating Costs

Gross margin decreased 400 basis points to ~~49.1%~~46.7% of net sales for the quarter. The decrease in gross margin was due to:

•~~400~~410 basis points of increased commodity costs, ~~and~~

•a ~~140~~130 basis-point decline from unfavorable mix, primarily due to negative product mix resulting from the launch and growth of premium-priced products that are profit-accretive but have lower than Company-average gross ~~margin.~~margin,

•70 basis points of net manufacturing cost increases as 80 basis points of increased transportation costs and 30 basis points of product and packaging investments were partially offset by 40 basis points of gross savings and

•a 20 basis-point decline from unfavorable foreign exchange impacts.

These impacts were partially offset ~~by:~~by

•a ~~130~~220 basis-point increase due to higher pricing and

•10 basis points of ~~benefit from favorable foreign exchange impacts.~~increased cost leverage due to the growth of net sales.

Net manufacturing productivity savings had no impact on gross margin as 80 basis points of gross savings were fully offset by 60 basis points of increased transportation costs and 20 basis points of product and packaging investments.

Total SG&A ~~was unchanged at $5.1~~spending decreased 7% to $5 billion ~~as a decline in~~due to decreased marketing spending, overhead costs ~~was offset by an increase in~~and other operating costs. SG&A as a percentage of net sales decreased ~~150~~380 basis points to ~~24.4%~~26% due primarily to decreases in both marketing and overhead costs as a percentage of sales. Overhead costs as a percentage of net sales decreased 80140 basis points primarily due to the positive scale impacts of the net sales increase and productivity savings, partially offset by inflation and other cost increases. Marketing spending as a percentage of net sales decreased 80220 basis points due to the positive scale impacts of the net sales ~~increase.~~increase, savings in production costs and lower spending versus the prior year period with a high level of media spending. Other operating expenses as a percentage of net sales ~~increased 10~~decreased 20 basis ~~points due to increased foreign exchange transactional charges.~~points. Productivity-driven cost savings delivered 70130 basis points of benefit to SG&A as a percentage of net sales.

Non-Operating Expenses and Income

Interest expense was ~~$106~~$109 million for the quarter, a ~~$37~~$3 million ~~decrease~~increase versus the prior year ~~period, driven by lower average interest rates.~~period. Interest income was ~~$10~~$9 million for the quarter, a $1$2 million ~~increase~~decrease versus the prior year period. Other non-operating income was ~~$167~~$147 million, ~~an improvement~~a decline of ~~$536~~$40 million primarily due to ~~a prior period loss on early-debt extinguishment, a current period~~an unrealized gain on equity investments in the ~~divestiture of minor brands and~~prior year period, partially offset by a current period increase in net non-operating benefits on defined benefit retirement ~~plans, partially offset by current period unrealized losses on equity investments.~~plans.

Income Taxes

For the three months ended ~~December~~March 31, ~~2021,~~2022, the effective tax rate ~~decreased 125~~increased 105 basis points ~~versus the prior year period~~ to ~~19.0%~~17.3% due to:

•an 80 basis-point increase from discrete impacts related to uncertain tax positions (15 basis points of unfavorable impact in the current period versus 65 basis points of favorable impact in the prior year period),

•a ~~105~~55 basis-point increase from lower current period deductions for foreign-derived intangible income versus prior year period, and

•45 basis points of increase due to unfavorable geographic mix of current year earnings.

These increases were partially offset by a 75 basis-point decrease from higher excess tax benefits of share-based compensation (a ~~195~~255 basis-point benefit in the current period versus a 90180 basis-point benefit ~~in the prior year period),~~

•~~a 35 basis-point decrease from the impact of the early extinguishment of debt in the prior period and~~

•~~a 25 basis-point decrease from favorable impacts from the geographic mix of current year earnings.~~

These decreases were partially offset by a 40 basis-point increase from discrete impacts related to uncertain tax positions (a 10 basis-point unfavorable impact in the current year versus a 30 basis-point favorable impact in the prior year period).

Net Earnings

Operating income ~~decreased~~increased $0.2 billion, or 4%6%, to ~~$5.2~~$4.0 billion for the quarter, as the increase in net sales was ~~more than~~partially offset by the decrease in operating margin, the components of which are described above. Net earnings increased ~~$0.4~~$0.1 billion, or 9%4%, to ~~$4.2~~$3.4 billion as the increase in operating income was partially offset by a decrease in other non-operating income and ~~decrease~~an increase in effective income tax ~~rate more than offset the decrease in operating income.~~rate. Foreign exchange had a negative impact of approximately ~~$43~~$130 million on net earnings for the quarter, including both transactional and translational impacts from converting earnings from foreign subsidiaries to U.S. dollars. Net earnings attributable to Procter & Gamble increased ~~$0.4~~$0.1 billion, or ~~10%~~3%, to ~~$4.2~~$3.4 billion for the quarter. Diluted net earnings per share of ~~$1.66~~$1.33 increased by ~~13%~~6% versus the ~~base~~prior year period due to the increase in net earnings and a reduction in the weighted average number of shares outstanding.

RESULTS OF OPERATIONS – ~~Six~~Nine Months Ended ~~December~~March 31, ~~2021~~2022

The following discussion provides a review of results for the ~~six~~nine months ended ~~December~~March 31, ~~2021~~2022 versus the ~~six~~nine months ended ~~December~~March 31, ~~2020.~~2021.


		Six Months Ended December 31				Nine Months Ended March 31
Amounts in millions, except per share amounts	Amounts in millions, except per share amounts	2021	2020	% Chg	Amounts in millions, except per share amounts	2022	2021	% Chg
Net sales	Net sales	$41,291	$39,063	6%	Net sales	$60,672	$57,172	6%
Operating income	Operating income	10,191	10,661	(4)%	Operating income	14,215	14,446	(2)%
Net earnings	Net earnings	8,368	8,195	2%	Net earnings	11,735	11,444	3%
Net earnings attributable to Procter & Gamble	Net earnings attributable to Procter & Gamble	8,335	8,131	3%	Net earnings attributable to Procter & Gamble	11,690	11,400	3%
Diluted net earnings per common share	Diluted net earnings per common share	3.27	3.10	5%	Diluted net earnings per common share	4.59	4.37	5%
Core net earnings per common share	Core net earnings per common share	3.27	3.27	—	Core net earnings per common share	4.59	4.53	1%

		Six Months Ended December 31				Nine Months Ended March 31
COMPARISONS AS A PERCENTAGE OF NET SALES	COMPARISONS AS A PERCENTAGE OF NET SALES	2021	2020	Basis Pt Chg	COMPARISONS AS A PERCENTAGE OF NET SALES	2022	2021	Basis Pt Chg
Gross margin	Gross margin	49.1%	52.9%	(380)	Gross margin	48.3%	52.2%	(390)
Selling, general & administrative expense	Selling, general & administrative expense	24.4%	25.6%	(120)	Selling, general & administrative expense	24.9%	27.0%	(210)
Operating income	Operating income	24.7%	27.3%	(260)	Operating income	23.4%	25.3%	(190)
Earnings before income taxes	Earnings before income taxes	24.9%	26.0%	(110)	Earnings before income taxes	23.6%	24.6%	(100)
Net earnings	Net earnings	20.3%	21.0%	(70)	Net earnings	19.3%	20.0%	(70)
Net earnings attributable to Procter & Gamble	Net earnings attributable to Procter & Gamble	20.2%	20.8%	(60)	Net earnings attributable to Procter & Gamble	19.3%	19.9%	(60)

Net Sales

Net sales for the period increased 6% to ~~$41.3~~$60.7 billion on a 2%3% increase in unit volume. Higher pricing increased net sales by 2%3%. Positive mix increased net sales by 1% driven by positive geographic and category mix caused by the disproportionate growth of the North America region and the Personal Health Care ~~business,~~category, both of which have higher than Company-average selling prices. This was partially offset by the disproportionate growth of the Fabric Care business, which has lower than Company-average selling ~~price. Favorable~~prices. Unfavorable foreign exchange ~~had a~~decreased net sales by 1% ~~positive impact on net sales.~~. Excluding the impact of acquisitions and divestitures and foreign exchange, organic sales increased 5%7%.

Net sales increased double digits in Health Care, increased high single digits in ~~Health~~Fabric & Home Care, ~~and~~ increased mid-single digits in ~~Beauty,~~ Grooming ~~Fabric & Home Care~~ and Baby, Feminine & Family ~~Care.~~Care, and increased low single digits in Beauty. On a regional basis, volume

increased mid-single digits in North America and Latin America and low single digits in Europe and Asia Pacific, partially offset by low single digit decreases in Greater China and IMEA.


		Net Sales Change Drivers 2021 vs. 2020 (Six Months Ended December 31) (1)								Net Sales Change Drivers 2022 vs. 2021 (Nine Months Ended March 31) (1)
		Volume with Acquisitions & Divestitures	Volume Excluding Acquisitions & Divestitures	Foreign Exchange	Price	Mix	Other (2)	Net Sales Growth		Volume with Acquisitions & Divestitures	Volume Excluding Acquisitions & Divestitures	Foreign Exchange	Price	Mix	Other (2)	Net Sales Growth
Beauty	Beauty	—%	—%	2%	2%	—%	—%	4%	Beauty	—%	—%	—%	3%	—%	—%	3%
Grooming	Grooming	1%	1%	—%	3%	1%	—%	5%	Grooming	1%	1%	(2)%	4%	1%	—%	4%
Health Care	Health Care	4%	3%	1%	1%	3%	(1)%	8%	Health Care	5%	5%	—%	2%	3%	—%	10%
Fabric & Home Care	Fabric & Home Care	4%	4%	—%	2%	—%	—%	6%	Fabric & Home Care	4%	4%	(1)%	3%	—%	1%	7%
Baby, Feminine & Family Care	Baby, Feminine & Family Care	1%	1%	—%	1%	2%	—%	4%	Baby, Feminine & Family Care	2%	2%	(1)%	3%	1%	—%	5%
Total Company	Total Company	2%	2%	1%	2%	1%	—%	6%	Total Company	3%	3%	(1)%	3%	1%	—%	6%

(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.

Operating Costs

Gross margin decreased ~~380~~390 basis points to ~~49.1%~~48.3% of net sales for the period. The decrease in gross margin was due to:

•~~370~~380 basis points of increased commodity costs, ~~and~~

•a ~~120~~140 basis-point decline from unfavorable mix, primarily due to negative product mix caused by the launch and disproportionate growth of premium-priced products that are profit-accretive but have lower than Company-average gross ~~margin.~~

~~These impacts were offset by:~~

•~~an 80 basis-point increase due to higher pricing,~~

•~~20 basis points of benefit from favorable foreign exchange impacts~~margin and

•10 basis points of net manufacturing ~~productivity savings (80 basis points of gross savings, partially offset by 50~~cost increases as 60 basis points of increased transportation ~~impacts~~costs and 20 basis points of product and packaging investments were partially offset by 70 basis points of gross savings.

These impacts were offset by:

•a 130 basis-point increase due to higher pricing and ~~other impacts).~~

•10 basis points of benefit from favorable foreign exchange impacts.

Total SG&A spending ~~increased 1%~~decreased 2% to ~~$10.1~~$15.1 billion due to ~~increased~~decreased marketing spending, ~~partially offset by decreases in~~overhead costs and other operating ~~costs and overhead~~ costs. SG&A as a percentage of net sales decreased ~~120~~210 basis points to ~~24.4%~~24.9% primarily due to decreases in both overhead costs and marketing spending as a percentage of net sales. Overhead costs as a percentage of net sales decreased 70100 basis points primarily due to the positive scale impacts of the net sales increase and productivity savings, partially offset by inflation and other cost increases. Marketing spending as a percentage of net sales decreased 40100 basis points due to the positive scale impacts of the net sales increase and ~~savings in agency compensation, production costs and advertising spending, partially offset by~~ increased ~~media spending.~~savings. Other operating expenses as a percentage of net sales ~~remained flat~~declined 10 basis points, as a gain on the sale of operating real estate was offset by increased foreign exchange transactional charges. Productivity-driven cost savings delivered 80 basis points of benefit to SG&A as a percentage of net sales.

Non-Operating Expenses and Income

Interest expense was ~~$215~~$324 million for the period, a ~~$64~~$61 million decrease versus the prior year period driven by lower average interest rates. Interest income was ~~$21~~$30 million for the ~~quarter, a $2 million increase~~period, unchanged versus the prior year period. Net other non-operating income was ~~$277~~$424 million, an improvement of ~~$504~~$464 million due primarily to a prior period loss on early-debt extinguishment ~~a current period gain on the sale of minor brands~~ and a current period increase in net non-operating benefits on defined benefit retirement plans, partially offset by ~~current~~unrealized gains on equity investments in the prior period and unrealized losses on equity ~~investments.~~investments in the current period.

Income Taxes

For the ~~six~~nine months ended ~~December~~March 31, ~~2021,~~2022, the effective tax rate decreased 9035 basis points versus the prior year period to ~~18.6%~~18.2% due to:

•a ~~40 basis-point decrease from favorable impacts from the geographic mix of current year earnings,~~

•~~a 20~~55 basis-point decrease from higher excess tax benefits of share-based compensation (a ~~195~~225 basis-point benefit in the current period versus a ~~175~~170 basis-point benefit in the prior year period), and

•a 10 basis-point decrease from the impact of the early extinguishment of debt in the prior year period.

These decreases were partially offset by:

•a 15 basis-point ~~decrease~~increase from discrete impacts related to uncertain tax positions (a 2010 basis-point favorable impact in the current ~~year~~period versus a 525 basis-point favorable impact in the prior year period) and

•a 15 basis-point ~~decrease~~increase from unfavorable impacts from the ~~impact~~geographic mix of ~~the early extinguishment of debt in the prior period.~~current year to date earnings.

Net Earnings

Operating income decreased ~~$0.5~~$0.2 billion, or 4%2%, to ~~$10.2~~$14.2 billion for the fiscal year to date period, as the increase in net sales was more than offset by the decrease in operating margin, the components of which are described above. Net earnings increased ~~$0.2~~$0.3 billion, or 2%3%, to ~~$8.4~~$11.7 billion for the fiscal year to date period as the decrease in operating income was more than offset by the increase in other non-operating income and by the decrease in ~~the effective income tax rate.~~interest expense. Foreign exchange had a ~~positive~~negative impact of approximately ~~$18~~$110 million on net earnings for the period, including both transactional and translational impacts from converting earnings from foreign subsidiaries to U.S. dollars. Net earnings attributable to Procter & Gamble increased ~~$0.2~~$0.3 billion, or 3%, to ~~$8.3~~$11.7 billion for the fiscal year to date period. Diluted net earnings per share increased 5% to ~~$3.27~~$4.59 versus the ~~base~~prior year period due to the increase in net earnings and a reduction in the weighted average number of shares outstanding.

BUSINESS SEGMENT DISCUSSION – Three and ~~Six~~Nine Months ended ~~December~~March 31, ~~2021~~2022

The following discussion provides a review of results by reportable business segment. Analysis of the results for the three and ~~six~~nine month periods ended ~~December~~March 31, ~~2021~~2022 is provided based on a comparison to the three and ~~six~~nine month periods ended ~~December~~March 31, ~~2020.~~2021. The primary financial measures used to evaluate segment performance are net sales and net earnings. The table below provides supplemental information on net sales, earnings before income taxes and net earnings by reportable business segment for the three and ~~six~~nine months ended ~~December~~March 31, ~~2021~~2022 versus the comparable prior year period (dollar amounts in millions):


		Three Months Ended December 31, 2021													Three Months Ended March 31, 2022
		Net Sales		% Change Versus Year Ago		Earnings/(Loss) Before Income Taxes		% Change Versus Year Ago		Net Earnings		% Change Versus Year Ago			Net Sales		% Change Versus Year Ago		Earnings/(Loss) Before Income Taxes		% Change Versus Year Ago		Net Earnings		% Change Versus Year Ago
Beauty	Beauty	$	3,926	3	%	$	1,179	(1)	%	$	947	(1)	%	Beauty	$	3,389	2	%	$	792	10	%	$	644	12	%
Grooming	Grooming	1,811		4	%	576		7	%	476		5	%	Grooming	1,481		3	%	353		12	%	290		13	%
Health Care	Health Care	2,976		8	%	905		9	%	701		7	%	Health Care	2,662		13	%	625		29	%	485		29	%
Fabric & Home Care	Fabric & Home Care	6,972		7	%	1,463		(9)	%	1,137		(9)	%	Fabric & Home Care	6,699		7	%	1,275		(5)	%	969		(6)	%
Baby, Feminine & Family Care	Baby, Feminine & Family Care	5,116		5	%	1,187		(12)	%	914		(12)	%	Baby, Feminine & Family Care	4,935		7	%	1,091		(4)	%	836		(4)	%
Corporate	Corporate	152		N/A		(71)		N/A		67		N/A		Corporate	215		N/A		(65)		N/A		143		N/A
Total Company	Total Company	$	20,953	6	%	$	5,239	7	%	$	4,242	9	%	Total Company	$	19,381	7	%	$	4,071	5	%	$	3,367	4	%


		Six Months Ended December 31, 2021													Nine Months Ended March 31, 2022
		Net Sales		% Change Versus Year Ago		Earnings/(Loss) Before Income Taxes		% Change Versus Year Ago		Net Earnings		% Change Versus Year Ago			Net Sales		% Change Versus Year Ago		Earnings/(Loss) Before Income Taxes		% Change Versus Year Ago		Net Earnings		% Change Versus Year Ago
Beauty	Beauty	$	7,890	4	%	$	2,421	—	%	$	1,938	—	%	Beauty	$	11,279	3	%	$	3,213	2	%	$	2,582	3	%
Grooming	Grooming	3,498		5	%	1,094		14	%	893		11	%	Grooming	4,979		4	%	1,447		13	%	1,183		11	%
Health Care	Health Care	5,652		8	%	1,600		6	%	1,230		4	%	Health Care	8,314		10	%	2,225		12	%	1,715		10	%
Fabric & Home Care	Fabric & Home Care	13,981		6	%	3,009		(10)	%	2,328		(10)	%	Fabric & Home Care	20,680		7	%	4,284		(9)	%	3,297		(9)	%
Baby, Feminine & Family Care	Baby, Feminine & Family Care	9,980		4	%	2,262		(15)	%	1,740		(15)	%	Baby, Feminine & Family Care	14,915		5	%	3,353		(12)	%	2,576		(12)	%
Corporate	Corporate	290		N/A		(112)		N/A		239		N/A		Corporate	505		N/A		(177)		N/A		382		N/A
Total Company	Total Company	$	41,291	6	%	$	10,274	1	%	$	8,368	2	%	Total Company	$	60,672	6	%	$	14,345	2	%	$	11,735	3	%

Beauty

Three months ended ~~December~~March 31, ~~2021~~2022 compared with three months ended ~~December~~March 31, ~~2020~~2021

Beauty net sales increased 3%2% to ~~$3.9~~$3.4 billion on ~~a 1% increase in~~ unit ~~volume.~~volume that was unchanged. Higher pricing increased net sales by 2%4%. Foreign exchange impacts ~~increased~~decreased net sales by 1%2%. ~~Organic~~Excluding the impacts of the Farmacy Beauty, Ouai and TULA acquisitions, organic sales increased ~~2%.~~3% on a 1% decrease in organic volume. Global market share of the Beauty segment ~~was unchanged.~~increased 0.1 points.

•Hair Care net sales increased low single ~~digits on flat~~digits. Negative impacts of a low single digit volume decrease and unfavorable foreign exchange were more than fully offset by increased pricing and favorable mix, due to ~~increased pricing.~~the growth of premium products and the acquisitions. Organic sales also increased low single digits. Volume decreased high single digits in IMEA (due to competitive activity and lower shipments following increased ~~low single~~pricing), decreased mid-single digits in North America (due to ~~market growth~~supply shortages in ~~shampoos~~stylers following a product recall in the prior period) and ~~conditioners, partially offset by external supply constraints in stylers), in Europe~~Greater China (due to pandemic-related lockdowns and market ~~growth, partially offset by increased competitive activity~~slowdown in ~~certain markets),~~traditional retailers where our shares are disproportionally higher, versus social commerce retailers) and decreased low single digits in Latin America (due to ~~market growth) and in Asia Pacific (due to innovation, partially offset by increased~~ competitive ~~activity in certain markets). This volume increase was offset by a mid-teens decline in IMEA~~ ~~(due primarily to market slowdown)~~activity). Global market share of the Hair Care category decreased ~~less~~more than a point.

•Skin and Personal Care net sales increased mid-single ~~digits due to~~digits. Positive impacts of a ~~low single~~mid-single digit volume increase ~~in volume,~~and increased pricing ~~and favorable foreign exchange impacts,~~were partially offset by ~~negative category~~unfavorable foreign exchange and unfavorable mix ~~due~~(due to ~~disproportionate growth~~a lower proportion of ~~personal care (which has lower~~SK-II brand and Greater China, both of which have higher than category-average selling ~~price) and disproportionate growth~~prices). Excluding the impacts of ~~SKII brand in travel retail (which has lower than brand-average selling price) caused by pandemic-related lockdowns impacting other channels in Asia. Organic~~the acquisitions, organic sales increased low single digits. Volume increased ~~mid-single~~high teens in Latin America (due to market growth) and increased double digits in North America (due ~~primarily~~ to ~~innovation and~~market growth ~~in skin care and deodorants) and low single digits~~versus the prior year period that was negatively impacted by the pandemic). This volume increase was partially offset by a mid-single digit decrease in Greater China (due ~~primarily~~ to ~~slower~~pandemic-related lockdowns and market ~~growth~~slowdown in ~~channels~~traditional retailers where our ~~market~~ shares are disproportionally higher, versus ~~other faster-growing online channels)~~social commerce retailers). Excluding the impacts of the acquisitions, volume in North America increased high single digits. Global market share of the Skin and Personal Care category increased ~~slightly.~~more than half a point.

Net earnings ~~decreased 1%~~increased 12% to ~~$947~~$644 million asdue to the increase in net sales ~~was more than offset by~~and a ~~100~~160 basis-point ~~decrease~~increase in net earnings margin. ~~The net~~Net earnings margin ~~decreased~~increased due to a reduction in ~~gross margin, partially offset by a reduction in~~ SG&A

as a percentage of net ~~sales.~~sales, partially offset by a decrease in gross margin. The gross margin reduction was driven by increased commodity and ~~freight~~transportation costs, negative product mix caused by a ~~higher proportion of sales of personal care products (which have lower than segment-average gross margins) and a~~ lower proportion of sales of ~~SKII products~~SK-II brand (which have higher than segment-average gross margins), partially offset by increased pricing and manufacturing cost savings. SG&A as a percentage of net sales decreased due to the positive scale impacts of the net sales increase and a reduction in overhead spending.

~~Six months ended December 31, 2021 compared with sixmonths ended December 31, 2020~~

Beauty net sales increased 4% to $7.9 billion on unit volume that was unchanged. Higher pricing increased net sales by 2%. Foreign exchange impacts increased net sales by 2%. Organic sales increased 2%. Global market share of the Beauty segment was unchanged.

•Hair Care net sales increased mid-single digits on flat volume due to increased pricing, favorable foreign exchange impacts and favorable mix caused by a higher proportion of sales of premium tier products including treatments and conditioners, all of which have higher than category-average selling prices. Organic sales increased low single digits. Volume increased low single digits in North America (due to market growth in shampoos and conditioners, partially offset by external supply constraints in stylers) and Europe (due to market recovery versus pandemic-related consumption declines in the base period). This volume increase wa~~s offset by a mid-single digit decline in IMEA (due to increased competitive activity)~~ and low single digit declines in Greater China (due to trade inventory reductions and slower market growth in channels where our market shares are higher, versus other faster-growing online channels) and Latin America (due to reduced shipments following increased pricing, partially offset by innovation). Global market share of the Hair Care category decreased more than half a point.

•Skin and Personal Care net sales increased mid-single digits due to a low single digit increase in volume, increased pricing and favorable foreign exchange impacts, partially offset by negative category mix due to disproportionate growth of personal care (which has lower than category-average selling prices) and disproportionate growth of SKII brand in travel retail (which has lower than brand-average selling prices) caused by pandemic-related lockdowns impacting other channels in Asia. Organic sales increased low single digits. Volume increased double digits in Latin America (due to market recovery following pandemic-related consumption declines in the base period) and increased mid-single digits in Greater China (due primarily to slower market growth in channels where our market shares are higher, versus other faster-growing online channels). This increase was partially offset by a mid-single digit decline in Asia Pacific due to a pandemic-related consumption decrease in the current period. Global market share of the Skin and Personal Care category increased slightly.

Net earnings were unchanged at $1.9 billion as the increase in net sales was fully offset by an 80 basis-point decrease in net earnings margin. Net earnings margin decreased due to a reduction in gross margin, partially offset by a reduction in SG&A as a percentage of sales. The gross margin reduction was driven by increased commodity and freight costs, and negative product mix caused by a higher proportion of sales of personal care products (which have lower than segment-average gross margins) and a lower proportion of sales of SKII products (which have higher than segment-average gross margins), partially offset by increased pricing and manufacturing cost savings. SG&A as a percentage of net sales decreased as the positive scale benefits of the net sales increase ~~was~~and a decrease in media spending were partially offset by an increase in overhead costs.

Nine months ended March 31, 2022 compared with ninemonths ended March 31, 2021

Beauty net sales increased 3% to $11.3 billion on unit volume that was unchanged. Higher pricing increased net sales by 3%. Foreign exchange had a neutral impact to net sales. Excluding the impacts of the Farmacy Beauty, Ouai and TULA acquisitions, organic sales increased 3%. Global market share of the Beauty segment increased 0.1 points.

•Hair Care net sales increased low single digits. Negative impact of a low single digit decrease in volume was more than offset by increased pricing and favorable mix (due to a higher proportion of premium products, which have higher than category-average selling prices). Organic sales increased low single digits. Volume decreased mid-single digits in IMEA (due to competitive activity) and decreased low single digits in Greater China (due to retailer inventory reductions and market slowdown in traditional retailers where our shares are disproportionately higher, versus social commerce retailers) and in Latin America (following increased pricing and due to competitive activity). This was partially offset by a low single digit volume increase in Europe, due to market growth versus the prior year period negatively impacted by the pandemic. Excluding the impacts of the acquisitions, volume in North America decreased low single digits. Global market share of the Hair Care category decreased less than a point.

•Skin and Personal Care net sales increased mid-single digits. Positive impacts of a low single digit increase in volume, increased pricing and favorable foreign exchange were partially offset by negative category mix due to a lower proportion of SK-II brand (which has higher than category-average selling prices). Organic sales increased low single digits. Volume increased mid-teens in Latin America (due to market growth), increased mid-single digits in North America (due to innovation and market growth) and increased low single digits in Greater China (due to market growth). Excluding the impacts of the acquisitions, volume in North America increased low single digits. Global market share of the Skin and Personal Care category increased nearly half a point.

Net earnings increased 3% to $2.6 billion due to the increase in net sales, partially offset by a 10 basis-point decrease in net earnings margin. Net earnings margin decreased due primarily to a reduction in gross margin, partially offset by a reduction in SG&A as a percentage of sales. The gross margin reduction was driven by increased commodity and transportation costs and negative product mix caused by a lower proportion of sales of SK-II products (which have higher than segment-average gross

margins), partially offset by increased pricing and manufacturing cost savings. SG&A as a percentage of net sales decreased as the positive scale benefits of the net sales increase and a decrease in media ~~spending.~~spending were partially offset by an increase in overhead costs.

Grooming

Three months ended ~~December~~March 31, ~~2021~~2022 compared with three months ended ~~December~~March 31, ~~2020~~2021

Grooming net sales increased 4%3% to ~~$1.8~~$1.5 billion on a 1% increase in unit volume. ~~Increased~~Higher pricing ~~had a positive 4% impact on~~increased net ~~sales.~~sales by 6%. Favorable mix ~~had a positive 1% impact on~~increased net sales by 1% due to ~~the~~ disproportionate growth ~~of the Shave Care business~~ in developed markets, ~~(due to pandemic-related consumption decreases in the prior period),~~ which have higher than segment-average selling prices. Unfavorable foreign exchange decreased net sales by 1%5%. Organic sales increased 5%8%. Global market share of the Grooming segment increased 1 point.

•Shave Care net sales increased mid-single ~~digits due to~~digits. Positive impacts of a low single digit volume increase, increased pricing and favorable mix (due to growth in ~~North America~~developed markets and the disproportionate growth of premium shave ~~systems~~ products, both of which have higher than category-average selling prices), were partially offset by unfavorable foreign ~~exchange impacts.~~exchange. Organic sales increased ~~mid-single~~double digits. Volume increased mid-single digits in ~~North America and~~ Europe (due to innovation and market ~~size increases~~growth versus ~~a base~~the prior year period that was negatively impacted by the pandemic) and in Asia Pacific (due to market growth versus the prior year period that was negatively impacted by the pandemic) and increased low single digits in ~~IMEA~~North America (due to ~~innovation)~~innovation and ~~Asia Pacific (due to~~ retailer inventory increases to support ~~innovation launch)~~new product launches) and IMEA (due to market growth). This was partially offset by a ~~mid-teens~~high single digit decrease in Greater China (due primarily to market ~~size decline~~slowdown in ~~offline channels,~~traditional retailers where our ~~market~~ shares are disproportionally higher, ~~than e-commerce and other emerging online channels)~~versus social commerce retailers) and a ~~mid-single~~low single digit ~~decline~~decrease in Latin America (due to distribution coverage losses in certain markets). Global market share of the Shave Care category increased nearly half a point.

•Appliances net sales ~~increased low~~decreased high single digits as a ~~low~~high single digit decrease in volume and unfavorable foreign exchange impacts were ~~more than~~partially offset by ~~increased pricing and~~ favorable mix (due to ~~the disproportionate growth~~a higher proportion of premium

shavers and stylers, which have higher than category-average selling prices). Organic sales ~~increased mid-single~~decreased low single digits. Volume decreased ~~mid-teens~~approximately 20% in ~~IMEA, mid-single digits in Asia Pacific and low single digits in North America, all due~~Europe (due to market contraction versus the prior year period that benefited from a pandemic-related consumption ~~increase of at-home grooming and styling products in the base period.~~increase). This was partially offset by a high teens increase in ~~Greater China due~~Asia Pacific (due to innovation) and a mid-teens increase in North America (due to innovation ~~on shavers.~~and retailer inventory increases to support new product launches). Global market share of the Appliances category increased more than half a point.

Net earnings increased 5%13% to ~~$476~~$290 million due to the increase in net sales and a 20170 basis-point increase in net earnings margin. Net earnings margin increased due to an increase in gross margin and a reduction in SG&A as a percentage of net sales, partially offset by a ~~decrease in gross margin and a~~ higher effective tax rate. The gross margin ~~decrease~~increase was driven by increased pricing and manufacturing cost savings, partially offset by negative mix caused by the launch and growth of premium-priced, profit-accretive products that have lower than segment-average gross ~~margins, partially offset by the positive impact of increased pricing.~~margins. SG&A as a percentage of net sales decreased ~~primarily~~ due to the positive scale impacts of the net sales increase. The higher effective tax rate was driven by disproportionate growth in North America, which has higher than Company-average tax rates.

~~Six~~Nine months ended ~~December~~March 31, ~~2021~~2022 compared with ~~six~~nine months ended ~~December~~March 31, ~~2020~~2021

Grooming net sales increased 5%4% to ~~$3.5~~$5.0 billion on a 1% increase in unit volume. ~~Increased~~Higher pricing ~~had a positive 3% impact on~~increased net ~~sales.~~sales by 4%. Favorable mix ~~had a positive 1% impact on~~increased net sales by 1% due to growth in North America and the disproportionate growth of premium ~~shave systems~~ products, both of which have higher than segment-average selling prices. ~~This was partially offset~~Unfavorable foreign exchange decreased net sales by the decline of the Appliances business (due to a pandemic-related consumption increase in the base period) which has higher than segment-average selling prices. Foreign exchange had a neutral impact on net sales.2%. Organic sales increased 5%6%. Global market share of the Grooming segment increased 1 point.

•Shave Care net sales increased mid-single ~~digits due to~~digits. Positive impacts of a low single digit volume increase, increased pricing and ~~favorable~~positive mix (due primarily to the growth in North America and the disproportionate growth of premium shave ~~systems~~ products, both of which have higher than category-average selling prices). were partially offset by unfavorable foreign exchange. Organic sales increased ~~mid-single~~high single digits. Volume increased high single digits in North America (due to innovation) and low single digits in Europe ~~due~~(due to innovation and market ~~size increases~~growth versus ~~a base~~the prior year period that was negatively impacted by the ~~pandemic.~~pandemic). This was partially offset by a ~~double digit~~double-digit decline in Greater China (due ~~primarily~~ to market ~~size decline~~slowdown in ~~offline channels,~~traditional retailers where our ~~market~~ shares are disproportionally higher, ~~than e-commerce and other emerging online channels) and a low single digit decline in IMEA (due to reduced promotional activity of lower tier shave products)~~versus social commerce retailers). Global market share of the Shave Care category increased nearly half a point.

•Appliances net sales ~~were unchanged as~~decreased low single digits. Negative impacts of a mid-single digit decline in volume and unfavorable foreign exchange ~~impacts~~ were partially offset by ~~favorable~~increased pricing and positive mix (due to a higher proportion ~~of sales~~ of premium shavers and epilators, which have higher than category-average selling prices) ~~and increased pricing.~~. Organic sales were unchanged. Volume declined ~~double~~high single digits in Europe, mid-single digits in North America ~~high~~and low single digits in Asia Pacific, ~~and mid-single digits in Europe,~~ all due to amarket contraction versus the prior year period that benefited from pandemic-related consumption ~~increase of at-home grooming and styling products in the base period.~~increases. Global market share of the Appliances category increased more than half a point.

Net earnings increased 11% to ~~$893 million~~$1.2 billion due to the increase in net sales and a ~~130~~140 basis-point increase in net earnings margin. The net earnings margin increased due to an increase in gross margin and a reduction in SG&A as a percentage of net sales, partially offset by a higher effective tax rate. The gross margin increase was driven by increased pricing and manufacturing cost savings, ~~and increased pricing,~~ partially offset by negative mix caused by the launch and growth of premium-priced, profit-accretive products that have lower than segment-average gross margins. SG&A as a percentage of net sales decreased primarily due to the positive scale impacts of the net sales increase. The higher effective tax rate was driven by disproportionate growth in North America, which has higher than Company-average tax rates.

Health Care

Three months ended ~~December~~March 31, ~~2021~~2022 compared with three months ended ~~December~~March 31, ~~2020~~2021

Health Care net sales increased 8%13% to ~~$3.0~~$2.7 billion on ~~a 4%~~an 8% increase in unit volume. Favorable mix increased net sales by 3%5% due to the disproportionate growth ~~of the~~in North America ~~region~~ and the Personal Health Care category, both of which have higher than segment-average selling prices. ~~Increased~~Higher pricing ~~had a positive 1% impact on~~increased net ~~sales. Foreign~~sales by 3%. Unfavorable foreign exchange ~~had a neutral impact on~~decreased net ~~sales.~~sales by 3%. Organic sales increased 8%16%. Global market share of the Health Care segment ~~was unchanged.~~decreased 0.5 points.

•Oral Care net sales increased low single ~~digits as~~digits. Positive impacts of a low single digit ~~decrease~~increase in volume, ~~was more than offset by~~increased pricing and positive mix ~~impacts from~~(due to a higher proportion of sales in developed markets and the ~~higher proportion~~disproportionate growth of premium paste and power brush products, ~~and increased pricing.~~all of which have higher than category-average selling prices) were partially offset by unfavorable foreign exchange. Organic sales increased ~~low~~high single digits. ~~The~~Volume increased more than 20% in Asia Pacific (due to distribution gains and market growth) and increased mid-single digits in North America (due to premium innovation) and Latin America (due to market growth). This volume increase was partially offset by a mid-teens decrease ~~was driven by high single digit declines~~ in ~~Europe (due primarily to power brush related supply constraints resulting from the global chip shortage) and~~ Greater China (due to ~~decline~~slowdown of the power brush ~~market). These volume decreases were partially offset by~~market and pandemic-related lockdowns), a high single digit ~~increase~~decrease in ~~Asia Pacific, mid-single digit increases in North America and Latin America~~IMEA (due to competitive activity) and a low single digit ~~increase~~decrease in ~~IMEA, all due to market growth and innovation.~~Europe (following increased pricing in certain markets). Global market share of the Oral Care category increased nearly half a point.

•Personal Health Care net sales increased ~~about~~more than 20%. This was due primarily to a ~~mid-teens~~more than 20% increase in volume, ~~along with~~increased pricing and positive mix ~~impacts from~~(due to the disproportionate growth ofin North America and respiratory products, both of which have higher than category-average selling ~~prices, and inflation-related price increases.~~prices), partially offset by unfavorable foreign exchange impacts. Organic sales ~~also increased about 20%. Volume~~ increased more than 30%. Volume increased in ~~APAC~~all regions led by a more than 30% increase in North America (due primarily to a stronger cough, cold and flu season in the current period, and innovation), a more than 20% increase in IMEA, a double digit increase in Latin America (both due to increased marketing ~~spending, innovation~~ and ~~distribution gains),~~innovation) and a high ~~teens in North America and double digits~~single digit increase in Europe ~~(both due to market growth of respiratory products versus the base period that was negatively impacted by the pandemic) and double digits in Latin America and IMEA~~ (due to ~~increased marketing spending, distribution gains~~a stronger cough, cold and ~~innovation)~~flu season in the current period). Global market share of the Personal Health Care category increased ~~half a point.~~slightly.

Net earnings increased 7%29% to ~~$701~~$485 million due to the increase in net sales ~~partially offset by~~and a 30220 basis-point ~~decrease~~increase in net earnings margin. Net earnings margin ~~decreased~~increased due primarily to a decrease in SG&A as a percentage of net sales, partially offset by a decrease in gross margin and a higher effective tax rate ~~partially offset by a decrease in SG&A as a percentage of net sales~~. The decrease in gross margin was driven by increased commodity and transportation costs and ~~unfavorable~~other cost increases associated with the global chip shortage, partially offset by increased pricing and positive mix caused by the disproportionate growth of ~~premium-priced, profit-accretive~~respiratory products that have ~~lower~~higher than segment-average gross ~~margins,~~margins. SG&A as a percentage of net sales decreased due primarily to the positive scale impacts of the net sales increase. The higher effective tax rate was driven by disproportionate growth in North America, which has higher than Company-average tax rates.

Nine months ended March 31, 2022 compared with ninemonths ended March 31, 2021

Health Care net sales increased 10% to $8.3 billion on a 5% increase in unit volume. Favorable mix increased net sales by 3% due to the disproportionate growth in North America and the Personal Health Care category, both of which have higher than segment-average selling prices. Pricing increased net sales by 2%. Foreign exchange had neutral impacts to net sales. Organic sales also increased 10%. Global market share of the Health Care segment decreased 0.1 points.

•Oral Care net sales increased low single digits on unit volume that was unchanged. Positive impacts from favorable mix (due to growth in North America and a higher proportion of premium tier products, both of which have higher than category-average selling prices) and increased pricing were partially offset by unfavorable foreign exchange. Organic sales increased mid-single digits. Volume increased double digits in Asia Pacific (due to distribution gains and market growth), increased mid-single digits in North America and increased low single digits in IMEA (both due to market growth and innovation). This volume increase was fully offset by a double digit decrease in Greater China (due to slowdown of the power brush market and pandemic-related lockdowns) and a mid-single digit decline in Europe (due primarily to supply constraints as a result of the global chip shortage). Global market share of the Oral Care category increased more than half a point.

•Personal Health Care net sales increased more than 20%. This was due primarily to a high-teens increase in volume, increased pricing and positive mix (due to the disproportionate growth in North America and respiratory products, both of

which have higher than category-average selling prices), partially offset by unfavorable foreign exchange impacts. Organic sales increased more than 20% on a mid-teens increase in organic volume. Volume increased more than 20% in North America and increased double digits in Europe (both due primarily to a stronger cough, cold and flu season in the current period) and in IMEA (due to innovation, increased marketing and distribution gains). Global market share of the Personal Health Care category increased nearly half a point.

Net earnings increased 10% to $1.7 billion due primarily to the increase in net sales. Net earnings margin was unchanged as a decrease in gross margin and a higher effective tax rate were offset by a decrease in SG&A as a percentage of net sales. The decrease in gross margin was driven primarily by increased commodity and transportation costs and other cost increases associated with the global chip shortage, partially offset by increased pricing. SG&A as a percentage of net sales decreased primarily due to the positive scale impacts of the net sales ~~increase, partially offset by an increase in media spending behind innovation support.~~ ~~The higher effective tax rate~~ ~~was driven by disproportionate growth in North America, which has higher than Company-average tax rates.~~

~~Six months ended December 31, 2021 compared with sixmonths ended December 31, 2020~~

Health Care net sales increased 8% to $5.7 billion on a 4% increase in unit volume. Favorable mix increased net sales by 3% due to the disproportionate growth of the North America region and the Personal Health Care category, both of which have higher than segment-average selling prices. Pricing increased net sales by 1%. Foreign exchange had a positive 1% impact on net sales. Organic sales also increased 8%. Global market share of the Health Care segment increased 0.2 points.

•Oral Care net sales increased low single digits as a low single digit decrease in volume was more than offset by positive mix impacts from the higher proportion of sales of premium power brush and paste products, both of which have higher than category-average selling prices, increased pricing and favorable foreign exchange impacts. Organic sales increased low single digits. The volume decrease was driven by a double digit decline in Greater China (due to a decline of the power brush market) and a mid-single digit decline in Europe (due primarily to power brush related supply constraints resulting from the global chip shortage). This decrease was partially offset by a high single digit increase in IMEA and a low single digit increase in North America, both due to market growth and innovation. Global market share of the Oral Care category increased less than a point.

•Personal Health Care net sales increased high-teens due primarily to a double digit increase in volume, inflation-related price increases and positive mix impacts from the disproportionate growth of the North America region and respiratory products, both of which have higher than category-average selling prices. Organic sales increased mid-teens. Volume increased about 40% in APAC (due to increased marketing spending, innovation and distribution gains), increased high teens in North America and increased double digits in Europe (both due primarily to market growth of respiratory products versus the base period, which was impacted by the pandemic) and increased high single digits in Latin America and IMEA (due to increased marketing spending, distribution gains and innovation). Global market share of the Personal Health Care category increased half a point.

Net earnings increased 4% to $1.2 billion due to the increase in net sales, partially offset by an 80 basis-point decrease in net earnings margin. Net earnings margin decreased due to a decrease in gross margin and a higher effective tax rate, partially offset by a decrease in SG&A as a per~~centage of net sales.~~ The decrease in gross margin was driven by increased commodity and transportation costs, and unfavorable mix caused by the growth of premium-priced, profit-accretive products that have lower than segment-average gross margins, partially offset by increased pricing. SG&A as a percentage of net sales decreased primarily due to the positive scale impacts of the net sales increase, partially offset by an increase in media spending behind innovation support.increase. The higher effective tax rate was driven by disproportionate growth in North America, which has higher than Company-average tax rates.

Fabric & Home Care

Three months ended ~~December~~March 31, ~~2021~~2022 compared with three months ended ~~December~~March 31, ~~2020~~2021

Fabric & Home Care net sales increased 7% to ~~$7.0~~$6.7 billion ~~due primarily to~~on a 7%4% increase in unit volume. Higher pricing increased net sales by 2%5%. ~~Unfavorable~~Favorable mix ~~decreased~~increased net sales by 1% due to a higher proportion of sales in North America and the ~~relatively slower~~disproportionate growth of ~~Home Care (due to pandemic-related consumption increases in the base period),~~premium products, both of which ~~has~~have higher than segment-average selling prices. Unfavorable foreign exchange ~~had a negative 1% impact to~~decreased net ~~sales.~~sales by 3%. Organic sales increased 8%10%. Global market share of the Fabric & Home Care segment increased ~~1.9~~1.8 points.

•Fabric Care net sales increased double digits due primarily to a ~~high single~~mid-single digit increase in volume, ~~and~~ increased pricing and positive mix (due to a higher proportion of sales in North America and the disproportionate growth of fabric enhancers and premium forms, all of which have higher than category-average selling prices) partially offset by unfavorable foreign exchange impacts. Organic sales ~~also~~ increased double digits. ~~Increased volume was~~

~~driven by a mid-teens growth~~Volume increased double digits in Latin America (due to market growth), increased high single digits in North America (due to ~~innovation on laundry, unit dose~~innovation) and ~~fabric enhancers, and market growth), double digit growth in Latin America (due to~~ increased ~~promotional activity), mid-single digit growth~~low single digits in Europe (due to innovation and ~~increased marketing spending)~~market growth versus the prior year period that was negatively impacted by the pandemic) and ~~low single digit growth~~ in Asia Pacific (due to innovation). Global market share of the Fabric Care category increased more than a point.

•Home Care net sales increased low single digits on unit volume that was unchanged due to ~~a low single digit increase in volume and~~ increased pricing and positive mix (due to a higher proportion of sales in North America and premium products, all of which have higher than category-average selling prices), partially offset by unfavorable foreign exchange ~~impacts and unfavorable mix caused by a volume decrease in the North America region, which has a higher than category-average selling price.~~impacts. Organic sales ~~also~~increased mid-single digits. Volume increased high single digits in Latin America and increased low single ~~digits. The volume~~digits in North America, both due to innovation. This increase was ~~driven by a mid-single digit increase in Europe (due to innovation and market growth), partially~~fully offset by a ~~a high teens~~more than 20% decline in IMEA (due to ~~retailer inventory decreases)~~lower shipments following increased pricing) and a low single digit decline in ~~North America~~Europe (due to market contraction versus the prior year period that benefited from a pandemic-related consumption ~~increases in the base period)~~increase). Global market share of the Home Care category increased ~~more than~~by nearly two points.

Net earnings decreased 9%6% to ~~$1.1~~$1.0 billion as the increase in net sales was more than offset by a ~~290~~190 basis-point reduction in net earnings margin. Net earnings margin decreased due primarily to a reduction in gross margin, partially offset by a reduction in SG&A as a percentage of net sales. The gross margin decrease was driven by an increase in commodity and transportation costs, and unfavorable mix caused by the growth of premium-priced, profit-accretive products that have lower than segment-average gross margins, partially offset by increased ~~selling prices.~~pricing. SG&A as a percentage of net sales decreased due to the positive scale benefits of the net sales ~~increase.~~increase and a reduction in marketing spend.

~~Six~~Nine months ended ~~December~~March 31, ~~2021~~2022 compared with ~~six~~nine months ended ~~December~~March 31, ~~2020~~2021

Fabric & Home Care net sales increased 6%7% to ~~$14.0~~$20.7 billion on a 4% increase in unit volume. Higher pricing increased net sales by 2%3%. ~~Foreign~~Unfavorable foreign exchange ~~had no impact on~~decreased net ~~sales.~~sales by 1%. Organic sales ~~also~~ increased 6%8%. Global market share of the Fabric & Home Care segment increased ~~1.6~~1.7 points.

•Fabric Care net sales increased high single ~~digits due primarily to~~digits. The positive impacts of a mid-single digit increase in volume, increased ~~commodity-based~~ pricing and positive mix ~~impacts due~~(due to the disproportionate growth ofin North America and growth of fabric enhancers and premium forms, all of which ~~has~~have higher than category-average selling ~~prices.~~prices) were partially offset by unfavorable foreign exchange. Organic sales ~~also~~ increased ~~high single~~double digits. ~~Increased volume was driven primarily~~Volume increased in all regions led by double digit increases in North America ~~(due to innovation, including fabric enhancers and unit dose)~~ and Latin America, ~~(due to increased promotional activity),~~ and ~~a mid-single~~low single digit ~~increase~~increases in Europe ~~(due~~and in Asia Pacific, all due to ~~innovation).~~market growth and innovation. Global market share of the Fabric Care category increased more than a point.

•Home Care net sales increased low single digits on ~~flat~~unit volume ~~due primarily to~~that was unchanged. Positive impact of increased pricing was partially offset by unfavorable ~~mix due to a lower proportion of sales in North America, which has higher than category-average selling prices.~~foreign exchange impacts. Organic sales also increased low single digits. Volume increased low single digits in Europe due to innovation. This was fully offset by a more than a 20% decline in IMEA (due to market ~~decline~~contraction and ~~retailer inventory decreases) and a low single digit decline in North America (due to pandemic-related consumption increases in the base period)~~competitive activity). Global market share of the Home Care category increased more than a point.

Net earnings decreased ~~10%~~9% to ~~$2.3~~$3.3 billion as the increase in net sales was more than offset by a ~~310 basis point~~280 basis-point reduction in net earnings margin. Net earnings margin decreased due primarily to a reduction in gross margin, partially offset by a reduction in SG&A as a percentage of net sales. The gross margin decrease was primarily driven by an increase in commodity and transportation costs, and unfavorable mix caused by the growth of premium-priced, profit-accretive products that have lower than segment-average gross margins, partially offset by increased ~~selling prices.~~pricing. SG&A as a percentage of net sales declined due primarily to the positive scale benefits of the net sales increase.

Baby, Feminine & Family Care

Three months ended ~~December~~March 31, ~~2021~~2022 compared with three months ended ~~December~~March 31, ~~2020~~2021

Baby, Feminine & Family Care net sales increased 5%7% to ~~$5.1~~$4.9 billion on a 1%2% increase in unit volume. Higher pricing increased net sales by 3%5%. Favorable mix ~~had a positive 1% impact to~~increased net sales by 2% due to the ~~disproportionate growth of Baby Care and Feminine Care in North America and~~ growth of premium ~~diaper pants~~products and ~~taped products, all~~the North America region, both of which have higher than segment-average selling prices. ~~Foreign~~Unfavorable foreign exchange ~~had no impact on~~decreased net ~~sales.~~sales by 3%. Organic sales increased 5%10%. Global market share of the Baby, Feminine & Family Care segment increased 1 point.

•Baby Care net sales increased high single ~~digits due to~~digits. Positive impacts of a low single digit increase in volume, ~~commodity-driven price increases~~increased pricing and positive mix ~~impacts due~~(due to ~~the disproportionate growth~~a higher proportion of sales in North America and the growth of premium pants and taped diaper products, all of which have higher than category-average selling ~~prices.~~prices) were partially offset by unfavorable foreign exchange. Organic sales ~~also~~increased double digits. Volume increased high single ~~digits. Volume increased double~~ digits in ~~Latin America~~Europe (due to ~~innovation),~~market growth) and increased mid-single digits in North America (due to market growth and ~~innovation) and increased low single digits in Europe (due to pandemic-related consumption decreases in the base period)~~better on-shelf availability versus competitors). This was partially offset by a high teens decline in Greater China (due to

~~increased~~ competitive activity) and a ~~mid-single~~low single digit decline in ~~Asia Pacific~~IMEA (due to ~~pandemic-related~~ market ~~declines)~~contraction). Global market share of the Baby Care category increased ~~more than half~~nearly a point.

•Feminine Care net sales increased ~~double digits due to~~high single digits. Positive impacts of a ~~low single~~mid-single digit increase in volume, increased pricing and positive mix ~~driven by the disproportionate growth~~(due to a higher proportion of sales in North America and the growth of premium products including adult incontinence, ~~and premium pads and tampons, all~~both of which have higher than category-average selling ~~prices.~~prices) were partially offset by unfavorable foreign exchange. Organic sales ~~also~~ increased double digits. Volume increased ~~double~~high single digits in Europe (due to market growth versus the prior year period that was negatively impacted by the pandemic), increased mid-single digits in North America (due to innovation and distribution gains)~~, high single digits in Latin America (due to~~ and increased ~~promotional activity) and~~ low single digits in ~~Europe~~IMEA (due to ~~trade inventory increase ahead of price increases)~~market growth). Global market share of the Feminine Care category increased more than a point.

•Net sales in Family Care, which is predominantly a North American business, ~~were unchanged as~~increased mid-single digits on a low single digit ~~decrease~~increase in volume (due to ~~pandemic-related consumption increases in the base period)~~restocking of retailer inventories) and ~~unfavorable mix impacts (due to a higher proportion of large count packs, which have lower than category-average selling prices) were offset by~~ increased pricing ~~(due to commodities-based price increases, partially offset by increased~~(net of higher promotional spending versus ~~a pandemic-related~~the prior year period with low promotional activity indue to the ~~base period)~~pandemic). Organic sales also ~~were unchanged.~~increased mid-single digits. North America share of the Family Care category increased more than half a point.

Net earnings decreased ~~12%~~4% to ~~$914~~$836 million as the increase in net sales was more than offset by a ~~360~~200 basis-point decrease in net earnings margin. Net earnings margin decreased primarily due to a decrease in gross margin, partially offset by lower SG&A as a percentage of net sales. Gross margin decreased primarily due to an increase in commodity and transportation costs, and unfavorable mix caused by the growth of Family Care large count packs and club volume that have lower than segment-average gross margins, partially offset by increased pricing. SG&A as a percentage of net sales decreased due to the positive scale benefits of the net sales increase and reductions in both marketing and overhead costs.

~~Six~~Nine months ended ~~December~~March 31, ~~2021~~2022 compared with ~~six~~nine months ended ~~December~~March 31, ~~2020~~2021

Baby, Feminine & Family Care net sales increased 4%5% to ~~$10.0~~$14.9 billion on a 1%2% increase in unit volume. Higher pricing increased net sales by 3%. Favorable mix ~~had a 2% positive impact to~~increased net sales by 1% due to the disproportionate growth ~~of Feminine Care~~ in North America and growth of premium ~~diaper pants and adult incontinence~~tier products, ~~all~~both of which have higher than segment-average selling prices. ~~Higher pricing increased~~Unfavorable foreign exchange decreased net sales by 1%. ~~Foreign exchange had a neutral impact on net sales.~~ Organic sales ~~also~~ increased 4%6%. Global market share of the Baby, Feminine & Family Care segment increased 0.9 points.

•Baby Care net sales increased high single ~~digits due to~~digits. Positive impacts of a low single digit increase in volume, positive mix (due to the growth of premium pants and taped diaper products, both of which have higher than category-average selling prices) and ~~commodity-based price increases.~~increased pricing were partially offset by unfavorable foreign exchange. Organic sales increased ~~mid-single~~high single digits. Volume increased ~~double~~high single digits in Latin America (due to innovation), increased ~~low single~~mid-single digits in Europe (due to market growth) and increased ~~consumption following pandemic-related slowdowns in the base period) and~~low single digits in North America (due to market growth and ~~innovation)~~better on-shelf availability versus competitors). ~~These increases were~~This increase was partially offset by a mid-teens decline in Greater China, ~~(due~~due to ~~increased~~ competitive ~~activity) and a mid-single digit decline in Asia Pacific (due to pandemic-related market declines).~~activity. Global market share of the Baby Care category increased ~~less than~~ half a point.

•Feminine Care net sales increased high single digits due to a low single digit increase in volume, ~~positive~~increased pricing, and favorable mix ~~driven by~~(due to the disproportionate growth ofin North America and the growth of premium adult incontinence, ~~and premium~~ pads and tampons, all of which have higher than category-average selling ~~prices, increased pricing and favorable foreign exchange impacts.~~prices). Organic sales ~~also~~ increased ~~high single~~double digits. Volume increased ~~double~~high single digits in North America (due to innovation, distribution gains and market growth) and low single digits in Europe (due to ~~trade inventory build ahead of price increases)~~market growth versus the prior year period negatively impacted by the pandemic). This increase

was partially offset by ~~a mid-single digit volume decrease in IMEA (due to a pandemic-related consumption increase in the base period) and~~ a low single digit decrease in ~~Greater China~~IMEA (due to market ~~decline)~~contraction). Global market share of the Feminine Care category increased more than a point.

•Net ~~Sales~~sales in Family Care, which is predominantly a North American business, ~~decreased~~were unchanged. Positive impacts of a low single ~~digits on flat~~digit increase in volume ~~(versus a base period that experienced pandemic-driven consumption increases),~~and increased pricing were fully offset by unfavorable mix (caused by disproportionate growth of large count packs, which have lower than category-average selling prices) ~~and decreased pricing (due to increased promotional spending versus a pandemic-related low promotional activity in the base period, partially offset by commodity-based price increases)~~. Organic sales also ~~decreased low single digits.~~were unchanged. North America share of the Family Care category increased more than a point.

Net earnings decreased ~~15%~~12% to ~~$1.7~~$2.6 billion as the increase in net sales was more than offset by a ~~400~~330 basis-point decrease in net earnings margin. Net earnings margin decreased primarily due to a decrease in gross margin, partially offset by lower SG&A as a percentage of net sales. Gross margin decreased primarily due to an increase in commodity and transportation costs, and unfavorable mix caused by the growth of Family Care large count packs and club volume, both of which have lower than segment-average gross margins, partially offset by increased pricing. SG&A as a percentage of net sales decreased due to the positive scale benefits of the net sales increase and reductions in both marketing and overhead costs.

Corporate

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; the gains and losses related to certain divested brands and categories; 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 reportable segments to U.S. GAAP. The most significant reconciling item relates to income taxes, to adjust from blended statutory rates that are reflected in the reportable segments to the overall Company effective tax rate.

Corporate net sales improved by ~~$50~~$95 million to ~~$152~~$215 million for the quarter and improved by ~~$94~~$189 million to ~~$290~~$505 million for the fiscal year to date, both due to an increase in sales of incidental businesses managed at the corporate level. Corporate net earnings improved by ~~$536~~$2 million to ~~$67~~$143 million for the ~~quarter and improved by $614 million to $239 million for~~quarter. For the fiscal year to date ~~both~~period, Corporate net earnings improved by $616 million to $382 million, due primarily to ~~a base~~the prior year period loss on the early debt extinguishment, net sales growth, current period tax benefits (primarily higher excess tax benefits of share-based compensation) and lower interest expense, partially offset by increased commodity costs tied to the aforementioned incidental businesses and higher foreign exchange transactional charges.

LIQUIDITY & CAPITAL RESOURCES

Operating Activities

We generated ~~$9.8~~$13.0 billion of cash from operating activities fiscal year to date, a decrease of ~~$399 million~~$1.2 billion versus the prior year period. Net earnings, adjusted for non-cash items (depreciation and amortization, share-based compensation expense, deferred income taxes and gain on sale of assets), generated ~~$9.9~~$13.9 billion of operating cash flow. Working capital and other impacts used ~~$84~~$865 million of cash in the period. Accounts receivable increased, using ~~$644~~$916 million of cash, ~~primarily due to~~driven by sales ~~growth.~~growth across regions. Days sales outstanding increased by ~~one day driven by a higher relative amount of sales towards the end of the quarter.~~two days. Inventory increased, consuming ~~$840 million~~$1.3 billion of cash ~~primarily due to~~driven by increased commodity costs and increased safety stock levels ~~in anticipation of the~~to strengthen supply chain ~~challenges, increased commodity costs and~~sufficiency amidst business growth. Days on hand ~~were relatively flat at 58.~~increased by three days. Accounts payable, accrued and other net operating assets and liabilities increased, generating ~~$1.4~~$1.3 billion of cash, ~~primarily~~ driven by an increase in trade payables ~~as a result of increased~~in line with the increase in inventory and ~~transportation~~commodity costs and, to a lesser extent, the impact of extended payment terms with suppliers. This was partially offset by the payment of prior fiscal year-end incentive compensation and other salary-related accruals. Days payable outstanding ~~is at 84, a reduction of~~decreased by two ~~days versus year ago.~~days.

Investing Activities

Investing activities used ~~$2.0~~$3.7 billion of cash fiscal year to date ~~primarily due to~~driven by capital ~~expenditures.~~expenditures and acquisitions.

Financing Activities

Financing activities used ~~$6.3~~$10.7 billion of net cash fiscal year to date. We used ~~$7.5~~$8.8 billion for treasury stock purchases and ~~$4.4~~$6.5 billion for dividends. We generated ~~$4.4~~$2.7 billion from net debt increases and ~~$1.2~~$1.8 billion from the exercise of stock options and other impacts.

As of ~~December~~March 31, ~~2021,~~2022, our current liabilities exceeded current assets by ~~$12.5~~$11.0 billion. We have short- and long-term debt to meet our financing needs. We anticipate being able to support our short-term liquidity and operating needs largely through cash generated from operations. We have strong short- and long-term debt ratings that have enabled and should continue to enable us to refinance our debt as it becomes due at favorable rates in commercial paper and bond markets. In addition, we have agreements with a diverse group of financial institutions that, if needed, should provide sufficient credit funding to meet short-term financing requirements.

RECONCILIATION OF MEASURES NOT DEFINED BY U.S. GAAP

In accordance with the SEC's Regulation S-K Item 10(e), the following provides definitions of the non-GAAP measures and the reconciliation to the most closely related GAAP measure. Management believes that these non-GAAP measures provide useful perspective on underlying business trends and provide a supplemental measure of period-to-period financial results. Disclosing these non-GAAP financial measures allows investors and management to view our operating results excluding the impact of items that are not reflective of the underlying operating performance. Management uses these non-GAAP measures in making operating decisions, allocating financial resources and for business strategy purposes. Certain of these measures are also used to evaluate senior management and are a factor in determining their at-risk compensation. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, the Company’s reported results prepared in accordance with GAAP. Our non-GAAP financial measures do not represent a comprehensive basis of accounting. Therefore, our non-GAAP financial measures may not be comparable to similarly titled measures reported by other companies.

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

Adjusted free cash flow: Adjusted free cash flow is defined as operating cash flow less capital spending and excluding payments for the transitional tax resulting from the U.S. Tax Act (the Company incurred a transitional tax liability of approximately $3.8 billion in fiscal 2018 from the U.S. Tax Act of 2017, 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. Management views adjusted free cash flow as an important measure because it is one factor used in determining the amount of cash available for dividends, share repurchases, acquisitions and other discretionary investments.

Adjusted free cash flow productivity: Adjusted free cash flow productivity is defined as the ratio of adjusted free cash flow to net earnings. Management views adjusted free cash flow productivity as a useful measure to help investors understand P&G’s ability to generate cash. Adjusted free cash flow productivity is used by management in making operating decisions, allocating financial resources and for budget planning purposes. This measure is also 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.

Core EPS: Core earnings per share, or Core EPS, is a measure of the Company's diluted net earnings per share excluding items that are not judged to be part of the Company's sustainable results or trends. Management views this non-GAAP measure as a useful supplemental measure of Company performance over time. This measure is also used when evaluating senior management in determining their at-risk compensation.

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

Early debt extinguishment charges: In the three months ended December 31, 2020, the ~~company~~Company recorded after tax charges of $427 million ($512 million before tax), due to early extinguishment of certain long-term debt. These charges represent the difference between the reacquisition price and the par value of the debt extinguished.

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

Organic sales growth:


Three Months Ended December 31, 2021		Net Sales Growth	Foreign Exchange Impact	Acquisition & Divestiture Impact/Other (1)	Organic Sales Growth
Three Months Ended March 31, 2022						Three Months Ended March 31, 2022	Net Sales Growth	Foreign Exchange Impact	Acquisition & Divestiture Impact/Other (1)	Organic Sales Growth
Beauty	Beauty	3%	(1)%	—%	2%	Beauty	2%	2%	(1)%	3%
Grooming	Grooming	4%	1%	—%	5%	Grooming	3%	5%	—%	8%
Health Care	Health Care	8%	—%	—%	8%	Health Care	13%	3%	—%	16%
Fabric & Home Care	Fabric & Home Care	7%	1%	—%	8%	Fabric & Home Care	7%	3%	—%	10%
Baby, Feminine & Family Care	Baby, Feminine & Family Care	5%	—%	—%	5%	Baby, Feminine & Family Care	7%	3%	—%	10%
Total Company	Total Company	6%	—%	—%	6%	Total Company	7%	3%	—%	10%

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


Six Months Ended December 31, 2021		Net Sales Growth	Foreign Exchange Impact	Acquisition & Divestiture Impact/Other (1)	Organic Sales Growth
Nine Months Ended March 31, 2022						Nine Months Ended March 31, 2022	Net Sales Growth	Foreign Exchange Impact	Acquisition & Divestiture Impact/Other (1)	Organic Sales Growth
Beauty	Beauty	4%	(2)%	—%	2%	Beauty	3%	—%	—%	3%
Grooming	Grooming	5%	—%	—%	5%	Grooming	4%	2%	—%	6%
Health Care	Health Care	8%	(1)%	1%	8%	Health Care	10%	—%	—%	10%
Fabric & Home Care	Fabric & Home Care	6%	—%	—%	6%	Fabric & Home Care	7%	1%	—%	8%
Baby, Feminine & Family Care	Baby, Feminine & Family Care	4%	—%	—%	4%	Baby, Feminine & Family Care	5%	1%	—%	6%
Total Company	Total Company	6%	(1)%	—%	5%	Total Company	6%	1%	—%	7%

(1)Acquisitions & 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 (dollar amounts in millions):
Six Months Ended December 31, 2021
Operating Cash Flow Capital Spending U.S. Tax Act Payments Adjusted Free Cash Flow
$9,764 $(1,717) $225 $8,272


Nine Months Ended March 31, 2022
Operating Cash Flow	Capital Spending	U.S. Tax Act Payments	Adjusted Free Cash Flow
$13,010	$(2,464)	$225	$10,771

Adjusted free cash flow productivity (dollar amounts in millions):
Six Months Ended December 31, 2021
Adjusted Free Cash Flow Net Earnings Adjusted Free Cash Flow Productivity
$8,272 $8,368 99%


Nine Months Ended March 31, 2022
Adjusted Free Cash Flow	Net Earnings	Adjusted Free Cash Flow Productivity
$10,771	$11,735	92%

THE PROCTER & GAMBLE COMPANY AND SUBSIDIARIES
(Amounts in Millions Except Per Share Amounts)
Reconciliation of Non-GAAP Measures
Three Months Ended December 31, 2021 Three Months Ended December 31, 2020
AS REPORTED (GAAP) AS REPORTED (GAAP) EARLY DEBT EXTINGUISHMENT ROUNDING NON-GAAP (CORE)
NET EARNINGS ATTRIBUTABLE TO P&G 4,223 3,854 427 — 4,281
Core EPS
DILUTED NET EARNINGS PER COMMON SHARE (1)
$ 1.66 $ 1.47 $ 0.16 $ 0.01 $ 1.64

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


~~CHANGE IN CURRENT YEAR REPORTED (GAAP) MEASURES VERSUS PRIOR YEAR NON-GAAP (CORE) MEASURES~~
~~CORE NET EARNINGS ATTRIBUTABLE TO P&G~~	~~(1)~~	%
~~CORE EPS~~	1	%


THE PROCTER & GAMBLE COMPANY AND SUBSIDIARIES (Amounts in Millions Except Per Share Amounts) Reconciliation of Non-GAAP Measures	THE PROCTER & GAMBLE COMPANY AND SUBSIDIARIES (Amounts in Millions Except Per Share Amounts) Reconciliation of Non-GAAP Measures									THE PROCTER & GAMBLE COMPANY AND SUBSIDIARIES (Amounts in Millions Except Per Share Amounts) Reconciliation of Non-GAAP Measures
		Six Months Ended December 31, 2021		Six Months Ended December 31, 2020							Nine Months Ended March 31, 2022				Nine Months Ended March 31, 2021
		AS REPORTED (GAAP)		AS REPORTED (GAAP)		EARLY DEBT EXTINGUISHMENT		ROUNDING				NON-GAAP (CORE)			AS REPORTED (GAAP)		AS REPORTED (GAAP)		EARLY DEBT EXTINGUISHMENT		NON-GAAP (CORE)
NET EARNINGS ATTRIBUTABLE TO P&G	NET EARNINGS ATTRIBUTABLE TO P&G	8,335		8,131		427		—				8,558		NET EARNINGS ATTRIBUTABLE TO P&G	11,690		11,400		427		11,827

DILUTED NET EARNINGS PER COMMON SHARE (1)	DILUTED NET EARNINGS PER COMMON SHARE (1)	$	3.27	$	3.10	$	0.16	$	0.01			$	3.27	DILUTED NET EARNINGS PER COMMON SHARE (1)	$	4.59	$	4.37	$	0.16	$	4.53

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


CHANGE IN CURRENT YEAR REPORTED (GAAP) MEASURES VERSUS PRIOR YEAR NON-GAAP (CORE) MEASURES
CORE NET EARNINGS ATTRIBUTABLE TO P&G	~~(3)~~(1)	%
CORE EPS	—1	%


Item 3.			Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes in the Company’s exposure to market risk since June 30, 2021. Additional information can be found in Note 7 - Risk Management Activities and Fair Value Measurements of the Consolidated Financial Statements.


Item 4.			Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company’s President and Chief Executive Officer, Jon R. Moeller, and the Company’s Chief Financial Officer, Andre Schulten, 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 report. Messrs. Moeller and Schulten 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. Moeller and Schulten, 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 fiscal quarter ended ~~December~~March 31, ~~2021~~2022 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION


Item 1.			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, product liability, advertising, contracts, environmental issues, patent and trademark matters, labor and employment matters and tax. In addition, SEC regulations require that we disclose certain environmental proceedings arising under Federal, State or ~~Local~~local law when a governmental authority is a party and such proceeding involves potential monetary sanctions that the Company reasonably believes will exceed a certain threshold ($1 million or more).

There are no relevant matters to disclose under this Item for this period.


Item 1A.			Risk Factors

For information on risk factors, please refer to "Risk Factors" in Part I, Item 1A of the Company's Form 10-K for the year ended June 30, 2021.


Item 2.			Unregistered Sales of Equity Securities and Use of Proceeds

ISSUER PURCHASES OF EQUITY SECURITIES
Period
Total Number of Shares Purchased (1)
Average Price Paid per Share (2)
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (3)
Approximate Dollar Value of Shares That May Yet Be Purchased Under Our Share Repurchase Program
10/01/2021 - 10/31/2021 6,361,029 $141.49 6,361,029 (3)
11/01/2021 - 11/30/2021 6,146,804 $146.42 6,146,804 (3)
12/01/2021 - 12/31/2021 18,902,351 $156.07 18,902,351 (3)
Total 31,410,184 $151.23 31,410,184


Period	Total Number of Shares Purchased (1)	Average Price Paid per Share (2)	Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (3)	Approximate Dollar Value of Shares That May Yet Be Purchased Under Our Share Repurchase Program
1/01/2022 - 1/31/2022	5,597,022	$160.80	5,597,022	(3)
2/01/2022 - 2/28/2022	—	—	—	(3)
3/01/2022 - 3/31/2022	2,323,360	$150.64	2,323,360	(3)
Total	7,920,382	$157.82	7,920,382

(1)All transactions are reported on a trade date basis and were made in the open market with large financial institutions. This table excludes shares withheld from employees to satisfy minimum tax withholding requirements on option exercises and other equity-based transactions. The Company administers cashless exercises through an independent third party and does not repurchase stock in connection with cashless exercises.

(2)Average price paid per share for open market transactions excludes commission.

(3)On ~~January 19,~~April 20, 2022, the Company stated that in fiscal year 2022 the Company expects to reduce outstanding shares through direct share repurchases at a value of ~~$9 to~~approximately $10 billion, notwithstanding any purchases under the Company's compensation and benefit plans. Purchases may be made in the open market and/or private transactions and purchases may be increased, decreased or discontinued at any time without prior notice. The share repurchases are authorized pursuant to a resolution issued by the Company's Board of Directors and are expected to be financed by a combination of operating cash flows and issuance of long-term and short-term debt.


Item 6.			Exhibits


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 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 Form 10-K for the year ended June 30, 2016).

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).

10-1						Summary of the Company’s Form of Separation Agreement & ReleaseShort Term Achievement Reward Program +

~~10-2~~						~~Company’s Form of Separation Letter & Release* +~~

31.1						Rule 13a-14(a)/15d-14(a) Certification – Chief Executive Officer +

31.2						Rule 13a-14(a)/15d-14(a) Certification – Chief Financial Officer +

32.1						Section 1350 Certifications – Chief Executive Officer +

32.2						Section 1350 Certifications – Chief Financial Officer +

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)


*			Compensatory plan or arrangement

+			Filed herewith

(1)			Pursuant to Rule 406T of Regulation S-T, this information is furnished and not filed for purposes of Sections 11 or 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

Pursuant to the requirements 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.

THE PROCTER & GAMBLE COMPANY

~~January 19,~~April 20, 2022

/s/ ~~MICHAEL G. HOMAN~~MATTHEW W. JANZARUK

Date

(~~Michael G. Homan)~~Matthew W. Janzaruk)

Senior Vice President - Chief Accounting Officer
(Principal Accounting Officer)

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 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 Form 10-K for the year ended June 30, 2016)

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)

10-1						Summary of the Company’s ~~Form of Separation Agreement & Release~~ +

~~10-2~~						~~Company’s Form of Separation Letter & Release~~Short Term Achievement Reward Program +

31.1						Rule 13a-14(a)/Rule 13a-14(a)/15d-14(a) Certification – Chief Executive Officer +

31.2						Rule 13a-14(a)/15d-14(a) Certification – Chief Financial Officer +

32.1						Section 1350 Certifications – Chief Executive Officer +

32.2						Section 1350 Certifications – Chief Financial Officer +

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)


+			Filed herewith

(1)			Pursuant to Rule 406T of Regulation S-T, this information is furnished and not filed for purposes of Sections 11 or 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.