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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

(Mark one)

For the Quarterly Period Ended September 30, 2014 OR

For the transition period from to

Commission file number 1-434

THE PROCTER & GAMBLE COMPANY (Exact name of registrant as specified in its charter)

(513) 983-1100 (Registrant’s telephone number, including area code)

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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer (as defined in Rule

PG 10-Q 9/30/2014

Section 1: 10-Q (10-Q)

FORM 10-Q

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

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

Ohio 31-0411980

(State of Incorporation) (I.R.S. Employer Identification Number)

One Procter & Gamble Plaza, Cincinnati, Ohio 45202

(Address of principal executive offices) (Zip Code)

12b-2 of the Exchange Act). Large accelerated filer þ Accelerated filer o Non-accelerated filer o

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

There were 2,702,118,733 shares of Common Stock outstanding as of September 30, 2014.

PART I. FINANCIAL INFORMATION Item 1. Financial Statements

THE PROCTER & GAMBLE COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS

(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.

Three Months Ended

September 30

Amounts in millions except per share amounts 2014 2013

NET SALES $ 20,792 $ 20,830 Cost of products sold 10,552 10,574 Selling, general and administrative expense 6,327 6,136

Goodwill and indefinite-lived intangible asset impairment charges 973 —

OPERATING INCOME 2,940 4,120 Interest expense 169 165 Interest income 31 21 Other non-operating income, net 21 5

EARNINGS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES 2,823 3,981 Income taxes on continuing operations 820 942

NET EARNINGS FROM CONTINUING OPERATIONS 2,003 3,039

NET EARNINGS FROM DISCONTINUED OPERATIONS 17 18

NET EARNINGS 2,020 3,057

Less: Net earnings attributable to noncontrolling interests 30 30

NET EARNINGS ATTRIBUTABLE TO PROCTER & GAMBLE $ 1,990 $ 3,027

BASIC NET EARNINGS PER COMMON SHARE (1):

Earnings from continuing operations $ 0.70 $ 1.08 Earnings from discontinued operations 0.01 0.01

BASIC NET EARNINGS PER COMMON SHARE 0.71 1.09

DILUTED NET EARNINGS PER COMMON SHARE (1):

Earnings from continuing operations 0.68 1.03 Earnings from discontinued operations 0.01 0.01

DILUTED NET EARNINGS PER COMMON SHARE $ 0.69 $ 1.04

DIVIDENDS PER COMMON SHARE $ 0.644 $ 0.602

Diluted Weighted Average Common Shares Outstanding 2,888.0 2,924.3

THE PROCTER & GAMBLE COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME / (LOSS)


Three Months Ended

September 30

Amounts in millions 2014 2013

NET EARNINGS $ 2,020 $ 3,057 OTHER COMPREHENSIVE INCOME / (LOSS), NET OF TAX

Financial statement translation (2,836) 1,049 Hedges 408 (239)

Investment securities (3) 14 Defined benefit retirement plans 282 (56)

TOTAL OTHER COMPREHENSIVE INCOME / (LOSS), NET OF TAX (2,149) 768 TOTAL COMPREHENSIVE INCOME / (LOSS) (129) 3,825 Less: Total comprehensive income attributable to noncontrolling interests 12 35

TOTAL COMPREHENSIVE INCOME / (LOSS) ATTRIBUTABLE TO PROCTER & GAMBLE $ (141) $ 3,790


CONSOLIDATED BALANCE SHEETS


THE PROCTER & GAMBLE COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS

Amounts in millions September 30,

2014 June 30, 2014

ASSETS

CURRENT ASSETS

Cash and cash equivalents $ 7,486 $ 8,558 Available-for-sale investment securities 3,360 2,128 Accounts receivable 6,197 6,386 Inventories

Materials and supplies 1,829 1,742 Work in process 739 684 Finished goods 4,532 4,333

Total inventories 7,100 6,759 Deferred income taxes 916 1,092 Prepaid expenses and other current assets 3,914 3,845 Assets held for sale 134 2,849

TOTAL CURRENT ASSETS 29,107 31,617 PROPERTY, PLANT AND EQUIPMENT, NET 21,799 22,304 GOODWILL 51,361 53,704 TRADEMARKS AND OTHER INTANGIBLE ASSETS, NET 30,210 30,843 OTHER NONCURRENT ASSETS 5,706 5,798

TOTAL ASSETS $ 138,183 $ 144,266

LIABILITIES AND SHAREHOLDERS’ EQUITY

CURRENT LIABILITIES

Accounts payable $ 8,280 $ 8,461 Accrued and other liabilities 9,554 8,999 Liabilities held for sale 9 660 Debt due within one year 14,228 15,606

TOTAL CURRENT LIABILITIES 32,071 33,726 LONG-TERM DEBT 19,004 19,811 DEFERRED INCOME TAXES 10,271 10,218 OTHER NONCURRENT LIABILITIES 10,008 10,535 TOTAL LIABILITIES 71,354 74,290 SHAREHOLDERS’ EQUITY

Preferred stock 1,102 1,111 Common stock – shares issued – September 2014 4,009.2

June 2014 4,009.2 4,009 4,009 Additional paid-in capital 64,028 63,911 Reserve for ESOP debt retirement (1,331 ) (1,340 )

Accumulated other comprehensive income/(loss) (9,811 ) (7,662 )

Treasury stock (77,149 ) (75,805 )

Retained earnings 85,207 84,990 Noncontrolling interest 774 762

TOTAL SHAREHOLDERS’ EQUITY 66,829 69,976

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 138,183 $ 144,266


Three Months Ended September 30

Amounts in millions 2014 2013

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD $ 8,558 $ 5,947 OPERATING ACTIVITIES

Net earnings 2,020 3,057 Depreciation and amortization 794 771 Share-based compensation expense 81 84 Deferred income taxes (15 ) (11 )

Gain on purchase/sale of businesses (234 ) (2 )

Goodwill and indefinite lived intangibles impairment charges 973 — Changes in:

Accounts receivable (101 ) (3 )

Inventories (568 ) (452 )

Accounts payable, accrued and other liabilities 812 (809 )

Other operating assets and liabilities (316 ) (731 )

Other 187 140 TOTAL OPERATING ACTIVITIES 3,633 2,044 INVESTING ACTIVITIES

Capital expenditures (810 ) (725 )

Proceeds from asset sales 2,948 2 Acquisitions, net of cash acquired (15 ) 1 Purchases of available-for-sale investment securities (1,342 ) — Proceeds from sales of available-for-sale investment securities 101 — Change in other investments (440 ) (124 )

TOTAL INVESTING ACTIVITIES 442 (846 )

FINANCING ACTIVITIES

Dividends to shareholders (1,806 ) (1,708 )

Change in short-term debt 105 1,862 Additions to long-term debt — 1,073 Reductions of long-term debt (1,902 ) — Treasury stock purchases (2,378 ) (2,502 )

Impact of stock options and other 966 304 TOTAL FINANCING ACTIVITIES (5,015 ) (971 )

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS (132 ) (52 )

CHANGE IN CASH AND CASH EQUIVALENTS (1,072 ) 175

CASH AND CASH EQUIVALENTS, END OF PERIOD $ 7,486 $ 6,122


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, 2014. In the opinion of management, the accompanying unaudited Consolidated Financial Statements of The Procter & Gamble Company and subsidiaries (the "Company," "Procter & Gamble," "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. 2. New Accounting Pronouncements and Policies In May 2014, the FASB issued ASU 2014-09, "Revenue from Contracts with Customers (Topic 606)." This guidance outlines a single, comprehensive model for accounting for revenue from contracts with customers. We will adopt the standard on July 1, 2017. We are still evaluating the impact, if any, that the standard will have on our financial statements.

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

3. Segment Information As discussed in Note 11, the Pet Care divested business is presented as discontinued operations and is excluded from segment results for all periods presented. Following is a summary of segment results:

Amounts in millions of dollars unless otherwise specified.


Net Sales

Earnings / (Loss) from Continuing

Operations Before Income Taxes

Net Earnings from Continuing

Operations

Beauty, Hair and Personal Care 2014 $ 4,857 $ 926 $ 710 2013 4,903 909 690 Grooming 2014 1,941 621 466 2013 1,956 601 453 Health Care 2014 2,011 459 322 2013 1,894 384 265 Fabric Care and Home Care 2014 6,538 1,180 783 2013 6,666 1,296 857 Baby, Feminine and Family Care 2014 5,322 1,202 825 2013 5,247 1,082 725 Corporate 2014 123 (1,565 ) (1,103 )

2013 164 (291 ) 49 Total Company 2014 $ 20,792 $ 2,823 $ 2,003 2013 20,830 3,981 3,039

4. Goodwill and Other Intangible Assets Goodwill is allocated by reportable segment as follows:

During the quarter ended September 30, 2014, we determined that the estimated fair value of our Batteries reporting unit was less than its carrying amount. The underlying fair value assessment was triggered by an agreement that was reached in the quarter to sell a portion of the Batteries business and a related decision to pursue options to exit the remainder of the Batteries business. As previously disclosed in our Annual Report on Form 10-K for the year ended June 30, 2014, the results of our annual goodwill impairment testing during fiscal 2014 indicated a decline in the fair value of the Batteries reporting unit due to lower long-term market growth assumptions in certain key geographies. At that time, the estimated fair value of Batteries continued to exceed its underlying carrying value, but the fair value cushion had been reduced to about 5%. The agreement during the most recent quarter to sell a portion of the Batteries business is at a transaction value that is below the earnings multiple implied from the prior valuation of our Batteries business, which effectively eliminated our fair value cushion. As a result, the remaining business unit cash flows no longer support the remaining carrying amount of the Batteries business. In addition, management made the decision in October to pursue alternatives to exit the remainder of the Batteries business, which could include a sale or split-off transaction. The timing of any such transaction is uncertain. Due largely to the above factors, we recorded a non-cash before and after-tax impairment charge of $863 to reduce the carrying amount of goodwill for the Batteries business unit to its estimated fair value. Following the impairment charge, the carrying value of the Batteries goodwill was $1,344. These same factors resulted in a decline in the fair value of our Duracell brand intangible asset below its carrying value. This resulted in a non-cash, before-tax impairment charge of $110 ($69 after tax) to reduce the carrying amount of this asset to its estimated fair value. The carrying value of our Duracell brand intangible asset was $2,135 as of September 30, 2014. The test to evaluate goodwill for impairment is a two-step process. In the first step, we compare the fair value of the reporting unit to its carrying value. If the fair value of the reporting unit is less than its carrying value, we perform a second step to determine the implied fair value of the reporting unit's goodwill. The second step of the impairment analysis requires a valuation of a reporting unit's tangible and intangible assets and liabilities in a manner similar to the allocation of purchase price in a business combination. If the resulting implied fair value of the reporting unit's goodwill is less than its carrying value, that difference represents an impairment. The impairment charges are included in Corporate for segment reporting. The business unit valuations used to test goodwill and intangible assets for impairment are dependent on a number of significant estimates and assumptions, including macroeconomic conditions, overall category growth rates, competitive activities, cost containment and margin expansion and Company business plans. We believe these estimates and assumptions are reasonable. However, actual events and results of the Batteries reporting unit could differ substantially from those used in our valuations. To the extent such factors result in a reduction of the level of projected cash flows used to estimate the Batteries reporting unit fair value, we may need to record additional non-cash impairment charges in the future. In addition, as previously disclosed in our Annual Report on Form 10-K for the year ended June 30, 2014, a key competitor announced its intent to split its consolidated business into two separate companies during 2015. One of those companies would operate primarily in the batteries category. While this proposed transaction has not been consummated, initial independent third party estimates of the competitor’s stand-alone batteries business valuation are below the earnings multiple implied from the most recent valuation of our Batteries business. We attribute the implied valuation difference primarily to our more favorable business trends, primarily organic net sales and share growth, and brand equity. If our evaluation of exit alternatives results in the execution of a divestiture transaction, such a divestiture could result in an additional loss that could be material depending on the form of the transaction and/or valuations utilized by potential acquirers.


Beauty, Hair and Personal

Care Grooming Health Care

Fabric Care and

Home Care

Baby, Feminine

and Family Care Corporate

Total Company

GOODWILL at June 30, 2014 $ 17,040 $ 20,939 $ 6,280 $ 4,535 $ 4,910 $ — $ 53,704 Acquisitions and divestitures — — — (2) — — (2)

Goodwill impairment charges — — — (863) — — (863)

Translation and other (586) (512) (155) (85) (140) — (1,478)

GOODWILL at September 30, 2014 $ 16,454 $ 20,427 $ 6,125 $ 3,585 $ 4,770 $ — $ 51,361

In addition to the impairment charge, goodwill decreased from June 30, 2014 due to currency translation across all reportable segments. Identifiable intangible assets at September 30, 2014 are comprised of:

Intangible assets with determinable lives consist of brands, patents, technology and customer relationships. The intangible assets with indefinite lives consist primarily of brands. The amortization of intangible assets for the three months ended September 30, 2014 and 2013 was $119 and $134, respectively. 5. Share-Based Compensation and Postretirement Benefits Total share-based compensation expense for the three months ended September 30, 2014 and 2013 was $81 and $84, respectively.

The Company offers various postretirement benefits to its employees. The total net periodic benefit cost for pension benefits for the three months ended September 30, 2014 and 2013 was $117 and $104, respectively. The total net periodic benefit cost for other retiree benefits for the three months ended September 30, 2014 and 2013 was $4 and $13, respectively. The components of the total net periodic benefit cost for both pension benefits and other retiree benefits for those interim periods, on an annualized basis, do not differ materially from the amounts disclosed in the Annual Report on Form 10-K for the fiscal year ended June 30, 2014. 6. 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. The Company has not changed its valuation techniques 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. Except for the impairment charges related to our Batteries business (see Note 4), there were no assets or liabilities that were remeasured at fair value on a non-recurring basis for the period ended September 30, 2014. The following table sets forth the Company’s financial assets as of September 30, 2014 and June 30, 2014 that are measured at fair value on a recurring basis during the period:


Gross Carrying Amount Accumulated Amortization

Intangible assets with determinable lives $ 9,120 $ (5,221)

Intangible assets with indefinite lives 26,311 —

Total identifiable intangible assets $ 35,431 $ (5,221)

Fair Value Asset

September 30, 2014 June 30, 2014

Investments

U.S. government securities $ 2,377 $ 1,631 Corporate bond securities 983 497 Other investments 33 30

Total $ 3,393 $ 2,158

Investment securities are presented in Available-for-sale investment securities and Other noncurrent assets. The amortized cost of U.S. government securities with maturities less than one year was $150 as of September 30, 2014 and $0 as of June 30, 2014. The amortized cost of U.S. government securities with maturities between one and five years was $2,248 as of September 30, 2014 and $1,649 as of June 30, 2014. The amortized cost of Corporate bond securities with maturities of less than a year was $77 as of September 30, 2014 and $39 as of June 30, 2014. The amortized cost of Corporate bond securities with maturities between one and five years was $909 as of September 30, 2014 and $458 as of June 30, 2014. The Company's investments measured at fair value are generally classified as Level 2 within the fair value hierarchy. There are no material investment balances classified as either Level 1 or Level 3 within the fair value hierarchy. Fair values are generally estimated based upon quoted market prices for similar instruments. The fair value of long-term debt was $23,992 and $26,429 at September 30, 2014 and June 30, 2014, respectively. This includes the current portion ($2,651 and $4,400 as of September 30, 2014 and June 30, 2014, respectively) of debt instruments. Long-term debt is not recorded at fair value on a recurring basis, but is measured at fair value for disclosure purposes. Long-term debt with fair value of $1,681 and $1,682 at September 30, 2014 and June 30, 2014, respectively, is classified as Level 2 within the fair value hierarchy. All remaining long-term debt is classified as Level 1 within the fair value hierarchy. Fair values are generally estimated based on quoted market prices for identical or similar instruments. The following table sets forth the notional amounts and fair values of qualifying and non-qualifying financial instruments used in hedging transactions as of September 30, 2014 and June 30, 2014:

All derivative assets are presented in Prepaid expenses and other current assets and Other noncurrent assets. All derivative liabilities are presented in Accrued and other liabilities and Other noncurrent liabilities. The total notional amount of contracts outstanding at the end of the period is indicative of the Company's derivative activity during the period. The change in the notional balance of foreign currency contracts not designated as hedging instruments during the period reflects changes in the level of intercompany financing activity. All of the Company's derivative assets and liabilities measured at fair value are classified as Level 2 within the fair value hierarchy.

The effective portion of gains and losses on derivative instruments that was recognized in other comprehensive income (OCI) during the three months ended September 30, 2014 and 2013, was not material. During the next 12 months, the amount of the September 30, 2014 accumulated OCI (AOCI) balance that will be reclassified to earnings is expected to be immaterial. The amounts of gains and losses on qualifying and non-qualifying financial instruments used in hedging transactions for the three months ended September 30, 2014 and 2013 are as follows:


Notional Amount Fair Value Asset/(Liability)

September 30,

2014 June 30,

2014 September 30,

2014 June 30,

2014

Derivatives in Cash Flow Hedging Relationships

Foreign currency contracts $ 951 $ 951 $ 239 $ 187

Derivatives in Fair Value Hedging Relationships

Interest rate contracts $ 7,671 $ 9,738 $ 191 $ 168

Derivatives in Net Investment Hedging Relationships

Net investment hedges $ 838 $ 831 $ 103 $ 48

Derivatives Not Designated as Hedging Instruments

Foreign currency contracts $ 8,964 $ 12,111 $ (205 ) $ (42 )

Amount of Gain (Loss) Recognized in

Accumulated OCI on Derivatives (Effective Portion)

September 30, 2014 June 30, 2014


Interest rate contracts $ 2 $ 3 Foreign currency contracts 8 14

Total $ 10 $ 17

Derivatives in Net Investment Hedging Relationships

Net investment hedges $ 64 $ 30

7. Accumulated Other Comprehensive Income / (Loss) The tables below present the changes in accumulated other comprehensive income / (loss) by component and the reclassifications out of accumulated other comprehensive income / (loss):

(1) Net of tax (benefit) / expense of $250, $1 and $90 for hedges, investment securities, and pension and other retiree benefits plans, respectively.


Amount of Gain/(Loss) Reclassified

from Accumulated OCI into Income (1)


2014 2013


Interest rate contracts $ 2 $ 2 Foreign currency contracts 62 (2 )

Total $ 64 $ —

Amount of Gain/(Loss) Recognized in

Income


2014 2013

Derivatives in Fair Value Hedging Relationships (2)

Interest rate contracts $ 23 $ (29 )

Debt (23 ) 29

Total — —

Derivatives in Net Investment Hedging Relationships (2)

Net investment hedges $ (1 ) $ —

Derivatives Not Designated as Hedging Instruments (3)

Foreign currency contracts (4) $ (413 ) $ 109

(1) The gain or loss on the effective portion of cash flow hedging relationships is reclassified from AOCI into net income in the same period during which the related item affects earnings. Such amounts are included in the Consolidated Statements of Earnings as follows: interest rate contracts in Interest expense and foreign currency contracts in Selling, general and administrative expense (SG&A) and Interest expense.

(2) The gain or loss on the ineffective portion of interest rate contracts and net investment hedges, if any, is included in the Consolidated Statements of Earnings in Interest expense.

(3) The gain or loss on foreign currency contracts not designated as hedging instruments is included in the Consolidated Statements of Earnings in SG&A.

(4) The gain or loss on non-qualifying foreign currency contracts substantially offsets the foreign currency mark-to-market impact of the related exposure.

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

Hedges

Investment Securities

Pension and Other Retiree

Benefits

Financial Statement

Translation Total

Balance at June 30, 2014 $ (3,876) $ (18) $ (5,165) $ 1,397 $ (7,662)

OCI before reclassifications (1) 471 (3) 207 (2,836) (2,161)

Amounts reclassified out of AOCI (63) — 75 — 12

Net current period OCI 408 (3) 282 (2,836) (2,149)

Balance at September 30, 2014 $ (3,468) $ (21) $ (4,883) $ (1,439) $ (9,811)

(1) See Note 6 for classification of these items in the Consolidated Statement of Earnings. (2) Reclassified from AOCI into Cost of products sold and SG&A. These components are included in net periodic pension cost.


Reclassifications out of Accumulated Other Comprehensive Income / (Loss)


2014 2013

Hedges (1)

Interest rate contracts $ 2 $ 2 Foreign exchange contracts 62 (2 )

Total before-tax 64 — Tax (expense) / benefit (1 ) (1 )

Net of tax 63 (1 )

Pension and Other Retiree Benefits (2)

Amortization of deferred amounts (3 ) (1 )

Recognized net actuarial gains/(losses) (100 ) (81 )

Total before-tax (103 ) (82 )

Tax (expense) / benefit 28 24 Net of tax (75 ) (58 )

Total reclassifications, net of tax $ (12 ) $ (59 )

8. Earnings Per Share

Net earnings attributable to Procter & Gamble less preferred dividends (net of related tax benefits) are divided by the weighted average number of common shares outstanding during the period to calculate basic net earnings per common share. Diluted net earnings per common share are calculated to give effect to stock options and other stock-based awards and assume conversion of preferred stock (see below).

Net earnings attributable to Procter & Gamble and common shares used to calculate basic and diluted net earnings per share were as follows:


Three Months Ended September

30

Amounts in millions except per share amounts 2014 2013

NET EARNINGS FROM CONTINUING OPERATIONS $ 2,003 $ 3,039 Net earnings from discontinued operations 17 18 NET EARNINGS 2,020 3,057 Net earnings attributable to noncontrolling interests (30 ) (30 )

NET EARNINGS ATTRIBUTABLE TO PROCTER & GAMBLE (DILUTED) 1,990 3,027 Preferred dividends, net of tax benefit (60 ) (58 )

NET EARNINGS ATTRIBUTABLE TO PROCTER & GAMBLE AVAILABLE TO COMMON SHAREHOLDERS (BASIC) 1,930 2,969

NET EARNINGS FROM CONTINUING OPERATIONS ATTRIBUTABLE TO PROCTER & GAMBLE AVAILABLE TO COMMON SHAREHOLDERS (BASIC) $ 1,913 $ 2,951

NET EARNINGS FROM CONTINUTING OPERATIONS ATTRIBUTABLE TO PROCTER & GAMBLE (DILUTED) $ 1,973 $ 3,009

Three Months Ended September

30

Shares in millions 2014 2013

Basic weighted average common shares outstanding 2,710.6 2,735.2 Effect of dilutive securities

Conversion of preferred shares (1) 110.2 113.4 Exercise of stock options and other unvested equity awards (2) 67.2 75.7

DILUTED WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 2,888.0 2,924.3

BASIC NET EARNINGS PER COMMON SHARE (3)


BASIC NET EARNINGS PER COMMON SHARE 0.71 1.09

DILUTED NET EARNINGS PER COMMON SHARE (3)


DILUTED NET EARNINGS PER COMMON SHARE 0.69 1.04

(1)

Despite being included currently in diluted net earnings per common share, the actual conversion to common stock occurs when the preferred shares are sold. Shares may only be sold after being allocated to the ESOP participants pursuant to the repayment of the ESOP's obligations through 2035.

(2) Approximately 23 million in the three months ended September 30, 2014 and 22 million in the three months ended September 30, 2013 of the Company's outstanding stock options were not included in the diluted net earnings per share calculation because the options were out of the money or to do so would have been antidilutive (i.e., the total proceeds upon exercise would have exceeded the market value of the underlying common shares).

(3) Basic net earnings per common share and diluted net earnings per common share are calculated on net earnings attributable to Procter & Gamble.

9. Restructuring Program

The Company has historically incurred an ongoing annual level of restructuring-type activities to maintain a competitive cost structure, including manufacturing and workforce optimization. Before-tax costs incurred under the ongoing program have generally ranged from $250 to $500 annually. In 2012, the Company initiated an incremental restructuring program as part of a productivity and cost savings plan to reduce costs in the areas of supply chain, research and development, marketing and overheads. The productivity and cost savings plan was designed to accelerate cost reductions by streamlining management decision making, manufacturing and other work processes in order to help fund the Company's growth strategy. The Company expects to incur in excess of $4.5 billion in before-tax restructuring costs over a five year period (from fiscal 2012 through fiscal 2016), including costs incurred as part of the ongoing and incremental restructuring program. The restructuring program plans included a targeted net reduction in non-manufacturing overhead enrollment of approximately 16% - 22% through fiscal 2016, which we expect to exceed. Through fiscal 2014, the Company reduced non-manufacturing enrollment by approximately 9,300, or approximately 15%. The reductions are enabled by the elimination of duplicate work, simplification through the use of technology, optimization of various functional and business organizations and the Company's global footprint. In addition, the plan includes integration of newly acquired companies and the optimization of the supply chain and other manufacturing processes. Restructuring costs incurred consist primarily of costs to separate employees, asset-related costs to exit facilities and other costs as outlined below. Through fiscal 2014, the Company incurred charges of approximately $2.8 billion. Approximately $1.5 billion of these charges were related to separations, $666 were asset-related and $680 were related to other restructuring-type costs. For the three months ended September 30, 2014, the Company incurred total restructuring charges of approximately $158. Approximately $47 of these charges were recorded in SG&A. The remainder is included in Cost of products sold. The following table presents restructuring activity for the three months ended September 30, 2014:

Separation Costs Employee separation charges for the three months ended September 30, 2014 relate to severance packages for approximately 650 employees, of which approximately 190 are non-manufacturing employees. These separations are primarily in North America and Western Europe. The packages are predominately voluntary and the amounts are calculated based on salary levels and past service periods. Severance costs related to voluntary separations are generally charged to earnings when the employee accepts the offer. Since its inception, the restructuring program has incurred separation charges related to approximately 10,130 employees, of which approximately 6,470 are non-manufacturing overhead personnel. Asset-Related Costs Asset-related costs consist of both asset write-downs and accelerated depreciation. Asset write-downs relate to the establishment of a new fair value basis for assets held-for-sale or disposal. These assets were written down to the lower of their current carrying basis or amounts expected to be realized upon disposal, less minor disposal costs. Charges for accelerated depreciation relate to long-lived assets that will be taken out of service prior to the end of their normal service period. These assets relate primarily to manufacturing consolidations and technology standardization. The asset-related charges will not have a significant impact on future depreciation charges. Other Costs Other restructuring-type charges are incurred as a direct result of the restructuring program. Such charges primarily include employee relocation related to separations and office consolidations, termination of contracts related to supply chain redesign and the cost to change internal systems and processes to support the underlying organizational changes. Consistent with our historical policies for ongoing restructuring-type activities, the restructuring program charges are funded by and included within Corporate for both management and segment reporting. Accordingly, all of the charges under the program


For the Three Months Ended September 30, 2014

Accrual Balance

June 30, 2014 Charges Cash Spent Charges Against

Assets

Accrual Balance September 30,

2014

Separations $ 353 $ 81 $ (126 ) $ — $ 308 Asset-Related Costs — 50 — (50 ) — Other Costs 28 27 (31 ) — 24

Total $ 381 $ 158 $ (157 ) $ (50 ) $ 332

are included within the Corporate reportable segment. However, for informative purposes, the following table summarizes the total restructuring costs related to our reportable segments:

(1) Corporate includes costs related to allocated overheads, including charges related to our Sales and Market Operations, Global Business Services and Corporate Functions activities.

10. Commitments and Contingencies Litigation The Company is subject to various legal proceedings and claims arising out of our business which cover a wide range of matters such as antitrust, trade and other governmental regulations, product liability, patent and trademark, advertising, contracts, environmental, labor and employment, and income taxes. As previously disclosed, the Company has had a number of antitrust matters in Europe. These matters involve a number of other consumer products companies and/or retail customers. Several regulatory authorities in Europe have issued separate decisions pursuant to their investigations alleging that the Company, along with several other companies, engaged in violations of competition laws in those countries. Many of these matters have concluded and the fines have been paid. For ongoing matters, the Company has accrued liabilities for competition law violations from these European cases totaling $209 as of September 30, 2014. While the ultimate resolution of these matters for which we have accrued liabilities may result in fines or costs in excess of the amounts reserved, it is difficult to estimate such amounts at this time. Currently, however, we do not expect any such incremental losses to materially impact our financial statements in the period in which they are accrued and paid, respectively. With respect to other litigation and claims, 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 have a material effect on our financial position, results of operations or cash flows. Income Tax Uncertainties The Company is present in approximately 140 taxable jurisdictions and, at any point in time, has 50 – 60 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 2002 and forward. We are generally not able to reliably estimate the ultimate settlement amounts or timing until the close of the audit. While we do not expect material changes, it is possible that the amount of unrecognized benefit with respect to our uncertain tax positions will significantly increase or decrease within the next 12 months related to audits described above. At this time, we are not able to make a reasonable estimate of the range of impact on the balance of uncertain tax positions or the impact on the effective tax rate related to these items.


Three Months Ended

September 30

2014

Beauty, Hair and Personal Care $ 36 Grooming 13 Health Care 2 Fabric Care & Home Care 22 Baby, Feminine and Family Care 40 Corporate (1) 45

Total Company $ 158

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, 2014.

11. Discontinued Operations

On July 31, 2014, the Company completed the divestiture of its Pet Care operations in North America, Latin America, and other selected countries to Mars, Incorporated (Mars) for $2.9 billion in an all-cash transaction. Under the terms of the agreement, Mars acquired our branded pet care products, our manufacturing facilities in the United States and the majority of the employees working in the Pet Care business. The agreement includes the acquisition of the Pet Care business in several additional countries, pending the receipt of necessary regulatory approvals. The European Union countries are not included in the agreement with Mars. In September 2014, the Company announced an agreement to sell its Pet Care operations in the European Union to Spectrum Brands. The Company expects to complete the transaction in the second half of fiscal 2015, pending the receipt of necessary regulatory approvals. The one-time impact of these transactions is not material.

The Pet Care business had historically been part of the Company’s Health Care reportable segment. In accordance with applicable accounting guidance for the disposal of long-lived assets, the results of the Pet Care business are presented as discontinued operations and, as such, have been excluded from both continuing operations and segment results for all periods presented. Additionally, the Pet Care balance sheet positions as of September 30, 2014 and June 30, 2014 are presented as Assets and Liabilities held for sale in the Consolidated Balance Sheets.

Following is selected financial information included in net earnings from discontinued operations for the Pet Care business:

The major components of assets and liabilities of the Pet Care business held for sale were as follows:

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 Note 4 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



2014 2013

Net sales $ 163 $ 375 Earnings from discontinued operations before income taxes 19 31 Income tax expense (6) (13)

Gain on sale of discontinued operations before income taxes 193 — Income tax benefit/(expense) on sale (189) —

Net earnings from discontinued operations 17 18

September 30,

2014 June 30, 2014

Inventories $ 38 $ 122 Prepaid expenses and other current assets 3 14 Property, plant and equipment, net 93 441 Goodwill and intangible assets, net — 2,258 Other noncurrent assets — 14

Total assets held for sale 134 2,849

Accounts payable 4 63 Accrued and other liabilities 5 13 Noncurrent deferred tax liabilities — 584

Total liabilities held for sale 9 660

expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. A detailed discussion of risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements is included in the section titled "Economic Conditions, Challenges and Risks" and the section titled “Risk Factors” (Part II, Item 1A of this Form 10-Q). We undertake no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events, or otherwise. The purpose of the 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. MD&A is provided as a supplement to, and should be read in conjunction with, our Consolidated Financial Statements and accompanying notes. MD&A is organized in the following sections:

Throughout 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), including organic sales growth, core net earnings per share (EPS), free cash flow and adjusted free cash flow productivity. Organic sales growth is net sales growth excluding the impacts of foreign exchange, acquisitions and divestitures. Core EPS is a measure of the Company's diluted net earnings per share from continuing operations excluding certain items that are not judged to be part of the Company's sustainable results or trends. Free cash flow is operating cash flow less capital spending. Adjusted free cash flow productivity is the ratio of free cash flow to net earnings excluding impairments. We believe these measures provide investors with important information that is useful in understanding our business results and trends. The explanation at the end of MD&A provides more details on the use and the derivation of these measures.

Management also uses certain market share and market consumption estimates to evaluate performance relative to competition despite some limitations on the availability and comparability of share and consumption information. References to market share and market consumption in MD&A are based on a combination of vendor-reported consumption and market size data, as well as internal estimates. All market share references represent the percentage of sales in dollar terms on a constant currency basis of our products, relative to all product sales in the category. OVERVIEW

We are a global leader in retail goods 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, grocery stores, membership club stores, drug stores, department stores, salons, high-frequency stores and distributors. We continue to expand our presence in other channels, such as perfumeries and e-commerce. 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 are well positioned in the industry segments and markets in which we operate, often holding a leadership or significant market share position.

During the quarter, the Company finalized an agreement to sell a portion of its Batteries business in China. The Company also recently announced its intention to pursue options to exit the remainder of the Batteries business. The timing and final form of the exit transaction are uncertain, but could include a split-off, spin-off or sale transaction. Closing such a transaction will also be dependent on market conditions, and P&G will execute such a transaction only if it achieves sufficient market valuation. The net assets and results of the Batteries business will continue to be included in continuing operations until a split- or spin-off transaction is completed or a definitive agreement to sell the business has been reached.

The table below provides more information about the components of our reportable business segment structure.

• Overview• Summary of Results - Three Months Ended September 30, 2014• Economic Conditions, Challenges and Risks• Results of Operations – Three Months Ended September 30, 2014• Business Segment Discussion – Three Months Ended September 30, 2014• Financial Condition• Reconciliation of Non-GAAP Measures

The following table provides the percentage of net sales and net earnings by reportable business segment for the three months ended September 30, 2014 (excludes net sales and net earnings in Corporate):

SUMMARY OF RESULTS Following are highlights of results for the three months ended September 30, 2014 versus the three months ended September 30, 2013:

ECONOMIC CONDITIONS, CHALLENGES AND RISKS

Ability to Achieve Business Plans. We are a consumer products company and rely on continued demand for our brands and products. To achieve business goals, we must develop and sell products that appeal to consumers and retail trade customers. Our continued success is dependent on leading-edge innovation with respect to both products and operations, the continued positive reputations of our brands and our ability to successfully maintain patent and trademark protection. This means we must be able to obtain patents and trademarks, and respond to technological advances and patents granted to competition. Our success is also dependent on effective sales, advertising and marketing programs. Our ability to innovate and execute in these areas will determine

Reportable Business Segment GBUs (Categories) Billion Dollar Brands

Beauty, Hair and Personal Care Beauty Care (Antiperspirant and Deodorant, Cosmetics, Personal Cleansing, Skin Care); Hair Care and Color; Prestige; Salon Professional

Head & Shoulders, Olay, Pantene, SK-II, Wella

Grooming Shave Care (Female Blades & Razors, Male Blades & Razors, Pre- and Post-Shave Products, Other Shave Care); Electronic Hair Removal

Fusion, Gillette, Mach3, Prestobarba

Health Care Personal Health Care (Gastrointestinal, Rapid Diagnostics, Respiratory, Vitamins/Minerals/Supplements, Other Personal Health Care); Oral Care (Toothbrush, Toothpaste, Other Oral Care)

Crest, Oral-B, Vicks

Fabric Care and Home Care Fabric Care (Laundry Additives, Fabric Enhancers, Laundry Detergents); Home Care (Air Care, Dish Care, P&G Professional, Surface Care); Personal Power (Batteries)

Ariel, Dawn, Downy, Duracell, Febreze, Gain, Tide

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

Always, Bounty, Charmin, Pampers

Three Months Ended September 30,

2014

Net Sales Net Earnings

Beauty, Hair and Personal Care 23% 23%

Grooming 9% 15%

Health Care 10% 10%

Fabric Care and Home Care 32% 25%

Baby, Feminine and Family Care 26% 27% Total 100% 100%

• Net sales were unchanged versus the previous year at $20.8 billion. Organic sales, which exclude the impacts of acquisitions, divestitures and foreign exchange, were up 2%. Organic sales were unchanged in Beauty, Hair, and Personal Care, Grooming, and Fabric and Home Care. Organic sales increased 4% in Baby, Feminine, and Family Care and increased 6% in Health Care.

• Unit volume was unchanged. Volume grew mid-single digits in Health Care and low single digits in Fabric and Home Care. Volume decreased low single digits in Beauty, Hair and Personal Care and Grooming and was unchanged in Baby, Feminine and Family Care.

• Net earnings attributable to Procter & Gamble were $2.0 billion, a decrease of $1.0 billion, or 34% versus the prior year period. This was primarily driven by a non-cash after-tax impairment charge of $932 million related to the goodwill and indefinite-lived intangible assets in our Batteries business and a $104 million charge related to balance sheet remeasurements in Venezuela.

• Diluted net earnings per share from continuing operations decreased 34% to $0.68.• Core net earnings per share, which excludes incremental restructuring charges, the balance sheet remeasurement charge from Venezuela,

and the impairment charge for goodwill and indefinite-lived intangible assets, increased 2% to $1.07. • Operating cash flow was $3.6 billion. Free cash flow, which is operating cash flow less capital expenditures, was $2.8 billion. Adjusted free

cash flow productivity, which is the ratio of free cash flow to net earnings excluding impairments, was 96%.

the extent to which we are able to grow existing sales and volume profitably, especially with respect to the product categories and geographic markets (including developing markets) in which we have chosen to focus. There are high levels of competitive activity in the environments in which we operate. To address these challenges, we must respond to competitive factors, including pricing, promotional incentives, trade terms and product initiatives. We must manage each of these factors, as well as maintain mutually beneficial relationships with our key customers, in order to effectively compete and achieve our business plans. As a company that manages a portfolio of consumer brands, our ongoing business model involves a certain level of ongoing acquisition, divestiture and joint venture activities. We must be able to successfully manage the impacts of these activities, while at the same time delivering against base business objectives. Daily conduct of our business also depends on our ability to maintain key information technology systems, including systems operated by third-party suppliers, and to maintain security over our data.

Cost Pressures. Our costs are subject to fluctuations, particularly due to changes in commodity prices, raw materials, labor costs, foreign exchange and interest rates. Therefore, our success is dependent, in part, on our continued ability to manage these fluctuations through pricing actions, cost savings projects, sourcing decisions and certain hedging transactions, as well as through consistent productivity improvements. We also must manage our debt and currency exposure, especially in certain countries with currency exchange, import authorization and pricing controls, such as Venezuela, Argentina, China, India and Egypt. We need to maintain key manufacturing and supply arrangements, including sole supplier and sole manufacturing plant arrangements, and successfully manage any disruptions at Company manufacturing sites. We must implement, achieve and sustain cost improvement plans, including our outsourcing projects, supply chain optimization and those related to general overhead and workforce optimization. Successfully managing these changes, including identifying, developing and retaining key employees, is critical to our success.

Global Economic Conditions. Demand for our products has a correlation to global macroeconomic factors. The current macroeconomic factors remain dynamic. Economic changes, terrorist activity, political unrest and natural disasters may result in business interruption, inflation, deflation, lack of market growth or decreased demand for our products. Our success will depend, in part, on our ability to manage continued global political and/or economic uncertainty, especially in our significant geographic markets. We could also be negatively impacted by a global, regional or national economic crisis, including sovereign risk in the event of a deterioration in the credit worthiness of or a default by local governments, resulting in a disruption of credit markets. Such events could negatively impact our ability to collect receipts due from governments, including refunds of value added taxes, create significant credit risks relative to our local customers and depository institutions, and/or negatively impact our overall liquidity.

Regulatory Environment. Changes in laws, regulations and the related interpretations may alter the environment in which we do business. This includes changes in environmental, competitive and product-related laws, as well as changes in accounting standards and taxation requirements. Our ability to manage regulatory, tax and legal matters (including, but not limited to, product liability, patent, intellectual property, competition law matters and tax policy) and to resolve pending legal matters within current estimates may impact our results. For information on risk factors that could impact our results, refer to Part II, Item 1A "Risk Factors" of this Form 10-Q.

RESULTS OF OPERATIONS – Three Months Ended September 30, 2014 The following discussion provides a review of results for the three months ended September 30, 2014 versus the three months ended September 30, 2013.

THE PROCTER & GAMBLE COMPANY AND SUBSIDIARIES (Amounts in Millions Except Per Share Amounts)

Consolidated Earnings Information


2014 2013 % CHG

NET SALES $ 20,792 $ 20,830 — %

Cost of products sold 10,552 10,574 — %

GROSS PROFIT 10,240 10,256 — %

Selling, general and administrative expense 6,327 6,136 3 %

Goodwill and indefinite-lived intangible asset impairment charges 973 —

OPERATING INCOME 2,940 4,120 (29)%

Interest expense 169 165 2 %

Interest income 31 21 48 %

Other non-operating income, net 21 5 320 %

EARNINGS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES 2,823 3,981 (29)%

Income taxes on continuing operations 820 942 (13)%

NET EARNINGS FROM CONTINUING OPERATIONS 2,003 3,039 (34)%

NET EARNINGS FROM DISCONTINUED OPERATIONS 17 18 (6)%

NET EARNINGS 2,020 3,057 (34)%

Less: Net earnings attributable to noncontrolling interests 30 30 — %

NET EARNINGS ATTRIBUTABLE TO PROCTER & GAMBLE $ 1,990 $ 3,027 (34)%

EFFECTIVE TAX RATE 29.0% 23.7%

BASIC NET EARNINGS PER COMMON SHARE (1):

Earnings from continuing operations $ 0.70 $ 1.08 (35)%

Earnings from discontinued operations 0.01 0.01 — %

BASIC NET EARNINGS PER COMMON SHARE 0.71 1.09 (35)%

DILUTED NET EARNINGS PER COMMON SHARE (1):

Earnings from continuing operations $ 0.68 1.03 (34)%

Earnings from discontinued operations 0.01 0.01 — %

DILUTED NET EARNINGS PER COMMON SHARE 0.69 1.04 (34)%

DIVIDENDS PER COMMON SHARE $ 0.644 $ 0.602 7 %

Diluted Weighted Average Common Shares Outstanding 2,888.0 2,924.3 (1) Basic net earnings per share and diluted net earnings per share are calculated on net earnings attributable to Procter & Gamble

COMPARISONS AS A % OF NET SALES 2014 2013 Basis Pt Chg

GROSS MARGIN 49.2% 49.2% — SELLING, GENERAL & ADMINISTRATIVE EXPENSE 30.4% 29.5% 90 OPERATING MARGIN 14.1% 19.8% (570)

EARNINGS BEFORE INCOME TAXES 13.6% 19.1% (550)

NET EARNINGS ATTRIBUTABLE TO PROCTER & GAMBLE 9.6% 14.5% (490)

Net Sales Net sales were flat at $20.8 billion for the first quarter on unit volume that was unchanged versus the prior year period. Volume grew mid-single digits in Health Care and low single digits for Fabric and Home Care. Volume decreased low single digits in Beauty, Hair and Personal Care and Grooming and was unchanged in Baby, Feminine and Family Care. Volume was unchanged in both developed and developing regions. Higher pricing increased net sales by 1%. The impact of favorable product mix also increased net sales by 1%, due to disproportionate growth in higher priced product categories such as Health Care. Unfavorable foreign exchange and the impacts of minor brand divestitures each reduced net sales by 1%. Organic sales grew 2% driven by pricing and mix.

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

* Other includes the sales mix impact from acquisitions/divestitures and rounding impacts necessary to reconcile volume to net sales. Operating Costs Gross margin was unchanged at 49.2% of net sales for the quarter. A 140 basis point positive impact from manufacturing cost savings and a 60 basis point benefit from higher pricing were largely offset by a 60 basis point impact from higher commodity costs, a 40 basis point impact from unfavorable foreign exchange and a 50 basis point impact from unfavorable geographic and product mix primarily in the Fabric and Home Care segment. Gross margin was also reduced by capacity investments and higher restructuring costs. Total selling, general and administrative expenses (SG&A) increased 3% to $6.3 billion primarily due to foreign exchange impacts, primarily a $138 million ($104 million after tax) charge to remeasure certain Venezuelan balance sheet items (see “Foreign Currency Translation - Venezuela Impacts,” below), partially offset by reduced overhead spending. SG&A as a percentage of net sales increased 90 basis points to 30.4%, due to foreign exchange costs. Marketing spending as a percentage of net sales declined 50 basis points behind efficiency efforts, largely offset by higher overhead spending, as productivity savings of 70 basis points were more than offset by wage inflation and investments in research and development. Non-Operating Expenses and Income Interest expense was $169 million for the quarter, an increase of $4 million versus the prior year period due to an increase in weighted average interest rates. Interest income was $31 million for the quarter, an increase of $10 million versus the prior year due to an increase in cash, cash equivalents and investment securities. Other non-operating income increased $16 million to $21 million due to proceeds from minor brand divestitures. Income Taxes

The effective tax rate on continuing operations increased 530 basis points to 29.0%. The current year rate increased 640 basis points due to the non-deductibility of impairment charges related to our batteries business. This increase was partially offset by favorable geographic mix and a 30 basis point decrease due to the net impact of favorable discrete adjustments related to uncertain income tax positions. The net benefit of these adjustments on the current year was $17 million, or 60 basis points, versus 30 basis points of net benefit in the prior year.

Net Sales Change Drivers 2014 vs. 2013 (Three Months Ended September 30)

Volume with Acquisitions

& Divestitures

Volume Excluding

Acquisitions & Divestitures

Foreign Exchange Price Mix Other*

Net Sales Growth

Beauty, Hair and Personal Care -1% -1% -1% 1% 0% 0% -1%

Grooming -2% -2% -1% 4% -2% 0% -1%

Health Care 4% 4% 0% 1% 1% 0% 6%

Fabric Care and Home Care 1% 1% -2% -1% 0% 0% -2%

Baby, Feminine and Family Care 0% 0% -2% 2% 2% -1% 1%

TOTAL COMPANY 0% 0% -1% 1% 1% -1% 0%

Net Earnings Net earnings attributable to Procter & Gamble decreased $1.0 billion or 34% to $2.0 billion for the quarter. The decrease was primarily due to the $932 million non-cash after-tax impairment charge and the $104 million after-tax charge related to balance sheet remeasurement in Venezuela. Other foreign exchange impacts reduced net earnings by about $200 million for the quarter. This impact was largely offset by higher pricing and net cost savings. Diluted net earnings per share from continuing operations decreased 34% to $0.68. Core net earnings per share increased 2% to $1.07. Core net earnings per share for the quarter represents diluted net earnings per share from continuing operations excluding incremental restructuring charges in both periods related to our productivity and cost savings plan and charges in the current period related to the goodwill and indefinite-lived intangible asset impairments and the balance sheet remeasurement in Venezuela. Foreign Currency Translation – Venezuela Impacts Venezuela is a highly inflationary economy under U.S. GAAP. As a result, the U.S. dollar is the functional currency for our subsidiaries in Venezuela. Any currency remeasurement adjustments for non-dollar denominated monetary assets and liabilities held by these subsidiaries and other transactional foreign exchange gains and losses are reflected in earnings. The Venezuelan government currently has three exchange rate mechanisms. The preferential CENCOEX (National Center for External Commerce) exchange rate is 6.3 Venezuelan bolivares fuerte (VEF) per dollar and can be used for the importation of certain qualifying products. SICAD I (Complementary System for Foreign Exchange Administration) is an auction-based exchange program that the Company expects to be able to access for dividends and certain other qualifying imports of finished goods and materials. The rate available through SICAD I was 10.6 VEF per dollar at June 30, 2014 and 12.0 VEF per dollar at September 23, 2014. The government introduced a third exchange mechanism, referred to as SICAD II, which is also an auction-based program currently trading at 50.0 VEF per dollar. The Company does not expect to access SICAD II. Accordingly, the underlying SICAD II exchange rates have not been utilized for purposes of remeasuring or translating our Venezuela results. Through December 31, 2013, the Venezuelan government had only one officially established exchange rate for qualifying dividends and imported goods and services, the preferential CENCOEX rate, previously CADIVI (Foreign Exchange Administrative Commission). Accordingly, through December 31, 2013, our results in Venezuela and all of our net monetary assets were measured at the preferential exchange rate, which we expected to be applicable to dividend repatriations. On January 24, 2014, the government made a number of announcements affecting currency exchange rate and other controls, including the introduction of the SICAD I and II exchange rate mechanisms. While there is considerable uncertainty as to the nature of transactions that will flow through CENCOEX and how CENCOEX will operate in the future, a significant portion of its imports have, and the Company believes will continue to qualify for the preferential rate. However, the Company expects the importation of certain finished goods and raw materials for some product categories, along with the payment of dividends and royalties, will be executed under the SICAD I rate. The Company incurred an after-tax charge of $275 million during the quarter ended March 31, 2014 to remeasure certain portions of our local Venezuela balance sheets not qualifying for the preferential CENCOEX rate to the initial SICAD I exchange rate. The Company incurred an additional after-tax charge of $104 million ($0.04 per share) in the quarter ended September 30, 2014 to remeasure additional historic portions of our local Venezuela balance sheets that will not qualify for the preferential CENCOEX rate. Because the SICAD I rate fluctuates based on auctions that occur periodically during each quarter, the potential exists for additional impacts if the auction rate changes significantly. There could also be additional financial impacts if the SICAD I rate becomes applicable to additional categories of imports or other types of currency transactions. As of September 30, 2014, the Company had net monetary assets denominated in local currency of approximately $940 million. Approximately $440 million of that amount is expected to be utilized to satisfy liabilities for past imports that were approved under CENCOEX and are measured at the preferential 6.3 rate. The remaining balance has been measured at the SICAD I rate. Local currency net monetary balances decreased approximately $90 million versus June 30, 2014 primarily due to the remeasurement of balances from the preferential CENCOEX rate to the SICAD I rate and a devaluation of the SICAD I rate during the quarter, offset by earnings in Venezuela, the timing of CENCOEX payments and an increase in the net amount of indirect value added taxes (VAT) receivable from the government from goods receipts and shipments. Other controls imposed by the Venezuelan government include import authorization controls, currency exchange and payment controls, price controls and recently enacted profit margin controls. The ongoing impact of the recent announcements and our ability to restore net sales and profit to levels achieved prior to the recent devaluations will be impacted by several factors. These include our ability to mitigate the effect of the price and profit margin controls, any potential future devaluation of the preferential

CENCOEX exchange rate, any significant change in the auction exchange rates or liquidity in the SICAD I program, any further Venezuelan government price or exchange controls, economic conditions and the availability of raw materials and utilities. In addition, depending on the future availability of U.S. dollars at the preferential rate, our local U.S. dollar needs, our overall repatriation plans, including our ability to obtain government approval for the payment of dividends, which has been limited in recent years, the creditworthiness of the local depository institutions and other creditors and our ability to collect amounts due from customers and the government, including VAT receivables, we may have exposure for our local monetary assets. BUSINESS SEGMENT DISCUSSION – Three Months Ended September 30, 2014 The following discussion provides a review of results by reportable business segment. Analyses of the results for the three-month period ended September 30, 2014 are provided based on a comparison to the same three-month period ended September 30, 2013. The primary financial measures used to evaluate segment performance are net sales and net earnings from continuing operations. The table below provides supplemental information on net sales and net earnings from continuing operations by reportable business segment for the three months ended September 30, 2014 versus the comparable prior year period (amounts in millions):

Beauty, Hair and Personal Care

Three months ended September 30, 2014 compared with three months ended September 30, 2013

Beauty, Hair and Personal Care net sales decreased 1% to $4.9 billion during the first fiscal quarter on a 1% decrease in unit volume. Organic sales were unchanged. Unfavorable foreign exchange reduced net sales by 1%. Price increases improved net sales by 1%. Global market share of the Beauty, Hair and Personal Care segment decreased 0.5 points. Volume was unchanged in developed markets and decreased low single digits in developing markets.

Net earnings increased 3% to $710 million as the decline in net sales was more than offset by a 50-basis point increase in net earnings margin. Net earnings margin increased primarily due to improvement in gross margin, from manufacturing savings and pricing, and a reduction in marketing spending due to the company's focus on marketing efficiencies. Grooming


Three Months Ended September 30, 2014

Net Sales

% Change Versus Year

Ago

Earnings / (Loss) from Continuing

Operations Before Income Taxes


Ago

Net Earnings from Continuing Operations


Ago

Beauty, Hair and Personal Care $ 4,857 (1 )% $ 926 2 % $ 710 3 %

Grooming 1,941 (1 )% 621 3 % 466 3 %

Health Care 2,011 6 % 459 20 % 322 22 %

Fabric Care and Home Care 6,538 (2 )% 1,180 (9 )% 783 (9 )%

Baby, Feminine and Family Care 5,322 1 % 1,202 11 % 825 14 %

Corporate 123 N/A (1,565 ) N/A (1,103 ) N/A

Total Company $ 20,792 — % $ 2,823 (29 )% $ 2,003 (34 )%

• Volume in Hair Care decreased low single digits primarily due to previous year minor divestitures in Latin America. Organic volume in Hair Care is unchanged as a low single-digit increase in developed regions behind Pantene innovation and increased promotional activity was offset by a low single-digit decrease in developing regions. Global market share of the hair care category decreased more than half a point.

• Volume in Beauty Care was unchanged as growth in cosmetics and deodorants from product and commercial innovation was offset by a decrease in skin care due to ongoing competitive activity. Global market share of the beauty care category decreased less than half a point.

• Volume in Salon Professional was unchanged with a low single-digit decrease in developed markets due to market declines and reduced promotion activity offset by a low single-digit increase in developing markets due to market growth and increased distribution.

• Volume in Prestige decreased high single digits following initiative driven growth in the preceding quarter and due to market declines in developing regions.

Grooming net sales decreased 1% to $1.9 billion during the first fiscal quarter on a 2% decrease in unit volume. Organic sales were unchanged. Price increases in blades and razors and appliances contributed 4% to net sales. Unfavorable geographic and product mix reduced net sales by 2% due to disproportionate volume decline in developed regions which have higher than segment-average selling prices and a shift away from premium-tier products. Unfavorable foreign exchange reduced net sales by 1%. Global market share of the Grooming segment was unchanged versus year ago. Volume decreased mid-single digits in developed regions and was unchanged in developing regions.

Net earnings increased 3% to $466 million as the decline in net sales was more than offset by a 90-basis point increase in net earnings margin. Net earnings margin increased due to gross margin expansion and a reduction in SG&A spending. Gross margin increased primarily due to higher pricing and manufacturing cost savings. SG&A decreased due to reduced marketing spending. Health Care


Health Care net sales increased 6% to $2.0 billion during the first fiscal quarter on a 4% increase in unit volume. Organic sales were also up 6%. Price increases across the businesses contributed 1% to net sales growth. Favorable geographic mix increased net sales 1%, primarily driven by Oral Care in developed markets, which has higher average sales prices. Global market share of the Health Care segment decreased 0.1 points. Volume increased mid-single digits in developed regions and low single digits in developing regions.

Net earnings increased 22% to $322 million due to the increase in net sales and a 200-basis point increase in net earnings margin. Net earnings margin increased due to gross margin expansion and reduced SG&A spending as a percentage of net sales. Gross margin increased primarily due to the impact of higher pricing and manufacturing cost savings. SG&A declined as a percentage of net sales due to scale leverage from increased sales and the focus on marketing spending efficiencies. Fabric Care and Home Care


Fabric Care and Home Care net sales for the first fiscal quarter decreased 2% to $6.5 billion on a 1% increase in unit volume. Organic sales were unchanged. Unfavorable foreign exchange reduced net sales by 2%. Price reductions to remain competitive in developed regions reduced net sales by 1%. Global market share of the Fabric Care and Home Care segment increased 0.3 points. Volume increased mid-single digits in developing regions and decreased low single digits in developed regions.

Net earnings decreased 9% to $783 million behind the net sales reduction and a 90-basis point decrease in net earnings margin. Net earnings margin decreased due to gross margin contraction. Gross margin decreased due to the effects of lower pricing, higher commodity costs and unfavorable geographic mix impacts from higher growth in developing regions, partially offset by manufacturing cost savings. SG&A as percentage of net sales was unchanged as a reduction in marketing spending was largely offset by increased overhead spending. Baby, Feminine and Family Care


Baby, Feminine and Family Care net sales increased 1% to $5.3 billion during the first fiscal quarter on unit volume that was unchanged. Organic sales were up 4%. Price increases, primarily in Baby Care, increased net sales by 2%. Favorable geographic and product mix, primarily due to disproportionate growth in Feminine Care in developed markets, increased net sales by 2%. Unfavorable foreign exchange reduced net sales by 2%. Global market share of the Baby, Feminine and Family Care segment

• Shave Care volume decreased low single digits due to a mid-single digit decrease in developed regions caused by market contraction and a low-single digit decrease in developing regions following increased pricing. Global market share of the blades and razors category was up more than half a point.

• Volume in Electronic Hair Removal increased low single digits driven by developing market growth behind product innovation. Global market share of the electronic hair removal category decreased nearly half a point.

• Oral Care volume increased mid-single digits due to high single-digit growth in developed regions from product innovation and low single-digit growth in developing regions from geographic market expansion and product innovation. Global market share of the oral care category was up slightly.

• Volume in Personal Health Care increased low single digits, in both developed and developing markets, as market growth and new product innovation more than offset the negative impact of competitor activity. Global market share of the personal health care category was down more than one point.

• Fabric Care volume increased low single digits driven by a mid-single digit volume increase in developing regions behind market growth and product innovation. Global market share of the fabric care category increased nearly half a point.

• Home Care volume was unchanged. Global market share of the home care category was down slightly. • Batteries volume decreased mid-single digits due to a high single digit decrease in developed regions from the impact of new customer

distribution in the base period. Global market share of the batteries category was up more than a point.

decreased 0.4 points. Volume increased low single digits in developed regions and decreased low single digits in developing regions.

Net earnings increased 14% to $825 million due to the increase in net sales and a 170-basis point increase in net earnings margin. Net earnings margin increased due to higher gross margin, which was driven by the favorable impact of pricing and manufacturing cost savings, partially offset by foreign exchange and higher commodity costs. Corporate Corporate includes certain operating and non-operating activities not allocated to specific business units. These include: the incidental businesses managed at the corporate level; financing and investing activities; other general corporate items; the historical results of certain divested brands and categories; certain restructuring-type activities to maintain a competitive cost structure, including manufacturing and workforce optimization; certain significant asset impairment charges; and certain balance sheet impacts from significant foreign exchange devaluations. Corporate also includes reconciling items to adjust the accounting policies used in the segments to U.S. GAAP. The most significant reconciling item includes income taxes, to adjust from blended statutory rates that are reflected in the segments to the overall Company effective tax rate. Corporate net sales decreased by $41 million to $123 million primarily due to the prior year divestiture of the MDVIP business. Corporate net expenses were $1.1 billion in the first fiscal quarter versus net earnings of $49 million in the base period. This change of $1,152 million was primarily due to goodwill and indefinite-lived intangible asset impairment charges related to the Batteries business, a charge to remeasure certain Venezuela balance sheet items and an increase in restructuring charges. Additional discussion of these items impacting net earnings in Corporate are included in the Results of Operations section.

Productivity and Cost Savings Plan

In 2012, the Company initiated a productivity and cost savings plan to reduce costs and better leverage scale in the areas of supply chain, research and development, marketing and overheads. The plan was designed to accelerate cost reductions by streamlining management decision making, manufacturing and other work processes to fund the Company's growth strategy.

As part of this plan, the Company expects to incur in excess of $4.5 billion in before-tax restructuring costs over a five-year period (from fiscal 2012 through fiscal 2016). Approximately 66% of the estimated costs have been incurred through September 2014. Savings generated from the restructuring costs are difficult to estimate, given the nature of the activities, the corollary benefits achieved (e.g., enrollment reduction achieved via normal attrition), the timing of the execution and the degree of reinvestment. Overall, the costs and other non-manufacturing enrollment reductions are expected to deliver in excess of $2.8 billion in annual gross savings (before-tax). The cumulative before-tax savings as of the current year are expected to be approximately $1.9 - $2.2 billion. Consistent with our historical policies for ongoing restructuring-type activities, the resulting charges are funded by and included within Corporate for segment reporting. Refer to Note 9 in the Notes to the Consolidated Financial Statements for more details on the restructuring program. FINANCIAL CONDITION Operating Activities We generated $3.6 billion of cash from operating activities for the first fiscal quarter, an increase of $1.6 billion versus the prior year. Net earnings, adjusted for non-cash items (depreciation and amortization, share based compensation, deferred income taxes, gain on sale of businesses and goodwill and indefinite lived intangible impairment charges), generated $3.6 billion of operating cash flow. Working capital and other impacts were not a significant source or use of cash in the period. Accounts receivable used $101 million of cash. Inventory consumed $568 million of cash mainly due to production seasonality and to

• Volume in Baby Care decreased low single digits in developed regions versus a base period that grew high single digits behind initiative activity and decreased low single digits in developing regions following increased pricing. Global market share of the baby care category decreased slightly.

• Volume in Feminine Care increased low single digits due to high single-digit growth in developed regions from product innovation, partially offset by a low single-digit decline in developing regions. Global market share of the feminine care category decreased half a point.

• Volume in Family Care decreased low single digits due to competitive activity. In the U.S., all-outlet share of the family care category decreased less than a point.

support product initiatives. Accounts payable, accrued and other liabilities generated $812 million of cash due to an increase in accrued income tax expenses relative to payments and extended payment terms with our suppliers. All other operating assets and liabilities consumed $129 million of cash. Investing Activities Cash generated from investing activities was $442 million for the first fiscal quarter. Proceeds from asset sales generated $2.9 billion of proceeds, primarily from the sale of our Pet Care business in North America, Latin America and other selected markets. This was partially offset by capital expenditures and purchases of investment securities. Capital expenditures consumed $810 million or 3.9% of net sales, as compared to $725 million in the prior year period. We used $1.7 billion of cash in the current period for net purchases of available for sale securities and other investments. Financing Activities Our financing activities consumed net cash of $5.0 billion. We used $2.4 billion for treasury stock purchases, $1.8 billion for dividends, and repaid net debt of $1.8 billion. The impact of stock options exercised generated $1.0 billion of cash. As of September 30, 2014, our current liabilities exceeded current assets by $3 billion. We have short- and long-term debt to fund discretionary items such as acquisitions and share repurchase programs. 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 NON-GAAP MEASURES Our discussion of financial results includes several measures not defined by U.S. GAAP. We believe these measures provide our investors with additional information about the underlying results and trends of the Company, as well as insight to some of the metrics used to evaluate management. When used in MD&A, we have provided the comparable GAAP measure in the discussion. Organic Sales Growth: Organic sales growth is a non-GAAP measure of sales growth excluding the impacts of acquisitions, divestitures and foreign exchange from year-over-year comparisons. We believe this provides investors with a more complete understanding of underlying sales trends by providing sales growth on a consistent basis. Organic sales growth is also one of the measures used to evaluate senior management and is a factor in determining their at-risk compensation. The following table provides a numerical reconciliation of reported sales growth to organic sales for the three months ended September 30, 2014:

* Acquisition/Divestiture Impacts includes rounding impacts necessary to reconcile net sales to organic sales.

Core EPS: This is a measure of the Company's diluted net earnings per share from continuing operations excluding certain items that are not judged to be part of the Company's sustainable results or trends. This includes a current year charge for goodwill and indefinite-lived intangible asset impairments, a current year charge for remeasuring certain Venezuela balance sheet items and current year and prior year charges related to incremental restructuring due to increased focus on productivity and cost savings. We do not view these items to be part of our sustainable results. We believe the Core EPS measure provides an important perspective of underlying business trends and results and provides a more comparable measure of year-on-year earnings per share growth. Core EPS is also one of the measures used to evaluate senior management and is a factor in

July 2014 - September 2014 Net Sales Growth Foreign Exchange

Impact Acquisition/

Divestiture Impact* Organic Sales

Growth

Beauty, Hair and Personal Care (1)% 1% —% —%

Grooming (1)% 1% —% —%

Health Care 6 % —% —% 6%

Fabric Care and Home Care (2)% 2% —% —%

Baby, Feminine and Family Care 1 % 2% 1% 4%

Total P&G — % 1% 1% 2%

determining their at-risk compensation. The table below provides a reconciliation of reported diluted net earnings per share to Core EPS:

Note - All reconciling items are presented net of tax. Tax effects are calculated consistent with the nature of the underlying transaction. Free Cash Flow: Free cash flow is defined as operating cash flow less capital spending. We view free cash flow as an important measure because it is one factor in determining the amount of cash available for dividends and discretionary investment. Adjusted Free Cash Flow Productivity: Adjusted free cash flow productivity is defined as the ratio of free cash flow to net earnings excluding impairments. The Company’s long-term target is to generate free cash flow at or above 90% of net earnings. Adjusted free cash flow productivity is also one of the measures used to evaluate senior management and is a factor in determining their at-risk compensation. The reconciliation of free cash flow and adjusted free cash flow productivity is provided below (amounts in millions):


2014 2013

Diluted Net Earnings Per Share $ 0.68 $ 1.03 Impairment charges 0.32 — Venezuela balance sheet remeasurement 0.04 — Incremental restructuring charges 0.03 0.02

CORE EPS $ 1.07 $ 1.05

Core EPS Growth 2%

Operating Cash Flow

Capital Spending

Free Cash Flow

Net Earnings

Impairment Charges

Net Earnings Excl.

Impairment Charges

Adjusted Free Cash Flow

Productivity

July 2014 - September 2014 $3,633 $810 $2,823 $2,020 $932 $2,952 96%

There have been no material changes in the Company’s exposure to market risk since June 30, 2014. Additional information can be found in Note 5 - Risk Management Activities and Fair Value Measurements, of the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2014.

Evaluation of Disclosure Controls and Procedures. The Company’s Chairman of the Board, President and Chief Executive Officer, A.G. Lafley, and the Company’s Chief Financial Officer, Jon R. Moeller, performed an evaluation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (“Exchange Act”)) as of the end of the period covered by this report. Messrs. Lafley and Moeller have concluded that the Company’s disclosure controls and procedures were effective to ensure that information required to be disclosed in reports we file or submit under the Exchange Act is (1) recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and (2) accumulated and communicated to our management, including Messrs. Lafley and Moeller, to allow their timely decisions regarding required disclosure. Changes in Internal Control Over Financial Reporting. There were no changes in our internal control over financial reporting that occurred during the Company’s fiscal quarter ended September 30, 2014 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. PART II. OTHER INFORMATION

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, patent and trademark, labor and employment, and tax. See Note 10 to our Consolidated Financial Statements for information on certain legal proceedings for which there are contingent liabilities accrued.

We discuss our expectations regarding future performance, events and outcomes, such as our business outlook and objectives in this Form 10-Q, our Annual Report on Form 10-K, other quarterly reports, press releases and other written and oral communications. All statements, except for historical and present factual information, are “forward-looking statements” and are based on financial data and business plans available only as of the time the statements are made, which may become outdated or incomplete. We assume no obligation to update any forward-looking statements as a result of new information, future events, or other factors. Forward-looking statements are inherently uncertain and investors must recognize that events could significantly differ from our expectations. The following discussion of “risk factors” identifies the most significant factors that may adversely affect our business, operations, financial position or future financial performance. This information should be read in conjunction with MD&A and the Consolidated Financial Statements and related Notes incorporated in this report. The following discussion of risks is not all inclusive, but is designed to highlight what we believe are important factors to consider when evaluating our expectations. These factors could cause our future results to differ from those in the forward-looking statements and from historical trends. A change in consumer demand for our products and/or lack of market growth could have a significant impact on our business. We are a consumer products company and rely on continued global demand for our brands and products. To achieve business goals, we must develop and sell products that appeal to consumers. This is dependent on a number of factors, including our ability to develop effective sales, advertising and marketing programs. We expect to achieve our financial targets, in part, by focusing on the most profitable businesses, biggest innovations and most important emerging markets. We also expect to achieve our financial targets, in part, by achieving disproportionate growth in developing regions. If demand for our products and/or market growth rates, in either developed or developing markets, falls substantially below expected levels or our market share declines significantly in these businesses, our volume, and consequently our results, could be negatively impacted. This could occur due

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Item 4. Controls and Procedures.

Item 1. Legal Proceedings.

Item 1A. Risk Factors.

to, among other things, unforeseen negative economic or political events, unexpected changes in consumer trends and habits or negative consumer responses to pricing actions. The ability to achieve our business objectives is dependent on how well we can compete with our local and global competitors in new and existing markets and channels. The consumer products industry is highly competitive. Across all of our categories, we compete against a wide variety of global and local competitors. As a result, there are ongoing competitive pressures in the environments in which we operate, as well as challenges in maintaining profit margins. This includes, among other things, increasing competition from mid- and lower-tier value products in both developed and developing markets. To address these challenges, we must be able to successfully respond to competitive factors, including pricing, promotional incentives and trade terms. In addition, the emergence of new sales channels may affect customer and consumer preferences, as well as market dynamics. Failure to effectively compete in these new channels could negatively impact results. Our ability to meet our growth targets depends on successful product, marketing and operations innovation and our ability to successfully respond to competitive innovation. Achieving our business results depends, in part, on the successful development, introduction and marketing of new products and improvements to our equipment and manufacturing processes. Successful innovation depends on our ability to correctly anticipate customer and consumer acceptance, to obtain and maintain necessary intellectual property protections and to avoid infringing the intellectual property rights of others. We must also be able to successfully respond to technological advances made by competitors and intellectual property rights granted to competitors. Failure to do so could compromise our competitive position and impact our results. A significant change in customer relationships or in customer demand for our products could have a significant impact on our business. We sell most of our products via retail customers, which consist of mass merchandisers, grocery stores, membership club stores, drug stores, department stores, salons, distributors, e-commerce and high-frequency stores. Our success is dependent on our ability to successfully manage relationships with our retail trade customers. This includes our ability to offer trade terms that are acceptable to our customers and are aligned with our pricing and profitability targets. Our business could suffer if we cannot reach agreement with a key customer based on our trade terms and principles. Our business would be negatively impacted if a key customer were to significantly reduce the inventory level of our products or experience a significant business disruption. Consolidation among our retail customers could also create significant cost and margin pressure and lead to more complexity across broader geographic boundaries for both us and our key retailers. This would be particularly challenging if major customers are addressing local trade pressures, local law and regulation changes or financial distress. If the reputation of the Company or one or more of our brands erodes significantly, it could have a material impact on our financial results. The Company's reputation is the foundation of our relationships with key stakeholders and other constituencies, such as customers and suppliers. In addition, many of our brands have worldwide recognition. This recognition is the result of the large investments we have made in our products over many years. The quality and safety of our products is critical to our business. Our Company also devotes significant time and resources to programs that are consistent with our corporate values and are designed to protect and preserve our reputation, such as social responsibility and environmental sustainability. If we are unable to effectively manage real or perceived issues, including concerns about safety, quality, efficacy or similar matters, sentiments toward the Company or our products could be negatively impacted; our ability to operate freely could be impaired and our financial results could suffer. Our financial success is directly dependent on the success of our brands and the success of these brands can suffer if our marketing plans or product initiatives do not have the desired impact on a brand's image or its ability to attract consumers. Our results could also be negatively impacted if one of our brands suffers a substantial impediment to its reputation due to a significant product recall, product-related litigation, allegations of product tampering or the distribution and sale of counterfeit products. Widespread use of social media and networking sites by consumers has greatly increased the speed and accessibility of information dissemination. Negative or inaccurate postings or comments about the Company could generate adverse publicity that could damage the reputation of our brands. In addition, given the association of our individual products with the Company, an issue with one of our products could negatively affect the reputation of our other products, or the Company as a whole, thereby potentially hurting results.

Our businesses face cost fluctuations and pressures that could affect our business results. Our costs are subject to fluctuations, particularly due to changes in commodity prices, raw materials, labor costs, energy costs, pension and healthcare costs and foreign exchange and interest rates. Therefore, our success is dependent, in part, on our continued ability to manage these fluctuations through pricing actions, cost saving projects and sourcing decisions, while maintaining and improving margins and market share. In addition, our financial projections include cost savings described in our announced productivity plan. Failure to deliver these savings could adversely impact our results. We face risks that are inherent in global manufacturing that could negatively impact our business results. We need to maintain key manufacturing and supply arrangements, including any key sole supplier and sole manufacturing plant arrangements, to achieve our cost targets. While we have business continuity and contingency plans for key manufacturing sites and the supply of raw materials, it may be impracticable to have a sufficient alternative source, particularly when the input materials are in limited supply. In addition, our strategy for global growth includes increased presence in emerging markets. Some emerging markets have greater political volatility and greater vulnerability to infrastructure and labor disruptions than established markets. Any significant disruption of manufacturing, such as labor disputes, loss or impairment of key manufacturing sites, natural disasters, acts of war or terrorism and other external factors over which we have no control, could interrupt product supply and, if not remedied, have an adverse impact on our business. We rely on third parties in many aspects of our business, which creates additional risk. Due to the scale and scope of our business, we must rely on relationships with third parties for certain functions, such as our suppliers, distributors, contractors, joint venture partners or external business partners. While we have policies and procedures for managing these relationships, they inherently involve a lesser degree of control over business operations, governance and compliance, thereby potentially increasing our financial, legal, reputational and/or operational risk. We face risks associated with having significant international operations. We are a global company, with manufacturing operations in more than 40 countries and a significant portion of our revenue outside the U.S. Our international operations are subject to a number of risks, including, but not limited to:

We have sizable businesses and maintain local currency cash balances in a number of foreign countries with exchange, import authorization or pricing controls, including, but not limited to, Venezuela, Argentina, China, India and Egypt. Our results of operations and/or financial condition could be adversely impacted if we are unable to successfully manage these and other risks of international operations in an increasingly volatile environment. Fluctuations in exchange rates may have an adverse impact on our business results or financial condition. We hold assets and incur liabilities, earn revenues and pay expenses in a variety of currencies other than the U.S. dollar. Because our consolidated financial statements are presented in U.S. dollars, the financial statements of our subsidiaries outside the U.S. are translated into U.S. dollars. Our operations outside of the U.S. generate a significant portion of our net revenue. Fluctuations in exchange rates may therefore adversely impact our business results or financial condition. See also the Results of Operations and Cash Flow, Financial Condition and Liquidity sections of the MD&A and Note 6 to our Consolidated Financial Statements.

• compliance with U.S. laws affecting operations outside of the United States, such as the Foreign Corrupt Practices Act; • compliance with a variety of local regulations and laws; • changes in tax laws and the interpretation of those laws; • changes in exchange controls and other limits on our ability to repatriate earnings from overseas; • discriminatory or conflicting fiscal policies; • difficulties enforcing intellectual property and contractual rights in certain jurisdictions; • risk of uncollectible accounts and longer collection cycles; • effective and immediate implementation of control environment processes across our diverse operations and employee base; and • imposition of increased or new tariffs, quotas, trade barriers or similar restrictions on our sales outside the U.S.

We face risks related to changes in the global and political economic environment, including the global capital and credit markets. Our business is impacted by global economic conditions, which continue to be volatile. Our products are sold in more than 180 countries and territories around the world. If the global economy experiences significant disruptions, our business could be negatively impacted by reduced demand for our products related to: a slow-down in the general economy; supplier, vendor or customer disruptions resulting from tighter credit markets; and/or temporary interruptions in our ability to conduct day-to-day transactions through our financial intermediaries involving the payment to or collection of funds from our customers, vendors and suppliers. Our objective is to maintain credit ratings that provide us with ready access to global capital and credit markets. Any downgrade of our current credit ratings by a credit rating agency could increase our future borrowing costs and impair our ability to access capital and credit markets on terms commercially acceptable to us. We could also be negatively impacted by political issues or crises in individual countries or regions, including sovereign risk related to a default by or deterioration in the credit worthiness of local governments. For example, we could be adversely impacted by instability in the banking and governmental sectors of certain countries in the European Union or the dynamics associated with the federal and state debt and budget challenges in the U.S. Consequently, our success will depend, in part, on our ability to manage continued global and/or economic uncertainty, especially in our significant geographies, as well as any political or economic disruption. These risks could negatively impact our overall liquidity and financing costs, as well as our ability to collect receipts due from governments, including refunds of value added taxes, and/or create significant credit risks relative to our local customers and depository institutions.

Our ability to successfully execute our portfolio optimization strategy could impact our business.

The Company recently announced a plan to significantly streamline our product portfolio by divesting, discontinuing or consolidating 90-100 nonstrategic brands, resulting in a portfolio of 70 to 80 key brands. It will take time to execute this plan, but once completed, we expect this strategy to result in improved sales and earnings growth rates. Our ability to successfully execute this plan could significantly impact our achievement of improved sales and earnings growth rates. Our ability to successfully manage ongoing acquisition, joint venture and divestiture activities could impact our business results. As a company that manages a portfolio of consumer brands, our ongoing business model, in addition to our recently announced portfolio-optimization strategy, includes a certain level of acquisition, joint venture and divestiture activities. We must be able to successfully manage the impacts of these activities, while at the same time delivering against our business objectives. Specifically, our financial results could be adversely impacted if: 1) changes in the cash flows or other market-based assumptions cause the value of acquired assets to fall below book value, 2) we are unable to offset the dilutive impacts from the loss of revenue associated with divested brands, or 3) we are not able to deliver the expected cost and growth synergies associated with our acquisitions and joint ventures, which could also have an impact on goodwill and intangible assets. Our ability to successfully manage ongoing organizational change could impact our business results. Our financial targets assume a consistent level of productivity improvement, and in light of our recently-announced portfolio-optimization strategy, we expect to implement additional and accelerated productivity improvements. If we are unable to deliver these expected productivity improvements, while continuing to invest in business growth, our financial results could be adversely impacted. We continue to execute a number of significant business, executive and organizational changes, including acquisitions, divestitures and workforce optimization projects to support our growth strategies. We expect these types of changes, which will include staffing adjustments as well as employee departures, to continue for the foreseeable future. Successfully executing these changes, including effective management transitions at leadership levels of the Company, as well as retention of particularly key employees is critical to our business success. We are generally a build-from-within company and our success is dependent on identifying, developing and retaining key employees to provide uninterrupted leadership and direction for our business. This includes developing and retaining organizational capabilities in key growth markets where the depth of skilled or experienced employees may be limited and competition for these resources is intense. It also includes continued development and execution of robust leadership succession plans, including CEO succession.

Our business is subject to changes in legislation, regulation and enforcement, and our ability to manage and resolve pending legal matters in the U.S. and abroad. Changes in laws, regulations and related interpretations, including changes in accounting standards, taxation requirements and increased enforcement actions and penalties may alter the environment in which we do business. The increasingly complex and rapidly changing legal and regulatory environment creates additional challenges for our ethics and compliance programs. Our ability to continue to meet these challenges could have an impact on our legal, reputational and business risk. As a U.S.-based multinational company, we are subject to tax regulations in the U.S. and multiple foreign jurisdictions, some of which are interdependent. For example, certain income that is earned and taxed in countries outside the U.S. is not taxed in the U.S., provided those earnings are indefinitely reinvested outside the U.S. If these or other tax regulations should change, our financial results could be impacted. For example, there are increasing calls in the U.S. from members of leadership in both major U.S. political parties for “comprehensive tax reform” which may significantly change the income tax rules that are applicable to U.S. domiciled corporations, such as P&G. It is very difficult to assess whether the overall effect of such potential legislation would be cumulatively positive or negative for our earnings and cash flows, but such changes could significantly impact our financial results. Our ability to manage regulatory, environmental, tax (including, but not limited to, any audits or other investigations) and legal matters (including, but not limited to, product liability, patent and other intellectual property matters) and to resolve pending legal matters without significant liability may materially impact our results of operations and financial position. Furthermore, if pending legal matters, including the competition law and antitrust investigations described in Note 10 to our Consolidated Financial Statements, result in fines or costs in excess of the amounts accrued to date, that could materially impact our results of operations and financial position. A breach of information security, including a cybersecurity breach or failure of one or more key information technology systems, networks, processes, associated sites or service providers could have a material adverse impact on our business or reputation. We rely extensively on information technology (IT) systems, networks and services, including internet sites, data hosting and processing facilities and tools and other hardware, software and technical applications and platforms, some of which are managed, hosted, provided and/or used by third-parties or their vendors, to assist in conducting our business. The various uses of these IT systems, networks and services include, but are not limited to:

Numerous and evolving cybersecurity threats, including advanced persistent threats, pose a potential risk to the security of our IT systems, networks and services, as well as the confidentiality, availability and integrity of our data. The Company has made investments seeking to address these threats, including monitoring of networks and systems, employee training and security policies for the Company and its third-party providers. However, because the techniques used in these attacks change frequently and may be difficult to detect for periods of time, we may face difficulties in anticipating and implementing adequate preventative measures. If the IT systems, networks or service providers we rely upon fail to function properly, or if we or one of our third-party providers suffer a loss or disclosure of our business or stakeholder information, due to any number of causes, ranging from catastrophic events or power outages to improper data handling or security breaches, and our business continuity plans do not effectively address these failures on a timely basis, we may be exposed to reputational, competitive and business harm as well as litigation and regulatory action. The costs and operational consequences of responding to breaches and implementing remediation measures could be significant.

• ordering and managing materials from suppliers; • converting materials to finished products; • shipping products to customers; • marketing and selling products to consumers; • collecting and storing customer, consumer, employee, investor and other stakeholder information and personal data; • processing transactions; • summarizing and reporting results of operations; • hosting, processing and sharing confidential and proprietary research, business plans and financial information; • complying with regulatory, legal or tax requirements; • providing data security; and • handling other processes necessary to manage our business.

ISSUER PURCHASES OF EQUITY SECURITIES


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

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 ($ in

billions)

07/01/2014 - 07/31/2014 9,531,754 $ 80.45 6,218,568 (3)

08/01/2014 - 08/31/2014 11,591,862 $ 81.95 11,591,862 (3)

09/01/2014 - 09/30/2014 11,034,088 $ 83.83 11,034,088 (3)

(1) The total number of shares purchased was 32,157,704 for the quarter. All transactions 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 is calculated on a settlement basis and excludes commission.

(3) On August 1, 2014, the Company stated that fiscal year 2015 share repurchases to reduce Company shares outstanding are estimated to be approximately $5 billion to $7 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) (Incorporated by reference to Exhibit (3-1) of the Company's Form 10-Q for the quarter ended September 30, 2011)

3-2

Regulations (as approved by the Board of Directors on October 14, 2014, pursuant to authority granted by shareholders at the annual meeting on October 13, 2009)

10-1

The Procter & Gamble 2014 Stock and Incentive Compensation Plan, which was adopted by shareholders at the annual meeting on October 14, 2014.*

10-2

Regulations of the Compensation and Leadership Development Committee for The Procter & Gamble 2014 Stock and Incentive Compensation Plan.*

10-3 Summary of the Company's Short Term Achievement Reward Program.*

10-4 The Procter & Gamble Performance Stock Program Summary.*

12 Computation of Ratio of Earnings to Fixed Charges

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.INS (1) XBRL Instance Document

101.SCH (1)

XBRL Taxonomy Extension Schema Document

101.CAL (1)

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF (1)

XBRL Taxonomy Definition Linkbase Document

101.LAB (1)

XBRL Taxonomy Extension Label Linkbase Document

101.PRE (1) XBRL Taxonomy Extension Presentation Linkbase Document

* Compensatory plan or arrangement

(1) XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of 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

October 24, 2014 /s/ VALARIE L. SHEPPARD

Date (Valarie L. Sheppard)

Senior Vice President, Comptroller and Treasurer

EXHIBIT INDEX

Exhibit

3-1

Amended Articles of Incorporation (as amended by shareholders at the annual meeting on October 11, 2011) (Incorporated by reference to Exhibit (3-1) of the Company's Form 10-Q for the quarter ended September 30, 2011)

3-2

Regulations (as approved by the Board of Directors on October 14, 2014, pursuant to authority granted by shareholders at the annual meeting on October 13, 2009)

10-1

The Procter & Gamble 2014 Stock and Incentive Compensation Plan, which was adopted by shareholders at the annual meeting on October 14, 2014

10-2

Regulations of the Compensation and Leadership Development Committee for The Procter & Gamble 2014 Stock and Incentive Compensation Plan

10-3 Summary of the Company's Short Term Achievement Reward Program

10-4 The Procter & Gamble Performance Stock Program Summary

12 Computation of Ratio of Earnings to Fixed Charges

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.INS (1) XBRL Instance Document

101.SCH (1)

XBRL Taxonomy Extension Schema Document

101.CAL (1)

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF (1)

XBRL Taxonomy Definition Linkbase Document

101.LAB (1)

XBRL Taxonomy Extension Label Linkbase Document

101.PRE (1) XBRL Taxonomy Extension Presentation Linkbase Document

(1) XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

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EXHIBIT (3-2)

The Procter & Gamble Company Regulations

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Section 2: EX-3.2 (REGULATIONS OF THE PROCTER & GAMBLE COMPANY)

The Procter & Gamble Company

Regulations ARTICLE I [Intentionally Omitted] ARTICLE II Shareholders

SECTION 1. Place of Meeting. Meetings of shareholders shall be held in Cincinnati, Hamilton County, Ohio, but the shareholders or the Board of Directors shall have authority to provide for the holding of meetings of shareholders elsewhere within or without the State of Ohio, except the annual meeting, or a meeting to elect Directors. The Board of Directors is authorized to determine that a meeting shall not be held at a physical place, but instead may be held solely by means of communications equipment as authorized by Ohio law.

SECTION 2. Annual Meeting. The annual meeting of the shareholders shall be held on the second Tuesday of October in each year, or on such other date within thirty (30) days of such date as may be designated by the Board of Directors. At the annual meeting of shareholders, there shall be elected in accordance with the laws of the State of Ohio and ARTICLE III of these Regulations, a Board of Directors. Such other business shall occur at the annual meeting of shareholders as determined by the chair of the meeting, unless otherwise determined by the Board of Directors prior to the meeting.

SECTION 3. Special Meetings. Special meetings of the shareholders may be called and held as provided by law.

SECTION 4. Notice of Meetings. A notice, as required by law, of each regular or special meeting of shareholders shall be given by the Chairman of the Board, the Chief Executive Officer, the President, the Secretary, or an Assistant Secretary, not less than ten (10) days before the meeting.

SECTION 5. Quorum. The shareholders present in person or by proxy at any meeting shall constitute a quorum unless a larger proportion is required to take the action stated in the notice of the meeting, in which case, to constitute a quorum, there shall be present in person or by proxy the holders of record of shares entitling them to exercise the voting power required by the Articles of the Company to take the action stated.

SECTION 6. Organization. The Chairman of the Board shall preside at all meetings of the shareholders, but in his or her absence the Board of Directors may appoint any officer to act as presiding officer at the meeting. The Secretary of the Company shall act as Secretary of all meetings of the shareholders, but in his or her absence the presiding officer may appoint any person to act as Secretary of the meeting.

SECTION 7. Order of Business and Rules. Unless otherwise determined by the Board of Directors prior to the meeting, the chair of the meeting shall determine the order of business of each annual meeting of shareholders. The chair shall also determine the rules of procedure for the meeting and shall have the authority to regulate the conduct of any such meeting as he or she deems appropriate.

SECTION 8. Notice of Shareholder Business and Nominations to be Brought Before a Meeting of Shareholders.

(a) Business Properly Brought Before an Annual Meeting of Shareholders. Nominations of persons for election to the Board of Directors, or the proposal of other business to be considered by the shareholders, may be made at an annual meeting of shareholders only if properly brought before the meeting. To be properly brought before an annual meeting of shareholders, any director nominations or other business must be (i) brought before

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the meeting by the Company and specified in the notice of meeting given by or at the direction of the Board of Directors, (ii) brought before the meeting by or at the direction of the Board of Directors, or (iii) otherwise properly brought before the meeting by a shareholder who (A) was a shareholder of record (and, with respect to any beneficial owner, if different, on whose behalf such business is proposed, only if such beneficial owner was the beneficial owner of shares of the Company) both at the time of giving the notice provided for in this Section 8 and at the time of the annual meeting, (B) is entitled to vote at the meeting, and (C) has complied with this Section 8 as to such business. Except for proposals properly made in accordance with Rule 14a-8 under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (as so amended and inclusive of such rules and regulations, the “Exchange Act”), and included in the notice of meeting given by or at the direction of the Board of Directors, the foregoing clause (iii) shall be the exclusive means for a shareholder to make nominations or propose other business to be brought before an annual meeting of shareholders.

(b) Requirement of Timely Notice of Shareholder Business and Nominations for Director for the Annual Meeting of Shareholders.

(i) To properly bring business before an annual meeting of shareholders, a shareholder must provide (A) Timely Notice (as defined below) thereof in writing and in proper form to the Secretary of the Company and (B) any updates or supplements to such notice at the times and in the forms required by this Section 8.

(ii) With respect to any nominations of persons for election to the Board of Directors, a shareholder’s notice must be delivered to, or mailed and received at, the principal executive offices of the Company not less than one hundred and forty (140) days nor more than two hundred and forty (240) days prior to the one year anniversary of the preceding year’s annual meeting; provided, however, that if the date of the annual meeting is more than thirty (30) days before or more than sixty (60) days after such anniversary date, notice by the shareholder to be timely must be so delivered, or mailed and received, not earlier than the two hundred and fortieth (240th) day prior to such annual meeting and not later than the one hundred and fortieth (140th) day prior to such annual meeting or, if later, the tenth (10th) day following the day on which public announcement of the date of such annual meeting was first made.

(iii) With respect to any other business (other than shareholder nomination of directors), a shareholder’s notice must be delivered to, or mailed and received at, the principal executive offices of the Company not less than ninety (90) days nor more than two hundred forty (240) days prior to the one year anniversary of the preceding year’s annual meeting; provided, however, that if the date of the annual meeting is more than thirty (30) days before or more than sixty (60) days after such anniversary date, notice by the shareholder to be timely must be so delivered, or mailed and received, not earlier than the two hundred fortieth (240th) day prior to such annual meeting and not later than the ninetieth (90th) day prior to such annual meeting or, if later, the tenth (10th) day following the day on which public announcement of the date of such annual meeting was first made.

(iv) Any notice of nominations or other business within the time periods referred to in clauses (b)(ii) and (c)(iii), respectively, is a “Timely Notice” for purposes of such nomination or other business. In no event shall any adjournment or postponement of an annual meeting of shareholders, or the announcement thereof, commence a new time period for the giving of Timely Notice as described above.

(c) Business Properly Brought Before a Special Meeting of Shareholders. At a special meeting of shareholders, only such business will be conducted or considered as is properly brought before the meeting. To be properly brought before a special meeting, business must be (i) specified in the notice of the meeting (or any supplement thereto) given in accordance with Section 4 of this ARTICLE II, (ii) otherwise brought before the meeting by the chair of the meeting or (iii) brought before the meeting by or at the direction of the Board of Directors. Nominations of persons for election to the Board of Directors may not be made at a special meeting of shareholders unless directors are to be elected pursuant to the Company’s notice of meeting. In such case, any shareholder of the Company who (I) was a shareholder of record (and, with respect to any beneficial owner, if different, on whose behalf such business is proposed, only if such beneficial owner was the beneficial owner of shares of the Company) both at the time of giving the notice provided for in this Section 8 and at the time of the meeting, (II) is entitled to vote at the meeting, and (III) has complied with this Section 8 as to such nomination,

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may nominate a person or persons (as the case may be), for election to such position(s) as specified in the Company’s notice of meeting.

(d) Requirement of Timely Notice of Shareholder Nominations for Special Meeting of the Shareholders Held for the Purpose of Electing One or More Directors. In the event the Company calls a special meeting of shareholders for the purpose of electing one or more directors to the Board of Directors, any shareholder meeting the criteria in Section 8(c) above may nominate a person or persons (as the case may be), for election to such position(s) as specified in the Company’s notice of meeting, if the shareholder’s notice with respect to any nomination shall be delivered to the Secretary of the Company at the principal executive offices of the Company not earlier than the close of business on the two hundred and fortieth (240th) day prior to such special meeting and not later than the close of business on the later of the one hundred and fortieth (140th) day prior to such special meeting or the tenth (10th) day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. In no event shall any adjournment of a special meeting or the announcement thereof commence a new time period for the giving of a shareholder’s notice as described above.

(e) Requirements for Proper Form of Shareholder Notice. To be in proper form for purposes of this Section 8, a shareholder’s notice to the Secretary of the Company must:

(i) set forth, as to the shareholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (A) the name and address of such shareholder, as they appear on the Company’s books, and the name and address of such beneficial owner, (B) the class and number of shares of the Company which are held of record by such shareholder as of the date of the notice, and a representation that the shareholder will notify the Company in writing within five business days after the record date for such meeting of the class and number of shares of the Company held of record on such record date, (C) the class and number of shares of the Company which are held of record or are beneficially owned (within the meaning of Section 13(d) of the Exchange Act) by such beneficial owner as of the date of the notice, and a representation that the shareholder will notify the Company in writing within five business days after the record date for such meeting of the class and number of shares of the Company beneficially owned by such shareholder and such beneficial owner on such record date, (D) any other information relating to such shareholder and beneficial owner, if any, that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder, and (E) such shareholder’s and beneficial owner’s written consent to the public disclosure of information provided to the Company pursuant to this Section 8;

(ii) set forth, as to the shareholder giving the notice or, if given on behalf of a beneficial owner, as to the beneficial owner on whose behalf the nomination or proposal is made (A) any agreements, arrangements or understandings entered into by the shareholder or beneficial owner, as appropriate, and its affiliates with respect to equity securities of the Company, including any put or call arrangements, derivative securities, short positions, borrowed shares or swap or similar arrangements, specifying in each case the effect of such agreements, arrangements or understandings on any voting or economic rights of equity securities of the Company, in each case as of the date of the notice and in each case describing any changes in voting or economic rights which may arise pursuant to the terms of such agreements, arrangements or understandings, (B) to the extent not covered in clause (A) above, any disclosures that would be required pursuant to Item 5 or Item 6 of Schedule 13D (regardless of whether the requirement to file a Schedule 13D is applicable to the shareholder or beneficial owner), and (C) a representation that the shareholder will notify the Company in writing within five business days after the record date for such meeting of the information set forth in clause (A) and (B) above as of such record date;

(iii) if the notice relates to any business other than a nomination of a director or directors that the shareholder proposes to bring before the meeting, set forth (A) a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest in such business of such shareholder and the beneficial owner, if any, in such business and (B) a description of all agreements, arrangements and understandings between such shareholder and beneficial

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owner, if any, and any other person or persons (including their names) in connection with the proposal of such business by such shareholder;

(iv) set forth, as to each person, if any, whom the shareholder proposes to nominate for election or reelection to the Board of Directors (A) all information relating to such person that is required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected) and (B) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among such shareholder and beneficial owner, if any, and their respective affiliates and associates, or others acting in concert therewith, on the one hand, and each proposed nominee, and his or her respective affiliates and associates, or others acting in concert therewith, on the other hand, including without limitation all information that would be required to be disclosed pursuant to Rule 404 promulgated under Regulation S-K if the shareholder making the nomination and any beneficial owner on whose behalf the nomination is made, if any, or any affiliate or associate therewith or person acting in concert therewith, were the “registrant” for purposes of such rule and the nominee were a director or executive officer of such registrant;

(v) set forth a representation that such shareholder intends to appear at the annual meeting to bring such nomination or other business before the annual meeting;

(vi) set forth such other information as may reasonably be required by the Board of Directors as described in the Company’s proxy statement for the preceding year’s annual meeting; and

(vii) be followed, within five business days after the record date for such meeting, by the written notice providing the information described in clauses (i) and (ii) above.

The Company may require any proposed nominee to furnish such other information as may reasonably be required by the Company to determine the eligibility of such proposed nominee to serve as an independent director of the Company or that could be material to a reasonable shareholder’s understanding of the independence, or lack thereof, of such nominee.

(f) Determination of Business Not Properly Brought Before a Meeting. Only such persons who are nominated in accordance with the procedures set forth in this Section 8 shall be eligible to serve as directors and only such business shall be conducted at a meeting of shareholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section 8. Except as otherwise provided by law, the Articles of Incorporation of the Company or these Regulations, the determination of whether any business sought to be brought before any annual or special meeting of the shareholders is properly brought before such meeting in accordance with this Section 8 will be made by the presiding officer of such meeting. If the presiding officer determines that any business is not properly brought before such meeting, he or she will so declare to the meeting and any such business will not be conducted or considered.

(g) Rule 14a-8; Exchange Act Compliance. This Section 8 is expressly intended to apply to any business proposed to be brought before an annual meeting of shareholders other than any shareholder proposal made pursuant to Rule 14a-8 under the Exchange Act. Notwithstanding the foregoing provisions of this Section 8, a shareholder must also comply with all applicable requirements of the Exchange Act with respect to the matters set forth in this Section 8. Nothing in this Section 8 will be deemed to affect any rights of shareholders to request inclusion of proposals in the Company’s proxy statement pursuant to Rule 14a-8 under the Exchange

(h) Definition of Public Announcement. For purposes of this Section 8, “public announcement” means disclosure in a press release

reported by a national news service or in a document publicly filed by the Company with the Securities and Exchange Commission pursuant to Sections 13, 14, or 15(d) of the Exchange Act.

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ARTICLE III Board of Directors

SECTION 1. Number. The Board of Directors shall be composed of thirteen (13) persons unless this number is changed by: (1) the shareholders by the affirmative vote of the holders of shares of the Company entitling them to exercise at least a majority of the voting power of the Company voting as a single class at a meeting of shareholders called for the purpose of electing Directors or (2) the affirmative vote of at least two-thirds (2/3rds) of the whole authorized number of Directors. The Directors may increase the number to not more than fifteen (15) persons and may decrease the number to not less than ten (10) persons. Any Director's office created by the Directors by reason of an increase in their number may be filled by action of a majority of the Directors in office.

SECTION 2. Election and Term. Except as otherwise provided by law, the Articles of the Company or these Regulations, Directors shall be elected at the annual meeting of shareholders to serve one-year terms and until their successors are elected and qualified. The number of Directors of the Company shall be fixed from time to time in accordance with these Regulations and may be increased or decreased as herein provided.

SECTION 3. Removal, Vacancies. Directors may be removed from office, as provided by law, by the vote of the holders of at least a majority of the voting power of the Company, voting as a single class, entitling them to elect Directors in place of those to be removed. Vacancies in the Board of Directors for any unexpired term shall be filled by the remaining Directors, though less than a majority of the whole authorized number of Directors, by the vote of a majority of their number.

SECTION 4. Meetings. Regular meetings of the Board of Directors shall be held as determined by the Board of Directors. Special meetings of the Board of Directors may be called at any time by the Chairman of the Board, the Presiding Director (as elected by the Board), the Chief Executive Officer (if a member of the Board) or by a majority of the Board.

SECTION 5. Notice of Meetings. The Board shall decide what notice, if any, shall be given and the length of time prior to the meeting that such notice shall be given of all meetings. Any meeting at which all of the Directors are present shall be a valid meeting whether notice thereof was given or not, and any business may be transacted at such a meeting.

SECTION 6. Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business, and if at any meeting of the Board there be less than a quorum present, a majority of those present may adjourn the meeting from time to time.

SECTION 7. Compensation of Directors. The Board of Directors is authorized to fix, from time to time, their own compensation for attendance at the meetings of the Board, which may include expenses of attendance when meetings are not held at the place of residence of any attending Director.

ARTICLE IV Officers

SECTION 1. Number. The officers of the Company shall be a Chairman of the Board, a Chief Executive Officer, a President, a Secretary, one or more Assistant Secretaries, if needed, a Treasurer, and one or more Assistant Treasurers, if needed. Any two or more of the offices may be held by the same person, but no officer shall execute, acknowledge or verify any instrument in more than one capacity if such instrument is required to be executed, acknowledged or verified by two or more officers.

SECTION 2. Other Officers. The Board of Directors is authorized in its discretion to provide for such other officers and agents as it shall deem necessary from time to time and may dispense with any offices and agencies at any time except those required by law.

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SECTION 3. Election, Term and Removal. The officers shall be elected by the Board of Directors. Each officer shall be elected for an

indeterminate term and shall hold office during the pleasure of the Board. The Board may hold annual elections of officers; in that event, each such officer shall hold office until his or her successor is elected and qualified, unless he or she is removed earlier by the Board, which may remove or suspend any officer at any time, without notice, by the affirmative vote of a majority of the entire Board. The Board, or a designated committee of the Board, shall fix the compensation, if any, of each officer.

SECTION 4. Vacancies and Absence. If any office shall become vacant by reason of the death, resignation, disqualification or removal of the incumbent thereof, or other cause the Board of Directors may elect a successor to hold office for the unexpired term in respect to which such vacancy occurred or was created. In case of the absence of any officer of the Company or for any reason that the Board of Directors may determine as sufficient, the said Board may delegate the powers and duties of such officer to any other officer, or to any Director, except where otherwise provided by these Regulations or by statute, for the time being. ARTICLE V Indemnification

SECTION 1. Indemnity. The Company shall indemnify, to the fullest extent permitted by law, any person who was or is a party or is

threatened to be made a party to any threatened, pending, or completed claim, action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that he or she (a) is or was a Director, officer or employee of the Company, or its subsidiaries, or, (b) is or was serving at the request of the Company or its subsidiaries as a director, trustee, officer, partner, managing member or position of similar capacity of a Company subsidiary or another corporation, limited liability company, partnership, joint venture, trust, employee benefit plan, or other enterprise (whether domestic or foreign, nonprofit or for profit) or (c) is or was providing to third party organizations volunteer services that were duly authorized in accordance with the Company’s process for approval of such activities, against all liabilities and expenses actually and reasonably incurred by or imposed on him or her in connection with, or arising out of, any such claim, action, suit or proceeding.

SECTION 2. Liabilities and Expenses. As used in this Article V, the terms “liabilit(y)(ies)” and “expense(s)” include but are not limited to liabilities, expenses, attorneys’ fees and disbursements, costs, judgments, fines, penalties and amounts paid in settlement.

SECTION 3. Indemnification Requirements. Notwithstanding anything to the contrary in this Article V, no person seeking indemnification shall receive indemnification pursuant to this Article V if he or she (a) failed to act in good faith, in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Company and its subsidiaries, (b) acted or failed to act, in either case, with deliberate intent to cause injury to the Company or its subsidiaries or with reckless disregard for the best interests of the Company or its subsidiaries, or (c) knowingly engaged in criminal activity.

SECTION 4. Indemnification Right Limitations. A determination that a person acted or failed to act in the ways described in clauses (a), (b) or (c) of Section 3 shall be made only if: (i) in cases of an adjudication on the merits, it is determined by any court of competent jurisdiction; or (ii) in cases of settlement or compromise involving a Director or officer of the Company, the Board of Directors of the Company (excluding any Directors affected by self interest), makes a determination to that effect ; or (iii) in cases of settlement or compromise involving an employee of the Company or its subsidiaries (who is not a Director or officer of the Company)), the Chief Legal Officer and Chief Human Resource Officer, or other Board designee, make a determination to that effect.

SECTION 5. Excluded Costs and Other Sources. Indemnification under this Article V shall not include reimbursement of any amounts paid or payable to the Company or its subsidiaries by the person entitled to indemnification under this Article V. Any indemnification or advancement provided pursuant to the rights granted under Section 1(b) and Section 1(c) of this Article V, shall be (i) secondary to any indemnification, insurance coverage or advancement from any such third party, and (ii) reduced by any amount such individual may collect as indemnification,

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insurance coverage or advancement from any third party including, but not limited to, pursuant to an insurance policy, indemnification agreement or statutory right.

SECTION 6. Advances. To the extent permitted by applicable law, liabilities and expenses incurred by a person subject to this Article V in defending or investigating a claim, action, suit, or proceeding referenced in Section 1 of this Article V shall be paid by the Company in advance of the final disposition of such matter upon receipt of a written undertaking by or on behalf of such person to (i) repay any such amounts unless it is ultimately determined that such person is entitled to indemnification under this Article V and (ii) reasonably cooperate with the Company, its subsidiaries, or third party organizations for which such person performed volunteer services, concerning the action, suit or proceeding.

SECTION 7. Non-Exclusive Right. The right of indemnification provided for in this Article V shall not be exclusive of other rights to which any person entitled to indemnification under this Article V may be entitled as a matter of law.

SECTION 8. Survival and Successors. The right of indemnification provided for in this Article V shall continue as to a person who has ceased to be a Director, officer or employee of the Company or its subsidiaries. The right of indemnification provided for in this Article V shall inure to the benefit of the heirs, executors and administrators of any person entitled to indemnification under this Article V.

SECTION 9. Impairment of Indemnification Right. No amendment, modification, termination or repeal of this Article V, nor, to the fullest extent permitted by law, any modification of law, shall adversely affect the rights to indemnification or advancement of expenses granted under this Article V with respect to any actions, omission, transactions or facts occurring prior to the final adoption of such amendment, modification, termination or repeal. ARTICLE VI Duties of Officers

SECTION 1. Chairman of the Board. The Chairman of the Board of Directors shall preside at all meetings of the Board, shall confer with and advise all other officers of the Company, and shall perform such other duties as may be delegated to him or her by the Board.

SECTION 2. Chief Executive Officer. The Board of Directors shall designate the Chief Executive Officer of the Company. The officer so designated shall be responsible for the supervision, general control and management of all the Company's business and affairs, subject only to the authority of the Board of Directors. He shall make periodic reports to the Board of Directors, making such recommendations as he thinks proper, and shall bring before the Board of Directors such information as may be required relating to the Company's business and affairs. The Board of Directors may designate one of the officers of the Company to perform the duties and have the powers of the officer who is the Chief Executive Officer in his or her absence, and during such absence the officer so designated shall be authorized to exercise all of his or her responsibilities.

SECTION 3. President. The President shall perform such duties and have such responsibilities as may be delegated or assigned to him or her by the Board or the Chief Executive Officer.

SECTION 4. Other Officers. All other officers shall perform such duties and have such responsibilities as may be delegated or assigned to them by the Board of Directors or the Chief Executive Officer.

SECTION 5. Bonds of Officers. The Board of Directors shall determine which officers of the Company shall give bond, and the amount thereof, the expense to be paid by the Company.

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ARTICLE VII Shares of Stock

SECTION 1. Mutilated and Lost Certificates. If any certificate for shares of the Company becomes worn, defaced or mutilated, the Company, upon production or surrender thereof may order the same cancelled, and a new certificate issued in lieu thereof. If any certificate for shares be lost or destroyed, a new certificate may be issued upon such terms and under such regulations as may be adopted by the Board of Directors.

SECTION 2. Form. Some or all of any or all of, the classes and series of the Company’s shares shall be uncertificated shares, provided however that shares represented by a certificate may not be uncertificated until the certificate is surrendered to the Company and any existing certificated security issued in exchange for an uncertificated security shall not be uncertificated. ARTICLE VIII General Welfare

SECTION 1. Policy. It is declared to be the policy of the Company to recognize that its interests and those of its employees are inseparable, and are best developed and maintained by the adoption of such measures as will assure the employees of the Company of this fact. To this end the Board of Directors is authorized, in its discretion, to inaugurate and maintain a profit-sharing or other similar plan, an adequate pension and benefit plan, and to grant to the employees such voice in the conduct of the business as may seem to the Board to be right and proper.

SECTION 2. Stock Ownership by Employees. The Board of Directors is authorized to devise and carry into effect such plans as it may deem advisable, to assist the employees to become shareholders of the Company by the purchase of its shares. ARTICLE IX Amendments

SECTION 1. Amendments. These Regulations, or any of them, may be altered, amended, added to or repealed by the Board of Directors (to the extent permitted by the Ohio General Corporation law) or by the affirmative vote of the holders of at least a majority of the outstanding shares of capital stock of the Company entitled to vote thereon, considered for the purposes of this SECTION 1 as one class. ARTICLE X Assent of Shareholders

SECTION 1. Effect. Any person becoming a shareholder in this Company shall be deemed to assent to these Regulations, and any alterations, amendments, or additions thereto, lawfully adopted, and shall designate to the Secretary or appointed Transfer Agents of the Company, the address to which he desires that the notices herein required to be given may be sent, and all notices mailed to such address with postage prepaid, shall be considered as duly given at the date of mailing, provided, however, that in the event that any shareholder shall have failed to so designate an address to which notices shall be sent, then said notices shall be sent to any address where the Secretary believes he may be reached, otherwise to "General Delivery, Cincinnati, Ohio." The mailing of any notice to "General Delivery, Cincinnati, Ohio," shall be conclusive that the Secretary knows of no address where he believes said shareholder may be reached.

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EXHIBIT (10-1)

Section 3: EX-10.1 (THE PROCTER & GAMBLE 2014 STOCK AND INCENTIVE COMPENSATION PLAN)

The Procter & Gamble 2014

Stock and Incentive Compensation Plan

The Procter & Gamble 2014 Stock and Incentive Compensation Plan

Article 1. Establishment, Purpose and Duration

1.1 Establishment. The Procter & Gamble Company, an Ohio corporation (the “Company”), hereby establishes an incentive

compensation plan to be known as The Procter & Gamble 2014 Stock and Incentive Compensation Plan (the “Plan”), as set forth in this document.

This Plan permits the grant of Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock

Units, Performance Stock Units, Cash-Based Awards and Other Stock-Based Awards. This Plan shall become effective upon shareholder approval

(the “Effective Date”) and shall remain in effect as provided in Section 1.3.

1.2 Purpose of this Plan. The purposes of the Plan are to strengthen the alignment of interests between those Employees of the

Company and its Subsidiaries who are largely responsible for the success of the business as well as Non-employee Directors and the Company’s

shareholders through ownership behavior and the increased ownership of shares of the Company’s common stock, and to encourage Plan

Participants to remain in the employ of the Company and its Subsidiaries.

1.3 Duration of this Plan. Unless sooner terminated as provided herein, this Plan shall terminate ten (10) years from the Effective Date.

After this Plan is terminated, no Awards may be granted but Awards previously granted shall remain outstanding in accordance with their

applicable terms and conditions and this Plan’s terms and conditions.

Article 2. Definitions

Whenever used in this Plan, the following terms shall have the meanings set forth below, and when the meaning is intended, the initial letter of

the word shall be capitalized.

2.1 “Annual Award Limits” have the meaning set forth in Section 4.4.

2.2 “Award” means, individually or collectively, a grant under this Plan of Nonqualified Stock Options, Incentive Stock Options, Stock

Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Stock Units, Cash-Based Awards or Other Stock-Based Awards, in each

case subject to the terms of this Plan.

2.3 “Award Agreement” means either (i) a written or electronic agreement entered into by the Company and a Participant setting forth

the terms and provisions applicable to an Award granted under this Plan, including any amendment or modification thereof, or (ii) a written or

electronic statement issued by the Company to a Participant describing the terms and provisions of such Award, including any amendment or

modification thereof. The Committee shall have the exclusive authority to determine the terms of an Award Agreement evidencing an Award

granted under this Plan, subject to the provisions herein. The terms of an Award Agreement need not be uniform among all Participants or among

similar types of Awards.

2.4 “Beneficial Owner” or “Beneficial Ownership” shall have the meaning ascribed to such term in Rule 13d-3 under the Exchange Act.

2.5 “Board” or “Board of Directors” means the Board of Directors of the Company.

2.6 “Cash-Based Award” means an Award, denominated in cash, granted to a Participant as described in Article 12.

2.7 “Cause” for purposes of this Plan only means, unless otherwise specified in an Award Agreement or in an applicable employment

agreement between the Company and a Participant, any one of the following:

2.8 “Change in Control” means the occurrence of one or more of the following events:

(a) The acquisition by any Person of Beneficial Ownership of more than 20% of either (A) the then-outstanding Shares

(“Outstanding Company Common Stock”) or (B) the combined voting power of the then-outstanding voting securities of the

Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided,

however, that, for purposes of this Section 2.8(a) the following acquisitions shall not constitute a Change in Control:

(i) any acquisition by the Company,

(ii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company,

(iii) any acquisition by any entity controlled by the Company, or

(b) Individuals who, as of the Effective Date, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at

least a majority of the Board; provided, however, that any individual becoming a Director subsequent to the Effective Date whose

election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the Directors

then comprising the Incumbent Board shall be considered as though such individual was a member of the Incumbent Board, but

excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened

election contest with respect to the election or removal of Directors or other actual or threatened solicitation of proxies or

consents by or on behalf of a Person other than the Board.

(c) Consummation of a reorganization, merger, statutory share exchange or consolidation or similar corporate transaction

involving the Company and/or any entity controlled by the Company, or a sale or other disposition of all or substantially all of the

assets of the Company, or the acquisition of assets or stock of another entity by the Company

(a) Participant’s conviction of or plea of guilty or nolo contendere, or no contest, to a felony;

(b) Participant’s willful misconduct;

(c) Participant’s violation of a material written Company policy; or

(d) Participant’s willful and continued failure or refusal to substantially perform essential job functions.

(iv) any acquisition by any entity pursuant to a transaction that complies with Sections 2.8(c) (i), (ii) and (iii).

or any entity controlled by the Company (each, a “Business Combination”), in each case, provided, however, that, for purposes

of this Section 2.8(c) a Business Combination shall not constitute a Change in Control if following such Business Combination:

(i) all or substantially all of the individuals and entities that were the Beneficial Owners of the Outstanding Company

Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination

beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of common stock and the

combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors,

as the case may be, of the corporation resulting from such Business Combination (including, without limitation, an entity

that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly

or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such

Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the

case may be; and

(ii) no Person (excluding any entity resulting from such Business Combination or any employee benefit plan (or related

trust) of the Company or such entity resulting from such Business Combination) beneficially owns, directly or indirectly,

20% or more of, respectively, the then-outstanding shares of common stock of the corporation resulting from such

Business Combination or the combined voting power of the then-outstanding voting securities of such corporation,

except to the extent that such ownership existed prior to the Business Combination; and

(iii) at least a majority of the members of the board of directors of the entity resulting from such Business Combination

were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board,

providing for such Business Combination.

(d) Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

2.9 “Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time. For purposes of this Plan, references to

sections of the Code shall be deemed to include references to any applicable regulations thereunder and any successor or similar provision.

2.10 “Commission” means the Securities and Exchange Commission.

2.11 “Committee” means the Compensation & Leadership Development Committee of the Board or a subcommittee thereof or any other

committee designated by the Board to administer this Plan. The members of the Committee shall be appointed from time to time by and shall serve at

the discretion of the Board. If the Committee does not exist or cannot function for any reason, the Board may take any action under the Plan that

would otherwise be the responsibility of the Committee. The Committee shall be constituted to comply with the requirements of Rule 16b-3

promulgated by the Commission under the Exchange Act, or such rule or any successor rule thereto which is in effect from time to time, Code

Section 162(m), and any applicable listing or governance requirements of any securities exchange on which the Company’s common shares are

listed.

2.12 “Company” means The Procter & Gamble Company and any successor thereto as provided in Section 21.19.

2.13 “Covered Employee” means any Employee who is or may become a “Covered Employee,” as defined in Code Section 162(m), and

who is designated, either as an individual Employee or class of Employees, by the Committee within the shorter of (i) 90 days after the beginning of

the Performance Period, or (ii) before 25% of the Performance Period has elapsed, as a “Covered Employee” under this Plan with respect to such

applicable Performance Period.

2.14 “Director” means any individual who is a member of the Board of Directors of the Company.

2.15 “Disability” means a “disability” within the meaning of Code Section 409A and the regulations or other guidance issued

thereunder.

2.16 “Dividend Equivalent” has the meaning set forth in Article 13.

2.17 “Effective Date” has the meaning set forth in Section 1.1.

2.18 “Employee” means any individual performing services for the Company or a Subsidiary and designated as an employee of the

Company or the Subsidiary on its payroll records. An Employee shall not include any individual during any period he or she is classified or treated

by the Company or Subsidiary as an independent contractor, a consultant or an employee of an employment, consulting or temporary agency or

any other entity other than the Company or Subsidiary, without regard to whether such individual is subsequently determined to have been, or is

subsequently retroactively reclassified, as a common-law employee of the Company or Subsidiary during such period. An individual shall not cease

to be an Employee in the case of (i) any leave of absence approved by the Company or (ii) transfers between locations of the Company, between the

Company and any Subsidiaries, or between Subsidiaries. For purposes of Incentive Stock Options, no such leave may exceed 90 days, unless

reemployment upon expiration of such leave is guaranteed by statute or contract. If reemployment upon expiration of a leave of absence approved

by the Company is not so guaranteed, then three months following the 91st day of such leave, any Incentive Stock Option held by a Participant

shall cease to be treated as an Incentive Stock Option and shall be treated for tax purposes as a Nonqualified Stock Option. Neither service as a

Director nor payment of a Director’s fee by the Company shall be sufficient to constitute “employment” by the Company.

2.19 “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, or any successor act thereto and the

rules and regulations promulgated thereto.

2.20 “Fair Market Value” or “FMV” means, as applied to a specific date, the price of a Share that is based on the opening, closing,

actual, high, low or average selling prices of a Share reported on any established stock exchange or national market system including without

limitation the New York Stock Exchange and the National Market System of the National Association of Securities Dealers, Inc. Automated

Quotation System on the applicable date, the preceding trading day, the next succeeding trading day, or an average of trading days, as determined

by the Committee in its discretion. Unless the Committee determines otherwise or unless otherwise specified in an Award Agreement, Fair Market

Value shall be deemed to be equal to the closing price of a Share on the most recent date on which Shares were publicly traded.

2.21 “Good Reason” means the occurrence, during the two year period commencing on the date of a Change in Control, of any of the

following without a Participant’s written consent, in each case, when compared to the arrangements in effect immediately prior to the Change in

Control:

(a) a material reduction in the Participant’s total compensation;

(b) a material diminution in the Participant’s duties, responsibilities or authority; or

(c) a relocation of more than 50 miles from the Participant’s principal office location.

2.22 “Grant Date” means the date an Award is granted to a Participant pursuant to the Plan.

2.23 “Grant Price” means the price established at the time of grant of an SAR pursuant to Article 8.

2.24 “Incentive Stock Option” or “ISO” means an Option granted pursuant to Article 7 that is designated as an Incentive Stock Option

and that is intended to meet the requirements of Code Section 422 or any successor provision.

2.25 “Non-employee Director” means a Director who is not an Employee.

2.26 “Nonqualified Stock Option” means an Award granted pursuant to Article 7 that is not intended to meet the requirements of Code

Section 422, or that otherwise does not meet such requirements.

2.27 “Option” means an Award granted pursuant to Article 7, which Award may be an Incentive Stock Option or a Nonqualified

Stock Option.

2.28 “Option Price” means the price at which a Share may be purchased by a Participant pursuant to an Option.

2.29 “Other Stock-Based Award” means an equity-based or equity-related Award not otherwise described by the terms of this Plan that

is granted pursuant to Article 12.

2.30 “Participant” means any eligible individual as set forth in Article 5 to whom an Award is granted.

2.31 “Performance-Based Compensation” means compensation under an Award that is intended to satisfy the requirements of Code

Section 162(m) for certain compensation paid to Covered Employees.

2.32 “Performance Measures” means measures, as described in Article 15, upon which performance goals are based and that are

approved by the Company’s shareholders pursuant to this Plan in order to qualify Awards as Performance-Based Compensation.

2.33 “Performance Period” means the period of time during which pre-established performance goals must be met in order to determine

the degree of payout and/or vesting with respect to an Award.

2.34 “Performance Stock Unit” means an Award granted pursuant to Article 11.

2.35 “Period of Restriction” means the period when Restricted Stock or Restricted Stock Units are subject to a substantial risk of

forfeiture (based on the passage of time, the achievement of performance goals or upon the occurrence of other events as determined by the

Committee, in its discretion) as provided in Articles 9 and 10.

2.36 “Person” shall have the meaning ascribed to such term in Section 3(a) (9) of the Exchange Act and used in Sections 13(d) and 14(d)

thereof, including a “group” as defined in Section 13(d) thereof.

2.37 “Plan” means The Procter & Gamble Company 2014 Stock and Incentive Plan, as the same may be amended from time to time.

2.38 “Prior Plans” means The Procter & Gamble 2009 Stock and Incentive Plan, The Procter & Gamble 2001 Stock and Incentive Plan,

The Procter & Gamble 1992 Stock Plan, The Procter & Gamble 1992 Stock Plan (Belgian Version), The Procter & Gamble Future Shares Plan, The

Gillette Company 2004 Long-Term Incentive Plan, The Gillette Company 1971 Stock Option Plan, The 2003 Non-Employee Director Plan, and The

2013 Non-Employee Director Plan.

2.39 “Restricted Stock” means an Award granted pursuant to Article 9.

2.40 “Restricted Stock Unit” or “RSU” means an Award granted pursuant to Article 10.

2.41 “Retirement” means retirement in accordance with the provisions of any applicable retirement plan of the Company or any of its

Subsidiaries as determined in the sole discretion of the Committee or its delegate.

2.42 “Share” means a share of common stock of the Company.

2.43 “Stock Appreciation Right” or “SAR” means an Award granted pursuant to Article 8.

2.44 “Subsidiary” means any corporation or other entity, whether domestic or foreign, in which the Company has or obtains, directly or

indirectly, an interest of more than 50% by reason of stock ownership or otherwise. In addition, the Board may designate for participation in the

Plan as a “Subsidiary” those additional companies affiliated with the Company in which the Company’s direct or indirect interest is less than 50%,

provided, however, that such designation shall not be permitted for the granting of Incentive Stock Options and such designation shall not include

a company with respect to which the Company is not an “eligible issuer of service recipient stock” within the meaning of the regulations under

Code Section 409A.

2.45 “Termination of Employment” means the termination of the Participant’s employment with the Company and the Subsidiaries,

regardless of the reason for the termination of employment. With respect to any Award that is subject to Code Section 409A, Termination of

Employment shall mean a Separation from Service as defined in Code Section 409A.

2.46 “Termination of Directorship” means the time when a Non-employee Director ceases to be a Non-employee Director for any

reason, including, but not by way of limitation, a termination by resignation, failure to be elected, death or retirement. With respect to any Award

that is subject to Code Section 409A, Termination of Directorship shall mean a Separation from Service as defined in Code Section 409A.

Article 3. Administration

3.1 General. The Committee shall be responsible for administering this Plan, subject to this Article 3 and the other provisions of this

Plan. The Committee may employ attorneys, consultants, accountants, agents and other individuals, any of whom may be an Employee, and the

Committee, the Company, and its officers and Directors shall be entitled to rely upon the advice, opinions or valuations of any such individuals.

The Committee may also establish regulations, provisions, and procedures within the terms of the Plan, as in its opinion, may be advisable for the

administration and operation of the Plan. All actions taken and all interpretations and determinations made by the Committee shall be final and

binding upon the Participants, the Company or Subsidiary, and all other interested individuals.

3.2 Authority of the Committee. Subject to any express limitations set forth in the Plan, the Committee shall have full and exclusive

discretionary power and authority to take such actions as it deems necessary and advisable with respect to the administration of the Plan including,

but not limited to, the following:

(a) To determine from time to time which of the persons eligible under the Plan shall be granted Awards, when and how each

Award shall be granted, what type or combination of types of Awards shall be granted, the provisions of each Award granted

(which need not be identical), including the time or times when a person shall be permitted to receive Shares pursuant to an

Award and the number of Shares subject to an Award;

(b) To construe and interpret the Plan and Awards granted under it, and to establish, amend, and revoke rules and regulations

for its administration. The Committee, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan

or in an Award Agreement, in a manner and to the extent it shall deem necessary or expedient to make the Plan fully effective;

(c) To approve forms of Award Agreements for use under the Plan;

(d) To determine Fair Market Value of a Share in accordance with Section 2.20 of the Plan;

(e) To amend the Plan or any Award Agreement as provided in the Plan;

(f) To adopt sub-plans and/or special provisions applicable to Awards regulated by the laws of a jurisdiction other than the

United States. Such sub-plans and/or special provisions may take precedence over other provisions of the Plan, but unless

otherwise superseded by the terms of such sub-plans and/or special provisions, the provisions of the Plan shall govern;

(g) To authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Award

previously granted by the Board;

(h) To determine whether Awards will be settled in Shares, cash or in any combination thereof;

(i) To determine whether Awards will provide for Dividend Equivalents;

(j) To establish a program whereby Participants designated by the Committee may reduce compensation otherwise payable in

cash in exchange for Awards under the Plan;

(k) To impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any sales

by a Participant or other subsequent transfers by a Participant of any Shares, including, without limitation, restrictions under an

insider trading policy and restrictions as to the use of a specified brokerage firm for such resales or other transfers;

(l) To authorize the Company to charge a reasonable administrative fee for the exercise of any Option; and,

(m) To waive the requirements of Article 6 at the time an Award is granted.

3.3 Delegation. To the extent permitted by law, the Committee may delegate to the Secretary of the Company or other employees of the

Company the duties or powers it may deem advisable to assist the Committee in the administration and operation of the Plan and may grant

authority to such persons to execute documents on behalf of the Committee. To the extent permitted by applicable law, the Committee may, by

resolution, authorize one or more officers of the Company to do one or both of the following on the same basis as can the Committee: (a) designate

Employees to be recipients of Awards; and (b) determine the size of any such Awards; provided, however, (i) the Committee shall not delegate such

responsibilities to any such officer for Awards granted to an Employee who is considered a Covered Employee or an officer (as defined in Rule 16a-

1(f)); (ii) the resolution providing such authorization sets forth the total number of Awards such officer(s) may grant; and (iii) the officer(s) shall

report periodically to the Committee regarding the nature and scope of the Awards granted pursuant to the authority delegated.

Article 4. Shares Subject to This Plan and Maximum Awards

4.1 Number of Shares Authorized and Available for Awards. Subject to adjustment as provided under the Plan, the total number of

Shares that are available for Awards under this Plan shall be 160,000,000 Shares plus any Shares that are available for Awards under Prior Plans as

of the Effective Date. No further Awards may be granted under the Prior Plans as of the Effective Date.

4.2 Share Usage. The Committee shall determine the appropriate method for determining the number of Shares available for grant under

the Plan, subject to the following:

(a) all Options and Stock Appreciation Rights shall be counted against Shares available on a one for one basis;

(b) all full value Awards to be settled in Shares shall be counted as 5 Shares for each Share awarded;

(c) except as provided in clause (d), any Shares that are related to an Award granted under this Plan or Prior Plans that

terminates by expiration, forfeiture, cancellation or otherwise without the issuance of the Shares, are settled in cash in lieu of

Shares, or is exchanged with the Committee’s permission, prior to the issuance of Shares, for an Award not involving Shares shall

be available again for grant under this Plan; and

(d) any Award Shares tendered, exchanged or withheld to cover Option exercise costs, any Award Shares withheld to

cover taxes, and all Shares underlying an Award of Stock Appreciation Rights once such Stock Appreciation Rights are exercised,

shall be taken into account as Shares issued under this Plan.

4.3 Shares Subject to Use Under the Plan. The source of the Shares to be delivered by the Company upon exercise or payment of any

Award shall be determined by the Committee and may consist, in whole or in part, of authorized but unissued Shares,

treasury Shares, or Shares acquired in the open market. In the case of redemption of SARs by one of the Company’s Subsidiaries, such Shares shall

be Shares acquired by that Subsidiary.

4.4 Annual Award Limits. Awards under the Plan shall be subject to the following Annual Award Limits, subject to any adjustment

under Section 4.5. The maximum number of Shares with respect to which Options or other Awards may be granted to any Non-employee Director in

any calendar year shall not exceed 10,000. The maximum number of Shares with respect to which Options or SARs may be granted to any Employee

who is a Participant in any calendar year shall be 2,000,000 Shares. For any Awards other than Options or SARs that are Performance-Based

Compensation and that are denominated in Shares, the maximum aggregate number of Shares that may be delivered pursuant to such Awards

granted in any calendar year shall be 400,000 Shares for any Employee who is a Participant. For any Awards that are Performance-Based

Compensation and that are denominated in cash, the maximum aggregate amount of cash that may be paid with respect to all such Awards granted

in any calendar year shall be $20,000,000 for any Employee who is a Participant.

4.5 Adjustments in Authorized Shares. Adjustments in authorized Shares available for issuance under the Plan or under an outstanding

Award and adjustments in Annual Award Limits shall be subject to the following provisions:

(a) In the event of any corporate event or transaction such as a merger, consolidation, reorganization, recapitalization,

separation, partial or complete liquidation, stock dividend, stock split, reverse stock split, split up, spin-off, distribution of stock

or property of the Company, combination of Shares, exchange of Shares, dividend in kind, extraordinary cash dividend or any

other similar corporate event or transaction (“Corporate Transactions”), the Committee, in order to prevent dilution or

enlargement of Participants’ rights under this Plan, shall substitute or adjust, as applicable, (i) the number and kind of Shares that

may be issued under this Plan or under particular forms of Awards, (ii) the number and kind of Shares subject to outstanding

Awards, (iii) the Option Price or Grant Price applicable to outstanding Awards, and (iv) the Annual Award Limits and other value

determinations applicable to outstanding Awards. The Committee, in its discretion, shall determine the methodology or manner of

making such substitution or adjustment.

(b) In addition to the adjustments permitted under paragraph (a) above, the Committee, in its sole discretion, may make such

other adjustments or modifications in the terms of any Awards that it deems appropriate to reflect any Corporate Transaction,

including, but not limited to, modifications of performance goals and changes in the length of Performance Periods, subject to the

limitations set forth in Section 15.4, provided that no such adjustment or modification shall have the effect of materially and

adversely reducing Participant’s rights and opportunities with respect to outstanding Awards.

(c) The determination of the Committee as to the foregoing adjustments, if any, shall be conclusive and binding on Participants

under this Plan.

Article 5. Eligibility and Participation

5.1 Eligibility to Receive Awards. Individuals eligible to participate in this Plan include all Employees and Non-employee Directors.

5.2 Participation in the Plan. Subject to the provisions of this Plan, the Committee may, from time to time, select from all individuals

eligible to participate in the Plan:

(b) those Employees who, in the opinion of the Committee have demonstrated a capacity for contributing in a substantial

manner to the success of the Company and its Subsidiaries,

to whom Awards shall be granted and shall determine, in its sole discretion, the nature of any and all terms permissible by law and the amount of

each Award.

Article 6. Restrictions and Covenants

6.1 Participant Obligations. In addition to such other conditions as may be established by the Committee, in consideration of the

granting of an Award under the terms of the Plan, each Employee who is a Participant agrees as follows:

(a) The right to exercise any Option or Stock Appreciation Right shall be conditional upon certification by the Participant at time

of exercise whether the Participant either intends to remain in the employ of the Company or one of its Subsidiaries for at least one

(1) year following the date of exercise of the Option or SAR or intends to leave the Company or one of its Subsidiaries within one

(1) year following the date of exercise of the Option or SAR, but has no intention to engage in any activity that would violate the

non-compete provisions of Article 6.

(b) In order to better protect the goodwill of the Company and its affiliates and Subsidiaries and to prevent the disclosure of the

Company’s or its affiliates’ or Subsidiaries’ confidential and proprietary trade secret information and thereby help ensure the

long-term success of the business, the Participant, without prior written consent of the Chief Human Resources Officer of and

Chief Legal Officer of the Company, will not engage in any activity or provide any services, whether as a director, manager,

supervisor, employee, adviser, consultant or otherwise, for a period of three (3) years following the date of the Participant’s

Termination of Employment, in connection with the manufacture, development, advertising, promotion, or sale of any product

which is the same as or similar to or competitive with any products of the Company or its affiliates or Subsidiaries (including both

existing products as well as products known to the Participant, as a consequence of the Participant’s employment with the

Company or one of its affiliates or Subsidiaries, to be in development):

(i) with respect to which the Participant’s work has been directly concerned at any time during the two (2) years

preceding Termination of Employment, or

(ii) with respect to which the Participant, as a consequence of the Participant’s job performance and duties, acquired

knowledge of confidential and proprietary trade secret information of the Company or its affiliates or Subsidiaries.

(a) Non-employee Directors, and

For purposes of this Section 6.1(b), it shall be conclusively presumed that Participants have knowledge of information they were

directly exposed to through actual receipt or review of memos or documents containing such information, or through actual

attendance at meetings at which such information was discussed or disclosed.

(c) To better protect the Company’s investment in its employees and to ensure the long-term success of the business, the

Participant, without prior written consent of the Company, will not attempt directly or indirectly to induce any employee of the

Company or its affiliates or Subsidiaries to be employed or perform services elsewhere or attempt directly or indirectly to solicit

the trade or business of any customer or partner of the Company or its affiliates or Subsidiaries.

(d) Because a main purpose of the Plan is to strengthen the alignment of interests between employees of the Company

(including all affiliates and Subsidiaries) and its shareholders to ensure the continued success of the Company, the Participant

will not take any action that is significantly contrary to the best interests of the Company or its affiliates or Subsidiaries. For

purposes of this Section 6.1(d), an action taken “significantly contrary to the best interests of the Company or its affiliates or

Subsidiaries” includes without limitation any action taken or threatened by the Participant that the Committee determines has, or

is reasonably likely to have, a significant adverse impact on the reputation, goodwill, stability, operation, personnel retention and

management, or business of the Company or any affiliate or Subsidiary.

(e) The provisions of this Article 6 are not in lieu of, but are in addition to, the continuing obligation of the Participant (which

the Participant acknowledges by accepting any Award under the Plan) to not use or disclose the Company's or its affiliates’ or

Subsidiaries' confidential and proprietary trade secret information known to the Participant until any particular confidential and

proprietary trade secret information becomes generally known (through no fault of the Participant), whereupon the restriction on

use and disclosure shall cease as to that item. Information regarding products in development, in test marketing or being marketed

or promoted in a discrete geographic region, which information the Company or one of its affiliates or Subsidiaries is considering

for broader use, shall not be deemed generally known until such broader use is actually commercially implemented. As used in

this Article 6, "generally known" means known throughout the domestic U. S. industry or, in the case of Participants who have

job responsibilities outside of the United States, the appropriate foreign country or countries' industry.

(f) By acceptance of any Award granted under the terms of the Plan, the Participant acknowledges that if the Participant were,

without authority, to use or disclose the Company’s or any of its affiliates’ or Subsidiaries’ confidential and proprietary trade

secret information or threaten to do so or violate or threaten to violate any other covenant of this Article 6, the Company or one

of its affiliates or Subsidiaries would be entitled to injunctive and other appropriate relief to prevent the Participant from doing so.

The Participant acknowledges that the harm caused to the Company by the breach or anticipated breach of this Article 6 is by its

nature irreparable because, among other things, it is not readily susceptible of proof as to the monetary harm that would ensue.

The Participant consents that any interim or final equitable relief entered by a court of competent jurisdiction shall, at the request

of the Company or one of its affiliates or Subsidiaries, be entered on consent and enforced by any court having jurisdiction over

the Participant,

without prejudice to any rights either party may have to appeal from the proceedings which resulted in any grant of such relief.

(g) If any of the provisions contained in this Article 6 shall for any reason, whether by application of existing law or law which

may develop after the Participant’s acceptance of an Award under the Plan be determined by a court of competent jurisdiction to

be overly broad as to scope of activity, duration, or territory, the Participant agrees to join the Company or any of its affiliates or

Subsidiaries in requesting such court to construe such provision by limiting or reducing it so as to be enforceable to the extent

compatible with then applicable law. If any one or more of the terms, provisions, covenants, or restrictions of this Article 6 shall

be determined by a court of competent jurisdiction to be invalid, void or unenforceable, then the remainder of the terms,

provisions, covenants, and restrictions of this Article 6 shall remain in full force and effect and shall in no way be affected,

impaired, or invalidated.

6.2 Remedies. The Committee may cancel, rescind, suspend, withhold or otherwise limit or restrict any unexpired, unpaid or deferred

Awards at any time if the Participant is not in compliance with all terms and conditions set

forth in the Plan, including this Article 6. By acceptance of any Award granted under the terms of the Plan, the Participant acknowledges that the

remedies outlined in this Section 6.2 and in Section 6.3 below are in addition to any remedy the Company or any affiliate or Subsidiary may have at

law or in equity, including without limitation injunctive and other appropriate relief.

6.3 Repayment Obligations. Upon exercise, payment or delivery of an Award, the Participant shall certify in a manner acceptable to the

Company that he or she has complied with the terms and conditions of the Plan. In the event a Participant fails to comply with any provision in this

Article 6 at any time before or after exercise, payment or delivery of an Award, the Participant shall repay to the Company the net proceeds of any

exercises, payments or deliveries of Awards which occur at any time after the earlier of the following two dates: (a) the date three years immediately

preceding any such violation; or (b) the date 6 months prior to the Participant’s Termination of Employment. The Participant shall repay to the

Company the net proceeds in such manner and on such terms and conditions as may be required by the Company, and the Company shall be

entitled to set-off against the amount of any such net proceeds any amount owed to the Participant by the Company, to the extent that such set-off

is not inconsistent with Code Section 409A. For purposes of this paragraph, “net proceeds” shall mean (1) for each Option or SAR exercise, the

difference between the Option Price and the greater of (i) the price of Shares on the date of exercise or (ii) the amount realized upon the disposition

of the underlying Shares, less any applicable taxes withheld by the Company; (2) for RSUs or Performance Stock Units, the greater of (i) the number

of net Shares delivered to the Participant multiplied by the closing price of Shares on the date of delivery or (ii) the amount realized upon the

disposition of the number of net Shares delivered, in either case less any applicable taxes withheld by the Company; (3) for Restricted Stock, the

greater of (i) the number of net Shares retained by, or delivered to, the Participant after any restrictions lapse multiplied by the closing price of

Shares on the date the restrictions lapse or (ii) the amount realized upon the disposition of the number of net Shares delivered, in either case less

any applicable taxes withheld by the Company; and (4) for all other Awards, the value of Shares or cash delivered to the Participant less any

applicable taxes withheld by the Company.

6.4 Suspension of Exercise. The Company reserves the right from time to time to suspend the exercise of any Award, where such

suspension is deemed by the Company as necessary or appropriate for corporate purposes. No such suspension shall extend

the life of the Option or Stock Appreciation Right beyond its expiration date, and in no event will there be a suspension in the five (5) calendar days

immediately preceding the expiration date.

Article 7. Stock Options

7.1 Grant of Options. Options may be granted to Participants in such number, and upon such terms, and at any time and from time to time

as shall be determined by the Committee, in its sole discretion. Each grant of an Option shall be evidenced by an Award Agreement which shall

specify whether the Option is in the form of a Nonqualified Stock Option or an Incentive Stock Option.

7.2 Option Price. The Option Price for each grant of an Option shall be determined by the Committee in its sole discretion and shall be

specified in the Award Agreement evidencing such Option; provided, however, the Option Price must be at least equal to 100% of the FMV of a

Share as of the Option’s Grant Date, subject to adjustment as provided for under Section 4.5.

7.3 Term of Option. The term of an Option granted to a Participant shall be determined by the Committee, in its sole discretion; provided,

however, no Option shall be exercisable later than the tenth anniversary of the Grant Date.

7.4 Exercise of Option. An Option shall be exercisable at such times and be subject to such restrictions and conditions as the Committee

shall in each instance approve, which terms and restrictions need not be the same for each grant or for each Participant, except that no Option shall

be exercisable within one (1) year from its Grant Date, except in the case of the death of the Participant.

7.5 Notice of Exercise. An Option shall be exercised by the delivery of a notice of exercise to the Company or an agent designated by the

Company in a form specified or accepted by the Committee, or by complying with any alternative procedures that may be authorized by the

Committee, setting forth the number of Shares with respect to which the Option is to be exercised.

7.6 Payment of Option Price. A condition of the issuance of the Shares as to which an Option shall be exercised shall be the payment of

the Option Price. The Option Price of any exercised Option shall be payable to the Company in accordance with one of the following methods:

(a) In cash or its equivalent;

(b) By a cashless (broker-assisted) exercise;

(c) By any combination of (a) and (b); or

(d) Any other method approved or accepted by the Committee in its sole discretion.

Unless otherwise determined by the Committee, all payments under all of the methods indicated above shall be paid in United States

dollars or Shares, as applicable.

7.7 Special Rules Regarding ISOs. Notwithstanding any provision of the Plan to the contrary, an Option granted in the form of an ISO

to a Participant shall be subject to the following rules. An ISO may be granted solely to eligible Employees of the Company, a parent corporation, or

a subsidiary, as defined in Code Section 422. An Award Agreement evidencing the grant of an ISO shall specify that such grant is intended to be an

ISO. The Option Price for each grant of an ISO must be at least equal 100% of the Fair Market Value of a Share as of the ISO’s Grant Date (in the

case of 10% owners, within the meaning of Code Section 422, the Option Price may not be not less than 110% of such Fair Market Value), subject to

adjustment provided for under Section 4.5. Any ISO granted

to a Participant shall be exercisable during his or her lifetime solely by such Participant. The period during which a Participant may exercise an ISO

shall not exceed ten years (five years in the case of a Participant who is a 10% owner within the meaning of Code Section 422) from its Grant Date.

To the extent that the aggregate Fair Market Value of (a) the Shares with respect to which Options designated as ISOs plus (b) the shares of stock

of the Company, parent corporation and subsidiary with respect to which other ISOs are exercisable for the first time by a holder of such ISOs

during any calendar year under all plans of the Company, any parent corporation, and any subsidiary exceeds $100,000, such Options shall be

treated as Nonqualified Stock Options. For purposes of the preceding sentence, (a) Options shall be taken into account in the order in which they

were granted, and (b) the Fair Market Value of the Shares shall be determined as of the time the Option or other ISO is granted. No more than

100,000,000 Shares shall be available under this Plan for delivery with respect to ISOs. No ISO may be granted more than ten years after the earlier of

(a) adoption of this Plan by the Board and (b) the Effective Date. No ISO may be sold, transferred, pledged, assigned or otherwise alienated or

hypothecated, other than by will or by the laws of descent and distribution; provided, however, that at the discretion of the Committee, an ISO may

be transferred to a grantor trust under which the Participant making the transfer is the sole beneficiary.

Article 8. Stock Appreciation Rights

8.1 Grant of SARs. SARs may be granted to Participants in such number, and upon such terms, and at any time and from time to time as

shall be determined by the Committee, in its sole discretion. Each grant of SARs shall be evidenced by an Award Agreement.

8.2 Grant Price. The Grant Price for each grant of an SAR shall be determined by the Committee and shall be specified in the Award

Agreement evidencing the SAR; provided, however, the Grant Price must be at least equal to 100% of the FMV of a Share as of the Grant Date,

subject to adjustment as provided for under Section 4.5.

8.3 Term of SAR. The term of an SAR granted to a Participant shall be determined by the Committee, in its sole discretion; provided,

however, no SAR shall be exercisable later than the tenth anniversary of the Grant Date.

8.4 Exercise of SAR. An SAR shall be exercisable at such times and be subject to such restrictions and conditions as the Committee

shall in each instance approve, which terms and restrictions need not be the same for each grant or for each Participant, except that no SAR shall be

exercisable within one (1) year from its Grant Date, except in the case of the death of the Participant.

8.5 Notice of Exercise. An SAR shall be exercised by the delivery of a notice of exercise to the Company or an agent designated by the

Company in a form specified or accepted by the Committee, or by complying with any alternative procedures that may be authorized by the

Committee, setting forth the number of Shares with respect to which the SAR is to be exercised.

8.6 Settlement of SARs. Upon the exercise of an SAR, pursuant to a notice of exercise properly completed and submitted to the

Company in accordance with Section 8.5, a Participant shall be entitled to receive payment from the Company in an amount equal to the product of

(a) and (b) below:

(a) The excess of the Fair Market Value of a Share on the date of exercise over the Grant Price.

(b) The number of Shares with respect to which the SAR is exercised.

Payment shall be made in cash, Shares or a combination thereof as provided for under the applicable Award Agreement. In the case of the

redemption of SARs by a Subsidiary of the Company not located in the United States, the redemption differential shall be calculated in United

States dollars and converted to the appropriate local currency on the exercise date.

Article 9. Restricted Stock

9.1 Grant of Restricted Stock. Restricted Stock may be granted to Participants in such number, and upon such terms, and at any time

and from time to time as shall be determined by the Committee, in its sole discretion. Each grant of Restricted Stock shall be evidenced by an Award

Agreement.

9.2 Nature of Restrictions. Each grant of Restricted Stock shall subject to a Period of Restriction that shall lapse upon the satisfaction of

such conditions and restrictions as are determined by the Committee in its sole discretion and set forth in an applicable Award Agreement. Such

conditions or restrictions may include, without limitation, one or more of the following:

(a) Restrictions based upon the achievement of specific performance goals; and/or

(b) Time-based restrictions.

9.3 Voting and Dividend Rights. Unless otherwise determined by the Committee and set forth in a Participant’s applicable Award

Agreement, to the extent permitted or required by law, as determined by the Committee, a Participant holding Shares of Restricted Stock granted

hereunder shall be granted the right to exercise full voting rights with respect to those Shares and the right to receive dividends declared on those

Shares during the Period of Restriction provided, however, that in the case of an Award as to which vesting depends upon the satisfaction of one

or more performance conditions, such dividends shall be subject to the same performance conditions as the underlying Award.

Article 10. Restricted Stock Units

10.1 Grant of Restricted Stock Units. Restricted Stock Units may be granted to Participants in such number, and upon such terms, and

at any time and from time to time as shall be determined by the Committee, in its sole discretion. A grant of a Restricted Stock Unit or Restricted

Stock Units shall not represent the grant of Shares but shall represent a promise to deliver a corresponding number of Shares or the value of each

Share based upon the completion of service, performance conditions, or such other terms and conditions as specified in the applicable Award

Agreement over the Period of Restriction. Each grant of Restricted Stock Units shall be evidenced by an Award Agreement.

10.2 Nature of Restrictions . Each grant of Restricted Stock Units shall be subject to a Period of Restriction that shall lapse upon the

satisfaction of such conditions and restrictions as are determined by the Committee in its sole discretion and set forth in an applicable Award

Agreement. Such conditions or restrictions may include, without limitation, one or more of the following:

(a) Restrictions based upon the achievement of specific performance goals; and/or

(b) Time-based restrictions.

10.3 Voting and Dividend Rights. A Participant shall have no voting or dividend rights with respect to any Restricted Stock Units

granted hereunder or the Shares corresponding to any Restricted Stock Units granted hereunder prior to such Shares being delivered to the

Participant. A Participant may have a right to Dividend Equivalents based upon the terms of the Award pursuant to Article 13.

10.4 Settlement and Payment of Restricted Stock Units. Unless otherwise determined by the Committee, Restricted Stock Units shall be

paid in the form of Shares upon the date specified in the Award Agreement.

Article 11. Performance Stock Units

11.1 Grant of Performance Stock Units. Performance Stock Units may be granted to Participants in such number, and upon such terms

and at any time and from time to time as shall be determined by the Committee, in its sole discretion. A grant of Performance Stock Units shall not

represent the grant of Shares but shall represent a promise to deliver Shares or cash based on the satisfaction of performance and, if applicable,

service conditions. Each grant of Performance Stock Units shall be evidenced by an Award Agreement.

11.2 Earning of Performance Stock Units. After the applicable Performance Period has ended, the number of Performance Stock Units

earned by the Participant over the Performance Period shall be determined as a function of the extent to which the applicable corresponding

performance goals have been achieved. This determination shall be made solely by the Committee.

11.3 Voting and Dividend Rights. A Participant shall have no voting or dividend rights with respect to any Performance Stock Units

granted hereunder or the Shares corresponding to any Performance Stock Units granted hereunder prior to such Shares being delivered to the

Participant. A Participant may have a right to Dividend Equivalents based upon the terms of the Award pursuant to Article 13.

11.4 Settlement and Payment of Performance Stock Units. The Committee shall pay at or as soon as applicable following the close of

the applicable Performance Period or at such other time as specified in the Award Agreement, any earned Performance Stock Units in the form of

Shares, unless otherwise determined by the Committee. Any Shares paid to a Participant under this Section 11.4 may be subject to any restrictions

deemed appropriate by the Committee.

Article 12. Other Stock-Based Awards and Cash-Based Awards

12.1 Grant of Other Stock-Based Awards and Cash-Based Awards.

(a) The Committee may grant Other Stock-Based Awards not otherwise described by the terms of this Plan to a Participant in

such amounts and subject to such terms and conditions, as the Committee shall determine, in its sole discretion. Such Awards

may involve the transfer of actual Shares to Participants, or payment in cash or otherwise of amounts based on the value of

Shares.

(b) The Committee may grant Cash-Based Awards not otherwise described by the terms of this Plan to a Participant in such

amounts and subject to such terms and conditions, as the Committee shall determine, in its sole discretion.

(c) Each grant of Other Stock-Based Awards and Cash-Based Awards shall be evidenced by an Award Agreement, except to the

extent determined by the Committee.

12.2 Value of Other Stock-Based Awards and Cash-Based Awards.

(a) Each Other Stock-Based Award shall be expressed in terms of Shares or units based on Shares, as determined by the

Committee, in its sole discretion.

(b) Each Cash-Based Award shall specify a payment amount or payment range as determined by the Committee, in its sole

discretion. If the Committee exercises its discretion to establish performance goals,

the value of Cash-Based Awards that shall be paid to the Participant will depend on the extent to which such performance goals

are met.

12.3 Payment of Other Stock-Based Awards and Cash-Based Awards. Payment, if any, with respect to Cash-Based Awards and Other

Stock-Based Award shall be made in accordance with the terms of the applicable Award Agreement, in cash, Shares or a combination of both as

determined by the Committee in its sole discretion.

Article 13. Dividend Equivalents

Except for Options and SARs, the Committee may grant Dividend Equivalents to a Participant based on the dividends declared on Shares

that are subject to any Award granted to the Participant, with such Dividend Equivalents credited to the Participant as of the applicable dividend

payment dates that occur during a period determined by the Committee; provided however, that in the case of an Award as to which vesting

depends upon the satisfaction of one or more performance conditions, such Dividend Equivalents shall be subject to the same performance

conditions as the underlying Award. Dividend Equivalents shall be converted to and paid in cash or additional Shares or Awards by such formula

and at such time and subject to such limitations as may be determined by the Committee.

Article 14. Transferability of Awards and Shares

14.1 Transferability of Awards. Except as provided in Section 14.2, during a Participant’s lifetime, Options and SARs shall be exercisable

only by the Participant personally, or, in the event of legal incompetence of the Participant, by the Participant’s duly appointed legal guardian.

Awards shall not be transferable other than by will or the laws of descent and distribution; and any purported transfer in violation of this Section

14.1 shall be null and void.

14.2 Committee Action. Except as provided in Section 7.7, the Committee may, in its discretion, determine that notwithstanding Section

14.1, any Awards shall be transferable, without compensation to the transferor, to and exercisable by such transferees, and subject to such terms

and conditions as the Committee may deem appropriate; provided, however, no Award may be transferred for value without shareholder approval.

14.3 Restrictions on Share Transferability. The Committee may impose such restrictions on any Shares acquired by a Participant under

the Plan as it may deem advisable, including, without limitation, minimum holding period requirements, restrictions

under applicable federal securities laws, under the requirements of any stock exchange or market upon which such Shares are then listed or traded

or under any blue sky or state securities laws applicable to such Shares.

14.4 Transferability after Death of a Participant. For the purpose of exercising Options or Stock Appreciation Rights after the death of

the Participant:

(a) the individuals to whom the Options or Stock Appreciation Rights have been transferred by will or the laws of

descent and distribution shall have the privilege of exercising remaining Options, Stock Appreciation Rights or parts thereof,

whether or not exercisable on the date of death of such Participant, at any time prior to the expiration date of the Options or Stock

Appreciation Rights; and

(b) the duly appointed executors and administrators of the estate of the deceased Participant shall have the same rights

and obligations with respect to the Options and Stock Appreciation Rights as legatees or distributees would have after

distribution to them from the Participant’s estate.

Article 15. Performance-Based Compensation and Compliance with Code Section 162(m)

15.1 Compliance with Section 162(m). All Options and SARs granted hereunder to any Participant who is or may be a Covered

Employee at the time of exercise of such Option or SAR are intended to qualify for exemption from the limitation on deductibility imposed by Code

Section 162(m) and this Plan shall be interpreted and operated consistent with that intention. The Committee may designate any Award (other than

an Option or SAR) as Performance-Based Compensation upon grant, in each case based upon a determination that (i) the Participant is or may be a

Covered Employee with respect to such Award, and (ii) the Committee wishes such Award to qualify for exemption from the limitation on

deductibility imposed by Code Section 162(m). The Committee shall have the sole authority to specify which Awards are to be granted in

compliance with Code Section 162(m) and treated as Performance-Based Compensation.

15.2 Performance Measures. Payment or vesting of an Award to a Covered Employee that is intended to qualify as Performance-Based

Compensation shall be based upon one or more of the following Performance Measures, as measured during the Performance Period:

(a) total shareholder return;

(b) operating total shareholder return;

(c) stock price;

(d) market share;

(e) sales revenue;

(f) organic sales growth;

(g) operating earnings (before tax or after tax);

(h) earnings per share;

(i) net earnings or net income;

(j) gross margin;

(k) operating margin;

Any Performance Measure(s) may, as the Committee, in its sole discretion, deems appropriate, (i) relate to the performance of the

Company, a Subsidiary, divisions, department, region, function or business unit of the Company in which the Participant is employed or any

combination thereof, (ii) be measured relative to the performance of other companies, a published index, an absolute amount, a pre-established

target, or any other point of comparison, or (iii) be based on any combination of the foregoing. Any Performance Measure(s) may be made subject

to pre-specified adjustments to remove the effects of restructurings, dispositions, changes in tax or accounting rules, or similar non-recurring or

extraordinary events to the extent consistent with the requirements of Code Section 162(m) for Performance-Based Compensation.

15.4 Adjustment of Performance-Based Compensation. Awards that are intended to qualify as Performance-Based Compensation may

not be adjusted upward. The Committee shall retain the discretion to adjust such Awards downward, either on a formula or discretionary basis or

any combination, as the Committee determines, in its sole discretion.

15.5 Interpretation of Performance-Based Compensation. In the event an Award is intended to be Performance-Based Compensation, all

terms of the Award and any accompanying Committee action shall be interpreted in a manner that results in the Award complying with Code

Section 162(m), and, to the extent a Plan term or Committee action is inconsistent with Code Section 162(m), the Plan term or Committee action shall

be deemed modified (or, if necessary, treated as void) in a manner that results in compliance with Code Section 162(m).

15.6 Committee Discretion. In the event that applicable tax or securities laws change to permit Committee discretion to alter the

governing Performance Measures or permit flexibility with respect to the terms of any Award or Awards to be treated as Performance-Based

Compensation without obtaining shareholder approval of such changes, the Committee shall have sole discretion to make such changes without

obtaining shareholder approval. In addition, in the event that the Committee determines that it is advisable to grant Awards that shall not qualify as

Performance-Based Compensation, the Committee may make such grants without satisfying the requirements of Code Section 162(m) and base

vesting on Performance Measures other than those set forth in Section 15.2.

Article 16. Termination of Employment or Termination of Directorship

16.1 Effect of Termination of Employment or Directorship Generally. Each Award Agreement evidencing the grant of an Award shall

provide for the following:

(a) The extent to which a Participant shall vest in or forfeit such Award following the Participant’s Termination of

Employment or Termination of Directorship, as applicable.

(b) With respect to an Award in the form of an Option or SAR, the extent to which a Participant shall have the right to

exercise the Option or SAR following the Participant’s Termination of Employment or Termination of Directorship, as applicable.

(l) costs;

(m) return on assets or capital;

(n) cash flow;

(o) cash flow efficiency; or

(p) acquisition integration metrics.

The foregoing provisions shall be determined in the sole discretion of the Committee, shall be included in each Award Agreement entered

into with each Participant, need not be uniform among all Award Agreements and may reflect distinctions based on the reasons for termination.

16.2 Effect of Termination of Employment for Cause. In addition to the forfeiture events specified in the Award Agreements as

authorized by Section 16.1 above, a Participant’s Termination of Employment or Directorship for Cause shall result in the forfeiture of the

Participant’s outstanding Awards in accordance with the following:

(a) Any outstanding and non-vested Options, SARs, Restricted Stock, RSUs, Performance Stock Units, Cash-Based

Awards and Other Stock-Based Awards granted to the Participant shall be forfeited as of the Participant’s Termination of

Employment or Directorship; and

(b) Any vested and unexercised Options and SARs, vested but not settled RSUs, earned but not settled Performance

Stock Units, and earned and/or vested Cash-Based Awards and Other Stock-Based Awards granted to the Participant shall be

forfeited as of the Participant’s Termination of Employment or Directorship.

Article 17. Effect of a Change in Control

Notwithstanding any other provision of this Plan to the contrary, the provisions of this Article 17 shall apply in the event of a Change in

Control:

17.1 Awards Assumed by Successor. Upon the occurrence of a Change in Control, any Award granted under the Plan that is Assumed

(as defined in Section 17.2 below) by the entity effecting the Change in Control shall vest and be exercisable, if applicable, in accordance with the

terms of the original grant unless, during the two (2) year period commencing on the date of the Change in Control:

(a) the Participant is involuntarily terminated for reasons other than for Cause; or,

(b) the Participant terminates his or her employment for Good Reason.

If clause (a) or (b) applies, the Award shall become fully vested and exercisable, if applicable, and any restrictions that apply to the Award

shall lapse, and any performance-based Award shall be deemed to be satisfied at the target level, except that, with respect to any Award subject to

Code Section 409A, payment shall be made on the date payment would have been made had the Termination of Employment not occurred. For

purposes of this Section 17.1, a Termination of Employment for Good Reason shall not be considered to be for Good Reason unless:

(a) the Participant has provided the Company with a written notice of his or her intent to terminate employment for Good Reason

within sixty (60) days of the Participant becoming aware of the circumstances giving rise to Good Reason; and

(b) the Participant allows the Company thirty (30) days to remedy such circumstances to the extent curable.

17.2 Assumed Awards Defined. For purposes of this Article 17, an Award shall be considered assumed (“Assumed”) if each of the

following conditions are met:

(a) Options and Stock Appreciation Rights are converted into a replacement Award in a manner that complies with Code

Section 409A;

(b) RSUs and Restricted Stock Awards are converted into a replacement Award covering a number of shares of the entity

effecting the Change in Control (or a successor or parent corporation), as determined in a manner substantially similar to the

treatment of an equal number of Shares covered by the Award; provided that to the extent that any portion of the consideration

received by holders of Shares in the Change in Control transaction is not in the form of the common stock of such entity (or a

successor or parent corporation), the number of shares covered by the replacement Award shall be based on the average of the

high and low selling prices of the common stock of such entity (or a successor or parent corporation) on the established stock

exchange on the trading day immediately preceding the date of the Change in Control;

(c) the replacement Award contains provisions for scheduled vesting and treatment on Termination of Employment (including

the definition of Cause and Good Reason) that are no less favorable to the Participant than the underlying Award being replaced,

and all other terms of the replacement Award (other than the security and number of shares represented by the replacement

Award) are substantially similar to the underlying Award; and

(d) the security represented by the replacement Award is of a class that is publicly held and widely traded on an established

stock exchange; and

(e) vesting does not depend upon the satisfaction of one or more performance conditions.

17.3 Awards not Assumed by Successor

(a) Upon the occurrence of a Change in Control, Awards under the Plan which are not Assumed by the person(s) or entity(s)

effecting the Change in Control shall become fully vested and exercisable on the date of the Change in Control, any restrictions

that apply to such Awards shall lapse, and any performance-based Award shall be deemed to be satisfied at the target level.

Payment with respect to such Awards shall be made as follows:

(i) For each Option and Stock Appreciation Right, the Participant shall receive a payment equal to the difference

between the consideration (consisting of cash or other property (including securities of a successor or parent

corporation)) received by holders of Shares in the Change in Control transaction and the exercise price of the applicable

Option or Stock Appreciation Right, if such difference is positive. Such payment shall be made in the same form as the

consideration received by holders of Shares. Any Options or Stock Appreciation Rights with an exercise price that is

higher than the per share consideration received by holders of Shares in connection with the Change in Control shall be

cancelled for no additional consideration.

(ii) For each Share of Restricted Stock, RSU, or Performance Stock Unit, the Participant shall receive the consideration

(consisting of cash or other property (including securities of a successor or parent corporation)) which such Participant

would have received in the Change in Control transaction had he or she

been, immediately prior to such transaction, a holder of the number of Shares equal to the number of Shares covered by

the Restricted Stock, RSUs, or Performance Stock Units (based on target level performance).

(b) The payments contemplated by clauses (a) (i) and (ii) of this Section 17.3 shall be made upon or as soon as practicable

following the Change in Control, provided, however, that with respect to any Award that is subject to Code Section 409A, if the

Change in Control is not also a “change in control event” within the meaning of Section 409A, the payment shall be made on the

date payment would have been made had the Change in Control not occurred.

Article 18. Rights of Participants

18.1 Employment. Nothing in this Plan or an Award Agreement shall (a) interfere with or limit in any way the right of the Company or any

Subsidiary to terminate any Participant’s employment with the Company or any Subsidiary at any time or for any reason not prohibited by law or (b)

confer upon any Participant any right to continue his employment or service as a Director for any specified period of time. Neither an Award nor

any benefits arising under this Plan shall constitute an employment contract with the Company or any Subsidiary and, accordingly, subject to

Articles 3 and 19, this Plan and the benefits hereunder may be amended or terminated at any time in the sole and exclusive discretion of the Board

without giving rise to any liability on the part of the Company, any Subsidiary, the Committee or the Board.

18.2 Participation. No individual shall have the right to be selected to receive an Award under this Plan, or, having been so selected, to

be selected to receive a future Award.

18.3 Rights as a Shareholder. Except as otherwise provided herein, a Participant shall have none of the rights of a shareholder with

respect to Shares covered by any Award until the Participant becomes the record holder of such Shares.

Article 19. Amendment and Termination

19.1 Amendment and Termination of the Plan and Awards.

(a) Subject to subparagraphs (b) and (c) of this Section 19.1 and Section 19.3 of the Plan, the Board or the Committee may at any

time amend or terminate the Plan or amend or terminate any outstanding Award.

(b) Except as provided for in Section 4.5, the terms of an outstanding Award may not be amended, without prior shareholder

approval, to:

(i) reduce the Option Price of an outstanding Option or to reduce the Grant Price of an outstanding SAR,

(ii) cancel an outstanding Option or SAR in exchange for other Options or SARs with an Option Price or Grant Price, as

applicable, that is less than the Option Price of the cancelled Option or the Grant Price of the cancelled SAR, as

applicable, or

(iii) cancel an outstanding Option with an Option Price that is less than the Fair Market Value of a Share on the date of

cancellation or cancel an outstanding SAR with a Grant Price that is less than the Fair Market Value of a Share on the

date of cancellation in exchange for cash or another Award.

(c) Notwithstanding the foregoing, no amendment of this Plan shall be made without shareholder approval if shareholder

approval is required pursuant to rules promulgated by any stock exchange or quotation system on which Shares are listed or

quoted or by applicable U.S. state corporate laws or regulations, applicable U.S. federal laws or regulations and the applicable

laws of any foreign country or jurisdiction where Awards are, or will be, granted under the Plan.

19.2 Adjustment of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events. Subject to Section 15.4, the Committee

may make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events

(including, without limitation, the events described in Section 4.5) affecting the Company or the financial statements of the Company or of changes

in applicable laws, regulations, or accounting principles, whenever the Committee determines that such adjustments are appropriate in order to

prevent unintended dilution or enlargement of the benefits or potential benefits intended to be made available under this Plan. The determination of

the Committee as to the foregoing adjustments, if any, shall be conclusive and binding on Participants under this Plan. By accepting an Award

under this Plan, a Participant agrees to any adjustment to the Award made pursuant to this Section 19.2 without further consideration or action.

19.3 Awards Previously Granted. Notwithstanding any other provision of this Plan to the contrary, other than Sections 19.2, 19.4 and

21.15, no termination or amendment of this Plan or an Award Agreement shall adversely affect in any material way any Award previously granted

under this Plan, without the written consent of the Participant holding such Award.

19.4 Amendment to Conform to Law. Notwithstanding any other provision of this Plan to the contrary, the Board or Committee may

amend the Plan or an Award Agreement, to take effect retroactively or otherwise, as deemed necessary or advisable for the purpose of conforming

the Plan or an Award Agreement to any law relating to plans of this or similar nature, and to the administrative regulations and rulings promulgated

thereunder. By accepting an Award under this Plan, a Participant agrees to any amendment made pursuant to this Section 19.4 to the Plan and any

Award without further consideration or action.

Article 20. Tax Withholding

20.1 Minimum Tax Withholding. The Company shall have the power and the right to deduct or withhold, or require a Participant to remit

to the Company, the minimum statutory amount to satisfy applicable federal, state and local tax withholding requirements, domestic or foreign, with

respect to any taxable event arising as a result of this Plan, but in no event shall such deduction or withholding or remittance exceed the minimum

statutory withholding requirements.

20.2 Share Withholding. With respect to withholding required upon the exercise of Options or SARs, upon the lapse of restrictions on

Restricted Stock, upon the settlement of Restricted Stock Units or Performance Stock Units, or any other taxable event arising as a result of an

Award granted hereunder (collectively and individually referred to as a “Share Payment”) the Committee may choose to satisfy the withholding

requirement, in whole or in part, by having the Company withhold from a Share Payment the number

of Shares having a Fair Market Value on the date the withholding is to be determined equal to the minimum statutory withholding requirement, but

in no event shall such withholding exceed the minimum statutory withholding requirement.

Article 21. General Provisions

21.1 Legend. The certificates for Shares may include any legend that the Committee deems appropriate to reflect any restrictions on

transfer of such Shares.

21.2 Gender and Number. Except where otherwise indicated by the context, any masculine term used herein also shall include the

feminine, the plural shall include the singular, and the singular shall include the plural.

21.3 Severability. In the event any provision of this Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not

affect the remaining parts of this Plan, and this Plan shall be construed and enforced as if the illegal or invalid provision had not been included.

21.4 Requirements of Law. The granting of Awards and the issuance of Shares under this Plan shall be subject to all applicable laws,

rules and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.

21.5 Delivery of Title. The Company shall have no obligation to issue or deliver evidence of title for Shares issued under this Plan prior

to:

(a) Obtaining any approvals from governmental agencies that the Company determines are necessary or advisable; and

(b) Completion of any registration or other qualification of the Shares under any applicable national or foreign law or ruling of

any governmental body that the Company determines to be necessary or advisable.

21.6 Inability to Obtain Authority. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which

authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of

any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite

authority shall not have been obtained.

21.7 Investment Representations. The Committee may require any individual receiving Shares pursuant to an Award under this Plan to

represent and warrant in writing that the individual is acquiring the Shares for investment and without any present intention to sell or distribute

such Shares.

21.8 Employees Based Outside of the United States. Notwithstanding any provision of this Plan to the contrary, in order to comply with

the laws in other countries in which the Company or any Subsidiaries operate or have Employees or Directors, the Committee, in its sole discretion,

shall have the power and authority to:

(a) Determine which Subsidiaries shall be covered by this Plan;

(b) Determine which Employees or Directors outside the United States are eligible to participate in this Plan;

(c) Modify the terms and conditions of any Award granted to Employees or Directors outside the United States to comply with

applicable foreign laws;

(d) Establish sub-plans and modify exercise procedures and other terms and procedures, to the extent such actions may be

necessary or advisable. Any sub-plans and modifications to Plan terms and procedures established under this Section 21.8 by the

Committee shall be attached to this Plan document as appendices; and

(e) Take any action, before or after an Award is made, that it deems advisable to obtain approval or comply with any necessary

local government regulatory exemptions or approvals.

Notwithstanding the above, the Committee may not take any actions hereunder, and no Awards shall be granted, that would violate applicable law.

21.9 Uncertificated Shares. To the extent that this Plan provides for issuance of certificates to reflect the transfer of Shares, the transfer

of such Shares may be effected on a non-certificated basis, to the extent not prohibited by applicable law or the rules of any stock exchange.

21.10 Unfunded Plan. Participants shall have no right, title or interest whatsoever in or to any investments that the Company or any

Subsidiaries may make to aid it in meeting its obligations under this Plan. Nothing contained in this Plan, and no action taken pursuant to its

provisions, shall create or be construed to create a trust of any kind, or a fiduciary relationship between the Company and any Participant,

beneficiary, legal representative or any other individual. To the extent that any individual acquires a right to receive payments from the Company or

any Subsidiary under this Plan, such right shall be no greater than the right of an unsecured general creditor of the Company or the Subsidiary, as

the case may be. All payments to be made hereunder shall be paid from the general funds of the Company, or the Subsidiary, as the case may be,

and no special or separate fund shall be established, and no segregation of assets shall be made to assure payment of such amounts except as

expressly set forth in this Plan.

21.11 No Fractional Shares. No fractional Shares shall be issued or delivered pursuant to this Plan or any Award. The Committee shall

determine whether cash, Awards or other property shall be issued or paid in lieu of fractional Shares or whether such fractional Shares or any rights

thereto shall be forfeited or otherwise eliminated.

21.12 Retirement and Welfare Plans. Neither Awards made under this Plan nor Shares or cash paid pursuant to such Awards may be

included as “compensation” for purposes of computing the benefits payable to any Participant under the Company’s or any Subsidiary’s retirement

plans (both qualified and nonqualified) or welfare benefit plans unless such other plan expressly provides that such compensation shall be taken

into account in computing a Participant’s benefit.

21.13 Deferred Compensation. It is intended that any Award under this Plan shall either be exempt from Code Section 409A or shall

comply, in form and operation, with Code Section 409A. If a Participant is a “specified employee” as defined under Code Section

409A and the Participant’s Award is to be settled on account of the Participant’s separation from service (for reasons other than death) and such

Award constitutes “deferred compensation” as defined under Code Section 409A, then any portion of the Participant’s Award that would otherwise

be settled during the six-month period commencing on the Participant’s separation from service shall be settled as soon as practicable following the

conclusion of the six-month period (or following the Participant’s death if it occurs during such six-month period). Any Awards that are subject to

Code Section 409A shall be interpreted in a manner that complies with Code Section 409A.

21.14 Nonexclusivity of this Plan. The adoption of this Plan shall not be construed as creating any limitations on the power of the Board

or Committee to adopt such other compensation arrangements as it may deem desirable for any Participant.

21.15 No Constraint on Corporate Action. Nothing in this Plan shall be construed to: (i) limit, impair, or otherwise affect the Company’s

or a Subsidiary’s right or power to make adjustments, reclassifications, reorganizations or changes of its capital or business structure, or to merge or

consolidate, or dissolve, liquidate, sell or transfer all or any part of its business or assets; or, (ii) limit the right or power of the Company or a

Subsidiary to take any action that such entity deems to be necessary or appropriate.

21.16 Governing Law. The Plan and each Award Agreement shall be governed by the laws of the state of Ohio excluding any conflicts or

choice of law rule or principle that might otherwise refer construction or interpretation of this Plan to the substantive law of another jurisdiction.

21.17 Delivery and Execution of Electronic Documents. To the extent permitted by applicable law, the Company may (i) deliver by email

or other electronic means (including posting on a website maintained by the Company or by a third party under contract with the Company) all

documents relating to the Plan or any Award thereunder (including without limitation, prospectuses required by the Commission) and all other

documents that the Company is required to deliver to its security holders (including without limitation, annual reports and proxy statements) and (ii)

permit Participant’s to electronically execute applicable Plan documents (including, but not limited to, Award Agreements) in a manner prescribed to

the Committee.

21.18 No Representations or Warranties Regarding Tax Effect. Notwithstanding any provision of the Plan to the contrary or any

action taken by the Company, Subsidiaries, or the Board with respect to any income tax, social insurance, payroll tax, or other tax, the acceptance of

an Award under the Plan represents the Participant’s acknowledgement that the ultimate liability for any such tax owed by the Participant is and

remains the Participant’s responsibility, and that the Company makes no representations or warranties about the tax treatment of any Award, and

does not commit to structure any aspect of the Award to reduce or eliminate a Participant’s tax liability, including without limitation, Code Sections

409A and 457A.

21.19 Successors. All obligations of the Company under this Plan with respect to Awards granted hereunder shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation,

(Back To Top)

EXHIBIT (10-2)

Regulations of the Compensation and Leadership Development

Section 4: EX-10.2 (REGULATIONS OF THE COMPENSATION COMMITTEE FOR THE 2014 STOCK PLAN)

Committee for

The 2014 Procter & Gamble

Stock and Incentive Compensation Plan

REGULATIONS

OF THE

COMPENSATION AND LEADERSHIP DEVELOPMENT COMMITTEE

FOR

THE PROCTER & GAMBLE 2014 STOCK AND INCENTIVE COMPENSATION PLAN

These regulations (the “Regulations”) are adopted pursuant to Article 3.1 of The Procter & Gamble 2014 Stock and

Incentive Compensation Plan (the “2014 Plan”).

I. AUTHORITY FOR REGULATIONS

II. ADMINISTRATION

1. Any capitalized terms used in these Regulations that are not otherwise defined herein are defined in the2014 Plan.

2. The Chief Executive Officer (“CEO”) is authorized to submit recommendations to the Committee for Awards, except for himself.

3. The Chief Human Resources Officer (“CHRO”) and the Chief Legal Officer and Secretary (“CLO”)are each individually authorized to execute Award Agreements consistent with the 2014 Plan, these Regulations, approved executive compensation programs (e.g., the Performance Stock Program), and/or Committee action through resolution.

4. The CHRO is authorized to specify an appropriate time and manner for acceptance of each Award. Any Award not accepted through the specified means within the period specified by the Committee or the CHRO at the time of the grant shall be considered to be canceled.

5. The CLO shall maintain the books and records of Awards granted by the Committee. and shall report at each meeting of the Committee at which Awards are to be considered the total number of shares available for award under the 2014 Plan. The Secretary shall inform the Treasurer and the Plan Administrator of Awards granted on a regular basis.

6. The Treasurer is authorized to delegate to an appropriate manager reporting to the Treasurer the authority to acquire, transfer and deliver shares for the purposes of the Plans.

7. In the absence of the CLO, an Assistant Secretary is hereby authorized to perform the duties and have the powers of the CLO outlined in these Regulations. In the absence of the Treasurer of the Company or of a subsidiary, an Assistant Treasurer of the appropriate Company is hereby authorized to perform the duties and have the powers of the Treasurer outlined in these Regulations.

8. The Company’s Stock Plan Administration group, shall be the Plan Administrator and is authorized to develop procedures necessary to administer Awards and to engage brokers or other consultants that may be advisable for the administration of the Plan.

III. SUSPENSION, TERMINATION, WITHHOLDING, AND REPAYMENT OF AWARDS

1. The CHRO and the CLO are each hereby individually authorized to temporarily withhold payment of an unpaid Award or suspend on a conditional or temporary basis the outstanding Awards of any Participant if the CHRO or CLO believes that such Participant has engaged in action that violates the terms and conditions governing the Award, including but not limited to any violation of Article 6 of the 2014 Plan. If the Participant is a Principal Officer of the Company, the Chief Executive Officer (“CEO”) must concur with the decision to conditionally or temporarily suspend Awards. The CLO or the Assistant Secretary may authorize a temporary payroll hold up to fourteen days to enable the Company to investigate whether the Participant has violated the terms and conditions governing an Award.

2. In order to permanently suspend, terminate, withhold payment, demand repayment of, or otherwise restrict or recoup an Award, within a reasonable time of any such conditional or temporary suspension, the CHRO and CLO must each concur that the Participant has engaged in action that violates the terms and conditions governing the Award. In a case involving a Principal Officer of the Company, the concurrence of the CEO is also required. If there is concurrence, the Awards shall be immediately terminated without any further action. If they do not concur, the suspension shall be lifted.

3. All alleged violations of the terms and conditions governing an Award held by the CHRO, CLO and CEO shall be reviewed by the Committee. If the Committee determines a violation has occurred, the Committee may terminate the individual’s outstanding Awards, withhold payment of an Award, or require repayment of an Award.

4. Actions that significantly contravene the Company’s “Statement of Purpose, Values and Principles” (“PVP”) will be considered to be actions “significantly contrary to the best interests of the Company” and a violation of Article 6.1(d) of the 2014 Plan. This standard also includes any action taken or threatened by the Participant that the Committee determines has, or is reasonably likely to have, a significant adverse impact on the reputation, goodwill, stability, operation, personnel retention and management, or business of the Company or any subsidiary.

IV. TERMS AND CONDITIONS OF AWARDS

1. Award Agreements will include the Grant Date, Vest Date, Expiration Date (for Stock Options and SARs), and Settlement Date (for RSUs) determined by the Committee.

2. Impact of Termination of Employment (other than Termination for Cause) is determined by the Committee and will be included in the Award Agreement. Except for the reasons listed in Section IV 3 through 5 of these Regulations, or unless otherwise approved by the Committee, if a Participant terminates employment for any reason before the Settlement Date (for RSUs) or the Expiration Date and prior to exercising the Award (for Stock Options and SARs), the Award will be forfeited immediately upon termination of employment.

3. Notwithstanding Section IV.2 of these Regulations, Awards become non-forfeitable upon death of a Participant.

4. Notwithstanding Section IV.2 of these Regulations, Awards granted under the STAR program in lieu of cash are non-forfeitable.

5. Notwithstanding Section IV.2 of these Regulations, Awards granted under the Key Manager program become non-forfeitable if the Participant terminates employment after the last business day of the fiscal year in which the Award was granted on account of Retirement, Disability or in conjunction with a written separation agreement that provides for retention of the Award.

V. EXERCISE OR SETTLEMENT OF AWARDS

1. Pursuant to Article 6.1 of the 2014 Plan, if upon the delivery of notice to exercise, the Participant refuses to certify intent to either remain in the employ of the Company or one of its Subsidiaries for at least one (1) year or otherwise comply with the non-compete provisions of Article 6, a Principal Officer or an employee of the Company or any of its Subsidiaries who has the title of Vice President shall be informed of the Participant’s refusal.

2. Notice of exercise of a Stock Option or SAR shall be given prior to the expiration of the Award and shall be given in the form and manner established by the Plan Administrator.

3. The Plan Administrator is authorized from time to time to suspend the exercise of any Stock Option or SAR, the delivery of any Shares or the settlement of any RSUs, where such suspension is deemed necessary or appropriate for corporate purposes. No such suspension shall extend the life of the Stock Option or SAR right beyond its expiration date, and in no event will there be a suspension in the five (5) calendar days immediately preceding the expiration date.

4. The Treasurer or CHRO with Treasurer concurrence, is hereby authorized to establish such terms and conditions regarding exercise or delivery of any Award as is required or advisable to accommodate for differences in local law, tax policy or custom, including but not limited to, requiring that Participants: (i) hold shares acquired upon exercise of any stock option for a specified period of time; (ii) hold shares acquired upon exercise of any stock option outside of the Participant’s jurisdiction of residence; or (iii) immediately repatriate proceeds from the sale of shares or dividends on shares to their local jurisdiction.

5. In the event that the New York Stock Exchange is closed for business on the day upon which shares of the Company's Common Stock are to be valued, the Plan Administrator shall value such shares on the immediately following business day of such Exchange on which day such stock is traded.

6. Awards may be surrendered for cancellation before exercise or settlement in the manner prescribed by the Plan Administrator. Acceptance of such surrender for cancellation before exercise or settlement shall not constitute waiver of the Participant’s obligations under Article 6 of the 2014 Plan.

TBD: Originally adopted October 14, 2014

2014 STOCK & INCENTIVE COMPENSATION PLAN

AUSTRALIA ADDENDUM

1. Purpose

This Addendum (the "Australian Addendum") to The Procter & Gamble 2014 Stock and Incentive Compensation Plan (the “U.S. Plan”) is hereby adopted to set forth certain rules which, together with the provisions of the U.S. Plan (which are modified by this addendum in certain respects to ensure compliance with the Class Order (see below)), shall govern the operation of the Plan with respect to Australian-resident employees of P&G and its Australian subsidiaries. The Plan is intended to comply with the provisions of the Corporations Act 2001 (Cth) ASIC Regulatory Guide 49 and Class Order 03/184 (the “Class Order”).

2. Definitions

Except as set out below, capitalized terms used herein shall have the meaning ascribed to them in the U.S. Plan. In the event of any conflict between these provisions and the U.S. Plan, these provisions shall prevail.

VI. AWARDS GRANTED TO PARTICIPANTS LOCATED OUTSIDE THE UNITED STATES

1. Where local law would prohibit enforcement of provisions 6.1, 6.2 or 6.3 of the Plan, the Committee authorizes the CHRO to waive any or all of those provisions in the Award Agreement.

2. Provided Participants located in Belgium pay tax on a Key Manager Stock Option Award at grant, the CHRO is authorized to treat up to thirty-four percent (34%) of Award as non-forfeitable on the Grant Date.

3. The CHRO may adjust Award Agreements issued to Participants located in the UK to shift the employer tax obligations to Participants, if appropriate.

4. The CHRO may adjust other Award Agreements as necessary to comply with the terms set out in foreign sub-plans adopted by the Committee.

VIII. MISCELLANEOUS

1. Determination by the Committee as to the interpretation of the terms and provisions of the2014 Plan shall be conclusive on all interested parties.

2. In case of a triggering event under Article 4 of the 2014 Plan the appropriate number of such new or additional or different shares or securities will be issued by the Treasurer with the applicable restrictive legend to recipients holding restricted shares, in accordance with each Award Agreement.

3. These Regulations may be amended at any time by action of the Committee.

For the purposes of this Australian Addendum:

"ASIC" means the Australian Securities & Investments Commission;

“Associated Body Corporate” means (as determined in accordance with the Corporations Act 2001(Cth)):

"Australian Subsidiaries" means Procter & Gamble Australia Pte. Ltd. and Procter & Gamble Manufacturing Pte.

Ltd.;

“Common Stock” means the common stock, without par value, of the Company;

"Company" means The Procter & Gamble Company;

“Option” means an option to acquire, by way of issue, a fully-paid share of Common Stock of the Company;

“Plan” means the U.S. Plan as modified for implementation in Australia by the Australian Addendum;

"U.S. Plan" means The Procter & Gamble 2014 Stock and Incentive Compensation Plan; and

"P&G" means The Procter & Gamble Company. 3. Forms of Awards

Only shares of Common Stock and Options shall be awarded or offered under the Plan in Australia. Options must be granted at no monetary cost.

In Australia, the Plan must be extended only to persons who at the time of the offer are full or part-time employees of

the Company or an Australian Subsidiary. 5. No Contribution Plan or Trust

An offer of shares of Common Stock or Options under the Plan must not involve a contribution plan or any offer, issue or sale being made through a trust.

6. Form of Offer

6.1 Any offer made in Australia to participate in the Plan must be included in a document (“Offer Document”) which sets out the terms of the offer and which must include or be accompanied by a copy of the Plan, or a summary of the Plan. Where a summary only is provided with the offer, the Offer Document must include an undertaking that during the period (the "offer period") during which a Participant may exercise Options acquired under the Plan, the

(a) a body corporate that is a related body corporate of the Company;(b) a body corporate that has voting power in the Company of not less than 20%; or(c) a body corporate in which the Company has voting power of not less than 20%;

4. Employees

Company or its Australian subsidiary will, within a reasonable period of the Participant so requesting, provide the Participant without charge with a copy of the Plan.

6.2 The Company must take reasonable steps to ensure that any Participant to whom an offer is made is given a copy of the Offer Document. 6.3 Further, the Offer Document must include a statement to the effect that any advice given by the person in connection with the offer is general advice only, and that Participants should consider obtaining their own financial product advice from an independent person who is licensed by ASIC to give such advice.

7. Australian Dollar Equivalent of Option Price at Offer Date

The Offer Document must specify the Australian dollar equivalent of the exercise price of the Options the subject of the Offer Document ("Option Price") as at the date of the offer.

8. Updated Pricing Information

The Offer Document must include an undertaking that, and an explanation of the way in which the Company will, during the offer period and within a reasonable period of a Participant so requesting, make available to the Participant the following information: (i) the Australian dollar equivalent of the current market price of a share of Common Stock, as at the date of the Participant’s request; and

(ii) the Australian dollar equivalent of the Option Price, as at the date of the Participant's request. For the purposes of this clause, the current market price of a share of Common Stock shall be taken as the final price published by the New York Stock Exchange for the previous trading day.

9. Exchange Rate for Australia Dollar Equivalent of a Price

For the purposes of clauses 7 and 8, the Australian dollar equivalent of the Option Price and current market price of shares of Common Stock shall be calculated by reference to the Australian/U.S. dollar exchange rate published by an Australian bank (the “Bank”) no earlier than the business day before the day to which the price relates.

10. Loan or Financial Assistance

If the Company or any Australian Subsidiary offers a Participant any loan or other financial assistance for the purpose of acquiring the Common Stock to which the offer relates, the Offer Document must disclose the conditions, obligations and risks associated with such loan or financial assistance.

11. Restriction on Capital Raising: 5% limit

In the case of any offer that will involve the issue of shares of Common Stock including as a result of an exercise of an Option, the number of shares of Common Stock that are the subject of the offer under the Plan, or to be received on exercise of an Option when aggregated with:

but disregarding any offer made, or option acquired or shares of Common Stock issued by way or as a result of: (c) an offer to a person situated at the time of receipt of the offer outside Australia;

must not exceed 5% of the total number of issued shares in that class of shares of the Company as at the time of the offer or invitation.

12. Lodgment of Offer Document with the ASIC

A copy of the Offer Document (which need not contain details of the offer particular to the offeree such as the identity or entitlement of that offeree) and each accompanying document will be provided to ASIC not later than 7 days after the provision of that material to the Participant.

13. Compliance with Undertakings

The Company or an Australian Subsidiary must comply with any undertaking required to be made in the Offer Document by reason of the Class Order, including the undertaking to provide pricing information upon request.

(a) the number of shares of Common Stock in the same class which would be issued were each outstanding offer of shares of Common Stock or Option to acquire unissued shares of Common Stock under the Plan or any other employee share scheme of the Company, accepted or exercised (as the case may be); and

(b) the number of shares of Common Stock in the same class issued during the previous five years pursuant to the Plan or any other employee share scheme extended only to full or part-time employees or directors of the Company or of any Associated Body Corporate of the Company;

(d) an offer that was an excluded offer or invitation within the meaning of the Corporations Law as it stood prior to 13 March 2000;

(e) an offer that did not require disclosure to investors because of section 708 of the Corporations Act 2001 (Cth);

(f) an offer that did not require the giving of a Product Disclosure Statement because of section 1012D of the Corporations Act 2001 (Cth); or

(g) an offer made under a disclosure document or a Product Disclosure Statement,

2014 STOCK AND INCENTIVE COMPENSATION PLAN

FRANCE ADDENDUM Article A. Introduction

The Board of Directors of The Procter & Gamble Company (the “Company”) has established a 2014 Stock and Incentive Compensation Plan (the “U.S. Plan”) for the benefit of certain employees of the Company and its subsidiary companies, including its French subsidiaries, (the “Subsidiary”) of which the Company holds directly or indirectly at least 10% of the share capital. Article 3 of the U.S. Plan specifically authorizes the Compensation Committee (or other committee) (the “Committee”) designated by the Board of Directors (the “ Board”) to adopt procedures and forms relating to the U.S. Plan as it deems advisable with respect to foreign participants. The Board, therefore, intends to establish a sub-plan for France of the U.S. Plan for the purpose of granting Options which may qualify for the favorable tax and social security treatment in France applicable to Options granted under Sections L. 225-177 to L. 225-186-1 of the French Commercial Code as amended to qualifying employees under the U.S. Plan who are resident in France for French tax purposes (the “Optionees”). The terms of the U.S. Plan, as subsequently amended and as set out in Appendix 1 hereto, shall, subject to the modifications in the following rules, constitute the Rules of the 2014 Omnibus Incentive Compensation Plan for Employees in France (the “French Plan”).

Under the French Plan, the Optionees will be granted only Options as defined under Article B hereunder. In no case will grants under the French Plan include any other substitute awards, e.g., stock appreciation rights and restricted stock. Article B. Definitions

Capitalized terms used but not defined in the French Plan shall have the same meanings as set forth in the U.S. Plan.

In addition, the term “Option” shall have the following meaning:

A. Purchase Options, that are rights to acquire Common Stock repurchased by the Company prior to the vesting of said Options; or

B. Subscription Options, that are rights to subscribe newly issued Common Stock.

The term “Closed Period” means specific periods as set forth by section L. 225-177 of the French Commercial Code as amended during which French qualifying Options cannot be granted.

Notwithstanding any provisions in the U.S. Plan, the term “Grant Date” shall be the date on which the Board or the

Committee both (a) designates the Optionee and (b) specifies the terms and conditions of the Option including the number of shares and the method of determining the Option Price.

The term “Effective Grant Date” shall be the date on which the Option is effectively granted, i.e., the date on which the

condition precedent of the expiration of a Closed Period applicable to the Option, if any, is satisfied. Such condition precedent shall be satisfied when the Board, Committee or other authorized body shall determine that the granting of Options is no longer prevented under a Closed Period. If the Grant Date does not occur within a Closed Period, the "Effective Grant Date" shall be the same day as the “Grant Date”.

The term “Vesting Date” shall mean the date on which an Optionee's right to all or a portion of an Option granted under the

French Plan becomes non-forfeitable.

The term “Disability” is defined in accordance with categories 2 and 3 under Section L. 341-4 of the French Social Security Code, as amended, and subject to the fulfillment of related conditions.

The term “Forced Retirement” shall mean forced retirement as determined under Section L. 1237-5 of the French Labor Code, as amended, and subject to the fulfillment of related conditions. Article C. Entitlement to Participate

Any individual who at the Effective Grant Date of the Option under the French Plan is either employed under the terms and conditions of an employment contract (“contrat de travail”) with the Subsidiary or is a corporate officer of the Subsidiary, shall be eligible to receive Options under the French Plan provided that he or she also satisfies the eligibility conditions of the U.S. Plan. Options may not be issued under the French Plan to employees or officers owning more than ten percent (10%) of the Company's share capital or to individuals other than employees and corporate officers of the Subsidiary. Options may not be issued to directors of the Subsidiary, other than managing directors (Président du Conseil d’Administration, Directeur Général, Directeur Général Délégué, Membre du Directoire, Gérant de sociétés par actions), unless the director is an employee of the Subsidiary as defined by French law. Article D. Conditions of the Option

To ensure the qualified status of Options under the French Plan, the terms and conditions of any Options granted under the French Plan shall not be modified after the Effective Grant Date, unless otherwise authorized by French law.

Notwithstanding any provision in the U.S. Plan to the contrary and since Common Stock of the Company is traded on a regulated securities market, no Option may be granted to eligible Optionees in France during specific Closed Periods as set forth by section L. 225-177 of the French Commercial Code as amended to the extent such Closed Periods are applicable to the Options.

1. Vesting and Exercisability of Options and Holding of Common Stock

The Options will vest and be exercisable pursuant to the terms and conditions set forth in the U.S Plan and the French Plan and any stock option agreement or notice. As such, no Option can be exercised before the Vesting Date. However, in the case of death of an Optionee, outstanding Options shall be immediately vested and exercisable under the conditions set forth in Article F of the French Plan.

The vesting of Options may be accelerated in accordance with the Change in Control provisions of the U.S. Plan as noted in Article H below.

Notwithstanding any provision in the U.S. Plan and to the extent required by French law, the Optionee will not be permitted to sell or transfer shares of Common Stock acquired upon exercise of an Option before the expiration of the applicable holding period for French qualifying Options set forth by Section 163 bis C of the French Tax Code, as amended, except as provided in this French Plan or as otherwise in keeping with French law. To prevent the Optionee from selling or transferring the shares of Common Stock subject to the Option before the expiration of the applicable holding period, the

Committee may, in its discretion, restrict the vesting and/or exercisability of the Option and/or the sale of shares of Common Stock until the expiration of the applicable holding period, as set forth in the stock option agreement to be delivered to each Optionee. However, the Optionee may be permitted to vest in or exercise the Option or transfer the shares of Common Stock subject to the Option before the expiration of the applicable holding period in the cases of dismissal, Forced Retirement, Disability or death, as defined in Section 91 ter of Exhibit II to the French Tax Code, as amended, but only as set forth in the stock option agreement to be delivered to the Optionee. In any case, the restriction of the sale of the shares of Common Stock cannot exceed three years as from the effective date of the exercise of the Options.

Specific provisions apply in the event of termination of employment/service and death as provided in Article F below.

2. Option Price The method of determining the option price payable pursuant to Options issued hereunder shall be fixed by the Committee on

the date the Option is granted (“Option Price”). If Options are considered granted on the Effective Grant Date, the Option price will be determined in accordance with the method set forth by the Committee on the Grant Date. In no event shall the Option Price per share be less than the greater of:

Notwithstanding any provisions in the U.S. Plan to the contrary, upon exercise of an Option, the full Option Price will be paid

either in cash, by check or by credit transfer, exclusive of any other method of payment. Under a cashless exercise program, the Optionee may give irrevocable instructions to a stockbroker to properly deliver the Option Price to the Company. Notwithstanding any provisions in the U.S. Plan to the contrary, no delivery of previously owned shares having a fair market value on the date of delivery equal to the aggregate Option Price of the shares may be used as consideration for exercising the Options.

Furthermore, notwithstanding any provisions in the U.S. Plan to the contrary, shares owed to the Optionee upon exercise may not be withheld in order to meet the tax and/or social security contributions which might be due at the time of exercise or sale of the underlying shares. However, upon sale of the underlying shares, the Company and/or the Subsidiary shall have the right to withhold, or request any third party to withhold, from the proceeds to be paid to the Optionee the sums corresponding to any social security contributions due at exercise or sale by the Optionee. If such amounts are due and are not withheld, the Optionee agrees to submit the amount due to the Subsidiary by means of check, cash or credit transfer.

a. with respect to Purchase Options over Common Stock, the higher of either 80% of the average opening price of such Common Stock during the 20 days of quotation immediately preceding the Effective Grant Date or 80% of the average purchase price paid for such Common Stock by the Company;

b. with respect to Subscription Options over the Common Stock, 80% of the average opening price of such Common Stock during the 20 days of quotation immediately preceding the Effective Grant Date; and

c. the minimum Option Price permitted under the U.S. Plan.

3.Payment of the Option Price

The shares acquired upon exercise of an Option will be recorded in an account in the name of the shareholder with a broker or in such other manner as the Company may otherwise determine in order to ensure compliance with applicable law.

4. Mandatory Holding Period To the extent applicable to French-qualified Options granted by the Company, a specific holding period for the Common Stock

or a restriction on the exercise of Options may be specified for Optionees in France who serve as managing directors under French law (“mandataires sociaux”). French law defines the following positions as mandataires sociaux: Président du Conseil d'Administration, Directeur Général, Directeur Général Délégué, Membre du Directoire, Gérant de Sociétés par actions. Article E. Non-transferability of Options

Notwithstanding any provision in the U.S. Plan to the contrary and except in the case of death, Options cannot be transferred to any third party. In addition, the Options are only exercisable by the Optionee during the lifetime of the Optionee. Article F. Termination of Employment/Service

1. Death

In the event of the death of an Optionee, any outstanding Options on date of death shall become immediately vested and exercisable. The Optionee’s heirs may exercise the Option within six months following the death, but any Option which remains unexercised shall expire six months following the date of the Optionee’s death.

2. Disability In the event of the Disability of a French Optionee, the French Optionee shall not be subject to a restriction on the sale of

shares of Common Stock set forth in Article D.1 above (to the extent applicable and to the extent not required under French law to obtain favorable treatment).

3. Forced Retirement or Dismissal In the event of the Forced Retirement (as defined in Article B) or dismissal of a Optionee, as defined by Section 91-ter of

Exhibit II to the French Tax Code as construed by the French tax and social security circulars and subject to the fulfillment of related conditions, his or her Option will benefit from the favorable treatment of French qualified Options upon sale of his or her shares of Common Stock , even if the compulsory holding period is not met (to the extent applicable and to the extent not required under French law to obtain favourable tax and social security treatment), but only if the Option was exercised at least three (3) months prior to the effective date of the retirement or the delivery of the relevant dismissal notice to the Optionee, as defined by French law and as construed by competent French courts.

4. Other Reasons

In the event of a termination of employment for reasons other than death, the Option shall be exercisable as set forth

in the stock option Award Agreement entered into with the Optionee.

Article G. Changes In Capitalization

To ensure the qualified status of Options under the French Plan, adjustments to the Option Price and/or the number of shares subject to an Option issued hereunder shall be made to preclude the dilution or enlargement of benefits under the Option only in the event of a transaction involving the Company listed under Section L. 225-181 of the French Commercial Code, as amended, a repurchase of Common Stock by the Company at a price higher than the stock quotation price on the open market, and according to the provisions of Section L. 228-99 of the French Commercial Code, as amended, as well as according to specific decrees.. Furthermore, even upon occurrence of a transaction involving the Company listed under Section L. 225-181 of the French Commercial Code, as amended, a repurchase of Common Stock by the Company at a price higher than the stock quotation price on the open market, and according to the provisions of Section L. 228-99 of the French Commercial Code, as amended, as well as according to specific decrees, no adjustment to the kind of shares to be granted shall be made (i.e., only shares of Common Stock shall be granted to Optionees) to preserve the qualified status of the Option. In the event of an adjustment to the Option Price and/or the number of shares of Common Stock subject to an Option issued hereunder, other than as described in this Article G, the Options may not qualify for favorable income tax and social security treatment under French law.

Article H. Change in Control

In the event that a significant decrease in the value of Options granted to the Optionee occurs or is likely to occur as a result of a Change of Control of the Company or a liquidation, reorganization, merger, consolidation or amalgamation with another company in which the Company is not the surviving company, the Committee may, accordingly to the provisions of the U.S. Plan, in its discretion, authorize immediate vesting and exercise of Options before the date on which any Change of Control, liquidation, reorganization, merger, consolidation or amalgamation becomes effective. If this occurs, the Options may not qualify for favorable income tax and social security treatment under French law. Article I. Disqualification of French-Qualified Options

If the Options are otherwise modified or adjusted in a manner in keeping with the terms of the U.S. Plan or as mandated as a matter of law and the modification or adjustment is contrary to the terms and conditions of this French Plan, the Options may no longer qualify as French-qualified options. The Company does not undertake nor is it required to maintain the French-qualified status of the Options, and the Optionees understand, acknowledge and agree that it will be their responsibility to bear any additional income taxes and/or social security contributions that may be payable as a result of the disqualification of the French-qualified Options.

If the Options no longer qualify as French-qualified options, the Committee may, provided it is authorized to do so under the U.S. Plan, lift, shorten or terminate certain restrictions applicable to the vesting of the Options, the exercisability of the Options, or the sale of the shares of Common Stock which may have been imposed under this French Plan or in the stock option agreement delivered to the Optionees.

Article J. Term of the Option

The term of the Option will be no greater than ten years after the Grant Date. The specific term will be specified in the applicable stock option agreement. This term can be extended only in the event of the death of the Optionee.

Article K. No Surrender of Options

Notwithstanding the provisions of the U.S. Plan, Optionees may not surrender Options in lieu of exercise for cash. Article L. No Conversion

Notwithstanding the provisions of the U.S. Plan, Optionees may not convert cash compensation into Options. Article M. Interpretation

In the event of any conflict between the provisions of the present French Plan and the U.S. Plan, the provisions of the French Plan shall control for any grants made thereunder to Optionees.

It is intended that Options granted under the French Plan shall qualify for the favorable tax and social security treatment

applicable to stock options granted under Sections L. 225-177 to L. 225-186-1 of the French Commercial Code, as amended, and in accordance with the relevant provisions set forth by French tax and social security laws and the French tax and social security administrations, but there are no undertakings to maintain this status. The terms of the French Plan shall be interpreted accordingly and in accordance with the relevant provisions set forth by French tax and social security laws, the French tax and social security administrations, any relevant Guidelines published by French tax and social security administrations and are subject to the fulfillment of legal, tax and reporting obligations, if any. Article N. Employment Rights

The adoption of this French Plan shall not confer upon the Optionees any employment rights and shall not be construed as a part of the Optionee’s employment contracts. Articles 6.1(a), 6.1(b) and 6.1(c) of the U.S. Plan do not apply to Optionees in France. Article O. Amendments

Subject to the terms of the U.S. Plan, the Committee reserves the right to amend or terminate the French Plan at any time. Such amendments would only apply to future grants and would not be retroactive. Article P. Adoption

The French Plan is effective as of October 14, 2014.

2014 STOCK AND INCENTIVE COMPENSATION PLAN

RULES OF THE PROCTER & GAMBLE 2014 SCHEDULE 4 CSOP SUB-PLAN FOR THE UNITED KINGDOM

1 General

This schedule to the Procter & Gamble 2014 Stock and Incentive Compensation Plan (“the Plan”) sets out the rules of the Procter & Gamble 2014 Schedule 4 CSOP Sub-Plan for the United Kingdom (“the Sub-Plan”).

2 Establishment of Sub-Plan

The Procter & Gamble Company (“the Company”) has established the Sub-Plan under Article 3.2(f) of the Plan, which authorises the Committee to establish sub-plans to the Plan.

3 Purpose of Sub-Plan

The purpose of the Sub-Plan is to enable the grant to, and subsequent exercise by, employees and directors in the United Kingdom, on a tax advantaged basis, of options to acquire Shares under the Plan within the provisions of Schedule 4.

4 Rules of Sub-Plan

The rules of the Plan, in their present form and as amended from time to time, shall, with the modifications set out in this schedule, form the rules of the Sub-Plan. In the event of any conflict between the rules of the Plan and this Sub-Plan, the Sub-Plan shall prevail.

5 Relationship of Sub-Plan to Plan

The Sub-Plan shall form part of the Plan and not a separate and independent plan.

6 Interpretation

In this Sub-Plan, unless the context otherwise requires, the following words and expressions have the following meanings:

Acquiring Company a company which obtains Control of the Company in the circumstances referred to in rule 26;

Associated Company the meaning given to that expression by paragraph 35(1) of Schedule 4;

Close Company the meaning given to that expression by section 989 of the Income Tax Act 2007, and paragraph 9(4) of Schedule 4;

Committee

the Compensation & Leadership Development Committee of the Board or such other committee as may be designated by the Board to administer the Plan;

Consortium the meaning given to that word by paragraph 36(2) of Schedule 4;

Constituent Company

means the Company or a company which is:

a Subsidiary or

a Jointly Owned Company where neither it nor any company Controlled by it is a constituent company under the provisions of paragraph 34(4) of Schedule 4 in any other CSOP scheme as that term is defined in paragraph 2 of Schedule 4;

Control the meaning given to that word by section 719 of ITEPA 2003 and “Controlled” shall be construed accordingly;

Date of Grant the date on which an Option is granted to an Eligible Employee in accordance with the Articles of the Plan;

Eligible Employee

an individual who falls within the provisions of Article 5 of the Plan and who is:

an employee (other than a director) of a Constituent Company; or

a director of a Constituent Company who is contracted to work at least 25 hours per week for the Company and its subsidiaries or any of them (exclusive of meal breaks)

and who, in either case,:

is not eligible solely by reason that he is a non-executive director of a Constituent Company; has earnings in respect of his office or employment which are (or would be if there were any) general earnings to which sections 15, 22 or 26 of ITEPA 2003 applies; and does not have at the Date of Grant, and has not had during the preceding twelve months, a Material Interest in a Close Company which is the Company or a company which has Control of the Company or a member of a Consortium which owns the Company;

ITEPA 2003 means the Income Tax (Earnings and Pensions) Act 2003;

Market Value

notwithstanding Article 7.2 of the Plan, (a) in the case of an Option granted under the Sub-Plan:

(i)if at the relevant time the Shares are listed on the New York Stock Exchange, the average of the highest and lowest sale prices of a Share on the Date of Grant (as quoted in the Wall Street Journal) or, if there were no trades on that day, on the dealing day immediately preceding the Date of Grant; (ii) if paragraph (i) above does not apply, the market value of a Share as determined in accordance with Part VIII of the Taxation of Chargeable Gains Act 1992 and agreed in advance with HM Revenue & Customs Shares and Assets Valuation on the Date of Grant or such earlier date or dates (not being more than thirty days before the Date of Grant) as may be agreed with HM Revenue & Customs;

provided that the Market Value of Shares subject to a Relevant Restriction shall be determined as if they were not subject to a Relevant Restriction;

(b) in the case of an option granted under any other share option scheme, the market value of a Share shall be determined under the rules of such scheme for the purpose of the grant of the option;

Material Interest the meaning given to that expression by paragraphs 9 to 14 of Schedule 4;

New Option an option granted by way of exchange under rule 26.1;

New Shares the shares subject to a New Option as set out in rule 26;

Option a right to acquire Shares granted under the Sub-Plan;

Option Holder an individual who holds an Option or, where the context permits, his legal personal representatives;

Relevant Restriction

any provision in any contract, agreement, arrangement or condition to which any of sub-sections (2) to (4) of section 423 of ITEPA 2003 would apply if references in those sub-sections to employment-related securities were references to the Shares;

Schedule 4 means Schedule 4 to ITEPA 2003;

Schedule 4 CSOP a share plan that meets the requirements of Schedule 4;

Shares common stock of the Company as defined in Article 2.43 of the Plan; and

In this Sub-Plan, unless the context otherwise requires:

7 Companies participating in Sub-Plan

Notwithstanding Article 2.45 of the Plan, the companies participating in the Sub-Plan shall be the Company and any Constituent Company which has been nominated by the Company to participate in the Sub-Plan.

8 Shares used in Sub-Plan

The Shares shall form part of the ordinary share capital of the Company and shall at all times comply with the requirements of paragraphs 16 to 20 of Schedule 4.

9 Grant of Options

An Option shall be granted under and subject to the rules of the Plan as modified by this Sub-Plan. 10 Identification of Options

An Award Agreement issued in respect of an Option shall expressly state that it is issued in respect of an Option. An option which is not so identified shall not constitute an Option.

11 Contents of Award Agreement

An Award Agreement issued in respect of an Option shall state:

Subsidiary

means a company which is a subsidiary of the Company within the meaning of section 1159 of the Companies Act 2006 over which the Company has Control.

• words and expressions not defined above have the same meanings as are given to them in the Plan;

• the contents and rule headings are inserted for ease of reference only and do not affect their interpretation;

• a reference to a rule is a reference to a rule in this Sub-Plan; and

• a reference to a statutory provision is a reference to a United Kingdom statutory provision and includes any statutory modification, amendment or re-enactment thereof.

• that it is issued in respect of an Option;

• the date of grant of the Option;

• the number of Shares subject to the Option (or how that number may be calculated);• • the exercise price under the Option (or the method by which the exercise price will be

determined);

12 Persons to whom Options may be granted

An Option may not be granted to an individual who is not an Eligible Employee at the Date of Grant.

13 Options non transferable

Notwithstanding Article 14 of the Plan, an Option shall be personal to the Eligible Employee to whom it is granted and, subject to rule 24, shall not be capable of being transferred, charged or otherwise alienated and shall lapse immediately if the Option Holder purports to transfer, charge or otherwise alienate the Option.

14 Limit on number of Shares placed under Option under Sub-Plan

For the avoidance of doubt, Shares placed under Option under the Sub-Plan shall be taken into account for the purpose of Article 4.1 of the Plan.

15 HM Revenue & Customs limit (£30,000)

An Option may not be granted to an Eligible Employee if the result of granting the Option would be that the aggregate Market Value of the shares subject to all outstanding options granted to him under the Sub-Plan or any other share option scheme established by the Company or an Associated Company under Schedule 4) would exceed sterling £30,000 or such other limit as may from time to time be specified in paragraph 6 of Schedule 4.

16 Foreign Currency Options

For the purpose of the limit contained in rule 15, the United Kingdom sterling equivalent of the Market Value of a share on any day shall be determined by taking the spot sterling/US dollar exchange rate for that day as shown in the Financial Times.

17 Scaling Down

If the grant of an Option would otherwise cause the limit in rule 15 to be exceeded, it shall take effect as the grant of an Option under the Sub-Plan over the highest number of Shares which does not cause the limit to be exceeded. If more than one Option is granted on the same Date of Grant, the number of Shares which would otherwise be subject to each Option shall be reduced pro rata.

18 Exercise price under Options

• any performance target or other condition imposed on the exercise of the Option;

• the times at which the Option will ordinarily be exercisable;

• the circumstances in which the Option will lapse;

• details of any Relevant Restriction to which the Shares are subject; and

• any conditions imposed by the Committee under Articles 3.2 or 16 in relation to the Option.

Notwithstanding Article 7.2 of the Plan, the amount payable per Share on the exercise of an Option shall not be manifestly less than the Market Value of a Share on the Date of Grant.

Any performance target or other condition imposed on the exercise of an Option under Article 3 or Article 15 of the Plan shall be:

If an event occurs as a result of which the Committee considers that a performance target or other condition imposed on the exercise of an Option is no longer appropriate and substitutes, varies or waives under Article 15 of the Plan the performance target or condition, such substitution, variation or waiver shall:

20 Latest date for exercise of Options

An Option may not be exercised more than ten years after the Date of Grant and to the extent not so exercised by that time the Option shall lapse immediately. This term can be extended only in the event of the death of the Optionee as required by Rule 24.

21 Material Interest

An Option may not be exercised if the Option Holder then has, or has had within the preceding twelve months, a Material Interest in a Close Company which is the Company or which is a company which has Control of the Company or which is a member of a Consortium which owns the Company.

22 Payment for Shares on exercise of Options

The amount due on the exercise of an Option shall be paid in cash or by cheque or banker’s draft and may be paid out of funds provided to the Option Holder on loan by a bank, broker or other person. The payment may not be in the form of relinquishing a portion of the Option or paid by the transfer to the Company of Shares or any other shares or securities, and in any circumstance the Company must not charge an administrative fee for the exercise of an Option. The date of exercise of an Option shall be the date on which the Company receives the amount due on the exercise of the Option under this rule 22, together with any payment or documentation required under rule 30.

23 Issue or transfer of Shares on exercise of Options

19 Performance target or other condition imposed on exercise of Option

19.1 objective;

19.2 capable of being fulfilled within the period of ten years from the Date of Grant;

19.3 such that, once satisfied, the exercise of the Option is not subject to the discretion of any person; and

19.4 stated in the Option agreement.

19.5 be reasonable in the circumstances; and

19.6 except in the case of waiver produces a fairer measure of performance and is not materially more or less difficult to satisfy.

The Company shall, as soon as reasonably practicable and in any event not later than thirty days after the date of exercise of an Option, issue or transfer to the Option Holder, or procure the issue or transfer to the Option Holder of, the number of Shares specified in the notice of exercise, subject only to compliance by the Option Holder with the rules of the Sub-Plan and to any delay necessary to complete or obtain:

24 Death of Option Holder

If an Option Holder dies before the tenth anniversary of the Date of Grant, his personal representatives shall be entitled to exercise his Options at any time during the twelve-month period following his death. If not so exercised, the Options shall lapse immediately.

25 Retirement of Option Holder

For the purpose of this Sub-Plan, notwithstanding Article 2.42, Retirement shall mean an Option Holder leaving employment with the intention of retiring.

26 Change in Control of Company

Should a Change of Control occur within the terms of Article 17 of the Plan, then only if a company

(“Acquiring Company”) obtains Control of the Company as a result of making:

should an Acquiring Company become bound or entitled to acquire Shares under sections 979 to 982 of the Companies Act 2006,

an Option Holder may, at any time during the period set out in rule 26.2, by agreement with the Acquiring Company, release his Option in consideration of the grant to him of a new option (“New Option”) which is equivalent to the Option but which relates to shares (“New Shares”) in:

23.1 the listing of the Shares on any stock exchange on which Shares are then listed; or

23.2 such registration or other qualification of the Shares under any applicable law, rule or regulation as the Company determines is necessary or desirable.

26.1 Exchange of Options

26.1.1 a general offer to acquire the whole of the issued ordinary share capital of the Company which is made on a condition such that if it is satisfied the person making the offer will have Control of the Company;

26.1.2 a general offer to acquire all the shares in the Company of the same class as the Shares:

26.1.3 a compromise or arrangement sanction by the court under section 899 of the Companies Act 2006; or

26.1.4 a “non-UK company reorganisation arrangement” (within the meaning of paragraph 35ZA of Schedule 4); or

26.1.5 the Acquiring Company; 26.1.6 a company which has Control of the Acquiring Company; or 26.1.7 a company which either is, or has Control of, a company which is a member of a Consortium which owns either the Acquiring Company or a company having Control of the Acquiring Company.

The period referred to in rule 26.1 is the period of six months beginning with the time when the person making

the offer has obtained Control of the Company and any condition subject to which the offer is made has been satisfied.

The New Option shall not be regarded for the purpose of this rule 26 as equivalent to the Option unless:

The date of grant of the New Option shall be deemed to be the same as the Date of Grant of the Option.

In the application of the Sub-Plan to the New Option, where appropriate, references to “Company” and

“Shares” shall be read as if they were references to the company to whose shares the New Option relates and the New Shares, respectively, (save that in the definition of “Committee”, the reference to “Company” shall be read as if it were a reference to The Procter & Gamble Company).

27 Rights attaching to Shares issued on exercise of Options

26.2 Period allowed for exchange of Options

26.3 Meaning of “equivalent”

26.3.1 the New Shares satisfy the conditions in paragraphs 16 to 20 of Schedule 4; and

26.3.2 save for any performance target or other condition imposed on the exercise of the Option, the New Option is exercisable in the same manner as the Option and subject to the provisions of the Sub-Plan as it had effect immediately before the release of the Option; and

26.3.3 the total market value, immediately before the release of the Option, of the Shares which were subject to the Option is substantially the same as the total market value, immediately after the grant of the New Option, of the New Shares subject to the New Option (market value being determined using a methodology agreed by HM Revenue & Customs);

26.3.4 the total amount payable by the Option Holder for the acquisition of the New Shares under the New Option is substantially the same as the total amount that would have been payable by the Option Holder for the acquisition of the Shares under the Option.

26.4 Date of grant of New Option

26.5 Application of Sub-Plan to New Option

Notwithstanding the provisions of Article 3 of the Plan, which grant the Committee authority to determine the conditions and restrictions, if any, applying to shares of Common Stock acquired through the exercise of an option, all Shares issued in respect of the exercise of an Option shall, as to any voting, dividend, transfer and other rights, including those arising on a liquidation of the Company, rank equally in all respects and as one class with the shares of the same class in issue at the date of such issue save as regards any rights attaching to such shares by reference to a record date prior to the date of such issue.

28 Amendment of Sub-Plan

Notwithstanding Article 19.1 of the Plan, no amendment may be made to a “key feature” of the Sub-Plan (within the meaning given to that expression in paragraph 30(4) of Schedule 4), whether taking the form of an amendment of the Plan or the Sub-Plan, that would result in the Sub-Plan no longer being a Schedule 4 CSOP.

Notwithstanding Article 4.5 of the Plan, to the extent that any adjustment of an Option is permitted under

these rules, it shall not be made unless the adjustment is permitted pursuant to, and in compliance with, paragraph 22 of Schedule 4.

30 Tax and social security withholding

An Option may not be exercised unless the Option Holder has beforehand made provision for the payment or withholding of any taxes and social security required to be withheld in accordance with the applicable law of any jurisdiction in respect of the exercise of the Option, or the receipt of the Shares. Notwithstanding the provisions of Article 20 of the Plan which permit different arrangements to be made to satisfy the payment in respect of any taxes and social security required to be withheld, the payment may not be in the form of relinquishing a portion of the Option or paid by the transfer to the Company of Shares or any other shares or securities, unless this is the Shares by virtue of the exercise of the Option. The Option Holder may, by agreement with the Company, enter into some other arrangement to ensure that such amount is available (whether by authorising the sale of some or all of the Shares subject to his Option and the payment to the Company, or where appropriate the Option Holder’s employing company of the requisite amount out of the proceeds of sale or otherwise). Where this is the case, the Option shall not be treated as exercised until the Company determines that such arrangements are satisfactory to it.

The Committee may, at its discretion, impose requirements for the payment by the Option Holder of all or any part of the employer’s national insurance contributions (“NIC“) which may arise as a result of the exercise of his Option. Such requirements shall be specified on the Date of Grant and shall be a condition of exercise of the Option, provided that the Committee (acting fairly and reasonably) may waive these requirements. They may include in particular, but not by way of limitation, a determination that the Option may not be exercised unless the Option Holder has beforehand paid to the Company (or the company which employs the Option Holder, if different) an amount sufficient to discharge all or any part of the employer’s NIC. Alternatively, the Option Holder may, by agreement with the Company or the employing company (as the case may be), enter into some other arrangement to ensure that such amount is available to them or it (whether by

29 Adjustment of Options

31 Transfer of Employer’s NIC

authorising the sale of some or all of the Shares subject to his Option and the payment to the Company or the employing company (as the case may be) of the requisite amount out of the proceeds of sale or otherwise). Where this is the case, the Option shall not be treated as exercised until the Company or the employing company (as the case may be) determine that such arrangements are satisfactory to it.

32 Disapplication of certain provisions of Plan

Articles 6.2 and 6.3 of the Plan shall not apply for the purpose of this Sub-Plan. In addition the provisions of the Plan dealing with:

shall not form part of, and no such rights may be granted under, this Sub-Plan.

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EXHIBIT (10-3)

Summary of the Procter & Gamble Short Term

Achievement Award Program

• incentive stock options qualifying under section 422 of the US Internal Revenue Code of 1986, as amended;

• stock appreciation rights;

• unrestricted or restricted stock awards;

• performance awards which are not stock options;

• the cash cancellation of share options including those contained in Article 17.3(a)(i) of the Plan; and

• the granting of share options in tandem with stock appreciation rights and the subsequent cancellation of share options

Section 5: EX-10.3 (SUMMARY OF THE COMPANY'S SHORT TERM ACHIEVEMENT REWARD PROGRAM)

SHORT TERM ACHIEVEMENT REWARD PROGRAM The Short Term Achievement Reward (“STAR”) Program is The Procter & Gamble Company’s (the “Company”) annual bonus program designed to motivate and reward employees for achieving outstanding short term business results for the Company and its subsidiaries. STAR awards are made pursuant to authority delegated to the Compensation & Leadership Development Committee (the “C&LD Committee”) by the Board of Directors for awarding compensation to the Company’s principal officers and for making awards under the Procter & Gamble 2009 Stock and Incentive Compensation Plan (the “2009 Plan”) or any successor stock plan approved in accordance with applicable listing standards. I. ELIGIBILITY Employees at Band 3 or above and who worked at least 28 days (four calendar weeks) during the applicable fiscal year are eligible to participate. Eligible employees who do not work a full schedule (e.g., leaves of absence, disability, and less-than-full time schedules) in the fiscal year in which the award is payable may have awards pro-rated. II. Calculation The individual STAR Award is calculated as follows: (STAR Target) x (Business Unit Performance Factor) x (Total Company Performance Factor)

(Base Salary) x (STAR Target percent) Base Salary at the end of the applicable fiscal year is used to calculate the STAR award. Generally, the STAR Target Percent is dependent on the individual’s position and level (Band) in the organization. The STAR Target percent for participants at Band 7 or above is set by the C&LD Committee. The STAR Target percent for all other participants is set by the Chief Executive Officer, with the concurrence of the Chief Human Resources Officer, pursuant to authority delegated to them by the C&LD Committee. If an individual’s position and/or level changes during a fiscal year, and that change results in a new STAR Target Percent, the STAR Target Percent is pro-rated according to the amount of time in each position/level during the fiscal year.

The Business Unit Performance Factor is based on the fiscal year success for the appropriate STAR business unit. The STAR business units are defined by the Chief Human Resources Officer and may consist of business categories, segments, geographies, functions, organizations or a combination of one or more of these items. The STAR business units will be defined within ninety (90) days of the beginning of the fiscal year, but may be adjusted as necessary to reflect business and/or organizational changes (e.g., reorganization, acquisition, merger, divestiture, etc.). The Business Unit Performance Factors can range from 53% to 167% with a target of 100%. In general, a committee consisting of at least two of the Chairman of the Board, Chief Executive Officer, Chief Financial Officer, Chief Human Resources Officer and/or the Chief Operating Officer (the “STAR Committee”), conducts a comprehensive retrospective

• The STAR Target for each participant is calculated as:

assessment of the fiscal year performance of each STAR business unit against previously established goals for one or more of the following measures: Operating Total Shareholder Return, Key Competitor Comparison, After Tax Profit, Operating Cash Flow, Value Share, Volume, Net Outside Sales, Customer spending effectiveness, SRAP cost progress, Transportation and warehouse cost progress, Internal controls, Accounts receivable payscore (collection effectiveness), Organization Head Self Assessment, and Cross Organization Assessment. The STAR Committee makes a recommendation of an appropriate Business Unit Performance Factor to the C&LD Committee. There may also be other factors significantly affecting STAR business unit results positively or negatively which can be considered by the STAR Committee when making its recommendation. No member of the STAR Committee makes any recommendation or determination as to their own STAR award. As a result, there are certain instances in which a Business Unit Performance Factor recommendation to the C&LD Committee must be made exclusively by the Chief Executive Officer.

While the STAR Committee makes recommendations to the C&LD Committee regarding the Business Unit and Total Company performance factors to be applied to all STAR awards (except those for the STAR Committee members), only the final award amounts for principal officers are approved specifically by the C&LD Committee. The C&LD Committee has delegated the approval of STAR awards for other participants to the Chief Executive Officer. The C&LD Committee has discretion to use, increase or decrease the performance factors recommended by the STAR Committee and/or to choose not to pay STAR awards during a given year. Each year the C&LD Committee approves a cash pool for STAR awards equal to a percentage of profit, and the C&LD Committee sets a limit on the portion of that pool which can be awarded to each of the Named Executives subject to Section 162(m) of the Internal Revenue Service code. This ensures that any STAR awards paid to such executives are fully tax deductible by the Company. III. TIMING AND FORM STAR awards are determined after the close of the fiscal year and are paid on or about September 15. The award form choices and relevant considerations are explained in payment preference materials generally in the form of Appendix 1. Participants receive written notice of their award detailing the calculation, generally in the form of Appendix 2. The grant letters used for those employees who elect to receive awards in stock options or restricted stock units are generally in the form of Appendix 3. Generally, STAR awards are paid in cash. However, before the end of the calendar year preceding the award date, eligible participants can elect to receive their STAR award in forms other than cash. Alternatives to cash include stock options, local deferral programs (depending on local regulations in some countries), or restricted stock units and/or deferred compensation for employees eligible to participate in the Executive Deferred Compensation Program). The Company converts cash to other forms of payment (e.g., stock options, restricted stock units, etc.) using a conversion factor that is reviewed and approved by the C&LD Committee annually. Any STAR award paid in stock options, restricted stock units or other form of equity shall be awarded pursuant to this program and the terms and conditions of the 2009 Plan or any successor

• The Total Company Performance Factor is based on the total Company’s success during the fiscal year and ranges from 70% to 130%, with a target of 100%. The same Total Company Performance Factor is applied to all STAR award calculations, regardless of STAR business unit. It is determined using a matrix which compares results against pre-established goals for fiscal year organic sales growth and core earnings per share (“EPS”) growth for the fiscal year.

stock plan approved in accordance with applicable listing standards, as they may be revised from time to time. IV. SEPARATION FROM THE COMPANY

Eligible participants who have left the Company will receive a cash payment (equity such as stock options and RSUs can only be issued to active employees) on the same timing as STAR awards or as soon thereafter as possible. V. CHANGE IN CONTROL Notwithstanding the foregoing, if there is a Change in Control in any fiscal year, STAR awards will be calculated in accordance with Section II above, but each factor will be calculated for the period from the beginning of the fiscal year in which a Change in Control occurred up to and including the date of such Change in Control (“CIC Period”). “Change in Control” shall have the same meaning as defined in the 2009 Plan or any successor stock plan. VI. GENERAL TERMS AND CONDITIONS While any STAR award amount received by one individual for any year shall be considered as earned remuneration in addition to salary paid, it shall be understood that this plan does not give to any officer or employee any contract rights, express or implied, against any Company for any STAR award or for compensation in addition to the salary paid to him or her, or any right to question the action of the Board of Directors or the C&LD or STAR Committees. Each award to the Chairman of the Board, Chief Executive Officer, Vice-Chairs, Group Presidents, Presidents, Function Heads and Senior Vice Presidents and equivalents, made pursuant to this plan, is subject to the Senior Executive Recoupment Policy adopted by the C&LD Committee in December 2006. This program document may be amended at any time by the C&LD Committee. (Back To Top)

EXHIBIT (10-4)

• Retirement, Death or Special Separation with a Separation Package: If a participant worked at least 28 days (4 calendar weeks) during the fiscal year, the STAR award is pro-rated by dividing the number of calendar days the participant was an “active employee” during the fiscal year by 365.

• Voluntary Resignation or Termination for cause: Separating employees must have been active employees as of June 30 (the close of the fiscal year for which the award is payable) to receive an award.

Section 6: EX-10.4 (THE PROCTER & GAMBLE PERFORMANCE STOCK PROGRAM SUMMARY)

The Procter & Gamble Performance Stock Program Summary

PERFORMANCE STOCK PROGRAM SUMMARY

The Performance Stock Program (“PSP”) is a part of The Procter & Gamble Company’s (the “Company”) long-term incentive compensation and is designed to provide additional focus on key Company measures for top executives with senior management responsibility for total Company results. Awards granted under the PSP (“PSP Awards”) are made pursuant to authority delegated to the Compensation & Leadership Development Committee (the “C&LD Committee”) by the Board of Directors for determining compensation for the Company’s principal officers and for making awards under the Procter & Gamble 2009 Stock and Incentive Compensation Plan (the “2009 Plan”) or any successor stock plan approved in accordance with applicable listing standards. PSP Awards are Performance Awards (as defined in the 2009 Plan) and Performance-Based Compensation (as defined in Article 15 of The Procter & Gamble 2014 Stock and Incentive Compensation Plan (“the 2014 Plan”). I. ELIGIBILITY The Chairman of the Board and Chief Executive Officer and those principal officers at Band 7 or above recommended by management and approved by the C&LD Committee are eligible to participate (“Participants”). II. OVERVIEW PSP rewards Participants for Company performance against certain three-year performance goals in categories established by the C&LD Committee. The C&LD Committee sets these performance goals for each three-year period that begins on July 1 and ends on June 30 three years later (“Performance Period”). In the first year of each Performance Period, the C&LD Committee grants Performance Stock Units (“PSUs”) to Participants that will vest at the end of the Performance Period based on the Company’s performance relative to the pre-established performance goals (“Initial PSU Grant”). The number of PSUs that vest at the end of the Performance Period depends on the Company’s performance against the pre-established performance goals. Vested PSUs are converted into shares of the Company’s common stock (“Common Stock”) delivered to the applicable Participant within 60 days following the end of the Performance Period, or such later date as may be elected by the Participant in accordance with Section 409A of the Internal Revenue Code (“Section 409A”). III. THE INITIAL PSU GRANT The C&LD Committee has the sole discretion to establish the target award (“PSP Target”) for each Participant. The PSP Target will be a cash amount and will be the basis for the Initial PSU Grant. The C&LD Committee will make the Initial PSU Grant on the last business date in February (“Grant Date”) following the beginning of each Performance Period. The Initial PSU Grant will set forth a target and maximum number of PSUs. The Initial PSU Grant target will be determined by dividing the PSP Target by the closing price of the Company’s Common Stock on the New York Stock Exchange as of the close of business on the Grant Date, rounding to the nearest whole unit. The Initial PSU Grant maximum will be two times the Initial PSU Grant target.

The PSP Award is based on the Company’s performance in each of the following categories (each a “Performance Category”):

IV. PERFORMANCE CATEGORIES

· Organic sales growth (percentile rank in peer group)· Before-tax operating earnings growth

Within the first 90 days of each Performance Period, the C&LD Committee sets three-year performance goals (“Performance Goals”) for each Performance Category for such Performance Period and establishes a sliding scale to measure the Company’s performance against each Performance Goal in each Performance Category. The C&LD Committee uses the sliding scale to establish a payout factor between 0% and 200% for each Performance Category ( a “Sales Factor”, “Profit Factor”, “EPS Factor” and “Cash Flow Factor”, collectively, “Performance Factors”). In all cases, the C&LD Committee retains the discretion to include or exclude certain of the Performance Categories for purposes of determining the PSP Award. The C&LD Committee may reduce or eliminate any payment if it determines that such payout is inconsistent with long-term shareholders’ interests. V. PSU VESTING AND PAYMENT After the Performance Period is complete, the C&LD Committee will establish the Payout Factors for each of the Performance Categories based on the Company’s results versus the pre-established Performance Goals. The number of PSUs that vest as of June 30th at the end of the three year performance (“Vest Date”) will be determined by multiplying the average of the Performance Factors by the number of PSUs in the Initial PSU Grant target, rounding up to the nearest whole number. The number of PSUs that vest may be equal to, above or below the Initial PSU Grant target depending on the Company’s performance in the Performance Categories, but in no event more than the Initial PSU Grant maximum. Vested PSUs are converted into shares of Common Stock delivered to the applicable Participant within 60 days following the end of the Performance Period (“Original Settlement Date”), or such later date as may be elected by the Participant in accordance with Section 409A (“Agreed Settlement Date”).. VI. SEPARATION FROM THE COMPANY (Defined terms shall have the meaning designated in the 2014 Plan or related award documents) If the Participant’s Termination of Employment occurs for any reason before the Vest Date except for the reasons listed below, the Award will be forfeited.

VII. CHANGE IN CONTROL (Shall have the meaning in the applicable plan and comply with I.R.S. section 409A.) Notwithstanding the foregoing, if there is a Change in Control, all outstanding PSP Awards will vest at 100% of the Initial PSU Grant target (or 100% of the PSP Target if the Change in Control occurs prior to the Initial PSU Grant) and shall be paid in shares of Common Stock at the time of such Change in Control. VIII. GENERAL TERMS AND CONDITIONS

· Core earnings per share (EPS) growth· Free cash flow productivity

· Retirement or Separation with a Written Separation Agreement that provides for vesting of the Award prior to payment:

o The Participant must be an active employee through June 30th of the first year of the Performance Period.o The PSP Award will vest and be paid according to the terms and conditions set forth herein.o The Participant must comply with all terms and conditions set forth in the 2014 Plan, including those set forth in Article 6.

· Death prior to payment:o All PSP Awards will vest and be paid to the decedent’s estate according to the terms and conditions set forth herein, and

shall be subject to the terms and conditions set forth in the 2014 Plan, including those set forth in Article 6.

It shall be understood that the PSP does not give to any officer or employee any contract rights, express or implied, against any Company for any PSP Award, or for compensation in addition to the salary paid to him or her, or any right to question the action of the Board of Directors or the C&LD Committee. Each PSP Award made to an individual at Band 7 and above is subject to the Senior Executive Recoupment Policy adopted by the C&LD Committee in December 2006. To the extent applicable, it is intended that the PSP comply with the provisions of Section 409A. The PSP will be administered and interpreted in a manner consistent with this intent. Neither a Participant nor any of a Participant’s creditors or beneficiaries will have the right to subject any deferred compensation (within the meaning of Section 409A) payable under the PSP to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to a Participant under the PSP may not be reduced by, or offset against, any amount owing by a Participant to the Company. This program document may be amended at any time by the C&LD Committee. (Back To Top)

EXHIBIT 12


COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

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EXHIBIT 31.1

Section 7: EX-12 (RATIO OF EARNINGS TO FIXED CHARGES)

Years Ended June 30


2014 2013 2012 2011 2010 2014 2013

EARNINGS, AS DEFINED

Earnings from operations before income taxes after eliminating undistributed earnings of equity method investees $ 14,869 $ 14,783 $ 12,535 $ 14,759 $ 14,452 $ 2,795 $ 3,948 Fixed charges (excluding capitalized interest) 928 899 1,000 1,052 1,167 226 218

TOTAL EARNINGS, AS DEFINED $ 15,797 $ 15,682 $ 13,535 $ 15,811 $ 15,619 $ 3,021 $ 4,166

FIXED CHARGES, AS DEFINED

Interest expense (including capitalized interest) $ 789 $ 754 $ 844 $ 888 $ 1,014 $ 187 $ 185

1/3 of rental expense 174 171 176 170 176 44 42

TOTAL FIXED CHARGES, AS DEFINED $ 963 $ 925 $ 1,020 $ 1,058 $ 1,190 $ 231 $ 227 RATIO OF EARNINGS TO FIXED CHARGES 16.4x 17x 13.3x 14.9x 13.1x 13.1x 18.4x

Section 8: EX-31.1 (RULE 13A-14(A)/15D-14(A) CERTIFICATIONS-CHIEF EXECUTIVE OFFICER)

Rule 13a-14(a)/15d-14(a) Certifications

I, A.G. Lafley, certify that:

(Back To Top)

(1) I have reviewed this quarterly report on Form 10-Q of The Procter & Gamble Company;

(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(4) The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

(5) The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ A.G. LAFLEY

(A.G. Lafley)

Chairman of the Board, President and

Chief Executive Officer

October 24, 2014

Date

Section 9: EX-31.2 (RULE 13A-14(A)/15D-14(A) CERTIFICATIONS-CHIEF FINANCIAL OFFICER)

EXHIBIT 31.2

Rule 13a-14(a)/15d-14(a) Certifications

I, Jon R. Moeller, certify that:

(Back To Top)

(1) I have reviewed this quarterly report on Form 10-Q of The Procter & Gamble Company;

(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(4) The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

(5) The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ JON R. MOELLER

(Jon R. Moeller)

Chief Financial Officer

October 24, 2014

Date

Section 10: EX-32.1 (SECTION 1350 CERTIFICATIONS-CHIEF EXECUTIVE OFFICER)

EXHIBIT 32.1

Section 1350 Certifications

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of The Procter & Gamble Company (the “Company”) certifies to his knowledge that:

A signed original of this written statement required by Section 906 has been provided to The Procter & Gamble Company and will be retained by The Procter & Gamble Company and furnished to the Securities and Exchange Commission or its staff upon request.

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EXHIBIT 32.2

Section 1350 Certifications

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of The Procter & Gamble Company (the “Company”) certifies to his knowledge that:

A signed original of this written statement required by Section 906 has been provided to The Procter & Gamble Company and will be retained by The Procter & Gamble Company and furnished to the Securities and Exchange Commission or its staff upon request.

(1) The Quarterly Report on Form 10-Q of the Company for the quarterly period ended September 30, 2014 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in that Form 10-Q fairly presents, in all material respects, the financial conditions and results of operations of the Company.

/s/ A.G. LAFLEY

(A.G. Lafley)

Chairman of the Board, President and

Chief Executive Officer

October 24, 2014

Date

Section 11: EX-32.2 (SECTION 1350 CERTIFICATIONS-CHIEF FINANCIAL OFFICER)

(1) The Quarterly Report on Form 10-Q of the Company for the quarterly period ended September 30, 2014 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in that Form 10-Q fairly presents, in all material respects, the financial conditions and results of operations of the Company.

/s/ JON R. MOELLER

(Jon R. Moeller)

Chief Financial Officer

October 24, 2014

Date

(Back To Top)

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