Form 10-Q PROCTER & GAMBLE Co For: Dec 31

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January 27, 2015 4:05 PM EST

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

�

FORM 10-Q

�

(Mark one)



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

For the Quarterly Period Ended December�31, 2014

�



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

For the transition period from ��to

Commission file number 1-434

�

THE PROCTER�& GAMBLE COMPANY

(Exact name of registrant as specified in its charter)

�



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)

(513) 983-1100

(Registrants 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 � ��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 � ��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 12b-2 of the Exchange Act).

Large accelerated filer�� 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 �

There were 2,700,509,874 shares of Common Stock outstanding as of December�31, 2014.

PART I. FINANCIAL INFORMATION�

Item 1. ��Financial Statements

THE PROCTER�& GAMBLE COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EARNINGS



�	Three Months Ended December 31						�	Six Months Ended December 31
Amounts in millions except per share amounts	2014			�	2013		�	2014			�	2013
NET SALES	$	20,161		�	$	21,099	�	$	40,347		�	$	41,273
Cost of products sold	10,083			�	10,474		�	20,292			�	20,682
Selling, general and administrative expense	6,131			�	6,323		�	12,330			�	12,319
OPERATING INCOME	3,947			�	4,302		�	7,725			�	8,272
Interest expense	160			�	185		�	330			�	351
Interest income	34			�	22		�	65			�	44
Other non-operating income, net	19			�	43		�	40			�	48
EARNINGS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES	3,840			�	4,182		�	7,500			�	8,013
Income taxes on continuing operations	865			�	885		�	1,685			�	1,782
NET EARNINGS FROM CONTINUING OPERATIONS	2,975			�	3,297		�	5,815			�	6,231
NET EARNINGS/(LOSS) FROM DISCONTINUED OPERATIONS	(577		)	�	175		�	(1,397		)	�	298
NET EARNINGS	2,398			�	3,472		�	4,418			�	6,529
Less: Net earnings attributable to noncontrolling interests	26			�	44		�	56			�	74
NET EARNINGS ATTRIBUTABLE TO PROCTER & GAMBLE	$	2,372		�	$	3,428	�	$	4,362		�	$	6,455
�	�			�	�		�	�			�	�
BASIC NET EARNINGS PER COMMON SHARE ⁽¹⁾:	�			�	�		�	�			�	�
Earnings from continuing operations	$	1.06		�	$	1.18	�	$	2.08		�	$	2.21
Earnings/(loss) from discontinued operations	(0.21		)	�	0.06		�	(0.52		)	�	0.11
BASIC NET EARNINGS PER COMMON SHARE	0.85			�	1.24		�	1.56			�	2.32
DILUTED NET EARNINGS PER COMMON SHARE ⁽¹⁾:	�			�	�		�	�			�	�
Earnings from continuing operations	$	1.02		�	$	1.12	�	$	2.00		�	$	2.11
Earnings/(loss) from discontinued operations	(0.20		)	�	0.06		�	(0.49		)	�	0.10
DILUTED NET EARNINGS PER COMMON SHARE	0.82			�	1.18		�	1.51			�	2.21
DIVIDENDS PER COMMON SHARE	$	0.644		�	$	0.602	�	$	1.287		�	$	1.203
Diluted Weighted Average Common Shares Outstanding	2,885.2			�	2,908.5		�	2,886.8			�	2,916.4

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

See accompanying Notes to Consolidated Financial Statements.

THE PROCTER�& GAMBLE COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME



�	Three Months Ended December 31							�	Six Months Ended December 31
Amounts in millions	2014			�	2013			�	2014			�	2013
NET EARNINGS	$	2,398		�	$	3,472		�	$	4,418		�	$	6,529
OTHER COMPREHENSIVE INCOME/(LOSS), NET OF TAX	�			�	�			�				�	�
Financial statement translation	(2,091		)	�	431			�	(4,927		)	�	1,480
Hedges	365			�	(71		)	�	773			�	(310		)
Investment securities	1			�	(15		)	�	(2		)	�	(1		)
Defined benefit retirement plans	219			�	20			�	501			�	(36		)
TOTAL OTHER COMPREHENSIVE INCOME/(LOSS), NET OF TAX	(1,506		)	�	365			�	(3,655		)	�	1,133
TOTAL COMPREHENSIVE INCOME	892			�	3,837			�	763			�	7,662
Less: Total comprehensive income/(loss) attributable to noncontrolling interests	(18		)	�	50			�	(6		)	�	85
TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO P&G	$	910		�	$	3,787		�	$	769		�	$	7,577

See accompanying Notes to Consolidated Financial Statements.

THE PROCTER�& GAMBLE COMPANY AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

�

Amounts in millions

�

December�31, 2014

�

June�30, 2014

ASSETS

�

CURRENT ASSETS

�

Cash and cash equivalents

�

8,204

�

8,558

Available-for-sale investment securities

�

4,047

�

2,128

Accounts receivable

�

5,802

�

6,386

Inventories

�

Materials and supplies

�

1,775

�

1,742

Work in process

�

612

�

684

Finished goods

�

4,090

�

4,333

Total inventories

�

6,477

�

6,759

Deferred income taxes

�

816

�

1,092

Prepaid expenses and other current assets

�

3,679

�

3,845

Assets held for sale

�

4,153

�

2,849

TOTAL CURRENT ASSETS

�

33,178

�

31,617

PROPERTY, PLANT AND EQUIPMENT, NET

�

20,745

�

22,304

GOODWILL

�

48,875

�

53,704

TRADEMARKS AND OTHER INTANGIBLE ASSETS, NET

�

27,567

�

30,843

OTHER NONCURRENT ASSETS

�

5,898

�

5,798

TOTAL ASSETS

�

136,263

�

144,266

�

LIABILITIES AND SHAREHOLDERS EQUITY

�

CURRENT LIABILITIES

�

Accounts payable

�

7,733

�

8,461

Accrued and other liabilities

�

8,853

�

8,999

Liabilities held for sale

�

1,237

�

660

Debt due within one year

�

16,329

�

15,606

TOTAL CURRENT LIABILITIES

�

34,152

�

33,726

LONG-TERM DEBT

�

18,124

�

19,811

DEFERRED INCOME TAXES

�

9,552

�

10,218

OTHER NONCURRENT LIABILITIES

�

9,623

�

10,535

TOTAL LIABILITIES

�

71,451

�

74,290

SHAREHOLDERS EQUITY

�

Preferred stock

�

1,094

�

1,111

Common stock shares issued

December 2014

�

4,009.2

�

June 2014

�

4,009.2

�

4,009

�

4,009

Additional paid-in capital

�

63,814

�

63,911

Reserve for ESOP debt retirement

�

(1,332

)

�

(1,340

)

Accumulated other comprehensive income/(loss)

�

(11,317

)

�

(7,662

)

Treasury stock

�

(77,905

)

�

(75,805

)

Retained earnings

�

85,770

�

84,990

Noncontrolling interest

�

679

�

762

TOTAL SHAREHOLDERS EQUITY

�

64,812

�

69,976

TOTAL LIABILITIES AND SHAREHOLDERS EQUITY

�

136,263

�

144,266

See accompanying Notes to Consolidated Financial Statements.

THE PROCTER�& GAMBLE COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

�



�	Six Months Ended December 31
Amounts in millions	2014			�	2013
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	$	8,558		�	$	5,947
OPERATING ACTIVITIES	�			�	�
Net earnings	4,418			�	6,529
Depreciation and amortization	1,540			�	1,526
Share-based compensation expense	151			�	153
Deferred income taxes	31			�	(126		)
Gain on sale of businesses	(299		)	�	(5		)
Goodwill and indefinite-lived intangible asset impairment charges	1,713			�
Changes in:	�			�	�
Accounts receivable	(342		)	�	(376		)
Inventories	(506		)	�	(446		)
Accounts payable, accrued and other liabilities	243			�	(1,191		)
Other operating assets and liabilities	(164		)	�	(859		)
Other	283			�	138
TOTAL OPERATING ACTIVITIES	7,068			�	5,343
INVESTING ACTIVITIES	�			�	�
Capital expenditures	(1,642		)	�	(1,663		)
Proceeds from asset sales	3,648			�	15
Acquisitions, net of cash acquired	(112		)	�	1
Purchases of available-for-sale investment securities	(2,106		)	�
Proceeds from sales of available-for-sale investment securities	179			�
Change in other investments	(836		)	�	(149		)
TOTAL INVESTING ACTIVITIES	(869		)	�	(1,796		)
FINANCING ACTIVITIES	�			�	�
Dividends to shareholders	(3,614		)	�	(3,409		)
Change in short-term debt	352			�	(429		)
Additions to long-term debt	1,112			�	4,271
Reductions of long-term debt	(1,911		)	�	(3		)
Treasury stock purchases	(4,253		)	�	(4,004		)
Impact of stock options and other	2,009			�	937
TOTAL FINANCING ACTIVITIES	(6,305		)	�	(2,637		)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	(248		)	�	72
CHANGE IN CASH AND CASH EQUIVALENTS	(354		)	�	982
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	8,204		�	$	6,929

See accompanying Notes to Consolidated Financial Statements.

�

THE PROCTER�& GAMBLE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of Presentation

These statements should be read in conjunction with the Companys 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,""P&G," "we," or "our") contain all adjustments necessary to present fairly the financial position, results of operations and cash flows for the interim periods reported. However, the results of operations included in such financial statements may not necessarily be indicative of annual results.

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 and Batteries businesses are presented as discontinued operations and are excluded from segment results for all periods presented.

Following is a summary of segment results:



�	�	�	Three Months Ended December 31										�	Six Months Ended December 31
�	�	�	Net Sales		�	Earnings / (Loss) from Continuing Operations Before Income Taxes			�	Net Earnings / (Loss) from Continuing Operations			�	Net Sales		�	Earnings / (Loss) from Continuing Operations Before Income Taxes			�	Net Earnings / (Loss) from Continuing Operations
Beauty, Hair and Personal Care	2014	��	$	4,962	�	$	1,089		�	$	863		�	$	9,819	�	$	2,015		�	$	1,573
�	2013	��	5,284		�	1,160			�	927			�	10,187		�	2,069			�	1,617
Grooming	2014	��	2,007		�	713			�	544			�	3,948		�	1,334			�	1,010
�	2013	��	2,118		�	730			�	553			�	4,074		�	1,331			�	1,006
Health Care	2014	��	2,088		�	514			�	369			�	4,099		�	973			�	691
�	2013	��	2,153		�	525			�	374			�	4,047		�	909			�	639
Fabric Care and Home Care	2014	��	5,775		�	1,083			�	706			�	11,708		�	2,164			�	1,425
�	2013	��	6,022		�	1,149			�	751			�	12,032		�	2,331			�	1,534
Baby, Feminine and Family Care	2014	��	5,217		�	1,117			�	760			�	10,539		�	2,319			�	1,585
�	2013	��	5,323		�	1,099			�	765			�	10,570		�	2,181			�	1,490
Corporate	2014	��	112		�	(676		)	�	(267		)	�	234		�	(1,305		)	�	(469		)
�	2013	��	199		�	(481		)	�	(73		)	�	363		�	(808		)	�	(55		)
Total Company	2014	��	$	20,161	�	$	3,840		�	$	2,975		�	$	40,347	�	$	7,500		�	$	5,815
�	2013	��	21,099		�	4,182			�	3,297			�	41,273		�	8,013			�	6,231

�

Amounts in millions of dollars unless otherwise specified.

4. Goodwill and Other Intangible Assets

Goodwill is allocated by reportable segment as follows:



�	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		�	$	1,981		�	$	4,910		�	$	2,554		�	$	53,704
Acquisitions, divestitures and discontinued operations ⁽¹⁾				�				�				�	(2		)	�				�	(2,515		)	�	(2,517		)
Translation and other	(926		)	�	(820		)	�	(246		)	�	(64		)	�	(217		)	�	(39		)	�	(2,312		)
GOODWILL at December 31, 2014	$	16,114		�	$	20,119		�	$	6,034		�	$	1,915		�	$	4,693		�	$			�	$	48,875

⁽¹⁾Includes $1.6 billion of impairment charges related to the Batteries business which is included in discontinued operations (see Note 11).

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 the China-based battery joint venture 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 quarter ended September 30, 2014 to sell the China-based battery joint venture was at a transaction value that was 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 supported the remaining carrying amount of the Batteries business. Due largely to these factors, we recorded a non-cash, before and after-tax impairment charge of $863 in the quarter ended September 30, 2014 to reduce the carrying amount of goodwill for the Batteries business unit to its estimated fair value. These same factors resulted in a decline in the fair value of our Duracell trade name 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. Both of these charges were reclassified to discontinued operations during the quarter ended December 31, 2014.

In November 2014, the Company reached an agreement to divest the Batteries business via a split transaction in an exchange of a recapitalized Duracell Company for Berkshire Hathaway's (BH) shares of P&G stock (see Note 11). Based on the terms of the agreement and the value of BH's shares of P&G stock, the Company recorded a non-cash, before and after-tax impairment charge of $740 as part of discontinued operations during the quarter ended December 31, 2014 to adjust Duracell goodwill based on the expected transaction value. The remaining Batteries goodwill at December 31, 2014 is reported in Assets held for sale in the Consolidated Balance Sheets.

As previously disclosed in our Annual Report on Form 10-K for the fiscal year ended June 30, 2014, we recorded goodwill impairment charges during fiscal 2012 and 2013 in our Appliances business, which is included in the Grooming reportable segment. The most recent impairment charge in fiscal 2013, which also included an impairment of the Braun trade name intangible asset, was driven by the devaluation of the currency in Japan, a key country that generates a significant portion of the earnings of the Appliances business. While the recent underlying business results of the Appliances business have equaled or exceeded the projections used in the fiscal 2013 and 2014 impairment valuations, the currency in Japan has continued to devalue relative to the currencies in which the related assets are recorded. The estimated fair value of the Appliances business still exceeds the underlying carrying value, but as a result of the continued Japan currency devaluation, the fair value cushion has been reduced to approximately 5%.

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 for the Batteries business are included in discontinued operations, along with the underlying Batteries business results.

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.�

Amounts in millions of dollars unless otherwise specified.

The second step of the impairment analysis for the Batteries impairment in the quarter ended December 31, 2014 also considered the structure and value of the divestiture agreement with BH. The final transaction value will depend on the value of BH's shares of the Company as of the closing date, which is expected to occur in the second half of calendar 2015. Accordingly, if the value of such shares declines between the transaction signing and closing dates, we may need to record additional non-cash impairment charges as part of discontinued operations in the future.

In addition to the discontinued operations impacts, goodwill decreased from June 30, 2014 due to currency translation across all reportable segments.

Identifiable intangible assets at December 31, 2014 are comprised of:



�	Gross Carrying Amount		�	Accumulated Amortization
Intangible assets with determinable lives	$	8,581	��	$	(4,984	)
Intangible assets with indefinite lives	23,970		��
Total identifiable intangible assets	$	32,551	��	$	(4,984	)

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 December�31, 2014 and 2013 was $116 and $129, respectively. For the six months ended December 31, 2014 and 2013, the amortization of intangibles was $235 and $263, respectively.

5. Share-Based Compensation and Postretirement Benefits

Total share-based compensation expense for the three months ended December 31, 2014 and 2013 was $70 and $69, respectively. Total share-based compensation expense for the six months ended December 31, 2014 and 2013 was $151 and $153, respectively.

The Company offers various postretirement benefits to its employees. The total net periodic benefit cost for pension benefits for the three months ended December 31, 2014 and 2013 was $111 and $107, respectively. The total net periodic benefit cost for pension benefits for the six months ended December 31, 2014 and 2013 was $228 and $211, respectively. The total net periodic benefit cost for other retiree benefits for the three months ended December 31, 2014 and 2013 was $6 and $14, respectively. The total net periodic benefit cost for other retiree benefits for the six months ended December 31, 2014 and 2013 was $10 and $27, 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 December 31, 2014.

The following table sets forth the Companys financial assets as of December�31, 2014 and June�30, 2014 that are measured at fair value on a recurring basis during the period:

�

Amounts in millions of dollars unless otherwise specified.



�	�	Fair�Value�Asset
�	�	December 31, 2014		�	June 30, 2014
Investments	�	�		�	�
U.S. government securities	��	$	3,077	�	$	1,631
Corporate bond securities	�	970		�	497
Other investments	�	29		�	30
Total	�	$	4,076	�	$	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 $300 as of December 31, 2014 and $0 as of June 30, 2014. The amortized cost of U.S. government securities with maturities between one and five years was $2,793 as of December 31, 2014 and $1,649 as of June 30, 2014. The amortized cost of Corporate bond securities with maturities of less than a year was $91 as of December 31, 2014 and $39 as of June 30, 2014. The amortized cost of Corporate bond securities with maturities between one and five years was $883 as of December 31, 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 $25,117 and $26,429 at December 31, 2014 and June 30, 2014, respectively. This includes the current portion ($4,312 and $4,400 as of December 31, 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 $2,240 and $1,682 at December 31, 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 December�31, 2014 and June�30, 2014:

�

Notional Amount

�

Fair�Value�Asset/(Liability)

�

December�31, 2014

�

June�30, 2014

�

December�31, 2014

�

June�30, 2014

Derivatives in Cash Flow Hedging Relationships

�

Foreign currency contracts

951

�

951

��

300

�

187

Derivatives in Fair Value Hedging Relationships

�

Interest rate contracts

8,128

�

9,738

�

251

�

168

Derivatives in Net Investment Hedging Relationships

�

Net investment hedges

855

�

831

�

164

�

Derivatives Not Designated as Hedging Instruments

�

Foreign currency contracts

8,714

�

12,111

�

(143

)

�

(42

)

��

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.

Amounts in millions of dollars unless otherwise specified.



�	Amount�of�Gain�(Loss)�Recognized�in Accumulated�OCI�on�Derivatives�(Effective�Portion)
�	December�31, 2014		�	June�30, 2014
Derivatives in Cash Flow Hedging Relationships	�		�	�
Interest rate contracts	$	1	�	$	3
Foreign currency contracts	8		�	14
Total	$	9	�	$	17
Derivatives in Net Investment Hedging Relationships	�		�	�
Net investment hedges	$	103	�	$	30

The effective portion of gains and losses on derivative instruments that was recognized in other comprehensive income (OCI) during the six months ended December�31, 2014 and 2013 was not material. During the next 12 months, the amount of the December�31, 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 and six months ended December�31, 2014 and 2013 are as follows:

�



�	Amount�of�Gain/(Loss)�Reclassified from�Accumulated�OCI�into Income
�	Three Months Ended December 31							�	Six Months Ended December 31
�	2014			�	2013			�	2014			�	2013
Derivatives in Cash Flow Hedging Relationships�⁽¹⁾	�			�	�			�	�			�	�
Interest rate contracts	$	1		�	$	1		�	$	3		�	$	3
Foreign currency contracts	66			�	58			�	128			�	56
Total	$	67		�	$	59		�	$	131		�	$	59
�	�			�	�			�	�			�	�
�	Amount of�Gain/(Loss)�Recognized�in Income
�	Three Months Ended December 31							�	Six Months Ended December 31
�	2014			�	2013			�	2014			�	2013
Derivatives in Fair Value Hedging Relationships�⁽²⁾	�			�	�			�	�			�	�
Interest rate contracts	$	60		�	$	(84	)	�	83			�	(113		)
Debt	(60		)	�	84			�	(83		)	�	113
Total	$			�	$			�	$			�	$
Derivatives in Net Investment Hedging Relationships^�(2)	�			�	�			�	�			�	�
Net investment hedges	$			�	$			�	$	(1	)	�	$
Derivatives Not Designated as Hedging Instruments^�(3)	�			�	�			�	�			�	�
Foreign currency contracts	$	(316	)	�	$	(26	)	�	$	(729	)	�	$	83

⁽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. This gain or loss substantially offsets the foreign currency mark-to-market impact of the related exposure.

Amounts in millions of dollars unless otherwise specified.

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):



�	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⁾	902			�				�	355			�	(4,927		)	�	(3,670		)
�	Amounts reclassified out of AOCI	(129		)	�	(2		)	�	146			�				�	15
�	Net current period OCI	773			�	(2		)	�	501			�	(4,927		)	�	(3,655		)
�	Balance at December 31, 2014	$	(3,103	)	�	$	(20	)	�	$	(4,664	)	�	$	(3,530	)	�	$	(11,317	)

⁽¹⁾ Net of tax (benefit)/expense of $470, $1 and $138 for hedges, investment securities, and pension and other retiree benefits plans, respectively.



Reclassifications Out of Accumulated Other Comprehensive Income / (Loss)
�	Three Months Ended December 31							�	Six Months Ended December 31
�	2014			�	2013			�	2014			�	2013
Hedges ⁽¹⁾	�			�	�			�	�			�	�
Interest rate contracts	$	1		�	$	1		�	$	3		�	$	3
Foreign currency contracts	66			�	58			�	128			�	56
Total before-tax	67			�	59			�	131			�	59
Tax (expense)/benefit	(1		)	�	(1		)	�	(2		)	�	(1		)
Net of tax	66			�	58			�	129			�	58
�	�			�	�			�	�			�	�
Gains and (losses) on Investment Securities ⁽²⁾	3			�	16			�	3			�	16
Tax (expense)/benefit	(1		)	�	(6		)	�	(1		)	�	(6		)
Net of tax	2			�	10			�	2			�	10
�	�			�	�			�	�			�	�
Pension and Other Retiree Benefits ⁽³⁾	�			�	�			�	�			�	�
Amortization of deferred amounts	(2		)	�	(2		)	�	(5		)	�	(3		)
Recognized net actuarial gains/(losses)	(97		)	�	(84		)	�	(197		)	�	(165		)
Total before-tax	(99		)	�	(86		)	�	(202		)	�	(168		)
Tax (expense)/benefit	28			�	22			�	56			�	46
Net of tax	(71		)	�	(64		)	�	(146		)	�	(122		)
Total reclassifications, net of tax	$	(3	)	�	$	4		�	$	(15	)	�	$	(54	)

⁽¹⁾ See Note 6 for classification of these items in the Consolidated Statement of Earnings.

⁽²⁾ Reclassified from AOCI into Other non-operating income, net.

⁽³⁾ Reclassified from AOCI into Cost of products sold and SG&A. These components are included in net periodic pension cost.

Amounts in millions of dollars unless otherwise specified.

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 December 31, 2014									�	Three Months Ended December 31, 2013
CONSOLIDATED AMOUNTS		Continuing Operations			Discontinued Operations			Total			�	Continuing Operations			Discontinued Operations			Total
Net earnings		$	2,975		$	(577	)	$	2,398		�	$	3,297		$	175		$	3,472
Net earnings attributable to noncontrolling interests		(24		)	(2		)	(26		)	�	(39		)	(5		)	(44		)
Net earnings attributable to P&G (Diluted)		$	2,951		$	(579	)	$	2,372		�	$	3,258		$	170		$	3,428
Preferred dividends, net of tax benefit		(70		)				(70		)	�	(67		)				(67		)
Net earnings attributable to P&G available to Common Shareholders (Basic)		$	2,881		$	(579	)	$	2,302		�	$	3,191		$	170		$	3,361
�	�	�			�			�			�	�			�			�
SHARES IN MILLIONS		�			�			�			�	�			�			�
Basic weighted average common shares outstanding		2,705.7			2,705.7			2,705.7			�	2,719.2			2,719.2			2,719.2
Effect of dilutive securities		�			�			�			�	�			�			�
�	Conversion of preferred shares ⁽¹⁾	109.1			109.1			109.1			�	112.7			112.7			112.7
�	Exercise of stock options and other unvested equity awards ⁽²⁾	70.4			70.4			70.4			�	76.6			76.6			76.6
Diluted weighted average common shares outstanding		2,885.2			2,885.2			2,885.2			�	2,908.5			2,908.5			2,908.5
�	�	�			�			�			�	�			�			�
PER SHARE AMOUNTS�⁽³⁾		�			�			�			�	�			�			�
Basic net earnings per common share		$	1.06		$	(0.21	)	$	0.85		�	$	1.18		$	0.06		$	1.24
Diluted net earnings per common share		$	1.02		$	(0.20	)	$	0.82		�	$	1.12		$	0.06		$	1.18
�	�	�			�			�			�	�			�			�
�		Six Months Ended December 31, 2014									�	Six Months Ended December 31, 2013
CONSOLIDATED AMOUNTS		Continuing Operations			Discontinued Operations			Total			�	Continuing Operations			Discontinued Operations			Total
Net earnings		$	5,815		$	(1,397	)	$	4,418		�	$	6,231		$	298		$	6,529
Net earnings attributable to noncontrolling interests		(50		)	(6		)	(56		)	�	(64		)	(10		)	(74		)
Net earnings attributable to P&G (Diluted)		$	5,765		$	(1,403	)	$	4,362		�	$	6,167		$	288		$	6,455
Preferred dividends, net of tax benefit		(130		)				(130		)	�	(125		)				(125		)
Net earnings attributable to P&G available to Common Shareholders (Basic)		$	5,635		$	(1,403	)	$	4,232		�	$	6,042		$	288		$	6,330
�	�	�			�			�			�	�			�			�
SHARES IN MILLIONS		�			�			�			�	�			�			�
Basic weighted average common shares outstanding		2,708.2			2,708.2			2,708.2			�	2,727.2			2,727.2			2,727.2
Effect of dilutive securities		�			�			�			�	�			�			�
�	Conversion of preferred shares ⁽¹⁾	109.7			109.7			109.7			�	113.1			113.1			113.1
�	Exercise of stock options and other unvested equity awards^�(2)	68.9			68.9			68.9			�	76.1			76.1			76.1
Diluted weighted average common shares outstanding		2,886.8			2,886.8			2,886.8			�	2,916.4			2,916.4			2,916.4
�	�	�			�			�			�	�			�			�
PER SHARE AMOUNTS�⁽³⁾		�			�			�			�	�			�			�
Basic net earnings per common share		$	2.08		$	(0.52	)	$	1.56		�	$	2.21		$	0.11		$	2.32
Diluted net earnings per common share		$	2.00		$	(0.49	)	$	1.51		�	$	2.11		$	0.10		$	2.21

Amounts in millions of dollars unless otherwise specified.


⁽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⁾�

Less than 1 million in the three and six months ended December 31, 2014 and less than 1 million in the three and six months ended December 31, 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 include 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%. Through December 31, 2014, the Company reduced non-manufacturing enrollment by approximately 10,400, or approximately 18%. 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 and six month periods ended December 31, 2014, the Company incurred total restructuring charges of approximately $183 and $341, respectively. For the three and six month periods ended December 31, 2014 approximately $80 and $126 of these charges were recorded in SG&A, respectively. For the three and six month periods ended December 31, 2014 approximately $97 and $208 of these charges were recorded in cost of products sold, respectively. The remainder is included in discontinued operations. The following table presents restructuring activity for the six months ended December 31, 2014:



�	�		�	�		�	�		�	For the Six Months Ended December 31, 2014							�	�
�	Accrual Balance June 30, 2014		�	Charges Previously Reported (Three Months Ended September 30, 2014)		�	Charges for the Three Months Ended December 31, 2014		�	Cash Spent			�	Charges Against Assets			�	Accrual Balance December 31, 2014
Separations	$	353	�	$	81	�	$	98	�	$	(200	)	�				�	$	332
Asset-Related Costs			�	50		�	40		�				�	(90		)	�
Other Costs	28		�	27		�	45		�	(80		)	�				�	20
Total	$	381	�	$	158	�	$	183	�	$	(280	)	�	$	(90	)	�	$	352

Separation Costs

Employee separation charges for the three and six month periods ended December 31, 2014 relate to severance packages for approximately 840 and 1,490 employees, respectively. Separations related to non-manufacturing employees were approximately 500 and 690 employees for the three and six month periods ended December 31, 2014, respectively. 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 10,970 employees, of which approximately 6,970 are non-manufacturing overhead personnel.

Amounts in millions of dollars unless otherwise specified.

�

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



�	Three Months Ended December 31		�	Six Months Ended December 31
�	2014		�	2014
Beauty, Hair and Personal Care	$	32	�	$	68
Grooming	8		�	21
Health Care	4		�	6
Fabric Care and Home Care	32		�	54
Baby, Feminine and Family Care	26		�	66
Corporate^�(1)	81		�	126
Total Company	$	183	�	$	341

⁽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 $237 as of December 31, 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

Amounts in millions of dollars unless otherwise specified.

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.

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

During the quarter ended September 30, 2014, the Company reached an agreement to sell its interest in a China-based battery joint venture. This transaction closed during the quarter ended December 31, 2014, resulting in proceeds of approximately $560. In November 2014, the Company reached an agreement to divest the remainder of its Batteries business to Berkshire Hathaway (BH) via a split transaction, in which the Company will exchange a recapitalized Duracell Company for BH's shares of P&G stock. As of the date the transaction was signed, BH's shares were valued at approximately $4.7 billion. The Company expects to contribute approximately $1.8 billion in cash to the Duracell Company in the pre-transaction recapitalization, subject to final working capital adjustments. The Company recorded goodwill and indefinite-lived asset impairment charges during the six months ended December 31, 2014 which reflected the total estimated proceeds from the divestiture transactions (see Note 4). Since the number of shares of P&G stock the Company will receive in the Duracell transaction is fixed, the total value to be received in the transaction will be based on the Company's share price as of the closing date, which is expected to occur by the end of calendar 2015. Accordingly, any increase or decrease in the Company's share price between the transaction signing and closing dates will ultimately be reflected in earnings from discontinued operations as a gain or loss on divestiture.

The Batteries business had historically been part of the Company's Fabric Care and Home Care reportable segment. In accordance with applicable accounting guidance for the disposal of long-lived assets, the results of the Batteries 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 Batteries balance sheet positions as of December 31, 2014 are presented as Assets and Liabilities held for sale in the Consolidated Balance Sheets.

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 were not included in the agreement with Mars. In December 2014, the Company completed the divestiture of its Pet Care operations in Western Europe to Spectrum Brands in an all-cash transaction. Under the terms of the agreement, Spectrum Brands acquired our branded pet care products, our manufacturing facility in the Netherlands, and the majority of the employees working in the Western Europe Pet Care business. The one-time impact of these transactions is not material.

The Pet Care business had historically been part of the Companys 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 December 31, 2014 and June 30, 2014 are presented as Assets and Liabilities held for sale in the Consolidated Balance Sheets.

Amounts in millions of dollars unless otherwise specified.

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



�	Three Months Ended December 31
�	2014											�	2013
�	Pet Care			�	Batteries			�	Total			�	Pet Care			�	Batteries			�	Total
Net sales	$	72		�	$	782		�	$	854		�	$	383		�	$	798		�	$	1,181
Earnings before impairment charges and income taxes	(5		)	�	257			�	252			�	29			�	220			�	249
Impairment charges				�	(740		)	�	(740		)	�				�				�
Income tax expense				�	(103		)	�	(103		)	�	(11		)	�	(63		)	�	(74		)
Gain on sale before income taxes	13			�				�	13			�				�				�
Income tax expense on sale	1			�				�	1			�				�				�
Net earnings from discontinued operations	$	9		�	$	(586	)	�	$	(577	)	�	$	18		�	$	157		�	$	175



�	Six Months Ended December 31
�	2014											�	2013
�	Pet Care			�	Batteries			�	Total			�	Pet Care			�	Batteries			�	Total
Net sales	$	235		�	$	1,388		�	$	1,623		�	$	758		�	$	1,454		�	$	2,212
Earnings before impairment charges and income taxes	14			�	393			�	407			�	60			�	370			�	430
Impairment charges				�	(1,713		)	�	(1,713		)	�				�				�
Income tax expense	(6		)	�	(103		)	�	(109		)	�	(24		)	�	(108		)	�	(132		)
Gain on sale before income taxes	205			�				�	205			�				�				�
Income tax expense on sale	(187		)	�				�	(187		)	�				�				�
Net earnings from discontinued operations	$	26		�	$	(1,423	)	�	$	(1,397	)	�	$	36		�	$	262		�	$	298

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



�	December 31, 2014					�	June 30, 2014
�	Pet Care		�	Batteries		�	Pet Care
Cash	$		�	$	32	�	$
Accounts receivable			�	328		�
Inventories	16		�	317		�	122
Prepaid expenses and other current assets			�	27		�	14
Property, plant and equipment, net			�	472		�	441
Goodwill and intangible assets, net			�	2,941		�	2,258
Other noncurrent assets			�	20		�	14
Total assets held for sale	$	16	�	$	4,137	�	$	2,849
�	�		�	�		�	�
Accounts payable	$		�	$	169	�	$	63
Accrued and other liabilities			�	225		�	13
Long-term debt			�	32		�
Noncurrent deferred tax liabilities			�	811		�	584
Total liabilities held for sale	$		�	$	1,237	�	$	660

Amounts in millions of dollars unless otherwise specified.

Item�2.��Managements 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 expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from those expressed or implied in 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:


"	Overview


"	Summary of Results - Six Months Ended December�31, 2014


"	Economic Conditions, Challenges and Risks


"	Results of Operations Three and Six Months Ended December�31, 2014


"	Business Segment Discussion Three and Six Months Ended December�31, 2014


"	Financial Condition


"	Reconciliation of Non-GAAP Measures

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 is free cash flow excluding tax payments for the Pet Care divestiture. Adjusted free cash flow productivity is the ratio of free cash flow to net earnings excluding impairment charges on the Batteries business. 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.

On November 13, 2014, the Company announced that it plans to divest the Duracell business via a split transaction with Berkshire Hathaway, in which it will exchange a recapitalized Duracell Company for Berkshire Hathaways shares of Procter & Gamble stock. The Company had previously announced an agreement to divest its controlling interest in a Chinese batteries venture, which represents the balance of the Companys Batteries business. That transaction was completed during the quarter ended December, 31 2014. The Company expects to complete the Duracell transaction in the second half of calendar year 2015, pending necessary regulatory approvals. The Batteries business had historically been part of the Companys Fabric Care and Home Care reportable segment. In accordance with applicable accounting guidance for the disposal of long-lived assets, the results of the Batteries business is now presented as discontinued operations and, as such, is excluded from both continuing operations and segment results. Additionally, the Batteries balance sheet positions as of December 31, 2014 are presented as held for sale in the Consolidated Balance Sheet.

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



Reportable�Business Segment	GBUs (Categories)	Billion Dollar Brands
Beauty, Hair and Personal Care	Skin and Personal Care (Antiperspirant and Deodorant, Personal Cleansing, Skin Care); Cosmetics; 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)	Ariel, Dawn, Downy, 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

The following table provides the percentage of net sales and net earnings by reportable business segment for the three months ended December�31, 2014 (excluding net sales and net earnings in Corporate):



�	Three Months Ended December 31, 2014
�	Net�Sales	�	Net�Earnings
Beauty, Hair and Personal Care	25%	�	27%
Grooming	10%	�	17%
Health Care	10%	�	11%
Fabric Care and Home Care	29%	�	22%
Baby, Feminine and Family Care	26%	�	23%
Total	100%	�	100%

The following table provides the percentage of net sales and net earnings by reportable business segment for the six months ended December�31, 2014 (excluding net sales and net earnings in Corporate):



�	Six Months Ended December 31, 2014
�	Net�Sales	�	Net�Earnings
Beauty, Hair and Personal Care	25%	�	25%
Grooming	10%	�	16%
Health Care	10%	�	11%
Fabric Care and Home Care	29%	�	23%
Baby, Feminine and Family Care	26%	�	25%
Total	100%	�	100%

SUMMARY OF RESULTS

Following are highlights of results for the six months ended December�31, 2014 versus the six months ended December�31, 2013:


"	Net sales decreased 2% versus the previous year to $40.3 billion. Organic sales, which exclude the impacts of acquisitions, divestitures and foreign exchange, were up 2%. Organic sales decreased 1% in Beauty, Hair, and Personal Care and increased 1% in Grooming, 3% in Health Care, 2% in Fabric Care and Home Care and 4% in Baby, Feminine and Family Care.


"	Unit volume was unchanged. Volume grew low single digits in Fabric and Home Care and Health 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 from continuing operations were $5.8 billion, a decrease of $416 million or 7% versus the prior year period. This decrease was driven primarily by reduced net sales and foreign currency charges, including a $104 million after-tax charge related to balance sheet remeasurements in Venezuela.


"	Diluted net earnings per share from continuing operations decreased 5% to $2.00.

Net earnings attributable to Procter & Gamble were $4.4 billion, a decrease of $2.1 billion, or 32% versus the prior year period. This was primarily driven by a non-cash, after-tax impairment charge of $1.7 billion related to the goodwill and indefinite-lived intangible assets in our Batteries business (reflected in Earnings from Discontinued Operations) and the reduction in net earnings from continuing operations.


"	Core net earnings per share, which excludes discontinued operations, incremental restructuring charges, a balance sheet remeasurement charge from Venezuela and charges for European legal matters decreased 3% to $2.10.


"	Operating cash flow was $7.1 billion. Adjusted free cash flow, which is operating cash flow less capital expenditures and excluding tax payments for the Pet divestiture, was $5.8 billion. Adjusted free cash flow productivity, which is the ratio of adjusted free cash flow to net earnings excluding impairment charges on the Batteries business and tax payments for the Pet Care divestiture, was 95%.

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 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 December�31, 2014

The following discussion provides a review of results for the three months ended December�31, 2014 versus the three months ended December�31, 2013.

�



�	Three Months Ended December 31
Amounts in millions, except per share amounts	2014			�	2013			�	%�CHG
Net sales	$	20,161		�	$	21,099		�	(4	)%
Operating income	3,947			�	4,302			�	(8	)%
Net earnings from continuing operations	2,975			�	3,297			�	(10	)%
Net earnings from discontinued operations	(577		)	�	175			�	(430	)%
Net earnings attributable to Procter & Gamble	2,372			�	3,428			�	(31	)%
Diluted net earnings per common share	0.82			�	1.18			�	(31	)%
Diluted net earnings per share from continuing operations	1.02			�	1.12			�	(9	)%
Core earnings per common share	1.06			�	1.15			�	(8	)%
�
�	�			�	�			�	�
COMPARISONS AS A % OF NET SALES	2014			�	2013			�	Basis Pt Chg
Gross margin	50.0		%	�	50.4		%	�	(40	)
Selling, general & administrative expense	30.4		%	�	30.0		%	�	40
Operating margin	19.6		%	�	20.4		%	�	(80	)
Earnings before income taxes	19.0		%	�	19.8		%	�	(80	)
Net earnings attributable to Procter & Gamble	11.8		%	�	16.2		%	�	(440	)

�

Net Sales

Net sales decreased 4% to $20.2 billion for the second quarter on unit volume that was unchanged versus the prior year period. Volume grew low single digits in Fabric Care and Home Care. Volume decreased low single digits in Beauty, Hair and Personal Care, Health Care, and Grooming. Volume was unchanged in Baby, Feminine and Family Care. Volume increased low single digits in developed regions and decreased low single digits in developing regions. Higher pricing, primarily to offset inflation and devaluation, increased net sales by 1%. The impact of favorable geographic and product mix also increased net sales by 1%, due to disproportionate growth in developed regions and in higher priced product categories such as Baby Care and Oral Care. Unfavorable foreign exchange reduced net sales by 5% and the mix impact of minor brand divestitures reduced net sales by 1%. Organic sales grew 2% driven by pricing and mix.



�	Net Sales Change Drivers 2014 vs. 2013 (Three Months Ended December 31)
�	Volume�with Acquisitions &�Divestitures	�	Volume Excluding Acquisitions &�Divestitures	�	Foreign Exchange	�	Price	�	Mix	�	Other*	�	Net�Sales Growth
Beauty, Hair and Personal Care	-2%	�	-2%	�	-4%	�	1%	�	0%	�	-1%	�	-6%
Grooming	-2%	�	-2%	�	-7%	�	4%	�	0%	�	0%	�	-5%
Health Care	-2%	�	-2%	�	-4%	�	0%	�	3%	�	0%	�	-3%
Fabric Care and Home Care	2%	�	2%	�	-6%	�	1%	�	0%	�	-1%	�	-4%
Baby, Feminine and Family Care	0%	�	0%	�	-6%	�	1%	�	3%	�	0%	�	-2%
TOTAL COMPANY	0%	�	0%	�	-5%	�	1%	�	1%	�	-1%	�	-4%

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 decreased 40 basis points to 50.0% of net sales for the quarter. Gross margin was negatively impacted by a 50 basis point impact from higher commodity costs, a 60 basis point impact from unfavorable foreign exchange, a 110 basis point impact from unfavorable geographic and product mix, primarily from a decline in the Prestige business and within the Fabric Care and Home Care segment, and to a lesser extent from capacity investments and higher restructuring costs. These impacts were partially offset by a 190 basis point positive impact from manufacturing cost savings and a 60 basis point benefit from higher pricing.

Total selling, general and administrative expenses (SG&A) decreased 3% to $6.1 billion, with reduced overhead and marketing spending being partially offset by increased foreign exchange costs. SG&A as a percentage of net sales increased 40 basis points to 30.4%, due largely to the negative scale impacts from reduced sales. Marketing spending as a percentage of net sales decreased 50 basis points behind efficiency efforts, primarily in non-media spending areas. Overhead costs as a percentage of net sales increased 20 basis points, as productivity savings in overhead spending were more than offset by wage inflation and investments in research and development. Foreign exchange transactional charges added approximately 70 basis points to SG&A as a percentage of net sales. These transactional charges primarily include the impacts of revaluing receivables and payables from transactions denominated in a currency other than a local entitys functional currency.

Non-Operating Expenses and Income

Interest expense was $160 million for the quarter, a decrease of $25 million versus the prior year period due to lower total debt and a decrease in weighted average interest rates. Interest income was $34 million for the quarter, an increase of $12 million versus the prior year due to an increase in cash, cash equivalents and investment securities. Other non-operating income decreased $24 million to $19 million.

Income Taxes

The effective tax rate on continuing operations increased 130 basis points to 22.5% primarily due to the unfavorable geographic mix of earnings. The current year rate also increased 30 basis points due to the net impact of favorable discrete adjustments related to uncertain income tax positions (which netted to 220 basis points in the current year versus 250 basis points in the prior year). These impacts were partially offset by the impact of U.S. corporate tax law changes effective in the current period.

Net Earnings from Continuing Operations

Net earnings from continuing operations decreased $322 million or 10% for the quarter. This decline was caused primarily by the reduction in net sales and an 80 basis point reduction in operating income margin, driven by the gross margin decline and the increase in SG&A as a percentage of net sales (both discussed above). Foreign exchange impacts reduced net earnings by about $450 million for the quarter due to weakening of certain key currencies against the U.S. dollar, primarily in Russia, the Ukraine, Venezuela and Argentina. This impact includes both transactional charges as discussed above in Operating Costs and translational impacts from converting earnings from foreign subsidiaries to U.S. dollars. Diluted net earnings per share from continuing operations decreased 9% to $1.02 due to reduced net sales and operating income margin.

Discontinued Operations

The company incurred a net loss from discontinued operations of $577 million in the current period, versus net earnings of $175 million in the prior year. The decline was driven primarily by current year after-tax impairment charges of $740 million (see Note 4 to the Consolidated Financial Statements).

Net Earnings

Net earnings attributable to Procter & Gamble decreased $1.1 billion or 31% to $2.4 billion for the quarter. The decline was due to the $740 million impairment charge in discontinued operations discussed above and the reduction in net earnings from continuing operations. Diluted net earnings per share declined 31% to $0.82. Core net earnings per share decreased 8% to $1.06. Core net earnings per share for the quarter represents diluted net earnings per share from continuing operations excluding incremental restructuring charges related to our productivity and cost savings plan and charges related to European legal matters in both periods.

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 December 31, 2014.� The government introduced a third exchange mechanism, referred to as SICAD II, which is also an auction-based program currently trading at 52.1 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 our 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 December 31, 2014, the Company had net monetary assets denominated in local currency of approximately $1,060 million. Approximately $600 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 increased approximately $30 million versus June 30, 2014, as the remeasurement of balances from the preferential CENCOEX rate to the SICAD I rate and a devaluation of the SICAD I rate during the fiscal year to date period was more than offset by earnings in Venezuela and delayed timing of CENCOEX payments.

Other controls imposed by the Venezuelan government include import authorization controls, currency exchange and payment controls, price controls and recently enacted profit margin controls. While government restrictions and exchange rate mechanisms place some limits on our business decisions, the consolidated financial statements reflect our Venezuela operations as a controlled subsidiary. We will continue to monitor developments in Venezuela to assess if government restrictions and exchange rate controls evolve such that we no longer have effective control of business operations.

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.

RESULTS OF OPERATIONS Six Months Ended December�31, 2014

The following discussion provides a review of results for the six months ended December�31, 2014 versus the six months ended December�31, 2013.

�



�	Six Months Ended December 31
Amounts in millions, except per share amounts	2014			�	2013			�	%�CHG
Net sales	$	40,347		�	$	41,273		�	(2	)%
Operating income	7,725			�	8,272			�	(7	)%
Net earnings from continuing operations	5,815			�	6,231			�	(7	)%
Net earnings from discontinued operations	(1,397		)	�	298			�	(569	)%
Net earnings attributable to Procter & Gamble	4,362			�	6,455			�	(32	)%
Diluted net earnings per common share	1.51			�	2.21			�	(32	)%
Diluted net earnings per share from continuing operations	2.00			�	2.11			�	(5	)%
Core earnings per common share	2.10			�	2.16			�	(3	)%
�
�	�			�	�			�	�
COMPARISONS AS A % OF NET SALES	2014			�	2013			�	Basis Pt Chg
Gross margin	49.7		%	�	49.9		%	�	(20	)
Selling, general & administrative expense	30.6		%	�	29.8		%	�	80
Operating margin	19.1		%	�	20.0		%	�	(90	)
Earnings before income taxes	18.6		%	�	19.4		%	�	(80	)
Net earnings attributable to Procter & Gamble	10.8		%	�	15.6		%	�	(480	)

�

Net Sales

Net sales decreased 2% to $40.3 billion fiscal year to date on unit volume that was unchanged versus the prior year period. Volume grew low single digits in Fabric and Home Care and Health Care. Volume decreased low single digits in Beauty, Hair and Personal Care, and Grooming. Volume was unchanged in Baby, Feminine and Family Care. Volume increased low single digits in developed regions and decreased low single digits in developing regions. Higher pricing increased net sales by 1%. The impact of favorable product and geographic mix also increased net sales by 1%, due to disproportionate growth in developed regions and in higher priced product categories such as Baby Care and Oral Care. Unfavorable foreign exchange reduced net sales by 3% and the mix impact of minor brand divestitures also had a 1% negative impact. Organic sales grew 2% driven by pricing and mix.



�	Net Sales Change Drivers 2014 vs. 2013 (Six Months Ended December 31)
�	Volume�with Acquisitions &�Divestitures	�	Volume Excluding Acquisitions &�Divestitures	�	Foreign Exchange	�	Price	�	Mix	�	Other*	�	Net�Sales Growth
Beauty, Hair and Personal Care	-2%	�	-1%	�	-3%	�	0%	�	0%	�	1%	�	-4%
Grooming	-2%	�	-2%	�	-4%	�	4%	�	-1%	�	0%	�	-3%
Health Care	1%	�	1%	�	-2%	�	0%	�	2%	�	0%	�	1%
Fabric Care and Home Care	2%	�	2%	�	-4%	�	0%	�	0%	�	-1%	�	-3%
Baby, Feminine and Family Care	0%	�	0%	�	-4%	�	2%	�	2%	�	0%	�	0%
TOTAL COMPANY	0%	�	0%	�	-3%	�	1%	�	1%	�	-1%	�	-2%

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 decreased 20 basis points to 49.7% of net sales fiscal year to date. Gross margin was negatively impacted by a 50 basis point impact from higher commodity costs, a 50 basis point impact from unfavorable foreign exchange, an 80 basis point impact from unfavorable geographic and product mix, primarily from a decline in the Prestige business and within the Fabric Care and Home Care segment, and about 50 basis point impact from initiatives and capacity investments. These impacts were partially offset by a 170 basis point positive impact from manufacturing cost savings and a 50 basis point benefit from higher pricing.

Total selling, general and administrative expenses (SG&A) were unchanged at $12.3 billion. Foreign exchange transactional charges and a $138 million before tax charge to remeasure certain Venezuelan balance sheet items were offset by reduced overhead and marketing spending. SG&A as a percentage of net sales increased 80 basis points to 30.6%, due to the negative scale impacts of lower net sales. Marketing spending as a percentage of net sales decreased 50 basis points as lower spending due to efficiency efforts, primarily in non-media spending areas, was partially offset by the negative scale impacts. Overhead spending as a percentage of net sales increased 30 basis points as productivity savings of 70 basis points from reduced overhead spending were more than offset by wage inflation and investments in research and development. Foreign exchange transactional charges added approximately 100 basis points to SG&A as a percentage of net sales, including the Venezuela remeasurement impact.

Non-Operating Expenses and Income

Interest expense was $330 million fiscal year to date, a decrease of $21 million versus the prior year period due to lower total debt and a decrease in weighted average interest rates. Interest income was $65 million fiscal year to date, an increase of $21 million versus the prior year due to an increase in cash, cash equivalents and investment securities. Other non-operating income decreased $8 million to $40 million.

Income Taxes

The effective tax rate on continuing operations increased 30 basis points to 22.5%.� The current year rate increased 10 basis points due to the non-deductibility of antitrust matters in Europe. In addition, there was a 10 basis point increase due to the net impact of favorable discrete adjustments related to uncertain income tax positions. The net benefit of those adjustments on the current year was $102 million, or 135 basis points, versus 145 basis points of net benefit in the prior year.

Net Earnings from Continuing Operations

Net earnings from continuing operations decreased $416 million or 7% versus the prior year period. This decline was caused primarily by the reduction in net sales and a 90 basis point reduction in operating income margin, driven by the gross margin decline and the increase in SG&A as a percentage of net sales (both discussed above). Unfavorable foreign exchange impacts reduced net earnings by about $750 million fiscal year to date due to weakening of certain key currencies against the U.S. dollar, primarily in Russia, the Ukraine, Venezuela and Argentina and a $104 million after-tax charge related to balance sheet remeasurement in Venezuela recognized in the first quarter. Diluted net earnings per share from continuing operations decreased 5% to $2.00 due to reduced net sales and operating income margin.

Discontinued Operations

The company incurred a net loss from discontinued operations of $1.4 billion in the current period, versus net earnings of $297 million in the prior year. The decline was driven primarily by current year after-tax impairment charges of $1.7 billion (see Note 4 to the Consolidated Financial Statements).

Net Earnings

Net earnings attributable to Procter & Gamble decreased $2.1 billion or 32% to $4.4 billion fiscal year to date. The decline was due to the $1.7 billion impairment charge in earnings from discontinued operations discussed above and the reduction in net earnings from continuing operations. Diluted net earnings per share declined 32% to $1.51. Core net earnings per share decreased 3% to $2.10. Core net earnings per share represents diluted net earnings per share from continuing operations excluding incremental restructuring charges related to our productivity and cost savings plan and charges related to European legal matters in both periods and charges in the current period related to the balance sheet remeasurement in Venezuela.

BUSINESS SEGMENT DISCUSSION Three and Six Months Ended December�31, 2014

The following discussion provides a review of results by reportable business segment. Analyses of the results for the three and six month periods ended December�31, 2014 are provided based on a comparison to the same three and six month periods ended December�31, 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 and six months ended December�31, 2014 versus the comparable prior year period (amounts in millions):



�	Three Months Ended December 31, 2014
�	Net Sales		�	% Change Versus Year Ago		�	Earnings / (Loss) from Continuing Operations Before Income Taxes			�	% Change Versus Year Ago		�	Net Earnings / (Loss) from Continuing Operations			�	% Change Versus Year Ago
Beauty, Hair and Personal Care	$	4,962	�	(6	)%	�	$	1,089		�	(6	)%	�	$	863		�	(7	)%
Grooming	2,007		�	(5	)%	�	713			�	(2	)%	�	544			�	(2	)%
Health Care	2,088		�	(3	)%	�	514			�	(2	)%	�	369			�	(1	)%
Fabric Care and Home Care	5,775		�	(4	)%	�	1,083			�	(6	)%	�	706			�	(6	)%
Baby, Feminine and Family Care	5,217		�	(2	)%	�	1,117			�	2	�%	�	760			�	(1	)%
Corporate	112		�	N/A		�	(676		)	�	N/A		�	(267		)	�	N/A
Total Company	$	20,161	�	(4	)%	�	$	3,840		�	(8	)%	�	$	2,975		�	(10	)%



�	Six Months Ended December 31, 2014
�	Net Sales		�	% Change Versus Year Ago		�	Earnings / (Loss) from Continuing Operations Before Income Taxes			�	% Change Versus Year Ago		�	Net Earnings / (Loss) from Continuing Operations			�	% Change Versus Year Ago
Beauty, Hair and Personal Care	$	9,819	�	(4	)%	�	$	2,015		�	(3	)%	�	$	1,573		�	(3	)%
Grooming	3,948		�	(3	)%	�	1,334			�		�%	�	1,010			�		�%
Health Care	4,099		�	1	�%	�	973			�	7	�%	�	691			�	8	�%
Fabric Care and Home Care	11,708		�	(3	)%	�	2,164			�	(7	)%	�	1,425			�	(7	)%
Baby, Feminine and Family Care	10,539		�		�%	�	2,319			�	6	�%	�	1,585			�	6	�%
Corporate	234		�	N/A		�	(1,305		)	�	N/A		�	(469		)	�	N/A
Total Company	$	40,347	�	(2	)%	�	$	7,500		�	(6	)%	�	$	5,815		�	(7	)%

Beauty, Hair and Personal Care

Three months ended December�31, 2014 compared with three months ended December�31, 2013

Beauty, Hair and Personal Care net sales decreased 6% to $5.0 billion during the second fiscal quarter on a 2% decrease in unit volume. Organic sales decreased 1%, including a 1% positive impact from price increases. Unfavorable foreign exchange reduced net sales by 4% and the mix impact of minor brand divestitures reduced net sales by 1%. Global market share of the Beauty, Hair and Personal Care segment decreased 0.4 points. Volume decreased low single digits in both developed and developing markets.


"	Volume in Hair Care decreased low single digits in both developed and developing markets due to competitive activity in developed markets (primarily Japan) and following increased pricing and minor divestitures in developing markets. Global market share of the hair care category decreased less than half a point.


"	Volume in Skin and Personal Care decreased low single digits as decreases in skin care and personal cleansing were partially offset by growth in deodorants. Volume was unchanged in developed regions and decreased mid-single digits in developing regions due to ongoing competitive activity. Global market share of the skin and personal care category decreased nearly half a point.


"	Volume in Cosmetics increased low single digits both in developed markets (driven by increased merchandising investment) and in developing markets (primarily due to product innovation). Global market share of the cosmetics category decreased slightly.


"	Volume in Salon Professional decreased mid-single digits primarily due to a double-digit decrease in developing markets following increased pricing. Volume decreased low single digits in developed markets due to market contraction.


"	Volume in Prestige decreased double digits due to lower levels of product innovation versus the base period.

Net earnings decreased 7% to $863 million primarily due to the currency-driven reduction in net sales. Net earnings margin decreased nominally due to lower gross margin from unfavorable product mix, mainly a decline in the Prestige business, partially offset by a reduction in SG&A as a percent of sales due to lower spending from the Company's focus on marketing efficiencies and reducing overheads.

Six months ended December�31, 2014 compared with six months ended December�31, 2013

Beauty, Hair and Personal Care net sales decreased 4% to $9.8 billion fiscal year to date on a 2% decrease in unit volume. Organic sales decreased 1% on a 1% decrease in organic volume. Unfavorable foreign exchange reduced net sales by 3%. Global market share of the Beauty, Hair and Personal Care segment decreased 0.4 points. Volume decreased low single digits in both developed and developing markets.


"	Volume in Hair Care decreased low single digits. Volume was unchanged in developed markets and decreased low single digits in developing markets following increased pricing and minor divestitures. Global market share of the hair care category decreased half a point.

Volume in Skin and Personal Care decreased low single digits as decreases in skin care and personal cleansing were partially offset by growth in deodorants. Volume increased low single digits in developed regions from product innovation and decreased low single digits in developing regions due to ongoing competitive activity. Global market share of the skin and personal care category decreased nearly half a point.


"	Volume in Cosmetics increased low single digits due to a double-digit increase in developing markets primarily due to market growth and product innovation. Volume in developed markets increased low single digits. Global market share of the cosmetics category decreased slightly.


"	Volume in Salon Professional decreased low single digits due to a mid-single-digit decrease in developing markets following increased pricing and due to market contraction. Volume in developed markets decreased low single digits primarily due to market declines.


"	Volume in Prestige decreased high single digits due to market contraction and reduced levels of initiative activity.

Net earnings decreased 3% to $1,573 million primarily due to the currency-driven reduction in net sales. Net earnings margin increased nominally as lower gross margin from unfavorable product mix was offset by a reduction in SG&A as a percent of sales due to lower spending from the Company's focus on marketing efficiencies and reducing overheads.

Grooming

Three months ended December�31, 2014 compared with three months ended December�31, 2013

Grooming net sales decreased 5% to $2.0 billion during the second fiscal quarter on a 2% decrease in unit volume. Organic sales increased 2%. Price increases in blades and razors and appliances contributed 4% to net sales. Unfavorable foreign exchange reduced net sales by 7%. Global market share of the Grooming segment decreased 0.3 points versus year ago. Volume decreased low single digits in both developed regions and developing regions.


"	Shave Care volume decreased low single digits due to a low single-digit decrease in both developed and developing regions caused primarily by market contraction in developed regions and by reduced volumes following increased pricing in developing regions. Global market share of the blades and razors category was flat.


"	Volume in Electronic Hair Removal increased mid-single digits in both developed and developing regions behind product innovation and market growth. Global market share of the electronic hair removal category was flat.

Net earnings decreased 2% to $544 million as the decline in net sales was partially offset by a 100-basis point increase in net earnings margin. Net earnings margin increased primarily due to gross margin expansion from higher pricing and manufacturing cost savings. The net earnings margin also benefited from decreased SG&A due to reduced marketing spending.

Six months ended December�31, 2014 compared with six months ended December�31, 2013

Grooming net sales decreased 3% to $3.9 billion fiscal year to date on a 2% decrease in unit volume. Organic sales increased 1%. Price increases in blades and razors and appliances contributed 4% to net sales. Unfavorable geographic and product mix reduced net sales by 1% 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 4%. Global market share of the Grooming segment decreased 0.2 points versus year ago. Volume decreased low single digits in both developed and developing regions.


"	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 increased less than half a point.


"	Volume in Electronic Hair Removal increased mid-single digits driven primarily by a high single-digit increase in developing markets behind product innovation and market growth. Global market share of the electronic hair removal category decreased slightly.

Net earnings were unchanged at $1.0 billion as the decline in net sales was 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

Three months ended December�31, 2014 compared with three months ended December�31, 2013

Health Care net sales decreased 3% to $2.1 billion during the second fiscal quarter on a 2% decrease in unit volume. Organic sales increased 1%. Unfavorable foreign exchange reduced net sales by 4%. Favorable geographic and product mix increased net sales 3%, primarily driven by Oral Care growth in developed markets, which has higher average sales prices. Global market share of the Health Care segment decreased 0.1 points. Volume increased low single digits in developed regions but decreased high single digits in developing regions.


"	Oral Care volume decreased low single digits as a mid-single-digit decrease in developing regions following increased pricing was partially offset by low single-digit growth in developed regions from product innovation. Global market share of the oral care category was flat.


"	Volume in Personal Health Care decreased high single digits. A mid-single-digit decrease in developed markets and a double digit decrease in developing markets were both driven primarily by competitive activity. Global market share of the personal health care category decreased more than half a point.

Net earnings decreased 1% to $369 million as the decrease in net sales was partially offset by a 30-basis point increase in net earnings margin. Net earnings margin increased due to reduced SG&A spending as a percentage of net sales partially offset by a reduction in gross margin. SG&A declined as a percentage of net sales due to the focus on marketing spending efficiencies and reduced overhead spending. Gross margin decreased primarily due to the currency-driven reduction in net sales and negative scale impact of lower volume, partially offset by manufacturing cost savings.

Six months ended December�31, 2014 compared with six months ended December�31, 2013

Health Care net sales increased 1% to $4.1 billion fiscal year to date on a 1% increase in unit volume. Organic sales increased 3%. Favorable geographic and product mix increased net sales 2%, primarily driven by Oral Care growth in developed markets, which has higher average sales prices. Unfavorable foreign exchange reduced net sales by 2%. Global market share of the Health Care segment decreased 0.1 points. Volume increased low single digits in developed regions but decreased low single digits in developing regions.


"	Oral Care volume increased low single digits due to mid-single-digit growth in developed regions from product innovation, partially offset by low single-digit decline in developing regions following increased pricing. Global market share of the oral care category was flat.


"	Volume in Personal Health Care decreased low single digits due to a low single-digit decrease in developed markets and a mid-single-digit decrease in developing markets. Market growth and new product innovation were more than offset by the negative impact of competitive activity. Global market share of the personal health care category was down one point.

Net earnings increased 8% to $691 million due to the increase in net sales and a 110-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 the focus on marketing spending efficiencies and scale leverage from increased sales.

Fabric Care and Home Care

Three months ended December�31, 2014 compared with three months ended December�31, 2013

Fabric Care and Home Care net sales for the second fiscal quarter decreased 4% to $5.8 billion on a 2% increase in unit volume. Organic sales increased 3%. Unfavorable foreign exchange reduced net sales by 6%. Price increases contributed 1% to net sales. The mix impact of minor brand divestitures reduced net sales by 1%. Global market share of the Fabric Care and Home Care segment decreased 0.1 points. Volume increased low single digits in both developed and developing regions.


"	Fabric Care volume increased low single digits due to low single-digit increases in both developed and developing regions behind product innovation and lower pricing in certain regions. Global market share of the fabric care category was flat.


"	Home Care volume decreased low single digits as a low single-digit decrease in developed markets due to competitive activity was partially offset by a low single-digit increase in developing regions from product innovation. Global market share of the home care category was down less than half a point.

Net earnings decreased 6% to $706 million behind the currency-driven reduction in net sales and a 30-basis point decrease in net earnings margin. Net earnings margin decreased due to gross margin contraction partially offset by lower SG&A spending as a percent of sales. Gross margin decreased due to the effects of unfavorable sales channel, geographic, and product mix impacts and higher commodity costs, partially offset by manufacturing cost savings. SG&A as percentage of net sales decreased due to a reduction in marketing spending.

Six months ended December�31, 2014 compared with six months ended December�31, 2013

Fabric Care and Home Care net sales decreased 3% to $11.7 billion fiscal year to date on a 2% increase in unit volume. Organic sales increased 2%. Unfavorable foreign exchange reduced net sales by 4% and the mix impact of minor brand divestitures reduced sales by 1%. Global market share of the Fabric Care and Home Care segment was unchanged. Volume increased low single digits in both developed and developing regions.


"	Fabric Care volume increased low single digits driven by a low single-digit increase in both developed and developing regions behind market growth and product innovation. Global market share of the fabric care category increased slightly.


"	Home Care volume was unchanged as a low single-digit increase in developing regions from product innovation was offset by a low single-digit decrease in developed markets due to competitive activity. Global market share of the home care category was down slightly.

Net earnings decreased 7% to $1.4 billion behind the net sales reduction and a 60-basis point decrease in net earnings margin. Net earnings margin decreased due to gross margin contraction. Gross margin decreased primarily due to 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 as a percentage of net sales was largely offset by increased overhead spending.

Baby, Feminine and Family Care

Three months ended December�31, 2014 compared with three months ended December�31, 2013

Baby, Feminine and Family Care net sales decreased 2% to $5.2 billion during the second fiscal quarter on unit volume that was unchanged. Organic sales were up 4%. Unfavorable foreign exchange reduced net sales by 6%. Price increases, primarily in Baby Care, increased net sales by 1%. Favorable product mix, particularly in Feminine Care and Baby Care, increased net sales by 3%. Global market share of the Baby, Feminine and Family Care segment decreased 0.7 points. Volume increased low single digits in developed regions and decreased low single digits in developing regions.


"	Volume in Baby Care increased low single digits due to a mid-single-digit increase in developed regions from product innovation, partially offset by a low single-digit decrease in developing regions following increased pricing. Global market share of the baby care category decreased half a point.


"	Volume in Feminine Care decreased low single digits as a low single-digit decline in developing regions due to competitive activity was partially offset by low single-digit growth in developed regions from product innovation. Global market share of the feminine care category was flat.


"	Volume in Family Care decreased low single digits as low single-digit growth in developed regions was more than offset by a double-digit decline in developing regions due to decreased distribution. In the U.S., all-outlet share of the family care category decreased more than a point.

Net earnings decreased 1% to $760 million due to the currency-driven reduction in net sales, which was partially offset by a 20-basis point increase in net earnings margin. Net earnings margin increased due to higher gross margin, which was driven by higher pricing and manufacturing cost savings.

Six months ended December�31, 2014 compared with six months ended December�31, 2013

Baby, Feminine and Family Care net sales were unchanged at $10.5 billion fiscal year to date on unit volume that was unchanged. Organic sales were up 4%. Price increases, primarily in Baby Care, increased net sales by 2%. Favorable product mix, particularly in Feminine Care and Baby Care increased net sales by 2%. Unfavorable foreign exchange reduced net sales by 4%. Global market share of the Baby, Feminine and Family Care segment decreased 0.6 points. Volume increased low single digits in developed regions and decreased low single digits in developing regions.


"	Volume in Baby Care was unchanged as a low single-digit increase in developed regions from product innovation was offset by a low single-digit decrease in developing regions following increased pricing. Global market share of the baby care category decreased nearly half a point.


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


"	Volume in Family Care decreased low single digits as low single-digit growth in developed regions was more than offset by a double-digit decline in developing regions due to competitive activity. In the U.S., all-outlet share of the family care category decreased more than a point.

Net earnings increased 6% to $1.6 billion due to a 90-basis point increase in net earnings margin. Net earnings margin increased due to higher gross margin, which was driven by higher 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 $87 million during the second fiscal quarter and $129 million fiscal year to date primarily due to the prior year divestiture of the MDVIP business. Corporate net expenses from continuing operations increased $194 million in the second fiscal quarter and $414 million fiscal year to date primarily due to unfavorable foreign exchange impacts, including a charge in the first quarter to remeasure certain Venezuela balance sheet items. 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 70% of the estimated costs have been incurred through December 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.

LIQUIDITY & CAPITAL RESOURCES

Operating Activities

We generated $7.1 billion of cash from operating activities fiscal year to date, an increase of $1.7 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 $7.6 billion of operating cash flow. Working capital and other impacts used $486 million of cash in the period. Accounts receivable used $342 million of cash due to seasonality in certain businesses. Inventory consumed $506 million of cash mainly to support product initiatives. Accounts payable, accrued and other liabilities generated $243 million of cash primarily due to the timing of income tax payments. All other operating assets and liabilities generated $119 million of cash.

Investing Activities

Cash used by investing activities was $869 million fiscal year to date. Proceeds from asset sales generated $3.6 billion of proceeds, primarily from the sale of our Pet Care business in North America, Latin America and other selected markets, the sale of our

Chinese battery venture, and other minor brand divestitures. This was offset by capital expenditures and purchases of investment securities. Capital expenditures consumed $1.6 billion or 4.1% of net sales, as compared to $1.7 billion in the prior year period. We used $2.9 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 $6.3 billion fiscal year to date. We used $4.3 billion for treasury stock purchases, $3.6 billion for dividends, and repaid net debt of $447 million. The impact of exercised stock options generated $2.0 billion of cash.

As of December�31, 2014, our current liabilities exceeded current assets by $1 billion ($3.9 billion, excluding current asset and current liabilities of the Pet Care and Batteries businesses held for sale). 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 and six months ended December 31, 2014:

�



Three months ended December 31, 2014	Net Sales Growth		�	Foreign Exchange Impact		�	Acquisition/ Divestiture Impact*		�	Organic Sales Growth
Beauty, Hair and Personal Care	(6	)%	�	4	%	�	1	%	�	(1	)%
Grooming	(5	)%	�	7	%	�		%	�	2	�%
Health Care	(3	)%	�	4	%	�		%	�	1	�%
Fabric Care and Home Care	(4	)%	�	6	%	�	1	%	�	3	�%
Baby, Feminine and Family Care	(2	)%	�	6	%	�		%	�	4	�%
Total Company	(4	)%	�	5	%	�	1	%	�	2	�%

�* Acquisition/Divestiture Impacts includes the mix impacts of acquisitions and divestitures and rounding impacts necessary to reconcile net sales to organic sales.



Six months ended December 2014	Net Sales Growth		�	Foreign Exchange Impact		�	Acquisition/ Divestiture Impact*		�	Organic Sales Growth
Beauty, Hair and Personal Care	(4	)%	�	3	%	�		%	�	(1	)%
Grooming	(3	)%	�	4	%	�		%	�	1	�%
Health Care	1	�%	�	2	%	�		%	�	3	�%
Fabric Care and Home Care	(3	)%	�	4	%	�	1	%	�	2	�%
Baby, Feminine and Family Care		�%	�	4	%	�		%	�	4	�%
Total Company	(2	)%	�	3	%	�	1	%	�	2	�%

�* Acquisition/Divestiture Impacts includes the mix impacts of acquisitions and divestitures and 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 current year and prior year charges related to incremental restructuring due to increased focus on productivity and cost savings, current year charges for European legal matters and remeasuring certain Venezuela balance sheet items.

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

�



�	Three Months Ended December 31
�	2014			�	2013
Diluted net earnings per share from continuing operations	$	1.02		�	$	1.12
Incremental restructuring charges	0.03			�	0.03
Charge for European legal matters	0.01			�
CORE EPS	$	1.06		�	$	1.15
Core EPS Growth	(8		)%	�	�



�	Six Months Ended December 31
�	2014			�	2013
Diluted net earnings per share from continuing operations	$	2.00		�	$	2.11
Incremental restructuring charges	0.05			�	0.04
Venezuela balance sheet remeasurement	0.04			�
Charge for European legal matters	0.01			�
Rounding				�	0.01
CORE EPS	$	2.10		�	$	2.16
Core EPS Growth	(3		)%	�	�

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

Adjusted Free Cash Flow: Adjusted free cash flow is defined as operating cash flow less capital expenditures and excluding tax payments for the Pet Care divestiture. We view adjusted free cash flow as an important measure because it is one factor in determining the amount of cash available for dividends and discretionary investment.



�	Operating Cash�Flow	�	Capital Spending	�	Free�Cash �Flow	�	Cash Tax Payment - Pet Care Sale	�	Adjusted Free Cash Flow
July 2014 - December 2014	$7,068	�	$1,642	�	$5,426	�	$363	�	$5,789

Adjusted Free Cash Flow Productivity: Adjusted free cash flow productivity is defined as the ratio of adjusted free cash flow to net earnings excluding impairment charges on the Batteries business. The Companys 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):

�



�	Net� Earnings	�	Impairment Charges	�	Net�Earnings Excl. Impairment Charges on Batteries	�	Adjusted Free�Cash� Flow Productivity
July 2014 - December 2014	$4,418	�	$1,672	�	$6,090	�	95%



Item�3.	Quantitative and Qualitative Disclosures About Market Risk.

There have been no material changes in the Companys 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.



Item�4.	Controls and Procedures.

Evaluation of Disclosure Controls and Procedures.

The Companys Chairman of the Board, President and Chief Executive Officer, A.G. Lafley, and the Companys Chief Financial Officer, Jon R. Moeller, performed an evaluation of the Companys 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 Companys 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 Companys fiscal quarter ended December�31, 2014 that have materially affected, or are reasonably likely to materially affect, the Companys internal control over financial reporting.

�

PART II. OTHER INFORMATION



Item�1.	Legal Proceedings.

The Company is subject, from time to time, to certain legal proceedings and claims arising out of our business, which cover a wide range of matters, including antitrust and trade regulation, product liability, advertising, contracts, environmental, 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.



Item�1A.	Risk Factors.

We discuss our expectations regarding future performance, events and outcomes, such as our business outlook and objectives in this Form 10-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.

We are a global company, with operations in approximately 70 countries, and products sold in more than 180 countries and territories around the world. The global nature of our company creates increased financial, operational and manufacturing risks.

We face numerous risks related to the global and political economic environment.


"	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; reduced market growth rates; supplier, vendor or customer

disruptions resulting from tighter credit markets; and/or 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 rating could increase our future borrowing costs and impair our ability to access capital and credit markets on terms commercially acceptable to us.


"	We may 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.

We hold assets, incur liabilities, earn revenues, and pay expenses in a variety of currencies other than the U.S. dollar, and our operations outside the U.S. generate a significant portion of our net revenue. Fluctuations in exchange rates, such as the recent volatility in the Russian Ruble, 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 5 to our Consolidated Financial Statements.

Our success will depend, in part, on our ability to manage continued global and/or economic uncertainty, including foreign currency fluctuations, as well as any political or economic disruption.

We face risks associated with having significant international operations.

Our international operations are subject to a number of risks, including, but not limited to:


"	compliance with local laws and regulations in each country, as well as U.S. laws affecting operations outside the U.S., such as the Foreign Corrupt Practices Act;


"	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, price controls, trade barriers or similar restrictions on our sales outside the U.S.

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.

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.

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, and pension and healthcare costs. 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.

Our ability to meet our growth targets depends on successful product, marketing and operations innovation and our ability to successfully respond to competitive innovation.

We are a consumer products company and rely on continued global demand for our brands and products. 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, including consumer trends and habits, 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.

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.

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, and the reputation of its brands, form the foundation of our relationships with key stakeholders and other constituencies, such as consumers, customers and suppliers. The quality and safety of our products is critical to our business. Many of our brands have worldwide recognition, and 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. 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, and our financial results could suffer. 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 or the Company. 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 these programs are not executed as planned or suffer negative publicity, the Company's reputation and financial results could be impacted.

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.

A breach of information security, including a cybersecurity breach or failure of one or more key information technology systems, networks, hardware, 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:


"	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, vendor, 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.

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. As cybersecurity threats rapidly evolve in sophistication and become more prevalent across industry globally, the Company is continually increasing its sensitivity and attention to these threats. We continue to assess potential threats and make investments seeking to address these threats, including monitoring of networks and systems, upgrading skills, 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. Our information technology systems have been, and will likely continue to be, subject to computer viruses or other malicious codes, unauthorized access attempts, phishing and other cyber-attacks. To date, we have seen no material impact on our business or operations from these attacks; however, we cannot guarantee that our security efforts will prevent breaches or breakdowns to our or our third party providers databases or systems. 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, significant unavailability 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.

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.

Our business is subject to a variety of local regulations and laws across all of the countries in which we do business. Changes in laws, regulations and related interpretations, including changes in accounting standards or taxation requirements, and/or 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 result in fines or costs in excess of the amounts accrued to date, that could materially impact our results of operations and financial position.

Our ability to successfully execute our portfolio optimization strategy, as well as successfully manage ongoing acquisition, joint venture and divestiture activities, 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.�

In addition, as a company that manages a portfolio of consumer brands, our ongoing business model includes a certain level of acquisition, joint venture and divestiture activities. We must be able to successfully manage the impacts of these activities, while at the same time delivering against our business objectives. Specifically, our financial results 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 portfolio-optimization strategy, we expect to implement additional acquisition and divestiture activities and accelerate 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 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.



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

ISSUER PURCHASES OF EQUITY SECURITIES

�



Period	Total Number of Shares Purchased ⁽¹⁾	��	Average Price Paid per Share ⁽²⁾		��	Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs ⁽³⁾	��	Approximate Dollar Value of Shares That May Yet Be Purchased Under our Share Repurchase Program ($ in billions)
10/01/2014 - 10/31/2014	7,445,776	�	$	83.94	�	7,445,776	�	⁽³⁾�
11/01/2014 - 11/30/2014	6,689,444	�	$	88.64	�	6,689,444	�	⁽³⁾�
12/01/2014 - 12/31/2014	7,226,484	�	$	90.92	�	7,226,484	�	⁽³⁾�
Total	21,361,704	�	$	87.77	�	21,361,704	�	�

�



(1)	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.

Amounts in millions of dollars unless otherwise specified.



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) (Incorporated by reference to Exhibit (3-2) of the Company's Form 10-Q for the quarter ended September 30, 2014)
�	�	�
10-1	�	Company's Forms of Separation Agreement & Release*
�	�	�
10-2	�	The Procter & Gamble 2014 Stock and Incentive Compensation Plan - Additional terms and conditions*
�	�	�
10-3	�	The Procter & Gamble 2014 Stock and Incentive Compensation Plan - Related correspondence*
�	�	�
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
�	�		�
January�27, 2015	�	�	�	/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) (Incorporated by reference to Exhibit (3-2) of the Company's Form 10-Q for the quarter ended September 30, 2014)
�	�	�
10-1	�	Company's Forms of Separation Agreement & Release
�	�	�
10-2	�	The Procter & Gamble 2014 Stock and Incentive Compensation Plan - Additional terms and conditions
�	�	�
10-3	�	The Procter & Gamble 2014 Stock and Incentive Compensation Plan - Related correspondence
�	�	�
�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.

EXHIBIT 10-1

Companys Forms of Separation Agreement & Release

**IMPORTANT NOTE, READ BEFORE PROCEEDING**: SIGNING AND/OR ACCEPTING THIS AGREEMENT WILL NOT AUTOMATICALLY ENTITLE YOU TO THE BENEFITS DESCRIBED HEREIN. RATHER, ENTITLEMENT TO THE BENEFITS DESCRIBED BELOW WILL OCCUR ONLY IF THE COMPANY ACCEPTS YOUR OFFER TO SEPARATE FROM EMPLOYMENT AND YOU DO NOT REVOKE THIS AGREEMENT WITHIN THE TIMEFRAME PROVIDED BELOW.

REQUEST FOR AN EMPLOYEE-INITIATED VOLUNTARY SEPARATION AGREEMENT AND RELEASE

To:��Employee_Name�

Date:��Actual_Offer_Date�

�Company� (P&G) is willing to provide you with certain assistance following your voluntary employment separation from the Company. The following describes the terms under which you are offering to voluntarily separate from employment. Your receipt of the benefits described below is conditioned upon: (1) the Company accepting your offer to voluntarily separate, and (2) your accepting and abiding by the terms of this Agreement.



Last Day of Employment:	Your last day of employment will be �Exit_Date�,�referred to as your Last Day of Employment. Unless otherwise noted below, your pay and benefits will cease as of your Last Day of Employment.
Separation Payment:	As soon as administratively practical after your Last Day of Employment, P&G will provide you with a Separation Payment of �Total_Amount�,�less legally required withholdings and deductions. In no event will payment be made before expiration of the seven-day revocation period discussed below or later than the March 15th of the year following the year which includes your last day of employment. Amounts you owe to P&G as of your Last Day of Employment, including, but not limited to, wage and/or benefit overpayments and unpaid loans, will also be deducted from the Separation Payment.
Payment for Unvested PST:	If you are not fully-vested in the Procter & Gamble Profit Sharing Trust and Employee Stock Ownership Plan (PST) as of your Last Day of Employment, as soon as administratively practical after your Last Day of Employment, but no later than the March 15^th�of the year following the year which includes your Last Day of Employment, you will receive a lump sum payment in an amount substantially equivalent to the non-vested credits in your account in the PST.



STAR Awards:	As of your Last Day of Employment, if you were otherwise eligible for a STAR award and�you worked at least 28 days (4 calendar weeks) during that fiscal year, you will receive a pro-rated STAR award for that fiscal year. Your STAR award will be pro-rated by dividing the number of calendar days during the fiscal year from July 1 through your Last Day of Employment by 365. Your STAR award will be paid in cash in the September (but no later than September 15th) immediately following the end of the fiscal year in which you terminate.
Equity Awards (including Recognition Shares):	Your separation will be treated as a Special Separation for purposes of any outstanding equity awards granted under the Procter & Gamble 2009 Stock and Incentive Compensation Plan, the Procter & Gamble 2001 Stock and Incentive Compensation Plan, the Procter & Gamble 1992 Stock Plan, or the Gillette Company 2004 Long-Term Incentive Plan and as a result the awards will be retained subject to the original terms and conditions of the awards. Awards granted under the Procter & Gamble 2014 Stock & Incentive Compensation Plan are retained subject to the terms and conditions of the Awards. � This agreement does not alter the rights and obligations that you may have under the Procter & Gamble 2014 Stock & Incentive compensation Plan, the Procter & Gamble 2009 Stock and Incentive Compensation Plan, the Procter & Gamble 2001 Stock and Incentive Plan, the Procter & Gamble 1992 Stock Plan, and the Gillette Company 2004 Long-Term Incentive Plan.
Current Medical, Dental, and Life Insurance Benefits:	Your Medical (including prescription drug and EAP programs), Dental, and Basic Group Life insurance coverage will continue under the same terms until �Benefits_End_Date�. When your extended coverage ends, you may be entitled to continue your Medical and Dental insurance coverage under COBRA. If you are entitled to COBRA continuation coverage, you will receive a notice of your right to elect COBRA.



Retiree Medical and Dental Benefits:	If you were eligible for P&G retiree healthcare coverage on your Last Day of Employment, you will be eligible to enroll in P&Gs retiree medical and dental insurance coverage. You are eligible for P&G retiree healthcare coverage if you satisfy the regular retiree eligibility rules (i.e., you are a Regular Retiree) as of your Last Day of Employment. Under the terms of this Agreement, you also are eligible for P&G retiree healthcare coverage as a Special Retiree by satisfying the Rule of 70 as of your Last Day of Employment. You satisfy the Rule of 70 when your full years of age plus your full years of service equal 70*. If you are eligible for P&Gs retiree healthcare coverage as either a Regular Retiree or a Special Retiree as of your Last Day of Employment, you should contact the Employee Service Center before your extension of coverage ends to request retiree healthcare enrollment information. For details regarding the terms and conditions of your retiree health coverage, please refer to and review the summary plan descriptions, available at PGOne�Life and Career Important Note:�If you become employed by a direct competitor of P&G (as determined by P&Gs Chief Human Resources Officer) in an officer and/or director capacity, you will not be eligible for coverage under P&Gs retiree healthcare coverage as long as you remain employed by such competitor. If you have questions, please contact the Benefits Service Center at 1-888-627-7472.
Retiree Life Benefits:	If you are eligible for retiree life coverage on your Last Day of Employment, your Basic Group Life Insurance will convert to Retiree Group Life Insurance. For details regarding the terms and conditions of your Retiree Group Life Insurance coverage, please refer to and review the summary plan descriptions available at PGOne�Life and Career.
�	* Special rules apply to Gillette Heritage Employees with regard to retiree medical eligibility and the retiree medical cost sharing under the retiree medical plan. If you are a Gillette Heritage Employee, you will receive a separate handout on your retiree medical eligibility.



Outplacement Services:	P&Gs outplacement supplier, Right Management Consultants, will provide services to assist you in managing your transition to a new future, based on your interest. Services include pre-decision counseling, career transition programs, and job development opportunities. Right Management Consultants will also assist you in preparing for your job search, including r�sum� preparation, cover letters, other written materials and interview and networking training. After P&G accepts this Agreement, and after obtaining your managers approval, you may�begin utilizing outplacement services on a limited basis prior to your Last Day of Employment, consistent with the needs of the business and your responsibilities to complete and/or transition your work. Note that you must�begin utilizing outplacement services within 45 days of your Last Day of Employment to be eligible for this benefit.
Retraining:	You are eligible for reimbursement (up to $5,000) for the cost of tuition, registration and laboratory fees for courses taken at accredited colleges and universities, or at 2-year colleges, trade schools, or vocational schools approved by appropriate accrediting boards. Correspondence courses which result in credit towards diplomas, degrees, etc. may be acceptable if offered by eligible non-profit institutions. You must have courses approved in advance and submit proof of payment of covered fees and proof (such as a transcript) that the courses were completed successfully. Courses that are recreational in nature, such as golf lessons, will not be approved. All expenses for retraining must be incurred within twenty-four (24) months of your Last Day of Employment. The retraining reimbursement benefit is administered by Right Management Consultants.
No Consideration Without Executing this Agreement:	You affirm that you understand and agree that you would not receive the separation payment and/or benefits specified in this Agreement without executing this Agreement and fulfilling the promises contained in it.� Except as provided in this Agreement or under the terms and conditions of an applicable benefit plan or policy sponsored by P&G, you shall not be due any payments or benefits from P&G in connection with the termination of your employment.



Continued Employment Through Your Last Day of Employment:	You agree to perform your work and responsibilities as an employee in a satisfactory manner up to and including your Last Day of Employment, including compliance with all provisions of this Separation Agreement and Release. If P&G determines that you have engaged in serious misconduct during your employment, you understand and agree that P&G may terminate your employment immediately and will not provide, nor will it be obligated to provide, you will the Separation payment, medical benefits, outplacement, retraining and other benefits described above. If you have already received any such pay or benefits, you agree to repay them to P&G upon demand.
Nonadmission of Wrongdoing:	You affirm that you understand and agree that neither this Agreement nor the furnishing of the consideration for this Agreement, including the Separation Payment, shall be deemed or construed at any time for any purpose as an admission by P&G of wrongdoing or evidence of any liability or unlawful conduct of any kind.



Release of Claims Including Age Discrimination and Employment Claims:	In consideration of the Separation Payment and other benefits provided above to which you would not have been entitled under any existing P&G Policy, you release P&G from any and all claims you have against P&G. The term P&G includes �Company� and any of its present, former and future owners, parents, affiliates and subsidiaries, and its and their directors, officers, shareholders, employees, agents, servants, representatives, predecessors, successors and assigns and their employee benefit plans and programs and their administrators and fiduciaries. This release applies to claims about which you now know or may later discover, and includes but is not limited to: (1) claims arising under the Age Discrimination in Employment Act, 29 U.S.C. � 621, et seq.; (2) claims arising out of or relating in any way to your employment with P&G or the conclusion of that employment; (3) claims arising under any federal, state and local employment discrimination laws, regulations or ordinances or other orders that relate to the employment relationship and/or employee benefits; and (4) any other federal, state or local law, rule, regulation or ordinance, public policy, contract, tort or common law. This release does not apply to claims that may arise after the date you accept this Agreement or that may not be released under applicable law. You are not waiving any rights you may have to: (a) your own vested accrued employee benefits under the P&G health, welfare, or retirement benefit plans as of the Last Day of Employment; (b) benefits and/or the right to seek benefits under applicable workers compensation and/or unemployment compensation statutes; (c) pursue claims which by law cannot be waived by signing this Agreement; (d) enforce this Agreement; and/or (e) challenge the validity of this Agreement. You agree that the decision that your last day of employment would be on the Last Day of Employment was made prior to your accepting and executing this Agreement, and you agree that you are releasing any claim in connection with the separation of your employment. Nothing in this Agreement prohibits or prevents you from filing a charge with or participating, testifying, or assisting in any investigation, hearing, or other proceeding before any federal, state, or local government agency. However, to the maximum extent permitted by law, you agree that if such an administrative claim is made, you shall not be entitled to recover any individual monetary relief or other individual remedies. If any claim is not subject to release, to the extent permitted by law, you agree that you waive any right or ability to be a class or collective action representative or to otherwise participate in any putative or certified class, collective or multi-party action or proceeding based on such a claim in which P&G is a party.



Confidential, Proprietary, Trade Secret Information & Period of Non-Competition:	You agree that you will not use or share any confidential, proprietary or trade secret information about any aspect of P&Gs business with any non-P&G employee or business entity at any time in the future. You further agree that you will not obtain or have in your possession any confidential, proprietary or trade secret information on or after your last day of employment. Confidential, proprietary or trade secret information includes, but is not limited to, marketing and advertising plans, pricing information, upstream plans, specific areas of research and development, project work, product formulation, processing methods, assignments of individual employees, testing and evaluation procedures, cost figures, construction plans, and special techniques or methods of any kind. Additional non-compete obligation for management employees only: You understand and agree that, unless you have prior written consent from P&G, you will not engage in any activity or provide any services for a period of three (3) years following your Last Day of Employment in connection with the manufacture, development, advertising, promotion or sale of any product which is the same as, similar to, or competitive with any products of P&G or its subsidiaries (including both existing products as well as products in development which are known to you, as a consequence of your employment with P&G): 1.��With respect to which your work has been directly concerned at any time during the two (2) years preceding your Last Day of Employment; or 2.��With respect to which during that period of time you, as a consequence of your job performance and duties, acquired knowledge of trade secrets or other confidential information of P&G. For the purposes of this section, it shall be conclusively presumed that you have knowledge or information to which you were directly exposed through the actual receipt of memos or documents containing such information or through actual attendance at meetings at which such information was discussed or disclosed. The provisions of this section are not in lieu of, but are in addition to, your continuing obligation to not use or disclose P&Gs trade secrets and confidential information known to you until any particular trade secret or confidential information becomes generally known (through no fault of yours). Information regarding products in development, in test market or being marketed or promoted in a discrete geographic region, which information P&G is considering for a broader use, shall not be deemed generally known until such broader use is actually commercially implemented. Also, generally known means known throughout the domestic United States industry or, if you have job responsibilities outside of the United States, the appropriate foreign country or countries industry. If any restriction in this section is found by any court of competent jurisdiction or arbitrator to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it will be modified and interpreted to extend only over the maximum period of time, range of activities or geographic area so that it may be enforceable. If you are a participant in the 2009 Stock and Incentive Compensation Plan, the 2001 Stock and Incentive Compensation Plan, or the 1992 Stock Plan, you are also bound by the terms of Article F Restrictions & Covenants of those plans, which are incorporated herein by reference. If you are a participant in the 2014 Stock & Incentive Compensation Plan, you are also bound by the terms of Article 6 Restrictions and Covenants of this plan which are incorporated herein by reference.



Acknowledgements and Affirmations:	You affirm that you have not filed, caused to be filed, or presently are a party to any claim against P&G. You affirm that you have been paid and/or have received all compensation, wages, bonuses, commissions, and/or benefits which are due and payable as of the date you sign this Agreement. To the extent that you are required to report hours worked, you affirm that you have reported all hours worked as of the date you sign this Agreement. You affirm that you have been granted any leave to which you were entitled under the Family and Medical Leave Act or related state or local leave or disability accommodation laws. You further affirm that you have no known workplace injuries or occupational diseases that have not been reported.
Assignment of Intellectual Property:	You will promptly and fully disclose, transfer and assign to P&G all inventions and any other intellectual property (collectively Intellectual Property) made or conceived by you during your employment with P&G. You agree to fully cooperate in executing any papers required for establishing or protecting the Intellectual Property and for establishing P&Gs ownership, even if such cooperation is necessary after your Last Day of Employment.
Return of P&G Property:	You agree that on or before your Last Day of Employment, you will return to P&G in good condition all of its equipment, materials and information that were in your possession, custody or control (including, but not limited to, computers, files, documents, credit cards, keys and identification badges). You further agree that you will provide your manager with all passwords to P&G electronic communication and data systems before your Last Day of Employment. You further agree that on or before your Last Day of Employment, you will return or if directed to do so by your immediate manager, delete (i.e., destroy all copies of) any and all P&G confidential, proprietary or trade secret information you have maintained in your possession, custody, or control in paper, electronic and/or digital formats, including but not limited to, any such confidential, proprietary, or trade secret information (e.g., files, documents, etc.) that you may have electronically or digitally processed or stored on P&G-issued or on personally-owned or maintained digital devices and/or service accounts. Such digital devices and/or service accounts may include, but are not limited to desktop and laptop computers, notebooks, tablets, iPads, mobile phones, smartphones, personal digital assistants (PDAs), USB and flash drives, external hard drives, CDs, DVDs, and/or external file processing or storage provided by cloud service providers such as box.net, dropbox, Google docs, etc.



Ethics Compliance:	You agree that you provided P&G all information known to you regarding any violations of the Procter & Gamble Worldwide Business Conduct Manual and/or any other violations of P&G policy or the law.
Agreement to Arbitrate Disputes:	Resolving any future differences we may have in the courts can take a long time and be expensive. You and P&G therefore agree that the only remedy for all disputes that are not released by this Agreement or that arise out of your employment with or separation from P&G, or any aspect of this Agreement, will be to submit any such disputes (with the exception noted at the end of this section) to final and binding arbitration in accordance with the National Rules for Resolution of Employment Disputes of the American Arbitration Association then in effect. You and P&G agree that the aggrieved party must send written notice of any claim to the other party by certified mail, return receipt requested. Written notice for P&G will be sent to: Secretary, One Procter & Gamble Plaza, Cincinnati, OH 45202, and to you at the most current address shown for you in P&Gs records. The arbitrator will apply Ohio law. At your written request, P&G will reimburse you for all fees and costs charged by the American Arbitration Association and its arbitrator to the extent they exceed the applicable fees and costs that would have been charged by a court of competent jurisdiction had your claim been filed in court. There is one exception to this section. P&G may seek injunctive relief in any court of competent jurisdiction if it has reason to believe that you have violated or are about to violate (1) the terms of the Confidential, Proprietary, Trade Secret Information & Period of Non-Competition section above, or (2) if you are a participant in the 2009 Stock and Incentive Compensation Plan, the 2001 Stock and Incentive Compensation Plan, or the 1992 Stock Plan, the terms of Article F Restrictions & Covenants of those plans.
Severability:	If any court of competent jurisdiction or arbitrator should later find that any portion of this Agreement is invalid, that invalidity will not affect the enforceability of any other portion of this Agreement.



Employment References:	You understand that P&Gs historical policy is to not provide employment references to prospective employers. However, P&G is willing to waive that policy in your case on the following basis: You authorize your manager or human resources representative to provide an employment reference upon written or verbal request. In return, you release any claim against P&G and will not bring a lawsuit in court against P&G based upon that employment reference (or lack thereof). You agree that you will refer all reference inquiries to your manager or human resources representative only. You further understand that all disputes regarding employment references or the lack thereof must be resolved through the arbitration process described above.
No Reliance:	This Agreement sets forth the entire agreement between you and P&G and fully supersedes any prior agreements or understanding between the parties except that if you are a participant in the 2009 Stock and Incentive Compensation Plan, the 2001 Stock and Incentive Compensation Plan, or the 1992 Stock Plan, the terms of Article F Restrictions & Covenants of those plans remain in full force and effect and are incorporated herein by reference and if you are a participant in the 2014 Stock Plan, the terms of Article 6 Restrictions & Covenants of the plan remain in full force and are in effect and are incorporated herein by reference. In deciding to accept this Agreement, you agree that you have not relied upon any statements or promises by P&G, its managers, agents or employees, other than those set forth in this Agreement. No other promises or agreements concerning the matters described in this Agreement shall be binding unless in a subsequent document signed by these parties.
Your Attorney:	You acknowledge that you have been and hereby are advised to consult with legal counsel before accepting this Agreement and have either done so or have voluntarily declined to do so.



Timing for Acceptance or Revocation:	You have forty-five (45) calendar days in which to consider this Agreement in which you waive important rights, including those under the Age Discrimination in Employment Act of 1967. If you choose to sign this Agreement, please do so by indicating your acceptance of this Agreement with your electronic signature in P&Gs electronic system. We advise you to consult with an attorney of your choosing prior to signing this Agreement. Further, you may within seven (7) calendar days of the Company accepting your offer, cancel and terminate the Agreement by giving written notice of your intention to revoke the Agreement to your immediate manager, and by returning to P&G any remuneration or benefits that have been advanced to you in anticipation of your not revoking your Agreement and to which you are not entitled. If notice of your revocation is mailed, it must be postmarked within seven (7) calendar days after you sign this Agreement. You understand that in total, you will have had more than seven (7) dates to revoke this Agreement from the date on which you submitted your intent to participate in this Voluntary Separation Program. You agree that any modifications, material or otherwise, made to this Agreement, do not restart or affect in any manner the original up to forty-five (45) calendar day consideration period.
Eligibility Information for Group Program Under The Older Workers Benefits Protection Act:	If your separation and the offer of separation pay and benefits set forth in this Agreement is part of a program offered to a group of employees, attached to this Agreement is information regarding the class, unit, or group of individuals covered by such program, any eligibility factors, any time limits associated with the program, and a list showing, on the one hand, the ages and job titles of P&G employees in the job classifications or organizational units who were eligible or selected to participate in the program, and also showing, on the other hand, the ages and job titles of those employees in the same job classifications or organizational units who were not eligible or selected for the program. You further acknowledge that you received the information described in this section.

The benefits described in this Agreement and pursuant to the summary plan description for the Procter & Gamble 2014 U.S. Separation Program, are the special benefits you will receive by signing this Agreement. To the extent this Agreement describes benefits under other benefit plans and policies sponsored by P&G, these special benefits are also described in the summary plan descriptions for those plans. As such, nothing in this Agreement amends or changes the terms of any P&G-sponsored employee benefit plan or policy.

�

After your Last Day of Employment, you will no longer be an active P&G employee, which may affect your coverage under those plans and policies.� For example, plans may require that you enroll in Medicare to be eligible for coverage.� For more information on how not being an active P&G employee may affect your coverage, please refer to and review the summary plan descriptions for each plan, available at PGOne�Life and Career.

To offer your voluntary separation from the Company under the terms described in the above Agreement, go back to the e-mail and electronic link you received and click on the Accept button. By clicking Accept, you acknowledge that you have read the entire Agreement, that you understand it, you are offering to voluntarily separate from the Company and that you voluntarily accept its terms. You further agree that you understand that, should the Company accept your offer to voluntarily separate, it is a legally binding agreement, that you have been advised to consult with an attorney, that you have been given 45 days to consider the Agreement, and that you can revoke your acceptance within seven days of the Company accepting your offer by providing written notification to your immediate manager. If you do not wish to voluntarily separate from employment under the terms of this Agreement, click on the Decline button.

**REMINDER**: CLICKING ACCEPT WILL NOT AUTOMATICALLY ENTITLE YOU TO THE BENEFITS DESCRIBED HEREIN. RATHER, ENTITLEMENT TO THE BENEFITS DESCRIBED IN THIS AGREEMENT WILL OCCUR ONLY IF THE COMPANY ACCEPTS YOUR OFFER TO SEPARATE FROM EMPLOYMENT AND YOU DO NOT REVOKE THIS AGREEMENT WITHIN THE TIMEFRAME PROVIDED ABOVE.

CA FORM

REQUEST FOR AN EMPLOYEE-INITIATED VOLUNTARY SEPARATION AGREEMENT AND RELEASE

To:��Employee_Name�

Date:��Actual_Offer_Date�



Last Day of Employment:	Your last day of employment will be �Exit_Date�,�referred to as your Last Day of Employment. Unless otherwise noted below, your pay and benefits will cease as of your Last Day of Employment.
Separation Payment:	As soon as administratively practical after your Last Day of Employment, P&G will provide you with a Separation Payment of �Total_Amount�,�less legally required withholdings and deductions. In no event will payment be made before expiration of the seven-day revocation period discussed below or later than the March 15th of the year following the year which includes your last day of employment. Amounts you owe to P&G as of your Last Day of Employment, including, but not limited to, wage and/or benefit overpayments and unpaid loans, will also be deducted from the Separation Payment.

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Payment for Unvested PST:	If you are not fully-vested in the Procter & Gamble Profit Sharing Trust and Employee Stock Ownership Plan (PST) as of your Last Day of Employment, as soon as administratively practical after your Last Day of Employment, but no later than the March 15^th�of the year following the year which includes your Last Day of Employment, you will receive a lump sum payment in an amount substantially equivalent to the non-vested credits in your account in the PST.
STAR Awards:	As of your Last Day of Employment, if you were otherwise eligible for a STAR award and�you worked at least 28 days (4 calendar weeks) during that fiscal year, you will receive a pro-rated STAR award for that fiscal year. Your STAR award will be pro-rated by dividing the number of calendar days during the fiscal year from July 1 through your Last Day of Employment by 365. Your STAR award will be paid in cash in the September (but no later than September 15th) immediately following the end of the fiscal year in which you terminate.
Equity Awards (including Recognition Shares):	Your separation will be treated as a Special Separation for purposes of any outstanding equity awards granted under the Procter & Gamble 2009 Stock and Incentive Compensation Plan, the Procter & Gamble 2001 Stock and Incentive Compensation Plan, the Procter & Gamble 1992 Stock Plan, or the Gillette Company 2004 Long-Term Incentive Plan and as a result the awards will be retained subject to the original terms and conditions of the awards. Awards granted under the Procter & Gamble 2014 Stock & Incentive Compensation Plan are retained subject to the terms and conditions of the Awards. � This agreement does not alter the rights and obligations that you may have under the Procter & Gamble 2014 Stock & Incentive compensation Plan, the Procter & Gamble 2009 Stock and Incentive Compensation Plan, the Procter & Gamble 2001 Stock and Incentive Plan, the Procter & Gamble 1992 Stock Plan, and the Gillette Company 2004 Long-Term Incentive Plan.
Current Medical, Dental, and Life Insurance Benefits:	Your Medical (including prescription drug and EAP programs), Dental, and Basic Group Life insurance coverage will continue under the same terms until �Benefits_End_Date�. When your extended coverage ends, you may be entitled to continue your Medical and Dental insurance coverage under COBRA. If you are entitled to COBRA continuation coverage, you will receive a notice of your right to elect COBRA.

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Retiree Medical and Dental Benefits:	If you were eligible for P&G retiree healthcare coverage on your Last Day of Employment, you will be eligible to enroll in P&Gs retiree medical and dental insurance coverage. You are eligible for P&G retiree healthcare coverage if you satisfy the regular retiree eligibility rules (i.e., you are a Regular Retiree) as of your Last Day of Employment. Under the terms of this Agreement, you also are eligible for P&G retiree healthcare coverage as a Special Retiree by satisfying the Rule of 70 as of your Last Day of Employment. You satisfy the Rule of 70 when your full years of age plus your full years of service equal 70. If you are eligible for P&Gs retiree healthcare coverage as either a Regular Retiree or a Special Retiree as of your Last Day of Employment, you should contact the Employee Service Center before your extension of coverage ends to request retiree healthcare enrollment information. For details regarding the terms and conditions of your retiree health coverage, please refer to and review the summary plan descriptions, available at PGOne�Life and Career Important Note:�If you become employed by a direct competitor of P&G (as determined by P&Gs Chief Human Resources Officer) in an officer and/or director capacity, you will not be eligible for coverage under P&Gs retiree healthcare coverage as long as you remain employed by such competitor. If you have questions, please contact the Benefits Service Center at 1-888-627-7472.
Retiree Life Benefits:	If you are eligible for retiree life coverage on your Last Day of Employment, your Basic Group Life Insurance will convert to Retiree Group Life Insurance. For details regarding the terms and conditions of your Retiree Group Life Insurance coverage, please refer to and review the summary plan descriptions available at PGOne�Life and Career.

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Outplacement Services:	P&Gs outplacement supplier, Right Management Consultants, will provide services to assist you in managing your transition to a new future, based on your interest. Services include pre-decision counseling, career transition programs, and job development opportunities. Right Management Consultants will also assist you in preparing for your job search, including r�sum� preparation, cover letters, other written materials and interview and networking training. After P&G accepts this Agreement, and after obtaining your managers approval, you may�begin utilizing outplacement services on a limited basis prior to your Last Day of Employment, consistent with the needs of the business and your responsibilities to complete and/or transition your work. Note that you must�begin utilizing outplacement services within 45 days of your Last Day of Employment to be eligible for this benefit.
Retraining:	You are eligible for reimbursement (up to $5,000) for the cost of tuition, registration and laboratory fees for courses taken at accredited colleges and universities, or at 2-year colleges, trade schools, or vocational schools approved by appropriate accrediting boards. Correspondence courses which result in credit towards diplomas, degrees, etc. may be acceptable if offered by eligible non-profit institutions. You must have courses approved in advance and submit proof of payment of covered fees and proof (such as a transcript) that the courses were completed successfully. Courses that are recreational in nature, such as golf lessons, will not be approved. All expenses for retraining must be incurred within twenty-four (24) months of your Last Day of Employment. The retraining reimbursement benefit is administered by Right Management Consultants.
No Consideration Without Executing this Agreement:	You affirm that you understand and agree that you would not receive the separation payment and/or benefits specified in this Agreement without executing this Agreement and fulfilling the promises contained in it.� Except as provided in this Agreement or under the terms and conditions of an applicable benefit plan or policy sponsored by P&G, you shall not be due any payments or benefits from P&G in connection with the termination of your employment.

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Continued Employment Through Your Last Day of Employment:	You agree to perform your work and responsibilities as an employee in a satisfactory manner up to and including your Last Day of Employment, including compliance with all provisions of this Separation Agreement and Release. If P&G determines that you have engaged in serious misconduct during your employment, you understand and agree that P&G may terminate your employment immediately and will not provide, nor will it be obligated to provide, you will the Separation payment, medical benefits, outplacement, retraining and other benefits described above. If you have already received any such pay or benefits, you agree to repay them to P&G upon demand.
Nonadmission of Wrongdoing:	You affirm that you understand and agree that neither this Agreement nor the furnishing of the consideration for this Agreement, including the Separation Payment, shall be deemed or construed at any time for any purpose as an admission by P&G of wrongdoing or evidence of any liability or unlawful conduct of any kind.

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Release of Claims Including Age Discrimination and Employment Claims:	In consideration of the Separation Payment and other benefits provided above to which you would not have been entitled under any existing P&G Policy, you release P&G from any and all claims you have against P&G. The term P&G includes �Company� and any of its present, former and future owners, parents, affiliates and subsidiaries, and its and their directors, officers, shareholders, employees, agents, servants, representatives, predecessors, successors and assigns and their employee benefit plans and programs and their administrators and fiduciaries. This release applies to claims about which you now know or may later discover, and includes but is not limited to: (1) claims arising under the Age Discrimination in Employment Act, 29 U.S.C. � 621, et seq.; (2) claims arising out of or relating in any way to your employment with P&G or the conclusion of that employment; (3) claims arising under any federal, state and local employment discrimination laws, regulations or ordinances or other orders that relate to the employment relationship and/or employee benefits; (4) claims under California state and local statutes, rules and regulations including but not limited to (a) California Family Rights Act Cal. Govt Code � 12945.2; (b) California Fair Employment and Housing Act Cal. Govt Code � 12900 et seq.; (c) California Unruh Civil Rights Act Cal. Civ. Code � 51 et seq.; (d) Statutory Provisions Regarding the Confidentiality of AIDS Information Cal. Health & Safety Code � 120775 et seq.; (e) California Confidentiality of Medical Information Act Cal. Civ. Code � 56 et seq.; (f) California Parental Leave Law Cal. Lab. Code � 230.7 et seq.; (g) California Apprenticeship Program Bias Law Cal. Lab. Code � 3070 et seq.; (h) California Equal Pay Law Cal. Lab. Code � 1197.5; (i) California Whistleblower Protection Law Cal. Lab. Code � 1102.5; (j) California Military Personnel Bias Law Cal. Mil. & Vet. Code � 394; (k) Statutory Provision Regarding California Family and Medical Leave Cal. Lab. Code � 233; (l) Statutory Provisions Regarding California Electronic Monitoring of Employees Cal. Lab. Code � 435; (m) the California Occupational Safety and Health Act, as amended; (n) California Labor Code � 6300 et seq., and any applicable regulations thereunder; (o) California Obligations of Investigative Consumer Reporting Agencies Law Cal. Civ. Code � 1786.10 et seq.; (p) California Political Activities of Employees Law Cal. Lab. Code � 1101 et seq.; (q) California Domestic Violence Victim Employment Leave Law Cal. Lab. Code � 230.1; (r) California Court Leave Law Cal. Lab. Code � 230; (s) those other provisions of the California Labor Code that lawfully may be released; (t) Los Angeles AIDS-Based Discrimination Ordinance, Los Angeles Municipal Ordinance �45.80 et seq.; (u) California Labor Code � 132a; and (5) any other federal, state or local law, rule, regulation or ordinance, public policy, contract, tort or common law. This release does not apply to claims that may arise after the date you accept this Agreement or that may not be released under applicable law. You are not waiving any rights you may have to: (a) your own vested accrued employee benefits under the P&G health, welfare, or retirement benefit plans as of the Employment Separation Date; (b) benefits and/or the right to seek benefits under applicable workers compensation statutes (except as to claims under Labor Code sections 132a and 4553) and/or unemployment compensation statutes; (c) pursue claims which by law cannot be waived by signing this Agreement; (d) enforce this Agreement; and/or (e) challenge the validity of this Agreement. You agree that the decision that your last day of employment would be on the Employment Separation Date was made prior to your accepting and executing this Agreement, and you agree that you are releasing any claim in connection with the separation of your employment. Nothing in this Agreement prohibits or prevents you from filing a charge with or participating, testifying, or assisting in any investigation, hearing, or other proceeding before any federal, state, or local government agency. However, to the maximum extent permitted by law, you agree that if such an administrative claim is made, you shall not be entitled to recover any individual monetary relief or other individual remedies. If any claim is not subject to release, to the extent permitted by law, you agree that you waive any right or ability to be a class or collective action representative or to otherwise participate in any putative or certified class, collective or multi-party action or proceeding based on such a claim in which P&G is a party. Waiver of California Civil Code Section 1542.�To effect a full and complete general release as described above, you expressly waive and relinquish all rights and benefits of Section 1542 of the Civil Code of the State of California and do so understanding and acknowledging the significance and consequence of specifically waiving Section 1542. Section 1542 of the Civil Code of the State of California states as follows: A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor. Thus, notwithstanding the provisions of Section 1542, and to implement a full and complete release and discharge of P&G, you expressly acknowledge this Agreement is intended to include in its effect, without limitation, all claims you do not know or suspect to exist in your favor at the time of signing this Agreement, and that this Agreement contemplates the extinguishment of any such claims. You warrant that you have read this Agreement, including this waiver of California Civil Code Section 1542, and that You have consulted with or had the opportunity to consult with counsel of your choosing about this Agreement and specifically about the waiver of Section 1542, and that you understand this Agreement and the Section 1542 waiver, and so you freely and knowingly enters into this Agreement. You further acknowledge that you later may discover facts different from or in addition to those you know or believe to be true regarding the matters released or described in this Agreement, and even so you agree that the releases and agreements contained in this Agreement shall remain effective in all respects notwithstanding any later discovery of any or additional facts. You expressly assume any and all risk of any mistake in connection with the true involved in the matters, disputes, or controversies released or described in this Agreement to with regard to any facts now unknown to you relating thereto.

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Confidential, Proprietary, Trade Secret Information:	You agree that you will not use or share any confidential, proprietary or trade secret information about any aspect of P&Gs business with any non-P&G employee or business entity at any time in the future. You further agree that you will not obtain or have in your possession any confidential, proprietary or trade secret information on or after your last day of employment. Confidential, proprietary or trade secret information includes, but is not limited to, marketing and advertising plans, pricing information, upstream plans, specific areas of research and development, project work, product formulation, processing methods, assignments of individual employees, testing and evaluation procedures, cost figures, construction plans, and special techniques or methods of any kind. For the purposes of this section, it shall be conclusively presumed that you have knowledge or information to which you were directly exposed through the actual receipt of memos or documents containing such information or through actual attendance at meetings at which such information was discussed or disclosed. The provisions of this section are not in lieu of, but are in addition to, your continuing obligation to not use or disclose P&Gs trade secrets and confidential information known to you until any particular trade secret or confidential information becomes generally known (through no fault of yours). Information regarding products in development, in test market or being marketed or promoted in a discrete geographic region, which information P&G is considering for a broader use, shall not be deemed generally known until such broader use is actually commercially implemented. Also, generally known means known throughout the domestic United States industry or, if you have job responsibilities outside of the United States, the appropriate foreign country or countries industry. If any restriction in this section is found by any court of competent jurisdiction or arbitrator to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it will be modified and interpreted to extend only over the maximum period of time, range of activities or geographic area so that it may be enforceable.

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Acknowledgements and Affirmations:	You affirm that you have not filed, caused to be filed, or presently are a party to any claim against P&G. You affirm that you have been paid and/or have received all compensation, wages, bonuses, commissions, and/or benefits which are due and payable as of the date you sign this Agreement. To the extent that you are required to report hours worked, you affirm that you have reported all hours worked as of the date you sign this Agreement. You also affirm that you have been reimbursed for all necessary business expenses. You affirm that you have been granted any leave to which you were entitled under the Family and Medical Leave Act or related state or local leave or disability accommodation laws. You further affirm that you have no known workplace injuries or occupational diseases that have not been reported and that you have not been retaliated against for sustaining any work-related injury or filing any workers compensation claims.
Assignment of Intellectual Property:	You will promptly and fully disclose, transfer and assign to P&G all inventions and any other intellectual property (collectively Intellectual Property) made or conceived by you during your employment with P&G. You agree to fully cooperate in executing any papers required for establishing or protecting the Intellectual Property and for establishing P&Gs ownership, even if such cooperation is necessary after your Last Day of Employment.

Page 22 of 22



Return of P&G Property:	You agree that on or before your Last Day of Employment, you will return to P&G in good condition all of its equipment, materials and information that were in your possession, custody or control (including, but not limited to, computers, files, documents, credit cards, keys and identification badges). You further agree that you will provide your manager with all passwords to P&G electronic communication and data systems before your Last Day of Employment. You further agree that on or before your Last Day of Employment, you will return or if directed to do so by your immediate manager, delete (i.e., destroy all copies of) any and all P&G confidential, proprietary or trade secret information you have maintained in your possession, custody, or control in paper, electronic and/or digital formats, including but not limited to, any such confidential, proprietary, or trade secret information (e.g., files, documents, etc.) that you may have electronically or digitally processed or stored on P&G-issued or on personally-owned or maintained digital devices and/or service accounts. Such digital devices and/or service accounts may include, but are not limited to desktop and laptop computers, notebooks, tablets, iPads, mobile phones, smartphones, personal digital assistants (PDAs), USB and flash drives, external hard drives, CDs, DVDs, and/or external file processing or storage provided by cloud service providers such as box.net, dropbox, Google docs, etc.
Ethics Compliance:	You agree that you provided P&G all information known to you regarding any violations of the Procter & Gamble Worldwide Business Conduct Manual and/or any other violations of P&G policy or the law.

Page 23 of 23



Agreement to Arbitrate Disputes:	Resolving any future differences we may have in the courts can take a long time and be expensive. You and P&G therefore agree that the only remedy for all disputes that are not released by this Agreement or that arise out of your employment with or separation from P&G, or any aspect of this Agreement, will be to submit any such disputes (with the exception noted at the end of this section) to final and binding arbitration in accordance with the National Rules for Resolution of Employment Disputes of the American Arbitration Association then in effect. You and P&G agree that the aggrieved party must send written notice of any claim to the other party by certified mail, return receipt requested. Written notice for P&G will be sent to: Secretary, One Procter & Gamble Plaza, Cincinnati, OH 45202, and to you at the most current address shown for you in P&Gs records. The arbitrator will apply Ohio law. At your written request, P&G will reimburse you for all fees and costs charged by the American Arbitration Association and its arbitrator to the extent they exceed the applicable fees and costs that would have been charged by a court of competent jurisdiction had your claim been filed in court. There is one exception to this section. P&G may seek injunctive relief in any court of competent jurisdiction if it has reason to believe that you have violated or are about to violate (1) the terms of the Confidential, Proprietary, Trade Secret Information & Period of Non-Competition section above, or (2) if you are a participant in the 2009 Stock and Incentive Compensation Plan, the 2001 Stock and Incentive Compensation Plan, or the 1992 Stock Plan, the terms of Article F Restrictions & Covenants of those plans.
Severability:	If any court of competent jurisdiction or arbitrator should later find that any portion of this Agreement is invalid, that invalidity will not affect the enforceability of any other portion of this Agreement.
Employment References:	You understand that P&Gs historical policy is to not provide employment references to prospective employers. However, P&G is willing to waive that policy in your case on the following basis: You authorize your manager or human resources representative to provide an employment reference upon written or verbal request. In return, you release any claim against P&G and will not bring a lawsuit in court against P&G based upon that employment reference (or lack thereof). You agree that you will refer all reference inquiries to your manager or human resources representative only. You further understand that all disputes regarding employment references or the lack thereof must be resolved through the arbitration process described above.

Page 24 of 24



No Reliance:	This Agreement sets forth the entire agreement between you and P&G and fully supersedes any prior agreements or understanding between the parties except that if you are a participant in the 2009 Stock and Incentive Compensation Plan, the 2001 Stock and Incentive Compensation Plan, or the 1992 Stock Plan, the terms of Article F Restrictions & Covenants of those plans remain in full force and effect and are incorporated herein by reference and if you are a participant in the 2014 Stock Plan, the terms of Article 6 Restrictions & Covenants of the plan remain in full force and are in effect and are incorporated herein by reference. In deciding to accept this Agreement, you agree that you have not relied upon any statements or promises by P&G, its managers, agents or employees, other than those set forth in this Agreement. No other promises or agreements concerning the matters described in this Agreement shall be binding unless in a subsequent document signed by these parties.
Your Attorney:	You acknowledge that you have been and hereby are advised to consult with legal counsel before accepting this Agreement and have either done so or have voluntarily declined to do so.
Timing for Acceptance or Revocation:	You have forty-five (45) calendar days in which to consider this Agreement in which you waive important rights, including those under the Age Discrimination in Employment Act of 1967. If you choose to sign this Agreement, please do so by indicating your acceptance of this Agreement with your electronic signature in P&Gs electronic system. We advise you to consult with an attorney of your choosing prior to signing this Agreement. Further, you may within seven (7) calendar days of the Company accepting your offer, cancel and terminate the Agreement by giving written notice of your intention to revoke the Agreement to your immediate manager, and by returning to P&G any remuneration or benefits that have been advanced to you in anticipation of your not revoking your Agreement and to which you are not entitled. If notice of your revocation is mailed, it must be postmarked within seven (7) calendar days after you sign this Agreement. You understand that in total, you will have had more than seven (7) dates to revoke this Agreement from the date on which you submitted your intent to participate in this Voluntary Separation Program. You agree that any modifications, material or otherwise, made to this Agreement, do not restart or affect in any manner the original up to forty-five (45) calendar day consideration period.

Page 25 of 25



Eligibility Information for Group Program Under The Older Workers Benefits Protection Act:	If your separation and the offer of separation pay and benefits set forth in this Agreement is part of a program offered to a group of employees, attached to this Agreement is information regarding the class, unit, or group of individuals covered by such program, any eligibility factors, any time limits associated with the program, and a list showing, on the one hand, the ages and job titles of P&G employees in the job classifications or organizational units who were eligible or selected to participate in the program, and also showing, on the other hand, the ages and job titles of those employees in the same job classifications or organizational units who were not eligible or selected for the program. You further acknowledge that you received the information described in this section.

�

EXHIBIT 10-2

The Procter & Gamble 2014 Stock and Incentive Compensation Plan Additional terms and conditions

10-14-2014

FORM AA AWARD AGREEMENT

_______________________________________________________________________________________

[GRANT DATE]��[GLOBALID]

[FIRST NAME] [MIDDLE NAME] [LAST NAME]

Subject: NON-STATUTORY STOCK OPTION SERIES XX-AA

In recognition of your contributions to the future success of the business, The Procter & Gamble Company (Company) hereby grants to you an option to purchase shares of Procter & Gamble Common Stock as follows:

Option Price per Share:��$[STOCK PRICE]

Number of Shares:��[SHARES]

Grant Date:��[GRANT DATE]

Expiration Date:��[GRANT DATE + 10 YEARS]

Vest Date:��100% on [GRANT DATE + 3 YEARS]

Acceptance Deadline:��[ACCEPTANCE DATE]

This Award is granted in accordance with and subject to the terms of The Procter & Gamble 2014 Stock and Incentive Compensation Plan (including any applicable sub-plan) (the Plan), the Regulations of the Compensation and Leadership Development Committee of the Board of Directors (Committee), this Award Agreement including Attachments and the Exercise Instructions in place as may be revised from time to time. Any capitalized terms used in this Agreement that are not otherwise defined herein are defined in the Plan. You may access the Plan by activating this hyperlink: The Procter & Gamble 2014 Stock and Incentive Compensation Plan and the Regulations and Sub Plans by activating this hyperlink: Regulations of the Committee. If you have difficulty accessing the materials online, please send an email to [email protected] for assistance.

Vesting and Exercise

If you remain employed through the Vest Date, the Award will become exercisable on the Vest Date. If you terminate employment for any reason before the Expiration Date and prior to exercising the Award, except for the reasons listed below, the Award will be forfeited immediately upon your termination of employment. For the purposes of this Award, termination of employment will be effective as of the date that you are no longer actively employed and will not be extended by any notice period required under local law.


1.	Termination on Account of Death. In the event of death, the Vest Date for this Award becomes your date of death and the Award remains exercisable until the Expiration Date.

Termination on Account of Retirement or Disability after June 30^th of the fiscal year in which this Award was granted. In the event of Retirement or Disability, respectively, that occurs after June 30^th of the fiscal year in which this Award was granted, the Award is not forfeited and will be exercisable on the Vest Date in this Award Agreement and will expire on the Expiration Date as long as you remain in compliance with the terms of the Plan and the Regulations.

Termination after June 30^th of the fiscal year in which this Award was granted pursuant to a Written Separation Agreement. In the event of Termination of Employment from the Company or a Subsidiary that occurs after June 30^th of the fiscal year in which this Award was granted, your Award is forfeited unless you have executed a written separation agreement with the Company or a Subsidiary that provides for retention of the Award. If the Award is retained pursuant to a separation agreement, the Award will become exercisable on the Vest Date in this Award Agreement and will expire on the Expiration Date as long as you remain in compliance with the terms of the Plan, the Regulations and the separation agreement.


4.	Termination in connection with a divestiture or separation of any of the Companys businesses. In the event of Termination of Employment from the Company in connection with a divestiture or separation of any of the Companys businesses, as determined by the Companys Chief Human Resources Officer, the Award is retained and will become exercisable

10-14-2014

on the Vest Date in this Award Agreement and will expire on the Expiration Date as long as you remain in compliance with the terms of the Plan and the Regulations.

This Award Agreement, including Attachment A, the Plan and Regulations of the Committee together constitute an agreement between the Company and you in accordance with the terms thereof and hereof, and no other understandings and/or agreements have been entered by you with the Company regarding this specific Award. Any legal action related to this Award, including Article 6 of the Plan, must be brought in any federal or state court located in Hamilton County, Ohio, USA, and you hereby agree to accept the jurisdiction of these courts and consent to service of process from said courts solely for legal actions related to this Award.

THE PROCTER & GAMBLE COMPANY

Mark Biegger

��

Chief Human Resources Officer

ATTACHMENTS

To Accept Your Award

I have read, understand and agree to be bound by each of:��

"The Procter & Gamble 2014 Stock and Incentive Compensation Plan

"Regulations of the Committee

"This Award Agreement, including Attachment A

I accept the Award detailed above (including attachments)

To Reject Your Award

Read and check the box below:

I have read and understand the terms noted above and do not agree to be bound by these terms. I hereby reject the Award detailed above.

��

Attachment A

Please note that when the issue or transfer of the Common Stock covered by this Award may, in the opinion of the Company, conflict or be inconsistent with any applicable law or regulation of any governmental agency, the Company reserves the right to refuse to issue or transfer said Common Stock and that any outstanding Awards may be suspended or terminated and net proceeds may be recovered by the Company if you fail to comply with the terms and conditions governing this Award.

Nature of the Award

By completing this form and accepting the Award evidenced hereby, I acknowledge that: i) the Plan is established voluntarily by The Procter & Gamble Company (P&G), it is discretionary in nature and it may be amended, suspended or terminated at any time; ii) Awards under the Plan are voluntary and occasional and this Award does not create any contractual or other right to receive future Awards, or benefits in lieu of an Award, even if Awards have been granted repeatedly in the past; iii) all decisions with respect to future Awards, if any, will be at the sole discretion of P&G; iv) my participation in the Plan is voluntary; v) this Award is an extraordinary item and not part of normal or expected compensation or salary for any purposes including, but not limited to, calculating any termination, severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; vi) in the event that my employer is not P&G, the Award will not be interpreted to form an employment relationship with P&G; and furthermore, the Award will not be interpreted to form an employment contract with my employer (Employer); vii) the future value of the shares purchased under the Plan is unknown and cannot be predicted with certainty, may increase or decrease in value and potentially have no value; viii) my participation in the Plan shall not create a right to further employment with my employer and shall not interfere with the ability of my employer to terminate my employment relationship at any time, with or without cause; ix) and no claim or entitlement to compensation or damages arises from the termination of the Award or the diminution in value of the Award or shares purchased and I irrevocably release P&G and my employer from any such claim that may arise.

Data Privacy

I hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of my personal data as described in this document by and among, as applicable, my Employer and The Procter & Gamble Company and its subsidiaries and affiliates (P&G) for the exclusive purpose of implementing, administering and managing my participation in the Plan.

I understand that P&G and my Employer hold certain personal information about me, including, but not limited to, my name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in P&G, details of all Awards or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in my favor, for the purpose of implementing, administering and managing the Plan (Data). I understand that Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in my country or elsewhere, and that the recipients country may have different data privacy laws and protections than my country. I understand that I may request a list with the names and addresses of any potential recipients of the Data by contacting my local human resources representative. I authorize the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing my participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom I may elect to deposit any shares of stock acquired upon exercise or settlement of the Award. I understand that Data will be held only as long as is necessary to implement, administer and manage my participation in the Plan. I understand that I may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing my local human resources representative. I understand, however, that refusing or withdrawing my consent may affect my ability to participate in the Plan. For more information on the consequences of my refusal to consent or withdrawal of consent, I understand that I may contact my local human resources representative.

Responsibility for Taxes

Regardless of any action P&G or my Employer takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (Tax-Related Items), I acknowledge that the ultimate liability for all Tax-Related Items is and remains my responsibility and that P&G and/or my Employer (1)�make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Award, including the issuance, vesting or exercise, settlement, the subsequent sale of shares acquired, the receipt of any dividends or dividend equivalents or the potential impact of current or future tax legislation in any jurisdiction; and (2)�do not commit to structure the terms of the Award or any aspect of the Award to reduce or eliminate my liability for Tax-Related Items.

Prior to exercise or settlement of an Award, I shall pay or make adequate arrangements satisfactory to P&G and/or my Employer to satisfy all withholding and payment on account obligations of P&G and/or my employer. In this regard, I authorize P&G and/or my Employer to withhold all applicable Tax-Related Items from my wages or other cash compensation paid to me by P&G and/or my Employer or from proceeds of the sale of the shares. Alternatively, or in addition, if permissible under local law, P&G may (1) sell or arrange for the sale of shares that I acquire to meet the withholding obligation for Tax-Related Items, and/or (2) withhold in shares, provided that P&G only withholds the amount of shares necessary to satisfy the minimum withholding amount. Finally, I shall pay to P&G or my Employer any amount of Tax-Related Items that P&G or my Employer may be required to withhold as a result of my participation in the Plan or my purchase of shares that cannot be satisfied by the means previously described. P&G may refuse to honor the exercise and refuse to deliver the shares if I fail to comply with my obligations in connection with the Tax-Related Items as described in this section.

Form BB

FORM BB AWARD AGREEMENT

______________________________________________________________________________________

[GRANT_DATE]��[GLOBALID]

[FIRST_NAME] [MIDDLE_NAME] [LAST_NAME]

In recognition of your contributions to the future success of the business, The Procter & Gamble Company (Company) hereby grants to you two options to purchase shares of Procter & Gamble Common Stock as follows:

Subject: NON-STATUTORY STOCK OPTION SERIES XX-BB1

The Company hereby grants to you an option to purchase shares of Procter & Gamble Common Stock as follows:

Option Price per Share:��$[STOCK_PRICE]

Number of Shares:��[#BB1 SHARES]

Grant Date:��[GRANT_DATE]

Expiration Date:��[GRANT_DATE + 10 YEARS]

Vest Date:��100% on [GRANT_DATE + 3 YEARS]

Acceptance Deadline:��[ACCEPTANCE_DATE]

Vesting and Exercise for Series XX-BB1

As long as you remain in compliance with the terms of the Plan and the Regulations, these option shares will not be forfeitable, will become exercisable on the Vest Date, and will expire on the Expiration Date. In the case of death prior to the Vest Date, the Vest Date for this Award becomes your date of death and the Award remains exercisable until the Expiration Date.

Subject: NON-STATUTORY STOCK OPTION SERIES XX-BB2

The Company hereby grants to you an option to purchase shares of Procter & Gamble Common Stock as follows:

Option Price per Share:��$[STOCK_PRICE]

Number of Shares:��[#BB2 SHARES]

Grant Date:��[GRANT_DATE]

Expiration Date:��[GRANT_DATE + 10 YEARS]

Vest Date:��100% on [GRANT_DATE + 3 YEARS]

Acceptance Deadline:��[ACCEPTANCE_DATE]

Vesting and Exercise for Series XX-BB2


1.	Termination on Account of Death. In the case of death, the Vest Date for this Award becomes your date of death and the Award remains exercisable until the Expiration Date.

Termination on Account of Retirement or Disability after June 30^th of the fiscal year in which this Award was granted. In the case of Retirement or Disability, respectively, that occurs after June 30^th of the fiscal year in which this Award was granted, the Award is not forfeited and will be exercisable on the Vest Date in this Award Agreement and will expire on the Expiration Date as long as you remain in compliance with the terms of the Plan and the Regulations.

Termination in connection with a divestiture or separation of any of the Companys businesses. In the event of Termination of Employment from the Company in connection with a divestiture or separation of any of the Companys businesses, as determined by the Companys Chief Human Resources Officer, the Award is retained and will become exercisable on the Vest Date in this Award Agreement and will expire on the Expiration Date as long as you remain in compliance with the terms of the Plan and the Regulations.

Should you choose to accept the stock options, please make sure to also verify your intention that you will not exercise the options earlier than January 1 of the 4^th calendar year following the date of grant (January 1, 20xx). To confirm this commitment, you will need to submit the attached Exercise Commitment Letter no later than [ACCEPTANCE_DATE]. More information is provided in the attached document Belgian Letter Supplement.

THE PROCTER & GAMBLE COMPANY

Mark Biegger

��

Chief Human Resources Officer

ATTACHMENTS

Belgian Letter Supplement

Belgian Exercise Commitment Letter

To Accept Your Award

Read and check the four boxes below:

I have read, understand and agree to be bound by each of:��

"The Procter & Gamble 2014 Stock and Incentive Compensation Plan

"Regulations of the Committee

"This Award Agreement, including Attachment A

I accept the Award detailed above

Pursuant to article 43 � 6 of the law of March 26, 1999 on stock options I hereby personally commit not to exercise the stock options earlier than 1st of Jan of the 4th year following the date of grant. I have read and understood and accept all the conditions indicated in all attachments.

I reject the Belgium exercise commitment. I am fully aware that this will have an impact on the Belgian taxable base for these options.

To Reject Your Award

Read and check the box below:

I have read and understand the terms noted above and do not agree to be bound by these terms. I hereby reject the Award detailed above.

Attachment A

Nature of the Award

By completing this form and accepting the Award evidenced hereby, I acknowledge that: i) the Plan is established voluntarily by The Procter & Gamble Company (P&G), it is discretionary in nature and it may be amended, suspended or terminated at any time; ii) Awards under the Plan are voluntary and occasional and this Award does not create any contractual or other right to receive future Awards, or benefits in lieu of an Award, even if Awards have been granted repeatedly in the past; iii) all decisions with respect to future Awards, if any, will be at the sole discretion of P&G; iv) my participation in the Plan is voluntary; v) this Award is an extraordinary item and not part of normal or expected compensation or salary for any purposes including, but not limited to, calculating any termination, severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; vi) in the event that my employer is not P&G, the Award will not be interpreted to form an employment relationship with P&G; and furthermore, the Award will not be interpreted to form an employment contract with my employer (Employer); vii) the future value of the shares purchased under the Plan is unknown and cannot be predicted with certainty, may increase or decrease in value and potentially have no value; viii) my participation in the Plan shall not create a right to further employment with my Employer and shall not interfere with the ability of my Employer to terminate my employment relationship at any time, with or without cause; ix) and no claim or entitlement to compensation or damages arises from the termination of the Award or the diminution in value of the Award or shares purchased and I irrevocably release P&G and my Employer from any such claim that may arise.

Data Privacy

I understand that P&G and my Employer hold certain personal information about me, including, but not limited to, my name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in P&G, details of all Awards or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in my favor, for the purpose of implementing, administering and managing the Plan (Data). I understand that Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in my country or elsewhere (including countries outside the European Economic Area), and that the recipients country may have different data privacy laws and protections than my country. I understand that I may request a list with the names and addresses of any potential recipients of the Data by contacting my local human resources representative. I authorize the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing my participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom I may elect to deposit any shares of stock acquired upon exercise or settlement of the Award. I understand that Data will be held only as long as is necessary to implement, administer and manage my participation in the Plan. I understand that I may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing my local human resources representative. I understand, however, that refusing or withdrawing my consent may affect my ability to participate in the Plan. For more information on the consequences of my refusal to consent or withdrawal of consent, I understand that I may contact my local human resources representative.

Responsibility for Taxes

Prior to exercise or settlement of an Award, I shall pay or make adequate arrangements satisfactory to P&G and/or my Employer to satisfy all withholding and payment on account obligations of P&G and/or my Employer. In this regard, I authorize P&G and/or my Employer to withhold all applicable Tax-Related Items from my wages or other cash compensation paid to me by P&G and/or my Employer or from proceeds of the sale of the shares. Alternatively, or in addition, if permissible under local law, P&G may (1) sell or arrange for the sale of shares that I acquire to meet the withholding obligation for Tax-Related Items, and/or (2) withhold in shares, provided that P&G only withholds the amount of shares necessary to satisfy the minimum withholding amount. Finally, I shall pay to P&G or my Employer any amount of Tax-Related Items that P&G or my Employer may be required to withhold as a result of my participation in the Plan or my purchase of shares that cannot be satisfied by the means previously described. P&G may refuse to honor the exercise and refuse to deliver the shares if I fail to comply with my obligations in connection with the Tax-Related Items as described in this section.

FORM F

FORM F AWARD AGREEMENT

_______________________________________________________________________________________

[GRANT_DATE]��[GLOBALID]

[FIRST_NAME] [MIDDLE_NAME] [LAST_NAME]

Subject: UK Tax Advantaged (NON-STATUTORY) STOCK OPTION SERIES 15-F

Option Price per Share:��$[STOCK_PRCE]

Number of Shares:��[SHARES]

Grant Date:��[GRANT_DATE]

Expiration Date:��[GRANT DATE + 10 YEARS]

Vest Date:��100% on [GRANT DATE + 3 YEARS]

Acceptance Deadline:��XX April 20XX

This Award is granted in accordance with and subject to the terms of The Procter & Gamble 2014 Stock and Incentive Compensation Plan and the applicable sub-plan, the Schedule 4 CSOP Sub-Plan for the United Kingdom (the Plan), the Regulations of the Compensation and Leadership Development Committee of the Board of Directors (Committee), and this Award Agreement, including Attachment A and the Exercise Instructions in place as may be revised from time to time, except that the Committee has waived the provisions of Article 6.1(a) and 6.1(c) of the Plan. Any capitalized terms used in this Agreement that are not otherwise defined herein are defined in the Plan. You may access the Plan by activating this hyperlink: The Procter & Gamble 2014 Stock and Incentive Compensation Plan and the Schedule 4 CSOP Sub-Plan for the United Kingdom and the Regulations of the Committee by activating this hyperlink: Regulations of the Committee. If you have difficulty accessing the materials online, please send an email to [email protected] for assistance.

Vesting and Exercise


1.	Termination on Account of Death. In the case of death, the Vest Date for this Award becomes your date of death and the Award remains exercisable until the first anniversary of your date of death.

Termination on Account of Retirement or Disability after June 30^th of the fiscal year in which this Award was granted. In the case of Retirement or Disability, respectively, that occurs after June 30th of the fiscal year in which this Award was granted, the Award is not forfeited and will be exercisable on the Vest Date in this Award Agreement and will expire on the Expiration Date as long as you remain in compliance with the terms of the Plan and the Regulations.


3.	Termination after June 30^th of the fiscal year in which this Award was granted pursuant to a Written Separation Agreement. In the event of Termination of Employment that occurs after June 30^th of the fiscal year in which this Award was granted, your Award is forfeited unless you have executed a written

separation agreement with the Company or a Constituent Company that provides for retention of the Award. If the Award is retained pursuant to a separation agreement, the Award will become exercisable on the Vest Date in this Award Agreement and will expire on the Expiration Date as long as you remain in compliance with the terms of the Plan, the Regulations and the separation agreement.

This Award Agreement, including Attachment A, the Plan and the Regulations of the Committee together constitute an agreement between the Company and you in accordance with the terms thereof and hereof, and no other understandings and/or agreements have been entered by you with the Company regarding this specific Award. Any legal action related to this Award, including Article 6 of the Plan, must be brought in any federal or state court located in Hamilton County, Ohio, USA, and you hereby agree to accept the jurisdiction of these courts and consent to service of process from said courts solely for legal actions related to this Award.

THE PROCTER & GAMBLE COMPANY

Mark Biegger

��

Chief Human Resources Officer

[ATTACHMENTS]

To Accept Your Award

Read and check the two boxes below:

I have read, understand and agree to be bound by each of:��

"The Procter & Gamble 2014 Stock and Incentive Compensation Plan

"The Schedule 4 CSOP Sub-Plan for the United Kingdom

"Regulations of the Committee

"This Award Agreement, including Attachment A

I accept the Award detailed above.

To Reject Your Award

Read and check the box below:

I have read and understand the terms noted above and do not agree to be bound by these terms. I hereby reject the Award detailed above.

��

Attachment A

Nature of the Award

By completing this form and accepting the Award evidenced hereby, I acknowledge that: i) the Plan is established voluntarily by The Procter & Gamble Company (P&G), it is discretionary in nature and it may be amended, suspended or terminated at any time; ii) Awards under the Plan are voluntary and occasional and this Award does not create any contractual or other right to receive future Awards, or benefits in lieu of an Award, even if Awards have been granted repeatedly in the past; iii) all decisions with respect to future Awards, if any, will be at the sole discretion of P&G; iv) my participation in the Plan is voluntary; v) this Award is an extraordinary item and not part of normal or expected compensation or salary for any purposes including, but not limited to, calculating any termination, severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; vi) in the event that my employer is not P&G, the Award will not be interpreted to form an employment relationship with P&G; and furthermore, the Award will not be interpreted to form an employment contract with my employer (Employer); vii) the future value of the shares purchased under the Plan is unknown and cannot be predicted with certainty, may increase or decrease in value and potentially have no value; viii) my participation in the Plan shall not create a right to further employment with my Employer and shall not interfere with the ability of my Employer to terminate my employment relationship at any time, with or without cause; ix) and no claim or entitlement to compensation or damages arises from the termination of the Award or the diminution in value of the Award or shares purchased and I irrevocably release P&G and my Employer from any such claim that may arise.

Data Privacy

I understand that P&G and my Employer hold certain personal information about me, including, but not limited to, my name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in P&G, details of all Awards or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in my favor, for the purpose of implementing, administering and managing the Plan (Data). I understand that Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in my country or elsewhere (including countries outside the European Economic Area), and that the recipients country may have different data privacy laws and protections than my country. I understand that I may request a list with the names and addresses of any potential recipients of the Data by contacting my local human resources representative. I authorize the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing my participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom I may elect to deposit any shares of stock acquired upon exercise or settlement of the Award. I understand that Data will be held only as long as is necessary to implement, administer and manage my participation in the Plan. I understand that I may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing my local human resources representative. I understand, however, that refusing or withdrawing my consent may affect my ability to participate in the Plan. For more information on the consequences of my refusal to consent or withdrawal of consent, I understand that I may contact my local human resources representative.

Responsibility for Taxes

Prior to exercise or settlement of an Award, I shall pay or make adequate arrangements satisfactory to P&G and/or my Employer to satisfy all withholding and payment on account obligations of P&G and/or my Employer. In this regard, I authorize P&G and/or my Employer to withhold all applicable Tax-Related Items from my wages or other cash compensation paid to me by P&G and/or my Employer or from proceeds of the sale of the shares. Alternatively, or in addition, if permissible under local law, P&G may (1) sell or arrange for the sale of shares that I acquire to meet the withholding obligation for Tax-Related Items, and/or (2) withhold in shares, provided that P&G only withholds the amount of shares necessary to satisfy the minimum withholding amount. Finally, I shall pay to P&G or my Employer any amount of Tax-Related Items that P&G or my Employer may be required to withhold as a result of my participation in the Plan or my purchase of shares that cannot be satisfied by the means previously described. P&G may refuse to honor the exercise and refuse to deliver the shares if I fail to comply with my obligations in connection with the Tax-Related Items as described in this section.

FORM FR

FORM FR AWARD AGREEMENT

_______________________________________________________________________________________

[GRANT_DATE]��[GLOBALID]

[FIRST_NAME] [MIDDLE_NAME] [LAST_NAME]

Subject: NON-STATUTORY STOCK OPTION SERIES XX-FR

Option Price per Share:��$[STOCK_PRCE]

Number of Shares:��[SHARES]

Grant Date:��[GRANT_DATE]

Expiration Date:��XX February 20XX

Vest Date:��100% on XX February 20XX

Acceptance Deadline:��XX April 20XX

This Award is granted in accordance with and subject to the terms of The Procter & Gamble 2014 Stock and Incentive Compensation Plan (including any applicable sub-plan) (the Plan), the Regulations of the Compensation and Leadership Development Committee of the Board of Directors (Committee), this Award Agreement including Attachments and the Exercise Instructions in place as may be revised from time to time, except that the Committee has waived the provisions of Article 6 relating to certain restrictions with respect to employment with other companies. Any capitalized terms used in this Agreement that are not otherwise defined herein are defined in the Plan. You may access the Plan by activating this hyperlink: The Procter & Gamble 2014 Stock and Incentive Compensation Plan, and you may access the Regulations and sub-plans by activating this hyperlink: Regulations of the Committee. If you have difficulty accessing the materials online, please send an email to [email protected] for assistance.

Vesting and Exercise


1.	Termination on Account of Death. In the case of death, the Vest Date for this Award becomes your date of death and the Award remains exercisable until the Expiration Date.


4.	Termination in connection with a divestiture or separation of any of the Companys businesses. In the event of Termination of Employment from the Company in connection with a divestiture or separation of any of the Companys businesses, as determined by the Companys Chief Human Resources Officer, the Award is retained and will become exercisable

on the Vest Date in this Award Agreement and will expire on the Expiration Date as long as you remain in compliance with the terms of the Plan and the Regulations.

This Award Agreement, including Attachment A, the Plan and Regulations of the Committee together constitute an agreement between the Company and you in accordance with the terms thereof and hereof, and no other understandings and/or agreements have been entered by you with the Company regarding this specific Award. Any legal action related to this Award must be brought in any federal or state court located in Hamilton County, Ohio, USA, and you hereby agree to accept jurisdiction of these courts and consent to service of process from said courts solely for legal actions related to this Award.

THE PROCTER & GAMBLE COMPANY

Mark Biegger

��

Chief Human Resources Officer

ATTACHMENTS

To Accept Your Award

Read and check the two boxes below:

I have read, understand and agree to be bound by each of:��

"The Procter & Gamble 2014 Stock and Incentive Compensation Plan

"Regulations of the Committee

"This Award Agreement, including Attachment A

I accept the Award detailed above

J'ai lu et je comprends le Sous-Plan Fran�ais qui m'a �t� donn�e en Anglais.

To Reject Your Award

Read and check the box below:

I have read and understand the terms noted above and do not agree to be bound by these terms. I hereby reject the Award detailed above.

��

Attachment A

Nature of the Award

By completing this form and accepting the Award evidenced hereby, I acknowledge that: i) the Plan is established voluntarily by The Procter & Gamble Company (P&G), it is discretionary in nature and it may be amended, suspended or terminated at any time; ii) Awards under the Plan are voluntary and occasional and this Award does not create any contractual or other right to receive future Awards, or benefits in lieu of an Award, even if Awards have been granted repeatedly in the past; iii) all decisions with respect to future Awards, if any, will be at the sole discretion of P&G; iv) my participation in the Plan is voluntary; v) this Award is an extraordinary item and not part of normal or expected compensation or salary for any purposes including, but not limited to, calculating any termination, severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; vi) in the event that my Employer is not P&G, the Award will not be interpreted to form an employment relationship with P&G; and furthermore, the Award will not be interpreted to form an employment contract with my Employer (Employer); vii) the future value of the shares purchased under the Plan is unknown and cannot be predicted with certainty, may increase or decrease in value and potentially have no value; viii) my participation in the Plan shall not create a right to further employment with my Employer and shall not interfere with the ability of my Employer to terminate my employment relationship at any time, with or without cause; ix) and no claim or entitlement to compensation or damages arises from the termination of the Award or the diminution in value of the Award or shares purchased and I irrevocably release P&G and my employer from any such claim that may arise.

Data Privacy

I understand that P&G and my Employer hold certain personal information about me, including, but not limited to, my name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in P&G, details of all Awards or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in my favor, for the purpose of implementing, administering and managing the Plan (Data). I understand that Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in my country or elsewhere (including countries outside the European Economic Area), and that the recipients country may have different data privacy laws and protections than my country. I understand that I may request a list with the names and addresses of any potential recipients of the Data by contacting my local human resources representative. I authorize the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing my participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom I may elect to deposit any shares of stock acquired upon exercise or settlement of the Award. I understand that Data will be held only as long as is necessary to implement, administer and manage my participation in the Plan. I understand that I may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing my local human resources representative. I understand, however, that refusing or withdrawing my consent may affect my ability to participate in the Plan. For more information on the consequences of my refusal to consent or withdrawal of consent, I understand that I may contact my local human resources representative.

Responsibility for Taxes

Prior to exercise or settlement of an Award, I shall pay or make adequate arrangements satisfactory to P&G and/or my Employer to satisfy all withholding and payment on account obligations of P&G and/or my Employer. In this regard, I authorize P&G and/or my Employer to withhold all applicable Tax-Related Items from my wages or other cash compensation paid to me by P&G and/or my Employer or from proceeds of the sale of the shares. Alternatively, or in addition, if permissible under local law, P&G may (1) sell or arrange for the sale of shares that I acquire to meet the withholding obligation for Tax-Related Items, and/or (2) withhold in shares, provided that P&G only withholds the amount of shares necessary to satisfy the minimum withholding amount. Finally, I shall pay to P&G or my Employer any amount of Tax-Related Items that P&G or my Employer may be required to withhold as a result of my participation in the Plan or my purchase of shares that cannot be satisfied by the means previously described. P&G may refuse to honor the exercise and refuse to deliver the shares if I fail to comply with my obligations in connection with the Tax-Related Items as described in this section.

FORM IT AWARD AGREEMENT

_______________________________________________________________________________________

[GRANT_DATE]��[GLOBALID]

[FIRST_NAME] [MIDDLE_NAME] [LAST_NAME]

Subject: NON-STATUTORY STOCK OPTION SERIES XX-IT

Option Price per Share:��$[STOCK_PRCE]

Number of Shares:��[SHARES]

Grant Date:��[GRANT_DATE]

Expiration Date:��XX February 20XX

Vest Date:��100% on XX February 20XX

Acceptance Deadline:��XX April 20XX

This Award is granted in accordance with and subject to the terms of The Procter & Gamble 2014 Stock and Incentive Compensation Plan (including any applicable sub-plan) (the Plan), the Regulations of the Compensation and Leadership Development Committee of the Board of Directors (Committee), this Award Agreement including Attachments and the Exercise Instructions in place as may be revised from time to time, except that the Committee has waived the provisions of Article 6.1(b) (relating to certain restrictions with respect to employment with other companies). Any capitalized terms used in this Agreement that are not otherwise defined herein are defined in the Plan. You may access the Plan by activating this hyperlink: The Procter & Gamble 2014 Stock and Incentive Compensation Plan, and you may access the Regulations and sub-plans by activating this hyperlink: Regulations of the Committee. If you have difficulty accessing the materials online, please send an email to [email protected] for assistance.

Vesting and Exercise


1.	Termination on Account of Death. In the case of death, the Vest Date for this Award becomes your date of death and the Award remains exercisable until the Expiration Date.

THE PROCTER & GAMBLE COMPANY

Mark Biegger

��

Chief Human Resources Officer

ATTACHMENTS

To Accept Your Award

Read and check the two boxes below:

I have read, understand and agree to be bound by each of:��

"The Procter & Gamble 2014 Stock and Incentive Compensation Plan

"Regulations of the Committee

"This Award Agreement, including Attachment A

I accept the Award detailed above

To Reject Your Award

Read and check the box below:

I have read and understand the terms noted above and do not agree to be bound by these terms. I hereby reject the Award detailed above.

��

Attachment A

Nature of the Award

By completing this form and accepting the Award evidenced hereby, I acknowledge that: i) the Plan is established voluntarily by The Procter & Gamble Company (P&G), it is discretionary in nature and it may be amended, suspended or terminated at any time; ii) Awards under the Plan are voluntary and occasional and this Award does not create any contractual or other right to receive future Awards, or benefits in lieu of an Award, even if Awards have been granted repeatedly in the past; iii) all decisions with respect to future Awards, if any, will be at the sole discretion of P&G; iv) my participation in the Plan is voluntary; v) this Award is an extraordinary item and not part of normal or expected compensation or salary for any purposes including, but not limited to, calculating any termination, severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; vi) in the event that my employer is not P&G, the Award will not be interpreted to form an employment relationship with P&G; and furthermore, the Award will not be interpreted to form an employment contract with my employer (Employer); vii) the future value of the shares purchased under the Plan is unknown and cannot be predicted with certainty, may increase or decrease in value and potentially have no value; viii) my participation in the Plan shall not create a right to further employment with my Employer and shall not interfere with the ability of my Employer to terminate my employment relationship at any time, with or without cause; ix) and no claim or entitlement to compensation or damages arises from the termination of the Award or the diminution in value of the Award or shares purchased and I irrevocably release P&G and my Employer from any such claim that may arise.

Data Privacy

I understand that P&G and my Employer hold certain personal information about me, including, but not limited to, my name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in P&G, details of all Awards or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in my favor, for the purpose of implementing, administering and managing the Plan (Data). I understand that Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in my country or elsewhere (including countries outside the European Economic Area), and that the recipients country may have different data privacy laws and protections than my country. I understand that I may request a list with the names and addresses of any potential recipients of the Data by contacting my local human resources representative. I authorize the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing my participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom I may elect to deposit any shares of stock acquired upon exercise or settlement of the Award. I understand that Data will be held only as long as is necessary to implement, administer and manage my participation in the Plan. I understand that I may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing my local human resources representative. I understand, however, that refusing or withdrawing my consent may affect my ability to participate in the Plan. For more information on the consequences of my refusal to consent or withdrawal of consent, I understand that I may contact my local human resources representative.

Responsibility for Taxes

FORM UF AWARD AGREEMENT

_______________________________________________________________________________________

[GRANT_DATE]��[GLOBALID]

[FIRST_NAME] [MIDDLE_NAME] [LAST_NAME]

Subject: NON-STATUTORY STOCK OPTION SERIES 15-UK

Option Price per Share:��$[STOCK_PRCE]

Number of Shares:��[SHARES]

Grant Date:��[GRANT_DATE]

Expiration Date:��[GRANT DATE + 10 YEARS]

Vest Date:��100% on [GRANT DATE + 3 YEARS]

Acceptance Deadline:��XX April 20XX

This Award is granted in accordance with and subject to the terms of The Procter & Gamble 2014 Stock and Incentive Compensation Plan (including any applicable sub-plan) (the Plan), the Regulations of the Compensation and Leadership Development Committee of the Board of Directors (Committee), and this Award Agreement including Attachments and the Exercise Instructions in place as may be revised from time to time. Any capitalized terms used in this Agreement that are not otherwise defined herein are defined in the Plan. You may access the Plan by activating this hyperlink: The Procter & Gamble 2014 Stock and Incentive Compensation Plan, and you may access the Regulations, which includes the sub-plans, by activating this hyperlink: Regulations of the Committee. If you have difficulty accessing the materials online, please send an email to [email protected] for assistance.

Vesting and Exercise


1.	Termination on Account of Death. In the case of death, the Vest Date for this Award becomes your date of death and the Award remains exercisable until the Expiration Date.

Termination after June 30^th of the fiscal year in which this Award was granted pursuant to a Written Separation Agreement. In the event of Termination of Employment that occurs after June 30^th of the fiscal year in which this Award was granted, your Award is forfeited unless you have executed a written separation agreement with the Company or a Constituent Company that provides for retention of the Award. If the Award is retained pursuant to a separation agreement, the Award will become exercisable on the Vest Date in this Award Agreement and will expire on the Expiration Date as long as you remain in compliance with the terms of the Plan, the Regulations and the separation agreement.

Subject: UK Tax Advantaged (NON-STATUTORY) STOCK OPTION SERIES 15-F

The Procter & Gamble Company (Company) hereby grants to you an option to purchase shares of Procter & Gamble Common Stock as follows:

Option Price per Share:��$[STOCK_PRCE]

Number of Shares:��[SHARES]

Grant Date:��[GRANT_DATE]

Expiration Date:��[GRANT DATE + 10 YEARS]

Vest Date:��100% on [GRANT DATE + 3 YEARS]

Acceptance Deadline:��XX April 20XX

Vesting and Exercise


1.	Termination on Account of Death. In the case of death, the Vest Date for this Award becomes your date of death and the Award remains exercisable until the first anniversary of your date of death.

Termination on Account of Retirement or Disability after June 30^th of the fiscal year in which this Award was granted. In the case of Retirement or Disability, respectively, that occurs after June 30th of the fiscal year in which this Award was granted, the Award is not forfeited and will be exercisable on the Vest Date in this Award Agreement and will expire on the Expiration Date as long as you remain in compliance with the terms of the Plan and the Regulations.

THE PROCTER & GAMBLE COMPANY

Mark Biegger

��

Chief Human Resources Officer

ATTACHMENTS

To Accept Your Award

Read and check the three boxes below:

I have read, understand and agree to be bound by each of:��

"The Procter & Gamble Company 2014 Stock and Incentive Compensation Plan


"	The Schedule 4 CSOP Sub-Plan for the United Kingdom (applies to series 15-F only)

"Regulations of the Committee

"This Award Agreement, including Attachments A and Attachment UK

I agree to accept the charge of National Insurance contributions (employee and employer's) on the gain resulting from the future exercise of the above option at such rate as in force at the time of that exercise. I have read, understand and agree to be bound by the National Insurance Contributions Joint Election Agreement Form. (Only applicable to Stock Option Series 15-UK, not applicable to Stock Options Series 15-F or RSUs)

I accept the Award detailed above

To Reject Your Award

Read and check the box below:

I have read and understand the terms noted above and do not agree to be bound by these terms. I hereby reject the Award detailed above.

��

Attachment A

Nature of the Award

By completing this form and accepting the Award evidenced hereby, I acknowledge that: i) the Plan is established voluntarily by The Procter & Gamble Company (P&G), it is discretionary in nature and it may be amended, suspended or terminated at any time; ii) Awards under the Plan are voluntary and occasional and this Award does not create any contractual or other right to receive future Awards, or benefits in lieu of an Award, even if Awards have been granted repeatedly in the past; iii) all decisions with respect to future Awards, if any, will be at the sole discretion of P&G; iv) my participation in the Plan is voluntary; v) this Award is an extraordinary item and not part of normal or expected compensation or salary for any purposes including, but not limited to, calculating any termination, severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; vi) in the event that my employer is not P&G, the Award will not be interpreted to form an employment relationship with P&G; and furthermore, the Award will not be interpreted to form an employment contract with my employer (Employer); vii) the future value of the shares purchased under the Plan is unknown and cannot be predicted with certainty, may increase or decrease in value and potentially have no value; viii) my participation in the Plan shall not create a right to further employment with my Employer and shall not interfere with the ability of my Employer to terminate my employment relationship at any time, with or without cause; ix) and no claim or entitlement to compensation or damages arises from the termination of the Award or the diminution in value of the Award or shares purchased and I irrevocably release P&G and my Employer from any such claim that may arise.

Data Privacy

I understand that P&G and my Employer hold certain personal information about me, including, but not limited to, my name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in P&G, details of all Awards or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in my favor, for the purpose of implementing, administering and managing the Plan (Data). I understand that Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in my country or elsewhere (including countries outside the European Economic Area), and that the recipients country may have different data privacy laws and protections than my country. I understand that I may request a list with the names and addresses of any potential recipients of the Data by contacting my local human resources representative. I authorize the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing my participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom I may elect to deposit any shares of stock acquired upon exercise or settlement of the Award. I understand that Data will be held only as long as is necessary to implement, administer and manage my participation in the Plan. I understand that I may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing my local human resources representative. I understand, however, that refusing or withdrawing my consent may affect my ability to participate in the Plan. For more information on the consequences of my refusal to consent or withdrawal of consent, I understand that I may contact my local human resources representative.

Responsibility for Taxes

Regardless of any action P&G or my Employer takes with respect to any or all income tax, national insurance contributions, payroll tax, payment on account or other tax-related withholding (Tax-Related Items), I acknowledge that the ultimate liability for all Tax-Related Items is and remains my responsibility and that P&G and/or my Employer (1)�make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Award, including the issuance, vesting or exercise, settlement, the subsequent sale of shares acquired, the receipt of any dividends or dividend equivalents or the potential impact of current or future tax legislation in any jurisdiction; and (2)�do not commit to structure the terms of the Award or any aspect of the Award to reduce or eliminate my liability for Tax-Related Items.

Prior to exercise or settlement of an Award, I shall pay or make adequate arrangements satisfactory to P&G and/or my Employer to satisfy all withholding and payment on account obligations of P&G and/or my Employer. In this regard, I authorize P&G and/or my Employer to withhold all applicable Tax-Related Items from my wages or other cash compensation paid to me by P&G and/or my Employer or from proceeds of the sale of the shares. Alternatively, or in addition, if permissible under local law, P&G may (1) sell or arrange for the sale of shares that I acquire to meet the withholding obligation for Tax-Related Items, and/or (2) withhold in shares, provided that P&G only withholds the amount of shares necessary to satisfy the minimum withholding amount. Finally, I shall pay to P&G or my Employer any amount of Tax-Related Items that P&G or my Employer may be required to withhold as a result of my participation in the Plan or my purchase of shares that cannot be satisfied by the means previously described. P&G may refuse to honor the exercise and refuse to deliver the shares if I fail to comply with my obligations in connection with the Tax-Related Items as described in this section.

ATTACHMENT UK

I understand that I am eligible to receive a grant of stock options or restricted stock units (an Award) under The Procter & Gamble 2014 Omnibus Incentive Compensation Plan (the Plan).

Responsibility for UK Taxes (Only applicable to Stock Option Series 15-UK, not applicable to Stock Options Series 15-F or RSUs)

I acknowledge and agree that I shall be liable for the Secondary Class 1 National Insurance Contributions which may be payable by P&G or my employer (Employer) (or by any successor to P&G or my Employer) with respect to the acquisition of stock pursuant to the Award, the assignment or release of the Award for consideration, or the receipt of any other benefit in connection with the Award and that liability for the Secondary Class 1 National Insurance Contribution payments shall be transferred to me to the fullest extent permitted by law. I hereby authorize P&G or any subsidiary owned directly or indirectly by P&G, or the successor to any such company (the Company Group) to withhold such Secondary Class 1 National Insurance Contributions from my salary or other payment due to me, or by arranging for the sale of shares of stock which I am entitled to receive on the exercise or settlement of the Award, or I may make payment for such Secondary Class 1 National Insurance Contributions by cash or check to the member of the Company Group who will remit any such contributions to HMRC. Prior to the first vesting date of the Award, I shall make an election in the form specified and/or approved for such election by HMRC that the liability for the Secondary Class 1 National Insurance Contribution payments on any such gains shall be transferred to me (the Election). I further agree to execute such other elections as may be required between me and any successor to P&G and/or my Employer.

The Procter & Gamble

2014 Stock and Incentive Compensation Plan

Stock Option and Restricted Stock Unit Awards

For Employees in the United Kingdom

FORM OF ELECTION TO TRANSFER THE EMPLOYERS SECONDARY

CLASS 1 NATIONAL INSURANCE LIABILITY TO THE EMPLOYEE

(Only applicable to Stock Option Series 15-UK, not applicable to Stock Options Series 15-F or RSUs)


1.	Parties

This Election is between:


(A)	You, the individual who has obtained access to this Election (the Employee), who is eligible to receive stock options (the Options) granted by The Procter & Gamble Company of 1 Procter & Gamble Plaza, Cincinnati, OH 45202, U.S.A. pursuant to the terms and conditions of the Procter & Gamble 2014 Stock and Incentive Compensation Plan (the Plan), and


(B)	The Procter & Gamble Company (P&G or the Company), which may grant Options and/or Restricted Stock Units under the Plan and is entering into this Election on behalf of the Employees Employer (Employer).


2.	Purpose of Election


2.1	This Election relates to the Employers secondary Class 1 National Insurance Contributions (the Employers Liability) which may arise on the occurrence of a "Taxable Event" pursuant to section 4(4)(a) of the Social Security Contributions and Benefits Act 1992, including:


(i)	the acquisition of securities pursuant to the Options (pursuant to section 477(3)(a) ITEPA); and/or


(ii)	the assignment or release of the Options in return for consideration (pursuant to section 477(3)(b) ITEPA); and/or


(iii)	the receipt of a benefit in connection with the Options other than a benefit within (i) or (ii) above (pursuant to section 477(3)(c) ITEPA); and/or


(iv)	the acquisition of securities pursuant to Options granted under the Tax Advantaged sub-plan of the Plan in circumstances that do not attract relief from income tax.

In this Election, ITEPA means the Income Tax (Earnings and Pensions) Act 2003.


2.2	This Election applies to all Options granted to the Employee under the Plan on or after January 1, 2015 up to the termination date of the Plan.


2.3	This Election�does not apply in relation to any liability, or any part of any liability, arising as a result of regulations being given retrospective effect by virtue of section 4B(2) of either the Social Security Contributions and Benefits Act 1992, or the Social Security Contributions and Benefits (Northern Ireland) Act 1992.


3.	The Election

The Employee and the Employer jointly elect that the entire liability of the Employer to pay the Employers Liability on the Taxable Event is hereby transferred to the Employee. The Employee understands that by checking the accept boxes of the grant letter and submitting, he or she will become personally liable for the Employers Liability covered by this Election.


4.	Payment of the Employers Liability


4.1	The Employee hereby authorises the Employer and/or P&G to collect the Employers Liability from the Employee at any time after the Taxable Event:


(i)	by deduction from salary or any other payment payable to the Employee at any time on or after the date of the Taxable Event; and/or


(ii)	directly from the Employee by payment in cash or cleared funds; and/or


(iii)	by arranging, on behalf of the Employee, for the sale of some of the securities which the Employee is entitled to receive in respect of the Options; and/or


(iv)	through any other method as set forth in the award agreement entered into between the Employee and P&G.


4.2	The Employer hereby reserves for itself and P&G the right to withhold the transfer of any securities to the Employee until full payment of the Employers Liability is received.


4.3	The Employer agrees to remit the Employers Liability to Her Majestys Revenue and Customs (HMRC) on behalf of the Employee within 17 days after the end of the UK tax month during which the Taxable Event occurs.


5.	Duration of Election


5.1	The Employee and the Employer agree to be bound by the terms of this Election regardless of whether the Employee is transferred abroad or is not employed by the Employer on the date on which the Employers Liability becomes due.


5.2	This Election will continue in effect until the earliest of the following:


(i)	such time as both the Employee and the Employer agree in writing that it should cease to have effect;


(ii)	on the date the Employer serves written notice on the Employee terminating its effect;


(iii)	on the date HMRC withdraws approval of this Form of Election; or


(iv)	on the date the Election ceases to have effect in accordance with its terms in respect of any outstanding Options granted under the Plan.

Acceptance by the Employee

The Employee acknowledges that by checking the accept boxes and submitting where indicated above, the Employee agrees to be bound by the terms of this Election as stated above.

Acceptance by the Employer

The Employer acknowledges that Mark Biegger is an authorized representative and that by delivering this document bearing his name, the Employer agrees to be bound by the terms of this Election as stated above.

FORM UK AWARD AGREEMENT

_______________________________________________________________________________________

[GRANT_DATE]��[GLOBALID]

[FIRST_NAME] [MIDDLE_NAME] [LAST_NAME]

Subject: NON-STATUTORY STOCK OPTION SERIES 15-UK

Option Price per Share:��$[STOCK_PRCE]

Number of Shares:��[SHARES]

Grant Date:��[GRANT_DATE]

Expiration Date:��[GRANT DATE + 10 YEARS]

Vest Date:��100% on [GRANT DATE + 3 YEARS]

Acceptance Deadline:��XX April 20XX

This Award is granted in accordance with and subject to the terms of The Procter & Gamble 2014 Stock and Incentive Compensation Plan (including any applicable sub-plan) (the Plan), the Regulations of the Compensation and Leadership Development Committee of the Board of Directors (Committee), and this Award Agreement including Attachments and the Exercise Instructions in place as may be revised from time to time. Any capitalized terms used in this Agreement that are not otherwise defined herein are defined in the Plan. You may access the Plan by activating this hyperlink: The Procter & Gamble 2014 Stock and Incentive Compensation Plan, and you may access the Regulations, which includes the sub-plans, by activating this hyperlink: Regulations of the Committee. If you have difficulty accessing the materials online, please send an email to [email protected] for assistance.

Vesting and Exercise


1.	Termination on Account of Death. In the case of death, the Vest Date for this Award becomes your date of death and the Award remains exercisable until the Expiration Date.

THE PROCTER & GAMBLE COMPANY

Mark Biegger

��

Chief Human Resources Officer

ATTACHMENTS

To Accept Your Award

Read and check the three boxes below:

I have read, understand and agree to be bound by each of:��

"The Procter & Gamble Company 2014 Stock and Incentive Compensation Plan

"Regulations of the Committee

"This Award Agreement, including Attachments A and Attachment UK

I accept the Award detailed above

To Reject Your Award

Read and check the box below:

I have read and understand the terms noted above and do not agree to be bound by these terms. I hereby reject the Award detailed above.

��

Attachment A

Nature of the Award

By completing this form and accepting the Award evidenced hereby, I acknowledge that: i) the Plan is established voluntarily by The Procter & Gamble Company (P&G), it is discretionary in nature and it may be amended, suspended or terminated at any time; ii) Awards under the Plan are voluntary and occasional and this Award does not create any contractual or other right to receive future Awards, or benefits in lieu of an Award, even if Awards have been granted repeatedly in the past; iii) all decisions with respect to future Awards, if any, will be at the sole discretion of P&G; iv) my participation in the Plan is voluntary; v) this Award is an extraordinary item and not part of normal or expected compensation or salary for any purposes including, but not limited to, calculating any termination, severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; vi) in the event that my employer is not P&G, the Award will not be interpreted to form an employment relationship with P&G; and furthermore, the Award will not be interpreted to form an employment contract with my employer (Employer); vii) the future value of the shares purchased under the Plan is unknown and cannot be predicted with certainty, may increase or decrease in value and potentially have no value; viii) my participation in the Plan shall not create a right to further employment with my Employer and shall not interfere with the ability of my Employer to terminate my employment relationship at any time, with or without cause; ix) and no claim or entitlement to compensation or damages arises from the termination of the Award or the diminution in value of the Award or shares purchased and I irrevocably release P&G and my Employer from any such claim that may arise.

Data Privacy

I understand that P&G and my Employer hold certain personal information about me, including, but not limited to, my name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in P&G, details of all Awards or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in my favor, for the purpose of implementing, administering and managing the Plan (Data). I understand that Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in my country or elsewhere (including countries outside the European Economic Area), and that the recipients country may have different data privacy laws and protections than my country. I understand that I may request a list with the names and addresses of any potential recipients of the Data by contacting my local human resources representative. I authorize the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing my participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom I may elect to deposit any shares of stock acquired upon exercise or settlement of the Award. I understand that Data will be held only as long as is necessary to implement, administer and manage my participation in the Plan. I understand that I may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing my local human resources representative. I understand, however, that refusing or withdrawing my consent may affect my ability to participate in the Plan. For more information on the consequences of my refusal to consent or withdrawal of consent, I understand that I may contact my local human resources representative.

Responsibility for Taxes

Prior to exercise or settlement of an Award, I shall pay or make adequate arrangements satisfactory to P&G and/or my Employer to satisfy all withholding and payment on account obligations of P&G and/or my Employer. In this regard, I authorize P&G and/or my Employer to withhold all applicable Tax-Related Items from my wages or other cash compensation paid to me by P&G and/or my Employer or from proceeds of the sale of the shares. Alternatively, or in addition, if permissible under local law, P&G may (1) sell or arrange for the sale of shares that I acquire to meet the withholding obligation for Tax-Related Items, and/or (2) withhold in shares, provided that P&G only withholds the amount of shares necessary to satisfy the minimum withholding amount. Finally, I shall pay to P&G or my Employer any amount of Tax-Related Items that P&G or my Employer may be required to withhold as a result of my participation in the Plan or my purchase of shares that cannot be satisfied by the means previously described. P&G may refuse to honor the exercise and refuse to deliver the shares if I fail to comply with my obligations in connection with the Tax-Related Items as described in this section.

ATTACHMENT UK

I understand that I am eligible to receive a grant of stock options or restricted stock units (an Award) under The Procter & Gamble 2014 Omnibus Incentive Compensation Plan (the Plan).

Responsibility for UK Taxes

The Procter & Gamble

2014 Stock and Incentive Compensation Plan

Stock Option and Restricted Stock Unit Awards

For Employees in the United Kingdom

FORM OF ELECTION TO TRANSFER THE EMPLOYERS SECONDARY

CLASS 1 NATIONAL INSURANCE LIABILITY TO THE EMPLOYEE


1.	Parties

This Election is between:


(A)	You, the individual who has obtained access to this Election (the Employee), who is eligible to receive stock options (the Options) granted by The Procter & Gamble Company of 1 Procter & Gamble Plaza, Cincinnati, OH 45202, U.S.A. pursuant to the terms and conditions of the Procter & Gamble 2014 Stock and Incentive Compensation Plan (the Plan), and


(B)	The Procter & Gamble Company (P&G or the Company), which may grant Options and/or Restricted Stock Units under the Plan and is entering into this Election on behalf of the Employees Employer (Employer).


2.	Purpose of Election


2.1	This Election relates to the Employers secondary Class 1 National Insurance Contributions (the Employers Liability) which may arise on the occurrence of a "Taxable Event" pursuant to section 4(4)(a) of the Social Security Contributions and Benefits Act 1992, including:


(i)	the acquisition of securities pursuant to the Options (pursuant to section 477(3)(a) ITEPA); and/or


(ii)	the assignment or release of the Options in return for consideration (pursuant to section 477(3)(b) ITEPA); and/or


(iii)	the receipt of a benefit in connection with the Options other than a benefit within (i) or (ii) above (pursuant to section 477(3)(c) ITEPA); and/or


(iv)	the acquisition of securities pursuant to Options granted under the Tax Advantaged sub-plan of the Plan in circumstances that do not attract relief from income tax.

In this Election, ITEPA means the Income Tax (Earnings and Pensions) Act 2003.


2.2	This Election applies to all Options granted to the Employee under the Plan on or after January 1, 2015 up to the termination date of the Plan.


2.3	This Election�does not apply in relation to any liability, or any part of any liability, arising as a result of regulations being given retrospective effect by virtue of section 4B(2) of either the Social Security Contributions and Benefits Act 1992, or the Social Security Contributions and Benefits (Northern Ireland) Act 1992.


3.	The Election


4.	Payment of the Employers Liability


4.1	The Employee hereby authorises the Employer and/or P&G to collect the Employers Liability from the Employee at any time after the Taxable Event:


(i)	by deduction from salary or any other payment payable to the Employee at any time on or after the date of the Taxable Event; and/or


(ii)	directly from the Employee by payment in cash or cleared funds; and/or


(iii)	by arranging, on behalf of the Employee, for the sale of some of the securities which the Employee is entitled to receive in respect of the Options; and/or


(iv)	through any other method as set forth in the award agreement entered into between the Employee and P&G.


4.2	The Employer hereby reserves for itself and P&G the right to withhold the transfer of any securities to the Employee until full payment of the Employers Liability is received.


4.3	The Employer agrees to remit the Employers Liability to Her Majestys Revenue and Customs (HMRC) on behalf of the Employee within 17 days after the end of the UK tax month during which the Taxable Event occurs.


5.	Duration of Election


5.1	The Employee and the Employer agree to be bound by the terms of this Election regardless of whether the Employee is transferred abroad or is not employed by the Employer on the date on which the Employers Liability becomes due.


5.2	This Election will continue in effect until the earliest of the following:


(i)	such time as both the Employee and the Employer agree in writing that it should cease to have effect;


(ii)	on the date the Employer serves written notice on the Employee terminating its effect;


(iii)	on the date HMRC withdraws approval of this Form of Election; or


(iv)	on the date the Election ceases to have effect in accordance with its terms in respect of any outstanding Options granted under the Plan.

Acceptance by the Employee

The Employee acknowledges that by checking the accept boxes and submitting where indicated above, the Employee agrees to be bound by the terms of this Election as stated above.

Acceptance by the Employer

FORM PP AWARD AGREEMENT

_______________________________________________________________________________________��[GRANT_DATE]��[GLOBALID]

[FIRST_NAME] [MIDDLE_NAME] [LAST_NAME]

Subject: PERFORMANCE STOCK UNIT SERIES XX-XX-PSP

In recognition of your contributions to the future success of the business, The Procter & Gamble Company (Company) hereby grants to you Performance Stock Units (PSUs) of Procter & Gamble Common Stock as follows:

Target Number of Units:��[PSP TARGET SHARES]

Maximum Number of Units:��[200% of PSP TARGETSHARES]

Conversion Ratio:��1 PSU = 1 Common Share

Grant Date:��[GRANT_DATE]

Vest Date:��[30 June 20XX]

Performance Period:��[July 1, 20XX June 30, 20XX]

Original Settlement Date:��[ORIGINAL SETTLEMENT_DATE]

Acceptance Deadline:��[ACCEPTANCE_DATE]

This Award is granted in accordance with and subject to the terms of The Procter & Gamble 2014 Stock and Incentive Compensation Plan (including any applicable sub-plan) (the Plan), the Regulations of the Compensation and Leadership Development Committee of the Board of Directors (Committee), and this Award Agreement, including Attachments A and B. Any capitalized terms used in this Agreement that are not otherwise defined herein are defined in the Plan. You may access the Plan by activating this hyperlink: The Procter & Gamble 2014 Stock and Incentive Compensation Plan and the Regulations and Sub Plans by activating this hyperlink: Regulations of the Committee. If you have difficulty accessing the materials online, please send an email to [email protected] for assistance.

Voting Rights and Dividend Equivalents

This Award does not provide for Voting Rights or Dividend Equivalents.

Performance Vesting

Your Target Number of Units indicated in this Award Agreement (the Target Units) will vest depending upon performance during the Performance Period, as specified below. This Award Agreement also sets forth the Maximum Number of Units (the Maximum Units) that you may receive pursuant to this Award. Your right to receive all, any portion of, or more than the Target Units (but in no event more than the Maximum Units) will be contingent upon the achievement of specified levels of certain performance goals measured over the Performance Period. The applicable performance goals and the payout factors for each performance goal applicable to your Award for the Performance Period are set forth in Attachment B.

Within 60 days following the end of the Performance Period, the Committee will determine (i) whether and to what extent the performance goals have been satisfied for the Performance Period, (ii) the number of PSUs that shall become deliverable under this Award, and (iii) whether the other applicable conditions for receipt of shares of Common Stock in respect of the PSUs have been met. Any PSUs not approved by the Committee in accordance with this paragraph will be forfeited and cancelled.

Vesting and Payment

If you remain employed through the Vest Date, the Award will be paid on the Original Settlement Date or Agreed Settlement Date (as defined below), whichever is applicable. If your Termination of Employment occurs for any reason before the Vest Date except for the reasons listed below, the Award will be forfeited. For the purposes of this Award, Termination of Employment will be effective as of the date that you are no longer actively employed and will not be extended by any notice period required under local law.


1.	Termination on Account of Death. In the case of death, the Award is not forfeited and will become deliverable on the Settlement Date or Agreed Settlement Date, whichever is applicable.

Termination on Account of Retirement or Disability after June 30^th of the fiscal year in which this Award was granted. In the case of Retirement or Disability, respectively, that occurs after June 30^th of the fiscal year in which this award was granted, the Award is not forfeited and will become deliverable on the Settlement Date or Agreed Settlement Date, whichever is applicable, as long as you remain in compliance with the terms of the Plan and the Regulations.

Termination after June 30^th of the fiscal year in which this award was granted pursuant to a Written Separation Agreement. In the event of your Termination of Employment from the Company or a Subsidiary that occurs after June 30^th of the fiscal year in which this award was granted, this Award is forfeited unless you have executed a written separation agreement with the Company that provides for retention of the Award. If the Award is retained pursuant to a separation agreement, the Award will be delivered on the Settlement Date or Agreed Settlement Date, whichever is applicable, as long as you remain in compliance with the terms of the Plan, the Regulations, and the separation agreement.

Termination in connection with a divestiture or separation of any of the Companys businesses. In the event of Termination of Employment from the Company in connection with a divestiture or separation of any of the Companys businesses, as determined by the Companys Chief Human Resources Officer, the Award is retained and will become deliverable on the Settlement Date or Agreed Settlement Date, whichever is applicable, as long as you remain in compliance with the terms of the Plan and the Regulations.

Notwithstanding the foregoing, in the event of a Change in Control, the Target Number of Units shall be paid pursuant to the terms provided in the Plan.

Payment under this Award will be made in the form of Common Stock or such other form of payment as determined by the Committee pursuant to the Plan, subject to applicable tax withholding.

Deferral Election

At any time at least six months prior of the end of the Performance Period and so long as the achievement of the applicable performance goals are not yet readily ascertainable (but in no event later than your Termination of Employment from the Company), you and the Company may agree to postpone the Original Settlement Date to such later date (Agreed Settlement Date) as may be elected by you, which date shall be at least five years later than the Original Settlement Date and in accordance with Internal Revenue Code Section 409A.

This Award Agreement including Attachments A and B, the Plan and Regulations of the Committee together constitute an agreement between the Company and you in accordance with the terms thereof and hereof, and no other understandings and/or agreements that have been entered by you with the Company regarding this specific Award. Any legal action related to this Award, including Article 6 of the Plan, may be brought in any federal or state court located in Hamilton County, Ohio, USA, and you hereby agree to accept the jurisdiction of these courts and consent to service of process from said courts solely for legal actions related to this Award.

THE PROCTER & GAMBLE COMPANY

Mark Biegger

��

Chief Human Resources Officer

ATTACHMENTS

To Accept Your Award

I have read, understand and agree to be bound by each of:��

"The Procter & Gamble 2014 Stock and Incentive Compensation Plan

"Regulations of the Committee

"This Award Agreement, including Attachments A and B

I accept the Award detailed above (including attachments)

To Reject Your Award

Read and check the box below:

I have read and understand the terms noted above and do not agree to be bound by these terms. I hereby reject the Award detailed above.

��

Attachment A

Nature of the Award

Data Privacy

Responsibility for Taxes

ATTACHMENT B

Performance Factors and Payout Formula

FORM BOD AWARD AGREEMENT

��

Subject:��Award of Restricted Stock Units

This is to advise you that The Procter & Gamble Company (Company) hereby grants to you Restricted Stock Units (RSUs) of Procter & Gamble Common Stock as follows:

Number of Restricted Stock Units:��[# SHARES]

Grant Date:��[GRANT_DATE]

Vest Date:��[DATE (Day Before Next Annual Meeting Following Grant)]

Original Settlement Date:��One Year Following Termination of Directorship

Voting Rights and Dividend Equivalents

As a holder of RSUs, during the period from the Grant Date until the date the RSUs are paid, each time a cash dividend or other cash distribution is paid with respect to Common Stock, you will receive additional RSUs (Dividend Equivalent RSUs). The number of Dividend Equivalent RSUs will be determined as follows: multiply the number of RSUs and Dividend Equivalent RSUs currently held by the per share amount of the cash dividend or other cash distribution on Common Stock, then divide the result by the price of the Common Stock on the date of the dividend or distribution. These Dividend Equivalent RSUs will be subject to the same terms and conditions as the original RSUs that gave rise to them, including vesting and settlement terms, except that if there is a fractional number of Dividend Equivalent RSUs on the date the RSUs are paid, the Dividend Equivalent RSUs will be rounded up to the nearest whole number of RSUs. This Award represents an unfunded, unsecured right to receive payment in the future, and does not entitle you to voting rights or dividend rights as a shareholder.

Vesting and Payment

If you remain a Non-Employee Director through the Vest Date, the Award will be paid on the Original Settlement Date or Agreed Settlement Date, whichever is applicable, except in the case of death or Disability. In the case of death or Disability, the Award will be fully vested and payment will be made by the later of the end of the calendar year or two and a half months following the date of death or Disability, as applicable.

Notwithstanding the foregoing, in the event of a Change in Control, payment shall be made pursuant to the terms provided in the Plan.

Payment under this Award will be made in the form of Common Stock or such other form of payment as determined by the Committee pursuant to the Plan, subject to applicable tax withholding.

Deferral Election

At any time prior to Termination of Directorship, you and the Company may agree to postpone the Original Settlement Date to such later date (Agreed Settlement Date) as may be elected by you, which date shall be at least five years later than the Original Settlement Date and in accordance with Internal Revenue Code Section 409A.

This Award Agreement including Attachment A-BOD, the Plan and Regulations of the Committee together constitute an agreement between the Company and you in accordance with the terms thereof and hereof, and no other understanding and/or agreements that have been entered by you with the Company regarding this specific Award. Any legal action related to this Award may be brought in any federal or state court located in Hamilton County, Ohio, USA, and you hereby agree to accept the jurisdiction of these courts and consent to service of process from said courts solely for legal actions related to this Award.

THE PROCTER & GAMBLE COMPANY

Mark Biegger

��

Chief Human Resources Officer

Attachment A-BOD

Nature of the Award

By completing this form and accepting the Award evidenced hereby, I acknowledge that: i) the Plan is established voluntarily by The Procter & Gamble Company (P&G), it is discretionary in nature and it may be amended, suspended or terminated at any time; ii) Awards under the Plan are voluntary and occasional and this Award does not create any contractual or other right to receive future Awards, or benefits in lieu of an Award, even if Awards have been granted repeatedly in the past; iii) all decisions with respect to future Awards, if any, will be at the sole discretion of P&G; iv) my participation in the Plan is voluntary; v) this Award is an extraordinary item and not part of normal or expected compensation for any purposes including, but not limited to, calculating any termination, severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; vi) the Award will not be interpreted to form an employment relationship with P&G; and furthermore, the Award will not be interpreted to form an employment contract with P&G; vii) the future value of the shares purchased under the Plan is unknown and cannot be predicted with certainty, may increase or decrease in value and potentially have no value; viii) my participation in the Plan shall not interfere with the ability of P&G to terminate my directorship at any time, with or without cause; ix) and no claim or entitlement to compensation or damages arises from the termination of the Award or the diminution in value of the Award or shares purchased and I irrevocably release P&G from any such claim that may arise.

Data Privacy

I hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of my personal data as described in this document by and among, as applicable, The Procter & Gamble Company and its subsidiaries and affiliates (P&G) for the exclusive purpose of implementing, administering and managing my participation in the Plan.

I understand that P&G holds certain personal information about me, including, but not limited to, my name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, , any shares of stock or directorships held in P&G, details of all Awards or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in my favor, for the purpose of implementing, administering and managing the Plan (Data). I understand that Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in my country or elsewhere, and that the recipients country may have different data privacy laws and protections than my country. I understand that I may request a list with the names and addresses of any potential recipients of the Data by contacting my local human resources representative. I authorize the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing my participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom I may elect to deposit any shares of stock acquired upon exercise or settlement of the Award. I understand that Data will be held only as long as is necessary to implement, administer and manage my participation in the Plan. I understand that I may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing my local human resources representative. I understand, however, that refusing or withdrawing my consent may affect my ability to participate in the Plan. For more information on the consequences of my refusal to consent or withdrawal of consent, I understand that I may contact my local human resources representative.

Responsibility for Taxes

Regardless of any action P&G takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (Tax-Related Items), I acknowledge that the ultimate liability for all Tax-Related Items is and remains my responsibility and that P&G (1)�makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Award, including the issuance, vesting or exercise, settlement, the subsequent sale of shares acquired, the receipt of any dividends or dividend equivalents or the potential impact of current or future tax legislation in any jurisdiction; and (2)�does not commit to structure the terms of the Award or any aspect of the Award to reduce or eliminate my liability for Tax-Related Items.

Prior to exercise or settlement of an Award, I shall pay or make adequate arrangements satisfactory to P&G to satisfy all withholding and payment on account obligations of P&G. In this regard, I authorize P&G to withhold all applicable Tax-Related Items from my wages or other cash compensation paid to me by P&G or from proceeds of the sale of the shares. Alternatively, or in addition, if permissible under local law, P&G may (1) sell or arrange for the sale of shares that I acquire to meet the withholding obligation for Tax-Related Items, and/or (2) withhold in shares, provided that P&G only withholds the amount of shares necessary to satisfy the minimum withholding amount. Finally, I shall pay to P&G any amount of Tax-Related Items that P&G may be required to withhold as a result of my participation in the Plan or my purchase of shares that cannot be satisfied by the means previously described. P&G may refuse to honor the exercise and refuse to deliver the shares if I fail to comply with my obligations in connection with the Tax-Related Items as described in this section.

FORM KM AWARD AGREEMENT

_______________________________________________________________________________________

[GLOBALID]

[FIRST_NAME] [MIDDLE_NAME] [LAST_NAME]

Subject: RESTRICTED STOCK UNIT SERIES XX-KM-RSU

In recognition of your contributions to the future success of the business, The Procter & Gamble Company (Company) hereby grants to you Restricted Stock Units (RSUs) of Procter & Gamble Common Stock as follows:

Number of Restricted Stock Units:��[RSUSHARES]

Grant Date:��[GRANT_DATE]

Vest Date:��[GRANT_DATE + 5 YEARS]

Settlement Date:��[GRANT_DATE + 5 YEARS]

Acceptance Deadline:��[ACCEPTANCE_DATE]

This Award is granted in accordance with and subject to the terms of The Procter & Gamble 2014 Stock and Incentive Compensation Plan (including any applicable sub-plan) (the Plan), the Regulations of the Compensation and Leadership Development Committee of the Board of Directors (Committee), this Award Agreement including Attachments, and the Settlement Instructions in place as may be revised from time to time. Any capitalized terms used in this Agreement that are not otherwise defined herein are defined in the Plan. You may access the Plan by activating this hyperlink: The Procter & Gamble 2014 Stock and Incentive Compensation Plan and the Regulations and Sub Plans by activating this hyperlink: Regulations of the Committee. If you have difficulty accessing the materials online, please send an email to [email protected] for assistance.

Voting Rights and Dividend Equivalents

This Award does not provide for Voting Rights or Dividend Equivalents.

�

Vesting and Payment

If you remain employed through the Vest Date, the Award will be paid on the Settlement Date, except in the case of death, as described below. If your Termination of Employment occurs for any reason before the Vest Date except for the reasons listed below, the Award will be forfeited. For the purposes of this Award, Termination of Employment will be effective as of the date that you are no longer actively employed and will not be extended by any notice period required under local law.


1.	Termination on Account of Death. In the case of death, the Award will be fully vested and payment will be made by the later of the end of the calendar year or two and a half months following the date of death.

Termination on Account of Retirement or Disability after June 30 of the fiscal year in which this Award was granted. In the case of Retirement or Disability, respectively, that occurs after June 30^th of the fiscal year in which this Award was granted, the Award is not forfeited and will become deliverable on the Settlement Date as long as you remain in compliance with the terms of the Plan and the Regulations.

Termination after June 30^th of the fiscal year in which this award was granted pursuant to to a Written Separation Agreement. In the event of your Termination of Employment from the Company or a subsidiary that occurs after June 30^th of the fiscal year in which this award was granted, your Award is forfeited unless you have executed a written separation agreement with the Company that provides for retention of the Award. If the Award is retained pursuant to a separation agreement, the Award will be delivered on the Settlement Date as long as you remain in compliance with the terms of the Plan, the Regulations, and the separation agreement.

Termination in connection with a divestiture or separation of any of the Companys businesses. In the event of Termination of Employment from the Company in connection with a divestiture or separation of any of the Companys businesses, as determined by the Companys Chief Human Resources Officer, the Award is retained and will become deliverable on the Settlement Date as long as you remain in compliance with the terms of the Plan and the Regulations.

Notwithstanding the foregoing, in the event of a Change in Control, payment shall be made pursuant to the terms provided in the Plan.

Payment under this Award will be made in the form of Common Stock or such other form of payment as determined by the Committee pursuant to the Plan, subject to applicable tax withholding.

This Award Agreement including Attachment A, the Plan and Regulations of the Committee together constitute an agreement between the Company and you in accordance with the terms thereof and hereof, and no other understandings and/or agreements that have been entered by you with the Company regarding this specific Award. Any legal action related to this Award, including Article 6 of the Plan, may be brought in any federal or state court located in Hamilton County, Ohio, USA, and you hereby agree to accept the jurisdiction of these courts and consent to service of process from said courts solely for legal actions related to this Award.

THE PROCTER & GAMBLE COMPANY

Mark Biegger

��

Chief Human Resources Officer

ATTACHMENTS

To Accept Your Award

I have read, understand and agree to be bound by each of:��

"The Procter & Gamble 2014 Stock and Incentive Compensation Plan

"Regulations of the Committee

"This Award Agreement, including Attachment A

I accept the Award detailed above (including attachments)

To Reject Your Award

Read and check the box below:

I have read and understand the terms noted above and do not agree to be bound by these terms. I hereby reject the Award detailed above.

��

Attachment A

Nature of the Award

Data Privacy

Responsibility for Taxes

FORM RTN2 AWARD AGREEMENT

______________________________________________________________________________

[FIRST NAME] [MIDDLE NAME] [LAST NAME]

Subject: RESTRICTED STOCK UNIT SERIES RTN2

Grant Date:��[GRANT DATE]

Stock Price on Grant Date:�� [GRANT PRICE]

Number of Restricted Stock Units:��[RSU SHARES 1]

Vest Date:�� [VEST DATE 1]

Settlement Date:�� [SETTLEMENT DATE 1]

Number of Restricted Stock Units:��[RSU SHARES 2]

Vest Date:��[VEST DATE 2]

Settlement Date:�� [SETTLEMENT DATE 2]

��

Total Number of Restricted Stock Units:��[RSU SHARES]

Voting Rights and Dividend Equivalents

This Award does not provide for Voting Rights or Dividend Equivalents.

�

Payment and Vesting

If you remain employed through the Vest Dates, the Award will be paid on the Settlement Date(s) according to the vesting schedule, except in the case of death, as described below. If your Termination of Employment occurs for any reason before a Vest Date except for the reasons listed below, the Award will be forfeited. For the purposes of this Award, Termination of Employment will be effective as of the date that you are no longer actively employed and will not be extended by any notice period required under local law.


1.	Termination on Account of Death or Disability. In the case of death or disability, the Award will be fully vested and payment will be made by the later of the end of the calendar year or two and a half months following the date of death or disability.

Termination without Cause Pursuant to a Written Separation Agreement. In the event of your Termination of Employment from the Company or a Subsidiary without Cause, your Award is forfeited unless the Chief Human Resources Officer authorizes the retention of the Award and you have executed a written separation agreement with the Company that provides for retention of the Award. If the Award is retained pursuant to CHRO authorization, the Award will be delivered on the Settlement Date(s) as long as you remain in compliance with the terms of the Plan, the Regulations, and your separation agreement.

Notwithstanding the foregoing, in the event of a Change in Control, payment shall be made pursuant to the terms provided in the Plan.

Payment under this Award will be made in the form of Common Stock or such other form of payment as determined by the Committee pursuant to the Plan, subject to applicable tax withholding.

THE PROCTER & GAMBLE COMPANY

Mark Biegger

��

Chief Human Resources Officer

��

Attachment A

Nature of the Award

Data Privacy

Responsibility for Taxes

FORM EE AWARD AGREEMENT

_______________________________________________________________________________________

[GRANT DATE]��[GLOBALID]

[FIRST NAME] [MIDDLE NAME] [LAST NAME]

Subject: STOCK APPRECIATION RIGHT SERIES 15-EE

In recognition of your contributions to the future success of the business, The Procter & Gamble Company (Company) hereby grants to you a stock appreciation right with respect to shares of Procter & Gamble Common Stock as follows:

Grant Price:��$[STOCK PRICE]

Number of Rights:��[SHARES]

Grant Date:��[GRANT DATE]

Expiration Date:��[GRANT DATE + 10 YEARS]

Vest Date:��100% on [GRANT DATE + 3 YEARS]

Acceptance Deadline:��[ACCEPTANCE DATE]

Vesting and Exercise


1.	Termination on Account of Death. In the event of death, the Vest Date for this Award becomes your date of death and the Award remains exercisable until the Expiration Date.

THE PROCTER & GAMBLE COMPANY

Mark Biegger

��

Chief Human Resources Officer

ATTACHMENTS

To Accept Your Award

I have read, understand and agree to be bound by each of:��

"The Procter & Gamble 2014 Stock and Incentive Compensation Plan

"Regulations of the Committee

"This Award Agreement, including Attachment A

I accept the Award detailed above (including attachments)

To Reject Your Award

Read and check the box below:

I have read and understand the terms noted above and do not agree to be bound by these terms. I hereby reject the Award detailed above.

��

Attachment A

Please note that when the payment of the redemption differential may, in the opinion of the Company, conflict or be inconsistent with any applicable law or regulation of any governmental agency, the Company reserves the right to refuse to pay the redemption differential and that any outstanding Awards may be suspended or terminated and net proceeds may be recovered by the Company if you fail to comply with the terms and conditions governing this Award.

Nature of the Award

Data Privacy

Responsibility for Taxes

��FORM A

EXHIBIT 10-3

The Procter & Gamble 2014 Stock and Incentive Compensation Plan Related correspondence

¹ For Deferred Compensation, please complete and return Election to Defer (Form B). First time participants also complete and return the Designation of Payment Form (Form C) and the Beneficiary Designation Form.

²These RSUs are Form OPNND which are deferrable and do not receive dividend equivalents.

³These RSUs are Form KM which deliver as shares in five years and no dividend equivalents.

��FORM A

20XX Executive Compensation Payment Preferences

20XX Base Salary��

_______%��Deferred Compensation¹ (max 75%)�

20XX/XX STAR Award��



_____%��Cash*	}	�
_____%��Stock Options		Must equal 100%
_____%��Deferred Compensation¹��		�

��

20XX Key Manager Long Term Incentive Award



_____%��Stock Options*��(0%, 25%, 50%, 75%, 100%)	}	Must equal 100%
_____%��Restricted Stock Units (RSUs)^�3��(0%, 25%, 50%, 75%, 100%)

20XX-XX Performance Stock Program (PSP) Award



_____% Common Shares* (delivered on [date])	}	Must equal 100%
_____% Restricted Stock Units (RSUs)^�2

_______ Deliver shares one year after separation or per my retirement RSU election (default delivery)

_______ Deliver shares on August 18, ________ (Must be 20XX or later)

��

Your signature below indicates your agreement that any awards granted or paid pursuant to the STAR and/or PSP programs will be subject to the terms of the Senior Executive Officer Recoupment Policy. This Policy provides that in the event of a significant restatement of financial results, if compensation paid pursuant to STAR and/or PSP would have been lower based on restated results, the Compensation and Leadership Development Committee may seek to recoup from the senior executive officers some or all of the compensation paid pursuant to STAR and/or PSP.

In addition, your signature indicates your understanding that you are required to own a minimum amount of P&G stock and that you are in compliance with this program and the associated holding requirements that may be required. A copy of both the Senior Executive Officer Recoupment Policy and the Executive Share Ownership Program & Stock Option Exercise Holding Requirement are available from [NAME].

Print Name��

��

Signature��Date

Sign, scan and email this form to [NAME], or mail to [NAME] by [DATE]; otherwise all awards will be paid in the default form.

*Default payment form

²These RSUs are Form OPNND which are deferrable and do not receive dividend equivalents.

³These RSUs are Form KM which deliver as shares in five years and no dividend equivalents.

²These RSUs are Form OPNND which are deferrable and do not receive dividend equivalents.

³These RSUs are Form KM which deliver as shares in five years and no dividend equivalents.

��FORM A v2

20XX Executive Compensation Payment Preferences

20XX Base Salary��

_______%��Deferred Compensation¹ (max 75%)�

20XX/XX STAR Award��



_____%��Cash*	}	�
_____%��Stock Options		Must equal 100%
_____%��Deferred Compensation¹��		�

20XX Key Manager Long Term Incentive Award



_____%��Stock Options*��(0%, 25%, 50%, 75%, 100%)	}	Must equal 100%
_____%��Restricted Stock Units (RSUs)^�2��(0%, 25%, 50%, 75%, 100%)

Performance Stock Program (PSP) Award

No action is required since you do not have a PSP award settling next August.

��

Print Name��

��

Signature��Date

Sign, scan and email this form to [NAME], or mail to [NAME] by [DATE]; otherwise all awards will be paid in the default form.

*Default payment form

²These RSUs are Form KM which deliver as shares in five years and no dividend equivalents.

��FORM A - AGL

20XX Executive Compensation Payment Preferences

20XX Base Salary��

_______%��Deferred Compensation¹ (max 75%)��

20XX/XX STAR Award��



_____%��Cash*	}	�
_____%��Stock Options		Must equal 100%
_____%��Deferred Compensation¹��		�

��

20XX Key Manager Long Term Incentive Award(Pending Comp Committee Approval)



_____%��Stock Options*��(0%, 25%, 50%, 75%, 100%)	}	Must equal 100%
_____%��Restricted Stock Units (RSUs)^�2��(0%, 25%, 50%, 75%, 100%)

_______��Deliver shares on February 28, 20XX

_______��Deliver shares in 10 annual installments beginning February 28, 20XX

Performance Stock Program (PSP) Award

No action is required since you do not have a PSP award settling next August.

��

Print Name��

��

Signature��Date

Sign, scan and email this form to [NAME], or mail to [NAME] by [DATE]; otherwise all awards will be paid in the default form.

*Default payment form

²These RSUs are Form KM which deliver as shares in five years and no dividend equivalents.

��

²These RSUs are Form KM which deliver as shares in five years and no dividend equivalents.

EXHIBIT 12

THE PROCTER & GAMBLE COMPANY AND SUBSIDIARIES

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES



�	Years Ended June 30														�	Six Months Ended December 31
�	2014		�	2013		�	2012		�	2011		�	2010		�	2014		�	2013
EARNINGS, AS DEFINED	�		�	�		�	�		�	�		�	�		�	�		�	�
Earnings from operations before income taxes after eliminating undistributed earnings of equity method investees	$	14,320	�	$	14,270	�	$	12,111	�	$	14,305	�	$	13,948	�	$	7,507	�	$	8,028
Fixed charges (excluding capitalized interest)	928		�	899		�	1,000		�	1,052		�	1,167		�	437		�	461
TOTAL EARNINGS, AS DEFINED	$	15,248	�	$	15,169	�	$	13,111	�	$	15,357	�	$	15,115	�	$	7,944	�	$	8,489
FIXED CHARGES, AS DEFINED	�		�	�		�	�		�	�		�	�		�	�		�	�
Interest expense (including capitalized interest)	$	789	�	$	754	�	$	844	�	$	888	�	$	1,014	�	$	365	�	$	392
1/3 of rental expense	174		�	171		�	176		�	170		�	176		�	82		�	87
TOTAL FIXED CHARGES, AS DEFINED	$	963	�	$	925	�	$	1,020	�	$	1,058	�	$	1,190	�	$	447	�	$	479
RATIO OF EARNINGS TO FIXED CHARGES	15.8x		�	16.4x		�	12.9x		�	�14.5x		�	�12.7x		�	17.8x		�	17.7x

EXHIBIT 31.1

Rule 13a-14(a)/15d-14(a) Certifications

I, A.G. Lafley, certify that:


(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 registrants 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 registrants 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 registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and


(5)	The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants 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 registrants 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 registrants internal control over financial reporting.

/s/ A.G. LAFLEY

(A.G. Lafley)

Chairman of the Board, President and

Chief Executive Officer

�

January�27, 2015

Date

EXHIBIT 31.2

Rule 13a-14(a)/15d-14(a) Certifications

I, Jon R. Moeller, certify that:


(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 registrants 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 registrants 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 registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and


(5)	The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants 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 registrants 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 registrants internal control over financial reporting.

/s/ JON R. MOELLER

(Jon R. Moeller)

Chief Financial Officer

�

January�27, 2015

Date

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:


(1)	The Quarterly Report on Form 10-Q of the Company for the quarterly period ended December�31, 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

�

January�27, 2015

Date

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.

EXHIBIT 32.2

Section 1350 Certifications


(1)	The Quarterly Report on Form 10-Q of the Company for the quarterly period ended December�31, 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

�

January�27, 2015

Date

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Form 10-Q PROCTER & GAMBLE Co For: Dec 31

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