UNITED STATESSECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM SDSpecialized Disclosure Report

THE PROCTER & GAMBLE COMPANY(Exact name of registrant as specified in its charter)
Ohio(State or other jurisdictionof incorporation)

1-434(Commission File Number)

One Procter & Gamble Plaza, Cincinnati, Ohio
(Address of principal executive offices)

31-0411980(IRS Employer
Identification Number)
45202
Zip Code

Giles Roblyer(513) 983-1100(Name and telephone number, including area code, of the person to contact in connection with this report.)
Check the appropriate box to indicate the rule pursuant to which this form is being filed, and provide the period to which the information in this form applies:
Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting period from January 1 to December 31, 2018.
Section 1 - Conflict Minerals Disclosure
Item 1.01 Conflict Minerals Disclosure and Report
The Procter & Gamble Company (the "Company") is filing this Specialized Disclosure Report (Form SD), including the Conflict Minerals Report attached as Exhibit
1.01 hereto, for the calendar year ended December 31, 2018 to comply with Rule 13p-1 of the Securities Exchange Act of 1934, as amended. This report has
been posted and is publicly available on the Company's website at
http://us.pg.com/sustainability/community-impact/policies-practices/conflict-materials. Information on the Company's website is not and should not be consideredpart of, nor is it incorporated by reference into, this Form SD.
Item 1.02 Exhibit
The Company's Conflict Minerals Report for calendar year 2018 is filed as Exhibit 1.01 of this report and is incorporated herein by reference.
Section 2 - Exhibits
Exhibit No.
1.01

Description
Conflict Minerals Report of The Procter & Gamble Company, as required by Items 1.01 and 1.02 of this Form.

SIGNATURE
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
hereunto duly authorized.
THE PROCTER & GAMBLE COMPANY

BY: /s/ Jon R. Moeller
Jon R. Moeller
Vice Chairman and Chief Financial Officer
May 31, 2019

Exhibit 1.01
The Procter & Gamble Company
Conflict Minerals Report

This Conflict Minerals Report for the year ended December 31, 2018 is provided by The Procter & Gamble Company (the “Company”) pursuant to Rule 13p-1
under the Securities Exchange Act of 1934 (the “Rule”). Under the Rule, we are required to make certain disclosures regarding our manufactured products that
contain conflict minerals, provided those conflict minerals are necessary to the functionality or production of those products. As defined by the Rule, and for
purposes of this report, the conflict minerals are cassiterite, columbite-tantalite, gold, wolframite, and their derivatives, which are limited to tin, tantalum, and tungsten(“Conflict Minerals”; tin, tantalum, tungsten and gold collectively are referred to as “3TG”). References in this report to “we,” “us” or “our” refers to the Company
and our subsidiaries, unless otherwise specified or unless the context otherwise requires.
As detailed below, based on our reasonable country of origin inquiry, the Company has no reason to believe that the 3TG in any of our products is funding armed
conflict in the Democratic Republic of Congo or an adjoining country (collectively, the “Covered Countries”). However, it remains challenging for many companies
and their suppliers (including us and our suppliers) to gather complete and reliable data. For that reason, we have not been able to rule out the possibility that someConflict Minerals in our products may have originated in the Covered Countries and may not be from recycled or scrap sources. Consequently, we exercised due
diligence on the Conflict Minerals’ origin and chain of custody and we are providing this Conflict Minerals Report to describe our due diligence processes andresults.
1.

Company Overview

The Company is a global leader in retail goods, focused on providing branded consumer packaged goods of superior quality and value to our consumers around theworld. 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.
The vast majority of the Company’s products do not contain Conflict Minerals. Based on an extensive review of our products, only a small number of products
were identified as falling within the scope of the Rule: blades and razors, electric charging devices, electric toothbrushes, powered beauty devices, and small
electronic appliances.
2.

Conflict Minerals Program and Compliance Systems

Our Conflict Minerals Program has been designed to conform, in all material respects, with the framework described in The Organisation for Economic
Cooperation and Development (“OECD”) Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas(“OECD Guidance”) and the related Supplements for gold and for tin, tantalum, and tungsten. We are a “downstream company” within the meaning of the OECD
Guidance, and, therefore, have designed our Conflict Minerals Program in a manner consistent with those portions of the OECD Guidance specifically applicable todownstream companies.
a)

Conflict Minerals Policy Statement

The Company has adopted the following Conflict Minerals Policy Statement, which is publicly available on our website at http://us.pg.com/sustainability/communityimpact/policies-practices/conflict-materials.
We're committed to ensuring that we are not sourcing minerals (tin, tantalum, tungsten, gold) that fund armed groups in the Democratic Republic ofCongo and adjoining countries. We do not ban sourcing of minerals from this region because such a policy may harm legitimate miners.
We’re taking steps across our entire supply chain to confirm our sourcing does not fund armed groups in the DRC and adjoining countries. As part of thisprogram, we continue to carry out a reasonable country of origin inquiry on the products we manufacture and perform supply chain due diligence
following the processes and procedures set forth in the Organisation for Economic Co-operation and Development’s Due Diligence Guidance for
Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas. Our Chief Ethics and Compliance Officer is responsible for theefforts of this team.
We expect suppliers to have a policy in place and implement a system to trace the origin of tin, tantalum, tungsten, and gold supplied to the Company,
following the template developed by the Responsible Minerals Initiative. Suppliers are encouraged to report any ethical concerns or policy violations, as
outlined at http://www.pgsupplier.com/en/pg-values/report-a-concern.shtml. This reporting mechanism is operated by a third-party supplier to help
ensure anonymity.
If any external business partner has challenges in complying with our expectation, we'll attempt to work to address these challenges. If compliancecannot be achieved, we will terminate the relationship with the external business partner.

b)Internal Management Systems and Controlsi)Compliance TeamIn order to facilitate our compliance with the Rule, the Company created a multi-functional core team (“Core Team”), which includes representatives fromPurchases, Product Supply, Sustainability, Research & Development, Finance & Accounting, Global Business Services, Corporate Communications, Corporate
Compliance, and Legal. The Core Team designed an extensive Conflict Minerals Program, including, but not limited to, processes for supply chain review, supplierand employee outreach, due diligence, and risk management. Our Chief Ethics & Compliance Officer is responsible for the efforts of the Core Team.
ii)

Control Systems

As a downstream company, the Company does not generally have a direct relationship with mines from which mineral ores are extracted, or with 3TG smelters andrefiners or other upstream participants. Consequently, we have engaged with other companies through trade associations and industry initiatives, such as the
Responsible Business Alliance-Global e-Sustainability Initiative’s (“RBA-GeSI”) Responsible Minerals Initiative (“RMI”), to improve transparency with respect tosmelters and other upstream participants in the Conflict Minerals supply chain.
In addition to our Conflict Minerals Policy, our work is governed by:•

our Worldwide Business Conduct Manual, which contains the global standards P&G employees must follow to ensure they uphold P&G’s Purpose,
Values and Principles in their daily work (available at
http://www.pg.com/en_US/downloads/company/governance/Policy_Worldwide_Business_Conduct_Manual.pdf);•

our Sustainability Guidelines for External Business Partners, which outline the values we seek in the suppliers with whom we do business (available
at http://www.pgsupplier.com/en/pg-values/sustainability.shtml); and•our Human Rights Policy Statement, which outlines our commitment to respect human rights and the expectation that our business partners share
this commitment (available at https://us.pg.com/sustainability/community-impact/policies-practices).
iii)

Supplier Engagement

We have engaged with our suppliers to ensure they are aware of the Rule and the implications for them as suppliers of the Company. The Company communicateswith all Company suppliers that we anticipate would be within the scope of the Rule, informing them that each in-scope supplier is expected to have a conflictminerals policy in place and to implement a system to trace the origin of any 3TG supplied to the Company, including by collecting the supplier and smelter
information called for by the template developed by the RBA-GeSI (the “Template”), which we provide to each direct supplier. We also provide a Company
contact to answer any questions the suppliers have regarding implementation of the Rule.
As described in our Conflict Minerals Policy, we will engage with any of our suppliers if we have reason to believe that the supplier is providing the Company with
3TG that may support conflict in the Covered Countries, with the goal of establishing an alternative source of 3TG that does not support such conflict. To date, wehave found no instance where there is reason to believe our sourcing of 3TG is being used to fund armed conflict in the Covered Countries; therefore, it has notbeen necessary to seek alternative sources or terminate a contract.
iv)

Grievance Mechanism

The Company is committed to creating an environment that fosters open communication. The Company has well-established grievance mechanisms through which
both employees and suppliers can report violations of the law or Company policies. For employees, the Company has created the Worldwide Business Conduct
Manual Helpline (the “Helpline”), which is staffed by an independent third party and provides an anonymous way to report concerns about potential violations 24hours a day, 7 days a week. For suppliers, the Company encourages them to report any ethical concerns or policy violations, as outlined at
http://www.pgsupplier.com/en/pg-values/report-a-concern.shtml. This reporting mechanism is operated by a third-party supplier to help ensure anonymity.
To date, the Company has received no reports through either mechanism indicating any potential concerns with our Conflict Minerals Policy, our 3TG sourcing, or
our Conflict Minerals Program.
v)

Maintenance of Records

The Company has adopted a policy to maintain relevant documentation.
c)

Identify and Assess Risks in the Supply Chain

For 2018, we conducted a review of our direct suppliers to identify suppliers of components and materials used in products within the scope of the Rule. As a

result of this review, we determined that, for 2018, there were 48 direct suppliers within the scope of the Rule.
The breadth and complexity of our supply chain creates a challenge in identifying all parties who are upstream from our direct suppliers. Therefore, we must rely on
our direct suppliers to provide information on the source and chain of custody of the 3TG contained in components and materials supplied to us, including sources of
3TG that are supplied to them from smelters further upstream in the supply chain.
3.

Due Diligence

Our due diligence measures have been designed to conform, in all material respects, with the portions of the OECD Guidance applicable to a “downstream
company.”a)Survey Requests

The Company has conducted a survey of its in-scope suppliers using the RBA-GeSI Template, representing direct suppliers that we determined potentially suppliedcomponents or materials containing 3TG. The Template was developed by RBA and GeSI to facilitate disclosure and communication of information regarding acompany’s supply chain and includes questions regarding the supplier’s conflict-free policy, the recipient’s engagement with its direct suppliers, and the smelters fromwhich the suppliers (and its suppliers) source minerals. In addition, the Template contains questions about the origin of any 3TG provided by the supplier, as well as
the supplier’s due diligence. Written instructions and recorded training illustrating the use of the tool are available on the RBA website.
In 2018, we asked the in-scope suppliers reporting less than 100% diligence to provide any updates or changes to the Template or information submitted outside
the Template. For suppliers that reported supplying more than one mineral at a “Company” level without specifying which minerals were actually supplied to P&G,
we asked for more information to try to determine which specific mineral was supplied for P&G products.
b)

Survey Responses

The Company has received Templates or updated information from all the suppliers surveyed. Members of the Core Team have reviewed these responses forcompleteness and to determine if any potential red flags were present, in accordance with the requirements of our Conflict Minerals Program, and followed up as
needed with suppliers to clarify responses.
Our responses included varying degrees of information regarding the names and locations of 3TG smelters from which each supplier sourced minerals, and whether
these smelters supplied minerals that were actually used in components supplied to the Company. Some suppliers included smelter data for 3TG that we know is
contained in components and materials supplied to us. For this group of 72 smelters, which we refer to as the “known smelters” in our supply chain, we analyzed
and compared the smelters against the list of facilities that have received a “conformant” designation through the RMI’s Responsible Minerals Assurance Process(“RMAP”) as of March 29, 2019. Of these 72 smelters, 63 are certified as conformant with RMAP by RMI. These conformant known smelters are listed in
Attachment A. While we have no indication that any of our remaining suppliers are sourcing from any smelters that source from the Covered Countries, we haveinsufficient data at this time to validate the status of any other smelters or refiners.
c)Reporting

The Company has filed this Conflict Minerals Report for 2018 with the U.S. Securities and Exchange Commission. We have also made this report available on our
website at http://us.pg.com/sustainability/community-impact/policies-practices/conflict-materials.
4.

Our Efforts to Determine the Mine or Location of Origin with Greatest Possible Specificity

As a downstream company, we rely upon our suppliers and independent assessment programs to provide upstream information such as whether the mine or locationof origin is in a Covered Country, and whether smelters sourcing from Covered Countries have employed policies, practices and procedures to source theseminerals in a manner that is conflict free. RMI has developed an audit protocol for verification of entities as conformant with the RMAP in accordance with theOECD Guidance and in conjunction with complementary traceability schemes in the Covered Countries. The RMAP conformant list is composed of entities thathave undergone the third-party audit of the smelters' company-level management processes for responsible mineral procurement.
Our efforts to determine the mine or location of origin of necessary Conflict Minerals with the greatest possible specificity consisted primarily of a review of whether
our suppliers reported that the smelters in their supply chain sourced their minerals from the Covered Countries. Where the supplier reported that a smelter may
have sourced minerals from a Covered Country, we compared the list of smelters to the RMAP conformant smelter list. All known smelters that were reported byour suppliers as sourcing from a Covered Country appear on the RMAP conformant list.
5.

Steps to Mitigate Risk

The Company will continue to work to improve its Conflict Minerals due diligence process. To further mitigate the risk that any Conflict Minerals in our products
finance or benefit armed groups, we are making the following commitments:

a)

As a Company, we will engage in continued supplier engagement to increase the number and quality of supplier responses;b)When we become aware of a supplier that is not in compliance with our Conflict Minerals Policy, we will engage with the supplier for a remedy
and, where necessary, find an alternative source of 3TG; andc)

We will continue to engage with relevant trade associations/industry initiatives to help improve supply chain diligence best practices consistent with
OECD Guidance.

ATTACHMENT A
RMAP Conformant Smelters
The following facilities have been reported to us by our suppliers as part of their supply chain for components and materials known to contain Conflict Minerals.
Each is listed by RMI as a conformant smelter or refiner. The facility names are listed as they appear on the RMI smelter list.

Gold
Asahi Pretec Corporation
Asahi Refining USA Inc.
Eco-System Recycling Co., Ltd.
Heraeus Precious Metals GmbH & Co. KG

Heraeus Hong Kong Ltd.
Matsuda Sangyo Co., Ltd.
Metalor Technologies (Singapore) Pte., Ltd.
Mitsubishi Materials Corporation

Nihon Material Co., Ltd.
Shandong Zhaojin Gold & Silver Refinery Co., Ltd.
Tanaka Kikinzoku Kogyo K.K.
Western Australia Mint (T/a The Perth Mint)

Tin

Alpha
China Tin Group, Co., Ltd.
CV Ayi Jaya
CV United Smelting
CV Venus Inti Perkasa
EM Vinto
Fenix Metals
Gejiu Jinye Mineral Company
Gejiu Non-Ferrous Metal Processing Co., Ltd.
Huichang Jinshunda Tin Co, Ltd.
Magnu’s Minerais Metais e Ligas Ltda.
Malaysia Smelting Corporation (MSC)
Melt Metais e Ligas S/AMetallo Belgium N.V.
Mineração Taboca S.A.
MinsurMitsubishi Materials Corporation
O.M. Manufacturing (Thailand) Co., Ltd.

O.M. Manufacturing Philippines, Inc.
Operaciones Metalurgical S.A.
PT Aries Kencana Sejahtera
PT Artha Cipta Langgeng
PT ATD Makmur Mandiri Jaya
PT Babel Inti Perkasa
PT Bangka Prima Tin
PT Bangka Tin Industry
PT Belitung Industri Sejahtera
PT Bukit TimahPT DS Jaya Abadi
PT Eunindo Usaha Mandiri
PT Inti Stania Prima
PT Karimun Mining
PT Menara Cipta Mulia
PT Mitra Stania Prima
PT Panca Mega Persada
PT Prima Timah Utama

PT Refined Bangka Tin
PT Sariwiguna Binasentosa
PT Stanindo Inti Perkasa
PT Sukses Inti Makmur
PT Sumber Jaya IndahPT Timah (Persero) Tbk Kundur
PT Timah (Persero) Tbk Mentok
PT Tinindo Inter Nusa
Resind Industria e Comercio Ltda.
Rui Da Hung
Soft Metais Ltda.
Thaisarco
White Solder Metalurgia e Mineracao Ltda.
Yunnan Chengfeng Non-Ferrous Metals Co, Ltd.
Yunnan Tin Company Ltd.