ring A is

W is N, or CR¹⁶

W′, at each occurrence, is independently selected from N, O, S and CR¹⁶ where at least one W′ is not CR¹⁶, and at most only one W′ is selected as O or S;

R¹ and R² are independently selected from H, C₁-C₆ alkyl, C₁-C₆ haloalkyl, C₁-C₆ hydroxyalkyl, C₁-C₆ alkoxyalkyl, and C₃-C₆ cycloalkyl;

alternatively, R¹ and R², together with the atom to which they are attached, join together to form a C₃-C₆ cycloalkyl, or a 4 to 6 membered heterocycle having 1-2 heteroatoms, the cycloalkyl or heterocycle is substituted with 0-4 F and 0-1 OH;

R¹⁶, at each occurrence, is independently selected from H, F, Cl, Br, I, CN, OH, N(R^a)₂, C₁-C₃-alkyl, C₁-C₃-haloalkyl, C₁-C₃-alkoxy, C₁-C₄-hydroxyalkyl, C₁-C₃-haloalkoxy, C₃-C₆-cycloalkyl, and C₃-C₆-halocycloalkyl

R^a is, at each occurrence, independently selected from H, C₁-C₄-alkyl, C₁-C₄-haloalkyl, C₁-C₄-hydroxyalkyl, and C₃-C₆-cycloalkyl;

or two R^a, along with the nitrogen atom to which they are attached, join to form a 5 to 6 membered heterocycle containing 0-2 additional heteroatoms selected from N, O and S;

Y is 5-tetrazolyl, SO₃H, PO₂H₂, PO₃H₂, COOR,

R, at each occurrence, is independently selected from H, C₁-C₆ alkyl, C₁-C₆-haloalkyl, C₁-C₆-hydroxyalkyl, C₃-C₇ cycloalkyl, C₆aryl-C₁-C₆ alkyl heterocycle-C₁-C₆ alkyl, wherein said heterocycle is a 4-10 membered group having 1-3 heteroatoms selected from N, O, or S, said aryl and heterocycle are each substituted with 0-3 groups chosen from C₁-C₃ alkyl, halo, OH, or C₁-C₃ fluoroalkyl;

R⁸ at each occurrence, is independently selected from H, C₁-C₆ alkyl, C₁-C₆-haloalkyl, C₁-C₆-hydroxyalkyl, C₃-C₇ cycloalkyl, C₃-C₇ cycloalkyl-C₁-C₃ alkyl, C_6-10 aryl, C_6-10-aryl-C₁-C₆-alkyl, heteroaryl, heteroaryl-C₁-C₆-alkyl, heterocyclyl, heterocycle-C₁-C₆-alkyl, wherein the heteroaryl and heterocycle are each a 4-10 membered group having 1-3 heteroatoms selected from N, O, or S;

Z, at each occurrence, is independently selected from a bond, O, S, N(R^z), C(R^z)₂, C═O, C(═O)N(R^z), N(R^z)C(═O), C(R^z)₂C(R^z)₂, OC(R^z)₂, SC(R^z)₂, N(R^z)C(R^z)₂, C(R^z)₂O, C(R^z)₂S, C(R^z)₂N(R^z);

R^z is at each occurrence independently selected from H, C₁-C₄-alkyl, C₁-C₄-hydroxyalkyl, C₁-C₄-haloalkyl, C₃-C₆-cycloalkyl or, alternatively, two R^z groups either on the same atom or on adjacent atoms can join to form a C₃-C₆-cycloalkyl or a 4 to 7 membered heterocycle containing 1-2 heteroatoms selected from N, O and S;

G is selected from a 4 to 11 membered heterocycle having 1-4 atoms selected from N, O, and S, a C₃-C8-cycloalkyl, C₆-C₁₀-aryl or a 5 to 10 membered heteroaryl having 1-4 atoms selected from N, O, and S; wherein the heterocycle, cycloalkyl, aryl and heteroaryl are substituted with 0-3 substituents independently selected from the group consisting of ═O, F, Cl, Br, I, C₁-C₆-alkyl, C₁-C₆-alkoxy, C₁-C₆-haloalkyl, C₁-C₆-hydroxyalkyl, OH, OR^x, SR^x, N(R^x)₂, CO(R^x), CON(R^x)₂, CO₂R^x, N(R^x)CO₂(R^x), N(R^x)CO(R^x), N(R^x)CON(R^x)₂, S(O)₂(R^x), S(O)₂N(R^x)₂, or N(R^x)S(O)₂(R^x);

R^x is H, C_1-6 alkyl, C_1-4 haloalkyl, C_1-4 hydroxyalkyl, phenyl, CH₂-phenyl; ring B is

Group C is

R⁵ is C_1-6 alkyl, C_1-6 haloalkyl C_1-6 alkoxyalkyl, C_3-6-cycloalkylC_0-4-alkyl which may be substituted with 1-3 halogens or a C_1-3-alkoxy group;

R⁶ is H, F, Cl, Br, CF₃, CN, N(R^z)₂, CON(R^z)₂, C_1-4 alkyl, C_1-4 haloalkyl C_1-4 alkoxyalkyl, C_1-4 hydroxyalkyl, C_3-6-cycloalkyl, C_3-6-halocycloalkyl, C_3-6-alkoxycycloalkyl, or C_3-6-hydroxycycloalkyl;

R⁹ is COOR, CON(R^z)₂; and

r is 0 to 3;

provided that the compounds of Formula (I) are not